RED HERRING PROSPECTUS

Dated: February 14, 2024

Read with Section 26 & 32 of the Companies Act, 2013
100% Book Built Issue

(Please scan this QR Code to view the RHP)

PURV FLEXIPACK LIMITED

Corporate Identity Number: U25202WB2005PLC103086

Registered and Corporate Office Contact Person Email and Telephone Website
Annapurna Apartment, Suit 1C, 1st Shivani Marda, Company Email: cs@[Link] Website: [Link]
Floor, 23 Sarat Bose Road, Kolkata- Secretary and Compliance Tel No: +91 33 4070 3238
700020 West Bengal Officer
PROMOTERS OF OUR COMPANY
M/S PURV LOGISTICS PRIVATE LIMITED, RAJEEV GOENKA AND POONAM GOENKA
DETAILS OF THE ISSUE TO PUBLIC
Type Fresh Issue Offer For Sale Size Total Issue Eligibility

Fresh Issue Up to 56,64,000 NIL Up to 56,64,000 This Issue is being made in terms of Chapter IX of SEBI (ICDR)
Equity Shares Equity Shares Regulation, 2018 as amended. For details in relation to share
aggregating up aggregating up reservation among QIBs, NIIs and RIIs, see “Issue Structure” on Page
to Rs. [●] lakhs to Rs. [●] lakhs [●].
DETAILS OF OFFER FOR SALE BY THE PROMOTER, PROMOTER GROUP AND OTHER SELLING SHAREHOLDERS AND THEIR WEIGHTED AVERAGE
COST OF ACQUISITION OF EQUITY SHARES – NOT APPLICABLE [AS THE ENTIRE ISSUE CONSTITUES FRESH ISSUE OF EQUITY SHARES]
RISK IN RELATION TO THE FIRST ISSUE
The Face value of the Equity Shares is Rs. 10/-. The Floor Price, Cap Price and Issue Price determined by our Company in consultation with the Book
Running Lead Manager, 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 Issue Price” on page 126 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares
are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can
afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision
in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks
involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does
SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk
Factors” on page 41.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all
information with regard to the Company and the issue which is material in the context of the issue, that the information contained in the 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 make this Red Herring Prospectus as a whole or any of
such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of
India Limited (‘NSE EMERGE’) in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. For the purpose of
this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE EMERGE”)
BOOK RUNNING LEAD MANAGER
Name & Logo Contact Person Email & Telephone
Email: ipo@[Link]
Holani Consultants Private Limited Mrs. Payal Jain
Tel.: +91 0141 – 2203996
RGISTRAR TO THE ISSUE
Name & Logo Contact Person Email & Telephone
Link Intime India Private Limited Email: [Link]@[Link]
Mr. Shanti Gopalkrishnan
Tel.: +91 22 49186200
BID/ISSUE PERIOD
ANCHOR INVESTOR BIDDING DATE: FEBRUARY 26, 2024 BID/ ISSUE OPENS ON: FEBRUARY 27, 2024 BID/ ISSUE CLOSES ON: FEBRUARY 29, 2024
Our Company may, in consultation with the BRLM, 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/ Issue Opening Date i.e., FEBRUARY 26, 2024.
 RED HERRING PROSPECTUS
Dated: February 14, 2024
Read with Section 26 & 32 of the Companies Act, 2013
100% Book Built Issue

PURV FLEXIPACK LIMITED

Our Company was incorporated as a private limited company under the provisions of Companies Act, 1956, pursuant to a certificate of incorporation dated May 11, 2005,
issued by the RoC, West Bengal. Subsequently, our Company was converted into a public limited company under the provisions of Companies Act, 2013, pursuant to the
approval accorded by our Shareholders at their extra-ordinary general meeting held on February 02, 2023. Consequently, the name of our Company was changed to “Purv
Flexipack Limited” and a fresh certificate of incorporation consequent upon conversion from a private limited company to a public limited company was issued to our
Company by the RoC, West Bengal on August 03, 2023 and Corporate Identification Number is U25202WB2005PLC103086. The registered office of our company is situated
at Annapurna Apartment, Suit 1C, 1st Floor, 23 Sarat Bose Road, Kolkata- 700020 West Bengal, India. For details of Incorporation, Change of Name and Registered Office of
our Company, see the chapter titled “History and Certain Corporate Matters” beginning on page 198.
Registered and Corporate Office: Annapurna Apartment, Suit 1C, 1st Floor, 23 Sarat Bose Road, Kolkata- 700020 West Bengal
Tel. No.: +91 33 4070 3238, E-mail: info@[Link] , Website: [Link]
Contact Person: Shivani Marda, Company Secretary and Compliance Officer
PROMOTERS OF OUR COMPANY: M/S PURV LOGISTICS PRIVATE LIMITED, RAJEEV GOENKA AND POONAM GOENKA
THE ISSUE
INITIAL PUBLIC OFFER OF UPTO 56,64,000 EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (“EQUITY SHARES”) OF PURV FLEXIPACK LIMITED (“OUR COMPANY” OR “COMPANY” OR “ISSUER”) FOR CASH AT
A PRICE OF Rs. [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE), AGGREGATING UPTO Rs. LAKHS* (“THE ISSUE”). THIS ISSUE INCLUDES A RESERVATION OF UP TO 3,48,800
EQUITY SHARES AGGREGATING UP TO Rs. [●] LAKHS (CONSTITUTING UP TO [●] % OF THE POST-ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY) FOR SUBSCRIPTION BY THE MARKET MAKER
(“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE
[●] % AND [●] % RESPECTIVELY OF THE FULLY DILUTED POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER, HAS UNDERTYAKEN A PRE-IPO PLACEMENT OF 12,00,000 EQUITY SHARES FOR CASH CONSIDERATION AGGREGATING TO ₹
852 LAKHS. THE SIZE OF THE FRESH ISSUE AS DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS, AGGREGATING UP TO 68,64,000 EQUITY SHARES, HAS BEEN REDUCED BY 12,00,000 EQUITY SHARES
PURSUANT TO THE PRE-IPO PLACEMENT, AND ACCORDINGLY, THE FRESH ISSUE IS FOR AN AGGREGATE UP TO 56,64,000 EQUITY SHARES AND THE MINIMUM ISSUE SIZE SHALL CONSTITUTE AT LEAST 10% OF
THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, IN COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR.
THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER
(“BRLM”) AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, THE ENGLISH NATIONAL NEWSPAPER, ALL EDITIONS OF JANSATTA, THE HINDI NATIONAL NEWSPAPER AND ALL EDITIONS OF ARTHIK
LIPI,THE REGIONAL NEWSPAPER, (BENGALI BEING THE LOCAL LANGUAGE OF WEST BENGAL, WHERE OUR REGISTERED AND CORPORATE OFFICE IS SITUATED), EACH WITH WIDE CIRCULATION, AT LEAST 2 (TWO)
WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE” REFERRED TO AS THE “STOCK EXCHANGE”) FOR THE PURPOSE
OF UPLOADING ON ITS WEBSITE IN ACCORDANCE WITH THE SECURITIES AND EXCHNAGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR
REGULATIONS”).
IN CASE OF ANY REVISION IN THE PRICE BAND, THE BID / ISSUE PERIOD WILL BE EXTENDED BY AT LEAST THREE ADDITIONAL WORKING DAYS AFTER SUCH REVISION IN THE PRICE BAND, SUBJECT TO THE BID /
ISSUE PERIOD NOT EXCEEDING 10 WORKING DAYS. IN CASES OF FORCE MAJEURE, BANKING STRIKE OR SIMILAR CIRCUMSTANCES, OUR COMPANY I N CONSULTATION WITH THE BRLM, FOR REASONS TO BE
RECORDED IN WRITING, EXTEND THE BID / ISSUE PERIOD FOR A MINIMUM OF THREE WORKING DAYS, SUBJECT TO THE BID / ISSUE PERIOD NOT EXCEEDING 10 WORKING DAYS. ANY REVISION IN THE PRICE BAND
AND THE REVISED BID / ISSUE PERIOD, IF APPLICABLE, SHALL BE WIDELY DISSEMINATED BY NOTIFICATION TO THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED, BY ISSUING A PUBLIC NOTICE, AND ALSO BY
INDICATING THE CHANGE ON THE RESPECTIVE WEBSITES OF THE BRLM AND AT THE TERMINALS OF THE SYNDICATE MEMBERS AND BY INTIMATION TO THE DESIGNATED INTERMEDIARIES AND THE SPONSOR
BANK.
THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- EACH AND THE ISSUE PRICE OF RS. [●] IS [●] TIMES OF THE FACE VALUE OF THE EQUITY SHARES
In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) the Issue has been made for at least 25% of the post-issue paid-up Equity Share capital of our Company.
The Issue is being made through the Book Building Process, in compliance with Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended the (“SEBI ICDR Regulations”) and allocation in the net issue to the public will be made in terms of regulation 253 of the SEBI (ICDR) Regulations, as amended. All bidders shall only participate in the issue
through the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account (including UPI ID for RIIs using UPI Mechanism) (UPI ID, RIIs and UPI Mechanism are
defined hereinafter) wherein the Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. For details, see “Issue Procedure” on page
403.
RISK IN RELATION TO FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is Rs. 10/- each. The Floor Price, Cap Price and Issue
Price (determined by our Company in consultation with the Lead Managers and on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process), as stated under the
section entitled “Basis for Issue Price” on page 126 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 active
and/or sustained trading in the Equity Shares nor 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 Issue unless they can afford to take the risk of losing their entire investment. Investors
are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue,
including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or
adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 41.
COMPANY’S ABSOLUTE RESPONSIBILTY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material
in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.
LISTING
The Equity Shares of our Company offered through the Red Herring Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India Limited (‘NSE EMERGE’), in terms of the
Chapter IX of the SEBI ICDR Regulations, 2018, as amended from time to time. Our Company has received In-Principal approval letter dated November 22, 2023 from NSE for using its name in the Issue document
for listing of our shares on the EMERGE Platform of National Stock Exchange of India Limited. For the purpose of this Issue, National Stock Exchange of India Limited shall be the Designated Stock Exchange. A
signed copy of the Red Herring Prospectus and the Prospectus shall be delivered to the ROC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and
documents available for inspection from the date of the Red Herring Prospectus up to the Bid / Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 470.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

HOLANI CONSULTANTS PRIVATE LIMITED LINK INTIME INDIA PRIVATE LIMITED

401 – 405 & 416 – 418, 4th Floor, Soni Paris Point, C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West),
Jai Singh Highway, Bani Park, Jaipur – 302016 Mumbai-400083, Maharashtra, India
Tel.: +91 0141 – 2203996 Tel: +91 22 49186200
Website: [Link] Fax: +91 - 022-4918 6195
Email: ipo@[Link] Website: [Link]
Investor Grievance ID: [Link]@[Link] Email: [Link]@[Link]
Contact Person: Mrs. Payal Jain Investor Grievance ID: [Link]@[Link]
SEBI Registration No.: INM000012467 Contact Person: Mr. Shanti Gopalkrishnan
SEBI Registration Number: INR000004058
ISSUE PROGRAMME
ANCHOR INVESTOR BIDDING DATE: FEBRUARY 26, 2024 BID / ISSUE OPENS ON: FEBRUARY 27, 2024 BID / ISSUE CLOSES ON: FEBRUARY 29, 2024
*Number of Shares may need to be adjusted for lot size upon determination of Issue Price
**Subject to finalization of Basis of Allotment.
 TABLE OF CONTENTS

SECTION I – GENERAL
DEFINITION AND ABBREVIATION 3
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA 20
FORWARD LOOKING STATEMENT 22
SECTION II – SUMMARY OF ISSUE DOCUMENT 24
SECTION III – RISK FACTORS 41
SECTION IV – INTRODUCTION
THE ISSUE 73
SUMMARY OF FINANCIAL INFORMATION 75
GENERAL INFORMATION 81
CAPITAL STRUCTURE 92
OBJECTS OF THE ISSUE 113
BASIS FOR ISSUE PRICE 126
STATEMENT OF SPECIAL TAX BENEFITS 136
SECTION V – ABOUT THE COMPANY
OUR INDUSTRY 140
OUR BUSINESS 167
KEY INDUSTRY REGULATIONS AND POLICIES 191
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS 198
OUR MANAGEMENT 208
OUR PROMOTERS AND PROMOTER GROUP 225
OUR GROUP COMPANIES 232
RELATED PARTY TRANSACTIONS 236
DIVIDEND POLICY 237
SECTION VI – FINANCIAL STATEMENTS
FINANCIAL STATEMENTS AS RESTATED 238
OTHER FINANCIAL INFORMATION 331
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
335
OF OPERATIONS
FINANCIAL INDEBTEDNESS 361
SECTION VII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 367
GOVERNMENT AND STATUTORY APPROVALS 373
OTHER REGULATORY AND STATUTORY APPROVALS 378
SECTION VIII – ISSUE INFORMATION
TERMS OF THE ISSUE 391
ISSUE STRUCTURE 400
ISSUE PROCEDURE 403
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 428
SECTION IX – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 431
OTHER X – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 470
DECLARATION 472
The equity shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (“U.S. Securities Act”) or any state securities laws in the United States and may not be offered
or sold within the United States or to, or for the account of benefit of “U.S. Persons” (as defined in
Regulations), except pursuant to exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Laws. Accordingly, the equity shares are being offered and sold only
outside the United States in offshore transactions in reliance on Regulations S under the U.S. Securities
Act and the applicable laws of the Jurisdiction where those offers and sale occur.

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 and sold, and application may not be made by person
in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Page 2 of 472
 SECTION I: GENERAL

DEFINITION AND ABBREVIATION

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

The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to
the extent applicable, the same meaning ascribed to such terms under the SEBI ICDR Regulations, the
Companies Act, the SCRA, the Depositories Act and the rules and regulations made thereunder.

Notwithstanding the foregoing, the terms used in chapters titled “Our Industry”, “Key Industry
Regulations and Policies”, “Statement of Special Tax Benefits”, “Financial Statements as Restated”,
“Basis for Issue Price”, “Our History and Certain Other Corporate Matters”, “Financial Indebtedness”,
“Other Regulatory and Statutory Approvals”, “Outstanding Litigation and Material Developments”
and “Main Provisions of Articles of Association” beginning on pages 140, 191, 136, 238, 126, 198, 361,
378, 367, and 431 respectively, shall have the meaning ascribed to them in the relevant section.

Company Related Terms

Term Description
“Purv Flexipack Limited”, or Unless the context otherwise requires, refers to Purv Flexipack Limited, a Public
“the Company” or “Our Limited Company incorporated under the Companies Act, 1956 and having its
Company” or “we”, “us”, “our”, Registered Office at Annapurna Apartment, Suit 1C, 1st Floor, 23 Sarat Bose Road,
or “Issuer” or the “Issuer Kolkata WB- 700020 IN.
Company”
“We”, “Us”, “Our” or “Group” Unless the context otherwise indicates or implies, refers to our company and our
subsidiaries.
“Articles of Association” or The Articles of Association of our Company, as amended from time to time.
“AoA” or “Articles”
“Audit Committee” The committee of our Board of Directors constituted on September 01, 2023 as
our company’s Audit committee, in accordance with Regulation 18 of the SEBI
Listing Regulations and Section 177 of the Companies Act, 2013. For further
details, please refer to the chapter titled “Our Management” on page 208.
“Auditor” or “Statutory Auditor” The Statutory auditor of our Company, being M/s Keyur Shah & Associates.,
or “Peer Review Auditor” Chartered Accountants holds a valid peer review certificate dated January 27,
2023.
“Bankers to the Company” Such banks which are disclosed as Bankers to the Company in the chapter titled
“General Information” beginning on page 81.
“Board” or “Board of Directors” The board of directors of our Company, as duly constituted from time to time or
or “Our Board” committee(s) thereof.
“Chairman” or “Chairperson” The Chairman of Board of Directors of our Company being Mr. Rajeev Goenka.
“Chief Financial Officer” or The Chief Financial Officer of our Company being Mr. Lokesh Nahata.
“CFO”
“CIN” or “Corporate Corporate identification number of our Company being
Identification Number” U25202WB2005PLC103086.
“Company Secretary and The Company secretary and compliance officer of our Company being Ms. Shivani
Compliance Officer” Marda.
“Director(s)” The Director(s) of our Company, unless otherwise specified.
“Equity Shares” Equity shares of our Company of face value of Rs. 10/- each fully paid-up.
“Equity Shareholders” or Persons/ Entities holding Equity Shares of our Company.
“Shareholders”

Page 3 of 472
 Term Description
“Executive Director” An Executive director of our Company.
“Group Company” or “Group The Group Companies of our Company identified in terms of Regulation 2(1)(t) of
Companies” or “Group Entities” the SEBI ICDR Regulations, 2018, including companies (other than the Corporate
Promoter and the Subsidiaries) with which there were related party transactions
as disclosed in the Restated Financial Statements as covered under the applicable
accounting standards, and any other companies as considered material by the
Board, in accordance with the resolution dated August 09, 2023, passed by the
Board, such Companies as are included in the chapter titled “Our Group
Companies” beginning on page 232.
“Independent Directors” Non – executive, Independent Director as per Companies Act, 2013 and SEBI
Listing Regulations as identified in the chapter titled “Our Management”
beginning on page 208.
“ISIN” International Securities Identification Number, in this case being INE0R6C01012.
“Key Management Personnel” Key management personnel of our Company in terms of Regulation 2(1) (bb) of
or “Key Managerial Personnel” the SEBI ICDR Regulations, 2018 and Section 2(51) of the Companies Act, 2013,
or “KMP” and as identified in the chapter titled “Our Management” beginning on page 208.
“Key Performance Indicators” or Key financial and operational performance indicators of our Company, as included
“KPIs” in “Basis for Issue Price” beginning on page 126.
“Managing Director” The Managing Director of our Company being, Mr. Vanshay Goenka.
“Material Subsidiaries” The Material subsidiaries of our company, namely Cool Caps Industries Limited
and Purv Ecoplast Private Limited.
“Materiality Policy” The policy adopted by our Board on August, 09, 2023 for the identification of, (a)
material outstanding litigation proceedings in each case involving our Company,
our Promoters, our directors or our Subsidiaries; (b) material group companies;
and (c) material creditors, pursuant to the disclosure requirements under the SEBI
(ICDR) Regulations, 2018 in this Red Herring Prospectus.
“MoA” or “Memorandum of The Memorandum of Association of our Company, as amended from time to time.
Association” or “Memorandum”
“Nomination and Remuneration The committee of the Board of Directors constituted on September, 01, 2023 as
Committee” or “NRC our company’s Nomination and Remuneration Committee, in accordance with
Committee” Regulation 19 of the SEBI Listing Regulations and Section 178 of the Companies
Act, 2013 and rules made thereunder. For further details, please refer to the
chapter titled “Our Management” on page 208.
“Non-Executive Directors” Non-Executive director of our Company.
“Promoters” or “Promoter” or Promoters of our Company, being, Mr. Rajeev Goenka, Mrs. Poonam Goenka and
“Our Promoters” M/s Purv Logistics Private Limited.
“Promoter Group” or “Members Persons and entities constituting the promoter group in accordance with
of our Promoter Group” Regulation 2(1) (pp) of the SEBI ICDR Regulations, 2018 and as disclosed in the
chapter titled “Our Promoters and Promoter Group” beginning on page 225.
“Registered and Corporate Annapurna Apartment, Suit 1C, 1st Floor, 23 Sarat Bose Road, Kolkata WB- 700020
Office” India.
“Registrar of Companies” or Registrar of Companies, Kolkata, Nizam Palace, 2nd MSO Building, 2nd Floor,
“RoC” 234/4, A.J.C.B. Road, Kolkata- 700020, West Bengal.
“Restated Financial Statements” The Restated Consolidated financial statements of the Company and its
or “Financial Statements as Subsidiaries comprises of the Restated Consolidated Financial Statements of
Restated” Assets and Liabilities for the period ended on September 30, 2023 and for the
Fiscals Years ended on March 31, 2023, 2022 and 2021, the Restated Consolidated
Financial Statement of Profit and loss (Including other comprehensive income),
the Restated Consolidated Financial Statements of Cash Flows Statements and the
Restated Consolidated Financial Statement of changes in equity for the period
ended on September 30, 2023 and for the Fiscals Years ended on March 31, 2023,
2022 and 2021 together with the notes, annexures and schedules thereto, which
have been prepared in accordance with the Companies Act, Indian GAAP and
Guidance Note on Reports in Company Prospectus (Revised 2019) issued by ICAI,
and restated in accordance with SEBI ICDR Regulations, included in the chapter
titled “Financial Statements As Restated” beginning on page 238.

Page 4 of 472
 Term Description
“Shareholders” Shareholders of our Company.
Senior Management of our company in terms of Regulation 2 (1) (bbbb) of the
“Senior Management” SEBI ICDR Regulation, 2018, as identified in the Chapter titled “Our Management”
beginning on page 208.
“Stakeholders Relationship The committee of the Board of Directors constituted on September, 01, 2023 as
Committee” our Company’s Stakeholders Relationship Committee, in accordance with the SEBI
Listing Regulations and Section 178 (5) of the Companies Act, 2013 and rules made
thereunder. For further details, please refer to the chapter titled “Our
Management” on page 208.
“Subsidiaries” Companies or body corporate constituting the subsidiaries of our Company as
determined in terms of Section 2(87) of the Companies Act, 2013. In our case the
subsidiaries of our company being:
1. Cool Caps Industries Limited
2. Purv Ecoplast Private Limited
3. Purv Packaging Private Limited
4. Purv Technoplast Private Limited
5. Re Act Waste Tech Private Limited
“Whole-Time Directors” Whole-Time director/ executive director on our Board being Mrs. Poonam
Goenka.
“Wilful Defaulter(s)” Wilful defaulter as defined under Regulation 2(1) (lll) of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018.
“You” or “Your” or “Yours” Prospective investors in the Issue

Issue Related Term

Term Description
“Abridged Prospectus” The abridged prospectus means a memorandum containing such salient features
of prospectus as may be specified by the SEBI in this behalf.
“Acknowledgement Slip” The slip or document issued by a Designated Intermediary(ies) to a Bidder as
proof of registration of the Bid cum Application Form.
“Allocation” or “Allocation of The Allocation of Equity Shares of our Company pursuant to Issue of Equity Shares
Equity Shares” to the successful Bidders by our company.
“Allot” or “Allotment” or Issue and Allotment of Equity Shares of our Company pursuant to the Issue of the
“Allotted” Equity Shares to successful Bidders by our company.
“Allottee(s)” Successful Bidder(s) to whom Equity Shares have been allotted / transferred.
“Allotment Advice” Note or advice or intimation of Allotment sent to the successful 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.
“Allotment Account(s)” The account(s) opened with the Banker(s) to this Issue, in to which the application
money lying credit to the Escrow Account(s) and amounts blocked by Application
Supported by Blocked Amount in the ASBA Account, with respect to successful
Applicants will be transferred on the Transfer Date in accordance with Section
40(3) of the Companies Act, 2013.
“Anchor Investor(s)” Qualified Institutional Buyers, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations, 2018
and the Red Herring Prospectus.
“Anchor Investor Allocation Price at which Equity Shares will be allocated to Anchor Investors in terms of the
Price” Red Herring Prospectus and the Prospectus, which will be decided by our
Company, in consultation with the BRLM.
“Anchor Investor Application Application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form” Portion and which will be considered as an application for Allotment in terms of
the Red Herring Prospectus and Prospectus.
“Anchor Investor Bid” or “Issue The date, one Working Day prior to the Bid/ Issue Opening Date, on which Bids
Period” or “Anchor Investor by Anchor Investors shall be submitted, prior to and after which BRLM will not
Bidding Date” accept any bid from Anchor Investors and allocation to Anchor Investors shall be

Page 5 of 472
 Term Description
completed.
“Anchor Investor Issue Price” The price at which the Equity Shares will be Allotted to Anchor Investors in terms
of the Red Herring Prospectus and the Prospectus.

The Anchor Investor Issue Price will be decided by our Company, in consultation
with the BRLM.
“Anchor Investor Portion” Up to 60% of the QIB Portion which may be allocated by our Company in
consultation with the BRLM, to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, 2018.

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, 2018.
“Anchor Investor Pay-in Date” With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date,
and in the event the Anchor Investor Allocation Price is lower than the Issue Price,
not later than two Working Days after the Bid/Issue Closing Date.
“Application Supported by An Application, whether physical or electronic, used by ASBA Bidders other than
Blocked Amount” or “ASBA” Anchor Investors, to make a Bid and authorizing an SCSBs to block the Bid Amount
in the ASBA Account and will include applications made by RIBs using the UPI
Mechanism where the Bid Amount will be blocked upon acceptance of UPI
Mandate Request by RIBs using the UPI Mechanism.
“ASBA Account” Bank account maintained with an SCSB by an ASBA Bidder, as specified in the
ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned
in the relevant ASBA Form and includes the account of RIBs which is blocked upon
acceptance of a UPI Mandate Request made by the RIBs using the UPI
Mechanism.
“ASBA Bid” A Bid made by an ASBA Bidder.
“ASBA Bidders” Bidder(s) in this Issue who apply(ies) through the ASBA process except Anchor
Investor.
“ASBA Form” 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 Issue” or The bank(s) which are clearing members and registered with SEBI as Banker(s) to
“Refund Banker to the Issue” or an Issue with whom the Public Issue Account and Refund Account will be opened,
“Public Issue Bank” in this case being Axis Bank Limited.
“Bankers to the Issue Agreement” Banker to the Issue Agreement entered on February 08, 2024 amongst our
or “BTO” Agreement” Company, BRLM, the Registrar to the Issue and Public Issue Bank/ Banker(s) to
the Issue / Sponsor Bank for collection of the Bid Amount on the terms and
conditions thereof.
“Basis of Allotment” The basis on which Equity Shares will be Allotted to successful Bidders under the
Issue as described in the chapter titled “Issue Structure” beginning on page 400.
“Bid(s)” Indication to make an application during the Bid/Issue Period by an ASBA Bidder
(other than an Anchor Investor) pursuant to submission of the ASBA Form, or
during the Anchor Investor Bid/Issue Period 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, 2018 and in
terms of the Red Herring Prospectus and the Bid cum Application Form. The term
“Bidding” shall be construed accordingly.
“Bid Amount” The highest value of Bids indicated in the Bid cum Application Form and payable
by the Bidder or blocked in the ASBA Account of the Bidder, as the case may be,
upon submission of the Bid.
“Bid cum Application Form” Anchor Investor Application Form and/or the ASBA Form, as the context requires.
“Bid Lot” [●] Equity Shares and in multiples of [●] Equity Shares thereafter
“Bidding” The process of making the Bid.

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 Term Description
“Bid / Issue Closing Date” Except in relation to any Bids received from the Anchor Investors, the date after
which the Designated Intermediaries will not accept any Bids, being February 29,
2024, which shall be published in all editions of Financial Express, the English
national daily newspaper and all editions of Jansatta, the Hindi national daily
newspaper and all editions of Arthik Lipi, the regional newspaper, (Bengali being
the regional language of Kolkata, West Bengal, where our Registered and
Corporate Office is situated), each with wide circulation. In case of any revision,
the extended Bid/Issue Closing Date shall be widely disseminated by notification
to the Stock Exchanges, and also be notified on the websites of the BRLM and at
the terminals of the Syndicate Members, if any and communicated to the
Designated Intermediaries and the Sponsor Bank, which shall also be notified in
an advertisement in same newspapers in which the Bid/ Issue Opening Date was
published, as required under the SEBI ICDR Regulations.

Our Company, in consultation with the BRLM, may consider closing the Bid/Issue
Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance
with the SEBI ICDR Regulations.
“Bid/Issue Opening Date” Except in relation to any Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids, being February
27, 2024, which shall be published in all editions of Financial Express, the English
national daily newspaper and all editions of Jansatta, the Hindi national daily
newspaper and all editions of Arthik Lipi, the regional newspaper, (Bengali being
the regional language of Kolkata, West Bengal, where our Registered and
Corporate Office is situated), each with wide circulation.
“Bid/ Issue Period” Except in relation to Anchor Investors, the period between the Bid/ Issue Opening
Date and the Bid/Issue Closing Date, inclusive of both days, during which
prospective ASBA Bidders can submit their Bids, including any revisions thereof
in accordance with the SEBI ICDR Regulations, 2018 and the terms of the Red
Herring Prospectus.

Provided, however, that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors.
“Bidder” or “Applicant” Any prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an Anchor Investor.
“Bidding Centers” or “Collection Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Centres” 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.
“Book Building Process” or “Book The Book building process provided in Schedule XIII of the SEBI ICDR Regulations,
Building Method” 2018, in terms of which the Issue is being made.
“Book Running Lead Manager” or Book Running Lead Manager to the Issue in this case being Holani Consultants
“BRLM” Private Limited, SEBI Registered Category I Merchant Bankers.
“Broker Centres” Centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA
Forms to a Registered Broker, provided that Retail Individual Bidders may only
submit ASBA Forms at such Broker Centres if they are bidding using the UPI
Mechanism.

The details of such Broker Centres, along with the names and contact details of
the Registered Brokers are available on the website of National Stock Exchange
of India Limited on the following link: [Link]
“CAN” or “Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors,
Allocation Note” who have been allocated the Equity Shares, on or after the Anchor Investor Biding
Date.
“Cap Price” The higher end of the Price Band, above which the Issue Price and the Anchor
Investor Issue Price will not be finalized and above which no Bids will be accepted

Page 7 of 472
 Term Description
including any revisions thereof.
“Client ID” Client identification number maintained with one of the Depositories in relation
to demat account.
“Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered
Participant” or “CDP” with SEBI and who is eligible to procure Bids at the Designated CDP Locations in
terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015,
issued by SEBI.
“Collecting Registrar and Share Registrar to an Issue and share transfer agents registered with SEBI and eligible
Transfer Agent” to procure Bids at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI.
“Controlling Branches” or Such branches of the SCSBs which coordinate with the Book Running Lead
“Designated Branches of the Manager, the Registrar to the Issue and the Stock Exchange and a list of which is
SCSBs” available at [Link] or at such other website as may be prescribed by
SEBI from time to time.
“Cut-off Price” The Issue Price, finalized by our Company in consultation with the BRLM, which
shall be any price within the Price Band.

Only Retail Individual Bidders Bidding in the Retail Portion are entitled to Bid at
the Cut-off Price. QIBs (including the Anchor Investors) and Non-Institutional
Bidders are not entitled to Bid at the Cut- off Price.
“Demographic Details” The demographic details of the Bidders including the Bidders’ address, PAN,
name of the Bidders’ father/husband, investor status, occupation, bank account
details and UPI ID, wherever applicable.
“Depository” or “Depositories” Depositories registered with SEBI under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996, as amended from time to
time.
“Depository Participant” or “DP” A Depository Participant as defined under the Depositories Act, 1996.
“Designated CDP Locations” Such locations of the Collecting Depository Participants (CDPs) where ASBA
Bidders can submit the ASBA Forms, provided that Retail Individual Bidders may
only submit ASBA Forms at such Broker Centres if they are bidding using the UPI
Mechanism

The details of such Designated CDP Locations, along with names and contact
details of the Collecting Depository Participants eligible to accept ASBA Forms are
available on the respective websites of the Stock Exchanges ([Link]
and [Link]), as updated from time to time.
“Designated Date” The date on which the Collection Banks transfer funds blocked by the SCSBs are
transferred from the ASBA Accounts including the accounts linked with UPI
specified by the ASBA Bidders to the Public Issue Account and/or Refund Account
and/or are unblocked, as applicable, in terms of Red Herring Prospectus.
“Designated Intermediary(ies)” Collectively, the Syndicate, Sub-Syndicate Members/ agents, SCSBs, Registered
Brokers, CDPs and RTAs, who are authorized to collect Bid cum Application Forms
from the Bidders in the Issue.
“Designated RTA Locations” Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact
details of the RTAs eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchange [Link]
“Designated Stock Exchange” Emerge Platform of National Stock Exchange of India (‘NSE EMERGE’).
“Draft Red Herring Prospectus” or This Draft Red Herring Prospectus dated September 30, 2023, filed with the
“DRHP” Exchange and prepared in accordance with the SEBI (ICDR) Regulations, 2018,
which does not contain complete particulars of the price at which the Equity
Shares will be allotted and the Size of the Issue.
“EBITDA” EBITDA is calculated as profit for the year, plus tax expenses (consisting of current
tax, deferred tax and current taxes relating to earlier years), finance costs and
depreciation and amortization expenses and minus other income.
“EBITDA Margin (%)” Calculated as EBITDA divided by Revenue from Operations.

Page 8 of 472
 Term Description
“Eligible NRI(s)” NRI(s) from jurisdictions outside India where it is not unlawful to make an Issue
or invitation under the Issue and in relation to whom Bid cum Application Form
and the Red Herring Prospectus will constitute an invitation to subscribe to or to
purchase the Equity Shares.
“Escrow Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow
Collection Bank(s) and in whose favor the Anchor Investors will transfer money
through direct credit/ NEFT/ RTGS/NACH in respect of Bid Amounts when
submitting a Bid.
“Escrow Collection Bank(s)” Bank(s) which are clearing members and registered with SEBI as banker(s) to an
Issue under the Securities and Exchange Board of India (Bankers to the Issue)
Regulations, 1994 and with whom the Escrow Account will be opened, in this case
being Axis Bank Limited.
“Emerge Platform of NSE” or The Emerge Platform of National Stock Exchange of India Limited for listing equity
“NSE EMERGE” shares issued under Chapter IX of the SEBI (ICDR) Regulation.
“First or sole Bidder” 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.
“FII” or “Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Investors” Investors) Regulations, 1995, as amended) registered with SEBI under applicable
laws in India.
“Floor Price” The lower end of the Price Band, subject to any revision(s) thereto, not being less
than the face value of Equity Shares, at or above which the Issue Price and the
Anchor Investor Issue Price will be finalized and below which no Bids (or revisions
thereof) will be accepted.
“Fraudulent Borrower” A company or person, as the case may be, categorized as a fraudulent borrower
by any bank or financial institution or consortium thereof, in terms of the Master
Directions on “Frauds – Classification and Reporting by commercial banks and
select FIs” dated July 1, 2016.
“General Information Document” The General Information Document for investing in public Issues prepared and
or “GID” issued by SEBI in accordance 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 Book Running Lead
Manager.
“Growth in Revenue from Calculated as a percentage of Revenue from sale of our product of the relevant
operations (%)” year minus Revenue from sale of our product of the preceding year, divided by
Revenue from our products of the preceding year.
“Gross Profit” Gross Profit provides information regarding the profits from sale of products by
our Company.
“Gross Profit Margin (%)” Gross Profit Margin is an indicator of the profitability on sale of products by our
Company.
“HCPL” Holani Consultants Private Limited.
“Issue” or “Issue Size” or “Initial The Issue of up to 56,64,000* Equity Shares of face value of Rs. 10/- each for cash
Public Issue” or “IPO” at a price of Rs. [●]/- each (including premium of Rs. [●]/- per Equity Share)
aggregating up to Rs. [●] Lakhs comprising the Fresh Issue.

*Our Company in consultation with the BRLM, has undertaken a Pre-IPO

Placement of 12,00,000 Equity Shares for cash consideration aggregating up to ₹
852.00 Lakhs. The size of Fresh Issue as disclosed in the Draft Red Herring
Prospectus, up to 68,64,000 Equity Shares has been reduced by 12,00,000 Equity
Shares pursuant to the Pre-IPO Placement and accordingly the Fresh Issue is of
up to 56,64,000 Equity Shares.

Our Company has informed all the Pre-IPO investors/buyers that the Issue may
or may not be successful and the Equity Shares of our Company may or may not
get listed.

Page 9 of 472
 Term Description
“Issue Agreement” Agreement dated September 29, 2023, entered amongst our Company and the
BRLM, pursuant to which certain arrangements have been agreed to in relation
to the Issue.
“Issue Price” The final price at which Equity Shares will be Allotted to ASBA Bidders in terms of
the Red Herring Prospectus. Equity Shares will be Allotted to Anchor Investors at
the Anchor Investor Issue Price, in terms of the Red Herring Prospectus.

The Issue Price will be decided by our Company, in consultation with the BRLM
on the Pricing Date in accordance with the Book Building Process and the Red
Herring Prospectus.
“Issue Proceeds” or “Gross The proceeds of the Fresh Issue which shall be available to our Company For
Proceeds” further information about use of the Issue Proceeds, see the chapter titled
“Objects of the Issue” beginning on page 113.
“Listing Agreement” The Equity Listing Agreement to be signed between our Company and National
Stock Exchange of India Limited (NSE).
“Market Maker” Market Maker appointed by our Company from time to time, in this case being
Holani Consultants Private Limited who has agreed to receive or deliver the
specified securities in the market making process for a period of three years from
the date of listing of our Equity Shares or for any other period as may be notified
by SEBI from time to time.
“Market Making Agreement” Market Making Agreement dated September 29, 2023 between our Company,
Book Running Lead Manager and Market Maker.
“Market Maker Reservation The Reserved Portion of up to 3,48,800 Equity Shares of face value of Rs. 10/-
Portion” each fully paid for cash at a price of Rs. [●] per Equity Share aggregating up to Rs.
[●] Lakhs for the Market Maker in this Issue.
“Maximum RIB Allottees” Maximum number of RIBs who can be allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available for Allotment
to RIBs by the minimum Bid Lot, subject to valid Bids being received at or above
the Issue Price.
“Mobile App(s)” The mobile applications listed on the website of SEBI at
[Link]
&intmId=43 or such other website as may be updated from time to time, which
may be used by RIBs to submit Applications using the UPI Mechanism.
“Mutual Fund(s)” A Mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
1996, as amended from time to time.
“Mutual Fund Portion” 5% of the Net QIB Portion, or up to 51,200 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 Issue Price.
“National Payments NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all
Corporations of India” or “NPCI” retail payments in India. It has been set up with the guidance and support of the
Reserve Bank of India (RBI) and Indian Bank Association (IBA).
“National Investment Fund” or National Investment Fund set up by resolution F. No. 2/3/2005 – DD – II dated
“NIF” November 23, 2005, of Government of India published in the Gazette of India.
“Net Fixed Asset Turnover” Calculated as Revenue from operations divided by Fixed Assets.
“Net Working Capital Days” Calculated as working capital (current assets minus current liabilities) as at the
end of the year divided by revenue from operations multiplied by number of days
in a year.
“Net Worth” The aggregate of the paid-up share capital, share premium account, and reserves
and surplus (excluding revaluation reserve) as reduced by the aggregate of
miscellaneous expenditure (to the extent not adjusted or written off) and the
debit balance of the profit and loss account
“Net Proceeds” or “Net Issue” Proceeds of the Issue less our Company’s share of the Issue expenses. For further
details regarding the use of the Net Proceeds and the Issue expenses, see the
chapter titled “Objects of the Issue” beginning on page 113.
“Net QIB Portion” The QIB Portion less the number of Equity Shares allocated to the Anchor
Investors.

Page 10 of 472
 Term Description
“Non-Institutional Bidders” or All Bidders that are not QIBs or RIBs and who have Bid for Equity Shares for an
“Non-Institutional Investors” or amount of more than Rs. 2 Lakhs (but not including NRIs other than Eligible NRIs).
“NIIs”
“Non-Institutional Portion” The portion of the Net Issue, being not less than 15% of the Net Issue or up to
8,44,800 Equity Shares, available for allocation on a proportionate basis to Non-
Institutional Bidders, subject to valid Bids being received at or above the Issue
Price.
“Non-Resident” or “NRI” A person resident outside India, as defined under FEMA and includes FPIs, VCFs,
FVCIs and NRI.
“Operating Cash Flows” Means net cash generated from operating activities as mentioned in the Restated
Financial Statements.
“Other Investors” Investors other than Retail Individual Investors. These include individual Bidders
other than Retail Individual Investors and other investors including corporate
bodies or institutions irrespective of the number of specified securities applied
for.
“Profit After Tax” Profit for the year as appearing in the Restated Financial Statements.
“PAT Margin (%)” Calculated as Profit for the year as a percentage of Revenue from Operations.
“Payment through electronic Payment through ECS / NECS, Direct Credit, RTGS or NEFT, as applicable.
transfer of funds”
“Person” or “Persons” Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability
company, joint venture, or trust or any other entity or organization validly
constituted and/or incorporated in the jurisdiction in which it exists and operates,
as the context requires.
“Pre – IPO Placement” A Pre-IPO Placement of 12,00,000 Equity Shares aggregating to Rs. 852.00 Lakhs
has been undertaken by our Company in consultation with the BRLM, for a cash
price of Rs. 71/- per Equity Share for an aggregate amount of Rs. 852.00 Lakhs.
For further details in relation to the Pre-IPO Placement, see “Capital Structure”
on page 92.
“Price Band” The price band of a minimum price of Rs. [●] per Equity Share (Floor Price) and
the maximum price of Rs. [●] per Equity Share (Cap Price) including any revisions
thereof.

The Price Band will be decided by our Company and the, in consultation with the
BRLM and advertised in two national daily newspapers (one each in English and
in Hindi) with wide circulation and one daily regional newspaper with wide
circulation at least two working days prior to the Bid/Issue Opening Date.
“Pricing Date” The date on which our Company in consultation with the BRLM will finalize the
Issue Price i.e., [●].
“Prospectus” The Prospectus to be filed with the RoC on or after the Pricing Date in accordance
with Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations, 2018
containing, inter alia, the Issue Price, the size of the Issue and certain other
information, including any addenda or corrigenda thereto.
“Public Issue Account” Bank account to be opened with the Public Issue Account Bank, under Section
40(3) of the Companies Act, 2013 to receive monies from the Escrow Account and
ASBA Accounts on the Designated Date.
“Public Issue Account Bank(s)” A bank which is a clearing member and registered with SEBI as a banker to an
issue, and with whom the Public Issue Account(s) will be opened, in this case
being Axis Bank Limited.
“Qualified Institutional Buyers” Qualified Institutional Buyers as defined under Regulation 2(1) (ss) of the SEBI
or “QIBs” or “QIB Bidders” ICDR Regulations, 2018.
“QIB Portion” The portion of the issue, being not more than 50% of the Net Issue or up to
25,69,600 Equity Shares to be Allotted to QIBs on a proportionate basis, including
the Anchor Investor Portion (in which allocation shall be on a discretionary basis,
as determined by our Company in consultation with the BRLM), subject to valid
Bids being received at or above the Issue Price or Anchor Investor Issue Price (for

Page 11 of 472
 Term Description
Anchor Investors).
“Red Herring Prospectus” or The Red Herring Prospectus dated February 14, 2024 to be issued in accordance
“RHP” with Section 32 of the Companies Act, 2013, and the provisions of the SEBI ICDR
Regulations, 2018, which will not have complete particulars of the issue price at
which the Equity Shares will be issued and the size of the Issue, including any
addenda or corrigenda thereto.

The Red Herring Prospectus will be filed with the RoC at least three Working Days
before the Bid/Issue Opening Date and will become the Prospectus upon filing
with the RoC after the Pricing Date.
“Refund Account(s)” Account to be opened with the Refund Bank(s), from which refunds, if any, of the
whole or part of the Bid Amount to the Bidders shall be made.
“Refund Bank(s)” Banker(s) to the Issue with whom the Refund Account(s) will be opened, in this
case being Axis Bank Limited.
“Registered Brokers” Stock brokers registered with SEBI under the SEBI (Stock Brokers and Sub-
Brokers) Regulations, 1992 as amended and the stock exchanges having
nationwide terminals, other than the BRLM and the Members of the Syndicate
and eligible to procure Bids in terms of Circular No. CIR/CFD/14/2012 dated
October 4, 2012, issued by SEBI.
“Registrar Agreement” Agreement dated September 29, 2023 entered amongst our Company, and the
Registrar to the Issue, in relation to the responsibilities and obligations of the
Registrar to the Issue pertaining to the Issue.
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure
Agents” or “RTAs” Bids at the Designated RTA Locations as per the list available on the respective
websites of the Stock Exchange [Link]
“Registrar to the Issue” or Registrar to the Issue, in this case being Link Intime India Private Limited.
“Registrar” or “RTA”
“Retail Individual Bidder(s)” or Individual Bidders, who have Bid for the Equity Shares for an amount which is not
“RIBs” or “Retail Individual more than Rs. 2,00,000 in any of the bidding options in the Issue (including HUFs
Investors” or “RIIs” applying through their Karta and Eligible NRIs Bidders) and does not include NRIs
(other than Eligible NRIs).
“Retail Portion” The portion of the Issue, being not less than 35% of the Net Issue or up to
19,00,800 Equity Shares, available for allocation to Retail Individual Bidders as per
SEBI ICDR Regulations, 2018, subject to valid Bods being received at or above the
Issue Price.
“Revision Form” Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their Bid cum Application Form(s) or any previous Revision
Form(s), as applicable.

QIB Bidders and Non-Institutional Bidders bidding in Non-Institutional Portion are

not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares
or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bids
during the Bid/Issue Period and withdraw their Bids until Bid/Issue Closing Date
“Reservation Portion” The portion of the Issue reserved for category of eligible Applicants as provided
under the SEBI (ICDR) Regulations, 2018.
“Reserved Category” or Categories of persons eligible for making applications under reservation portion.
“Categories”
“Resident Indian” A person resident in India, as defined under FEMA.
“RoCE (%)” or “Return of Capital Calculated as profit before tax plus finance costs divided by total equity plus non-
Employed” current liabilities.
“RoE (%)” or “Return on Equity Calculated as profit for the year divided by Average of shareholders Equity.

“RoNW” Return on Net Worth is calculated as Restated Profit after tax divided by Restated
Net worth of the Equity Shareholders.
“Revenue from Operations” Revenue from Operations is used by our management to track the revenue profile
of the business and in turn helps assess the overall financial performance of our

Page 12 of 472
 Term Description
Company and size of our business.
“Self-Certified Syndicate Bank(s)” The banks registered with SEBI, which issue the facility of ASBA services, (i) in
or “SCSB(s)” relation to ASBA, where the Bid Amount will be blocked by authorizing an SCSB,
a list of which is available on the website of SEBI at
https:/[Link]/sebiweb/other/[Link]?doRecognisedFpi=yes&i
ntmId=34 and updated from time to time and at such other websites as may be
prescribed by SEBI from time to time, (ii) in relation to RIBs using the UPI
Mechanism, a list of which is available on the website of SEBI at
[Link]
&intmId=40 or such other website as may be prescribed by SEBI and updated
from time to time.

Applications through UPI in the Issue 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 issue using UPI
Mechanism is provided as Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The said list shall be
updated on SEBI website.
“Specified Locations” Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders.
“Sponsor Bank (s)” Bankers to the Issue registered with SEBI which is appointed by our Company to
act as a conduit between the Stock Exchanges and the NPCI in order to push the
mandate collect requests and / or payment instructions of the RIBs into the UPI,
the Sponsor Bank in this case being Axis Bank Limited
“Sub Syndicate Member(s)” A SEBI registered member of stock exchange(s) appointed by the BRLM and/or
Syndicate member(s) to act as a Sub Syndicate Member in the Issue, to collect
ASBA Forms and Revision Forms.
“Syndicate” or “Members of the Together, the BRLM and the Syndicate Members.
Syndicate”
“Syndicate Agreement” Agreement dated February 08, 2024, between our Company, the BRLM and the
Syndicate Members in relation to the procurement of Bid cum Application Forms
by the Syndicate.
“Syndicate Members” Intermediaries (other than BRLM) registered with SEBI are permitted to accept
bids, applications and place orders with respect to the Issue and carry out
activities as an underwriter in this case being, Holani Consultants Private Limited.
“Systemically Important Systemically important non-banking financial company as defined under
Non – Banking Financial Regulation 2(1)(iii) of the SEBI ICDR Regulations.
Company”
“Transaction Registration Slip” or The slip or document issued by the Syndicate or SCSB (only on demand), as the
“TRS” case may be, to the Bidder as proof of registration of the Bid
“Underwriters” M/s. Holani Consultants Private Limited.
“Underwriting Agreement” Agreement dated September 29, 2023, between the Underwriters, and our
Company, entered into on or after the Pricing Date but prior to filing of the
Prospectus with the RoC.
“Unified Payments Interface” or Unified payments interface, which is an instant payment mechanism, developed
“UPI” by NPCI.
“UPI Circulars” The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
2018, SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019,
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020,
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021,
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.

Page 13 of 472
 Term Description
SEBI/HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022 and any subsequent
circulars or notifications issued by SEBI in this regard.
“UPI ID” ID created on Unified Payment Interface (UPI) for single – window mobile
payment system developed by the NPCI.
“UPI Mandate Request” A request (intimating the UPI Bidder by way of a notification on the UPI linked
mobile application and by way of an SMS on directing the UPI Bidder to such UPI
linked mobile application) to the UPI Bidder initiated by the Sponsor Bank(s) to
authorize blocking of funds on the UPI application equivalent to Bid Amount and
subsequent debit of funds in case of Allotment.
“UPI Mechanism” The bidding mechanism that shall be used by the UPI Bidders in accordance with
the UPI Circulars to make an ASBA Bid in the Issue.
“UPI PIN” Password to authenticate UPI transaction.
“Wilful Defaulter” Wilful defaulter as defined under Regulation 2(1) (lll) of the SEBI ICDR
Regulations, 2018.
“Working Day(s)” In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulations, 2018,
working days means, all days on which commercial banks in the city as specified
in the Red Herring Prospectus are open for business:
1. However, in respect of announcement of price band and Bid/Issue period,
working day shall mean all days, excluding Saturdays, Sundays and public
holidays, on which commercial banks in the city as notified in the Red Herring
Prospectus are open for business.
2. In respect to the time period between the bid/ Issue closing date and the
listing of the specified securities on the stock exchange, working day shall
mean all trading days of the stock exchange, excluding Sundays and bank
holidays in accordance with circular issued by SEBI.

Technical/Industry Related Terms/Abbreviations

Term Description
ARM Additional Revenue Measures
ACC Advanced Chemistry Cell
Air Act The Air (Prevention and Control of Pollution) Act, 1981
AI Artificial Intelligence
AI Def AI in Defence
BGs Bank Guarantees
BOT Built Operate Transfer
BOPP Biaxially Oriented Polypropylene
BSNL Bharat Sanchar Nigam Limited
CAD Current Account Deficit
CAGR Compound Annual Growth Rate
CAZRI Central Arid Zone Research Institute
CEPA Comprehensive Partnership Agreement
CCI The Competition Commission of India
CGWA Central Ground Water Authority
Competition Act The Competition Act, 2002
Contract Act Indian Contract Act, 1872
COPRA, 2019 The Consumer Protection Act, 2019
CPI Consumer Price Index
CPP Cast Polypropylene
CTE Consent to Establish
CY Current Year
DCA Del Credere Associate
DDT Dividend distribution tax
DGFT Directorate General of Foreign Trade
DoS Department of Space

Page 14 of 472
 Term Description
DOPW Dealer Operated Polymer Warehouse
DPA Deendayal Port Authority
DPIIT Department for Promotion of Industry and Internal Trade
DTA Domestic Tariff Area
EAP East Asia and Pacific Region
ECA European and Central Asia
Electricity Act The Electricity Act, 2003
EBRD European Bank for Reconstruction and Development
EMDE Emerging Market and Developing Economies
EPA The Environment (Protection) Act, 1986
EPR Extended Producer Responsibility
EPCG Scheme The Export Promotion Capital Goods Scheme
Factories Act Factories Act, 1948
FDI Foreign Direct Investment
FPI Foreign Portfolio Investment
FRP Fibre-reinforced polymer
FTAs Free Trade Agreements
GDP Gross Domestic Product
G-secs Government Securities
GST Goods and Service Tax Act, 2017
Hazardous Waste Rules The Hazardous and Other Wastes (Management and Transboundary
Movement) Rules, 2016
HC Hybrid Cushioning
HDPE High Density Polyethylene
HFI High Frequency Indicators
IBEF Indian Brand Equity Foundation
IDRCL India Debt Resolution Co. Ltd
IEC Importer-Exporter Code Certificate
ICAR Indian Council for Agricultural Research
ICMMA India Chemical Merchants & Manufacturers Association
IDRCL India Debt Resolution Co. Limited
IIP Index of Industrial Production
IISR Indian Institute of Spices Research
IPF Indian Plastics Federation
Ind Aus ECTA India-Australia Economic Cooperation and Trade Agreement
IGST Act Integrated Goods and Services Tax Act, 2017
IOCL Indian Oil Corporation Limited
KVA Kilovolt Ampere
LAMEA Latin America, Middle East and African
LICs Low Income Countries
LM Act The Legal Metrology Act, 2009
LLDPE Linear Low-Density polyethylene
MA Maleic Anhydride
MFP Mega Food Parks
MSMEs Micro, Small and Medium Enterprises
MOU Memorandum of Understanding
MT Metric Tone
NaBFID National Bank for Financing Infrastructure and Development
NARCL National Asset Reconstruction Company Ltd
OSH Code Occupational Safety, Health and Working Conditions Code, 2020
Patents Act The Patents Act, 1970
PCR Post Consumer Recycled
P&SP Packaging and Specialty Plastics
PE-VC Private Equity – Venture Capital

Page 15 of 472
 Term Description
PET Polyethylene Terephthalate
PLI Productivity Linked Incentive
PP Polypropylene
PPP Public Private Partnership
PLEXCONCIL Plastics Export Promotion Council
PTL Polyplex (Thailand) Public Co. Ltd.
PVA Poly (vinyl alcohol)
PVC polyvinyl chloride
PVDC polyvinylidene dichloride
PPP Purchasing Power Parity
R&D Research and Development
SDLs State Development Loans
SEZ Special Economic Zones
SHWW Act Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal Act, 2013
Tax Act Income Tax Act, 1961
Tax Amendment Act 2019 Taxation Laws (Amendment) Act, 2019
TM Act The Trademarks Act, 1999
TWh Terawatt Hours
UNWTO United Nations World Tourism Organization
VAE/EVA Vinyl acetate-ethylene
Wage Code Code on Wages, 2019
Water Act The Water (Prevention and Control of Pollution) Act, 1974
WPI Wholesale Price Index

Conventional and General Terms or Abbreviations

Term Description
“₹” or “Rs.” or “Rupees” or “INR” Indian Rupees
“A/C” Account
“AGM” Annual general meeting
“AIFs” Alternative Investments Funds
“AS” or “Accounting Standards” Accounting standards issued by the Institute of Chartered Accountants of India
“AY” Assessment year
“AOA” Articles of Association
“ASBA” Application Supported by Blocked Amount
“BIFR” Board for Industrial and Financial Reconstruction
“Bn” Billion
“BSE” BSE Limited
Unless stated otherwise, the period of 12 months ending December 31 of that
“Calendar Year”
particular year
“CAGR” Compound Annual Growth Rate
“CAN” Common Account Number
“CC” Cash Credit
“CDSL” Central Depository Services (India) Limited
“CENVAT” Central Value Added Tax
“CFO” Chief Financial Officer
“CMD” Chairman and Managing Director
“CIN” Corporate Identity Number
“Civil Code” or “CPC” The Code of Civil Procedure, 1908
“Companies Act, 1956” Companies Act, 1956, along with the relevant rules made thereunder
“Companies Act, 2013” Companies Act, 2013, along with the relevant rules made thereunder
“COVID-19” Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus
and a public health emergency of international concern as declared by the

Page 16 of 472
 Term Description
World Health Organization on January 30, 2020 and a pandemic on March 11,
2020
“CSR” Corporate Social Responsibility
“CST” Central Sales Tax
“Depositories” NSDL and CDSL
“Depositories Act” Depositories Act, 1996
“DIN” Director Identification Number
“DP ID” Depository Participant Identification
“DP” or “Depository Participant” Depository participant as defined under the Depositories Act
“EBITDA” EBITDA is calculated as profit for the year/ period, plus total tax expenses,
exceptional items, finance costs and depreciation and amortization expenses,
less other income
“EGM” Extraordinary General Meeting
“EPS” Earnings Per Share
“ERP Software” Enterprise Resource Planning Software
“EU” European Union
“FDI” Foreign direct investment
“FEMA” Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder
“FII(s)” Foreign Institutional Investors
“FIs” Financial Institutions
“Financial Year” or “Fiscal” or Unless stated otherwise, the period of 12 months ending March 31 of that
“FY” particular year
The Foreign Investment Promotion Board, Ministry of Finance, Government of
“FIPB”
India
“FPI(s)” Foreign portfolio investors as defined under the SEBI FPI Regulations
“FVCI(s)” Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
“GAAP” Generally Accepted Accounting Principles
“GAAR” General Anti Avoidance Rules
“GDP” Gross domestic product
“GoI” or “Government” or Government of India
“Central Government”
“GST” Goods and Services Tax
“GSTIN” Goods and Service Tax Identification Number
“HNI” High Net-worth Individual
“HUF” Hindu Undivided Family
“ICAI” The Institute of Chartered Accountants of India
“IFSC” Indian Financial System Code
“ICDR Regulations” or “SEBI SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
Regulations” or “SEBI (ICDR) amended from time to time.
Regulations”
“IPC” Indian Penal Code, 1860
“IPO” Initial Public Offer
“IRDAI” Insurance Regulatory and Development Authority of India
“IST” Indian Standard Time
“IT” Information Technology
“KYC” Know Your Customer
“Ltd.” Limited
“MD” Managing Director
“MCA” Ministry of Corporate Affairs
“N/A” or “N.A.” Not applicable
“NAV” Net Asset Value
“NACH” National Automated Clearing House
“NEFT” National Electronic Funds Transfer

Page 17 of 472
 Term Description
“Net Worth” The aggregate of the paid-up share capital, share premium account, and
reserves and surplus (excluding revaluation reserve) as reduced by the
aggregate of miscellaneous expenditure (to the extent not adjusted or written
off) and the debit balance of the profit and loss account
“NPCI” National Payments Corporation of India
“NRI” Individual resident outside India, who is a citizen of India
“NRO” Non-Resident Ordinary
“NSDL” National Securities Depository Limited
“NSE” National Stock Exchange of India Limited
“NOC” No Objection Certificate
“p.a.” Per annum
“P/E Ratio” Price/earnings ratio
“PAN” Permanent account number
“PAT” Profit after tax
“PBT” Profit Before Tax
“Pvt.” Private
“QIBs” Qualified Institutional Buyer
“R&D” Research and development
“RBI” The Reserve Bank of India
“RBI Act” The Reserve Bank of India Act, 1934, as amended from time to time.
“Regulation S” Regulation S under the U.S. Securities Act
“RII” or “RIB” Retail Individual Investor or Retail Individual Bidder
“RoNW” Return on Net Worth
“RTGS” Real Time Gross Settlement
“SBO Rules” Companies (Significant Beneficial Owners) Rules, 2018, as amended
“SCRA” Securities Contracts (Regulation) Act, 1956
“SCRR” Securities Contracts (Regulation) Rules, 1957
“SCSB” Self-Certified Syndicate Bank
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act
“SEBI Act” Securities and Exchange Board of India Act, 1992
“SEBI Insider Trading The SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from
Regulations” time to time, including instructions and clarifications issued by SEBI from time
to time.
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended from time to time.
“SEBI Takeover Regulations” or Securities and Exchange Board of India (Substantial Acquisition of Shares
“Takeover Regulations” or and Takeovers) Regulations, 2011.
“Takeover Code”
“SME” Small-Medium Enterprise
“Sq.” Square
“State Government” The government of a state in India
“Stock Exchanges” EMERGE Platform of National Stock Exchange of India
“STT” Securities transaction tax
“TAN” Tax deduction account number
“UIDAI” Unique Identification Authority of India
“UIN” Unique Identification Number
“U.S.” or “USA” or “United United States of America, its territories and possessions, any State of the United
States” States, and the District of Columbia
“USD/US$” United States Dollars
“U.S. Securities Act” U.S. Securities Act of 1933, as amended
“U.S. GAAP” Generally Accepted Accounting Principles in the United States of America
UOI Union of India
“u/s” Under Section
“VAT” Value Added Tax
“WDV” Written Down Value

Page 18 of 472
 Term Description
“WTD” Whole-Time Director
“w.e.f.” with effect from
“WHO” World Health Organization
“YoY” Year over year

Page 19 of 472
 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to “India” are to the Republic of India and all references to the “Government” are to the
Government of India.

FINANCIAL DATA

Unless stated otherwise, the financial data included in this Red Herring Prospectus are extracted from
the restated financial statements of our Company, prepared in accordance with the applicable
provisions of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations,
as stated in the report of our Peer Reviewed Auditor, set out in the section titled “Financial Statements
as Restated” beginning on page 238. Our restated financial statements are derived from our audited
financial statements prepared in accordance with Indian GAAP and the Companies Act and have been
restated in accordance with the SEBI (ICDR) Regulations.

Our fiscal year commences on April 1st of each year and ends on March 31st of the next year. All
references to a particular fiscal year are to the 12-month period ending March 31st of that year. In this
Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All decimals have been rounded off to two decimal points.

There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not
attempted to quantify their impact on the financial data included herein and urges you to consult your
own advisors regarding such differences and their impact on the Company’s financial data. Accordingly,
the extent to which the financial statements included in this Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
practices / Indian GAAP. Any reliance by persons not familiar with Indian Accounting Practices on the
financial disclosures presented in this Red Herring Prospectus should accordingly be limited.

Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management Discussion and
Analysis of Financial Condition and Results of Operations” and elsewhere in this Red Herring
Prospectus unless otherwise indicated, have been calculated on the basis of the Company’s restated
financial statements prepared in accordance with the applicable provisions of the Companies Act,
Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of our
Peer Reviewed Auditor, set out in the section titled “Financial Statements as Restated” beginning on
page 238.

CURRENCY OF PRESENTATION

In this Red Herring Prospectus, references to “Rupees” or “Rs.” or “INR” “₹” are to Indian Rupees, the
official currency of the Republic of India. All references to “$”, “US$”, “USD”, “U.S. $” or “U.S. Dollars”
are to United States Dollars, the official currency of the United States of America.

All references to ‘million’/ ‘Million’/ ‘Mn’ refer to one million, which is equivalent to ‘ten lacs’ or ‘ten
lakhs’, the word ‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million’ and
‘billion / bn. / Billions’ means ‘one hundred crores.

INDUSTRY AND MARKET DATA

Unless stated otherwise, industry and market data and various forecasts used throughout this Red
Herring Prospectus have been obtained from publicly available information, industry sources and
government publications.

Page 20 of 472
Industry sources as well as government publications generally state that the information contained in
those publications has been obtained from sources believed to be reliable but their accuracy and
completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

Although industry data used in this Red Herring Prospectus is reliable, it has not been independently
verified by the Book Running Lead Manager or our Company or any of their affiliates or advisors. Such
data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in the section titled “Risk Factors” beginning on page 41. Accordingly,
investment decisions should not be based solely on such information.

Further, the extent to which the industry and market data presented in this Red Herring Prospectus is
meaningful depends on the reader’s familiarity with and understanding of the methodologies used in
compiling such data. There are no standard data gathering methodologies in the industry in which we
conduct our business, and methodologies and assumptions may vary widely among different industry
sources.

EXCHANGE RATES

This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian
Rupees that have been presented solely to comply with the requirements of the SEBI ICDR Regulations.
These conversions should not be construed as a representation that such currency amounts could have
been, or can be converted into Indian Rupees, at any particular rate, or at all. The exchange rates of
certain currencies used in this Red Herring Prospectus into Indian Rupees for the periods indicated are
provided below:

Currency As on September 30, As on March 31, As on March 31, As on March 31,

2023 (Rs.) 2023 (Rs.) (1) 2022 (Rs.) (1) 2021 (Rs.) (1)
1 USD 83.06 82.22 75.81 73.50
1 Euro 87.94 89.61 84.66 86.10
(Source for 1 USD and 1 Euro: [Link] and [Link])
(1) In the event that March 31 of any of the respective years is a holiday, the previous calendar day not being a public holiday
has been considered.

Page 21 of 472
 FORWARD LOOKING STATEMENTS

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

These forward-looking statements, whether made by us or a third-party, are based on our current
plans, estimates, presumptions and expectations and actual results may differ materially from those
suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement.

This may be due to risks or uncertainties or assumptions associated with the expectations with respect
to, but not limited to, regulatory changes pertaining to the industry in which our Company operates
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 which have an impact on our business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, , the performance of the financial markets in India and
globally, changes in domestic laws, regulations and taxes, changes in competition in the industry and
incidence of any natural calamities and/or acts of violence. Important factors that could cause actual
results to differ materially from our Company’s expectations include, but are not limited to, the
following:

• A reduction in the demand of our products and/or competing products gaining wider market
acceptance;
• Loss of one or more of our key customers and/or suppliers;
• An increase in the productivity and overall efficiency of our competitors;
• An adverse change in the regulations governing our products and the products of our customers;
• Any adverse development that may affect the operations of our manufacturing units;
• Any qualifications or other observations made by our future statutory auditors which may affect
our results of operations;
• A downturn in the utility of our products to the industries we cater to;
• Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals
with respect to the usage of our key raw material may adversely affect our business, financial
condition, results of operations and prospects;
• General economic and business conditions in the markets in which we operate and in the local,
regional and national economies;
• Changes in technology and our ability to manage any disruption or failure of our technology
systems;
• Our ability to attract and retain qualified personnel;
• Our ability to successfully execute our expansion strategy in a timely manner or at all;
• Changes in political and social conditions in India or in countries that we may enter, the monetary
and interest rate policies of India and other countries, inflation, deflation, unanticipated
turbulence in interest rates, equity prices or other rates or prices;
• Our reliance on third party suppliers for our products;
• The performance of the financial markets in India and globally;
• Any adverse outcome in the legal proceedings in which we are involved;
• Occurrences of natural disasters or calamities affecting the areas in which we have operations;

Page 22 of 472
• Market fluctuations and industry dynamics beyond our control;
• Our ability to compete effectively, particularly in new markets and businesses;
• Changes in foreign exchange rates or other rates or prices;
• Inability to collect our dues and receivables from, or invoice our unbilled services to, our
customers, our results of operations;
• Other factors beyond our control;
• Our ability to manage risks that arise from these factors;
• Conflict of interest with our Promoters, Promoter Group, Group Company and other related
parties;
• Changes in domestic and foreign laws, regulations and taxes and changes in competition in our
industry;
• Termination of customer/works contracts without cause and with little or no notice or penalty;
and
• Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals or
noncompliance with and changes in, safety, health and environmental laws and other applicable
regulations, may adversely affect our business, financial condition, results of operations and
prospects.

For a further discussion of factors that could cause our actual results to differ from our expectations,
see section titled “Risk Factors” and chapter titled “Our Business” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” beginning on pages 41, 167 and 335,
respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could
materially differ from those that have been estimated and are not a guarantee of future performance.

Although we believe that the assumptions on which such forward-looking statements are based are
reasonable, we cannot assure investors that the expectations reflected in these forward-looking
statements will prove to be correct. Given these uncertainties, investors are cautioned not to place
undue reliance on such forward-looking statements and not to regard such statements as a guarantee
of future performance.

Forward-looking statements reflect the current views of our Company as on the date of this Red
Herring Prospectus and are not a guarantee of future performance. These statements are based on
the management’s belief 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 as well as statements based on them could prove to be
inaccurate. Neither our Company, our Promoters, our Directors, the BRLM, 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.

In accordance with regulatory requirements, our Company will ensure that investors in India are
informed of material developments from the date of registration of this Red Herring Prospectus with
the RoC until receipt of final listing and trading approvals by the Stock Exchanges for this Issue.

Page 23 of 472
 SECTION - II

SUMMARY OF ISSUE DOCUMENT

The following is a general summary of the terms of the Issue. This summary should be read in
conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere
in this Red Herring Prospectus, including the sections entitled “Risk Factors”, “Our Industry”,
“Outstanding Litigation and Material Developments”, “Our Promoters and Promoter Group”,
“Financial Statements as Restated” “Objects of the Issue”, “Our Business”, “Issue Procedure” and
“Main Provisions of Articles of Association” on page 41, 140, 367, 225, 238, 113, 167, 403 and 431
respectively.

OVERVIEW OF BUSINESS

Our company primarily engages in the distribution of various plastic-based products such as Biaxially
Oriented Polypropylene (BOPP) film, Polyester Films, Cast Polypropylene (CPP) films, Plastic granules,
Inks, Adhesives, Masterbatches, Ethyl Acedate, and Titanium Dioxide. In addition, our company is a Del
Credere Associate (DCA) and Dealer operated polymer warehouse (DOPW) of Indian Oil Corporation
Limited for their polymer division.

For details, please refer “Our Business” on page 167.

OVERVIEW OF INDUSTRY IN WHICH OUR COMPANY OPERATES

Indian plastic industry market is one of the leading sectors in the country’s economy. The history of the
plastic industry in India dates to 1957 with the production of polystyrene. Since then, the industry has
made substantial progress and has grown rapidly. The industry is present across the country and has
more than 2,000 exporters. It employs more than 4 million people in the country and constitutes 30,000
processing units; among these, 85-90% belong to small medium enterprises. India manufactures
various products such as plastics and linoleum, houseware products, fishnets, medical items, packaging
items, plastic films, pipes, raw material, etc.

(Source: [Link]

For details, please refer “Our Industry” on page 140.

NAME OF PROMOTERS

The Individual and Corporate Promoter of our Company are Mr. Rajeev Goenka, Mrs. Poonam Goenka
and M/s Purv Logistics Private Limited. For detailed information please refer to the Chapter titled “Our
Promoters and Promoter Group” on page 225.

SIZE OF THE ISSUE

Issue of Equity Shares (1) Up to 56,64,000 Equity Shares, aggregating up to Rs. [●]
Of which
Fresh Issue (1) Up to 56,64,000 Equity Shares, aggregating up to Rs. [●]
Offer for Sale NIL
(1) Our Board has authorized the Issue, pursuant to a resolution dated September 01, 2023. Our Shareholders
have authorized the Issue, pursuant to a special resolution dated September 07, 2023.

Our Company, in consultation with the BRLM, has undertaken a Pre-IPO placement of 12,00,000 Equity Shares for
an aggregate amount of ₹ 852.00 Lakhs. The size of the Fresh Issue as disclosed in the Draft Red Herring

Page 24 of 472
Prospectus, of up to 68,64,000 Equity Shares, has been reduced by 12,00,000 Equity Shares pursuant to the Pre-
IPO Placement, and accordingly, the Fresh Issue is for up to 56,64,000 Equity Shares.

The above table summarizes the details of the issue. For further details of the issue, see “The Issue”
and “Issue Structure” on pages 73 and 400 respectively.

OBJECTS OF THE ISSUE

The Net Proceeds are proposed to be used in the manner set out in the following table:
(Rs. in Lakhs)
Particulars Amount % of Gross Proceeds % of Net Proceeds
Repayment of existing borrowings availed by our
1,987.23 [●] [●]
company from scheduled commercial banks.
Funding the working capital requirement of our
2,000.00
Company
General corporate purposes (1) [●] [●] [●]
Net Proceed [●] [●] [●]
(1)
To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The
amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds.

For further details, see “Objects of the Issue” on page 113.

AGGREGATE PRE–ISSUE SHAREHOLDING OF THE PROMOTER AND PROMOTER GROUP

The aggregate pre-Issue shareholding of Our Promoter and Promoter Group as a % of the pre- Issue
paid up equity share capital of our Company is set out below:

No. of Equity As a % of Pre – Issue

S. No. Name of the Shareholder
Shares (Pre-Issue) Share Capital
A) Promoter
1 Purv Logistics Private Limited 93,42,500 60.99%
2 Rajeev Goenka 25,36,970 16.56%
3 Poonam Goenka 16,09,080 10.50%
Sub Total (A) 1,34,88,550 88.05%
B) Promoter Group
1 Sajan Kumar Rajeev Kumar HUF 3,77,500 2.46%
2 Rajeev Kumar Goenka HUF 2,52,500 1.65%
3 Unnat Goenka 100 0.00%
4 Vanshay Goenka 100 0.00%
Sub Total (B) 6,30,200 4.11%
Total (A+B) 1,41,18,750 92.16%
Note: There is no offer for sale from the existing shareholders of the company in the present issue of the issuer.

For further details, see the chapter titled “Capital Structure” beginning on page 92.

SUMMARY DERIVED FROM THE RESTATED CONSOLIDATED FINANCIAL STATEMENTS

Following are details as per the Restated Consolidated Financial Statements for the period ended on
September 30, 2023, and for the financial year ended as on March 31, 2023, 2022 and 2021.
(Rs. in Lakhs)
Particulars September 30, March 31, March 31, March 31,
2023 2023 2022 2021
Equity Share Capital 1,411.88 1,411.88 1,411.88 1,411.88
Net Worth 8,152.42 7,619.22 6,793.09 5,898.36
Revenue From Operations (1) 13,439.09 33,317.44 22,237.34 13,303.75

Page 25 of 472
 Particulars September 30, March 31, March 31, March 31,
2023 2023 2022 2021
Profit / (Loss) After Tax 430.13 826.13 626.73 567.50
Earnings per share (Basic and Diluted) 3.05 5.85 4.44 4.02
Net Asset Value per Equity Share 57.74 53.97 48.11 41.78
Total Borrowings (2) 15,013.96 12,350.98 8,340.10 7,077.77

Notes:
(1) Excluding other income.
(2) Total borrowings include both secured and unsecured long-term borrowings and short- term borrowings, including
borrowings repayable within 12 months and instalment amount of term loans repayable within 12 months grouped under
“Short Term Borrowings”.

For further details, see the chapter titled “Financial Statements as Restated” beginning on page 238.

AUDITORS QUALIFICATIONS

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

SUMMARY OF OUTSTANDING LITIGATIONS

A summary of outstanding litigation proceedings as on the date of this Red Herring Prospectus as
disclosed in Section titled “Outstanding Litigation and Material Developments” in terms of the SEBI
(ICDR) Regulations and the Materiality Policy is provided below:
(Rs. in Lakhs)
Type of Proceedings Number of cases Amount$
Cases against our Company
Outstanding Criminal proceedings 1 1.00
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings 3 300.27#
Total 4 301.27
Cases by our Company
Outstanding Criminal proceedings 1 115.67
Outstanding material civil litigation 2 21.73
Total 3 137.40
Cases against our Promoters
Outstanding Criminal proceedings NIL NIL
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings 2 0.11
Total 2 0.11
Cases by our Promoters
Outstanding Criminal proceedings NIL NIL
Outstanding material civil litigation NIL NIL
Total Nil NIL
Cases against our Directors (Other than Promoters)
Outstanding Criminal proceedings NIL NIL
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings 3 0.32
Total 3 0.32
Cases by our Directors (Other than Promoters)
Outstanding Criminal proceedings NIL NIL
Outstanding material civil litigation NIL NIL
Total Nil NIL
$To the extent quantifiable and ascertainable

Page 26 of 472
Litigation related to our Subsidiaries:
(Rs. In Lakhs)
Type of Proceedings Number of cases Amount$
Cases against our Subsidiaries
Outstanding Criminal proceedings NIL NIL
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings 7 11.86##
Total 7 11.86
Cases by our Subsidiaries
Outstanding Criminal proceedings 4 25.82
Outstanding material civil litigation NIL NIL
Total 4 25.82
$To the extent quantifiable and ascertainable

Litigations relating to our Group Companies:

Type of Proceedings Number of cases Amount$

Cases against our Group Companies
Outstanding Criminal proceedings NIL NIL
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation 1 14.19**
Total 1 14.19
Cases by our Group Companies
Outstanding Criminal proceedings 1 4.73
Outstanding material civil litigation 2 Nil*
Total 3 4.73
$To the extent quantifiable and ascertainable
*Outstanding material civil litigations in respect of misc. case no 56/2022 is in connection with or by reason of litigation having
misc. execution no. 06/2019(**) which is against our group company.
*Outstanding material civil litigation in respect of title suit no. 1083/2022 is in respect of the permanent injunction filed before
the learned civil judge (junior division), first court-Howrah and it is in respect of immovable property hence the value cannot be
ascertained or quantified.
**The litigations, inter alia [Link].06/2019, Title Suit 1083/2022 and Misc Case 56/2022, are in respect of our two Group Companies
namely Purv Films Private Limited and Airborne Technologies Private Limited are pending in Howrah Court of Judicature, West
Bengal where the Bengal Investment Limited is another party to the litigation.
#As per notice dated 13.02.2023 the demand amounting to Rs. 1,96,71,865/- is in relation with ITC available as per GSTR-2A and
ITC claimed in GSTR-3B for the period April 2022 to September 2022. The company has submitted the reconciliation of the
mismatch on 23.02.2023 and is of the view that the demand is not maintainable after reconciliation, but the case is reported as
department has not passed any order yet in favour of the company.
## In the case of Cool Caps Industries Private Limited, in the AY 2022-23, there are mismatches in the disallowed expenses as per
Form 3CD and ITR filed. The Assessing Officer has made additions in the income amounting to Rs. 2,97,450/-, however, amount of
demand is not yet quantified.
## In the case of Purv Ecoplast Private Limited, in respect of period November 2020 to September 2022, GST department has
initiated verification with respect to ITC available as per GSTR-2A and ITC claimed in GSTR-3B. However, amount of demand is not
yet quantified. In case of Cool Caps Industries Limited, in respect of period July 2017 to March 2022, GST department has initiated
an audit under Section 65 of the CGST Act, 2017. Total liability proposed under audit memo dated 06.12.2023 is Rs. 17,49,627/-,
however the said demand has not yet been finalised vide issuance of Form GST ADT-02 as per GST Law.

In the continuation of litigation matters, Bengal Investment Limited was awarded an arbitral award dated July 25, 2018,
entitling them to receive the disputed rent of Rs. 11,18,576, along with costs associated with the award amounting to Rs.
3,00,000, totaling to Rs 14,18,576 from our Group Company, Airborne Technologies Private Limited. Bengal Investment Limited
filed the petition no. M. Ex-06/2019 with the Learned Civil Judge Senior Division, Howrah on January 25, 2019, under Order 21,
Rule 10 of the Code of Civil Procedure, 1908, to invoke execution proceedings against our Group Company, Airborne
Technologies Private Limited for the said arbitral award. On January 21, 2022, Bengal Investment Limited filed an interlocutory
application within the main application seeking attachment of movable and immovable property owned by our Group
Company, Airborne Technologies Private Limited. An order for execution of the attachment was obtained on May 6, 2022.
However, the immovable properties subject to the execution proceedings in M. Ex. 06/2019 were already transferred to our
other Group Company, Purv Films Private Limited on October 20th, 2020, and registered on February 25, 2021.

Therefore, Purv Films Private Limited approached the Learned Civil Judge Junior Division, Howrah via application number
1083/2022 dated August 4, 2022, to safeguard its rights, title, or interest in the properties in question. They filed a title suit for
permanent injunction and sought an ad interim injunction from the Learned Civil Judge Junior Division, Howrah. This matter is

Page 27 of 472
still pending in court and is scheduled to be heard on April 08, 2024. Purv Films Private Limited has also filed a Miscellaneous
Application having case number 56 of 2022 in the ongoing execution proceedings in M. Ex. 06/2019 which aims to raise
complaints and questions the right, title, or interest of the properties subject to attachment in the execution proceedings. This
matter is still pending in court and is scheduled to be heard on February 20, 2024.

For detailed information please refer to page 367 under Chapter titled “Outstanding Litigation and
Material developments”.

RISK FACTORS

Investors should see “Risk Factors” on page 41, to have an informed view before making an investment
decision.

SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY

Details of the contingent liabilities and capital commitments of our Company for the period ended
September 30, 2023, and for the Financial Year ended on March 31, 2023, 2022 and 2021 derived from
the Restated Standalone Financial Statements are set forth below:
(Rs. in Lakhs)
September March 31, March 31, March 31,
Particulars
30, 2023 2023 2022 2021
(1) Contingent liabilities
(a) Guarantees issued by banks 1105.78 1,123.90 858.23 875.65
(b) Income tax Matters - 0.41 - -
(c) Indirect tax Matters 11.86 209.07 255.00 255.00
(d) Corporate Guarantee Given by Company 7538.93 19,380.40 6,971.02 -
Total (1) 8,656.57 20,713.78 8,084.25 1,130.65
(2) Commitments
(a) Capital Commitments (166.00) 423.57 624.26 624.26

For detailed information on the Contingent Liabilities on our Company, please refer “Financial
Statements as Restated – Annexure 4- Contingent Liabilities and Capital Commitments” beginning on
Page 253.

*Remainder of the Page is kept intentionally Blank*

Page 28 of 472
SUMMARY OF RELATED PARTY TRANSACTIONS

Following is the summary detail of the Related Party Transaction on Consolidated basis entered by the company for the period ended on September 30, 2023,
and the financial year ended on March 31, 2023, 2022 and 2021.

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For detailed information on the Related Party Transactions executed by our Company, please refer “Financial Statements as Restated – Annexure – 32: Related
Party Transaction” on page 278.

Following is the summary detail of the Related Party Transaction on Standalone basis entered by the company for the period ended on September 30, 2023, and
for the financial year ended on March 31, 2023, 2022 and 2021.

Page 36 of 472
Page 37 of 472
For detailed information on the Related Party Transactions executed by our Company, please refer “Financial Statements as Restated – Annexure – 30: Related
Party Transaction” on page 325.

Page 38 of 472
FINANCING ARRANGEMENTS

There have been no financing arrangements whereby our Promoter, members of the Promoter Group,
the directors of the Company which are promoters of the Company, the directors of the Company and
their relatives have financed the purchase by any other person of securities of our Company, other
than in the normal course of business, of the financing entity during a period of six months
immediately preceding the date of this Red Herring Prospectus.

WEIGHTED AVERAGE PRICE AT WHICH EQUITY SHARES ACQUIRED BY EACH OF OUR PROMOTER
DURING THE LAST ONE YEAR PRECEDING THE DATE OF THIS RED HERRING PROSPECTUS

The Individual Promoters and Corporate Promoter of our Company namely, Mr. Rajeev Goenka, Mrs.
Poonam Goenka and M/s. Purv Logistics Private Limited respectively, have not acquired any shares of
the company during the past one year from the date of filing of this Red Herring Prospectus.
Henceforth, the weighted average price of equity shares is NIL.

AVERAGE COST OF ACQUISITION OF SHARES FOR PROMOTER

The average cost of acquisition of subscription of equity shares by our promoters are set forth in the
table below:
No. of Equity Shares Average Cost of Acquisition
S. No. Name of Promoters
held per equity share (in Rs.) *
1. Rajeev Goenka 25,36,970 5.20
2. Poonam Goenka 16,09,080 1.18
3. Purv Logistics Private Limited 93,42,500 -
Note: Pursuant to the certificate dated February 05, 2024, by our Statutory Auditor M/s Keyur Shah &
Associates, Chartered Accountants.

* The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account
amount paid by them to acquire, by way of fresh issuance or transfer, the Equity Shares less amount received by
them for the sale of Equity Shares through transfer, if any and the net cost of acquisition has been divided by
total number of shares held as on date of the Red Herring Prospectus.

For further details of the acquisition of Equity Shares of our Promoters, see “Capital Structure – Build-
up of Equity Shareholding of the Promoter of our Company” on page 104.

PRE-IPO PLACEMENTS

Our Company in consultation with BRLM, has undertaken a Pre-IPO placement of 12,00,000 Equity
Shares for an aggregate amount of ₹ 852.00 Lakhs. The size of the Fresh Issue as disclosed in the Draft
Red Herring Prospectus, aggregating up to 68,64,000 Equity Shares, has been reduced by 12,00,000
Equity Shares pursuant to the Pre-IPO Placement, and accordingly, the Fresh Issue is for up to
56,64,000 Equity Shares. Allotees under the Pre-IPO Placement are as under:

S. No. Name of Allottees Number of Equity Shares

1. Atul Chauhan HUF 208,000
2. Sunil Kumar Agarwal 140,800
3. Radhika Goyal 54,400
4. Priyanka Goyal 54,400
5. Rekha Goyal 54,400
6. Vikash Jain 46,400
7. Shiv Ratan Maheshwari 32,000
8. Rahul Kirti Gorgi 28,800
9. Jinal V Gogri 28,800

Page 39 of 472
 S. No. Name of Allottees Number of Equity Shares
10. Nilesh V Parekh 28,800
11. Amit N Shah 28,800
12. Chandan S Chheda 28,800
13. Alpa K Chheda 28,800
14. Sonal S Mehta 28,800
15. Keyur M Shah 28,800
16. Amit Lapasiya 28,800
17. Prosperity Catalyst (OPC) Private Limited 20,800
18. Shri Dakshineshwari Maa Polyfabs Ltd 17,600
19. Sharmila Bansal 17,600
20. Sandeep Kochar 16,000
21. Spatial Services Private Limited 16,000
22. Ashish Kumar Himmatsingka 16,000
23. Pallavi Kiran Shah 16,000
24. Ritu Agarwal 16,000
25. Salil Mahajan 16,000
26. Shweta Sethi 16,000
27. Pawan Kumar Agarwal 16,000
28. Gopalji Choudhary 16,000
29. Shivaani Kariwal 16,000
30. Seema Devi. Bakliwal 16,000
31. Rochita Construction Pvt Ltd 16,000
32. Om Binayak Textiles Private Limited 16,000
33. Pratibha Chandak 16,000
34. Sudha Karnani 14,400
35. Manoj Kumar Bhagat 8,000
36. Bishwanath Bajaj 8,000
37. Sunil Agrawal 8,000
38. Karan Jain 8,000
39. Raju Lekhraj Purswani 8,000
40. Bhagwati India Pvt Ltd 8,000
41. Siddhartha Kochar 8,000

ISSUE OF SHARE FOR CONSIDERATION OTHER THAN CASH

Our company has not issued any share for consideration other than cash in the one year preceding
the date of this Red Herring Prospectus.

SPLIT / CONSOLIDATION OF EQUITY SHARES OF OUR COMPANY IN THE LAST ONE YEAR

During the last one year, our company pursuant to a special resolution passed at the Extra-Ordinary
General meeting dated February 02, 2023, has sub-divided the face value of the equity shares of the
Company from the existing of Rs. 100/- each to Rs. 10/-

SEBI EXEMPTIONS

Our Company has not been granted any exemption from complying with any provisions of securities
laws by SEBI.

Page 40 of 472
 SECTION – III

RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all of the
information in this Red Herring Prospectus and the Prospectus, when available, particularly the “Our
Business”, “Our Industry” “Financial Statements as Restated” and related notes thereon and
“Management Discussions and Analysis of Financial Condition and Results of Operations” on page
167, 140, 238 and 335 respectively and the risks and uncertainties described below, before making an
investment in the Equity Shares. The risks and uncertainties described in this section are not the only
risks that we currently face. Additional risks and uncertainties not presently known to us or that we
currently believe to be immaterial may also have an adverse impact on our business, results of
operations, cash flows and financial condition. If any or a combination of the following risks, or other
risks that are not currently known or are currently deemed immaterial, occur, our business, results of
operations, cash flows and financial condition may be adversely affected, the price of the Equity Shares
could decline, and you may lose all or part of your investment.

In making an investment decision, as prospective investors, you must rely on your own examination of
us and the terms of the issue, including the merits and the risks involved. You should consult your tax,
financial, or legal advisors about the particular consequences of investing in the Issue. Unless specified
or quantified in the relevant risk factors below, we are unable to quantify the financial or other impact
of any of the risks described in this section. 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. To obtain a complete
understanding of our business, you should read this section in conjunction with the sections titled “Our
Industry”, “Our Business”, and “Financial Statements as Restated” beginning on pages 140, 167 and
238, respectively, as well as the other financial and statistical information contained in this Red Herring
Prospectus.

This Red Herring Prospectus also contains certain 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 various factors, including the
considerations described in this section and elsewhere in this Red Herring Prospectus.

The financial and other related implications of the risks concerned, wherever quantifiable, have been
disclosed in the risk factors below. However, there are risk factors the potential effects of which are
not quantifiable and therefore no quantification has been provided with respect to such risk factors. In
making an investment decision, prospective investors must rely on their own examination of our
Company and the terms of the issue, including the merits and the risks involved. You should not invest
in this issue unless you are prepared to accept the risk of losing all or part of your investment, and you
should consult your tax, financial and legal advisors about the consequences to you and investment in
our Equity Shares.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the
financial or other implications of any of the risks described in this section. Unless the context otherwise
requires, in this section, reference to “we”, “us” “our” refers to our Company.

Unless otherwise stated, the financial information of our Company used in this section is derived from
our audited financial statements under GAAP, as restated.

The Risk Factors have been determined on the basis of their materiality. The following factors have
been considered for determining the materiality of Risk Factors:

Page 41 of 472
• Some events may not be material individually but may be found material collectively.
• Some events may have material impact qualitatively instead of quantitatively.
• Some events may not be material at present but may be having material impact in future.

The risk factors are classified as under for the sake of better clarity and increased understanding:

Risk
Factors

Internal External
Risks Risks

Issue Industry
Business Other
Related Related
Risks Risks
Risks Risks

INTERNAL RISK FACTORS

Business Specific/ Company specific Risk

1. Inadequate or interrupted supply and price fluctuation of packaging materials could adversely
affect our business, results of operations, cash flows, profitability and financial condition.

Our company engages in the distribution of various plastic-based products such as Biaxially
Oriented Polypropylene (BOPP) film, Polyester Films, Cast Polypropylene (CPP) films, Plastic
granules, Inks, Adhesives, Masterbatches, Ethyl Acedate, and Titanium Dioxide. We offer
customized bulk packaging solutions to business-to-business (B2B) manufacturers in a variety of
industries.

The quantity and cost of our products are dependent on our ability to source those products and
packaging materials at acceptable prices and maintain a stable and sufficient supply of the same.
The products we use are subject to price volatility and unavailability caused by external
conditions, such as commodity price fluctuations within India and globally, weather conditions,
supply & demand dynamics, logistics, our bargaining power with the suppliers, inflation and
governmental regulations and policies.

We generally pass on the cost escalations to our customers, however, we may not be able to pass
on every instance of escalation in input costs and may have to pursue internal cost control
measures or may have to absorb in some instances. If we are not able to effectively pass on our
escalated costs to customers, such price escalations could have a material adverse impact on the
results of operations, financial condition and cash flows.

2. We are highly dependent upon a limited number of suppliers. 76.32%, 80.74% and 74.79% of
our Total Purchases are derived from our top 5 suppliers for the period ended on September 30,
2023, and for the Fiscal Years ended on March 31, 2023, 2022 and 2021.

We source our products requirement indigenously or through imports. Purchases made from our
largest supplier, top 5 suppliers and top 10 suppliers for the period ended on September 30, 2023,
and for the Fiscals Years 2023, 2022 and 2021 are as follows:

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 (Rs. in Lakhs)
For the period ended on For the Fiscal Year ended on
September 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Particulars
% of Total % of Total % of Total % of Total
Amount Amount Amount Amount
Purchases Purchases Purchases Purchases
Largest
1,136.17 23.35% 4,998.81 35.66% 4,491.78 28.31% 2,540.80 27.50%
Supplier
Top 5
3091.29 63.53% 10,699.44 76.32% 12,246.92 77.18% 6,909.49 74.79%
Suppliers
Top 10
3946.28 81.51% 12,105.40 86.36% 14,193.16 89.44% 7,970.50 86.28%
Suppliers

While we may find additional suppliers to supply these products, any failure of our suppliers to
deliver these products in the necessary quantities or to adhere to delivery schedules, credit terms
or specified quality standards and technical specifications may adversely affect our business and
our ability to deliver orders on time and at the desired level of quality.

As a result, we may lose customers which could have a material adverse effect on our business,
financial condition, and results of operations. Further our product supply and pricing may become
volatile due to several factors beyond our control, including global demand and supply, general
economic and political conditions, transportation and labour unrest, natural disasters,
competition, import duties, tariffs and currency exchange rates, and there are inherent
uncertainties in estimating such variables, regardless of the methodologies and assumptions that
we may use. Therefore, we cannot assure that we will be able to procure adequate supplies of
our products in the future, as and when we need them on commercially acceptable terms.
Further, there can be no assurance that we will be able to effectively manage relationships with
our existing or new suppliers or that we will be able to enter into arrangements with new
suppliers at attractive terms or at all. If we fail to successfully leverage our existing and new
relationships with suppliers, our business and financial performance could be adversely affected.

3. We have entered into Del Credere Associate (DCA) Agreement and Del Credere Associate
Operated Polymers Warehouse (DOPW) Agreement with Indian Oil Corporation Ltd. (“IOCL”).
Termination or non-renewal of the Agreement or any material modification to the existing
terms under such agreement adverse to our interest will materially and adversely affect our
ability to continue our business and operations and our future financial performance.

We have entered into long-term agreements for plastic/ polymer granules mainly HDPE, LLDPE,
PP as Del-credere Agent of Indian Oil Corporation Limited (IOCL). We have first entered into an
agreement with IOCL as DCA and DOPW operator in year 2017 which has been lastly renewed on
June 26, 2023, whereby we have been appointed as Del Credere Associates for prompt payments
to IOCL against sale of products by IOCL to its customers. Pursuant to the said arrangements, we
have also been granted the right to market and sell to customers on behalf of IOCL with the
objective inter alia, of receiving and storing the products. Pursuant to the agreement, we are
entitled to receive commission on any such sales made through us, however in case of default on
payment by such parties, IOCL has the right to recover the amount from us with interest for
overdue period.

Further, any suspension, restriction or termination of the agreement by IOCL could adversely
affect our operating results and financial condition. In the event IOCL exercises their right to
terminate the agreement whether on the occurrence of any event mentioned in the Agreement
or otherwise, or, on expiry of the term of the agreement, or in the event that they are unwilling
to renew the agreement or impose terms which are less favorable to us than existing terms, it
may materially and adversely affect our business operations and our future financial
performance.

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4. Our Company requires significant amounts of working capital and 82.11%, 82.05%, 90.51% and
90.42% of our current assets comprises of trade receivables and inventories for the period ended
on September 30, 2023, and for the Fiscal Year ended on March 31, 2023, 2022 and 2021. Our
inability to meet our working capital requirements including failure to realize receivables and
inventories may have an adverse effect on our results of operations and overall business.

Our business requires significant working capital, such as financing the purchase of our products,
and payments for operating expenses before we receive payment from our customers. In
addition, the actual amount of our future capital requirements may differ from estimates as a
result, among other factors, cost overruns, unanticipated expenses, regulatory changes,
economic conditions, additional market developments and new opportunities in the industry. A
significant portion of our working capital is consumed in trade receivables and inventories.
Summary of our working capital position is given below:
(Rs. in Lakhs)
S. September 30, March 31, March 31, March 31,
Particulars
No. 2023 2023 2022 2021
A. Current Assets
1. Inventory
− Finished Goods 1,436.27 1,593.01 1,833.60 1,617.60
2. Trade Receivables 7,065.96 6,258.22 5,242.66 4,859.69
3. Other Financial and current assets 1,852.10 1,718.11 741.77 685.88
Total Current Assets 10,354.33 9,569.34 7,818.03 7,163.17

B. Current Liabilities
1. Trade payables 1,327.31 1,752.85 1,036.18 1,341.39
2. Advance from Customers 39.38 60.95 9.76 32.71
3. Other Financial and Current Liabilities 771.47 960.85 676.19 642.12
Total Current Liabilities 2,138.16 2,774.65 1,722.13 2,016.22

C. Working Capital Gap 8216.17 6,794.69 6,095.90 5,146.95

D. Means of Finance
1. External Borrowings
− Working Capital Limits from Banks 5,443.83 3,809.57 3,252.41 3,235.61
and financial Institutions
2. Net worth / Internal Accruals 2,772.34 2,985.12 2,843.49 1,911.34
Pursuant to the certificate dated February 05, 2024, issued by our statutory auditor M/s. Keyur Shah &
Associates, chartered accountants.

We have to maintain adequate inventories of our products to meet our day-to-day requirements
and avoid situations like stock outs. The result of our operations depends upon our ability to
manage our inventories. To effectively manage our inventory, we must be able to accurately
estimate customer demand and supply requirements and trade inventory accordingly. If our
management misjudges expected customer demand, it could adversely impact the results by
causing either a shortage of products or an accumulation of excess inventory. Further, if we fail
to sell the inventory, we may be required to write-down our inventory or pay our suppliers
without new purchases, or create additional vendor financing, which could have an adverse
impact on our income and cash flows, liquidity and overall business.

We intend to continue to grow our business operations by expanding capacities of our existing
products and introducing new products. The Objects of the Issue include, amongst others,
funding the working capital requirement of our business. In order to sell new products, we might
have to maintain a higher level of inventories and may also have to offer liberal credit terms to
our customers to establish the demand and market for the newer / wider range of products. This

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 may result in further increase in the quantum of working capital particularly trade receivables
and inventories. Our inability to maintain sufficient cash flows, realize existing inventories & trade
receivables, maintain credit facility and other sources of fund, in a timely manner, or at all, to
meet the increasing requirement of working capital may have significant adverse effect on our
financial condition and result of our operations. For further details, please refer to the chapter
titled “Objects of the Issue” beginning on page 113.

5. The introduction of alternative packaging materials caused by changes in technology or

consumer preferences may affect demand for our existing products, which may adversely affect
our financial results and business prospects.

Our products are used mainly by companies who require packaging materials for FMCG, chemical,
Food Products, Textiles, Pesticides, Fertilizers, Ceramics, etc. Our business is affected by changes
in technology, consumer preferences, market perception of brand, attractiveness, convenience,
safety and environmental norms. Our ability to anticipate such changes and to continuously
develop and introduce new and enhanced products successfully on a timely basis will be a key
factor in our growth and business prospects. There can be no assurance that we will be able to
keep pace with the technological advances that may be necessary for us to remain competitive.
Further, any substantial change in preference of consumers who are end users of our products
will affect our customers’ businesses and, in turn, will affect the demand for our products. Any
failure to forecast and/or meet the changing demands of packaging businesses and consumer
preferences may have an adverse effect on our business, profitability and growth prospects.

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

We are dependent on a limited number of customers for a significant portion of our revenues.
Revenues generated from sales to our top 10 customers was Rs. 2,058.28 lakhs, Rs. 5881.51 lakhs,
Rs. 6281.10 lakhs and Rs. 3806.64 lakhs which represented 37.45%, 37.45 %, 36.73 % and 37.23
% of our revenue from operations for the period ended on September 30, 2023, and during the
Fiscal 2023, Fiscal 2022 and Fiscal 2021 respectively. However, the composition and revenue
generated from these clients might change as we continue to add new customers in normal
course of business. While we have developed valued relationships with certain of our customers
in the normal course of business, there can be no assurance that our customers in the past or our
newly acquired customers will continue to place similar orders with us in the future. The loss of
one or more of these significant customers or a significant decrease in business from any such
key customer, whether due to circumstances specific to such customer or adverse market
conditions affecting the industry in which our customer operates or the economic environment,
may materially and adversely affect our business, results of operations and financial condition.

Our reliance on a select group of customers may also constrain our ability to negotiate our
arrangements, which may have an impact on our profit margins and financial performance. The
deterioration of the financial condition or business prospects of these customers could reduce
their requirement for our products and result in a significant decrease in the revenues we derive
from these customers. The loss of one or more of our significant customers or a reduction in the
amount of business we obtain from them could have an adverse effect on our business, results
of operations, financial condition, and cash flows.

7. Our Group Companies Purv Films Private limited, Apex Flexipack Private Limited, Millenium
Plastipack Private Limited, Purv Ecoplast Private limited, Purv Packaging Private limited and
our Subsidiary Company Cool Caps Industries Limited, is carrying on business activities similar

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 to our business. This may be a potential source of conflict of interest for us and which may have
an adverse effect on our business, financial conditions, and results of operations.

We, our Promoter and our Promoter Group entities are a part of the Purv Group and our
Company and some of our Promoter Group entities, Purv Films Private limited, Apex Flexipack
Private Limited, Millenium Plastipack Private Limited, Purv Ecoplast Private limited, Purv
Packaging Private limited and Cool Caps Industries Limited have common pursuits, i.e. carrying
on business activities similar to our business. We have no agreements with our Promoter or any
other Group entities that restricts us or them from offering similar products and services. As a
result, our relationship with our Promoter and other entities forming a part of the Purv Group
may cause certain conflicts of interest and we may compete with one or more of our Promoter
Group entities while undertaking our businesses in the future. We may also compete with our
Promoter Group entities for the services of our business partners and other suppliers.

We cannot assure you that we will be able to successfully compete with such Promoter Group
entities, if and when such conflict arises. Further, our relationship with Promoter and our
Promoter Group entities may effectively prevent us from taking advantage of certain business
opportunities. For instance, Purv Group may, select a Promoter Group entity instead of us to
pursue certain business opportunities that arise within the Purv Group. If we forego certain
business opportunities because of our relationship with our Promoter or the Promoter Group, it
could adversely affect our reputation, business, financial condition and results of operations.

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

Plastic takes many years to decompose and is very dangerous for living beings. Many countries
around the world are finding alternatives to the use of plastic products. In this regard,
Government has enacted Plastic Waste Management Rules, 2016 for recycling of plastic products
and introduced the Extended Producer Responsibility (EPR).

Our Company cannot be assured that future measures will not have a negative impact on our
business. If the Government of India legislates against the use of plastic products or if regulations
for the traders and use of our packaging products are made more stringent, it could have a
material and adverse effect on our business and results of operations.

9. There are pending litigations against our company, our Promoters, our Directors and our Group
Companies and any adverse decision in these proceedings may render us/them liable to
liabilities/penalties and may adversely affect our business, result of operations and financial
conditions.

Our Company, our Promoters, our Directors and our Group Companies are involved in certain
legal proceedings at different levels of adjudication before various courts, tribunals and appellate
authorities. In the event of adverse rulings in these proceedings or consequent levy of penalties
by other statutory authorities, our Company, Promoters, Directors and Group Companies may
need to make payments or make provisions for future payments, which may increase expenses
and current or contingent liabilities and also adversely affect our reputation.

In the ordinary course of business, our Company, Promoters, our directors and our Group
Companies are involved in certain legal proceedings, which are pending at varying levels of
adjudication at different forums. The summary of outstanding matters set out below includes
details of civil proceedings, criminal proceedings, tax proceedings, statutory and regulatory

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actions and other material pending litigation involving our company, directors, promoters and
group companies of our Company.

According to the materiality policy, any outstanding litigation, other than criminal proceedings,
statutory or regulatory actions and taxation matters, is considered material if the monetary
amount of claim by or against the entity or person in any such pending matter is in excess of Rs.
5,00,000/- (Rupees Five Lakh only) or if an adverse outcome of any such litigation could materially
and adversely affect our business, prospects, operations, financial position or reputation.

We cannot assure that any of the legal proceedings described below will be decided in favor of
the company, Promoters, Directors or our Group Companies respectively. Further the amounts
claimed in these proceedings have been disclosed to the extent ascertainable, excluding
contingent liabilities and include amounts claimed jointly and severally. Should any new
developments arise, such as change in Indian law or rulings by appellate courts or tribunals,
additional provisions may need to be made by us, the promoters, group companies and directors
in our respective financial statements, which may adversely affect our business, financial
condition and reputation. We may incur significant expenses and management time in such legal
proceedings. Decision in any such proceedings adverse to our interests may have adverse effect
on our business, future financial performance, and results of operations.

Decision of such proceedings which are against the interests may affect our reputation and may
have material and adverse effect on our business, results of operations and financial condition
are as under:
(Rs. in Lakhs)
Type of Proceedings Number of cases Amount$
Cases against our Company
Outstanding Criminal proceedings 1 1.00
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings 3 300.27#
Total 4 301.27
Cases by our Company
Outstanding Criminal proceedings 1 115.67
Outstanding material civil litigation 2 21.73
Tax proceedings NIL NIL
Total 3 137.40
Cases against our Promoters
Outstanding Criminal proceedings NIL NIL
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings 2 0.11
Total 2 0.11
Cases by our Promoters
Outstanding Criminal proceedings NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings NIL NIL
Total Nil NIL
Cases against our Directors (Other than Promoters)
Outstanding Criminal proceedings NIL NIL
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings 3 0.32
Total 3 0.32
Cases by our Directors (Other than Promoters)
Outstanding Criminal proceedings NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings NIL NIL
Total Nil NIL
$To the extent quantifiable and ascertainable

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Litigation related to our Subsidiaries:
(Rs. In Lakhs)
Type of Proceedings Number of cases Amount$
Cases against our Subsidiaries
Outstanding Criminal proceedings NIL NIL
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation NIL NIL
Tax proceedings 7 11.86##
Total 7 11.86
Cases by our Subsidiaries
Outstanding Criminal proceedings 4 25.82
Outstanding material civil litigation NIL NIL
Total 4 25.82
$To the extent quantifiable and ascertainable

Litigations relating to our Group Companies:

Type of Proceedings Number of cases Amount$

Cases against our Group Companies

Outstanding Criminal proceedings NIL NIL
Actions initiated by regulatory or statutory authorities NIL NIL
Outstanding material civil litigation 1 14.19**
Total 1 14.19
Cases by our Group Companies
Outstanding Criminal proceedings 1 4.73
Outstanding material civil litigation 2 Nil*
Total 3 4.73
$To the extent quantifiable and ascertainable
*Outstanding material civil litigations in respect of misc. case no 56/2022 is in connection with or by reason of litigation
having misc. execution no. 06/2019(**) which is against our group company.
*Outstanding material civil litigation in respect of title suit no. 1083/2022 is in respect of the permanent injunction filed
before the learned civil judge (junior division), first court-Howrah and it is in respect of immovable property hence the
value cannot be ascertained or quantified.
**The litigations, inter alia [Link].06/2019, Title Suit 1083/2022 and Misc Case 56/2022, are in respect of our two Group
Companies namely Purv Films Private Limited and Airborne Technologies Private Limited are pending in Howrah Court
of Judicature, West Bengal where the Bengal Investment Limited is another party to the litigation.
#As per notice dated 13.02.2023 the demand amounting to Rs. 1,96,71,865/- is in relation with ITC available as per
GSTR-2A and ITC claimed in GSTR-3B for the period April 2022 to September 2022. The company has submitted the
reconciliation of the mismatch on 23.02.2023 and is of the view that the demand is not maintainable after reconciliation,
but the case is reported as department has not passed any order yet in favour of the company.
## In the case of Cool Caps Industries Private Limited, in the AY 2022-23, there are mismatches in the disallowed expenses
as per Form 3CD and ITR filed. The Assessing Officer has made additions in the income amounting to Rs. 2,97,450/-,
however, amount of demand is not yet quantified.
## In the case of Purv Ecoplast Private Limited, in respect of period November 2020 to September 2022, GST department
has initiated verification with respect to ITC available as per GSTR-2A and ITC claimed in GSTR-3B. However, amount of
demand is not yet quantified. In case of Cool Caps Industries Limited, in respect of period July 2017 to March 2022, GST
department has initiated an audit under Section 65 of the CGST Act, 2017. Total liability proposed under audit memo
dated 06.12.2023 is Rs. 17,49,627/-, however the said demand has not yet been finalised vide issuance of Form GST ADT-
02 as per GST Law.

In the continuation of litigation matters, Bengal Investment Limited was awarded an arbitral award dated July 25,
2018, entitling them to receive the disputed rent of Rs. 11,18,576, along with costs associated with the award
amounting to Rs. 3,00,000, totaling to Rs 14,18,576 from our Group Company, Airborne Technologies Private Limited.
Bengal Investment Limited filed the petition no. M. Ex-06/2019 with the Learned Civil Judge Senior Division, Howrah
on January 25, 2019, under Order 21, Rule 10 of the Code of Civil Procedure, 1908, to invoke execution proceedings
against our Group Company, Airborne Technologies Private Limited for the said arbitral award. On January 21, 2022,
Bengal Investment Limited filed an interlocutory application within the main application seeking attachment of
movable and immovable property owned by our Group Company, Airborne Technologies Private Limited. An order for
execution of the attachment was obtained on May 6, 2022. However, the immovable properties subject to the
execution proceedings in M. Ex. 06/2019 were already transferred to our other Group Company, Purv Films Private
Limited on October 20th, 2020, and registered on February 25, 2021.

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 Therefore, Purv Films Private Limited approached the Learned Civil Judge Junior Division, Howrah via application
number 1083/2022 dated August 4, 2022, to safeguard its rights, title, or interest in the properties in question. They
filed a title suit for permanent injunction and sought an ad interim injunction from the Learned Civil Judge Junior
Division, Howrah. This matter is still pending in court and is scheduled to be heard on April 08, 2024. Purv Films Private
Limited has also filed a Miscellaneous Application having case number 56 of 2022 in the ongoing execution proceedings
in M. Ex. 06/2019 which aims to raise complaints and questions the right, title, or interest of the properties subject to
attachment in the execution proceedings. This matter is still pending in court and is scheduled to be heard on February
20, 2024.

For detailed information please refer to page 367 under Chapter titled “Outstanding Litigation
and Material developments”.

10. We have not entered into any long-term or definitive agreements with all our customers. If our
customers choose not to source their requirements from us, our business, financial condition
and results of operations may be adversely affected.

We have not entered into any long-term or definitive agreements with our customers and instead
rely on purchase orders to govern the volume, pricing and other terms of sales of our products.
However, such orders may be amended or cancelled prior to finalization, and such an amend
mentor cancellation take place, we may be unable to seek compensation for any surplus
unpurchased products that we manufacture. Our customers do not, typically, place firm purchase
orders until a short time before the products are required from us as a result of which, we do not
hold a significant order book at any time, making it difficult for us to forecast revenue, production
or sales. Consequently, there is no commitment on the part of the customer to continue to source
their requirements from us, and as a result, our sales from period to period may fluctuate
significantly as a result of changes in our customers’ vendor preferences.

Additionally, our customers have standards for product quantity and quality as well as delivery
schedules. Any failure to meet our customers’ expectations could result in the cancellation of
orders. There are also a number of factors other than our performance that are beyond our
control and that could cause the loss of a customer. Customers may demand price reductions,
set-off any payment obligations, require indemnification for themselves or their affiliates, change
their outsourcing strategy by moving more work in-house, or replace their existing products with
alternative products, any of which may have an adverse effect on our business, results of
operations and financial condition.

11. Failure to manage our inventory could have an adverse effect on our net sales, profitability,
cash flow and liquidity.

The results of operations of our business are dependent on our ability to effectively manage our
inventory and stocks. To effectively manage our inventory, we must be able to accurately
estimate customer demand and supply requirements and trade inventory accordingly. If our
management has misjudged expected customer demand it could adversely impact on the results
by causing either a shortage of products or an accumulation of excess inventory. Further, if we
fail to sell the inventory, we may be required to write down our inventory or pay our suppliers
without new purchases, or create additional vendor financing, which could have an adverse
impact on our income and cash flows. We estimate our sales based on the forecast, demand and
requirements and also on the customer specifications. Natural disasters such as earthquakes,
extreme climatic or weather conditions such as floods or droughts may adversely impact the
supply of our products and local transportation. Should our supply of products be disrupted, we
may not be able to procure an alternate source of supply in time to meet the demands of our
customers. Such a disruption to supply would materially and adversely affect our business,
profitability and reputation. In addition, disruptions to the delivery of product to our customer
may occur for reasons such as poor handling, transportation bottlenecks, or labour strikes, which

Page 49 of 472
 could lead to delayed or lost deliveries or damaged products and disrupt supply of these products.
To improve our line capability, we try to stock our inventory at our facility. An optimal level of
inventory is important to our business as it allows us to respond to customer demand effectively.
If we overstock inventory, our capital requirements will increase and we will incur additional
financing costs. If we understock inventory, our ability to meet customer demand and our
operating results may be adversely affected. Any mismatch between our planning and actual
consumer consumption could lead to potential excess inventory or out-of-stock situations, either
of which could have an adverse effect on our business, financial condition and results of
operation.

12. Our Company and its subsidiaries have availed unsecured loans from promoter, directors and
group entities, which may be recalled on demand.

For the period ended on September 30, 2023, and for the financial year ending March 31, 2023,
March 31, 2022, and March 31, 2021, our Company and subsidiary companies have outstanding
unsecured loans as under:
(Rs. in Lakhs)
S. September 30, March 31, March 31, March 31,
Name of Company
No. 2023 2023 2022 2021
1 Purv Flexipack Limited 375.52 499.72 195.64 167.14
Cool Caps Industries Limited (including
2 390.50 426.76 10.00 94.24
its subsidiaries)

These loans are not repayable in accordance with any agreed repayment schedule and may be
recalled by the relevant lender at any time. In such cases, our Company may be required to repay
the entirety of the unsecured loans together with accrued interest. Our Company may not be
able to generate sufficient funds at short notice to be able to repay such loans and may resort to
refinancing such loans at a higher rate of interest and on terms not favorable to it. Failure to
repay unsecured loans in a timely manner may have a material adverse effect on our business,
cash flows and financial condition. For further details of unsecured loans of our Company, please
refer the chapter titled “Financial Statements as Restated” beginning on page 238.

13. We are required to maintain certain licenses, approvals, registrations, consents and permits in
the ordinary course of business. Failure to obtain the requisite approvals result in non-
compliance and therefore, affect our business operations, financial condition, result of
operations and prospects.

We require a number of licenses, approvals, registrations, consents and permits to operate our
business in India. As we expand our operations and enter new markets, we may not be familiar
with local regulations and may need to incur additional costs to ensure regulatory compliance. In
addition, we may need to apply for approvals, including the renewal of approvals which may
expire, from time to time, as and when required in the ordinary course of business.

Our material subsidiary company Cool Caps Industries Limited yet to apply for Registration under
the Assam Shops and Establishments Act, 1971 as a Commercial Establishment for the address -
Patta no 46, Paschim Banbhag, Jabjabkuchi, Barajol, Dag no 161, Ghograpar, Nalbari, Assam.

If we are unable to obtain such approvals and permits, our business, results of operations, cash
flows and financial condition could be adversely affected. If we fail to obtain, maintain or renew
such licenses, approvals, registrations, and permits in a timely manner, it may result in
interruption of our business operations, which could have an adverse effect on our business,
financial condition and results of operations. While we have obtained key approvals required for
our business, we have also applied for, and are awaiting grant/ renewal of certain key approvals.

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 Furthermore, government approvals and licenses are subject to numerous conditions, including
adherence to emission standards and regular monitoring and compliance requirements, some of
which are onerous and require us to incur substantial expenditure. We may incur substantial
costs, including clean up and/or remediation costs, fines and civil or criminal sanctions, as a result
of violations of or liabilities under environmental or health and safety laws, which may have a
material adverse effect on our business or financial condition. We cannot assure you that
approvals, licenses, registrations and permits issued to us would not be suspended or revoked in
the event of non-compliance with any terms or conditions thereof, or pursuant to any regulatory
action. Any failure to renew the approvals that have expired or apply for, obtain and validly
maintain the required licenses, approvals, registrations or permits, or any suspension or
revocation of any approvals, licenses, registrations and permits that have been or may be issued
to us, may materially and adversely affect our operations. For further details, please see the
section entitled “Government and Statutory Approvals” on page 373 for more details, including
such approvals for which applications are pending before relevant authorities.

14. We are not directly subject to quality requirements however any product defect issues or failure
by the manufacturer to comply with quality standards may lead to the cancellation of existing
and future orders placed to us, recalls and exposure to potential product liability claims.

We face a business risk of losing potential customers due to product defects by the brands and
manufacturers whose products we supply. The subsequent liability claims, if the use of any of the
products offered by us results in personal injury or property damage. Our suppliers may not be
able to meet regulatory and quality standards in India, or the quality standards imposed by our
customers, which could have a material adverse effect on our business, financial condition,
results of operations and cash flows.

If any of the products offered by us do not meet regulatory standards or are defective, we may
be, inter alia, (i) responsible at the instance for damages relating to any defective products, or (ii)
required to replace, recall or redesign such products.

The failure by us or any of our suppliers to achieve or maintain compliance with regulatory
requirements or quality standards may disrupt our ability to supply products sufficient to meet
demand until compliance is achieved or, until a new supplier has been identified and evaluated.
The quality of products will have an impact on our company and in turn affect our brand image,
business and revenue. There is no assurance that the products we supply will always meet the
satisfaction of our customers’ quality standards. There can be no assurance that if we need to
engage new suppliers to satisfy our business requirement, we will be able locate new suppliers in
compliance with regulatory requirements in a timely manner, or at all. Failure to do so could lead
to the cancellation of existing and future orders and have a material adverse effect on our
business and revenue.

15. Ability to expand the customer base and develop new products and generate new sales.

Customer relationships are the core of our business. Our ability to grow our customer base and
drive market adoption of our products is affected by the pace at which the demand of our
products grows. We expect that our revenue growth will be primarily driven by the pace of
adoption of our offerings. This will drive our ability to acquire new customers and increase sales
to existing customers, which in turn, will affect our future financial performance.

We have grown our operations by introducing quality products to meet the potential
requirements of our customers and create market for our products. To service and grow our
relationships with our existing customers and to win new customers, we are required to provide
them with products that address their quality and other requirements, to anticipate and

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 understand trends in their relevant markets and to continually address their needs as those
change and evolve.

Our future growth shall depend on our ability to identify emerging market trends, offer new
products to customers, inculcate strong culture of innovation, have trained workforce and latest
research and development facilities to enable us to expand the range of our offerings to
customers and improve the delivery of our products along with growing our portfolio of various
products to increasingly represent our revenue from operations, widened the customer base that
we cater to, and typically have a higher margin profile.

16. Our lenders have charge over our movable and immovable properties in respect of finance
availed by us. Our inability to meet our obligations under our debt financing arrangements
could adversely affect our business, results of operations and cash flows.

We have provided security in respect of loans / facilities availed by us from banks and financial
institutions by creating a charge over our movable and immovable properties. The total amounts
outstanding and payable by us as secured loans for the period ended on September 30, 2023,
were Rs. 5,927.07 lakhs. For further details, please refer to, the chapter titled “Financial
Statements as Restated” beginning on page 238.

In the event we default in repayment of the loans / facilities availed by us and any interest
thereof, our properties may be subject to Invocation/forfeiture by lenders, which in turn could
have significant adverse effect on business, financial condition or results of operations. Any
failure on our part to comply with the terms in our loan agreements would generally result in
events of default under these loan 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 over our various assets and take possession of those assets,
which could adversely affect our liquidity and materially and adversely affect our business and
operations.

17. Our Company had a negative cash flow from our operating, investing and financing activities in
past three years, details of which are given below, sustained negative cash flow could impact
our growth and business.

Our Company had a negative cash flow from our operating, investing and financing activities in
the previous year(s) as per the Restated Consolidated Financial Statements and the same has
been summarized below:
(Rs. in Lakhs)
For the period ended For The Year Ended March 31,
Particulars
on September 30, 2023 2023 2022 2021
Cash Flow from/ (Used in) Operating Activities (1,204.86) 2,262.22 (110.89) (589.52)
Cash Flow from/ (Used in) Investing Activities (852.57) (3,846.70) (699.06) (714.61)
Cash Flow from/ (Used in) Financing Activities 2,174.34 1,512.81 883.46 1,023.82
Cash Flow of a Company is a key indicator to show the extent of cash generated from operations
to meet capital expenditure, pay dividends, repay loans, and make new investments without
raising finance from external resources. Cash flows from our Operating activities are positive
since last one year as per Restated Financial Statements. However, if we are not able to generate
sufficient cash flow in future, it may adversely affect our business and financial operations.

18. There may have been certain instances of non-compliance and alleged non-compliance with
respect to certain regulatory filings for corporate actions taken by our Company in the past.

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Consequently, we may be subject to regulatory actions and penalties for any such past or future
non-compliance and our business, financial condition and reputation may be adversely affected.

Our Company has not complied with certain statutory provisions such as the following:

There were instances of delayed filing of statutory forms under the Companies Act with the
Registrar of Companies (RoC), which were subsequently rectified by paying additional fees. These
delays occurred due to inadvertent reasons and ranged from 1 to 1704 days. The details of such
delays are as follows:

S. Date of Delay (No.

Description of Form Due Date Date of filing Reason for delay
No. event of Days)
Form CHG-1 Creation of Charge Id-
1 16-04-2014 15-05-2014 05-07-2014 51 Inadvertent
10506365
2 MGT-14 02-04-2014 01-05-2014 26-07-2014 86 Inadvertent
3 MGT-14 03-03-2014 01-04-2014 26-07-2014 116 Inadvertent
4 MGT-14 01-09-2014 30-09-2014 04-10-2014 4 Inadvertent
5 MGT-14 01-09-2014 30-09-2014 09-10-2014 9 Inadvertent
6 MGT-14 01-09-2014 30-09-2014 09-10-2014 9 Inadvertent
Form 23AC for filing Financial Statement
7 29-09-2014 28-10-2014 04-12-2014 37 Inadvertent
for the F.Y. 2013-14
Form AOC-4 for filing Financial Statement
8 30-09-2015 29-10-2015 01-12-2015 33 inadvertent
for the F.Y. 2013-14
Form DIR-12 Appointment of Vanshay
9 17-02-2016 17-03-2016 05-05-2016 49 inadvertent
Goenka as Additional Director
Form AOC-4 for filing Financial Statement
10 29-09-2016 28-10-2016 30-11-2016 33 inadvertent
for the F.Y. 2014-15
Form AOC-4 for filing Financial Statement
11 29-09-2017 28-10-2017 05-12-2017 38 inadvertent
for the F.Y. 2015-16
Form CHG-1 Creation of Charge Id-
12 21-09-2018 20-10-2018 26-12-2018 67 inadvertent
100224261
Form ADT-1 for appointment of K S
13 29-09-2014 13-10-2014 13-06-2019 1704 inadvertent
Bothra as Statutory Auditor
Form MGT-14 for exercising of power u/s
14 13-01-2021 11-02-2021 22-04-2021 70 inadvertent
185 & 187
Form MGT-14 for exercising of power u/s
15 16-03-2020 14-04-2020 08-09-2021 512 inadvertent
185 & 186
Form CHG-1 for Modification of Charge
16 03-09-2022 02-10-2022 21-10-2022 19 inadvertent
Id-100119823
Form AOC-4 for filing Financial Statement
17 30-09-2022 29-10-2022 26-12-2022 58 inadvertent
for the F.Y. 2013-14
Due to MCA site
18 Form MGT-14 for Amendment in AOA 02-02-2023 03-03-2023 25-03-2023 22
issue
Due to MCA site
19 Form MGT-14 for Amendment in MOA 02-02-2023 03-03-2023 05-04-2023 33
issue
Form MGT-14 for Alteration in Due to MCA site
20 02-02-2023 03-03-2023 05-04-2023 33
Authorised Share Capital issue
Form INC-27 For conversion of company Due to MCA site
21 02-02-2023 17-02-2023 11-04-2023 53
from Private Ltd to Public Ltd issue
Due to MCA site
22 Form SH-7 for Sub- Division of shares 02-02-2023 03-03-2023 02-06-2023 91
issue
Form MGT-7 for filling Annual Return for Due to change in
23 30-10-2022 28-11-2022 01-08-2023 246
F.Y. 2021-22 (revised) Shareholdings List
Form MGT-7 for filling Annual Return for Due to change in
24 30-09-2021 31-03-2022 02-08-2023 489
F.Y. 2020-21 (revised) Shareholdings List

As of now, our Company has not received any notice from ROC w.r.t. non-compliance, we cannot
assure that no notice will be issued by ROC or no penalty will be imposed in this regard in the

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 future. Other non-compliance in late filing of Forms with ROC has been rectified these errors by
filing the updated forms and payment of requisite additional fees. However, there is no assurance
that such discrepancies will not occur in the future, and we may be subject to regulatory actions
and penalties, which could adversely affect our business operations and financial position.

19. Our previous Statutory Auditor K.S. Bothra & Co. have included auditor qualification relating to
the depreciation on Land & Building and Ownership Flats was not charged as per note 2(f)(ii)(b)
of Significant Accounting Policies for the financial year ended March 31, 2022 and March 31,
2021 in the audit reports of our Company.

Our previous Statutory Auditor, K.S. Bothra & Co., issued auditor qualifications related to the
depreciation on Land & Building and Ownership Flats, as disclosed in note 2(f)(ii)(b) of the
Significant Accounting Policies, for the financial years ending March 31, 2022, and March 31,
2021, in the audit reports of our Company.

The audit reports for the Financial Years 2022 and 2021 contain qualifications from our previous
statutory auditor regarding the failure to charge depreciation on certain assets categorized under
the Fixed Assets Group. These qualifications specifically noted that "The group has not provided
depreciation on Land & Building and Ownership Flats as per note 2(f)(ii)(b) of Significant
Accounting Policies."

The rationale behind not applying depreciation to these assets is rooted in the fact that they were
acquired for investment and resale purposes and were not intended for direct business use.
These assets were erroneously classified under the Fixed Assets Group. However, during the
restatement of our financials for the purpose of the IPO, we addressed these qualifications under
the guidance of our Peer Review auditor. Subsequently, we reclassified these assets under the
Investment category, as they do not serve a business purpose and depreciation should not be
charged to the Profit and Loss Account due to their status as non-business purpose assets
(Investment Assets).

Consequently, in the Restated Financial Statements, these assets have been reclassified in
accordance with Accounting Standard 13, "Accounting for Investments." The Peer Review auditor
altered their categorization from fixed assets (Annexure No -13) to Investment property
(Annexure No- 17) for the financial years ending March 31, 2022, and March 31, 2021.

Further, there can be no assurance that any similar qualifications will not form part of the audit
reports on our financial statements for future fiscal periods, or that such qualifications will not
affect our financial results in future fiscal periods. Investors should consider these qualifications
in evaluating our financial condition, results of operations and cash flows. Any such qualifications
on our financial statements in the future may also adversely affect the trading price of the Equity
Shares.

20. The industry segments in which we operate being fragmented, and we face competition from
other large and small players, which may affect our business operations and financial
conditions.

We compete in flexible packaging and plastic industry on the basis of the quality of our products,
price, and customer satisfaction. The industry in which we operate is highly competitive. Factors
affecting our competitive success include, amongst other things, price, demand for our products,
and reliability. Our competitors vary in size, and may have greater financial, marketing, personnel
and other resources than us and certain of our competitors have a longer history of established
businesses and reputations in the Indian trading and packaging industry as compared with us.
Competitive conditions in some of our segments have caused us to incur lower net selling prices

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 and reduced gross margins and net earnings. These conditions may continue indefinitely.
Changes in the identity, ownership structure, and strategic goals of our competitors and the
emergence of new competitors in our target markets may impact our financial performance. Our
failure to compete effectively, including any delay in responding to changes in the industry and
market, may affect the competitiveness of our products, which may result in a decline in our
revenues and profitability. The industry and markets for our products are characterized by factors
such as the development of new products, and evolving industry standards.

For more information, also refer to chapter “Our Business” on page 167.

21. Our Company’s failure to maintain the quality standards of the products or keep pace with the
technological developments could adversely impact our business, results of operations and
financial condition.

Our products depend on the customer’s expectations and choice or demand of the customer as
we trade as per particular customer’s needs. Any failure to maintain the quality standards may
affect our business. Although we place order as per customer quality requirement, we cannot
assure that the products will always be able to satisfy our customers’ quality standards. Any
negative publicity regarding our Company, or line of business, including those arising from any
deterioration in quality of the products we trade from our vendors, or any other unforeseen
events could adversely affect our reputation, our operations and our results from operations.
Also, rapid change in our customers’ expectation on account of changes in technology or
introduction of new products or for any other reason and failure on our part to meet their
expectation could adversely affect our business, result of operations and financial condition.

While, we believe that we have always expanded our capacities and/or introduced new products
based on latest technology to cater to the growing demand of our customers and also endeavour
regularly update our existing technology and acquire or develop new technologies on a
continuous basis, our failure to anticipate or to respond adequately to changing technical, market
demands and/or client requirements could adversely affect our business and financial results.

22. The orders placed by customers may be delayed, modified or cancelled, which may have an
adverse effect on our business, financial condition and results of operations. Further any
defaults or delays in payment by a significant portion of our customers, may have an adverse
effect on cash flows, results of operations and financial condition.

We may encounter problems in executing the orders in relation to our products or executing it
on a timely basis. Moreover, factors beyond our control or the control of our customers may
postpone the delivery of such products or cause its cancellation. Due to the possibility of
cancellations or changes in scope and schedule of delivery of such products, resulting from our
customers discretion or problems we encounter in the delivery of products or reasons outside
our control or the control of our customers, we cannot predict with certainty when, if or to what
extent we may be able to deliver the orders placed. Additionally, delays in the delivery of such
products can lead to customers delaying or refusing to pay the amount, in part or full, that we
expect to be paid in respect of such products. In addition, even where a delivery proceeds as
scheduled, it is possible that the customers may default or otherwise fail to pay the amounts
owed.

In the ordinary course of business, we extend credit to our customers. Consequently, we are
exposed to the risk of uncertainty regarding the receipt of the outstanding amounts. As on the
period ended September 30, 2023, and as of March 31,2023, March 31, 2022, and March 31,
2021, our trade receivables were Rs. 7,065.96 lakhs, Rs. 6,258.22 lakhs, Rs. 5,242.66 lakhs and Rs.
4,859.69 lakhs respectively. Our results of operations and profitability depend on the

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 creditworthiness of our customers. Some of these customers may have weak credit histories and
we cannot assure them that these counterparties will always be able to pay us in a timely manner,
or at all. Any adverse change in the financial condition of our customers may adversely affect
their ability to make payments to us.

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

We are dependent upon the availability of equity, cash balances and debt financing to fund our
operations and growth. Our secured debt has been availed at floating rates of interest. Any
fluctuations in interest rates may directly impact the interest costs of such loans and in particular,
any increase in interest rates could adversely affect our results of operations. Furthermore, our
indebtedness means that a material portion of our expected cash flow may be required to be
dedicated to the payment of interest on our indebtedness, thereby reducing the funds available
to us for use in our general business operations. If interest rates increase, our interest payments
will increase and our ability to obtain additional debt and non-fund-based facilities could be
adversely affected with a concurrent adverse effect on our business, financial condition and
results of operations. For further details, please refer chapter titled “Financial Indebtedness”
beginning on page 361.

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

Our contingent liabilities as per Restated Standalone Financial Statements as on September 30,
2023, are as under:
(Rs. in lakhs)
Particulars Amount
(1) Contingent liabilities
(a) Guarantees issued by banks 1,105.78
(b) Income tax Matters -
(c) Indirect tax Matters 11.86
(d) Corporate Guarantee Given by Company 7,538.93
Total 8,656.57
(2) Commitments (166.00)

In the event any such contingencies mentioned above were to materialize or if our contingent
liabilities were to increase in the future, our financial condition could be adversely affected. For
further details, see the section entitled “Financial Statements as Restated” on page 238.

25. We do not own three warehouses used for our business. In the event, we are unable to renew
the lease/rent agreements, or if such agreements are terminated, we may suffer a disruption in
our operations.

We have taken the following warehouses on lease of varying tenures as under:

S. Document
Location Utility Lessor Monthly Rent Period
No. Date
(i) Dag No.636 of K. P. Patta Eastern Agro
No.39 of village Maidam of Processing & Tea 01.04.2023
April 01,
Beltola Mouza, Dist. Warehouse Warehousing Rs. 66,500 to
2023
Kamrup (Metro), Guwahati, Cooperative 28.02.2024
1.
Assam (3500 sq. ft.) Society Ltd.
(ii) Dag No.636 of K. P. Patta Eastern Agro 01.04.2023
April 01,
No.39 of village Maidam of Warehouse Processing & Tea Rs. 60,800 to
2023
Beltola Mouza, Dist. Warehousing 28.02.2024

Page 56 of 472
 S. Document
Location Utility Lessor Monthly Rent Period
No. Date
Kamrup (Metro), Guwahati, Cooperative
Assam (3200 sq. ft.) Society Ltd.
R.S. Plot Nos.279 and 287 Rs. 36,300/-
recorded in R.S. Khatian (Initial two years from A period of
No. 863/1, Mouza - the lease tenure) Three Years
Warehouse February 08, Shakti Polypet Pvt
2. Binnaguri, J.L. No.3, R.S. from the
for IOCL 2023 Ltd
Sheet No.17, Jalpaiguri, Rs.39,930/- (only for date of
District - Jalpaiguri, PIN - final year of lease 01/01/2023
734015, WB tenure)

These leases are renewable on mutually agreed terms. Upon termination of the lease, we are
required to return the said business premises to the Lessor/Licensor, unless renewed. There can
be no assurance that the term of the agreements will be renewed and in the event the
Lessor/Licensor terminates or does not renew the agreements on commercially acceptable
terms, or at all, and we are required to vacate our offices, we may be required to identify
alternative premises and enter into fresh lease or leave and license agreement. Such a situation
could result in loss of business, time overruns and may adversely affect our operations and
profitability.

For further details of properties, please refer to the chapter titled "Our Business" beginning on
page 167.

26. We are dependent on our key management team as well as our mid-to-senior personnel and
our success depends in large part upon our Promoters. The loss of or our inability to attract or
retain such persons could materially adversely affect our business performance.

Our business and the implementation of our strategy is dependent upon our key management
team, who oversee our day-to-day operations, strategy and growth of our business. There can
be no assurance that we will be able to retain these personnel or find adequate replacements in
a timely manner, or at all. We may not be able to hire and train replacement personnel
immediately when qualified personnel terminate their employment with our Company. We may
also be required to increase our levels of employee compensation more rapidly than in the past
to remain competitive in attracting employees that our business requires. Further, our
competitors may offer compensation and remuneration packages beyond what we are offering
to our key management team. If one or more members of our key management team are unable
or unwilling to continue in their present positions, such persons would be difficult to replace in a
timely and cost-effective manner, and our business, prospects, results of operations and cash
flows could be materially adversely affected.

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

We have implemented various information technology (“IT”) and/or business resource planning
systems to cover key areas of our operations. We are dependent on technology in relation to
customer order management and dispatches, financial accounting and scheduling material
purchase and shipments. We rely on our IT infrastructure to provide us with connectivity and
data backup across our locations and functions. We believe that we have deployed adequate IT
disaster management systems including data backup and retrieval mechanisms, at registered
office and other locations. However, any failure or disruption in the operation of these systems
or the loss of data due to such failure or disruption (including due to human error or sabotage)
may affect our ability to plan, track, record and analyze work in progress and sales, process
financial information, manage our creditors, debtors positions, or otherwise conduct our normal

Page 57 of 472
 business operations, which may increase our costs and otherwise adversely affect our business,
financial condition, results of operations and cash flows.

28. Our inability to effectively manage our growth or to successfully implement our business plan
and growth strategies could have an adverse effect on our business, results of operations and
financial condition. The success of our business will depend greatly on our ability to effectively
implement our business and growth strategies.

Our growth strategies require us to develop and strengthen relationships with existing customers
for our business who may drive high volume orders on an ongoing basis. To remain competitive,
we seek to increase our business from existing customers and by adding new customers, as well
as expanding into new geographical markets. Our success in implementing our growth strategies
may be affected by:

a) Continue to provide one stop solution;

b) Diversification;
c) Leveraging existing Customer Base;
d) Improving the financial efficiency resulting in better cost management;
e) Procurement from other suppliers besides dealerships for better margins and
f) Customer Relationship Management.

Many of these factors are beyond our control and there is no assurance that we will succeed in
implementing our strategies. While we have successfully executed our business strategies in the
past, there can be no assurance that we will be able to execute our strategies on time and within
our estimated budget, or that our expansion and development plans will increase our
profitability. Any of these factors could adversely impact our results of operations. We expect our
growth strategies to place significant demands on our management, financial and other resources
and require us to continue developing and improving our operational, financial and other internal
controls. Our inability to manage our business and growth strategies could have a material
adverse effect on our business, financial condition and profitability.

29. Any inability to address changing industry standards and customer trends may adversely affect
our business, results of operations and financial condition.

The future success of our business will depend in part on our ability to respond to technological
advances, customers preferences and emerging industry standards and practices in a cost-
effective and timely manner. The development and implementation of such new technology
entails technical and business risks. We may have to incur substantial capital investment to
upgrade our equipment and facilities. While we continue to invest in various product
development initiatives, adopt enhanced technologies and processes for the development of new
products, we are subject to general risks associated with introduction and implementation of new
products including the lack of market acceptance and delays in product development. There can
be no assurance that we will be able to successfully develop new products or that such new
products will receive market acceptance or adapt our manufacturing processes to incorporate
new technologies or address changing customers trends or emerging industry standards. Any
rapid change in the expectations of our customers, in our business on account of changes in
technology or introduction of new alternate products could adversely affect our business, results
of operations and financial condition.

30. Our Promoter, Director and Group entities have provided personal guarantees to certain loan
facilities availed by us, which if revoked may require alternative guarantees, repayment of
amounts due or termination of the facilities.

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 Our Promoters, Directors and Group entities have provided personal guarantees in relation to
certain loan facilities availed of by us. In the event that any of these guarantees are revoked, the
lenders for such facilities may require alternate guarantees, repayment of amounts outstanding
under such facilities, or may even terminate such facilities. We may not be successful in procuring
alternative guarantees satisfactory to the lenders, and as a result may need to repay outstanding
amounts under such facilities or seek additional sources of capital, which may not be available on
acceptable terms or at all and any such failure to raise additional capital could affect our
operations and our financial condition.

31. Pricing pressure from customers may affect our gross margins.

Our ability to remain competitive and profitable depend on our ability to source and maintain a
stable and sufficient supply of raw materials at cost effective prices. Historically, prices of material
costs have increased such as Gas and petroleum products which have a significant effect on our
gross margins. We depend on external suppliers for our materials on a purchase order basis and
place such orders with them in advance on the basis of our anticipated requirements. As a result,
the success of our business is significantly dependent on maintaining good relationships with our
suppliers. For further information on procurement of our materials, see “Our Business” beginning
on page 167.

32. Our Company is reliant on key customers for our business and therefore any adverse
developments in our relationships with our key customers or a significant reduction in business
from any such key customer may adversely impact our results of operations, prospects and
financial condition.

The identity and correspondingly revenues from any particular customer or our top five
customers may vary between financial reporting years depending on the nature and term of
ongoing contracts with such customers. For the period ended on September 30, 2023, and for
the financial year ended on March 31, 2023, March 31, 2022, and March 31, 2021, our top five
customers across our business accounted for Rs. 1,602.55 lakhs, Rs 4,511.48 lakhs, Rs 4134.88
lakhs, Rs 2547.33 lakhs and 29.16%, 28.73%, 24.18% and 24.92% of our revenue from operations,
respectively, while our largest customer accounted for Rs. 891.09 lakhs, Rs 1482.42 lakhs, Rs
1087.53 lakhs, and Rs. 630.82 lakhs and 16.21%, 9.44%, 6.36% and 6.17% of our revenue from
operations respectively, in such periods. Thus, our Company is reliant on key customers for our
business and therefore any adverse developments in our relationships with our key customers or
a significant reduction in business from any such key customer may adversely impact our results
of operations, prospects and financial condition.

33. Our success is dependent on our ability to enter and expand our network in new markets which
is further dependent on our familiarity with the economic condition, customer base and
commercial operations in new regions.

Our success is dependent on our ability to enter and expand our network in new markets which
is further dependent on our familiarity with the economic condition, customer base and
commercial operations in new regions. With limited presence, our ability to gain market share is
also dependent on our ability to compete with companies that may have an existing strong
presence.

However, we may not be successful in expanding our network or increasing our market presence.
Further, we may also face disruptions in selling our products for various reasons such as
transportation bottlenecks, raw material inaccessibility, competition activities, labour issues,
natural disasters, etc. which may result in disruptions to our business.

Page 59 of 472
 34. We have in the past entered transactions with related parties and may continue to do so in the
future. These or any future related party transactions may potentially involve conflicts of
interest and there can be no assurance that we could not have achieved better terms, had such
arrangements been entered into with unrelated parties.

The table below provides summary of transactions from related parties for the period ended on
September 30, 2023, and during the last 3 fiscal years ended on March 31, 2023, March 31, 2022,
and March 31, 2021:
(Rs. in lakhs)
For the period ended on September
For the year ended March 31, 2023 For the year ended March 31, 2022 For the year ended March 31, 2021
30, 2023
Nature of % of % of % of
% of Related
Transactions Related Related Related Related Related Related Related
Total Total Total Total party to
Party party to Party party to Party party to Party
Transaction Transaction Transaction Transaction Total
Transaction Total Transaction Total Transaction Total Transaction
Transaction
Transaction Transaction Transaction
Purchase 293.65 5,780.55 5.08% 206.30 16,865.98 1.22% 708.69 18,598.06 3.81% 502.20 11,064.33 4.54%
Sale 365.55 6,218.96 5.88% 827.58 18,082.86 4.58% 490.34 19,756.01 2.48% 168.78 11,701.95 1.44%
Rent Expense - 10.46 0.00% - 21.89 0.00% - 19.30 0.00% - 11.79 0.00%
Interest Expense 3.13 265.49 1.18% 12.06 479.12 2.52% 4.29 322.82 1.33% 2.44 294.28 0.83%
Rent Income 0.55 4.11 13.38% 1.10 28.03 3.92% 4.27 34.80 12.27% 9.44 39.37 23.98%
Interest Income 2.34 132.94 1.76% 146.57 220.91 66.35% 96.51 118.08 81.73% 124.72 156.73 79.58%
Salary 16.43 88.88 18.49% 59.43 221.33 26.85% 87.32 251.63 34.70% 61.06 222.49 27.44%
Total 681.65 12,501.38 45.77% 1,253.04 35,920.11 105.44% 1,391.41 39,100.70 136.32% 868.64 23,490.94 137.81%

For further details in relation to transactions with related parties, please refer to the section
entitled “Related Party Transactions” on page 236. We have entered into various transactions
with related parties, including the purchase and sale of services from time to time. While we
confirm that these related party transactions entered into by us, were in compliance with the
Companies Act, 2013 as amended and other applicable laws, we cannot assure you that we could
not have achieved more favourable terms had such transactions been entered into with
unrelated parties. Also, upon listing of our Equity Shares pursuant to the issue, all related party
transactions that we may enter into, will be subject to the requirements of the Companies Act,
2013 and the SEBI Listing Regulations, there can be no assurance that such transactions,
individually or in the aggregate, will not have an adverse effect on our financial condition and
results of operations or that we could not achieve more favourable terms if such transactions had
not been entered into with related parties. Such related party transactions may potentially
involve conflicts of interest.

There is no assurance that our related party transactions in future would be on terms favourable
to us when compared to similar transactions with unrelated or third parties or that our related
party transactions, individually or in the aggregate, will not have an adverse effect on our financial
condition. For details, see “Financial Statements as Restated – Annexure – 32: Related Party
Transaction” on page 278.

35. Default or delay in payment by a significant portion of our customers, may have an adverse
effect on cash flows, result of operations and financial conditions.

We may encounter problems in executing the orders in relation to our products on a timely basis.
Moreover, factors beyond our control or the control of our customers may postpone the delivery
of such products or cause it cancellation. Due to the possibility of cancellation or changes in scope
and schedule of delivery of such products resulting from our customers discretion or problems
we encounter in the delivery of such products or reasons outside our control, we cannot predict
with certainty when, if or to what extent we may be able to deliver the orders placed. Additionally,
delays in the delivery of such products can lead to customers delaying or refusing to pay the
amount, in part or in full, that we expect to be paid in respect of such products. In addition, even
where a delivery proceeds as scheduled, it is possible that the customers may default or otherwise
fail to pay the amounts they owned.

Page 60 of 472
 In the ordinary course of business, we extend credit to our customers. Our results of operations
and profitability depend on the creditworthiness of our customers. Certain of these customers
may have weak credit histories and we cannot assure that these counterparties will always be
able to pay us in a timely fashion, or at all. Any adverse change in the financial condition of our
customers may adversely affect their ability to make payments to us.

Default or delays in payments by a significant portion of our customers may have an adverse
effect on cash flows, results of operations and financial condition. Default or delays in payments
by a significant portion of our customers may have an adverse effect on cash flows, results of
operations and financial condition.

36. We may not have sufficient insurance coverage to cover all possible losses.

Our operations carry inherent risks of personal injury and loss of life, damage to or destruction
of property and damage to the environment, and are subject to various risks such as fire, theft,
flood, earthquakes, and terrorism. We maintain insurance coverage in amounts we consider to
be commercially appropriate. Our insured assets primarily consist of property, office equipment,
furniture, fixtures and fittings, inventory, etc. In the past three years, there have been no
instances of under insurance i.e., where our insurance cover did not adequately cover the insured
value required for our operations. However, there can be no assurance that our current and
future insurance will adequately cover all losses or liabilities that may arise from our operations,
including, but not limited to, when the loss suffered is not easily quantifiable. While we have not
had any such instance in the past three years, there can be no assurance that in the future our
losses would not significantly exceed our insurance coverage or may not be recoverable through
insurance and consequently our business, financial condition and results of operations could be
materially and adversely affected. For further details of insurance see “Our Business” on page
167.

37. Industry information included in this Red Herring Prospectus has been derived from publicly
available industry reports and/or websites. There can be no assurance that such third–party
statistical, financial, and other industry information is either complete or accurate.

We have relied on the information from various publicly available industry reports and/or
websites for the purpose of inclusion of such information in this Prospectus. These reports are
subject to various limitations and based upon certain assumptions that are subjective in nature.
We have not independently verified data from such industry reports and other sources. Although
we believe that the data may be considered to be reliable, their accuracy, completeness and
underlying assumptions are not guaranteed, and their dependability cannot be assured. While
we have taken reasonable care in the reproduction of the information, the information has not
been prepared or independently verified by us or any of our respective affiliates or advisors and,
therefore, we make no representation or warranty, express or implied, as to the accuracy or
completeness of such facts and statistics. Due to possibly flawed or ineffective collection
methods or discrepancies between published information and market practice and other
problems, the statistics herein may be inaccurate or may not be comparable to statistics
produced for other economies and should not be unduly relied upon. Further, there is no
assurance that they are stated or compiled on the same basis or with the same degree of accuracy
as may be the case elsewhere.

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

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 We may retain all our future earnings, if any, for use in the operations and expansion of our
business. As a result, we may not declare dividends in the foreseeable future. Any future
determination as to the declaration and payment of dividends will be at the discretion of our
Board of Directors and will depend on factors that our Board of Directors deem relevant,
including among others, our results of operations, financial condition, cash requirements,
business prospects and any other financing arrangements. Additionally, under some of our loan
agreements, we may not be permitted to declare any dividends if there is a default under such
loan agreements or unless our Company has paid all the dues to the lender up to the date on
which the dividend is declared or paid or has made satisfactory provisions thereof. Accordingly,
realization of a gain on shareholders investments may largely depend upon the appreciation of
the price of our Equity Shares. There can be no assurance that our Equity Shares will appreciate.
For details of our dividend history, see “Dividend Policy” on page 237.

39. Certain of our Directors hold Equity Shares in our Company and are therefore interested in our
Company’s performance in addition to their remuneration and reimbursement of expenses.

Our directors are interested in our Company, in addition to regular remuneration or benefits and
reimbursement of expenses, to the extent of their shareholding as nominee shareholder on
behalf of our holding company or the shareholding of their relatives in our Company. There can
be no assurance that our directors will exercise their rights as Shareholders to the benefit and
best interest of our Company. For further details, see “Related Party Transactions” under
chapter titled “Financial Statements as Restated” and “Our Management” on page 278 and 208
respectively.

40. Within the parameters as mentioned in the chapter titled ‘Objects of the Issue’ beginning on
page 113, our Company’s management will have flexibility in applying the proceeds of this
Issue. The fund requirement and deployment mentioned in the Objects of this Issue have not
been appraised by any bank or financial institution.

We intend to use Issue Proceeds towards Funding the Working Capital Requirements, General
Corporate Purposes and to meet Issue expenses. We intend to deploy the Net Issue Proceeds in
FY 2023-24 and 2024-25. Such deployment is based on certain assumptions and strategy which
our Company believes to implement in near future. The funds raised from the Issue may remain
idle on account of change in assumptions, market conditions, strategy of our Company, etc., For
further details on the use of the Issue Proceeds, please refer chapter titled “Objects of the Issue”
beginning on page 113.

The deployment of funds for the purposes described above is at the discretion of our Company’s
Board of Directors. The fund requirement and deployment are based on internal management
estimates and has not been appraised by any bank or financial institution. Accordingly, within the
parameters as mentioned in the chapter titled “Objects of the Issue” beginning on page 113, the
Management of the Company will have significant flexibility in applying the proceeds received by
our Company from the Issue.

However, the Audit Committee will monitor the utilization of the proceeds of this Issue and
prepare the statement for utilization of the proceeds of this Issue. However, in accordance with
Section 27 of the Companies Act, 2013, a company shall not vary the objects of the issue without
our Company being authorized to do so by our shareholders by way of special resolution and
other compliances in this regard.

41. We have not made any alternate arrangements for meeting our capital requirements for the
Objects of the Issue. Any shortfall in raising / meeting the same could adversely affect our
growth plans, operations, and financial performance.

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 As on date, we have not made any alternate arrangements for meeting our capital requirements
for the objects of the Issue. We meet our capital requirements through our bank finance,
unsecured loans, owned funds and internal accruals. Any shortfall in our net owned funds,
internal accruals and our inability to raise debt in future would result in us being unable to meet
our capital requirements, which in turn will negatively affect our financial condition and results
of operations. Further we have not identified any alternate source of funding and hence any
failure or delay on our part to raise money from this Issue or any shortfall in the Issue proceeds
may delay the implementation schedule and could adversely affect our growth plans. For further
details please refer to the chapter titled “Objects of the Issue” beginning on page 113.

42. Any variation in the utilisation of the Net Proceeds would be subject to certain compliance
requirements, including prior shareholders’ approval.

Our Company intends to use Net Proceeds raised pursuant to the Fresh Issue in the manner set
out in the section titled “Objects of the Issue” on page 113. In accordance with Section 27 of the
Companies Act, 2013, we cannot undertake any variation in the utilisation of the Net Proceeds
as disclosed in this Red Herring Prospectus without obtaining the approval of shareholders of our
Company 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 approval of the shareholders of
our Company in a timely manner, or at all. Any delay or inability in obtaining such approval of the
shareholders of our Company may adversely affect our business or operations. In light of these
factors, we may not be able to undertake variation of objects of the Issue to use any unutilized
proceeds of the Issue, if any, 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 unutilized portion of Net Proceeds, if any, which may adversely affect our
business and results of operations.

43. If we are unable to source business opportunities effectively, we may not achieve our financial
objectives.

Our ability to achieve financial objectives will depend on our ability to identify, evaluate and
accomplish business opportunities. Our failure to source business opportunities effectively could
have a material adverse effect on our business, financial condition and results of operations. It is
also possible that the strategies used by us in the future may be different from those presently
in use. No assurance can be given that our analyses of market and other data or the strategies
we use or plans in future to use will be successful under various market conditions.

44. The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency
and shall be purely dependent on the discretion of the management of our Company.

Our Issue size is less than Rs. 10,000 lakhs, there is no mandatory requirement of appointing an
Independent Monitoring Agency for overseeing the deployment of utilization of funds raised
through this Issue. The deployment of these funds raised through this Issue, is hence, at the
discretion of the management and the Board of Directors of our Company and will not be subject
to monitoring by any independent agency. However, as per Section 177 of the Companies Act,
2013, the Audit Committee of our Company would be monitoring the utilization of proceeds of
the Issue. Any inability on our part to effectively utilize the Issue proceeds could adversely affect
our financials.

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45. Our Promoters and members of the Promoter Group will continue jointly to retain majority
control over our Company after the Issue, which will allow them to determine the outcome of
matters submitted to shareholders for approval.

After completion of the Issue, our Promoters and Promoter Group will collectively own [●] % of
the Equity Shares. As a result, our Promoters together with the members of the Promoter Group
will be able to exercise a significant degree of influence over us and will be able to control the
outcome of any proposal that can be approved by a majority shareholder vote, including, the
election of members to our Board, in accordance with the Companies Act and our Articles of
Association. Such a concentration of ownership may also have the effect of delaying, preventing
or deterring a change in control of our Company. In addition, our Promoters will continue to have
the ability to cause us to take actions that are not in, or may conflict with, our interests or the
interests of some or all of our creditors or minority shareholders, and we cannot assure you that
such actions will not have an adverse effect on our future financial performance or the price of
our Equity Shares.

46. We could be harmed by employee misconduct or errors that are difficult to detect and any such
incidences could adversely affect our financial condition, results of operations and reputation.

Employee misconduct or errors could expose us to business risks or losses, including regulatory
sanctions and cause serious harm to our reputation. There can be no assurance that we will be
able to detect or deter such misconduct. Moreover, the precautions we take to prevent and
detect such activity may not be effective in all cases. Our employees may also commit errors that
could subject us to claims and proceedings for alleged negligence, as well as regulatory actions
on account of which our business, financial condition, results of operations and goodwill could
be adversely affected.

47. 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.

We have entered into agreements with certain banks for short-term and long terms facilities
which contain restrictive covenants, including requirements that we obtain NOC/Consent from
the lenders prior to undertaking certain matters including altering our capital structure, further
issuance of any shares, effecting any scheme of amalgamation or reconstruction, changing the
management and dilution of Promoters’ shareholding, and creation of security. Further, in terms
of security, we are required to create a mortgage or charge over our movable and immovable
properties. We may also be required to furnish additional security if required by our lenders.
Additionally, we are required to, among others, maintain the prescribed debt coverage ratio, net
total debt, and fixed asset coverage ratio. There can be no assurance that we will be able to
comply with these financial or other covenants at all times or that we will be able to obtain the
NOC/Consent necessary to take the actions that we believe are required to operate and grow
our business. Further, we are susceptible to changes in interest rates and the risks arising
therefrom. Certain of our financing agreements provide for interest at variable rates with a
provision for the periodic resetting of interest rates. Further, under certain of our financing
agreements, the lenders are entitled to charge the applicable rate of interest, which is a
combination of a base rate that depends upon the policies of the RBI and a contractually agreed
spread, and in the event of an adverse change in our Company’s credit risk rating. Our Company
sought to obtain the relevant NOC/Consent in relation to the Issue, from the respective lenders
in advance of the date of this Red Herring Prospectus.

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Issue Specific Risks

48. Subsequent to the listing of the Equity Shares, we may be subject to surveillance measures, such
as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock
Exchanges in order to enhance the integrity of the market and safeguard the interest of
investors.

Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance
Measures (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchange. These
measures are in place to enhance the integrity of the market and safeguard the interest of
investors. The criteria for shortlisting any security trading on the Stock Exchanges for ASM is
based on objective criteria, which includes market-based parameters such as high low price
variation, concentration of client accounts, close to close price variation, market capitalization,
average daily trading volume and its change, and average delivery percentage, among others.
Securities are subject to GSM when its price is not commensurate with the financial health and
fundamentals of the issuer. Specific parameters for GSM include net worth, net fixed assets, price
to earning ratio, market capitalization and price to book value, among others.

Factors within and beyond our control may lead to our securities being subject to GSM or ASM.
In the event our Equity Shares are subject to such surveillance measures implemented by the
Stock Exchange, we may be subject to certain additional restrictions in connection with trading
of our Equity Shares such as limiting trading frequency (for example, trading either allowed once
in a week or a month) or freezing of price on upper side of trading which may have an adverse
effect on the market price of our Equity Shares or may in general cause disruptions in the
development of an active trading market for our Equity Shares.

49. There are restrictions on daily / weekly / monthly movements in the price of the Equity Shares,
which may adversely affect a shareholder’s ability to sell, or the price at which it can sell, Equity
Shares at a particular point in time.

Once listed, we would be subject to circuit breakers imposed by designated stock exchanges in
India, which does not allow transactions beyond specified increases or decreases in the price of
the Equity Shares. This circuit breaker operates independently of the index-based market-wide
circuit breakers generally imposed by SEBI on Indian stock exchanges. The percentage limit on
circuit breakers is set by the stock exchanges based on the historical volatility in the price and
trading volume of the Equity Shares. The stock exchanges do not inform us of the percentage
limit of the circuit breaker in effect from time to time and may change it without our knowledge.
This circuit breaker limits the upward and downward movements in the price of the Equity
Shares. As a result of this circuit breaker, no assurance may be given regarding your ability to sell
your Equity Shares or the price at which you may be able to sell your Equity Shares at any
particular time.

50. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may
experience price and volume fluctuations, and an active trading market for the Equity Shares
may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable
to resell the Equity Shares at or above the Issue Price, or at all.

Prior to the Issue, there has been no public market for the Equity Shares, and an active trading
market on the Stock Exchanges may not develop or be sustained after the Issue. 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. The Issue Price of the Equity Shares is proposed to
be determined through a fixed price process in accordance with the SEBI ICDR Regulations and
may not be indicative of the market price of the Equity Shares at the time of commencement of

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 trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares may
be subject to significant fluctuations in response to, among other factors, variations in our
operating results of our Company, market conditions specific to the industry we operate in,
developments relating to India, volatility in securities markets in jurisdictions other than India,
variations in the growth rate of financial indicators, variations in revenue or earnings estimates
by research publications, and changes in economic, legal and other regulatory factors.

51. After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market
for the Equity Shares may not develop.

The price of the Equity Shares on the Stock Exchanges may fluctuate as a result of the factors,
including:

• Volatility in the Indian and global capital market;

• Company’s results of operations and financial performance;
• Performance of Company’s competitors;
• Changes in our estimates of performance or recommendations by financial analysts;
• Significant developments in India’s economic and fiscal policies; and
• Significant developments in India’s environmental regulations.

Current valuations may not be sustainable in the future and may also not be reflective of future
valuations for our industry and our Company. There has been no public market for Equity Shares
and the prices of the Equity Shares may fluctuate after this Issue. There can be no assurance that
an active trading market for the Equity Shares will develop or be sustained after this Issue or that
the price at which the Equity Shares are initially traded will correspond to the price at which the
Equity Shares will trade in the market after this Issue.

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

The Issue Price of our Equity Shares has been determined by Book Built Method. This price is be
based on numerous factors (For further information, please refer chapter titled “Basis for Issue
Price” beginning on page 126 and may not be indicative of the market price of our Equity Shares
after the Issue. The market price of our Equity Shares could be subject to significant fluctuations
after the Issue and may decline below the Issue Price. We cannot assure you that you will be able
to sell your Equity Shares at or above the Issue Price. Among the factors that could affect our
share price include without limitation. The following:

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

53. You will not be able to sell immediately on Stock Exchange any of the Equity Shares you
purchase in the Issue until the Issue receives appropriate trading permissions.

The Equity Shares will be listed on the Stock Exchange. Pursuant to Indian regulations, certain
actions must be completed before the Equity Shares can be listed and trading may commence.

Page 66 of 472
 We cannot assure you that the Equity Shares will be credited to the investor’s demat accounts,
or that trading in the Equity Shares will commence within the time periods specified in the Red
Herring Prospectus. Any failure or delay in obtaining the approval would restrict your ability to
dispose of the Equity Shares. In accordance with section 40 of the Companies Act, 2013, if
permission to list the Equity Shares is denied by the stock exchanges, we are required to refund
all monies collected to investors.

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

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

55. Sale of Equity Shares by our Promoter or other significant shareholder(s) may adversely affect
the trading price of the Equity Shares.

Any instance of disinvestments of equity shares by our Promoter or by other significant

shareholder(s) may significantly affect the trading price of our Equity Shares. Further, our market
price may also be adversely affected even if there is a perception or belief that such sales of Equity
Shares might occur.

EXTERNAL RISK

Industry Related Risks

56. Changes in government regulations or their implementation could disrupt our operations and
adversely affect our business and the results of operations.

Our business and industry are regulated by different laws, rules and regulations framed by the
Central and State Government. These regulations can be amended/ changed on a short notice at
the discretion of the Government. If we fail to comply with all applicable regulations or if the
regulations governing our business or their implementation change adversely, we may incur
increased costs or be subject to penalties, which could disrupt our operations and adversely affect
our business and results of operations.

57. Changing laws, rules and regulations and legal uncertainties, including adverse application of
tax laws, may adversely affect our business and financial performance.

The regulatory and policy environment in India is evolving and subject to change. Such changes
in applicable law and policy in India, including the instances described below, may adversely
affect our business, financial condition, results of operation, performance and prospects in India,
to the extent that we are not able to suitably respond to and comply with such changes.
The Government of India implemented a comprehensive national goods and service tax (“GST”)
regime that combines taxes and levies by the central and state governments into a unified rate

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 structure from July 01, 2017, which we believe will result in fundamental changes. However, given
its recent introduction, there is no established practice regarding the implementation of, and
compliance with, GST. The implementation of the new GST regime has increased the operational
and compliance burden for Indian companies and has also led to various uncertainties. Any future
increases and amendments to the GST regime may further affect the overall tax efficiency of
companies operating in India and may result in significant additional taxes becoming payable.
Our business and financial performance could be adversely affected by any unexpected or
onerous requirements or regulations resulting from the introduction of GST or any changes in
laws or interpretation of existing laws, or the promulgation of new laws, rules and regulations
relating to GST, as it is implemented. Further, as GST is implemented, there can be no assurance
that we will not be required to comply with additional procedures and/or obtain additional
approvals and licenses from the government and other regulatory bodies or that they will not
impose onerous requirements and conditions on our operations. Any such changes and the
related uncertainties with respect to the implementation of GST may have a material adverse
effect on our business, financial condition and results of operations.

Furthermore, the Finance Act, 2023 instituted a number of amendments to the existing direct and
indirect tax regime which includes the withdrawal of long-term capital gains exemptions on equity
shares, long term capital gains applicability in the hands of Foreign Institutional Investors and
applicability of dividend distribution tax for certain transactions with shareholders, among others.

58. A slowdown in economic growth in India could have an adverse effect on our business, results
of operations, financial condition, and cash flows.

Purv Flexi Pack Limited is a provider of flexible packaging solutions in India. Our performance and
growth are, and will be, dependent to a large extent on the health of the Indian economy and
consumption spending by businesses and consumers. Economic growth in India is affected by
various factors including domestic consumption and savings, rate of inflation in India, balance of
trade movements, and global economic uncertainty.

Our revenue is generated primarily from the sale of direct supply of various plastic-based
products such as Biaxially Oriented Polypropylene (BOPP) film, Polyester Films, Cast
Polypropylene (CPP) films, Plastic granules, Inks, Adhesives, Masterbatches, Ethyl Acedate, and
Titanium Dioxide. In addition, our company is a Del Credere Associate (DCA) of Indian Oil
Corporation Limited and operates as a Dealer Operated Polymer Warehouse (DOPW) for their
polymer division. Consumption of these products has increased due to increased demand for
packaged goods in India, which has been positively and materially affecting our operating results.
Consequently, future changes in the Indian economy, especially the purchasing power of
businesses and consumers, is expected to directly impact our revenues and results of operations.
Further, India has in the past experienced high rates of inflation. In addition, from time to time,
the Government of India has taken measures to control inflation, which have included tightening
monetary policy by raising interest rates, restricting the availability of credit and inhibiting
economic growth.

Inflation, measures to combat inflation and public speculation about possible governmental
actions to combat inflation have also contributed significantly to economic uncertainty in India
and heightened volatility in the Indian capital markets. Periods of higher inflation may also slow
the growth rate of the Indian economy and increase some of our costs and expenses. To the
extent that the demand for our products decreases or costs and expenses increase, and we are
not able to pass those increases in costs and expenses on to our customers, our operating margins
and operating income may be adversely affected, which could have a material adverse effect on
our business, financial condition and results of operations.

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Other Risks

59. Significant differences exist between Indian GAAP 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 SEBI ICDR Regulations contained in this Red Herring Prospectus.

As stated in the reports of the Auditor included in this Red Herring Prospectus under chapter
“Financial Statements as restated” beginning on page 238, the financial statements included in
this Red Herring Prospectus are based on financial information that is based on the audited
financial statements that are prepared and presented in conformity with Indian GAAP and
restated in accordance with the SEBI ICDR Regulations, and no attempt has been made to
reconcile any of the information given in this Red Herring Prospectus to any other principles or
to base it on any other standards. Indian GAAP differs from accounting principles and auditing
standards with which prospective investors may be familiar in other countries, such as U.S. GAAP
and IFRS. Significant differences exist between Indian GAAP and U.S. GAAP and IFRS, which may
be material to the financial information prepared and presented in accordance with Indian GAAP
contained in this Red Herring Prospectus.

Accordingly, the degree to which the financial information included in this Red Herring Prospectus
will provide meaningful information is dependent on familiarity with Indian GAAP, the Companies
Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian GAAP on the
financial disclosures presented in this Red Herring Prospectus should accordingly be limited.

60. Changing laws, rules and regulations and legal uncertainties, including adverse application of
tax laws, may adversely affect our business and financial performance.

The regulatory and policy environment in India is evolving and subject to change. Such changes
in applicable law and policy in India, including the instances described below, may adversely
affect our business, financial condition, results of operation, performance and prospects in India,
to the extent that we are not able to suitably respond to and comply with such changes.

For instance, in November 2016, the Government of India demonetized certain – high value
denominations of currency. Trading and retail businesses in India were impacted for a limited
period on account of such demonetization. Such businesses have subsequently needed to
introduce additional point of sale instruments to improve their collection process.

The Government of India implemented a comprehensive national goods and service tax (“GST”)
regime that combines taxes and levies by the central and state governments into a unified rate
structure from July 01, 2017, which we believe will result in fundamental changes. However, given
its recent introduction, there is no established practice regarding the implementation of, and
compliance with, GST. The implementation of the new GST regime has increased the operational
and compliance burden for Indian companies and has also led to various uncertainties. Any future
increases and amendments to the GST regime may further affect the overall tax efficiency of
companies operating in India and may result in significant additional taxes becoming payable.
Our business and financial performance could be adversely affected by any unexpected or
onerous requirements or regulations resulting from the introduction of GST or any changes in
laws or interpretation of existing laws, or the promulgation of new laws, rules and regulations
relating to GST, as it is implemented. Further, as GST is implemented, there can be no assurance
that we will not be required to comply with additional procedures and/or obtain additional
approvals and licenses from the government and other regulatory bodies or that they will not
impose onerous requirements and conditions on our operations. Any such changes and the
related uncertainties with respect to the implementation of GST may have a material adverse
effect on our business, financial condition and results of operations.

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 Further, the General Anti Avoidance Rules came into effect on April 1, 2017. The effect of the
application of these provisions to our business in India is at present uncertain. Furthermore, the
Finance Act, 2019 instituted a number of amendments to the existing direct and indirect tax
regime which includes the withdrawal of long-term capital gains exemptions on equity shares,
long term capital gains applicability in the hands of Foreign Institutional Investors and
applicability of dividend distribution tax for certain transactions with shareholders, among
others.

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

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

62. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to
India, the Indian economy and industry in which our company operates contained in the Red
Herring Prospectus.

While facts and other statistics in this Red Herring Prospectus relating to India, the Indian
economy and the industry in which our company operates has been based on various
government publications and reports from government agencies that we believe are reliable, we
cannot guarantee the quality or reliability of such materials. While we have taken reasonable care
in the reproduction of such information, industry facts and other statistics have not been
prepared or independently verified by us or any of our respective affiliates or advisors and,
therefore we make no representation as to their accuracy or completeness. These facts and other
statistics include the facts and statistics included in the chapter titled “Our Industry” beginning
on page 140. Due to possibly flawed or ineffective data collection methods or discrepancies
between published information and market practice and other problems, the statistics herein
may be inaccurate or may not be comparable to statistics produced elsewhere and should not be
unduly relied upon. Further, there is no assurance that they are stated or compiled on the same
basis or with the same degree of accuracy, as the case may be, elsewhere.

63. Financial instability in Indian financial markets could adversely affect our Company’s results of
operations and financial condition.

In this globalized world, the Indian economy and financial markets are significantly influenced by
worldwide economic, financial and market conditions. Any financial turmoil, say in the United
States of America, Europe, China or other emerging economies, may have a negative impact on
the Indian economy. Although economic conditions differ in each country, investors’ reactions to
any significant developments in one country can have adverse effects on the financial and market
conditions in other countries. A loss in investor confidence in the financial systems, particularly
in other emerging markets, may cause increased volatility in Indian financial markets. Indian
financial markets have also experienced the contagion effect of the global financial turmoil. Any
prolonged financial crisis may have an adverse impact on the Indian economy, thereby resulting
in a material and adverse effect on our Company's business, operations, financial condition,

Page 70 of 472
 profitability and price of its Shares. Stock exchanges in India have in the past experienced
substantial fluctuations in the prices of listed securities.

64. Conditions in the Indian securities market may affect the price or liquidity of our Equity Shares.

The Indian securities markets are smaller than securities markets in more developed economies
and the regulation and monitoring of Indian securities markets and the activities of investors,
brokers and other participants differ, in some cases significantly, from those in the more
developed economies. Indian stock exchanges have in the past experienced substantial
fluctuations in the prices of listed securities. Further, the Indian stock exchanges have
experienced volatility in the recent times. The Indian stock exchanges have also experienced
problems that have affected the market price and liquidity of the securities of Indian companies,
such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers.
In addition, the governing bodies of the Indian stock exchanges have from time-to-time restricted
securities from trading and limited price movements. A closure of, or trading stoppage on the
SME Platform of BSE Limited could adversely affect the trading price of the Equity Shares.

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

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

66. Foreign investors are subject to foreign investment restrictions under Indian law that limits our
ability to attract foreign investors, which may adversely impact the market price of the Equity
Shares.

Under the foreign exchange regulations currently in force in India, transfers of shares between
non-residents and residents are freely permitted (subject to certain exceptions) 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 fall under any of the exceptions referred to above, then the prior
approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee
proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency
from India will require a no objection/ tax clearance certificate from the income tax authority.
There can be no assurance that any approval required from the RBI or any other government
agency can be obtained on any particular terms or at all.

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

India’s physical infrastructure is in developing phase compared to that of many developed

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

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

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

69. The occurrence of natural or man-made disasters could adversely affect our results of
operations, cash flows and financial condition. Hostilities, terrorist attacks, civil unrest and
other acts of violence could adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis,
tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of
terrorism and military actions, could adversely affect our results of operations, cash flows or
financial condition. Terrorist attacks and other acts of violence or war may adversely affect the
Indian securities markets. In addition, any deterioration in international relations, especially
between India and its neighbouring countries, may result in investor concern regarding regional
stability which could adversely affect the price of the Equity Shares. In addition, India has
witnessed local civil disturbances in recent years, and it is possible that future civil unrest as well
as other adverse social, economic or political events in India could have an adverse effect on our
business. Such incidents could also create a greater perception that investment in Indian
companies involves a higher degree of risk and could have an adverse effect on our business and
the market price of the Equity Shares.

Page 72 of 472
 SECTION – IV INTRODUCTION

THE ISSUE

The following table summarizes the Issue details: -

Particulars Details of Equity Shares

Issue of Equity shares of Face value of Up to 56,64,000 Equity Shares aggregating up to Rs. [●] Lakhs
Rs. 10/- each (1) (2)(3)
Issue Consists of:
Market Maker Reservation Portion Up to 3,48,800 Equity Shares of face value of Rs. 10/- each fully paid
up of the Company for cash at price of Rs. [●] /- per Equity Share
aggregating to Rs. [●] Lakhs.
Net Issue to the Public Up to 53,15,200 Equity Shares of face value of Rs.10/- each fully paid
up of the Company for cash at price of Rs. [●]/- per Equity Share
aggregating to Rs. [●] Lakhs.
Of Which:
A. A) QIB Portion (3)(4)(6) Not more than 25,69,600 Equity Shares
B. of which:
C. Anchor Investor Portion Up to 15,16,800 Equity Shares
D. Net QIB Portion (assuming Anchor Up to 10,52,800 Equity Shares
Investor Portion is fully subscribed)
E. of which:
F. Mutual Fund Portion (5% of the Net Atleast 51,200 Equity Shares
QIB Portion)
G. Balance for all QIBs including Mutual Up to 10,01,600 Equity Shares
Funds
H. A) Non-Institutional Portion (3)(4) Not less than 8,44,800 Equity Shares
I. B) Retail Portion (3)(4) Not less than 19,00,800 Equity Shares
Pre and Post Issue Equity Shares:
Equity Shares outstanding prior to the 1,53,18,950 Equity Shares of face value of Rs. 10/-
Issue as on the date of the RHP
Equity Shares outstanding after the [●] Equity Shares of face value of Rs. 10/- each
Issue
Utilization of Net Proceeds See chapter titled “Objects of the Issue” beginning on page 113 for
information about the use of Proceeds from the Issue.
Notes:
1) The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to
time. This Issue is being made by our company in terms of Regulation of 229 (2) of SEBI ICDR Regulations read
with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post Issue paid up equity share capital of our
company are being Issued to the public for subscription.
2) Our company in consultation with the BRLM, has undertaken a Pre-IPO Placement of 12,00,000 Equity Shares
for an aggregate amount of ₹ 852.00 Lakhs. The size of the Fresh Issue as disclosed in the Draft Red Herring
Prospectus, aggregating up to 68,64,000 Equity Shares, has been reduced by 12,00,000 Equity Shares pursuant
to the Pre-IPO Placement, and accordingly, the Fresh Issue is for an aggregate up to 56,64,000 Equity Shares.
3) The Issue has been authorized by the Board of Directors vide a resolution passed at their meeting held on
September 01,2023 and the fresh issue has been approved and authorised by the Shareholders of our Company
vide a special resolution passed pursuant to the Companies Act, 2013 at the extraordinary general meeting
held on September 07,2023.
4) The SEBI ICDR Regulations permit the issue of securities to the public through the Book Building Process, which
states that, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non
Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate
basis to Retail Individual Bidders and not more than 50% of the Net Issue shall be allotted on a proportionate
basis to QIBs, subject to valid Bids being received at or above the Issue Price. Accordingly, we have allocated
the Net Issue i.e., not less than 35% of the Net Issue shall be available for allocation to Retail Individual Bidders
and not less than 15% of the Net Issue shall be available for allocation to Non institutional bidders. For further
details, see “Issue Procedure” beginning on page 403.

Page 73 of 472
5) Subject to valid bids being received at or above the Issue 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 at the discretion of our company, in consultation with the BRLM and the Designated Stock Exchange
subject to applicable law. In the event of oversubscription, allotment shall be made on a proportionate basis,
subject to valid Bids received at or above the Issue Price.
6) Our company, in consultation with the BRLM, may allocate up to 60% of the QIB Portion 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 price at which Equity Shares are allocated to the Anchor Investors in the issue. In the event of
under subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares will be added
to the Net QIB Portion. For further details, see “Issue Procedure” beginning on Page 403.

For further details please refer to section titled “Issue Information” beginning on page 391.

Page 74 of 472
 SUMMARY OF FINANCIAL INFORMATION

The summary financial information presented below should be read in conjunction with the Restated
Financial Information, the notes thereto and the sections “Financial Statements as Restated” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages
238 and 335, respectively.

PURV FLEXIPACK LIMITED

(Erstwhile known as Purv Flexipack Private Limited)
CIN: U25202WB2005PLC103086
RESTATED CONSOLIDATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
(Rs. in Lakhs)
For the period ended on For the fiscal year ended on March, 31
Particulars
September 30, 2023 2023 2022 2021
Equity and Liabilities
Shareholders’ Funds
Share Capital 1,411.88 1,411.88 1,411.88 1,411.88
Reserves and Surplus 6,740.54 6,207.34 5,381.21 4,486.48
Total Equity 8,152.42 7,619.22 6,793.09 5,898.36
Minority Interest 1,613.45 1,479.39 1,171.29 272.12
Non-Current Liabilities
Long-Term Borrowings 4,808.81 5,088.48 3,375.37 2,389.70
Deferred Tax Liabilities (Net) 262.23 239.07 177.25 148.24
Other Long-Term Liabilities 6.58 15.57 22.39 18.54
Long-Term Provisions 39.51 58.51 53.28 35.15
Total Non- Current Liabilities 5,117.13 5,401.63 3,628.29 2,591.63
Current Liabilities
Short-Term Borrowings 10,205.15 7,262.50 4,964.73 4,688.07
Trade Payables
total outstanding dues to micro and small 542.54
302.03 172.89 122.67
Enterprises
total outstanding dues to creditors other than 1,639.71
2,827.29 1,055.26 1,417.55
micro and small Enterprises
Other Current Liabilities 801.86 750.40 270.21 293.37
Short-Term Provisions 243.38 210.37 90.97 133.85
Total Current Liabilities 13,432.64 11,352.59 6,554.06 6,655.51
TOTAL EQUITY AND LIABILITIES 28,315.64 25,852.83 18,146.73 15,417.62
Assets
Non-Current Assets
Property, Plant, Equipment, and Intangible Assets
(i) Tangible Assets & Intangible Asset 5,256.05 5,004.68 3,070.06 2,951.18
(ii) Capital Work in Progress 3663.32 2,381.97 412.26 246.28
Long-Term Loans and Advances 511.00 602.25 326.40 294.41
Other Non-Current Assets 106.80 100.97 76.54 -
Non-current investments 384.79 628.72 811.73 519.84
Investment Property 179.86 634.22 631.95 605.99
Goodwill on Consolidation 8.03 8.03 8.03 8.03
Total Non- Current Assets 10,109.85 9,360.84 5,336.97 4,625.73
Current Assets
Short-Term Loans and Advances 4,210.35 3,929.82 2,607.63 2,081.41
Other Current Assets 1,567.90 1,101.10 792.97 799.28
Trade Receivables 8,274.64 7,496.48 6,183.42 5,616.16
Inventories 3,985.66 3,914.25 3,103.72 2,246.54
Cash and Bank Balances 167.24 50.34 122.02 48.50
Total Current Assets 18,205.79 16,491.99 12,809.76 10,791.89
TOTAL ASSETS 28,315.64 25,852.83 18,146.73 15,417.62

Page 75 of 472
 PURV FLEXIPACK LIMITED
(Erstwhile known as Purv Flexipack Private Limited)
CIN: U25202WB2005PLC103086
RESTATED CONSOLIDATED SUMMARY STATEMENT OF PROFIT AND LOSS
(Rs. in Lakhs)
For the period ended For the year ended March 31,
Particulars
on September 30, 2023 2023 2022 2021
Income
Revenue from Operations 13,439.09 33,317.44 22,237.34 13,303.75
Other Income 496.70 790.39 706.47 476.51
Total Income 13935.79 34,107.83 22,943.81 13,780.26
Expenses
Cost of Material Consumed 3,462.07 6,977.49 2,259.92 957.40
Purchase of Stock- in- Trade 8,291.31 22,486.07 17,641.52 10,510.25
Changes in Inventories of finished goods, work
(188.94) (164.28) (483.35) (521.95)
in process & trade goods
Employee Benefits Expense 183.25 404.16 401.47 306.77
Finance Cost 562.25 900.03 580.16 507.53
Depreciation and Amortization Exp. 183.06 330.67 211.51 168.59
Other Expenses 717.49 1,688.52 1,378.63 1,035.15
Total Expenses 13,210.49 32,622.66 21,989.86 12,963.74
Profit Before Exceptional & Extraordinary
725.30 1,485.17 953.95 816.52
Item & Tax
Exceptional/Prior Period Items 45.64 - - -
Profit Before Tax 770.94 1,485.17 953.95 816.52
Tax Expense
(a) Current Tax 171.51 289.12 158.56 152.29
(b) MAT Entitlement - - (0.09)
(c) Deferred Tax (Credit)/ Charge 23.16 61.82 29.01 49.35
Total Tax Expenses 194.67 350.94 187.57 201.55
Profit /(Loss) Before Minority Interest &
576.27 1,134.23 766.38 614.97
Associates
Add: Share of Profit/(Loss) from Associates
- - - -
Company
Less: - Share of Minority Interest (146.14) (308.10) (139.65) (47.47)
PROFIT / (LOSS) FOR THE YEAR OF THE GROUP 430.13 826.13 626.73 567.50
Earnings per equity share of Rs. 10/- each (in
Rs.)
a) Basic/Diluted EPS 3.05 58.51 44.39 40.19
b) Adjusted/Diluted EPS after sub-division
3.05 5.85 4.44 4.02

Page 76 of 472
 PURV FLEXIPACK LIMITED
(Erstwhile known as Purv Flexipack Private Limited)
CIN: U25202WB2005PLC103086
RESTATED CONSOLIDATED SUMMARY STATEMENT OF CASH FLOW
(Rs. in Lakhs)
For the period ended For the year ended March 31,
Particulars
on September 30, 2023 2023 2022 2021
A. Cash Flow from Operating Activities
Profit before tax, as Restated Consolidated 770.94 1,485.17 953.95 816.52
Adjustments for:
Depreciation and amortization expense 183.06 330.67 211.51 168.59
Capital Profit transfer to Minority - - 268.01 -
Adjustment related to minority interest (171.89) - - -
Prior Period Items - - - 156.36
Finance costs 562.25 900.03 580.16 507.53
Interest & Dividend income (164.92) (207.56) (115.16) (160.41)
Operating profit before working capital changes 1,179.44 2,508.31 1,898.47 1,488.59
Changes in working capital:
(Increase) / decrease Inventories (71.41) (810.53) (857.18) (681.43)
(Increase) / decrease in Trade Receivables (778.16) (1,313.06) (567.26) 243.60
(Increase) / decrease in Other Current Assets (466.80) (308.13) 6.31 (750.32)
Increase / (decrease) in Trade Payables (947.07) 1,901.18 (312.07) (347.53)
Increase / (decrease) in Other Current Liabilities 51.46 480.19 (23.16) (409.23)
Increase / (decrease) in Long Term Provision (19.00) 5.23 18.13 (4.41)
Increase / (decrease) in other Long-Term Liabilities (8.99) (6.82) 3.85 (3.34)
(Increase) / decrease in other Non- Current Assets (5.83) (24.43) (76.54) -
Increase / (decrease) in Short Term Provision 33.01 119.40 (42.88) 26.75
Cash generated from / (utilized in) operations (1,033.35) 2,551.34 47.67 (437.32)
Less: Income tax paid (171.51) (289.12) (158.56) (152.20)
Net cash flow generated from / (utilized in) operating
(1,204.86) 2,262.22 (110.89) (589.52)
activities (A)
B. Cash flow from investing activities
Purchase of property, plant, and equipment
(including intangible assets and intangible assets (434.43) (2,265.29) (330.39) (1,166.32)
under development)
Goodwill on Consolidation (Related to investment in
- - - (8.03)
Subsidiaries)
Capital Work in Progress (1,281.35) (1,969.71) (165.98) 790.77
Investment Property 454.36 (2.27) (25.96) (605.99)
Net of Purchase/ Proceeds from Sale of Investments 243.93 183.01 (291.89) 114.55
Interest and Dividend Received 164.92 207.56 115.16 160.41
Net cash flow utilized in investing activities (B) (852.57) (3,846.70) (699.06) (714.61)
C. Cash flow from financing activities
Financing by Minority Interest (12.09) - 759.51 28.31
Proceeds from capital subsidy 274.97 - - -
(Increase) / decrease in Long Term Loans and
91.25 (275.85) (31.99) 6.74
Advances
(Increase) / decrease in short term Loans and
(280.53) (1,322.20) (526.22) 931.42
Advances
Net of Repayment/Proceeds from Short Term
2942.65 2,297.77 276.66 83.62
Borrowings
Net of Repayment/Proceeds from Long Term
(279.67) 1,713.11 985.67 481.22
Borrowings
Interest/Finance Charges Paid (562.25) (900.03) (580.16) (507.53)
Net cash flow generated from/ (utilized in) financing
2174.34 1,512.81 883.46 1,023.82
activities (C)
Net (decrease)/ increase in cash & cash equivalents
116.90 (71.67) 73.51 (280.31)
(A+B+C)
Cash and cash equivalents at the beginning of the year 50.34 122.02 48.50 328.81
Cash and cash equivalents at the end of the year 167.24 50.34 122.02 48.50

Page 77 of 472
 PURV FLEXIPACK LIMITED
(Erstwhile known as Purv Flexipack Private Limited)
CIN: U25202WB2005PLC103086
RESTATED STANDALONE SUMMARY STATEMENT OF ASSETS AND LIABILITIES
(Rs. in Lakhs)
For the period ended For the year ended March 31,
Particulars
on September 30, 2023 2023 2022 2021
Equity and Liabilities
Shareholders’ Funds
Share Capital 1,411.88 1,411.88 1,411.88 1,411.88
Reserves and Surplus 5,000.56 4,803.67 4,251.22 3,846.05
Total Equity 6,412.44 6,215.55 5,663.10 5,257.93
Non-Current Liabilities
Long-Term Borrowings 247.05 762.14 837.23 752.82
Deferred Tax Liabilities (Net) 27.26 25.20 29.39 29.73
Long-Term Provisions 21.76 26.34 28.95 22.70
Other Non- Current Liabilities 1.00 10.00 12.84 10.00
Total Non- Current Liabilities 297.07 823.68 908.41 815.25
Current Liabilities
Short-Term Borrowings 6,055.54 4,575.77 3,726.37 3,606.54
Trade Payables
total outstanding dues of micro and small Enterprises 114.42 52.98 6.82 43.40
total outstanding dues other than micro and small
1,212.89 1,699.87 1,029.36 1,297.99
Enterprises
Other Current Liabilities 92.64 137.25 147.99 212.85
Short-Term Provisions 106.50 118.35 64.01 91.05
Total Current Liabilities 7,581.99 6,584.22 4,974.55 5,251.83

TOTAL EQUITY AND LIABILITIES 14,291.50 13,623.45 11,546.06 11,325.01

Assets
Non-Current Assets
Property, Plant, Equipment and Intangible Assets
(i) Tangible Assets & Intangible Asset 475.57 424.90 423.49 410.91
Long-Term Loans and Advances 258.13 250.78 247.97 247.48
Non-current investments 1,283.61 1,343.57 1,526.59 1,234.71
Investment Property 179.86 634.23 631.95 605.99
Total Non- Current Assets 2,197.17 2,653.48 2,830.00 2,499.09
Current Assets
Short-Term Loans and Advances 3,061.23 2,570.94 1,157.70 1,913.97
Other Current Assets 503.35 532.53 436.53 411.75
Trade Receivables 7,065.96 6,258.22 5,242.66 4,859.69
Inventories 1,436.27 1,593.01 1,833.60 1,617.60
Cash and Bank Balances 27.52 15.27 45.57 22.91
Total Current Assets 12,094.33 10,969.97 8,716.06 8,825.92

TOTAL ASSETS 14,291.50 13,623.45 11,546.06 11,325.01

Page 78 of 472
 PURV FLEXIPACK LIMITED
(Erstwhile known as Purv Flexipack Private Limited)
CIN: U25202WB2005PLC103086
RESTATED STANDALONE SUMMARY STATEMENT OF PROFIT AND LOSS
(Rs. in Lakhs)
Particulars For the period ended For the year ended March 31,
on September 30, 2023 2023 2022 2021
Income
Revenue from Operations 5,495.83 15,703.33 17,101.88 10,223.48
Other Income 313.24 687.76 610.81 462.87
Total Income 5,809.07 16,391.09 17,712.69 10,686.35
Expenses
Purchase of Stock- in- Trade 4865.80 14,016.66 15,868.90 9,237.80
Changes in Inventories of finished goods,
156.74 240.59 (216.00) (239.24)
work in process & trade goods
Employee Benefits Expense 89.05 226.62 258.19 222.74
Finance Cost 276.24 506.07 383.30 324.23
Depreciation and Amortization Exp. 13.02 23.50 26.41 23.93
Other Expenses 211.30 684.91 930.06 699.36
Total Expenses 5,612.15 15,698.35 17,250.86 10,268.82
Profit Before Exceptional &
196.92 692.74 461.83 417.53
Extraordinary Item & Tax
Exceptional/Prior Period Items 45.64 - - -
Profit Before Tax 242.56 692.74 461.83 417.53
Tax Expense
(a) Current Tax 43.61 144.49 56.99 84.58
(b) Deferred Tax (Credit)/ Charge 2.06 (4.19) (0.34) 4.15
Total Tax Expenses 45.67 140.30 56.65 88.73
PROFIT / (LOSS) FOR THE YEAR 196.89 552.44 405.18 328.80
Earnings per equity share of Rs. 10/-
each (in Rs.)
a) Basic/Diluted EPS 1.39 39.13 28.70 23.29
b) Adjusted/Diluted EPS after sub-
1.39 3.91 2.87 2.33
division

Page 79 of 472
 PURV FLEXIPACK LIMITED
(Erstwhile known as Purv Flexipack Private Limited)
CIN: U25202WB2005PLC103086
RESTATED STANDALONE SUMMARY STATEMENT OF CASH FLOW
(Rs. in Lakhs)
For the period ended on For the year ended March 31,
Particulars
September 30, 2023 2023 2022 2021
A. Cash Flow from Operating Activities
Profit before tax, as Restated Standalone 242.56 692.74 461.83 417.53
Adjustments for:
Depreciation and amortization expense 13.02 23.50 26.41 23.93
Finance costs 276.24 506.07 383.30 324.23
Prior Period Items - - (247.65)
Interest & Dividend income (133.34) (224.20) (123.07) (162.97)
Operating profit before working capital
398.48 998.11 748.47 355.07
changes
Changes in working capital:
(Increase) / decrease Inventories 156.74 240.59 (216.00) (239.24)
(Increase) / decrease in Trade Receivables (807.74) (1,015.56) (382.97) 477.09
(Increase) / decrease in Other Current Assets 29.18 (96.00) (24.78) (65.53)
Increase / (decrease) in Trade Payables (425.54) 716.67 (305.21) (623.99)
Increase / (decrease) in Other Current Liabilities (44.61) (10.74) (64.86) (60.83)
Increase / (decrease) in Long Term Provision/
(13.58) (5.45) 9.09 (16.86)
Non-Current Liabilities
Increase / (decrease) in Short Term Provision (11.85) 54.34 (27.04) 56.63
Cash generated from / (utilised in) operations (718.92) 881.96 (263.30) (117.66)
Less: Income tax paid (43.61) (144.49) (56.99) (84.58)
Net cash flow generated from / (utilised in)
(762.53) 737.47 (320.29) (202.24)
operating activities (A)
B. Cash flow from investing activities
Purchase of property, plant, and equipment (63.69) (24.91) (38.99) (8.68)
Net of Purchase/ Proceeds from Sale of
59.96 183.02 (291.88) 120.32
Investments
Investment Property 454.37 (2.28) (25.96) (86.13)
(Increase) / decrease in short term Loans and
(490.29) (1,413.24) 756.27 529.18
Advances
(Increase) / decrease in Long Term Loans and
(7.35) (2.81) (0.49) 129.85
Advances
Interest and Dividend Received 133.34 224.20 123.07 162.97
Net cash flow utilized in investing activities (B) 86.34 (1,036.02) 522.02 847.51
C. Cash flow from financing activities
Net of Repayment/Proceeds from Short Term
1,479.77 849.40 119.83 (652.43)
Borrowings
Net of Repayment/Proceeds from Long Term
(515.09) (75.09) 84.41 309.29
Borrowings
Interest/Finance Charges Paid (276.24) (506.07) (383.30) (324.23)
Net cash flow generated from/ (utilized in)
688.44 268.24 (179.06) (667.37)
financing activities (C)
Net (decrease)/ increase in cash & cash
12.25 (30.31) 22.67 (22.10)
equivalents (A+B+C)
Cash and cash equivalents at the beginning of the
15.27 45.57 22.91 45.01
year
Cash and cash equivalents at the end of the year 27.52 15.27 45.57 22.91

Page 80 of 472
 GENERAL INFORMATION

Our Company was incorporated as a private limited company under the provisions of Companies Act,
1956, pursuant to a certificate of incorporation dated May 11, 2005, issued by the RoC, West Bengal.
Subsequently, our Company was converted into a public limited company under the provisions of
Companies Act, 2013, pursuant to the approval accorded by our Shareholders at their extra-ordinary
general meeting held on February 02, 2023. Consequently, the name of our Company was changed to
“Purv Flexipack Limited” and a fresh certificate of incorporation consequent upon conversion from a
private limited company to a public limited company was issued to our Company by the RoC, Kolkata
on August 03, 2023, and Corporate Identification Number is U25202WB2005PLC103086. The
registered office of our company is situated at Annapurna Apartment, Suit 1C, 1st Floor, 23 Sarat Bose
Road, Kolkata- 700020 West Bengal, India.

For details of Incorporation, Change of Name and Registered Office of our Company, see the chapter
titled “History and Certain Corporate Matters” beginning on page 198.

REGISTERED AND CORPORATE OFFICE OF THE COMPANY

PURV FLEXIPACK LIMITED

Annapurna Apartment, Suit 1C,1st Floor,
23 Sarat Bose Road, Kolkata- 700020 West Bengal.
Telephone: +91 33 4070 3238
E-mail: cs@[Link]
Website: [Link]
CIN: U25202WB2005PLC103086
Registration number of our Company: 103086

ADDRESS OF THE REGISTRAR OF COMPANIES

REGISTRAR OF COMPANIES
Nizam Palace, 2nd MSO Building, 2nd Floor,
234/4, A.J.C.B. Road, Kolkata- 700020
Website: [Link]

DESIGNATED STOCK EXCHANGE

National Stock Exchange of India Limited

(EMERGE Platform of National Stock Exchange of India Limited) (“NSE EMERGE”)
Exchange Plaza, Plot no. C/1, G Block,
Bandra-Kurla Complex Bandra (E),
Mumbai - 400051, Maharashtra.
E-mail: [Link]

BOARD OF DIRECTORS

As on the date of this Red Herring Prospectus, our Board comprises the following:

S. No. Name of Director Designation DIN Address

1. Vanshay Goenka Managing Director 06444159 3, Mullen Street, L.R. Sarani, Kolkata-700020 WB
Chairman and Non- 3, Mullen Street, L.R. Sarani, Kolkata-700020 WB
2. Rajeev Goenka 00181693
Executive Director
3. Poonam Goenka Whole-time Director 00304729 3, Mullen Street, L.R. Sarani, Kolkata-700020 WB
4. Payal Bafna Independent Director 09075302 50, Joy Narayan Santra Lane, Howrah -711101

Page 81 of 472
S. No. Name of Director Designation DIN Address
Near Krishna Cycle Mart, Rairangpur Bazar,
5. Khusbu Agrawal Independent Director 09847254
Ward No- 9, Raira Mayurbhnaj, Orissa-757043

For further details and brief profiles of our Board of Directors, refer to the chapter titled “Our
Management” beginning on page 208.

COMPANY SECRETARY AND COMPLIANCE OFFICER

CS Shivani Marda
Flat 2A Block 8, Vivek Vihar, Phase 5,
493C G.T. Road South, Shibpur,
Haora corporation, West Bengal-711102
Tel: +91 – 7595828225
E-mail: cs@[Link]

Investors may contact our Company Secretary and Compliance Officer and/ or the Registrar to the
Issue in case of any Pre-Issue or Post-Issue related problems, such as non - receipt of letters of
allotment, credit of allotted Equity Shares in the respective beneficiary account or unblocking of
ASBA Account, etc. For all the Issue related queries and for redressal of complaints, Bidders may
also write to the BRLM:

All issue related grievances, other than Anchor Investors, may be addressed to the Registrar to the
Issue with a copy to the relevant Designated Intermediary with 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 DP ID, Client ID, PAN, date of the Bid cum Application form, address
of the bidder, number of Equity Shares applied for and the name and address of the Designated
Intermediary where the Bid cum Application form was submitted by the ASBA bidder and ASBA
Account number (for bidders other than RIBs Applying through the UPI Mechanism) in which the
amount equivalent to the Application Amount was blocked or UPI ID in case of RIIs applying through
the UPI Mechanism.

All Issue-related grievances of the Anchor Investors may be addressed to the Registrar to the Issue,
giving full details such as the name of the Sole or First bidder, Anchor Investor Application Form
Number, bidder DP ID, Client ID, PAN, date of the Bid cum Application form, address of the bidder,
number of Equity Shares applied for and the name and address of the BRLM where the Bid cum
Application form was submitted by the bidder.

All grievances relation to Bids submitted through Registered Brokers may be addressed to the Stock
Exchange with a copy to the Registrar to the Issue.

Further, the investor shall also enclose the Acknowledgment Slip from the Designated Intermediaries
in addition to the documents/information mentioned hereinabove.

In terms of SEBI circular, no SEBI/HO/CFD/DIL2/CIR/P/2018/22, any ASBA Bidder whose Bid Cum
Application form 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.

Page 82 of 472
For all issue related queries and for redressal of complaints, Bidder may also write to the Book Running
Lead Manager. All complaints, queries or comments received by Stock Exchange/ SEBI shall be
forwarded to the Book Running Lead Manager, who shall respond to the same.

LEGAL ADVISOR TO THE ISSUE

Chir Amrit Corporate LLP

6TH Floor, Unique Destination, opp. Times of India,
Tonk Road, Jaipur – 302015, Rajasthan.
Tel: +91- 141 - 4044500
E-mail: ritu@[Link]
Website: [Link]
Contact Person: Ritu Soni

BANKERS TO THE ISSUE / REFUND BANK(S) / SPONSOR BANK TO THE ISSUE

Axis Bank Limited

Axis House “, 6th Floor, C-2, wadla International Centre.
Pandurang Budhkar Marg, Worli, Mumbai – 400025
Telephone No: [DIRECT 022 24253672]
E-mail: [Link]@[Link]
Website: [Link]
Contact Person: Vishal M. Lade

BOOK RUNNING LEAD MANAGERS

Holani Consultants Private Limited

401 – 405 & 416 – 418 4th Floor,
Soni Paris Point, Jai Singh Highway,
Bani Park, Jaipur – 302016, Rajasthan
Telephone: +91 – 141 – 2203996
E-mail ID: ipo@[Link]
Investor Grievance ID: [Link]@[Link]
Website: [Link]
Contact Person: Mrs. Payal Jain
SEBI Registration No.: INM000012467

REGISTRAR TO THE ISSUE

Link Intime India Private Limited

C -101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli (West), Mumbai, Maharashtra, India, 400083
Tel: +91 8108114949
Website: [Link]
Email: [Link]@[Link]
Investor Grievance id: [Link]@[Link]
Contact Person: Mr. Shanti Gopalkrishnan
SEBI Registration Number: INR000004058

Page 83 of 472
BANKERS TO OUR COMPANY

BANK OF BARODA LIMITED HDFC BANK LIMITED

Mansarovar Building, 3B, Camac Street, 1st Floor, Jardine House, NS Road,
Kolkata- 700016 Kolkata, 700001
Tel: 033-40016342 E-mail: [Link]@[Link]
E-mail: camacs@[Link] Contact Person: Arvind K Gupta
Contact Person: Jaiprakash Burnwal Website: [Link]
Website: [Link]
YES BANK LIMITED ICICI BANK LIMITED
Yes Bank House, Western Express Hwy, Technopolis Building, Sector V, Salt Lake,
Anand Nagar, Vakola, Santacruz East, Biddhannagar, Kolkata, West Bengal
Mumbai, Maharashtra, 400055 E-mail: akansha.srivastava1@[Link]
Tel: 9650492261 Contact Person: Akansha Srivastava
E-mail: [Link]@[Link] Website: [Link]
Contact Person: Abhiraj Anand
Website: [Link]

SYNDICATE MEMBERS

Holani Consultants Private Limited

401 – 405 & 416 – 418 4th Floor,
Soni Paris Point, Jai Singh Highway,
Bani Park, Jaipur – 302016, Rajasthan
Telephone: +91 – 141 – 2203996
E-mail ID: broking@[Link]
Website: [Link]
Contact Person: Mr. Suraj Joshi
SEBI Registration No.: INZ000299835

DESIGNATED INTERMEDIARIES

Self – Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
[Link] 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 RII 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
[Link] or at
such other websites as may be prescribed by SEBI from time to time.

SCSBs eligible as Issuer Banks and mobile applications enabled for the 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, Retail Individual Investors using
the UPI Mechanism may only apply through the SCSBs and mobile applications using the UPI handles
specified on the website of the SEBI
([Link] and
([Link]
respectively, as updated from time to time.

Syndicate SCSB Branches

Page 84 of 472
In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs
to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on
the website of the SEBI at
[Link] which may
be and updated from time to time or any such other website as may be prescribed by SEBI from time
to time. For more information on such branches collecting Bid cum Application Forms from the
Syndicate at Specified Locations, see the website of the SEBI at
[Link] or any such
other website as may be prescribed by SEBI from time to time.

Registered Brokers

Applicants can submit Application Forms in the Issue using the stock broker’s network of the Stock
Exchanges, through the Registered Brokers at the Broker Centres. The list of the Registered Brokers,
eligible to accept ASBA forms, including details such as postal address, telephone number, and email
address, is provided on the website of the SEBI ([Link]) and updated from time to time. For
details on Registered Brokers, please refer
[Link]

Registrar and Share Transfer Agents

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, are provided on the website of SEBI at
[Link] 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, are provided on the website of Stock Exchange. The list of branches
of the SCSBs named by the respective SCSBs to receive deposits of Application Forms from the
Designated Intermediaries will be available on the website of the SEBI ([Link]) on
[Link] updated from time
to time.

STATUTORY AUDITOR AND PEER REVIEW AUDITOR

M/s. Keyur Shah & Associates.

Chartered Accountants
Tel: +91 7948999595
Website: [Link]
E-mail: keyur@[Link]
Contact Person: Akhlaq Ahmad Mutvalli
Firm Registration Number: 333288W
Membership No: 181329
Peer Review Number: 014877

INTER – SE ALLOCATION OF RESPONSIBILITIES

Since Holani Consultants Private Limited is the sole Book Running Lead Manager to this issue, a
statement of inter-se allocation of responsibilities among BRLM is not applicable.
CREDIT RATING

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As this is an issue consisting only of Equity Shares, there is no requirement to obtain credit rating for
the Issue.

IPO GRADING

Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, no credit
rating agency registered with SEBI has been appointed in respect of obtaining grading for the Issue.

DEBENTURE TRUSTEE

As this is an Issue consisting only of Equity Shares, the appointment of a debenture trustee is not
required.

APPRAISAL AND MONITORING AGENCY

As per regulation 262(1) of the SEBI ICDR Regulations, 2018, the requirement of Monitoring Agency is
mandatory if the Issue size exceeds Rs. 10,000 Lakhs. Since the Issue size below Rs 10,000 Lakhs, our
Company has not appointed any monitoring agency for this Issue. However, as per Section 177 of the
Companies Act, 2013, the Audit Committee of our Company, would be monitoring the utilization of
the proceeds of the Issue. Further, the Company has not appointed any appraisal agency for this Issue.

FILING OF THIS RED HERRING PROSPECTUS

The Draft Red Herring Prospectus is being filed with National Stock Exchange of India Limited,
Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400051.

The Draft Red Herring Prospectus shall not be filed with SEBI, nor shall SEBI issue any observation on
the Issue Document in terms of Regulation 246(2) of SEBI (ICDR), 2018. Pursuant to Regulation 246(1),
a copy of the Red Herring Prospectus and Prospectus will be filed online through SEBI Intermediary
Portal at [Link] at the time of filling with the Registrar of Companies. Further, in
light of the SEBI notification dated March 27, 2020, our company will submit a copy of Red Herring
Prospectus and Prospectus to the email id: cfddil@[Link]

A copy of the Red Herring Prospectus along with the documents required to be filed under Section 32
of the Companies Act, 2013 will be delivered to the Registrar of Companies, West Bengal situated at
Nizam Palace, 2nd MSO Building, 2nd Floor, 234/4, A.J.C.B. Road, Kolkata- 700020 and a copy of
Prospectus shall be filed under Section 26 of the Companies Act, 2013 to Registrar of Companies, West
Bengal.

BOOK BUILDING PROCESS

Book Building Process, in the context of the Issue, refers to the process of collection of Bids from
investors on the basis of the Red Herring Prospectus, the Bid cum Application Forms and the Revision
Forms within the Price Band. The Price Band, shall be decided by our Company in consultation with
the BRLM and shall be advertised in all editions of Financial Express, the English all India circulation
daily newspaper and all editions of Jansatta, the Hindi all India circulation daily newspaper and all
editions of Arthik Lipi, the regional newspaper, (Bengali being the regional language of West Bengal,
where our Registered and Corporate Office is situated), respectively, at least two Working Days prior
to the Bid/Issue Opening Date and shall be made available to the Stock Exchanges for the purpose of
uploading on their respective websites. The Issue Price shall be determined by our Company in
consultation with the BRLM after the Bid/issue Closing Date.
Principal parties involved in the Book Building Process are: -

Page 86 of 472
➢ Our Company;
➢ The Book Running Lead Manager in this case being Holani Consultants Private Limited
➢ The Syndicate Member(s) who are intermediaries registered with SEBI/ registered as brokers with
EMERGE Platform of National Stock Exchange of India Limited and eligible to act as Underwriters.
The Syndicate Member(s) will be appointed by the Book Running Lead Manager;
➢ The Escrow collection Banks / Banker to the Issue;
➢ The Sponsor Bank(s);
➢ The Registrar to the Issue and;
➢ The designated Intermediaries

All Bidders, other than Anchor Investors, shall participate in the Issue mandatorily through the ASBA
process by providing the details of their respective ASBA Accounts in which the corresponding Bid
Amount will be blocked by the SCSBs and Sponsor Bank, as the case may be. Retail Individual Bidders
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. Anchor Investors are not permitted to participate in the Issue through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs Bidding in the Net QIB Portion and Non-
Institutional Bidders bidding in the Non-Institutional Portion are not allowed to withdraw or lower
the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage.
Retail Individual Bidders can revise their Bids during the Bid/Issue Period and withdraw their Bids
until the Bid/Issue Closing Date. Anchor Investors cannot withdraw their Bids after the Anchor
Investor Bidding Date. Further, allocation to QIBs in the Net QIB Portion will be on a proportionate
basis and allocation to Anchor Investors in the Anchor Investor Portion will be on a discretionary
basis.

For further details, see the chapters titled “Terms of the Issue”, “Issue Structure” and “Issue
Procedure” beginning on pages 391, 400 and 403 respectively.

The Book Building Process is in accordance with guidelines, rules, and regulations prescribed by SEBI.
Bidders are advised to make their own judgment about an investment through this process prior to
submitting a Bid.

Bidders should note the Issue is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment.

Illustration of Book Building Process and the Price Discovery Process

For an illustration of the Book Building Process and the price discovery process, see the chapter titled
“Issue Procedure” beginning on page 403.

UNDERWRITER

Our Company and Book Running Lead Manager to the Issue hereby confirm that the Issue is 100%
Underwritten. The underwriting agreement is September 29, 2023, and pursuant to the terms of the
underwriting agreement; obligations of the underwriter are subject to certain conditions specified
therein. The underwriter has indicated their intention to underwrite following number of specified
securities being issued through this Issue.

(Rs. in Lakhs)

Page 87 of 472
 Indicative Number % of the Total
Amount
Name and Address of the Underwriters of Equity Shares to Issue size
Underwritten
be Underwritten Underwritten
Holani Consultants Private limited
401-405 & 416-418, 4th Floor, Soni Paris Point, Jai
Singh Highway, Bani Park, Jaipur-302016
Up to 56,64,000
Tel: +91 0141 – 2203996 [●]* 100%
Equity Shares
Email: ipo@[Link]
Contact Person: Mr. Ramavtar Holani
SEBI Registration Number: INM000012467
TOTAL [●] [●] 100%
*Includes up to 3,48,800 Equity shares of the Market Maker Reservation Portion which are to be subscribed by the Market
Maker in order to ensure compliance with the requirements of Regulation 261 of the SEBI (ICDR) Regulations, 2018, as
amended.

In the opinion of the Board of Directors of our Company, the resources of the above-mentioned
underwriter are sufficient to enable them to discharge their respective underwriting obligations in full.

CHANGES IN AUDITORS

Except as mentioned below, there have been no changes in the Auditors in last three fiscal years
preceding the date of this Red Herring Prospectus:
S. Particulars of Previous Auditor Particulars of New Auditor Effective date Reason
No.
1. M/s K.S. Bothra & Co. M/s Keyur Shah & Associates. Appointed on Casual
28B, Shakespeare Sarani, 3rd Floor, 303, Shitiratna, B/s Radisson Blu Hotel, 31/01/2023. vacancy due
Neelambar Building, Kolkata- 700017 Nr. Panchvati Circle, Ambawadi, Further re- to death of a
Tel: (033)-35445358/59 Ahmedabad, Gujarat-380006 appointed at partner.
Email: ksbnco@[Link] Tel: +91 - 7948999595 Annual General
Contact Person: M.K. Bothra Email: keyur@[Link] Meeting held on
Firm Registration No: 304084E Contact Person: Akhlaq Ahmad Mutvalli 28/09/2023.
Membership No: 051531 Firm Registration No: 333288W
Peer Review Number: N.A. Membership No: 181329
Peer Review Number: 014877

GREEN SHOE OPTION

No green shoe option is contemplated under the Issue.

DETAILS OF THE MARKET MAKING ARRANGEMENT

Our Company and the Book Running Lead Manager have entered into a Market Making agreement
dated September 29, 2023, with the following Market Maker, duly registered with National Stock
Exchange of India Limited to fulfil the obligations of Market Making:

Holani Consultants Private Limited

401 – 405 & 416 – 418 4th Floor,
Soni Paris Point, Jai Singh Highway,
Bani Park, Jaipur – 302016, Rajasthan
Telephone: +91 – 141 – 2203996
E-mail ID: broking@[Link]
Website: [Link]
Contact Person: Mr. Suraj Joshi
SEBI Registration No.: INZ000299835
Market Maker Registration No.: (SME segment of NSE): 90225

Page 88 of 472
Holani Consultants Private Limited, registered with EMERGE Platform of National Stock Exchange of
India Limited (“NSE EMERGE’’), will act as the Market Maker and has agreed to receive or deliver of
the specified securities in the market making process for a period of three years from the date of
listing of our Equity Shares or for a period as may be notified by any amendment to SEBI (ICDR)
Regulations, 2018.

The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI ICDR
Regulations, 2018, as amended from time to time and the circulars issued by NSE and SEBI in this
matter from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

1. The Market Maker(s) (individually or jointly) shall be required to provide a 2 – way quote for 75%
of the time in a day. The same shall be monitored by the Stock Exchange. The Spread (difference
between the sell and buy quote) shall not be more than 10% or as specified by the Stock
Exchange. Further, the Market Maker(s) shall inform the Exchange in advance for each and every
black out period when the quotes are not being issued by the Market Maker(s).

2. The Prices quoted by Market Maker shall be in compliance with the Market Maker Spread
Requirements and other particulars as specified or as per the requirements of EMERGE Platform
of NSE and SEBI from time to time.

3. The minimum depth of the quote shall be Rs. 1,00,000/-. However, the investors with holdings of
value less than Rs. 1,00,000/- shall be allowed to issue their holding to the Market Maker(s)
(individually or jointly) in that scrip provided that he sells his entire holding in that scrip in one lot
along with a declaration to the effect to the selling broker. Based on the IPO price of Rs. [●]/- per
share the minimum lot size is [●] Equity Shares thus minimum depth of the quote shall be Rs.
[●]/- until the same, would be revised by EMERGE Platform of NSE.

4. After a period of three (3) months from the market making period, the Market Maker would be
exempted to provide quote if the Shares of Market Maker in our Company reaches to 25% of
Issue Size (including the 3,48,800 Equity Shares out to be allotted under this Issue). Any Equity
Shares allotted to Market Maker under this Issue over and above 25% Equity Shares would not
be taken into consideration of computing the threshold of 25% of issue size. As soon as the Shares
of Market Maker in our Company reduce to 24% of Issue Size, the Market Maker will resume
providing 2–way quotes.

5. There shall be no exemption/threshold on downside. However, in the event the Market Maker
exhausts his inventory through market making process, EMERGE Platform of NSE may intimate
the same to SEBI after due verification.

6. Execution of the order at the quoted price and quantity must be guaranteed by the Market
Maker(s), for the quotes given by him.

7. There would not be more than five Market Makers for the Company’s Equity Shares at any point
of time and the Market Makers may compete with other Market Makers for better quotes to the
investors. At this stage, Holani Consultants Private Limited is acting as the sole Market Maker.

8. On the first day of the listing, there will be pre – opening session (call auction) and there after the
trading will happen as per the equity market hours. The circuits will apply from the first day of
the listing on the discovered price during the pre-open call auction. The securities of the company
will be placed in SPOS and would remain in Trade for Trade settlement for 10 days from the date
of listing of Equity share on the Stock Exchange.

Page 89 of 472
 9. The shares of the Company will be traded in continuous trading session from the time and day
the company gets listed on EMERGE Platform of NSE and market maker will remain present as
per the guidelines mentioned under NSE and SEBI circulars.

10. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January
20, 2012, has laid down that for Issue size up to Rs. 250 crores, the applicable price bands for the
first day shall be:

• In case equilibrium price is discovered in the Call Auction, the price band in the normal trading
session shall be 5% of the equilibrium price.

• In case equilibrium price is not discovered in the Call Auction, the price band in the normal
trading session shall be 5% of the Issue price.

Additionally, the trading shall take place in TFT segment for first 10 days from commencement of
trading. The following spread will be applicable on the SME Exchange Platform.
S
S. No. Market Price Slab (in Rs.) Proposed Spread (in % to Sale Price)
1 Up to 50 9
2 50 to 75 8
3 75 to 100 6
4 Above 100 5
)
11. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily/fully from the market – for instance due to system problems, any other problems.
All controllable reasons require prior approval from the Exchange, while force – majeure will be
applicable for non – controllable reasons. The decision of the Exchange for deciding controllable
and non – controllable reasons would be final.

12. The Market Maker(s) shall have the right to terminate said arrangement by giving one – month
notice or on mutually acceptable terms to the Book Running Lead Manager, who shall then be
responsible to appoint a replacement Market Maker(s).

In case of termination of the above – mentioned Market Making agreement prior to the
completion of the compulsory Market Making period, it shall be the responsibility of the Book
Running Lead Manager to arrange for another Market Maker(s) in replacement during the term
of the notice period being served by the Market Maker but prior to the date of releasing the
existing Market Maker from its duties in order to ensure compliance with the requirements of
regulation 261 of the SEBI (ICDR) Regulations. Further the Company and the Book Running Lead
Manager reserve the right to appoint other Market Maker(s) either as a replacement of the
current Market Maker or as an additional Market Maker subject to the total number of
Designated Market Makers does not exceed 5 (five) or as specified by the relevant laws and
regulations applicable at that particular point of time. The Market Making Agreement is available
for inspection at our Corporate Office from 11.00 a.m. to 5.00 p.m. on working days.

13. EMERGE Platform of NSE will have all margins which are applicable on the NSE EMERGE viz., Mark
– to – Market, Value – At – Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base
Minimum Capital etc. EMERGE Platform of NSE can impose any other margins as deemed
necessary from time-to-time.

14. EMERGE Platform of NSE will monitor the obligations on a real time basis and punitive action will
be initiated for any exceptions and/or non – compliances. Penalties/ fines may be imposed by the
Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a

Page 90 of 472
 particular security as per the specified guidelines. These penalties/ fines will be set by the
Exchange from time to time. The Exchange will impose a penalty on the Market Maker(s) in case
he is not present in the market (Issuing two – way quotes) for at least 75% of the time. The nature
of the penalty will be monetary as well as suspension in market making activities/ trading
membership.

The Department of Surveillance and Supervision of the Exchange would decide and publish the
penalties/ fines/ suspension for any type of misconduct/ manipulation/ other irregularities by the
Market Maker from time to time.

15. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on
the upper side for Market Makers during market making process has been made applicable,
based on the issue size and as follows:

Issue Size Buy quote exemption threshold Re-Entry threshold for buy quote
(including mandatory initial (including mandatory initial
inventory of 5% of the Issue Size) inventory of 5% of the Issue Size)
Up to Rs. 20 Crore 25% 24%
Rs. 20 crores to Rs. 50 crores 20% 19%
Rs. 50 to Rs. 80 crores 15% 14%
Above Rs. 80 crores 12% 11%
Size)
The Market Making arrangement, trading and other related aspects including all those specified
above shall be subject to the applicable provisions of law and/or norms issued by SEBI/ EMERGE
Platform of NSE from time to time.

16. All the above – mentioned conditions and systems regarding the Market Making Arrangement
are subject to change based on changes or additional regulations and guidelines from SEBI and
Stock Exchange from time to time.

Page 91 of 472
 CAPITAL STRUCTURE

The Equity Share Capital of our Company, as on the date of this Red Herring Prospectus, is set forth
below:
(Rs. in Lakhs except share data)
Sr. Aggregate nominal Aggregate value
Particulars
No. value at Issue Price*
AUTHORISED SHARE CAPITAL
A
2,20,00,000 Equity Shares of face value of Rs.10/- each 2,200.00 [●]
ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
B 1,53,18,750 Equity Shares of face value of Rs.10/- each 1,531.875 [●]
Total [●] [●]
PRESENT ISSUE IN TERMS OF THIS RED HERRING PROSPECTUS
C Fresh Issue of Up to 56,64,000 Equity Shares of face value of Rs. 10/- each [●] [●]
at a price of Rs. [●]/- Per Equity Share(1)(2)
CONSISTING OF:
Reservation for Market Maker- Up to 3,48,800 Equity Share of face value [●] [●]
of Rs. 10/- each reserved as Market Maker portion at a price of Rs. [●]/-
per Equity Share
Net Issue to the Public: Up to 53,15,200 Equity Shares of face value of Rs. [●] [●]
10/- each at a price of Rs. [●]/- per Equity Share(2)
ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE ISSUE
D [●] Equity Shares of face value of Rs.10/- each [●] [●]
Total [●] [●]
SECURITIES PREMIUM ACCOUNT
E Before the Issue 1,165.23
After the Issue [●]
*To be updated upon finalization of Issue Price.
(1) The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on September 01,
2023 and by the shareholders of our Company vide a special resolution passed at the Extra-Ordinary General Meeting
held on September 07, 2023.
(2) Our company in consultation with the BRLM, has undertaken a Pre-IPO Placement of 12,00,000 Equity Shares for an
aggregate amount of ₹ 852.00 Lakhs. The size of the Fresh Issue as disclosed in the Draft Red Herring Prospectus,
aggregating up to 68,64,000 Equity Shares, has been reduced by 12,00,000 Equity Shares pursuant to the Pre-IPO
Placement, and accordingly, the Fresh Issue is for an aggregate up to 56,64,000 Equity Shares.

Classes of Shares

Our Company has only one class of share capital i.e., Equity Shares of face value of Rs. 10/- each only.
All Equity Shares issued are fully paid-up. Our Company has no outstanding convertible instruments
as on the date of this Red Herring Prospectus.

DETAILS OF CHANGES TO OUR COMPANY’S AUTHROISED SHARE CAPITAL

For Details in relation to the changes in the authorized capital of our company, please refer section
titled “History and Certain other Corporate Matters – Amendments to the Memorandum of
Association” on page 198.

NOTES TO THE CAPITAL STRUCTURE

1. Share Capital History of our Company:

(a) EQUITY SHARE CAPITAL:

The history of the Equity Share capital of our Company is set forth in the table below:

Page 92 of 472
 Face Issue
Number of Cumulative Cumulative
Date of value per price per
Equity Form of number of paid-up
allotment / Fully Equity Equity Nature of allotment
Shares consideration Equity Equity Share
Paid-up Share Share
allotted Shares capital (Rs.)
(Rs.) (Rs.)
On Subscription to
1,000 100/- 100/- Cash 1,000 1,00,000
incorporation MOA (1)
(2)
March 29, 2007 20,100 100/- 100/- Cash Further Issue 21,100 2,110,000
(3)
March 30, 2007 74,000 100/- 200/- Cash Further Issue 95,100 9,510,000
March 31, 2008 Further Issue (4)
77,720 100/- 200/- 1,72,820 17,282,000
Cash
November 28, Further Issue(5)
5 100/- 200/- Cash 1,72,825 17,282,500
2008
March 31, 2009 2,81,500 100/- 200/- Cash Further Issue(6) 4,54,325 45,432,500

Pursuant to Scheme
Other than
March 20, 2015 9,34,750 100/- 100/- of Merger and 1,389,075 138,907,500
Cash
Amalgamation(7)

December 28, Pursuant to Scheme

Other than
2019 22,800 100/- 100/- of Merger and 1,411,875 1,41,187,500
Cash
Amalgamation(8)
February 02, Our company vide a special resolution passed at the Extra-Ordinary
2023 General Meeting dated February 02, 2023, has Sub-Divided the face
14,118,750 1,41,187,500
value of the equity shares of the Company from the existing of Rs.
100/- each to Rs. 10/- each.
December 22, Private Placement
2023 12,00,000 10/- 71/- Cash (Pre-IPO 1,53,18,750 15,31,87,500
Placement)(9)

Notes:

1. Initial subscribers to the Memorandum of Association subscribed to 1,000 Equity Shares of face
value of Rs. 100/- each as per the details given below:

S. No. Name of Allottees Number of Equity Shares

1. Rajeev Goenka 180
2. Poonam Goenka 800
3. Niraj Goel 20
TOTAL 1,000

2. Further Allotment of 20,100 equity shares having a face value of Rs.100/- each at a price of Rs.
100/- each aggregating to 20,10,000/- on March 29, 2007, as per the details given below:

S. No. Name of Allottees Number of Equity Shares

1. Choudhary Management Pvt. Ltd. 5,000
2. Mahasakti VyapaarPvt. Ltd. 5,000
3. Sajan Kumar Agarwala 100
4. Shree Pitrajee Fincom Pvt. Ltd. 5,000
5. Singhal Vyapar Pvt. Ltd. 5,000
TOTAL 20,100

3. Further Allotment of 74,000 equity shares having a face value of Rs. 100/- each at a premium of Rs.
100/- each aggregating to Rs. 1,48,00,000/- on March 30, 2007, as per the details given below:

Page 93 of 472
 S. No. Name of Allottees Number of Equity Shares
1. Basuki Credit & Finvestment Pvt. Ltd. 10,000
2. Dharmraj Fincon Pvt. Ltd. 2,000
3. Do Well Fiscal Services Pvt. Ltd. 9,500
4. Fixodeal Finance Pvt. Ltd. 2,500
5. Maheswar Credit & Fiscal Pvt. Ltd. 2,500
6. Mideast Vyapaar Pvt. Ltd. 5,000
7. P. D. Gainwell& Credit Pvt. Ltd. 5,000
8. Proctor Tradecon Pvt. Ltd. 7,500
9. Prabhu Fiscal Pvt. Ltd. 7,500
10. Priya Nivesh Pvt. Ltd. 7,500
11. Rameshwaram Fiscal Pvt. Ltd. 2,500
12. Sunflag Viniyog Pvt. Ltd. 5,000
13. Vishal Joy Vinimay Pvt. Ltd. 5,000
14. Waltz Mercantiles Pvt. Ltd. 2,500
TOTAL 74,000

4. Further Allotment of 77,720 equity shares having a face value of Rs. 100/- each at a premium of Rs.
100/- each aggregating to Rs. 1,55,44,000/- on March 31, 2008, as per the details given below:

S. No. Name of Allottees Number of Equity Shares

1. Asha Devi Pareek 10
2. Ashok Kumar Khater 10
3. Basuki Credit & Finvestment Pvt. Ltd. 5000
4. Dharmaraj Fincon Pvt. Ltd. 2,500
5. Dinesh Burma 10
6. Fixodeal Finance Pvt. Ltd. 5,000
7. Garima Suppliers Pvt. Ltd. 2,500
8. Kiran Devi Baid 10
9. Maya Pareek 10
10. Mideast Vyapaar Pvt. Ltd. 5,000
11. Minu Financial Services Pvt. Ltd. 3,500
12. Naresh Kumar Choraria 10
13. Nidhi Sureka 550
14. Nilkanth Investment Pvt. Ltd. 2,500
15. Niti Sureka 1,625
16. Pee Dee Viniyog Pvt. Ltd. 2,500
17. Poonam Jha 10
18. Pramod Kumar Jain 10
19. Priya Nivesh Pvt. Ltd. 2,500
20. Priyanka Sureka 5
21. Rabindra Sah 10
22. Raj Kumar Gupta 10
23. Raj Kumar Sureka 6,025
24. Raj Kumar Sureka (HUF) 1,050
25. Ramesh Kumar Somani 10
26. Raunack Overseas Pvt. Ltd. 5,500
27. Ravindra Kumar Sekhani 10
28. Rimjhim Tradelink Pvt. Ltd. 5,000
29. Sampat Mal Bengani 10
30. Saroj Devi Tulsyan 10
31. Sarita Jain 10
32. Saroj Pareek 10
33. Sreepanchami Cosultants Pvt. Ltd. 2,500
34. Sunflag Viniyog Pvt. Ltd. 2,500

Page 94 of 472
 S. No. Name of Allottees Number of Equity Shares
35. Sushil Kumar Surana (HUF) 10
36. Tara Jain 10
37. Udeshwar Singh 10
38. Usha Sureka 4275
39. Vandana Commodities Pvt. Ltd. 7,500
40. Vishal Joy Vinimay Pvt. Ltd. 5,000
41. Waltz Mercantiles Pvt. Ltd. 5,000
TOTAL 77,720

5. Further Allotment of 5 equity shares having a face value of Rs. 100/- each at a premium of Rs. 100/-
each aggregating to Rs. 1,000/- on November28, 2008 as per the details given below:

S. No. Name of Allottees Number of Equity Shares

1. Veenita Jalan 5
TOTAL 5

6. Further Allotment of 2,81,500 equity shares having a face value of Rs. 100/- each at a premium of
Rs. 100/- each aggregating to Rs. 5,63,00,000/- on March 31, 2009, as per the details given below:

S. No. Name of Allottees Number of Equity Shares

1. Balgopal Barter Pvt. Ltd. 2,500
2. Basuki Credit & Finvestment Pvt. Ltd. 7,500
3. B.B. Agencies Pvt. Ltd. 12,500
4. Bhawani Vanijya Pvt. Ltd. 5,000
5. Dharmaraj Fincon Pvt. Ltd. 5,000
6. Garima Suppliers Pvt. Ltd. 35,000
7. Gulmohar Sales Pvt. Ltd. 10,000
8. HKB Commercial Pvt. Ltd. 22,500
9. Mideast Vyapaar Pvt. Ltd. 12,500
10. Minu Financial Services Pvt. Ltd. 10,000
11. Morgan Advisory Services Limited 5,000
12. Nilkanth Investment Pvt. Ltd. 10,000
13. Parrot Agencies & Credit Pvt. Ltd. 5,000
14. Pee dee Viniyog Pvt. Ltd. 5,000
15. Prabhu Fiscal Pvt. Ltd. 5,000
16. Rameshwaram Fiscal Pvt. Ltd. 11,500
17. Samriddhi Tradlink Pvt. Ltd. 5,000
18. Sidh Financial Services Pvt. Ltd. 7,500
19. Subhshree Vyapaar Pvt. Ltd. 21,500
20. Sunflag Viniyog Pvt. Ltd. 5,000
21. Sunlight Tradlink Pvt. Ltd. 15,500
22. Utility Distributors Pvt. Ltd. 10,000
23. Vaibhav Vinimay Pvt. Ltd. 5,000
24. Vandana Commodities Pvt. Ltd. 10,000
25. Viable Finance & Housing Pvt. Ltd. 5,000
26. Vishal Joy Vinimay Pvt. Ltd. 18,000
27. Waltz Mercantiles Pvt. Ltd. 12,500
28. Winsome Vanijya Pvt. Ltd. 2,500
TOTAL 2,81,500

7. Allotment of 9,34,750 equity shares having a face value of Rs. 100/- each at a price of Rs. 100/-each
aggregating to Rs. 9,34,75,000/- on March 20, 2015, in the ratio of 5 shares for every 2 shares held,
made to the shareholders of M/s. Pushpanajali Tradelink Private Limited pursuant to the High Court
order dated July 08, 2014 approving the scheme of Amalgamation as per the details given below:

Page 95 of 472
 S. No. Name of Allottees Number of Equity Shares
1. Rajeev Goenka 250
2. Poonam Goenka 250
3. M/s. Purv Logistics Private Limited (Formerly known as
9,34,250
Ashirvad Infradev Private Limited)
TOTAL 9,34,750

8. Allotment of 22,800 equity shares having a face value of Rs. 100/- each at a price of Rs. 100/- each
aggregating to Rs. 22,80,000/- on December 28, 2019 made to the shareholders of transferor
companies M/s. Aryadeep Construction Private Limited in the ratio of 1 share for every 4 shares
held, M/s. Gajgamini Distributors Private Limited in the ratio of 1 share for every 12 shares held
and M/s. Vidyalaxmi Vincom Private Limited in the ratio of 1 share for every 12 shares held
pursuant to the order of National Company Law Tribunal (“NCLT”) dated May, 30, 2019 approving
the scheme of Amalgamation as per the details given below:

S. No. Name of Allottees Number of Equity Shares

1. Rajeev Goenka 3,442
2. Poonam Goenka 18,858
3. Sajan Kumar Rajeev Kumar HUF 250
4. Rajeev Kumar Goenka HUF 250
TOTAL 22,800

9. Private Placement Allotment of 12,00,000 equity shares having a face value of Rs. 10/- each at a
premium of Rs. 61/- each aggregating to Rs. 8,52,00,000 on December 22, 2023, as per the details
given below:

S. No. Name of Allottees Number of Equity Shares

1. Atul Chauhan HUF 208,000
2. Sunil Kumar Agarwal 140,800
3. Radhika Goyal 54,400
4. Priyanka Goyal 54,400
5. Rekha Goyal 54,400
6. Vikash Jain 46,400
7. Shiv Ratan Maheshwari 32,000
8. Rahul Kirti Gorgi 28,800
9. Jinal V Gogri 28,800
10. Nilesh V Parekh 28,800
11. Amit N Shah 28,800
12. Chandan S Chheda 28,800
13. Alpa K Chheda 28,800
14. Sonal S Mehta 28,800
15. Keyur M Shah 28,800
16. Amit Lapasiya 28,800
17. Prosperity Catalyst (OPC) Private Limited 20,800
18. Shri Dakshineshwari Maa Polyfabs Ltd 17,600
19. Sharmila Bansal 17,600
20. Sandeep Kochar 16,000
21. Spatial Services Private Limited 16,000
22. Ashish Kumar Himmatsingka 16,000
23. Pallavi Kiran Shah 16,000
24. Ritu Agarwal 16,000
25. Salil Mahajan 16,000
26. Shweta Sethi 16,000
27. Pawan Kumar Agarwal 16,000
28. Gopalji Choudhary 16,000

Page 96 of 472
 S. No. Name of Allottees Number of Equity Shares
29. Shivaani Kariwal 16,000
30. Seema Devi. Bakliwal 16,000
31. Rochita Construction Pvt Ltd 16,000
32. Om Binayak Textiles Private Limited 16,000
33. Pratibha Chandak 16,000
34. Sudha Karnani 14,400
35. Manoj Kumar Bhagat 8,000
36. Bishwanath Bajaj 8,000
37. Sunil Agrawal 8,000
38. Karan Jain 8,000
39. Raju Lekhraj Purswani 8,000
40. Bhagwati India Pvt Ltd 8,000
41. Siddhartha Kochar 8,000

2. Except set out below, our Company has not issued any Equity Shares for consideration other than
cash since its incorporation:
No. of Equity Face Issue Benefits
Date of Reason / Nature of
Name of the Allottees Shares value Price accrued to
Issue Allotment
allotted (Rs.) (Rs.) our company
March 20, Rajeev Goenka 250
2015 Poonam Goenka 250
Pursuant to the High Benefits of
M/s. Purv Logistics Private Limited 100 NA
Court order dated Merger and
(Formerly known as Ashirvad Infradev 9,34,250
July 08, 2014 Amalgamation
Private Limited)
TOTAL 9,34,750
December Rajeev Goenka 3,442 Pursuant to the
28, 2019 Poonam Goenka 18,858 order of National Benefits of
Sajan Kumar Rajeev Kumar HUF 250 100 NA Company Law Merger and
Rajeev Kumar Goenka HUF 250 Tribunal (“NCLT”) Amalgamation
TOTAL 22,800 dated May 10, 2019

3. Our Company has not issued any preference shares as on the date of filling of this Red Herring
Prospectus.

4. Our Company has not revalued its assets since inception and has not issued any Equity Shares
(including bonus shares) by capitalizing any revaluation reserves.

5. Except as stated in this section our Company has not allotted any Equity Shares in terms of any
scheme of arrangement approved under sections 391- 394 of the Companies Act, 1956 or sections
230-234 of the Companies Act, 2013.

6. Our company doesn’t have any Employee stock option scheme (“ESOP”)/ Employee Stock purchase
scheme (“ESPS”) for our employees and we do not intent to allot any shares to our employees
under ESOP and ESPS from the proposed issue. As and when options are granted to our employees
under the ESOP scheme, our Company shall comply with the SEBI (Share Based Employee Benefits)
Regulations, 2014 and SEBI (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999.

7. Our company has not issued any Equity Shares in the last one year immediately preceding the date
of filing this Red Herring Prospectus at a price which is lower than the Issue Price.

Page 97 of 472
 8. Our Shareholding Pattern:

Set forth below is the shareholding pattern of our Company as on the date of this Red Herring Prospectus:

(i) Summary of Shareholding Pattern as on date of this Red Herring Prospectus:

Shareholdin No. of Shareholding as a % Number of

g as a % of Number of voting rights held in shares assuming full Number of shares pledged
No. of
No. of total no. of each class of securities underlying conversion of locked in shares or otherwise Number of
partly
No. of fully shares shares outstanding convertible encumbered Equity Shares
No. of paid- up
paid-up underlying (calculated No of voting rights convertible securities (as a As a As a % of held in
Category of Share- Equity Total nos.
Equity depository as per SCRR, Total as a securities percentage of No. % Of total No. total dematerialised
Shareholder holders Shares shares held
Shares held receipts 1957) As a % Class - Equity Total % of (including diluted share capital) (a) shares (a) shares form
held
of (A+B+C2) (A+B+C) warrants) As a % of (A+B+C2) held (b) held (b)
I II III IV V VI VII = (V + VI) VIII IX X XI = VII+X XII XIII XIV
(A) Promoters and 7 1,41,18,750 - - 1,41,18,750 92.17 1,41,18,750 - 92.17 92.17 - - - - 1,41,18,750
Promoter Group -
(B) Public 41 12,00,000 - - 12,00,000 7.83 12,00,000 - 7.83 - 7.83 - - - - 12,00,000
(C) Non-Promoter - - - - - - - - - - - - - - - -
Non-Public
(1) Shares underlying - - - - - - - - - - - - - - - -
DRs
(2) Shares held by - - - - - - - - - - - - - - - -
Employee Trusts
Total (A)+(B)+(C) 48 1,53,18,750 - - 1,53,18,750 100 1,53,18,750 - 100 - 100 - - - - 1,53,18,750
*As on the date of this Red Herring Prospectus 1 Equity Shares holds 1 vote. Furthermore, our company has sub divided face value of company share from Rs.100 per Equity Share to Rs.10 per Equity
Share on February 02, 2023.

Page 98 of 472
 (ii) Shareholding Pattern of Promoter and Promoter Group
Nos. of Shareholding, as Number of
Sharehold No. of
shares Number of Voting Rights held in each a % assuming Number of Shares Number of
Partly ing Shares
No. underlyi class of securities* full conversion Locked in shares pledged or equity
No. of fully paid-up (calculate Underlying
Category & Name of the of ng Total nos. of convertible otherwise shares held
S. paid-up equity d as per Outstanding
Shareholders PAN share Deposit shares held No of Voting Rights Total as securities (as a No. As a No. As a in
No. equity shares SCRR, convertible
holde ory a % of percentage of (a) % of total (a) % of total dematerializ
shares held held 1957) Class Equity Clas Total securities
rs Receipt Total diluted share Share s shares ed form
As a % of Shares of s (including
s Voting capital) as a % of held (b) held (b)
(A+B+C2) Rs.10/- each Y Warrants)
rights A+B+C2
I II III IV V VI VII=IV+V+VI VIII IX X XI = VII+ X XII XIII XIV
(1) Indian
(a) Individuals/ Hindu
undivided Family
Rajeev Goenka 1 25,36,970 - - 25,36,970 16.56 25,36,970 - 25,36,970 16.56 - - [●] [●] - - 25,36,970
Poonam Goenka 1 16,09,080 - - 16,09,080 10.51 16,09,080 - 16,09,080 10.51 - - [●] [●] - - 16,09,080
Sajan Kumar Rajeev Kumar 1 3,77,500 - - 3,77,500 2.46 3,77,500 - 3,77,500 2.46 - - [●] [●] - - 3,77,500
HUF
Rajeev Kumar Goenka HUF 1 2,52,500 - - 2,52,500 1.65 2,52,500 - 2,52,500 1.65 - - [●] [●] - - 2,52,500
Unnat Goenka 1 100 - - 100 0.00 100 - 100 0.00 - - [●] [●] - - 100
Vanshay Goenka 1 100 - - 100 0.00 100 - 100 0.00 - - [●] [●] - - 100
(b) Central Government/ State - - - - - - - - - - - - - - - -
Government(s)
(c) Financial Institutions/ - - - - - - - - - - - - - - - -
Banks
(d) Any Other
Body Corporate - - - - - - - - - - - - - - - - - -
Purv Logistics Private - 1 93,42,500 - - 93,42,500 60.99 93,42,500 - 93,42,500 60.99 - 60.99 [●] [●] - - 93,42,500
Limited
Sub-Total (A)(1) - 7 1,41,18,750 - - 1,41,18,750 92.17 1,41,18,750 - 1,41,18,750 92.17 - 92.17 [●] [●] - - 1,41,18,750
(2) Foreign - - - - - - - - - - - - - - - -
(a) Individuals (Non- Resident - - - - - - - - - - - - - - - - -
Individuals/ Foreign
Individuals)
(b) Government - - - - - - - - - - - - - - - - -
(c) Institutions - - - - - - - - - - - - - - - - -
(d) Foreign Portfolio Investor - - - - - - - - - - - - - - - - -
(f) Any Other (specify) - - - - - - - - - - - - - - - - -
Sub-Total (A)(2) - - - - - - - - - - - - - - - - -
Total Shareholding of
Promoter and Promoter - 7 1,41,18,750 - - 1,41,18,750 92.17 1,41,18,750 - - 92.17 - 92.17 [●] [●] - - 1,41,18,750
Group (A)= (A)(1)+(A)(2)
*Furthermore, our company has sub divided face value of company share from Rs.100 per Equity Share to Rs.10 per Equity Share on February 02, 2023.

Page 99 of 472
 (iii) Shareholding Pattern of Public Shareholder

Total Number of Shares

Nos. of Number of Voting Rights held
Partly Sharehold Shareholding, Number of pledged or
shares in each class of securities No. of Shares Number of
paid- ing % as a % Locked in shares otherwise
No. of underlyi Underlying equity
No. of up (calculate assuming full encumbered
fully paid- ng Total nos. Outstanding shares
S. Category & Name of the Shareholders share equit d as per No of Voting Rights Total as conversion No. (a) As a No. As a
PAN up equity Deposit shares held convertible held in
No. holde y SCRR, Class Class Total a % of of convertible % of (Not % of total
shares ory securities dematerial
rs share 1957) Equity Y Total securities (as total applic shares held
held Receipt (including ized form
s held As a % of Shares of Voting a percentage shares able) (not
s Warrants)
(A+B+C2) Rs.10/- rights of diluted held (b) (a) applicable)
each share capital) (b)
I II III IV V VI VII=IV+V+VI VIII IX X XI= VII+ X XII XIII XIV
(1) Institutions
(a) Mutual Funds - - - - - - - - - - - - - - - -
(b) Venture Capital Funds - - - - - - - - - - - - - - - -
(c) Alternate Investment Funds - - - - - - - - - - - - - - - -
(d) Foreign Venture Capital Investors - - - - - - - - - - - - - - - -
(e) Foreign Portfolio Investors - - - - - - - - - - - - - - - -
(f) Financial Institutions/ Banks - - - - - - - - - - - - - - - -
(g) Insurance Companies - - - - - - - - - - - - - - - -
(h) Provident Funds/ Pension Funds - - - - - - - - - - - - - - - -
(i) Any Other (specify) - - - - - - - - - - - - - - - -
Sub-Total (B)(1) - - - - - - - - - - - - - - - -
(2) Central Government/ State - - - - - - - - - - - - - - - -
Government(s)/ President of India
Sub-Total (B)(2) - - - - - - - - - - - - - - - -
(3) Non-institutions
(a) Individuals
I. Individual shareholders holding - - - - - - - - - - - - - - - - - -
nominal share capital up to Rs. 2 lakhs.
ii. Individual shareholders holding - 35 11,05,600 - - 11,05,600 7.22 11,05,600 - - 7.22 - 7.22 - - - - 11,05,600
nominal share capital in excess of Rs. 2
lakhs.
(b) NBFCs registered with RBI - - - - - - - - - - - - - - - - - -
(c) Employee Trusts - - - - - - - - - - - - - - - - - -
(d) Overseas Depositories (holding DRs) - - - - - - - - - - - - - - - - - -
(balancing figure)
(e) Any Other Body Corporate - 6 94,400 - - 94,400 0.61 94,400 - - 0.61 - 0.61 - - - - 94,400
Sub-Total (B)(3) - - - - - - - - - - - - - - - - - -
Total Public Shareholding (B)= (B)(1) - 41 12,00,000 - - 12,00,000 7.83 12,00,000 - - 7.83 - 7.83 - - - - 12,00,000
+ (B)(2) + (B)(3)
* Furthermore, our company has sub divided face value of company share from Rs.100 per Equity Share to Rs.10 per Equity Share on February 02, 2023.

Page 100 of 472

 (iv) Shareholding pattern of the Non-Promoter Non-Public shareholder

Number of Shares
Number of Voting Rights Total Number of Number of
Sharehold pledged or
held in each class of No. of Shares Shareholding, Locked in equity
No. of Partly Nos. of ing otherwise
securities Underlying as a % assuming shares shares
fully paid-up shares (calculate encumbered
No. of Total nos. Outstanding full conversion held in
S. Category & Name of the paid-up equity underlying d as per No of Voting Rights
PAN shareho shares held Total as convertible of convertible As a As a Share
No. Shareholders equity shares Depository SCRR, Class No.
lders a % of securities securities (as a % of % of total dematerial
shares held Receipts 1957) Equity Cla (not
Total (including percentage of No. total shares held ized form
held As a % of Shares of ss Total applica
Voting Warrants) diluted share Share s (not (Not
(A+B+C2) Rs.10/- Y ble)
rights capital) held applicable) applicable)
each
I II III IV V VI VII=IV+V+VI VIII IX X XI= VII+ X XII XIII XIV
(1) Custodian/DR Holder
(a) Name of DR Holder (if - - - - - - - - - - - - - - - -
available)
Sub Total (c) (1) - - - - - - - - - - - - - - - -
(2) Employee Benefit Trust - - - - - - - - - - - - - - - -
(under SEBI (Share based
Employee Benefit)
Regulations, 2014)
Sub Total (C) (2) - - - - - - - - - - - - - - - -
Total Non- Promoter Non- - - - - - - - - - - - - - - - -
Public shareholding (C)=
(C)(1) + (C) (2)
Note: PAN of the Shareholders will be provided by our Company prior to Listing of Equity Share on the Stock Exchange.

Page 101 of 472

Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
one day prior to the listing of the Equity shares. The Shareholding pattern will be uploaded on the website of
National Stock Exchange of India Limited before commencement of trading of such Equity Shares.

9. The List of the shareholders of the company holding 1% or more of the paid-up share capital
aggregating to 80% or more of the paid-up share capital of the company.

(a) List of Shareholders holding 1% or more of the paid-up share capital of our Company as on the
date of the Red Herring Prospectus and end of last week from the date of the Red Herring
Prospectus:

Sr. No. of Equity Shares Percentage of the pre-Issue

No. Name of the shareholder on a fully diluted Equity Share capital (%) on
basis a fully diluted basis
1. Purv Logistics Private Limited (formerly known 93,42,500 60.99%
as Ashirwad Infradev Private Limited)
2. Rajeev Goenka 25,36,970 16.56%
3. Poonam Goenka 16,09,080 10.50%
4. Sajan Kumar Rajeev Kumar HUF 3,77,500 2.46%
5. Rajeev Kumar Goenka HUF 2,52,500 1.65%
6. Atul Chauhan HUF 2,08,000 1.36%
TOTAL 1,43,26,550 93.52%

(b) Set forth below is a list of Shareholders holding 1% or more of the paid-up share capital of our
Company and the number of Equity Shares held by them, on a fully diluted basis, as of two
years prior to the date of filing of the Red Herring Prospectus.

No. of Equity Shares Percentage of pre-Issue

Sr.
on a fully diluted Equity Share capital (%) on
No. Name of the shareholder
basis a fully diluted basis
1. Purv Logistics Private Limited (formerly known as 9,34,250 66.17%
Ashirwad Infradev Private Limited)
2. Rajeev Goenka 2,53,697 17.97%
3. Poonam Goenka 1,60,908 11.40%
4. Sajan Kumar Rajeev Kumar HUF 37,750 2.67%
5. Rajeev Kumar Goenka HUF 25,250 1.79%
TOTAL 14,11,855 99.99%

(c) Set forth below is a list of Shareholders holding 1% or more of the paid-up share capital of our
Company and the number of Equity Shares held by them, on a fully diluted basis, as of the
date one year prior to the date of filing of the Red Herring Prospectus:

Sr. No. of Equity Shares Percentage of Pre-Issue

No. Name of the shareholder on a fully diluted Equity Share capital (%) on
basis a fully diluted basis
1. Purv Logistics Private Limited (formerly known as 93,42,500 66.17%
Ashirwad Infradev Private Limited)
2. Rajeev Goenka 25,36,970 17.97%
3. Poonam Goenka 16,09,080 11.40%
4. Sajan Kumar Rajeev Kumar HUF 3,77,500 2.67%
5. Rajeev Kumar Goenka HUF 2,52,500 1.79%
TOTAL 1,41,18,550 99.99%

Page 102 of 472

 (d) Set forth below is a list of Shareholders holding 1% or more of the paid-up share capital of our
Company and the number of Equity Shares held by them, on a fully diluted basis, as of the
date ten days prior to the date of filing of the Red Herring Prospectus:

Sr. No. of Equity Shares Percentage of the pre-Issue

No. Name of the shareholder on a fully diluted Equity Share capital (%) on
basis a fully diluted basis
1. Purv Logistics Private Limited (formerly known as 93,42,500 60.99%
Ashirwad Infradev Private Limited)
2. Rajeev Goenka 25,36,970 16.56%
3. Poonam Goenka 16,09,080 10.50%
4. Sajan Kumar Rajeev Kumar HUF 3,77,500 2.46%
5. Rajeev Kumar Goenka HUF 2,52,500 1.65%
6. Atul Chauhan HUF 2,08,000 1.36%
TOTAL 1,43,26,550 93.52%

10. Our company has not made any public issue since incorporation.

11. The company has not issued any convertible instrument like warrants, debentures etc. since its
incorporation and there is no outstanding convertible instrument as on the date of filling of Red
Herring Prospectus.

12. There will be no further issue of capital, whether by way of issue of bonus shares, preferential
allotment, right issue or in any other manner during the period commencing from the date of the
Red Herring Prospectus until the Equity Shares of our Company have been listed.

13. Our Company does not intend to alter its capital structure by way of split/ consolidation of the
denomination of Equity Shares or issue of equity shares on a preferential basis or issue of bonus
or rights or further public issue of equity shares within a period of six months from the date of
opening of the Issue. However, our company may further issue equity shares (including issue of
securities convertible to equity shares) whether preferential or otherwise after the date of the
listing of the equity shares to finance an acquisition, merger or joint venture or for regulatory
compliance or such other scheme of arrangement or any other purpose, as the Board of Directors
may deem fit, if an opportunity of such nature is determined by the Board of Directors to be in
the interest of our Company.

14. Details of Shareholding of our Promoters and members of the Promoter Group in our Company

As on the date of this Red Herring Prospectus, our promoters, Rajeev Goenka, Poonam Goenka
and Purv Logistics Private Limited hold 25,36,970 Equity Shares, 16,09,080 Equity Shares and
93,42,500 Equity Shares respectively, equivalent to 16.56%, 10.50% and 60.99%, respectively, of
the Equity Share capital of our Company on a fully diluted basis. For further details, see the chapter
titled “Our Promoters and Promoter Group” beginning on page 225. All the Equity Shares held by
our Promoters were fully paid-up on the respective dates of allotment / acquisition of such Equity
Shares.

As on the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters
are pledged.

a) Equity Shareholding of the Promoters and Promoter Group:

The details of the holding of securities (including shares, warrants, convertible securities) of
persons belonging to the category “Promoter and Promoter Group” are as under: -

Page 103 of 472

 Pre – Issue Post – Issue
S.
Name of the Shareholder No. of Equity % of Pre- Issue No. of Equity % of Post-
No.
Shares Capital Shares Issue Capital
(I) (II) (III) (IV) (V) (VI)
A) Promoter
1 Rajeev Goenka 25,36,970 16.56% [●] [●]
2 Poonam Goenka 16,09,080 10.50% [●] [●]
3 Purv Logistics Private Limited 93,42,500 60.99% [●] [●]
Sub Total (A) 1,34,88,550 88.05% [●] [●]
B) Promoter Group
1 Sajan Kumar Rajeev Kumar HUF 3,77,500 2.47% [●] [●]
2 Rajeev Kumar Goenka HUF 2,52,500 1.65% [●] [●]
3 Vanshay Goenka 100 0.00% [●] [●]
4 Unnat Goenka 100 0.00% [●] [●]
Sub Total (B) 6,30,200 4.11% [●] [●]
Total (A+B) 1,41,18,750 92.17% [●] [●]

b) The build-up of equity share holding of the promoters of our company are as follows:

Face Issue/
Date of Allotment and No. of value Consideration/ Pre-Issue Post-Issue
Nature of
made fully paid up/ Equity per Acquisition/ shareholding shareholding
Transaction
Transfer Shares Share Transfer price (%) (%)
(Rs.) (Rs.)
(A) RAJEEV GOENKA
On Incorporation 180 100.00 100.00 Subscription to MOA 0.00% [●]
April 09, 2007 (95) 100.00 10.00 Transfer (i) 0.00% [●]
March 31, 2008 95 100.00 10.00 Transfer(ii) 0.00%
March 31, 2009 5,040 100.00 10.00 Transfer(iii) 0.033% [●]
September 11, 2009 1,90,525 100.00 10.00 Transfer(iv) 1.25% [●]
January 25, 2010 100 100.00 10.00 Transfer(v) 0.00% [●]
Pursuant to Scheme
March 20, 2015 250 100.00 NA [●]
of Amalgamation(vi) 0.002%
March 02, 2018 54,160 100.00 207 Transfer(vii) 0.353% [●]
Pursuant to Scheme
December 28, 2019 3,442 100.00 NA 0.022% [●]
of Amalgamation(viii)
Total (A) 2,53,697 1.66% [●]
(B) POONAM GOENKA
On Incorporation 800 100.00 100.00 Subscription to MOA 0.005% [●]
June 26, 2008 15,000 100.00 20.00 Transfer (ix) 0.098% [●]
July 10, 2008 5,000 100.00 20.00 Transfer (x) 0.032% [●]
November 16, 2008 21,000 100.00 20.00 Transfer (xi) 0.138% [●]
September 11, 2009 1,00,000 100.00 10.00 Transfer (xii) 0.653% [●]
Pursuant to Scheme
March 20, 2015 250 100.00 NA 0.002% [●]
of Amalgamation(xiii)
Pursuant to Scheme
December 28, 2019 18,858 100.00 NA 0.123% [●]
of Amalgamation(xiv)
Total (B) 1,60,908 1.051% [●]
(C) PURV LOGISTICS PRIVATE LIMITED
Pursuant to Scheme 6.099%
March 20, 2015 9,34,250 100.00 NA [●]
of Amalgamation(xv)
Total (C) 9,34,250 6.099% [●]
TOTAL (A+B+C) 13,48,855 8.81% [●]

All the equity shares held by our promoters were fully paid-up on the respective dates of acquisition
of such equity shares.

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Notes:
(i) Details of 95 equity shares having a face value of Rs. 100/- each transferred by our promoter
Mr. Rajeev Goenka by way of transfer deed executed on April 09, 2007:

No. of Share
S. No. Date of Transfer Name of Transferee Name of Transferor
Transfer
1. April 09, 2007 Asha Devi Pareek 5 Rajeev Goenka
2. April 09, 2007 Ashok Kumar Khater 5 Rajeev Goenka
3. April 09, 2007 Dinesh Burma 5 Rajeev Goenka
4. April 09, 2007 Kiran Devi Baid 5 Rajeev Goenka
5. April 09, 2007 Maya Pareek 5 Rajeev Goenka
6. April 09, 2007 Naresh Kumar Choraria 5 Rajeev Goenka
7. April 09, 2007 Poonam Jha 5 Rajeev Goenka
8. April 09, 2007 Pramod Kumar Jain 5 Rajeev Goenka
9. April 09, 2007 Priyanka Sureka 5 Rajeev Goenka
10. April 09, 2007 Rabindra Sah 5 Rajeev Goenka
11. April 09, 2007 Ramesh Kumar Somani 5 Rajeev Goenka
12. April 09, 2007 Ravindra Kumar Sekhani 5 Rajeev Goenka
13. April 09, 2007 Sampat Mal Bengani 5 Rajeev Goenka
14. April 09, 2007 Saroj Devi Tulsyan 5 Rajeev Goenka
15. April 09, 2007 Sarita Jain 5 Rajeev Goenka
16. April 09, 2007 Saroj Pareek 5 Rajeev Goenka
17. April 09, 2007 Sushil Kumar Surana (HUF) 5 Rajeev Goenka
18. April 09, 2007 Tara Jain 5 Rajeev Goenka
19. April 09, 2007 Udheshwar Singh 5 Rajeev Goenka

(ii) Details of 95 equity shares having face value of Rs. 100/- each acquired by our promoter Mr.
Rajeev Goenka by way of transfer deed executed on March 31, 2008:

No. of Share
S. No. Date of Transfer Name of Transferee Name of Transferor
Transfer
1. March 31, 2008 Rajeev Goenka 5 Asha Devi Pareek
2. March 31, 2008 Rajeev Goenka 5 Ashok Kumar Khater
3. March 31, 2008 Rajeev Goenka 5 Dinesh Burma
4. March 31, 2008 Rajeev Goenka 5 Kiran Devi Baid
5. March 31, 2008 Rajeev Goenka 5 Maya Pareek
6. March 31, 2008 Rajeev Goenka 5 Naresh Kumar Choraria
7. March 31, 2008 Rajeev Goenka 5 Poonam Jha
8. March 31, 2008 Rajeev Goenka 5 Pramod Kumar Jain
9. March 31, 2008 Rajeev Goenka 5 Priyanka Sureka
10. March 31, 2008 Rajeev Goenka 5 Rabindra Sah
11. March 31, 2008 Rajeev Goenka 5 Ramesh Kumar Somani
12. March 31, 2008 Rajeev Goenka 5 Ravindra Kumar Sekhani
13. March 31, 2008 Rajeev Goenka 5 Sampat Mal Bengani
14. March 31, 2008 Rajeev Goenka 5 Saroj Devi Tulsyan
15. March 31, 2008 Rajeev Goenka 5 Sarita Jain
16. March 31, 2008 Rajeev Goenka 5 Saroj Pareek
17. March 31, 2008 Rajeev Goenka 5 Sushil Kumar Surana (HUF)
18. March 31, 2008 Rajeev Goenka 5 Tara Jain
19. March 31, 2008 Rajeev Goenka 5 Udheshwar Singh

(iii) Details of 5,040 equity shares having a face value of Rs. 100/- each acquired by our promoter
Mr. Rajeev Goenka by way of transfer deed executed on March 31, 2009:

S. No. Date of Transfer Name of Transferee No. of Share Transfer Name of Transferor
1. March 31, 2009 Rajeev Goenka 5,000 Rimjhim Tradelink Private Limited
2. March 31, 2009 Rajeev Goenka 10 Asha Devi Pareek

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 S. No. Date of Transfer Name of Transferee No. of Share Transfer Name of Transferor
3. March 31, 2009 Rajeev Goenka 10 Maya Pareek
4. March 31, 2009 Rajeev Goenka 10 Raj Kumar Gupta
5. March 31, 2009 Rajeev Goenka 10 Saroj Pareek

(iv) Details of 1,90,525 equity shares having a face value of Rs. 100/- each acquired by our
promoter Mr. Rajeev Goenka by way of transfer deed executed on September 11, 2009:

Name of
S. No. Date of Transfer No. of Share Transfer Name of Transferor
Transferee
1. September 11, 2009 Rajeev Goenka 2,500 Bal Gopal Barter Private Limited
2. September 11, 2009 Rajeev Goenka 10,000 Minu Financial Services Private Limited
3. September 11, 2009 Rajeev Goenka 22,500 HKB Commercial Private Limited
4. September 11, 2009 Rajeev Goenka 35,000 Garima Suppliers Private Limited
5. September 11, 2009 Rajeev Goenka 5,000 Bhawani Vanijya Private Limited
6. September 11, 2009 Rajeev Goenka 10,000 Gulmohar Sales Private Limited
7. September 11, 2009 Rajeev Goenka 7,500 Sidh Financial Services Private Limited
8. September 11, 2009 Rajeev Goenka 12,500 Mideast Vyapaar Private Limited
9. September 11, 2009 Rajeev Goenka 10,000 Nilkanth Investment Private Limited
10. September 11, 2009 Rajeev Goenka 5,000 Prabhu Fiscal Private Limited
11. September 11, 2009 Rajeev Goenka 12,500 B.B. Agencies Private Limited
12. September 11, 2009 Rajeev Goenka 5,000 Dharmraj Fincon Private Limited
13. September 11, 2009 Rajeev Goenka 7,500 Basuki Credit & Finvestment Private
Limited
14. September 11, 2009 Rajeev Goenka 5,000 Parrot Agencies & Credit Private
Limited
15. September 11, 2009 Rajeev Goenka 5,000 Morgan Advisory Services Ltd.
16. September 11, 2009 Rajeev Goenka 5,000 Samriddhi Tradelink Private Limited
17. September 11, 2009 Rajeev Goenka 11,500 Rameswaram Fiscal Private Limited
18. September 11, 2009 Rajeev Goenka 20,150 Waltz Mercantiles Private Limited
19. September 11, 2009 Rajeev Goenka 3,875 Vishal Joy Vinimay Private Limited

(v) Details of 100 equity shares having a face value of Rs. 100/- each acquired by our promoter
Mr. Rajeev Goenka by way of transfer deed executed on January 25, 2010:

S. No. Date of Transfer Name of Transferee No. of Share Transfer Name of Transferor
1. January 25, 2010 Rajeev Goenka 100 Sajan Kumar Agarwala

(vi) Details of 250 equity shares having face value of Rs. 100/- each acquired by our promoter
Mr. Rajeev Goenka by way of Scheme of Amalgamation of Pushpanjali Tradelink Private
Limited with our company in accordance with the High Court order dated July 08, 2014. For
further details, see the chapter titled “History and Certain other Corporate Matters”
beginning on page 198.

(vii) Details of 54,160 equity share having face value of Rs. 100/- each acquired by our promoter
Mr. Rajeev Goenka by way of transfer deed executed on March 02, 2018:

S. No. Date of Transfer Name of Transferee No. of Share Transfer Name of Transferor
1. March 02, 2018 Rajeev Goenka 54,000 Sajan Kumar Agarwala
2. March 02, 2018 Rajeev Goenka 10 Ashok Kumar Khater
3. March 02, 2018 Rajeev Goenka 10 Kiran Devi Baid
4. March 02, 2018 Rajeev Goenka 10 Poonam Jha
5. March 02, 2018 Rajeev Goenka 10 Pramod Kumar Jain
6. March 02, 2018 Rajeev Goenka 10 Sampat Mal Bengani
7. March 02, 2018 Rajeev Goenka 10 Ravindra Kumar Sekhani
8. March 02, 2018 Rajeev Goenka 10 Sarita Jain
9. March 02, 2018 Rajeev Goenka 10 Tara Jain

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 S. No. Date of Transfer Name of Transferee No. of Share Transfer Name of Transferor
10. March 02, 2018 Rajeev Goenka 10 Dinesh Burma
11. March 02, 2018 Rajeev Goenka 10 Ravindra Sah
12. March 02, 2018 Rajeev Goenka 10 Dilip Kumar Kothari
13. March 02, 2018 Rajeev Goenka 05 Kanupriya Surekha
14. March 02, 2018 Rajeev Goenka 10 Naresh Kumar Choraria
15. March 02, 2018 Rajeev Goenka 10 Ramesh Kumar Somani
16. March 02, 2018 Rajeev Goenka 10 Sushil Kumar Tulsyan
17. March 02, 2018 Rajeev Goenka 10 Udeshwar Singh
18. March 02, 2018 Rajeev Goenka 05 Veenita Jalan

(viii) Details of 3,442 equity shares having face value of Rs. 100/- each acquired by our promoter
Mr. Rajeev Goenka by way of Scheme of Amalgamation of three companies namely
Aryadeep Construction Private Limited, Gajgamini Distributors Private Limited and
Vidyalaxmi Vincon Private Limited with our company in accordance with the order of NCLT
dated May 30, 2019. For further details, see the chapter titled “History and Certain other
Corporate Matters” beginning on page 198.

(ix) Details of 15,000 equity shares having face value of Rs. 100/- each transferred to our
promoter Mrs. Poonam Goenka by way of transfer deed executed on June 26, 2008:

S. No. Date of Transfer Name of Transferee No. of Share Transfer Name of Transferor
1. June 26, 2008 Poonam Goenka 5,000 Singhal Vyapar Pvt. Ltd.
2. June 26, 2008 Poonam Goenka 5,000 Shree Pitarjee Fincom Pvt. Ltd.
3. June 26, 2008 Poonam Goenka 5,000 Choudhary Management Pvt. Ltd.

(x) Details of 5,000 equity shares having face value of Rs. 100/- each transferred to our promoter
Mrs. Poonam Goenka by way of transfer deed executed on July 10, 2008:

S. Date of Transfer Name of Transferee No. of Share Transfer Name of Transferor

No.
1. July 10, 2008 Poonam Goenka 5,000 Mahasakti Vyapar Pvt. Ltd.

(xi) Details of 21,000 equity shares having face value of Rs. 100/- each transferred to our
promoter Mrs. Poonam Goenka by way of transfer deed executed on November 16, 2008:

S. No. Date of Transfer Name of Transferee No. of Share Transfer Name of Transferor
1. November 16, 2008 Poonam Goenka 2,500 Garima Suppliers Pvt. Ltd.
2. November 16, 2008 Poonam Goenka 2,500 Sunflag Viniyog Pvt. Ltd.
3. November 16, 2008 Poonam Goenka 3,500 Minu Financial Services Pvt. Ltd.
4. November 16, 2008 Poonam Goenka 2,500 Priya Nivesh Pvt. Ltd.
5. November 16, 2008 Poonam Goenka 5,000 Basuki Credit & Finvest Pvt. Ltd.
6. November 16, 2008 Poonam Goenka 2,500 Nilkanth Investments Pvt. Ltd.
7. November 16, 2008 Poonam Goenka 2,500 Dharmraj Fincon Pvt. Ltd.

(xii) Details of 1,00,000 equity shares having a face value of Rs. 100/- each transferred to our
promoter Mrs. Poonam Goenka by way of transfer deed executed on September 11, 2009:

S. No. Date of Transfer Name of Transferee No. of Share Name of Transferor

Transfer
1. September 11, 2009 Poonam Goenka 5,000 Sunflag Vinimay Pvt. Ltd.
2. September 11, 2009 Poonam Goenka 5,000 Pee Dee Viniyog Pvt. Ltd.
3. September 11, 2009 Poonam Goenka 8,000 Winsome Vanijya Pvt. Ltd.
4. September 11, 2009 Poonam Goenka 15,500 Sunlight Tradelink Pvt. Ltd.
5. September 11, 2009 Poonam Goenka 21,500 Subhshree Vyapaar Pvt Ltd
6. September 11, 2009 Poonam Goenka 5,000 Samriddhi Tradelink Pvt. Ltd.

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 S. No. Date of Transfer Name of Transferee No. of Share Name of Transferor
Transfer
7. September 11, 2009 Poonam Goenka 5,000 Vaibhav Vinimay Pvt. Ltd.
8. September 11, 2009 Poonam Goenka 10,000 Utility Distributors Pvt. Ltd.
9. September 11, 2009 Poonam Goenka Viable Finance & Housing Pvt.
5,000
Ltd.
10. September 11, 2009 Poonam Goenka 20,000 Vishal Joy Viniyog Pvt. Ltd.

(xiii) Details of 250 equity shares having face value of Rs. 100/- each acquired by our promoter
Mrs. Poonam Goenka by way of Scheme of Amalgamation of Pushpanjali Tradelink Private
Limited with our company in accordance with the High Court order dated July 08, 2014. For
further details, see the chapter titled “History and Certain other Corporate Matters”
beginning on page 198.

(xiv) Details of 18,858 equity shares having face value of Rs. 100/- each acquired by our promoter
Mrs. Poonam Goenka by way of Scheme of Amalgamation of three companies namely
Aryadeep Construction Private Limited, Gajgamini Distributors Private Limited and
Vidyalaxmi Vincon Private Limited with our company in accordance with the order of NCLT
dated May 30, 2019. For further details, see the chapter titled “History and Certain other
Corporate Matters” beginning on page 198.

(xv) Details of 9,34,250 Equity Shares having face value of Rs. 100/- each acquired by our
corporate promoter M/s Purv Logistics Private Limited by way of Scheme of Amalgamation
of three companies namely Aryadeep Construction Private Limited, Gajgamini distributors
Private Limited and Vidyalaxmi Vincon Private Limited with our company in accordance with
the order of NCLT dated May 30, 2019. For further details, see the chapter titled “History
and Certain other Corporate Matters” beginning on page 198.

15. We have 48 (Forty-Eight) shareholders as on the date of filing of the Red Herring Prospectus.

16. Aggregate shareholding of the promoter group and directors of the promoters where the
promoter is a body corporate:

As on the date of this Red Herring Prospectus, our promoter group holds 6,30,200 equity shares
in our company. Further, the individual promoters of our Company, Mr. Rajeev Goenka and Mrs.
Poonam Goenka, who are also the directors of our corporate Promoter i.e., Purv Logistics Private
Limited, holds 25,36,970 (16.56%) and 16,09,080 (10.50%), respectively Equity Shares in our
Company.

17. None of the members of the promoter’s group, our promoters, the directors of our company and
the relatives have purchased or sold equity shares during the period of six months immediately
preceding date of filing of this Red Herring Prospectus.

18. None of the persons/entities comprising our Promoter Group, the directors of the company which
is a promoter of our company, directors of our company and their relatives have financed the
purchase by any other person of securities of our Company other than in the normal course of the
business of any such entity/ individual or otherwise during the period of six months immediately
preceding the date of filing of this Red Herring Prospectus.

19. Details of Promoter’s contribution and lock-in

Pursuant to Regulation 236 and 238 of SEBI (ICDR) Regulations, an aggregate of 20% of the post-
issue capital held by our Promoter shall be considered as Promoters’ Contribution (“Promoters

Page 108 of 472

 Contribution”) and locked-in for a period of three years from the date of allotment of equity
shares issued pursuant to this issue. The lock-in of the Promoters’ Contribution would be created
as per applicable law and procedure and details of the same shall also be provided to the Stock
Exchange before listing of the Equity Shares.

Our Promoters shall give a written consent to include such number of Equity Shares held by them
and subscribed by them as a part of Promoters’ Contribution constituting [●] of the post issue
Equity Shares of our Company and have agreed not to sell or transfer or pledge or otherwise
dispose of in any manner, the Promoters Contribution, for a period of Three years from the date
of allotment in the Issue.
Date of Allotment and
No. of Shares Allotted / Face Issue Nature of % of Post Issue Lock in
made fully paid up /
Transferred Value Price Allotment shareholding Period
Transfer
(A) RAJEEV GOENKA
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
Total (A) [●] [●] [●] [●] [●] [●]
(B) POONAM GOENKA
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
Total (B) [●] [●] [●] [●] [●] [●]
(C) PURV LOGISTICS PRIVATE LIMITED
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●]
Total (C) [●] [●] [●] [●] [●] [●]
TOTAL (A+B+C) [●] [●] [●] [●] [●] [●]
The above table will be updated in the Prospectus proposed to be filed with Registrar of the Companies (“ROC”) by the
company.

Our Promoters have confirmed to our company and the Book Running Lead Manager that the
acquisition of equity shares held by our promoters has been financed form their internal accruals
and no loans or financial assistance from any banks or financial institutions have been availed of
by them for this purpose.

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. The Equity Shares that are being locked in are not ineligible for computation of
Promoters’ contribution in terms of Regulation 237 of the SEBI ICDR Regulations. In connection,
we confirm the following: -

a) The Equity Shares issued for minimum 20% Promoters’ contribution have not been acquired
in the three years preceding the date of this Red Herring Prospectus for consideration other
than cash and revaluation of assets or capitalization of intangible assets nor resulted from a
bonus issue out of the revaluation reserves or unrealized profits of the Company or against
Equity Shares which are otherwise ineligible for computation of Promoters’ contribution;

b) The minimum Promoters’ contribution does not include Equity Shares acquired during the one
year preceding the date of this Red Herring Prospectus at a price lower than the Issue Price;

c) Our Company has not been formed by the conversion of a partnership firm into a Company
and thus, no Equity Shares have been issued to our Promoters upon conversion of a
partnership firm;

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 d) The Equity Shares held by the Promoters and issued for minimum Promoters’ contribution are
not subject to any pledge;

e) All the Equity Shares of our Company held by the Promoter are held in dematerialized form
prior to filing of this Red Herring Prospectus; and

f) The Equity Shares issued for Promoters’ contribution do not consist of Equity Shares for which
specific written consent has not been obtained from the Promoters for inclusion of its
subscription in the Promoters’ contribution subject to lock-in;

20. Details of Share Capital of the Promoters Lock in for one year.

In addition to 20% of the post issue capital of our company held by the Promoters, which will be
locked-in for three years, the balance [●] Equity Shares held by Promoters shall be locked in for
a period of one year from the date of allotment in the Initial Public Issue as provided in clause (b)
of Regulation 238 of the SEBI (ICDR) Regulations, 2018.

21. Lock in of Equity Shares held by Persons other than the Promoters:

In terms of Regulation 239 of the SEBI (ICDR) Regulations, 2018, the entire pre-issue capital held
by the Persons other than the Promoters shall be locked in for a period of one year from the date
of allotment in the Initial Public Issue. Accordingly, [●] Equity shares held by the Persons other
than the Promoters shall be locked in for a period of one year from the date of allotment in the
Initial Public Issue.

22. Inscription or recording of non-transferability:

In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms that
certificates of Equity Shares which are subject to lock in shall contain the inscription “Non-
Transferable” and specify the lock-in period and in case such equity shares are dematerialized,
the Company shall ensure that the lock in is recorded by the depository.

23. Pledge of Locked in Equity Shares:

In terms of Regulation 242 of the SEBI (ICDR) Regulations, 2018, the Equity Shares held by our
Promoters and locked in may be pledged as a collateral security for a loan granted by a scheduled
commercial bank or public financial institution or a systemically important non-banking finance
company or housing finance company, subject to following.

➢ In the case of Minimum Promoters’ Contribution, the loan has been granted to the issuer
company or its subsidiary(ies)for the purpose of financing one or more of the Objects of the
Issue and pledge of equity shares is one of the terms of sanction of the loan.

➢ In the case of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution,
the pledge of equity shares is one of the terms of sanction of the loan.

However, lock in shall continue pursuant to the invocation of the pledge and such transferee shall
not be eligible to transfer the equity shares till the lock in period stipulated has expired.

24. Transferability of Locked in Equity Shares:

In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 as applicable.

Page 110 of 472

 ➢ The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR)
Regulations, 2018 may be transferred to another Promoter or any person of the Promoters’
Group or to a new promoter(s) or persons in control of our Company, subject to continuation
of lock-in for the remaining period with transferee and such transferee shall not be eligible to
transfer them till the lock-in period stipulated has expired.

➢ The equity shares held by persons other than promoters and locked in as per Regulation 239
of the SEBI (ICDR) Regulations, 2018 may be transferred to any other person (including
Promoter and Promoters’ Group) holding the equity shares which are locked-in along with the
equity shares proposed to be transferred, subject to continuation of lock-in for the remaining
period with transferee and such transferee shall not be eligible to transfer them till the lock-
in period stipulated has expired.

We further confirm that our Promoters contribution of 20% of the post issue equity share capital
does not include any contribution from Alternative Investment Fund, Foreign Venture Capital
Investors, Scheduled Commercial Banks, Public Financial Institutions or Insurance Companies
registered under IRDA.

25. Our Company, our Directors and the BRLM has not entered into any buy back arrangements for
the purchase of Equity Shares being issued through the Issue from any person.

26. As on date of the Red Herring Prospectus, all the equity shares of our company are fully paid-up.
Further, since the entire Issue price in respect of the Issue is payable on application, all the
successful applicants will be issued fully paid-up equity shares.

27. Neither the BRLM, nor their associates hold any Equity Shares of our Company as on the date of
the Red Herring Prospectus.

28. There are no safety net arrangements for this public issue.

29. As per RBI regulations, OCBs are not allowed to participate in this issue.

30. Our Company has not raised any bridge loan against the proceeds of this issue. However,
depending on business requirements, we may consider raising bridge financing facilities, pending
receipt of the Net Proceeds.

31. There are no Equity Shares against which depository receipts have been issued.

32. Our Company undertakes that at any given time, there shall be only one denomination for our
Equity Shares, unless otherwise permitted by law.

33. We shall ensure that transactions in Equity Shares by the Promoter and members of the Promoter
Group, if any, between the date of filing the Draft Red Herring Prospectus and the Issue Closing
Date shall be reported to the Stock Exchanges within 24 hours of such transactions being
completed.

34. An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding
off to the nearest multiple of minimum allotment lot, while finalizing the Basis of Allotment.
Consequently, the actual Allotment may go up by a maximum of 10% of the Issue, as a result of
which, the post-Issue paid up capital after the Issue would also increase by the excess amount of
Allotment so made. In such an event, the Equity Shares held by our Promoters and subject to lock-
in shall be suitably increased; so as to ensure that a minimum of 20% of the post Issue paid-up
capital is locked in.

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35. As on date of this Red Herring Prospectus there are no outstanding warrants, options or rights to
convert debentures loans or other financial instruments into our Equity Shares.

36. A Bidder cannot make a Bid for more than the number of Equity Shares being issued through this
Issue, subject to the maximum limit of investment prescribed under relevant laws applicable to
each category of investors.

37. No incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise shall be offered by any person connected with the distribution of the issue to any
person for making an application in the Initial Public Issue, except for fees or commission for
services rendered in relation to the Issue.

38. Our Promoters and the members of our Promoters’ Group will not participate in this Issue.

39. None of our Directors or Key Managerial Personnel holds Equity Shares in our Company, except
as stated in the chapter titled “Our Management” beginning on page 208.

Page 112 of 472

 OBJECTS OF THE ISSUE

The Issue comprises of fresh Issue of Equity Shares by our Company.

APPRAISING AGENCY

None of the objects of the Issue for which the Net Proceeds will be utilized have been appraised by
any external agency or any bank/financial institution.

REQUIREMENTS OF THE FUNDS

Our Company proposes to utilize the Net Proceeds of the Fresh Issue towards funding the following
objects:

• Repayment of certain existing fund-based borrowings in full or in part availed by our company
from scheduled commercial banks.

• Funding working capital requirements of our Company; and

• General corporate purposes.

(Hereinafter collectively referred to as the “Objects”)

The main objects clause and the objects ancillary to the main objects clause of our Memorandum of
Association enables us to (i) to undertake our existing business activities and (ii) to undertake the
activities proposed to be funded from the Net Proceeds. Further, our company expects to receive the
benefits of the listing of Equity Shares on the Stock Exchanges, including enhancing our visibility and
our brand image among our existing and potential customers.

ISSUE PROCEEDS

The details of the Issue Proceeds are summarized in the table below:
(Rs. in Lakhs)
S. No Particulars Amount (1)
1 Gross Proceeds from the Issue (2) [●]
2 Less: Issue related expenses [●]
Net Proceeds of the Issue to the Company [●]
(1) To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(2) Our company in consultation with the BRLM, has undertaken a Pre-IPO Placement of 12,00,000 Equity Shares for an
aggregate amount of ₹ 852 Lakhs.

PROPOSED UTILISATION AND SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF FUNDS

Our Board, in its meeting dated September 29, 2023, approved the utilization of the Net Proceeds
towards (i) Repayment of certain existing fund-based borrowings in full or in part availed by our
company from scheduled commercial banks; (ii) funding working capital requirements of our
company; (iii) general corporate purposes.

Our company proposes to deploy Net Proceeds for the aforesaid purposes in accordance with the
estimated schedule of implementation and deployment of funds set forth in the table below:
(Rs. in Lakh)
Amount proposed to Estimated deployment in
S.
Particulars be funded from the FY 2024-25
No. FY 2023-24
Net Proceeds (1)(3)
1 Repayment of existing borrowings availed by our 1,987.23 1,987.23 0.00

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 Amount proposed to Estimated deployment in
S.
Particulars be funded from the FY 2024-25
No. FY 2023-24
Net Proceeds (1)(3)
company from scheduled commercial banks.
2 Funding the working capital requirement of our
2,000.00 1,600.00 400.00
Company
3 General corporate purposes (2) [●] [●] [●]
Total [●] [●] [●]
(1) Tobe finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(2)The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
(3) Our company in consultation with the BRLM, has undertaken a Pre-IPO Placement of 12,00,000 Equity Shares for an

aggregate amount of ₹ 852 Lakhs.

As indicated above, our Company proposes to deploy the entire Net Proceeds (Including General
Corporate Purposes) towards the objects as described above during FY 2023-24 and 2024-25.
However, if the Net Proceeds are not completely utilized for the objects stated above in FY 2023-24
and 2024-25 due to factors such as (i) economic and business conditions; (ii) increased competition;
(iii) market conditions outside the control of our Company and its management; and (iv) other
commercial considerations such as availability of alternate financial resources, the same would be
utilised (in part or full) in a subsequent period as may be determined by our Company in accordance
with applicable law. Our Company may, however, propose to utilize the proceeds prior to the specific
dates mentioned in the schedule of deployment, in accordance with the requirements of our Company.
Any such change in our plans may require rescheduling of our expenditure programs and increasing or
decreasing expenditure for a particular object vis-à-vis the utilization of Net Proceeds.

MEANS OF FINANCE

We intend to finance our objects of the issue, through net issue proceeds which are as follows:
(Rs. in Lakhs)
S. Amount
Purpose Net worth IPO Proceeds
No. Required
1 Repayment of existing borrowings availed by our company
1987.23 - 1987.23
from scheduled commercial banks.
2 Funding the working Capital Requirements 2000.00 - 2000.00
3 General corporate purposes* [●] - [●]
*To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.

Accordingly, we confirm that we are in compliance with the requirement to make the firm
arrangements of finance under Regulation 230(1)(e) of the SEBI (ICDR) Regulations and clause 9(C) of
Part A Schedule VI of the SEBI ICDR Regulations (Which require firm arrangement of finance through
verifiable means for 75% of stated means of finance, excluding the issue proceeds and existing
identifiable internal accruals).

Our fund requirements and deployment of the Net Proceeds with regard to the aforesaid objects are
based on internal management estimates and on current market conditions and have not been
appraised by any external agency or bank or financial institution or other independent agency. They
are based on current conditions of our business which are subject to change in the future. Our
Company operates in a highly competitive and dynamic industry and may have to revise our estimates
from time to time on account of changes in external circumstances or costs, or changes in other
financial conditions, business or strategy. Our historical funding requirements may not be reflective of
our future funding plans. In case of variations in the actual utilization of funds earmarked for the
purposes set forth above, increased fund requirements may be financed through our net worth and/or
incremental debt, as required. If the actual utilization towards any of the objects is lower than the
proposed deployment, such balance will be used for future growth opportunities including funding
existing objects, if required, and general corporate purposes, to the extent that the total amount to be

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utilized towards the general corporate purposes will not exceed 25% of the Gross Proceeds in
compliance with the SEBI ICDR Regulations. We confirm that there is no requirement for us to make
firm arrangements of finance through verifiable means towards at least 75% of the stated means of
finance, in addition to the Net Proceeds.

DETAILS OF THE OBJECTS OF THE ISSUE

The details in relation to the objects of the Issue are set forth herein below.

1. Repayment of certain existing fund-based borrowings in full or in part availed by our company
from scheduled commercial banks.

Our Company proposes to utilise an estimated amount of up to Rs. 1987.23 lakhs from the Net
Proceeds towards repayment of certain existing fund-based borrowings, in full or in partial manner,
availed by our company from scheduled commercial banks.

Total Fund-based secured and unsecured borrowings availed by our company are set forth in table
below:
(Rs. in Lakhs)
S. Name of the Date of Nature of Interest Amount O/s as on Repayment Purpose of loan
No. lender sanction Loan Rate p.a. sanctioned 31.01.2024 schedule/Tenor
A) Fund Based Secured Borrowings
For purchase of
goods from
Bank of Chanel
1 24.08.2023 9.15% 3700.00 3645.40 On Demand Indian Oil
Baroda $ Finance
Corporation
Limited only.
To meet the
HDFC Bank
2 04.01.2023 Cash Credit 9.36% 1010.00 881.96 On Demand working capital
Ltd
requirements
For purchase of
Chanel
3 Yes Bank Ltd 06.10.2023 9.15% 1000.00 441.27 On Demand goods from SRF
Finance
Limited only.
36 Monthly EMI To meet the
HDFC Bank ECLGS Term
4 9.25% 152.00 42.84 post one-year working capital
Ltd 24.09.2020 Loan
moratorium requirements.
36 Monthly EMI To meet the
HDFC Bank ECLGS-2
5 11.01.2022 9.25% 142.00 142.00 post two-year working capital
Ltd Term Loan
moratorium requirements.
To meet the
Bank Of ECLGS Term
6 06.07.2022 9.25% 186.00 179.77 48 Months working capital
Baroda @ Loan
requirements
36 Monthly EMI To meet the
Bank Of ECLGS term
7 06.07.2022 7.50% 365.00 49.28 post one-year working capital
Baroda ## Loan
moratorium requirements
Auto Loan for
HDFC Bank
8 19.07.2021 Auto Loan 7.40% 20.66 3.77 36 Months acquiring
Ltd
Fortuner Car
To meet the
ICICI Bank Loan against
9 28.01.2019 9.15% 670.00 664.70 180 Months working capital
Ltd property
requirements
Grand Total (A) 7,245.66 6050.99
B) Fund Based Unsecured Borrowings
Bachhuka For Meeting
Unsecured
1 Trading Pvt NA 12.00% 25.00 25.00 On demand working Capital
Loan
Ltd Requirements
Bhansali
For Meeting
Fincom Unsecured
2 NA 10.00% 200.00 200.00 On demand working Capital
Private Loan
Requirements
Limited

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 S. Name of the Date of Nature of Interest Amount O/s as on Repayment Purpose of loan
No. lender sanction Loan Rate p.a. sanctioned 31.01.2024 schedule/Tenor
Pleasant For Meeting
Unsecured
3 Niryat NA 12.50% 50.00 50.00 On demand working Capital
Loan
Private Ltd Requirements
Puneet For Meeting
Unsecured
4 Emporium NA 12.50% 50.00 50.00 On demand working Capital
Loan
Private Ltd Requirements
Starsons Tie For Meeting
Unsecured
5 Up Private NA 10.00% 25.00 25.00 On demand working Capital
Loan
Ltd Requirements
Tirupati For Meeting
Unsecured
6 Vancom Pvt NA 12.50% 50.00 50.00 On demand working Capital
Loan
Ltd Requirements
Mahavir For Meeting
Unsecured
7 Deal comm NA 12.00% 50.00 50.00 On dema45nd working Capital
Loan
Private Ltd Requirements
Ultra Marine For Meeting
Unsecured
8 Trackon NA 12.00% 50.00 50.00 On demand working Capital
Loan
Private Ltd Requirements
Gajraj
For Meeting
commotrade Unsecured
9 NA 12.50% 25.00 25.00 On demand working Capital
private Loan
Requirements
limited
Grand Total (B) 525.00 525.00
Grand Total (A+B) 7,770.66 6,575.99
#As Certified by our statutory auditor M/s Keyur Shah & Associates, pursuant to certificate dated February 05, 2024.

$ Channel Finance Limit sanctioned from Bank of Baroda is Rs. 4600 Lakhs. In the sanctioned limit there is sub limit of
Rs.1200 Lakhs for BG. Our company has availed both CC Limit and BG Limit, so allocated and outstanding of channel
finance is reported in fund-based borrowings and allocated and utilized BG Limit is reported in non-fund-based borrowings
@State Bank of India originally sanctioned ECLGS term loan of Rs. 1.86 Cr on December, 2021 wherein loan was to repaid in
36 monthly installment post two-year moratorium period. The said loan was taken over by Bank of Baroda on 06.07.2022 on
the same terms and conditions
##State Bank of India originally sanctioned ECLGS term loan of Rs.3.65 Cr on August 2020 wherein loan was to repaid in 36
monthly installment post one year of moratorium period. The said loan was taken over by Bank of Baroda on 06.07.2022 on
the same terms and conditions.

In this regard our company has obtained Consents letters in the form of No Objection Certificate
(“NOC”) from each of such scheduled commercial banks for the proposed IPO of our company in
the following manner:
S. No. Name of the Bank Date of Consent
1. Bank of Baroda September 14, 2023
2. Yes Bank Limited September 08, 2023
3. HDFC Bank Limited September 14, 2023
4. ICICI Bank Limited February 08, 2024

Our Company may repay or refinance part of its existing fund-based borrowings prior to allotment.
Accordingly, our Company may utilise the Net Proceeds for part or full repayment of any such
refinanced fund-based borrowings or additional borrowings obtained from scheduled commercial
banks. However, our Company confirms that the aggregate amount to be utilized from the Net
Proceeds towards repayment of its certain existing fund-based borrowings obtained from
scheduled commercial banks (including refinanced or additional borrowings availed, if any), in part
or full, would not exceed Rs. 1987.23 lakhs.

The repayment of existing borrowings availed by our company from scheduled commercial banks
will help in reducing our exiting borrowings and assisting us to reduce the debt equity ratio from
present levels and enable us in the utilization of our internal accruals for further investment in

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 business growth and expansion. Debt-Equity Ratio of our company and our listed peers is depicted
in the table below.
Debt-Equity Ratio
Name Of Company* For the period ended on
2022-2023 2021-2022 2020-2021
September 30th, 2023
Purv Flexipack Limited 1.84 1.62 1.23 1.20
Our company Listed Peers
Sah Polymers Limited 0.38 0.26 1.20 0.68

The details of borrowings proposed to be repaid are given as under:

(Rs. In Lakhs)
Amount O/s as on Amount
S. Name of the Date of Nature of Interest Repayment Prepayment
sanctione 31.01.202 Proposed to be Purpose of loan #
No. lender sanction Loan Rate p.a. schedule/Tenor Penalty
d 4 repaid
36 Monthly EMI To meet the
HDFC ECLGS
1 24.09.2020 9.25% 152.00 42.84 38.39 post one-year working capital NIL
Bank Ltd Term Loan
moratorium requirements.
36 Monthly EMI To meet the
HDFC ECLGS-2
2 11.01.2022 9.25% 142.00 142.00 142.00 post two-year working capital NIL
Bank Ltd Term Loan
moratorium requirements.
To meet the
Bank Of ECLGS
3 06.07.2022 9.25% 186.00 179.77 174.60 48 Months working capital NIL
Baroda Term Loan
requirements
36 Monthly EMI To meet the
Bank Of ECLGS term
4 06.07.2022 7.50% 365.00 49.28 39.24 post one-year working capital NIL
Baroda Loan
moratorium requirements
For purchase of
goods from
Bank of Chanel
5 24.08.2023 9.15% 3,700.00 3,645.40 1,093.00 On Demand Indian Oil NIL
Baroda$ Finance
Corporation
Limited only.
For purchase of
Yes Bank Chanel
6 20.10.2022 9.15% 1,000.00 441.27 500.00 On Demand goods from SRF
Ltd Finance
Limited only.
Grand Total 5,545.00 4,500.56 1,987.23
# M/s Keyur Shah & Associates, our Statutory Auditor, has certify the details of secured borrowings pursuant to their certificate
dated February 05, 2024.
$ Channel Finance Limit sanctioned from Bank of Baroda is Rs. 4,600 Lakhs. In the sanctioned limit there is sub limit of Rs.1,200
Lakhs for BG. Our company has availed both CC Limit and BG Limit, so outstanding of channel finance is reported in fund-based
borrowings and BG Limit is reported in non-fund-based borrowings

Our Statutory Auditor has confirmed that the borrowings set out in the table above have been
utilised for the purposes as stipulated in each of the relevant borrowing documents.

Borrowings structure of the company after repayment of bank borrowings in accordance with
objects of issue shall be as under:
(Rs. In Lakhs)
Outstanding balance
Outstanding balance
Details of Borrowings Type of Loan after proposed
as on 31.01.2024
repayment of loans
(A). Secured Fund based Borrowings
- HDFC Bank Limited CC Limit 881.96 881.96
- Bank Of Baroda Chanel Finance 3,645.40 2,552.40
- Yes Bank Limited Chanel Finance 441.27 Nil
- Bank Of Baroda ECGLS Term Loan 49.28 10.04
- Bank Of Baroda ECGLS Term Loan 179.77 5.17
- HDFC Bank Limited ECGLS Term Loan 42.84 4.45
- HDFC Bank Limited ECGLS Term Loan 142.00 Nil
- HDFC Bank Limited Auto Loan 3.77 3.77#
- ICICI Bank Limited Term Loan 664.70 664.70
Sub Total (A) 6,050.99 4,122.49
(B). Unsecured Borrowings

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 Outstanding balance
Outstanding balance
Details of Borrowings Type of Loan after proposed
as on 31.01.2024
repayment of loans
From Corporates
- Bachhuka Trading Pvt Ltd Unsecured Loan 25.00 25.00
- Bhansali Fincom Private Limited Unsecured Loan 200.00 200.00
- Pleasant Niryat Private Ltd Unsecured Loan 50.00 50.00
- Puneet Emporium Private Ltd Unsecured Loan 50.00 50.00
- Starsons Tie Up Private Ltd Unsecured Loan 25.00 25.00
- Tirupati Vancom Pvt Ltd Unsecured Loan 50.00 50.00
- Mahavir Deal comm Private Ltd Unsecured Loan 50.00 50.00
- Ultra Marine Trackon Private Ltd Unsecured Loan 50.00 50.00
- Gajraj commotrade private limited Unsecured Loan 25.00 25.00
Sub Total (B) 525.00 525.00
Grand Total 6,575.99 4,647.49
#The loans are in the nature of term loans in which monthly EMIs are paid, actual balance may differ due to repayments
done as per sanctioned Emi Schedule.

Our Company confirms that the Net Proceeds proposed to be utilized under this object, will not be
used for the purpose of repayment of loans primarily availed from our promoters, directors and/or
from any other Body Corporates.

The repayment of existing borrowings availed by our company from scheduled commercial banks
as set out above shall be based on various factors including; (i) any conditions attached to the loans
restricting our ability to pre-pay existing borrowings and time taken to fulfil such requirements or
obtain waivers for fulfilment of, such conditions; (ii) levy of any pre-payment penalties and the
quantum thereof; (iii) provisions of any law, rules, regulations and contracts governing such
borrowings; and (iv) other commercial considerations including, the interest rate on such
borrowings, the amount of the borrowing outstanding and the remaining tenor of the such
borrowing.

In case we are unable to raise the Issue Proceeds till the due date for repayment of above-
mentioned portion of the loan, the funds earmarked for such repayment may be utilized for
payment of future instalments of the above-mentioned loans and working capital facilities for an
amount not more than the amount mentioned above. For further details in relation to the terms
and conditions under the aforesaid loan agreement as well as restrictive covenants in relation to
thereof, see the section “Financial Indebtedness”, beginning on page 361. Our Company may also
avail further loans after the date of filing of this Red Herring Prospectus. Accordingly, we may utilise
the Net Proceeds towards repayment of such additional borrowings. However, the quantum of Net
Proceeds that will be utilized for repayment of loans shall not exceed Rs. 1987.23 lakhs.

2. Funding working capital requirements of our Company.

Our company proposes to utilize Rs. 2000 Lakhs towards funding its working capital requirement.

Our company is DCA and DOPW of Indian Oil Corporation Limited and dealer distributor of various
companies and also engaged in the trading of plastic-based products such as Biaxially Oriented
Polypropylene (BOPP) film, Polyester Films, Cast Polypropylene (CPP) films, Plastic granules, Inks,
Adhesives, Masterbatches, Ethyl Acedate, and Titanium Dioxide and require working capital on
large scale to fund our receivables and inventories. At Present, we fund our working capital
requirements in the ordinary course of our business from our internal accruals, net worth and
financing from various banks and financial institutions.

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 Our Company’s existing working capital requirement and funding on the basis of Restated Financial
Statements for the period ended on September 30, 2023 and for the fiscal year 2022-23, 2021-22
and 2020-21 are as stated below:
(Rs. in Lakhs)
S. Particulars September March 31, March 31, March 31,
No. 30, 2023 2023 2022 2021
A. Current Assets
1. Inventory
− Finished Goods 1,436.27 1,593.01 1,833.60 1,617.60
2. Trade Receivables 7,065.96 6,258.22 5,242.66 4,859.69
3. Other Financial and current assets 1,852.10 1,718.11 741.77 685.88
Total Current Assets 10,354.33 9,569.34 7,818.03 7,163.17

B. Current Liabilities
1. Trade payables 1,327.31 1,752.85 1,036.18 1,341.39
2. Advance from Customers 39.38 60.95 9.76 32.71
3. Other Financial and Current Liabilities 771.47 960.85 676.19 642.12
Total Current Liabilities 2,138.16 2,774.65 1,722.13 2,016.22

C. Working Capital Gap 8,216.17 6,794.69 6,095.90 5,146.95

D. Means of Finance
1. External Borrowings
− Working Capital Limits from Banks and 5,443.83 3,809.57 3,252.41 3,235.61
financial Institutions
2. Net worth / Internal Accruals 2,772.34 2,985.12 2,843.49 1,911.34
Pursuant to the certificate dated February 05, 2024, issued by our statutory auditor M/s. Keyur Shah &
Associates, Chartered Accountants.

Reasons for raising additional working capital

Our company is seizing an opportunity to import polymer of non-IOCL grades from countries like
Middle east, China, Singapore and USA. Our group companies are already importing these types of
polymers from abroad and consuming them in our subsidiary company and selling them in open
market. As per our management survey there is huge potential for these type of products in India and
our company plans to import them on large scale basis. At present prices of these type of polymers is
cheap in comparison to Indian manufactured polymers and our company wants to cash-in the
opportunity as we have established connects in the corporates and users using these polymers due
our experience in this line of trade for more than 30 years. Our company also plan to expand its
product range further and explore new avenues of growth i.e.

• Aluminum Foil of SRF which uses in the application in household foil, flexible packaging and
pharma sector
• Different chemical of Solvay which uses in the application in Binder, Adhesive, Paints, Solvent,
Floor Cleaning etc.

To fund the import of these non-IOCL grade polymers, we require substantial funds in addition to our
sanctioned working capital limits. At present, cost of these polymers is around 1,15,000 lac/per tonne
which includes custom duty and clearance charges. Price of these polymers is very volatile and keeps
on fluctuating as per international crude price. We plan to import around 1,100-1,300 tonne per month
and need fund to acquire them. Further with the additions of aluminum foil and chemical Solvay in our
products portfolio, our investment in inventories will increase.

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Basis of estimation of working capital requirement

On the basis of existing and estimated working capital requirement of our Company and assumptions
for such working capital requirements, our Board pursuant to its resolution dated September 28, 2023,
has approved the projected working capital requirements for FY 2023-24 and FY 2024-25 and the
proposed funding of such working capital requirements as set forth below:
(Rs. in Lakhs)
S. Particulars March 31, 2024 March 31, 2025
No. (Projected) (Projected)
A. Current Assets
1. Inventory
− Finished Goods 4775.00 7500.00
2. Trade Receivables 6125.00 8300.00
3. Other Financial and Current Assets 3039.34 1417.49
Total Current Assets 13939.34 17217.49

B. Current Liabilities
1. Trade payables 1800.00 2300.00
2. Advance from Customers 67.05 73.75
3. Other Financial and Current Liabilities 641.15 669.84
Total Current Liabilities 2508.20 3043.59

C. Working Capital Requirements 11431.14 14173.90

D. Funding Pattern
1. External Borrowings
− Working Capital Limits from Banks and financial Institutions 3910.00 3910.00
2. Net worth 5921.14 9863.90
3. IPO Proceeds 1600.00 400.00

Assumptions of Working Capital requirement

Holding levels and justifications for holding period levels on the basis of Restated Financial Statements.
(Approximate holding Period in months)
FY 2020-21 FY 2021-22 FY 2022-23 September 30,
FY 2023-24 FY 2024-25
Particulars (Actual (Actual (Actual 2023
(Estimated) (Projected)
Restated) Restated) Restated) (Actual Restated)
Current Assets:
Inventories: -
− Finished goods 2 1 1 2 3 3
Trade Receivables 6 4 5 7 3 3
Current Liabilities:
Trade payables 2 1 1 3 1 1
Net working Capital Cycle 6 4 5 9 5 5
*The holding period is taken on a rounded off month basis.

Justifications for Holding Period levels:

Justifications for holding period level mentioned in the table above are provided below:

Particulars Justification for Holding Levels

Finished Goods:
In FY 2020-21, 2021-22 and 2022-23 and for the period ended September 30, 2023, our
Company maintained finished goods inventory levels for 2 Months, 1 Month, 1 Month
Inventories:
and 2 months respectively. Historically, we have kept stock of finished goods between
1 Months to 2 Months according to the demand pattern of our products. With the
proposed imports of polymers on non-IOCL grade and maintaining our existing holding

Page 120 of 472

 Particulars Justification for Holding Levels
levels, we have estimated finished goods inventory months at levels of 3 Months for
the FY 2023-24 and 3 Months for FY 2024-25.
Trade receivables form major part of the working capital cycle of our company.
Historically they have typically ranged from 4 Months to 7 Months. We have estimated
Trade Receivables
the holding level for trade receivables as 3 Months in the fiscal year 2024 and fiscal year
2025 in line with industry trends and our past trends.
Our trade payables have a direct correlation to our business growth. Holding levels for
trade payables have ranged from 1 Month to 3 Months. Our Company will deploy major
IPO proceeds in payment of outstanding creditors and acquiring finished goods during
Trade Payables
a low credit period and hence assumed the holding level for trade payables as 1 Month
in the fiscal year 2024 and fiscal year 2025. This is expected to enable our Company to
get better terms from our vendors.
Other current assets are computed from the Restated Financial Information and
include, amongst others, balance with statutory authorities, cash and cash equivalents,
Other Current Assets
advances for supply of goods and other assets. Other current assets have been
maintained in line with the projected business activity for the forthcoming years.
Other current assets are computed from the Restated Financial Information and
include, amongst others, statutory dues, provision for taxation, advances from
Other Current Liabilities
customers/deposits from dealers and other liabilities. Other current liabilities have
been maintained in line with the projected business activity for the forthcoming years.

3. General corporate purposes

The Net Proceeds will first be utilized for the objects as set out above. Subject to this, our Company
intends to deploy any balance left out of the Net Proceeds, aggregating up to Rs. [●] Lakhs, towards
general corporate purposes and the business requirements of our Company, as approved by our
management, from time to time, subject to such utilization for general corporate purposes not
exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR Regulations.

In accordance with the policies set up by our Management, we have flexibility in applying the
remaining Net Proceeds, for general corporate purpose including but not restricted to the following:

• Strategic initiatives;
• brand building exercises;
• Funding growth opportunities and
• On – going general corporate exigencies, which the Company in the ordinary course of
business may not foresee or any other purposes as approved by our Board of Directors,
subject to compliance with the necessary provisions of the Companies Act.

We confirm that any issue related expenses shall not be considered as a part of general corporate
purpose. Further, we confirm that the amount for general corporate purpose, as mentioned in the
Red Herring Prospectus, shall not exceed 25% of the amount being raised by our company through
this issue, in compliance with SEBI ICDR Regulations.

The quantum of utilization of funds towards each of the above purposes will be determined by our
Board of Directors based on the permissible amount actually available under the head “General
Corporate Purposes” and the business requirements of our Company, from time to time. We, in
accordance with the policies of the Board, will have flexibility in utilizing the Net Proceeds for
general corporate purposes, as mentioned above.

ISSUE RELATED EXPENSES

The total expenses for this Issue are estimated to be approximately Rs. [●] Lakhs. The expenses for
this Issue include, among others, listing fees, fees payable to the BRLM, legal counsel, Registrar to the

Page 121 of 472

 Issue, Banker to the Issue, processing fee to the SCSBs for processing ASBA Forms submitted by ASBA
Bidders procured by the Syndicate and submitted to SCSBs, brokerage and selling commission payable
to the Syndicate, Registered Brokers, SCSBs, RTAs and CDPs, printing and stationery expenses,
advertising, marketing expenses and all other incidental and miscellaneous expenses for listing the
Equity Shares on the Stock Exchanges. and the breakup for the estimated Issue Expenses is as follows:
(Rs. in Lakhs)
Particulars Expenses* As % of total As % of Gross
expenses Issue size*
Fees payable to the Book Running Lead Managers (including
[●] [●] [●]
Underwriting commission)
Brokerage, selling commission and upload fees [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Fees payable to the Legal Advisors [●] [●] [●]
Fees payable to the Registrar to the Issue [●] [●] [●]
Fees payable to the to the regulators including Stock Exchanges [●] [●] [●]
Brokerage and selling commission payable to Syndicate2 [●] [●] [●]
Brokerage and selling commission payable to Registered Brokers3 [●] [●] [●]
Processing fees to SCSBs for ASBA Forms procured by the members
[●] [●] [●]
of the Syndicate or Registered Brokers and submitted with the SCSBs1
Printing and distribution of Issue stationary [●] [●] [●]
Others (Bankers to the Issue, auditor’s fees etc.)4 [●] [●] [●]
Total estimated Issue Expenses [●] [●] [●]
As on the date of the Red Herring Prospectus, the company has incurred Rs. 18.18 Lakhs towards issue expenses as certified by
the Statutory Auditor of our Company, M/s Keyur Shah & Associates., Chartered Accountants pursuant to their certificate dated
February 09, 2024.

*Exclusive of applicable taxes.

Issue expenses are estimates and are subject to change. Will be incorporated at the time of filing of
the Prospectus on determination of Issue Price.

(1) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and Non-
Institutional Bidders which are directly procured by the SCSBs, would be as follows:

Portion for Retail Individual Bidders 0.20% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.15% of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price

No additional processing fees shall be payable to the SCSBs on the applications directly procured by
them.

The Selling commission payable to the SCSBs will be determined on the basis of the bidding
terminal id ascaptured in the bid book of NSE.

ASBA Processing fees payable to the SCSBs of Rs. 10/- per valid application (plus applicable taxes) for
processing the Bid cum Application of Retail Individual Bidders, Eligible Employees and Non-
Institutional Bidders procured by the Syndicate Member/ Sub-Syndicate Members/ Registered Brokers
/ RTAs / CDPs and submitted to SCSBs for blocking.

In case the total Selling Commission and ASBA processing charges payable to SCSBs exceeds Rs. 3.50
Lakhs, the amount payable to SCSBs would be proportionately distributed based on the number of
valid applications such that the total ASBA processing charges payable does not exceed Rs. 3.50
Lakhs.

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i. For Syndicate (including their Sub-Syndicate Members), RTAs and CDPs

Brokerages, selling commission and processing/uploading charges on the portion for Retail
Individual Bidders(using the UPI mechanism) and Non-Institutional Bidders which are procuredby
members of Syndicate (including their Sub-Syndicate Members), RTAs and CDPs or for using 3-in-1
type accounts-linked online trading, demat and bank account provided by some of the brokers which
are members of Syndicate (including their Sub-Syndicate Members) would be as follows:

Portion for Retail Individual Bidders* 0.20% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the Amount Allotted* (plus applicable taxes)
*
Amount Allotted is the product of the number of Equity Shares Allotted and the Issue 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 payment of selling commission payable to the sub-brokers/ agents of Sub-Syndicate Members are
to be handled directly by the respective Sub-Syndicate Member.

The Selling commission payable to the RTAs and CDPs will be determined on the basis of the bidding
terminalid as captured in the bid book of NSE.

Uploading charges/ processing charges of Rs. 10/- valid application (plus applicable taxes) is
applicable only in case of Bid uploaded by the members of the Syndicate, RTAs and CDPs: for
applications made by Retail Individual Investors using the UPI Mechanism. In case the total processing
charges payable under this head exceeds Rs. 3.50 Lakhs, the amount payable would be
proportionately distributed based on the number of valid applications such that the total
processing charges payable does not exceed Rs. 3.50 Lakhs.)

Uploading charges/processing charges of Rs. 10/- valid applications (plus applicable taxes) are
applicable only in case of Bid uploaded by the members of the Syndicate, RTAs and CDPs: (a) for
applications made by Retail Individual Bidders using 3-in-1 type accounts and (b) for Non-Institutional
Bids using Syndicate ASBA mechanism / using 3-in-1 type accounts. (In case the total processing
charges payable under this head exceeds Rs. 3.50 Lakhs, the amount payable would be
proportionately distributed based on the number of valid applications such that the total processing
charges payable does not exceed Rs. 3.50 Lakhs.)

The Bidding/uploading charges payable to the Syndicate/ Sub-Syndicate Members, RTAs and CDPs
will be determined on the basis of the bidding terminal ID as captured in the bid book of NSE.

ii. For Registered Brokers:

Selling commission payable to the registered brokers on the portion for Retail Individual Bidders and
Non- Institutional Bidders which are directly procured by the Registered Brokers and submitted to
SCSB for processing would be as follows:

Portion for Retail Individual Bidders and Non- Rs. 10/- per valid application* (plus applicable
Institutional Bidders taxes)

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iii. For Sponsor Bank:

Processing fees for applications made by Retail Individual Bidders using the UPI mechanism will be Rs.
6 per valid Bid cum Application Form* (plus applicable taxes). In case the total charges payable under
this head exceeds Rs. 20 Lakhs, the amount payable would be proportionately distributed based on
the number of valid applications such that the total charges payable does not exceed Rs. 20 Lakhs.
The Sponsor Bank shall be responsible for making payments to the third parties such as remitter bank,
NPCI 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.
*For each valid application

INTERIM USE OF FUNDS

Pending utilization of the proceeds of the Issue for the purposes described above, our Company will
temporarily invest the Net Issue Proceeds in deposits with scheduled commercial banks included in
second schedule of Reserve Bank of India Act, 1934 for the necessary duration.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending
utilization of the proceeds of the Issue as described above, it shall not use the funds from the Net
Proceeds for any investment in equity and/ or real estate products and/ or equity linked and/ or real
estate linked products.

BRIDGE FINANCING FACILITIES

As on the date of this Red Herring Prospectus, we have not entered into any bridge financing
arrangements which is subject to being repaid from the issue Proceeds. However, depending on
business requirements, we might consider raising bridge financing facilities, pending receipt of Issue
proceeds.

MONITORING OF UTILIZATION OF FUNDS

There is no requirement for the appointment of a monitoring agency, as the Issue size is less than Rs.
10,000 Lakhs as per Regulation 262 (1) of the SEBI ICDR Regulation, 2018. Our Board and Audit
Committee will monitor the utilization of the net proceeds of the Issue through its audit committee
and will disclose the utilization of the Net Proceeds under a separate head in our balance sheet along
with the relevant details, for all such amounts that have not been utilized. Our Company will indicate
investments, if any, of unutilized Net Proceeds in the balance sheet of our Company for the relevant
fiscal subsequent to receipt of listing and trading approvals from the Stock Exchanges.

Pursuant to Regulation 32 (5) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, our Company shall disclose to the Audit Committee the
uses and application of the Net Proceeds. Our Company shall prepare an annual statement of funds
utilized for purposes other than stated in this Red Herring Prospectus, certified by Peer Review
Auditors of the company and place it before the Audit Committee, as required under applicable laws.
Such disclosure shall be made only until such time that all the Net Proceeds have been utilized in full.
Furthermore, in accordance with Regulation 32 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, our Company shall furnish to the Stock
Exchanges on a half yearly basis, a statement indicating (i) deviations, if any, in the utilization of the
Net Proceeds of the Issue from the Objects of the Issue as stated above; and (ii) details of category
wise variations in the utilization of the Net Proceeds of the Issue from the Objects of the Issue as
stated above. This information will also be published in newspapers simultaneously with the interim
or annual financial results, after placing the same before the Audit Committee.

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VARIATIONS IN OBJECT

In accordance with Sections 13(8) and 27 of the Companies Act, our Company shall not vary the objects
of the Issue unless our Company is authorized to do so by way of a special resolution of its
Shareholders and such variation will be in accordance with the applicable laws including the
Companies Act and the SEBI ICDR Regulations. In addition, the notice issued to the Shareholders in
relation to the passing of such special resolution shall specify the prescribed details and be published
in accordance with the Companies Act. Pursuant to Sections 13(8) and 27 of the Companies Act, our
Promoters or controlling Shareholders will be required to provide an exit opportunity to such
Shareholders who do not agree to the proposal to vary the objects, subject to the provisions of the
Companies Act and in accordance with such terms and conditions, including in respect of pricing of
the Equity Shares, in accordance with the Companies Act and the SEBI ICDR Regulations.

OTHER CONFIRMATIONS

No part of the Net Proceeds will be paid by us to the Promoters and Promoter Group, the Directors,
Key Management Personnel or Group Companies, except in the normal course of business and in
compliance with the applicable law. Our Company has not entered into nor has planned to enter into
any arrangement/ agreements with our Directors, our Key Managerial Personnel, our Group Company
or our joint venture in relation to the utilization of the Net Proceeds of the Issue. Further, except in
the ordinary course of business, there is no existing or anticipated interest of such individuals and
entities in the objects of the Issue as set out above.

Further we confirm that the loans availed by us from our Promoters, Directors and any other body
corporates shall continue as per their schedule till the completion of the Objects of the Issue.

Page 125 of 472

 BASIS FOR ISSUE PRICE

The Issue Price will be determined by our Company in consultation with the Book Running Lead
Manager based on assessment of market demand for the Equity Shares offered in the Issue through
the Book Building Process and based on quantitative and qualitative factors as described below. The
face value of the Equity Shares is Rs. 10/- each and the Issue 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.

The financial data presented in this section are based on our Company’s Restated Consolidated
Financial Statements. Investors should also refer to the sections titled “Risk Factors”, “Our Business”,
“Financial Statements as Restated” and “Management’s Discussion and Analysis of Financial
Position and Results of Operations” on pages 41, 167, 238 and 335 respectively, to get a more
informed view before making the investment decision.

QUALITATIVE FACTORS

Some of the qualitative factors which form the basis for computing the Issue Price are:

• Strong, experienced, and dedicated senior management and qualified workforce

• All Solution under One Roof
• Customization of different size of roll
• Service-Centric Culture
• Stocked up
• Long and Strong relationship with customers and supplier and efficient Supply Chain management
• Infrastructure
• Strong and consistent financial performance

For further details, see “Our Business – Our Competitive Strength” on page 171.

QUANTITATIVE FACTORS

The Information presented below relating to the company is based on the Restated Consolidated
Financial Statements for the period ended on September 30, 2023, and for the fiscal year ended on
March 31, 2023, March 31, 2022, and March 31, 2021, prepared in accordance with GAAP, The
Companies Act, 2013 and SEBI ICDR Regulations. For details, see the chapter titled “Financial
Statements as Restated” and “Other Financial Information” beginning on pages 238 and 331.

Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:

I. Adjusted Basic & Diluted Earnings per share (“EPS”)

Financial Year Basic EPS (Rs.) Diluted EPS (Rs.) Weights

March 31, 2023 5.85 5.85 3
March 31, 2022 4.44 4.44 2
March 31, 2021 4.02 4.02 1
Weighted Average EPS 5.08
Six months period ended on September 30, 2023* 3.05
*Not Annualized

Notes:
1. Basic and diluted earnings EPS calculations are in accordance with AS-20 ‘Earnings Per Share’, notified under section
133 of Companies Act, 2013 read together along with paragraph 7 of Companies (Accounts) Rules, 2014.
2. Basic Earnings per share = Net profit after tax as restated attributable to equity shareholders for the year or
period/Weighted average number of equities shares outstanding during the year or period.

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 3. Diluted Earnings per share = Net profit after tax as restated / Weighted average number of potential equities shares
outstanding during the year or period.
4. The weighted average basic and diluted EPS is a product of basic and diluted EPS and respective assigned weight,
dividing the resultant by total aggregate weight. i.e. (EPS x Weight) for each year or period/Total of weights.
5. Weighted Average Number of Equity Shares is the number of equities shares outstanding at the beginning of the year
or period adjusted by the number of equity shares issued during the year multiplied by the time weighting factor and
bonus shares issued after the balance sheet date. The time weighing factor is the number of days for which the specific
shares are outstanding as a proportion of total number of days during the year or period.
6. The figures disclosed above are based on the Restated Consolidated Financial Statements of our Company.
7. The face value of each Equity Share is Rs. 10/- each.
8. During the period from 01st April, 2022 to 31st March, 2023, the company has passed Special resolution dated February
2, 2023 for sub- division of all the issued, subscribed and paid up equity shares of Face Value of Rs 100/- (Rupees one
hundred only) each stands sub-divided into equity shares of Face Value of Rs 10/-(Rupees Ten only) each fully paid up,
without altering the aggregate amount of such capital and shall rank pari passu in all respects with the existing fully
paid equity shares of Rs. 100/- each of the company.

II. Price to Earning (“P/E”) ratio in relation to Price Band of Rs. [●]/- to Rs. [●]/- per Equity Share:
(Pre-Issue)

P/E at Floor Price P/E at Cap Price

Particulars
(Number of times) (Number of times)
P/E based on Adjusted Basic & Diluted EPS for FY 2022 – 23 [●] [●]

Industry Peer Group P/E ratio

Based on the peer group information (excluding our Company) given below in this section:

Particulars P/E Ratio

Highest 54.95
Lowest 54.95
Industry Composite 54.95

Notes:
(1) The industry high and low has been considered from the industry peer set provided later in this chapter. The Industry
Composite has been calculated as the arithmetic average P/E of the industry peer set disclosed in this section. For
further details, see “Comparison of Accounting Ratios with listed industry peers” on page 128.
(2) The industry P/E ratio mentioned above is as computed based on the closing market price of equity shares of our peer
group companies listed on NSE Ltd as on January 25th, 2024, divided by basic EPS for the financial year ended March
31, 2023.

III. Return on Net Worth (“RONW”)

As derived from the Restated Consolidated Financial Statements of our Company:

Financial Year RONW (%) Weight

March 31, 2023 10.84% 3
March 31, 2022 9.23% 2
March 31, 2021 9.62% 1
Weighted Average 10.10%
Six months period ended September 30, 2023* 5.28%
*Not Annualized

Notes:
(1) Return on Net Worth (%) = Net Profit/(Loss) after tax divided by net worth (excluding revaluation reserve) as restated
at the end of the year or period. Net worth has been computed as a sum of paid-up share capital and reserve & surplus.
(2) The Weighted Average Return on Net Worth = Aggregate of year-wise weighed average RONW divided by the
aggregate of weights i.e. [(RONW x Weight) for each fiscal year] / [Total of weights].

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 IV. Net Asset Value per Equity Share (Face Value of Rs. 10/- each)

Net Asset Value per Equity Share Amount in (Rs.)

Net Asset Value per Equity Share as on March 31, 2023 53.97
Net Asset Value per Equity Share after the Issue – At Cap Price [●]
Net Asset Value per Equity Share after the Issue – At Floor Price [●]
Issue Price per Equity Share [●]
Net Asset Value per Equity Share as on September 30, 2023 57.74
(1) Net Asset Value per Equity Share = Net worth at the end of the respective year divided by the weighted average number
of equities shares outstanding as at the end of respective year.
(2) Net worth has been computed as a sum of paid-up share capital and reserve & surplus.
(3) Issue Price per Equity Share will be determined on conclusion of the Book Building Process.

V. Comparison of Accounting Ratios with Listed Industry Peers:

Following is the comparison with our peer companies listed in India:

Face value Total Revenue for EPS for financial year NAV per P/E (Based RONW
Name of the Company (Rs. per the financial year 2023 (Rs.) equity on Diluted (%)
share) 2023 (Rs. in Lakhs) Basic Diluted share EPS) **
Purv Flexipack Limited* 10 33,317.44 5.85# 5.85# 53.97 [●] 10.84%
Listed Peers:
Sah Polymers Limited 10 9,539.92 2.10 2.10 33.95 54.95 4.29%
*Financial information of our Company is derived from the Restated Financial Statements for the Financial Year ended
March 31, 2023.
** Listed Peers closing market price as on January 25, 2024, on National Stock Exchange has been considered for
calculation of P/E.

Source: All the financial information for listed industry peers mentioned above is on a Consolidated basis from the audited
financial statements of a respective company for the period ended September 30, 2023, submitted to stock exchange i.e.,
National Stock Exchange of India Ltd.

Notes:

1) Considering the nature and size of the business of the Company, the peers are not strictly comparable. However, the
above Companies have been included for broad comparison.
2) Basic EPS and Diluted EPS refer to the Basic EPS and Diluted EPS sourced from the financial statements of the respective
company for the year ended March 31, 2023.
3) P/E Ratio has been computed based on the closing market price of equity shares on NSE Ltd as on January 25, 2024,
divided by the Basic EPS provided above in the table.
4) For listed peers, RONW is computed as profit after tax for the year ended March 31, 2023, divided by Shareholder’s equity.
5) Shareholder’s Equity has been computed as sum of paid-up share capital and reserve & surplus.
6) Net Asset Value per share (“NAV”) (in Rs.) is computed as the closing net worth divided by the equity shares outstanding
as on March 31, 2023.

The Issue Price is [●] times of the face value of the Equity Shares.

The Issue Price of Rs. [●] has been determined by our Company in consultation with the BRLM, on the
basis of assessment of demand from investors for Equity Shares through the Book Building Process
and, is justified in view of the above qualitative and quantitative parameters.

Investors should read the above-mentioned information along with chapters titled “Our Business” and
“Management’s Discussion and Analysis of Financial Position and Results of Operations” and
sections titled “Risk Factors” and “Financial Statements as Restated” beginning on pages 167 and 335
and 41 and 238 respectively to have a more informed view.

Page 128 of 472

KEY FINANCIAL AND OPERATIONAL PERFORMANCE INDICATORS (“KPIs”)

The KPIs disclosed below have been used historically by our Company to understand and analyze
business performance, which as a result, help us in analyzing the growth of various verticals in
comparison to our peers.

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated February
05, 2024, and the members of the Audit Committee have verified the details of all KPIs pertaining to
the Company. Further, the members of the Audit Committee have confirmed that there are no KPIs
pertaining to our Company that have been disclosed to any investors at any point of time during the
three-year period prior to the date of filing of the DRHP. Further, the KPIs herein have been certified
by M/S Keyur Shah & Associates, Chartered Accountants, by their certificate dated February 05, 2024.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a
periodic basis, at least once in a year (or any lesser period as determined by the Board of our
Company), for a duration of one year after the date of listing of the Equity Shares on the Stock
Exchange or till the complete utilization of the proceeds of the Fresh Issue as per the disclosure made
in the Objects of the Issue Section, whichever is later or for such other duration as may be required
under the SEBI ICDR Regulations.

Explanation for KPI metrics

KPI Explanations
Revenue from Operations (Rs. Revenue from Operations is used by our management to track the revenue profile of the
in Lakhs) business and in turn helps assess the overall financial performance of our Company and size of
our business.
Growth in Revenue from Growth in Revenue from Operations provides information regarding the growth of our business
Operations for the respective period/year.
Gross Profit (Rs. in Lakhs) Gross Profit provides information regarding the profits from sale of products by our Company.
Gross Profit Margin (%) Gross Profit Margin is an indicator of the profitability on sale of products by our Company.
EBITDA (Rs. in Lakhs) EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial performance of our
business.
Profit After Tax (Rs. in Lakhs) Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%) PAT Margin is an indicator of the overall profitability and financial performance of our business.
ROE (%) RoE provides how efficiently our Company generates profits from shareholders’ funds.
ROCE (%) ROCE provides how efficiently our Company generates earnings from the capital employed in
the business.
Net Fixed Asset Turnover (In Net Fixed Asset turnover ratio is indicator of the efficiency with which our Company is able to
Times) leverage its assets to generate revenue from operations.
Net Working Capital Days Net working capital days indicates the working capital requirements of our Company in relation
to revenue generated from operations.
Operating Cash Flows (Rs. in Operating cash flows provides how efficiently our company generates cash through its core
Lakhs) business activities.
Total Quantity Sold (in MTs) This metric helps us to track the sales growth in volumes of our business according to the
various product offerings
Number of Customers served This metric indicates the number of served by us during the last three financial period/year.
during the period/Year
Revenue generated by our This metric helps us to track the revenue generated through the sales of various product
products offerings.

Financial KPIs of our Company

(Rs. in lakhs)
For the period ended on For the Year ended on March 31
Particulars
September 30, 2023* 2023 2022 2021
Revenue from Operations (1) (Rs. in Lakhs) 13,439.09 33,317.44 22,237.34 13,303.75
Growth in Revenue from Operations (2) (%) - 49.83% 67.15% -
Gross Profit (3) (Rs. in Lakhs) 1,636.46 3559.07 2,596.73 2,200.66

Page 129 of 472

 For the period ended on For the Year ended on March 31
Particulars
September 30, 2023* 2023 2022 2021
Gross Profit Margin (%) (4) 12.18% 10.68% 11.68% 16.54%
EBITDA (5) (Rs. in Lakhs) 999.99 1,891.68 978.54 986.05
EBITDA Margin (6) (%) 7.44% 5.68% 4.40% 7.41%
Profit After Tax (7) (Rs. in Lakhs) 430.13 826.13 626.73 567.50
PAT Margin (%) (8) 3.20% 2.48% 2.82% 4.27%
RoE (9) (%) 5.45% 11.46% 9.88% 10.03%
RoCE (10) (%) 10.14% 18.50% 14.49% 15.61%
Net Fixed Asset Turnover (In Times) (11) 2.56 6.66 7.24 4.51
Net Working Capital Days (12) 65 56 103 113
Operating Cash Flows (13) (Rs. in Lakhs) -1,204.86 2,262.22 -110.89 -589.52
Pursuant to the certificate dated February 05, 2024, from our Peer Review Auditor M/S Keyur Shah & Associates Chartered
Accountants.

*Not Annualized

Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant
period/year minus Revenue from Operations of the preceding period/year, divided by Revenue from Operations of the
preceding period/year.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Goods Sold.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations.
(5) EBITDA is calculated as profit for the period/year, plus tax expenses (consisting of current tax, deferred tax and current
taxes relating to earlier years), Finance costs and depreciation and amortization expenses and minus other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means Profits for the period/year as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profits for the period/year as a percentage of Revenue from Operations.
(9) ROE (Return on Equity) (%) is calculated as net profit after tax (PAT) for the period/year divided by Average Shareholder
Equity.
(10) ROCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital employed.
(11) Net Fixed Asset Turnover is calculated as Net Turnover divided by Fixed Assets which consists of property, equipment and
Intangible Assets.
(12) Net Working Capital Days is calculated as working capital (current assets minus current liabilities) as at the end of the
period/year divided by revenue from operations multiplied by number of days in a period/year.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Financial
Statements.

Operational KPIs of the Company on Standalone Basis

For the period ended on March 31, March 31, March 31,
Particulars
September 30, 2023 2023 2022 2021
Total Quantity Sold (In MT)
BOPP 1,070.24 4799.42 4846.80 2736.36
POLYESTER 1,205.50 2630.76 2951.93 2853.43
INK 152.30 341.52 351.08 314.05
CPP 184.67 482.31 524.20 139.26
Revenue Generated through Our product
offerings (In lakhs)
BOPP 1,597.48 8134.38 9014.24 4098.96
POLYESTER 1,404.98 3750.36 4249.59 3527.52
INK 338.55 792.56 712.92 571.61
CPP 250.09 751.57 902.18 191.64
Number of Customers served during the year 453 683 879 694
*Pursuant to the certificate dated February 05, 2024, from our Peer Review Auditor M/s Keyur Shah & Associates Chartered
Accountants.

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 SET FORTH BELOW ARE THE DETAILS OF COMPARISON OF KEY PERFORMANCE OF INDICATORS WITH
OUR LISTED INDUSTRY PEERS:

Comparison of financial KPIs of our Company and our listed peers:

While our listed peers (mentioned below), like us, operate in the Plastic industry and may have similar
offerings or end use applications, our business may be different in terms of differing business models,
different product verticals serviced or focus areas or different geographical presence.

Purv Flexipack Limited Sah Polymers Limited

For the period For the Year ended on March 31 For the period For the Year ended on March 31
Particulars ended on ended on
September 30, 2023 2022 2021 September 30, 2023 2022 2021
2023 2023
Revenue from Operations
(1) (Rs. in Lakhs) 13,439.09 33,317.44 22,237.34 13,303.75 5,083.28 9,539.92 8,051.14 5,506.99
Growth in Revenue from
- 49.83% 67.15% - - 18.49% 46.20% -
Operations (2) (%)
Gross Profit (3) (Rs. in
1,636.46 3,559.07 2,596.73 2,200.66 2,083.72 3,804.97 2,418.67 1,655.51
Lakhs)
Gross Margin (%) (4) 12.18% 10.68% 11.68% 16.54% 40.99% 39.88% 30.04% 30.06%
EBITDA (5) (Rs. in Lakhs) 999.99 1,891.68 978.54 986.05 269.51 691.24 698.94 297.59
EBITDA Margin (6) (%) 7.44% 5.68% 4.40% 7.41% 5.30% 7.25% 8.68% 5.40%
Profit After Tax (7) (Rs. in
430.13 826.13 626.73 567.50 72.53 376.06 437.54 127.23
Lakhs)
PAT Margin (%) (8) 3.20% 2.48% 2.82% 4.27% 1.43% 3.94% 5.43% 2.31%
ROE (9) (%) 5.45% 11.46% 9.88% 10.03% 0.83% 6.58% 18.72% 3.23%
ROCE (10) (%) 10.14% 18.50% 14.49% 15.61% 2.70% 7.63% 23.86% 11.65%
Net Fixed Asset Turnover
(11) 2.56 6.66 7.24 4.51 1.14 2.15 5.16 3.87
Net Working Capital Days
(12) 65 56 103 113 163 184 9 50
Operating Cash Flows (13)
-1,204.86 2,262.22 -110.89 -589.52 -1,443.82 -1,698.39 -79.22 63.03
(Rs. in Lakhs)
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant period/year minus
Revenue from Operations of the preceding period/year, divided by Revenue from Operations of the preceding period/year.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Goods Sold.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by Revenue from Operations.
(5) EBITDA is calculated as profit for the period/year, plus tax expenses (consisting of current tax, deferred tax and current taxes relating
to earlier years), Finance costs and depreciation and amortization expenses and minus other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means Profits for the period/year as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profits for the period/year as a percentage of Revenue from Operations.
(9) ROE (Return on Equity) (%) is calculated as net profit after tax (PAT) for the period/year divided by Average Shareholder Equity.
(10) ROCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital employed.
(11) Net Fixed Asset Turnover is calculated as Net Turnover divided by Fixed Assets which consists of property, equipment and Intangible
Assets.
(12) Net Working Capital Days are calculated as working capital (current assets minus current liabilities) as at the end of the period/year
divided by revenue from operations multiplied by number of days in a period/year.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated Financial Statements.
**All the information for listed industry peers mentioned above is on a standalone basis and is sourced from their respective
audited/unaudited financial results and/or annual report.

Page 131 of 472

Comparison of Operational KPIs for the Company with that of Company’s listed Peers:

Purv Flexipack Limited Sah Polymers Limited

For the period For the period For the Year ended on
For the Year ended on March 31
Particulars ended on ended on March 31
September 30, September 30,
2023 2022 2021 2023* 2022* 2021*
2023 2023
Total Quantity Sold (in MTs)
BOPP 1,070.24 4,799.42 4,846.80 2,736.36 NA NA NA NA
POLYESTER 1,205.50 2,630.76 2,951.93 2,853.43 NA NA NA NA
INK 152.30 341.52 351.08 314.05 NA NA NA NA
CPP 184.67 482.31 524.20 139.26 NA NA NA NA
Revenue Generated through Our
NA
product offerings (In lakhs)
BOPP 1,597.48 8,134.38 9,014.24 4,098.96 NA NA NA NA
POLYESTER 1,404.98 3,750.36 4,249.59 3,527.52 NA NA NA NA
INK 338.55 792.56 712.92 571.61 NA NA NA NA
CPP 250.09 751.57 902.18 191.64 NA NA NA NA
Number of Customers served
453 683 879 694 NA NA NA NA
during the year
*Data of operational KPIs of our Industry peer companies was not available in public domain.

WEIGHTED AVERAGE COST OF ACQUISITION:

a) The price per share of our Company based on the primary/ new issue of shares (equity/convertible
securities).

The details of issuance of Equity Shares or convertible securities during the 18 months preceding
the date of this RHP, where such issuance is equal to or more than 5% of the fully diluted paid-up
share capital of the Company (calculated based on the pre-Offer capital before such transaction(s)
and excluding Bonus Issue and employee stock options), in a single transaction or multiple
transactions combined together over a span of 30 days is as follows:

Date of Acquisition price % of fully diluted

S. Number of Total Cost of
Name of Allottees allotment of per Equity Share issued share capital
No. Equity Shares Acquisition
Equity Shares (in ₹) before this allotment
1. Atul Chauhan HUF December 22, 2023 208,000 71 1,47,68,000 1.47
2. Sunil Kumar Agarwal December 22, 2023 140,800 71 99,96,800 1.00
3. Radhika Goyal December 22, 2023 54,400 71 38,62,400 0.39
4. Priyanka Goyal December 22, 2023 54,400 71 38,62,400 0.39
5. Rekha Goyal December 22, 2023 54,400 71 38,62,400 0.39
6. Vikash Jain December 22, 2023 46,400 71 32,94,400 0.33
7. Shiv Ratan Maheshwari December 22, 2023 32,000 71 22,72,000 0.23
8. Rahul Kirti Gorgi December 22, 2023 28,800 71 20,44,800 0.20
9. Jinal V Gogri December 22, 2023 28,800 71 20,44,800 0.20
10. Nilesh V Parekh December 22, 2023 28,800 71 20,44,800 0.20
11. Amit N Shah December 22, 2023 28,800 71 20,44,800 0.20
12. Chandan S Chheda December 22, 2023 28,800 71 20,44,800 0.20
13. Alpa K Chheda December 22, 2023 28,800 71 20,44,800 0.20
14. Sonal S Mehta December 22, 2023 28,800 71 20,44,800 0.20
15. Keyur M Shah December 22, 2023 28,800 71 20,44,800 0.20
16. Amit Lapasiya December 22, 2023 28,800 71 20,44,800 0.20
17. Prosperity Catalyst (OPC) December 22, 2023 71 14,76,800 0.20
20,800
Private Limited
18. Shri Dakshineshwari Maa 71 12,49,600
December 22, 2023 17,600 0.12
Polyfabs Ltd
19. Sharmila Bansal December 22, 2023 17,600 71 12,49,600 0.12
20. Sandeep Kochar December 22, 2023 16,000 71 11,36,000 0.11
21. Spatial Services Private December 22, 2023 16,000 71 11,36,000 0.11

Page 132 of 472

 Date of Acquisition price % of fully diluted
S. Number of Total Cost of
Name of Allottees allotment of per Equity Share issued share capital
No. Equity Shares Acquisition
Equity Shares (in ₹) before this allotment
Limited
22. Ashish Kumar December 22, 2023 71 11,36,000
16,000 0.11
Himmatsingka
23. Pallavi Kiran Shah December 22, 2023 16,000 71 11,36,000 0.11
24. Ritu Agarwal December 22, 2023 16,000 71 11,36,000 0.11
25. Salil Mahajan December 22, 2023 16,000 71 11,36,000 0.11
26. Shweta Sethi December 22, 2023 16,000 71 11,36,000 0.11
27. Pawan Kumar Agarwal December 22, 2023 16,000 71 11,36,000 0.11
28. Gopalji Choudhary December 22, 2023 16,000 71 11,36,000 0.11
29. Shivaani Kariwal December 22, 2023 16,000 71 11,36,000 0.11
30. Seema Devi. Bakliwal December 22, 2023 16,000 71 11,36,000 0.11
31. Rochita Construction Pvt December 22, 2023 71 11,36,000
16,000 0.11
Ltd
32. Om Binayak Textiles December 22, 2023 71 11,36,000
16,000 0.11
Private Limited
33. Pratibha Chandak December 22, 2023 16,000 71 11,36,000 0.11
34. Sudha Karnani December 22, 2023 14,400 71 10,22,400 0.10
35. Manoj Kumar Bhagat December 22, 2023 8,000 71 5,68,000 0.06
36. Bishwanath Bajaj December 22, 2023 8,000 71 5,68,000 0.06
37. Sunil Agrawal December 22, 2023 8,000 71 5,68,000 0.06
38. Karan Jain December 22, 2023 8,000 71 5,68,000 0.06
39. Raju Lekhraj Purswani December 22, 2023 8,000 71 5,68,000 0.06
40. Bhagwati India Pvt Ltd December 22, 2023 8,000 71 5,68,000 0.06
41. Siddhartha Kochar December 22, 2023 8,000 71 5,68,000 0.06
Total 12,00,000 8,52,00,000 8.50%
Weighted average cost of acquisition (WACA) 71

b) The price per share of our Company based on the secondary sale / acquisition of shares (equity/
convertible securities).

There have been no secondary sale / acquisitions of Equity Shares or any convertible securities,
where the promoters, members of the promoter group, or shareholder(s) having the right to
nominate director(s) in the board of directors of the Company are a party to the transaction
(excluding gifts), during the 18 months preceding the date of this certificate, where either
acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of the
Company (calculated based on the pre-issue capital before such transaction(s) and excluding Bonus
Issue and employee stock options), in a single transaction or multiple transactions combined
together over a span of rolling 30 days.

c) Since there are no such transactions to report to under (a) and (b) therefore, information based on
last 5 primary and secondary transactions (primary and secondary transactions where Promoter /
Promoter Group entities or shareholder(s) having the right to nominate director(s) in the Board of
our Company, are a party to the transaction), not older than 3 years prior to the date of this Red
Herring Prospectus irrespective of the size of transactions, is as below:

Secondary acquisition:

Except as disclosed below, there have been no secondary transactions by the Promoters, members
of the Promoter Group, or shareholder(s) having the right to nominate director(s) in the Board of
Directors of our Company are a party to the transaction, in the last three years preceding the date
of this RHP:

Page 133 of 472

 Face Value
Price per Nature Total
Date of Name of Name of No. of Nature of of Nature of
Security of Consideration
Transfer Transferor Transferee Securities Securities Securities Consideration
(Rs.) Transaction (in Rs.)
(Rs.)
Acquisition
January Niraj Kumar Vanshay Equity
10 100/- 800/- of Shares by Cash 8000
31, 2023 Goel Goenka Shares
way of Cash
Acquisition
January Niraj Kumar Unnat Equity
10 100/- 800/- of Shares by Cash 8000
31, 2023 Goel Goenka Shares
way of Cash
Total 20 16,000
Weighted average cost of acquisition (WACA) 800

d) Weighted average cost of acquisition, floor price and cap price:

Weighted average
Floor price* Cap price*
Types of transactions cost of acquisition (Rs.
(i.e., Rs. [●]) (i.e., Rs. [●])
per Equity Share)
Weighted average cost of acquisition for last 18 months for primary / new
issue of shares (equity / convertible securities), excluding shares issued
under an employee stock option plan/employee stock option scheme and
issuance of bonus shares, during the 18 months preceding the date of filing
of this Red Herring Prospectus, where such issuance is equal to or more
71 [●] times [●] times
than five per cent of the fully diluted paid-up share capital of our Company
(calculated based on the pre-issue 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.
Weighted average cost of acquisition for last 18 months for secondary sale
/ acquisition of shares equity / convertible securities), where promoter /
promoter group entities or shareholder(s) having the right to nominate
director(s) in our Board are a party to the transaction (excluding gifts),
during the 18 months preceding the date of filing of the Red Herring
Prospectus, where either acquisition or sale is equal to or more than five NA^^ [●] times [●] times
per cent of the fully diluted paid-up share capital of our Company
(calculated based on the pre-issue capital before such transaction(s) and
excluding employee stock options granted but not vested), in a single
transaction or multiple transactions combined together over a span of
rolling 30 days.
Since there were no primary or secondary transactions of equity shares of our Company during the 18 months preceding the date
of filing of the Red Herring Prospectus, the information has been disclosed for price per share of our Company based on the last
five primary or secondary transactions where promoter /promoter group entities or shareholder(s) having the right to nominate
director(s) on our Board, are a party to the transaction, not older than three years prior to the date of filing of this Red Herring
Prospectus irrespective of the size of the transaction.
- Based on secondary transactions 800 [●] times [●] times
Note:
^^ There were no Secondary issuance of shares of shares (equity/ convertible securities) transactions in last 18 months from the date
of this Red Herring Prospectus which are equal to or more than 5% of the fully diluted paid-up share capital of our Company.
* To be updated at Prospectus stage.

Explanation for Issue Price/Cap Price being [●] price of weighted average cost of acquisition of
primary issuance price/secondary transaction price of Equity Shares (set out in (d) above) along with
our Company’s key performance indicators and financial ratios for the Year ending 2023, 2022 and
2021.

[●]*
*To be included on finalization of Price Band

Page 134 of 472

Explanation for Issue Price/Cap Price being [●] price of weighted average cost of acquisition of
primary issuance price/secondary transaction price of Equity Shares (set out in (d) above) in view of
the external factors which may have influenced the pricing of the Issue.

[●]*

*To be included on finalization of Price Band

Page 135 of 472

 STATEMENT OF SPECIAL TAX BENEFITS

To,

The Board of Directors

Purv Flexipack Limited
(Formerly Known as Purv Flexipack Limited)
Annapurna Apartment,
Suit 1C, 1st Floor,
23 Sarat Bose Road,
Kolkata- 700020

Dear Sir(s),

Sub: Statement of Special Tax Benefits (‘the statement’) available to Purv Flexipack Limited (the
“Company”), the shareholders of the Company and its material subsidiary being Cool Caps Industries
Limited and Purv Ecoplast Private Limited which is subsidiary of cool caps industries limited prepared
to comply with the requirements of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (the ‘SEBI ICDR Regulations’).

1. We, Keyur Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company,
hereby report that the Enclosed Statement and its Annexure A is in connection with (i) the special
tax benefits available to (i) the Company and, (ii) to the shareholders of the Company, under
applicable tax laws presently in force in India including the Income Act, 1961 (Act), the Central
Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017 and the
applicable states’ Goods and Services Tax Act, the Finance Act, 2021, the Foreign Trade Policy and
Handbook of Procedures, Customs Act, 1962, State Industrial Incentive Policies and rules made
under any of the aforementioned legislations.

Several of these benefits are dependent on the Company or its shareholders and its material
subsidiary Cool Caps Industries Limited and Purv Ecoplast Private Limited which is subsidiary of
cool caps industries limited fulfilling the conditions prescribed under the relevant statutory
provisions. Hence, the ability of the Company or its shareholders to derive the special tax benefits is
dependent upon fulfilling such conditions, which is based on business imperatives the Company
faces in the future, the Company may or may not choose, or be able, to fulfil.

2. The benefits discussed in the enclosed Annexure A cover only special tax benefits available to the
Company, its shareholders and its material subsidiary Cool Caps Industries Limited and Purv Ecoplast
Private Limited which is subsidiary of Cool Caps Industries Limited and do not cover any general tax
benefits available to the Company. Further, the benefits discussed in the enclosed statement are
neither exhaustive nor conclusive. 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 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 Issue. We are neither suggesting nor are we advising the investors
to invest or not to invest money based on this statement.

3. We do not express any opinion or provide any assurance as to whether:

a. The Company, its shareholders and its material subsidiary being Cool Caps Industries Limited
and Purv Ecoplast Private Limited which is subsidiary of Cool Caps Industries Limited will continue
to obtain these benefits in the future; or
b. The conditions prescribed for availing of the benefits have been/would be met with.

Page 136 of 472

4. The contents of the enclosed statement are based on information, explanations and
representations obtained from the Company and based on our understanding of the business
activities and operations of the Company. We undertake to update you of any change in the
above-mentioned disclosures until the Equity Shares allotted, pursuant to the Issue, are listed and
commence trading on the Stock Exchanges. In the absence of any such communication from us,
the above information should be considered as an updated information until the Equity Shares
commence trading on the Stock Exchanges, pursuant to the Issue.

5. This certificate is for information and for inclusion, in part or in full, in, the Draft Red Herring
Prospectus (DRHP)/ Red Herring Prospectus (RHP) and the Prospectus to be filed in relation to the
Issue (“collectively the “Issue Documents”) or any other Issue-related material, and may be relied
upon by the Company, the Book Running Lead Managers and the legal advisors to the Issue. We
hereby consent to the submission and disclosure of this certificate as may be necessary to the
SEBI, the ROC, the Stock Exchanges and any other regulatory or judicial authorities and, or, for
any other litigation purposes and, or, for the records to be maintained by the Book Running Lead
Managers, in accordance with applicable law.

Enclosed: Statement of special tax benefits Annexure A.

Yours sincerely,

For Keyur Shah & Associates

Chartered Accountants
F.R.N. 333288W

Akhlaq Ahmad Mutvalli

Partner
M. No. 181329 Date: February 05, 2024
UDIN: - 24181329BKCBTG2369 Place: Ahmedabad

Page 137 of 472

 ANNEXURE A

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND THE SHAREHOLDERS OF
THE COMPANY, ITS MATERIAL SUBSIDIARY UNDER THE DIRECT AND INDIRECT TAX LAWS IN INDIA.

I. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY UNDER DIRECT TAXATION

Outlined below are the special tax benefits available to Purv Flexipack Limited (the “Company”),
its Shareholders and its Material Subsidiary Purv Ecoplast Private Limited which is subsidiary of cool
caps industries except Cool Caps Industries Limited under the Income-tax Act, 1961 (the “Act”) as
amended by the Finance Act, 2022 applicable for the Financial Year 2023-24 relevant to the
Assessment Year 2024-25.

• Lower corporate tax rate under section 115BAA (Opted by Purv Flexipack Limited)

Section 115BAA has been inserted in the Act w.e.f. FY 2019-20. It gives an option to domestic
company to be governed by this section from a particular assessment year. If a company opts
for section 115BAA of the Act, the company can pay corporate tax at a reduced rate of 25.168%
(22% plus surcharge of 10% and education cess of 4%). However once opted for reduced rate of
taxation under the said section, it cannot be subsequently withdrawn.

Section 115BAA further provides that domestic companies availing the option will not be
required to pay Minimum Alternate Tax (MAT) on their ‘book profits’ under section 115JB of the
Act. However, such a company will no longer be eligible to avail any specified exemptions /
incentives under the Act and will also need to comply with the other conditions specified in
section 115BAA. Also, if a company opts for section 115BAA, the tax credit (under section
115JAA), if any, which it is entitled to on account of MAT paid in earlier years, will no longer be
available.

Further, it shall not be allowed to claim set-off of any brought forward losses arising to it on
account of additional depreciation and other specified incentives.

The Company has already evaluated and opted for the lower corporate tax rate of 25.168%
(prescribed under section 115BAA of the Act) with effect from AY 2020-21.

• Lower corporate tax rate under section 115BAB (Opted by Purv Ecoplast Limited)

Section 115BAB has been inserted in the Act w.e.f. FY 2019-20. It gives an option to domestic
company to be governed by this section from a particular assessment year. If a company opts
for section 115BAB of the Act, the company can pay corporate tax at a reduced rate of 17.16%
(15% plus surcharge of 10% and education cess of 4%). However once opted for reduced rate of
taxation under the said section, it cannot be subsequently withdrawn.

Section 115BAB further provides that domestic companies availing the option will not be
required to pay Minimum Alternate Tax (MAT) on their ‘book profits’ under section 115JB of the
Act. However, such a company will no longer be eligible to avail any specified exemptions /
incentives under the Act and will also need to comply with the other conditions specified in
section 115BAB. Also, if a company opts for section 115BAB, the tax credit (under section
115JAA), if any, which it is entitled to on account of MAT paid in earlier years, will no longer be
available.

Further, it shall not be allowed to claim set-off of any brought forward losses arising to it on
account of additional depreciation and other specified incentives.

Page 138 of 472

 The Company has already evaluated and opted for the lower corporate tax rate of 17.16%
(prescribed under section 115BAB of the Act) with effect from AY 2021-22.

Special direct tax benefits available to the Shareholders

There are no special direct tax benefits available to the shareholders.

II. TAX BENEFITS AVAILABLE TO THE COMPANY UNDER INDIRECT TAXES

At present, the company and its material subsidiary is not entitled to any special tax benefits under
the Act.

Special indirect tax benefits available to the Shareholders

The Shareholders of the Company are not entitled to any special tax benefits under the Act.

Notes:

1. There are no other special direct and indirect tax benefits that are available to the Company
presently.

2. The above Statement sets out the provisions of law 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.

3. For direct tax benefits, this Annexure sets out only the special tax benefits available to the
Company, the shareholders and material subsidiary under the current Income-tax Act, 1961 i.e.,
the Act as amended by the Finance Act, 2022 applicable for the Financial Year 2023-24 relevant
to the Assessment Year 2024-25, presently in force in India.

4. This Annexure is intended only to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual
nature of tax consequences, each investor is advised to consult his/her own tax advisor with
respect to specific tax arising out of their participation in the Issue.

5. Our views expressed in this statement are based on the facts and assumptions as indicated in
the statement. No assurance is provided 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.

Page 139 of 472

 SECTION V – ABOUT THE COMPANY

OUR INDUSTRY

The information in this section includes extracts from publicly available information, data and statistics
and has been derived from various government publications and industry sources. Neither we nor any
other person connected with the Issue have verified this information. The data may have been re –
classified by us for the purposes of presentation. Industry sources and publications generally state that
the information contained therein has been obtained from sources generally believed to be reliable,
but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability
cannot be assured and, accordingly, investment decisions should not be based on such information.
You should read the entire this Red Herring Prospectus, including the information contained in the
sections titled “Risk Factors” “Our Business” and “Financial Statements as Restated” and related
notes beginning on page 41, 167 and 238 respectively before deciding to invest in our Equity Shares.

GLOBAL ECONOMIC OVERVIEW

GLOBAL PROSPECTS

The global economy remains in a precarious state amid the protracted effects of the overlapping
negative shocks of the pandemic, the Russian Federation’s invasion of Ukraine, and the sharp
tightening of monetary policy to contain high inflation. The
resilience that global economic activity exhibited earlier
Contributions to global growth
Percentage points Percent
this year is expected to fade. Growth in several major
United States
4 China
Euro area Other AEs economies was stronger than envisaged at the beginning
India Other EMDEs 4
World (RHS) of the year, with faster-than-expected economic
3 3 reopening in China and resilient consumption in the United
States. Nonetheless, for 2023 as a whole, global activity is
2 2
projected to slow, with a pronounced deceleration in
1 1 advanced economies and a sizable pickup in China.
Inflation
0 0 pressures persist, Growth in EMDEs
2010-19 2022e 2023f 2024f
and the drag on
growth from the ongoing monetary tightening to restore
price stability is expected to peak in 2023 in many major
economies. Recent banking sector stress will further tighten
credit conditions. This will result in a substantial growth
deceleration in the second half of this year. This slowdown
will compound a period of already-subdued growth—over
the first half of the 2020s (2020-2024), growth in EMDEs is
expected to average just 3.4 percent, one of the weakest half-
decades of the past 30 years. This slowdown reflects both
cyclical dynamics and the current trend of declining global potential output growth.

Global financial conditions have tightened as a result of policy rate hikes and, to a lesser extent, recent
bouts of financial instability. Many banks experienced substantial unrealized losses due to the sharp
rise in policy interest rates. Concerns about the viability of balance sheets of some banks led to
depositor flight and market volatility in the United States and Europe earlier in the year, which were
stemmed by a swift and extensive policy response. Financial markets remain highly sensitive to
evolving expectations about the future path of interest rates of major central banks. Spillovers from
banking turmoil in advanced economies to EMDEs have so far been limited. However, countries with

Page 140 of 472

 Contributions to potential growth more pronounced macroeconomic policy vulnerabilities, as
reflected by lower credit ratings, have experienced slower
growth and greater financial stress, including large currency
depreciations and a sharp widening of sovereign spreads.
Projections for 2023 growth in these economies have fallen
by more than half over the past year.

Inflation pressures persist. Although global headline inflation

has been decelerating as a result of base effects, abating
supply chain pressures, and falling commodity prices, core
inflation in many countries remains elevated, and inflation is above target in almost all inflation-
targeting economies. Inflation is expected to continue to be above its pre-pandemic level beyond 2024
(figure 1.1.E). That said, inflation expectations in most inflation targeting countries have so far not
undergone a major shift and appear to remain anchored.

EMDE growth in 2023, by credit rating Energy prices have eased considerably since their
Percent peak in 2022 on account of weaker global growth
Jun-22 forecast
6
Jan-23 forecast prospects and a warmer-than-expected Northern
Current winter, which reduced natural gas and electricity
consumption. Metal prices increased in early 2023,
4
reflecting signs of a stronger-than anticipated
recovery in China, but subsequently retraced those
2 gains. Agricultural prices have been easing on the
back of good production prospects for most crops.
0
Aa-A Baa-B Caa-C Model-based global CPI
In all, global inflation projections
growth is forecast to slow from 3.1 percent in 2022 to 2.1 Percent 80 percent 90 percent
percent in 2023, before edging up to 2.4 percent in 2024. 10 2015-19 average Jan-23
Jun-22 Jun-23
Relative to the January projections, this is 0.4 percentage
8
point stronger in 2023 and 0.3 percentage point weaker in
2024. Greater-than-expected resilience of major economies 6
at the end of 2022 and early in 2023 led to the overall upgrade 4
to growth in 2023.
2

(Source: [Link] 0
22Q2

24Q2
19Q4
20Q2
20Q4
21Q2
21Q4

22Q4
23Q2
23Q4

24Q4

economic-prospects)

GLOBAL RISK AND POLICY CHALLENGES

Global inflation is projected to gradually edge down as growth decelerates, labor demand in many
economies softens, and commodity prices remain stable. The slow pace of improvement means that
core inflation is expected to remain above central bank targets in many countries throughout 2024.

Risks to the outlook remain tilted to the downside. Recent advanced-economy bank turmoil highlights
the possibility of more disorderly failures, which could lead to systemic banking crises and protracted
economic downturns, with spillovers to sovereigns and across borders. These failures could be
triggered by mounting concerns about balance sheet quality, continued losses in the heavily leveraged

Page 141 of 472

 commercial real estate sector, or by the ongoing
Global growth under different scenarios decline in house prices in many countries.
Percent Baseline
6 AE-centered stress
Global stress In a scenario where banking stress results in a severe
4 credit crunch and broader financial stress in
advanced economies, global growth in 2024 would
2

0
Global potential growth under reform scenarios
Percent
-2
4 Social benefit and labor market reforms
2023

2024

2025

2023

2024

2025

2023

2024

2025
Education and health improvements
Investment surge
World AEs EMDEs 3 Baseline

2
only be 1.3 percent, about half the pace in the
baseline forecast. In another scenario where
1
financial stress propagates globally to a far greater
degree, the world economy would fall into recession 0
in 2024, as global growth of only 0.3 percent would 2011-21 2022-30 Reform impact
imply a contraction in global per capita GDP.

Many of the current challenges reflect underlying

longer-run trends. Potential growth in EMDEs has been on a decades-long declining path because of
slowing growth rates of labor force, investment, and productivity. The slowdown in these fundamental
factors has been exacerbated by the overlapping shocks of the pandemic, Russia’s invasion of Ukraine,
and the sharp tightening of global monetary policy in response to high inflation. Reversing the decline
in potential growth will require decisive structural reforms. These include measures to improve
investment conditions, develop human capital and infrastructure, increase participation in the formal
labor force, foster productivity growth in services, and promote international trade. In particular,
fostering investment in green energy and climate resilience can ensure that growth is both robust and
sustainable.

(Source: [Link]

GLOBAL TRADE

Global goods trade growth slowed in the first half of

Global supply chain pressures 2023 in tandem with weakening global industrial
Index, 50+ = slower Standard deviations production. Services trade, by contrast, continued to
from average value
Suppliers' delivery times
strengthen following the easing of pandemic-induced
70 8 mobility restrictions. International tourist arrivals are
Global supply chain pressure index
65 (RHS) 6 expected to approach 95 percent of 2019 levels in
60 4 2023, an increase from 63 percent in 2022 (UNWTO
55 2 2023).
50 0
Pressures on global supply chains have abated as goods
demand has weakened and global shipping conditions
45 -2
have improved. The global supply chain pressures index
2018

2023
2015

2016

2017

2019

2020

2021

2022

and suppliers’ delivery times reached their lowest

levels in almost four years in the first half of 2023 and
are expected to remain low.

During the pandemic, trade growth was supported by a shift in the composition of demand toward
tradable goods and away from services, which are less trade-intensive. The gradual rotation of
demand back to its pre-pandemic composition is now slowing trade growth- as is the fact that the

Page 142 of 472

recovery in China is expected to be predominantly driven by services, which will limit positive
spillovers to its trading partners through demand for goods and commodities. The growing number of
restrictive trade measures reflects a rising degree of geopolitical tensions and attempts by some major
economies to follow more inward-looking policies. In the longer term, this will likely reshape global
supply chains and increase trade costs (EBRD 2023; Góes and Bekkers 2022).

New trade measures Together, these factors are expected to further

Number of new policy measures reduce the responsiveness of global trade to
1,000
Restricting Liberalising
changes in output—responsiveness that had
800 already declined in the 2010s relative to previous
decades (figure 1.3.C; Kose and Ohnsorge 2023a).
600
Against this backdrop, global trade growth is
400 forecast to slow from 6 percent in 2022 to 1.7
200 percent in 2023. As global consumption returns to
its pre-pandemic mix between goods and services,
0
trade is expected to recover to 2.8 percent in 2024,
2015

2017
2009

2011

2013

2019

2021

2023

only slightly stronger than GDP growth. The trade

outlook is subject to various downside risks,
including weaker-than-expected global demand,
tighter global financial conditions, worsening trade tensions between major economies, mounting
geopolitical uncertainty, and a further rise in protectionist measures (Aiyar et al. 2023; Metivier et al.
2023).
Global trade forecast
Percent
June 2023 January 2023
6

0
2022 2023f 2024f

Source: [Link]

GLOBAL INFLATION Inflation remains above target in almost all inflation-

targeting economies. Median headline global inflation stood at 7.2 percent year-on-year in April, down
from a peak of 9.4 percent in July 2022. This deceleration largely reflects favorable base effects from
commodity prices falling below their 2022 peaks, along with abating supply chain pressures.
Moderating energy prices help explain global inflation
Core inflation being somewhat softer in the first quarter of 2023 than
Percent previously anticipated. However, recent core inflation
12
World measures suggest the disinflation that started last year has
Advanced economies made only halting progress. Across EMDEs, three-month
EMDEs
8 median core inflation has decelerated somewhat in recent
months, while it has picked up in advanced economies.
4 Amid these developments, global inflation is envisaged to
remain further above its 2015-19 average than was
0 expected in January, and for a longer period.
Oct-19

Apr-20

Oct-20

Apr-21

Oct-21

Apr-22

Oct-22

Apr-23

With supply chain pressures easing and energy prices

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declining, excess demand appears to be a key driver of Model-based global CPI inflation projections
continuing high inflation in advanced economies, though
lingering impairments to supply capacity may also still play Percent 80 percent 90 percent
10 2015-19 average Jan-23
a role (Bernanke and Blanchard 2023). In Europe, the role Jun-22 Jun-23
of energy prices is particularly important—the pass- 8

through of energy costs into broader prices may be adding 6

to inflation persistence, which could be further 4
exacerbated by the sunsetting of fiscal programs that have
2
attenuated price spikes for end-users (Pill 2023). The
absence of economic slack may also be increasing the 0

19Q4

20Q4
21Q2
21Q4
22Q2
22Q4

23Q4
24Q2
24Q4
20Q2

23Q2
ability of firms and workers to exercise pricing power, such
that inflation has become more responsive to economic
activity (Borio et al. 2023; Gagnon and Sarsenba yev 2022)

(Source: [Link]

GLOBAL FINANCIAL DEVELOPMENTS

Advanced-economy banks started the year with unrealized losses on bond portfolios, which increased
as interest rates rose. This, combined with shortcomings in risk management, contributed to the
failure of several regional banks in the United States. In Europe, Credit Suisse came under intense
market pressure in March and was subject to an emergency takeover. The initial emergence of banking
stress drove a surge in market volatility, including the sharpest five-day drop in two-year U.S. yields in
more than two decades and a large decline in bank equity prices. To bolster market confidence and
limit contagion to the broader financial system, authorities have responded with emergency liquidity
facilities. The U.S. authorities also introduced an expanded deposit guarantee for the banks that failed
in March. Central banks have nonetheless reaffirmed intentions to maintain, or increase, the tightness
of monetary policy until inflation shows a clear trend toward target. Even with continued signs of
banking stress, broader risk appetite in advanced-economy financial markets has been notably
resilient. High-yield corporate risk spreads have mostly stayed below their post-2010 average, despite
bank lending standards reaching their most restrictive levels since the global financial crisis.

Spillovers from advanced-economy banking stress have so far been limited in most EMDEs, but have
exhibited a similar divergence. Market perceptions of the creditworthiness of investment grade
EMDEs (as measured by credit-default swap premia) were little affected in March, after the first bank
failures in advanced economies; in contrast, credit default swap spreads for non-investment grade
sovereign borrowers widened notably.

(Source: [Link]

RECENT DEVELOPMENTS AND OUTLOOK

Advanced-economy growth is projected to slow to an annual average of 0.7 percent in 2023. This
largely reflects the continued effect of considerable central bank policy rate hikes since early 2022.
More restrictive credit conditions due to banking sector stress in advanced economies should slow
domestic demand further in 2023. Past increases in energy prices and the expected softening in labor
markets are also projected to weigh on activity. Growth is expected to accelerate modestly to 1.2
percent in 2024 due to a pickup in the euro area.

Growth in EMDEs is projected to edge up to 4 percent in 2023, which almost entirely reflects the
rebound in China. Excluding China, EMDE growth is set to decline to 2.9 percent this year, from 4.1
percent last year, due to the drag from high inflation and the associated monetary tightening—both
domestically and via monetary policy spillovers from advanced economies—as well as from slowing

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external demand. From a regional perspective, growth is set to slow in all regions except EAP and ECA
(box 1.1). Growth in EMDEs excluding China is expected to pick up modestly to 3.4 percent in 2024, as
the effects of monetary tightening diminish and several larger EMDEs emerge from domestic strains,
including natural disasters, power shortages, and political turbulence.

(Source: [Link]

INDIAN ECONOMIC OVERVIEW

INTRODUCTION

Strong economic growth in the first quarter of FY 2022-23 helped India

overcome the UK to become the fifth-largest economy after it recovered
from repeated waves of COVID-19 pandemic shock. Real GDP in the first
quarter of 2022–23 is currently about 4% higher than its corresponding
2019-20, indicating a strong start for India's recovery from the pandemic.
Given the release of pent-up demand and the widespread vaccination
coverage, the contact-intensive services sector will probably be the main
driver of development in 2022–2023. Rising employment and
substantially increasing private consumption, supported by rising consumer sentiment, will support
GDP growth in the coming months.

Future capital spending of the government in the economy is expected to be supported by factors
such as tax buoyancy, the streamlined tax system with low rates, a thorough assessment and
rationalisation of the tariff structure, and the digitization of tax filing. In the medium run, increased
capital spending on infrastructure and asset-building projects is set to increase growth multipliers, and
with the revival in monsoon and the Kharif sowing, agriculture is also picking up momentum. The
contact-based services sector has largely demonstrated promise to boost growth by unleashing the
pent-up demand over the period of April-September 2022. The sector's success is being captured by
a number of HFIs (High-Frequency Indicators) that are performing well, indicating the beginnings of a
comeback.

India has emerged as the fastest-growing major economy in the world and is expected to be one of
the top three economic powers in the world over the next 10-15 years, backed by its robust democracy
and strong partnerships.

(Source: [Link]

MARKET SIZE
India’s nominal gross domestic product (GDP) at current prices is
estimated to be at Rs. 232.15 trillion (US$ 3.12 trillion) in FY22.
With more than 100 unicorns valued at US$ 332.7 billion, India has
the third-largest unicorn base in the world. The government is also
focusing on renewable sources to generate energy and is planning
to achieve 40% of its energy from non-fossil sources by 2030.
According to the McKinsey Global Institute, India needs to boost
its rate of employment growth and create 90 million non-farm jobs
between 2023 and 2030 in order to increase productivity and
economic growth. The net employment rate needs to grow by
1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth
between 2023 and 2030. India's current account deficit (CAD),
primarily driven by an increase in the trade deficit, stood at 2.1%
of GDP in the first quarter of FY 2022-23. Exports fared remarkably well during the pandemic and aided

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recovery when all other growth engines were losing steam in terms of their contribution to GDP. Going
forward, the contribution of merchandise exports may waver as several of India’s trade partners
witness an economic slowdown. According to Mr. Piyush Goyal, Minister of Commerce and Industry,
Consumer Affairs, Food and Public Distribution and Textiles, Indian exports are expected to reach US$
1 trillion by 2030.

(Source: [Link]

RECENT DEVELOPMENTS
India is primarily a domestic demand-driven economy, with consumption and investments
contributing to 70% of the economic activity. With an improvement in the economic scenario and the
Indian economy recovering from the Covid-19 pandemic shock, several investments and
developments have been made across various sectors of the economy. According to World Bank, India
must continue to prioritise lowering inequality while also putting growth-oriented policies into place
to boost the economy. In view of this, there have been some developments that have taken place in
the recent past. Some of them are mentioned below.
➢ As of September 21, 2022, India’s foreign exchange reserves stood at US$ 524,520 million.
➢ The private equity-venture capital (PE-VC) sector investments stood at US$ 2 billion in September
2022.
➢ Merchandise exports in September 2022 stood at US$ 32.62 billion.
➢ PMI Services remained comfortably in the expansionary zone at 56.7 during April-September
2022
➢ In September 2022, the gross Goods and Services Tax (GST) revenue collection stood at Rs.
147,686 crore (US$ 17.92 billion).
➢ Between April 2000-June 2022, cumulative FDI equity inflows to India stood at US$ 604,996
million.
➢ In August 2022, the overall IIP (Index of Industrial Production) stood at 131.3. The Indices of
Industrial Production for the mining, manufacturing and electricity sectors stood at 99.6, 131.0
and 191.3, respectively, in August 2022.
➢ According to data released by the Ministry of Statistics & Programme Implementation (MOSPI),
India’s Consumer Price Index (CPI) based retail inflation reached 7.41% in September 2022.
➢ In FY 2022-23, (until October 28, 2022), Foreign Portfolio Investment (FPI) outflows stood at Rs.
58,762 crore (US$ 7.13 billion).
➢ The wheat procurement in Rabi 2021-22 and the anticipated paddy purchase in Kharif 2021-22
would include 1208 lakh (120.8 million) metric tonnes of wheat and paddy from 163 lakh (16.7
million) farmers, as well as a direct payment of MSP value of Rs. 2.37 lakh crore (US$ 31.74 billion)
to their accounts.

(Source: [Link]

GOVERNMENT INITIATIVES
Over the years, the Indian government has introduced many initiatives to strengthen the nation's
economy. The Indian government has been effective in developing policies and programmes that are
not only beneficial for citizens to improve their financial stability but also for the overall growth of the
economy. Over recent decades, India's rapid economic growth has led to a substantial increase in its
demand for exports. Besides this, a number of the government's flagship programmes, including Make
in India, Start-up India, Digital India, the Smart City Mission, and the Atal Mission for Rejuvenation and
Urban Transformation, are aimed at creating immense opportunities in India. In this regard, some of
the initiatives taken by the government to improve the economic condition of the country are
mentioned below:
➢ Home & Cooperation Minister Mr. Amit Shah, laid the foundation stone and performed Bhoomi
Pujan of Shri Tanot Mandir Complex Project under Border Tourism Development Programme in
Jaisalmer in September 2022.

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➢ In August 2022, Mr. Narendra Singh Tomar, Minister of Agriculture and Farmers Welfare
inaugurated four new facilities at the Central Arid Zone Research Institute (CAZRI), which has
been rendering excellent services for more than 60 years under the Indian Council of Agricultural
Research (ICAR).
➢ In August 2022, a Special Food Processing Fund of Rs. 2,000 crore (US$ 242.72 million) was set up
with National Bank for Agriculture and Rural Development (NABARD) to provide affordable credit
for investments in setting up Mega Food Parks (MFP) as well as processing units in the MFPs.
➢ In July 2022, Deendayal Port Authority (DPA) announced plans to develop two Mega Cargo
Handling Terminals on a Build-Operate-Transfer (BOT) basis under Public-Private Partnership
(PPP) Mode at an estimated cost of Rs. 5,963 crore (US$ 747.64 million).
➢ In July 2022, the Union Cabinet chaired by the Prime Minister Mr. Narendra Modi, approved the
signing of the Memorandum of Understanding (MoU) between India & Maldives. This MoU will
provide a platform to tap the benefits of information technology for court digitization and can be
a potential growth area for the IT companies and start-ups in both the countries.
➢ India and Namibia entered into a Memorandum of Understanding (MoU) on wildlife conservation
and sustainable biodiversity utilization on July 20, 2022, for establishing the cheetah into the
historical range in India.
➢ In July 2022, the Reserve Bank of India (RBI) approved international trade settlements in Indian
rupees (INR) in order to promote the growth of global trade with emphasis on exports from India
and to support the increasing interest of the global trading community.
➢ In June 2022, Prime Minister Mr. Narendra Modi inaugurated and laid the foundation stone of
development projects worth Rs. 21,000 crore (US$ 2.63 billion) at Gujarat Gaurav Abhiyan at
Vadodara.
➢ Mr. Rajnath Singh, Minister of Defence, launched 75 newly-developed Artificial Intelligence (AI)
products/technologies during the first-ever ‘AI in Defence’ (AIDef) symposium and exhibition
organized by the Ministry of Defence in New Delhi on 11 July 2022.
➢ In June 2022:
o Prime Minister Mr. Narendra Modi, laid the foundation stone of 1,406 projects worth more
than Rs. 80,000 crore (US$ 10.01 billion) at the ground breaking ceremony of the UP
Investors Summit in Lucknow.
o The Projects encompass diverse sectors like Agriculture and Allied industries, IT and
Electronics, MSME, Manufacturing, Renewable Energy, Pharma, Tourism, Defence &
Aerospace, Handloom & Textiles.
➢ The Indian Institute of Spices Research (IISR) under the Indian Council for Agricultural Research
(ICAR) inked a Memorandum of Understanding (MoU) with Lysterra LLC, a Russia-based company
for the commercialization of biocapsule, an encapsulation technology for bio-fertilization on 30
June, 2022.
➢ As of April 2022, India signed 13 Free Trade Agreements (FTAs) with its trading partners including
major trade agreements like the India-UAE Comprehensive Partnership Agreement (CEPA) and
the India-Australia Economic Cooperation and Trade Agreement (IndAus ECTA).
➢ The Union Budget of 2022-23 was presented on February 1, 2022, by the Minister for Finance &
Corporate Affairs, Ms. Nirmala Sitharaman. The budget had four priorities PM GatiShakti,
Inclusive Development, Productivity Enhancement and Investment, and Financing of
Investments. In the Union Budget 2022-23, effective capital expenditure is expected to increase
by 27% at Rs. 10.68 lakh crore (US$ 142.93 billion) to boost the economy. This will be 4.1% of the
total Gross Domestic Production (GDP).
➢ Under PM GatiShakti Master Plan, the National Highway Network will develop 25,000 km of new
highways network, which will be worth Rs. 20,000 crore (US$ 2.67 billion). In 2022-23. Increased
government expenditure is expected to attract private investments, with a production-linked
incentive scheme providing excellent opportunities. Consistently proactive, graded, and
measured policy support is anticipated to boost the Indian economy.
➢ In February 2022, Minister for Finance and Corporate Affairs Ms. Nirmala Sitharaman said that
productivity linked incentive (PLI) schemes would be extended to 14 sectors to achieve the

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 mission of AtmaNirbhar Bharat and create 60 lakh jobs with an additional production capacity of
Rs. 30 lakh crore (US$ 401.49 billion) in the next five years.
➢ In the Union Budget of 2022-23, the government announced funding for the production linked
incentive (PLI) scheme for domestic solar cells and module manufacturing of Rs. 24,000 crore
(US$ 3.21 billion).
➢ In the Union Budget of 2022-23, the government announced a production linked incentive (PLI)
scheme for Bulk Drugs which was an investment of Rs. 2500 crore (US$ 334.60 million).
➢ In the Union Budget of 2022, Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman
announced that a scheme for design-led manufacturing in 5G would be launched as part of the
PLI scheme.
➢ In September 2021, Union Cabinet approved major reforms in the telecom sector, which are
expected to boost employment, growth, competition, and consumer interests. Key reforms
include rationalization of adjusted gross revenue, rationalization of bank guarantees (BGs), and
encouragement of spectrum sharing.
➢ In the Union Budget of 2022-23, the government has allocated Rs. 44,720 crore (US$ 5.98 billion)
to Bharat Sanchar Nigam Limited (BSNL) for capital investments in the 4G spectrum.
➢ Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman allocated Rs. 650 crore (US$
86.69 million) for the Deep Ocean mission that seeks to explore vast marine living and non-living
resources. Department of Space (DoS) has got Rs. 13,700 crore (US$ 1.83 billion) in 2022-23 for
several key space missions like Gaganyaan, Chandrayaan-3, and Aditya L-1 (sun).
➢ In May 2021, the government approved the production linked incentive (PLI) scheme for
manufacturing advanced chemistry cell (ACC) batteries at an estimated outlay of Rs. 18,100 crore
(US$ 2.44 billion); this move is expected to attract domestic and foreign investments worth Rs.
45,000 crore (US$ 6.07 billion).
➢ Minister for Finance & Corporate Affairs Ms Nirmala Sitharaman announced in the Union Budget
of 2022-23 that the Reserve Bank of India (RBI) would issue Digital Rupee using blockchain and
other technologies.
➢ In the Union Budget of 2022-23, Railway got an investment of Rs. 2.38 lakh crore (US$ 31.88
billion) and over 400 new high-speed trains were announced. The concept of "One Station, One
Product" was also introduced.
➢ To boost competitiveness, Budget 2022-23 has announced reforming the 16-year-old Special
Economic Zone (SEZ) act.
➢ In June 2021, the RBI (Reserve Bank of India) announced that the investment limit for FPI (foreign
portfolio investors) in the State Development Loans (SDLs) and government securities (G-secs)
would persist unaffected at 2% and 6%, respectively, in FY22.
➢ In November 2020, the Government of India announced Rs. 2.65 lakh crore (US$ 36 billion)
stimulus package to generate job opportunities and provide liquidity support to various sectors
such as tourism, aviation, construction, and housing. Also, India's cabinet approved the
production-linked incentives (PLI) scheme to provide ~Rs. 2 trillion (US$ 27 billion) over five years
to create jobs and boost production in the country.
➢ Numerous foreign companies are setting up their facilities in India on account of various
Government initiatives like Make in India and Digital India. Prime Minister of India Mr. Narendra
Modi launched the Make in India initiative with an aim to boost the country's manufacturing
sector and increase the purchasing power of an average Indian consumer, which would further
drive demand and spur development, thus benefiting investors. The Government of India, under
its Make in India initiative, is trying to boost the contribution made by the manufacturing sector
with an aim to take it to 25% of the GDP from the current 17%. Besides, the government has also
come up with the Digital India initiative, which focuses on three core components: the creation
of digital infrastructure, delivering services digitally, and increasing digital literacy.
➢ On January 29, 2022, the National Asset Reconstruction Company Ltd (NARCL) will acquire bad
loans worth up to Rs. 50,000 crore (US$ 6.69 billion) about 15 accounts by March 31, 2022. India
Debt Resolution Co. Ltd (IDRCL) will control the resolution process. This will clean up India's
financial system and help fuel liquidity and boost the Indian economy.

Page 148 of 472

➢ National Bank for Financing Infrastructure and Development (NaBFID) is a bank that will provide
non-recourse infrastructure financing and is expected to support projects from the first quarter
of FY2022-23; it is expected to raise Rs. 4 lakh crore (US$ 53.58 billion) in the next three years.
➢ By November 1, 2021, India and the United Kingdom hope to begin negotiations on a free trade
agreement. The proposed FTA between these two countries is likely to unlock business
opportunities and generate jobs. Both sides have renewed their commitment to boost trade in a
manner that benefits all.
➢ In August 2021, Prime Minister Mr. Narendra Modi announced an initiative to start a national
mission to reach the US$ 400 billion merchandise export target by FY22.
➢ In August 2021, Prime Minister Mr. Narendra Modi launched a digital payment solution, e-RUPI,
a contactless and cashless instrument for digital payments.
➢ In April 2021, Dr. Ahmed Abdul Rahman AlBanna, Ambassador of the UAE to India and Founding
Patron of IFIICC, stated that trilateral trade between India, the UAE and Israel is expected to reach
US$ 110 billion by 2030.
➢ India is expected to attract investment of around US$ 100 billion in developing the oil and gas
infrastructure during 2019-23.
➢ The Government of India is expected to increase public health spending to 2.5% of the GDP by
2025.

(Source: [Link]

ROAD AHEAD
In the second quarter of FY 2022-23, the growth momentum of the first quarter was sustained, and
high-frequency indicators (HFIs) performed well in July and August of 2022. India's comparatively
strong position in the external sector reflects the country's generally positive outlook for economic
growth and rising employment rates. India ranked fifth in foreign direct investment inflows among the
developed and developing nations listed for the first quarter of 2022.

India's economic story during the first half of the current financial year highlighted the unwavering
support the government gave to its capital expenditure, which, in FY 2022–23 (until August 2022),
stood 46.8% higher than the same period last year. The ratio of revenue expenditure to capital outlay
decreased from 6.4 in the previous year to 4.5 in the current year, signalling a clear change in favour
of higher-quality spending. Stronger revenue generation as a result of improved tax compliance,
increased profitability of the company, and increasing economic activity also contributed to rising
capital spending levels.

Despite the continued global slowdown, India's exports climbed at the second highest rate this
quarter. With a reduction in port congestion, supply networks are being restored. The CPI-C and WPI
inflation reduction from April 2022 already reflects the impact. In August 2022, CPI-C inflation was
7.0%, down from 7.8% in April 2022. Similarly, WPI inflation has decreased from 15.4% in April 2022
to 12.4% in August 2022. With a proactive set of administrative actions by the government, flexible
monetary policy, and a softening of global commodity prices and supply-chain bottlenecks,
inflationary pressures in India look to be on the decline overall.

(Source: [Link]

FLEXIBLE PACKAGING INDUSTRY

GLOBAL MARKET
The global flexible packaging market was valued at $68.5 billion in 2021, and is projected to reach
$102.8 billion by 2031, growing at a CAGR of 4.2% from 2021 to 2031.

The finest characteristics of plastics and films are combined in flexible packaging. Such versatile
packaging supplies functional solution that requires minimal production costs. From consumer goods

Page 149 of 472

to electronics and cosmetics to medical supplies, flexible packaging is an important component in the
supply chain of many industries and products. Flexible packaging adds value and marketability of both
food and non-food products by combining the finest qualities of plastic, film, paper, and aluminum
foil to provide a wide range of protective properties with the least amount of material.

Flexible plastic packaging uses a variety of plastic materials for the packaging of wide range of
products. The type of material used in packaging depends upon the application and type of product
to be packaged. Flexible plastic packaging typically uses plastic materials including polyethylene,
polypropylene, polystyrene, and polyvinyl chloride. Flexible packaging is the most efficient and cost-
effective approach for preserving, distributing, and packaging food products, beverages,
pharmaceuticals, and a variety of consumables.

Increase in demand for snack and convenience food in small or single size portions fuels the growth
of the flexible packaging market. The packaging industry is moving toward flexible packaging, owing
to its multi-fold energy and environmental advantages. Moreover, growing concerns regarding the
use of bio-degradable plastics for flexible packaging and its impact on the environment have also
driven manufacturers to develop sustainable packaging options that are safe and secure. In order to
reduce the cost pressure and maintain the integrity of product packages, manufacturers are
considering sustainable packaging solutions that require fewer materials and energy to manufacture
a package, reduce transportation expenses, and offer extended shelf-life to the product. Flexible
packaging prevents moisture to enter in the packages and prevents corrosion. These advantages of
flexible packaging will drive the market growth during the forecast period. However, recycling of
plastic packaging waste is a complex process that requires state-of-the-art infrastructural facilities. It
is a time-consuming process that needs personnel expertise. This may hamper the growth of the
flexible packaging market.

Asia-Pacific is home to the world's largest working population. The need for packaging has been
increasing as a result of growth in population, rise in income levels, urbanization, change in lifestyles,
increase in internet penetration, and surge in development of the economy.

Aspects Details

• Paperboard
• Plastic
• Aluminium Foil
o Food & Beverage
o Dried Mixed
o Condiments
o Baker and Confectionery
o Meat
o Dairy
o Milk Powder
o Others
• PET Film
By Material
o Metalized PET Film
o Food & Beverages
o Meat
o Vegetables and Fruits
o Carbonated Beverages
o Shelf Stable Food
o Dried Mixed
o Others
• Inorganic Coated PET Film
o Food & Beverage
• Bakery and Confectionery
• Condiments

Page 150 of 472

 Aspects Details

• Frozen Food
• Aerated Beverages
• Others

• Stand-up Pouch
By Packaging type • Films
• Bag-in-Box

• Food & Beverage

o Juices and Aerated Beverages
o Bakery and Confectionery
o Dried Mixed
o Condiments
o Meat
o Frozen Food
By End-use industry o Spices
o Others
• Personal Care
• Pharmaceutical
• Household Care
• Industrial
• Others

• North America (U.S., Canada, Mexico)

• Europe (Germany, France, Spain, Italy, UK, Rest of Europe)
By Region • Asia-Pacific (China, Japan, India, South Korea, Australia, Rest of Asia-
Pacific)
• LAMEA (Brazil, South Africa, Saudi Arabia, Rest of LAMEA)

• Berry Global Inc.

• Amcor Plc
• FlexPak Services LLC
• Mondi Group
• Sealed Air Corporation
KEY MARKET PLAYERS
• Constantia Flexibles
• Transcontinental Inc.
• Coveris Holding SA
• Huhtamaki
• Sonoco

(Source: [Link]

PACKAGING FILM INDUSTRY

Page 151 of 472

The packaging film market is expected to witness a CAGR of 6% over the forecast period. The
disposable income of consumers, urbanization and the demand for packaged food are the factors
attributed to the growth of the market in emerging countries.

Plastic film is a continuous sheet of thin polymer material. "Sheet" is a common term for thicker plastic
material. These delicate plastic membranes are employed as barriers, to retain objects, to divide
spaces or volumes, and as printable surfaces.
• The growing e-commerce market and surge in demand for consumer goods and health products
are driving demand for packaging films. Further, the rise in food delivery services due to
maintaining hygiene and increasing investment in food delivery sectors post-pandemic are
essential factors supporting the market's growth.
• Furthermore, the rising demand from the retail sector for the extended shelf life of packaged
products and the consumers' demand for convenience products are augmenting the sales of
packaging films in the retail industry.
• The rapidly growing usage of films in food packaging is significantly contributing to the growth of
the packaging film market. This can be attributed to the increasing trend of down-gauging, which
has supported the shift from rigid to flexible packaging. A strong focus on extending product shelf
life and reducing packaging material waste, combined with a growing preference for packaged
fresh foods such as fruits, meat, vegetables, and seafood, have increased demand for packaging
films.
• However, the volatility of raw material prices, the ongoing drive for sustainability which includes
replacing plastic-based packaging products with biodegradable materials, and mandates of using
PCR (post-consumer recycled) plastics in response to growing environmental concerns are some
of the major factors hampering the market growth.
• The COVID-19 pandemic has led to a significant increase in the demand for film packaging. The
market experienced a marked increase in need through the rise in online shopping and food
takeaway, which has led to an upsurge in the amount of packaging film usage. At the same time,
the accelerated shift towards e-commerce resulted in a permanent plateau in production.
Further, the Russia-Ukraine war has an impact on the overall packaging ecosystem.

(Source: [Link]

PACKAGING FILM MARKET TRENDS

This section covers the major market trends shaping the Packaging Film Market according to our
research experts:
➢ A Surge in E-commerce Business has Fueled Demand for Packaging
• Because of COVID-19, there has been a renewed interest in packaging hygiene due to
increased safety concerns. Furthermore, the period saw an increase in e-commerce, which
increased the demand for well-designed and functional packaging films that are both
sustainable and hygienic.
• With the massive growth in online ordering, packaging film has gained popularity in the e-
commerce market due to its discreet characteristics, which include being thicker than
traditional clear shrink films to ensure durability and performance while keeping the
contents of shipment private and having higher tear strength.
• Shrink films are widely used for wrapping food packaging products in the e-commerce sector
owing to their benefits, such as optimal shelf life and better oxygen transmission rates. With
the demand for shrink film from the rapidly growing food industry, manufacturers are
focusing on expanding their capacity to cater to this significant demand. For instance, In
January 2022, IPG expanded its North American shrink film production by acquiring a new
film plant in Everetts, NC, which allowed the company to expand its production capacity and
product types.
• The retail sector has witnessed strong growth due to changing lifestyles and rising disposable
income. The emergence of online delivery services has shifted people's shopping habits from
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 traditional to e-commerce in the countries like Thailand. Modern retail stores such as
supermarkets, hypermarkets, and convenience stores have also risen significantly. Thailand's
retail sales, including online and in-store purchases, have increased dramatically in the past
few years.

(Source: [Link]

➢ Asia-Pacific and Europe Contribute to Healthy Growth Rate over the Forecast Period
• China is expected to account for the largest market share in the packaging films market of
the Asia Pacific region, majorly due to its large middle-class population, increasing disposable
incomes, and high demand for packaged food and pharmaceutical products. The increasing
pharmaceutical production in the region is significantly driving the growth of the packaging
film market in the region.
• The e-commerce sector's growing presence in Southeast Asian nations such as Thailand is
paving the way for packaging film in the region. Moreover, custom-made packaging films
and wraps are required for industrial applications involving industrial powders, granular
chemicals, lubricants, agricultural products, and other materials, which cater to market
growth.
• There have been various expansion activities by companies in the market to enhance their
geographical presence and position. For instance, in December 2021, PTL launched a BOPP
line in Indonesia as a part of its Southeast Asia expansion plans. With the start-up of the new
BOPP film line, a 10.6-meter line, the company aims to further strengthen the cost-
effectiveness of the operations in Indonesia due to economies of scale and improve its
industry positioning in the geography.
• The growing popularity of ready-to-eat meals that require safe packaging in the Asia Pacific
and the growth of the food and beverage industries create a significant demand for high-
quality and cost-effective packaging such as Cling films made of polyvinyl chloride (PVC) is a
sustainable option for fresh food packing.

(Source: [Link]

➢ Packaging Film Market Global News

• August 2022: TIPA Ltd and Aquapak collaborated to develop new compostable film solutions.
This collaboration involved TIPA Ltd using Aquapak'swater-soluble polymer technology to
deliver high-barrier and polyvinylidene dichloride (PVDC)-free compostable films for
packaging.

Page 153 of 472

 • June 2022: Pregis, the producer of protective packaging solutions, announced that it would
invest more than EUR 10 million (USD 10.6 million) in multilayer PE film technology and
manufacturing tools at its location in Heerlen, Netherlands. With this investment, Pregiscan
continues to provide the packaging industry with cutting-edge sustainable solutions.
Utilizing the Pregis Air Speed inflatable systems for void fill and Hybrid Cushioning "HC"
performance packaging solutions, the new extrusion technology will enable Pregisto to
create and produce high-yield "thin" PE film with exceptional performance.
• February 2022: To lessen reliance on virgin plastics and satisfy upcoming UK Plastic
Packaging Tax requirements, one of the prominent sustainable packaging firms, Coveris,
launched a variety of lightweight, next-generation stretch films with a minimum of 30%
recycled content. The films are the most recent in a recent line of recycled product
breakthroughs that also assist the businesses' objective of zero net waste. They were
developed at Coveris' cutting-edge extrusion factory and Film Science Lab in Winsford.
(Source: [Link]
• June 2023: Cushioning "HC" performance packaging solutions, the new extrusion technology
will enable Pregisto to create and produce high-yield "thin" PE film with exceptional
performance.
• Made with Waddington's revolutionary MONOAIR™ cushion technology, the new 100%
mono-material punnets are now available in large rectangular (WE80), square (WE62) and
standard rectangular (WE37) versions.
(Source:[Link]
[Link])

• June 2023: Hilex®, a Novolex® brand, announced today new options for its
popular ProWAVE® Tote, a recyclable, reusable tote bag that simplifies deliveries and carry-
out for supermarkets, restaurants, retailers and their customers.

(Source:[Link]
[Link])

RUSSIA – UKRAINE WAR IMPACT ON PLASTIC SHEET

The global plastic films and sheets market is expected to grow from $73.34 billion in 2021 to $77.98
billion in 2022 at a compound annual growth rate (CAGR) of 6.3%. The Russia-Ukraine war disrupted
the chances of global economic recovery from the COVID-19 pandemic, at least in the short term. The
war between these two countries has led to economic sanctions on multiple countries, surge in
commodity prices, and supply chain disruptions, effecting many every market across the globe. The
market is expected to grow to $96.37 billion in 2026 at a CAGR of 5.4%.

The plastic films and sheets market consists of sales of plastic films and sheets by entities
(organizations, sole traders, and partnerships) that are used by various industries as these sheets are
environmentally friendly, multi-purpose plastic material, wrinkle and weather resistant, reusable,
durable in nature, and recyclable. Plastic films and sheets refer to a continuous form of plastic material
that is thin and wound on a core, or cut into sheets.

(Source: [Link]
[Link])

Page 154 of 472

DOMESTIC MARKET
Indian plastic industry market is one of the leading sectors in the country’s economy. The history of
the plastic industry in India dates to 1957 with the production of polystyrene. Since then, the industry
has made substantial progress and has grown rapidly. The industry is present across the country and
has more than 2,000 exporters. It employs more than
4 million people in the country and constitutes
30,000 processing units; among these, 85-90%
belong to small and medium enterprises. India
manufactures various products such as plastics and
linoleum, houseware products, cordage, fishnets,
floorcoverings, medical items, packaging items,
plastic films, pipes, raw material, etc. The country
majorly exports plastic raw materials, films, sheets,
woven sacks, fabrics, and tarpaulin. The Government
of India intends to take the plastic industry from a
current level of Rs. 3 lakh crore (US$ 37.8 billion) of
economic activity to Rs. 10 lakh crore (US$ 126
billion) in four-five years.
10 Plastic Parks have been approved in the country by The Department of Chemicals and
Petrochemicals. Among these, six plastic parks have received final approval from the following states
– Madhya Pradesh (two parks), Assam (one park), Tamil Nadu (one park), Odisha (one park), and
Jharkhand (one park). These parks are intended to boost employment and attain environmentally
sustainable growth.

(Source: [Link]

EXPORT TREND
During April 2022-February 2023, India’s plastic
exports stood at US$ 10.9 billion. During this time
period, the exports of writing instruments and
stationery, medical items, and plastic pipes and
fittings increased by 25.0%, 19.1%, and 2.8% over
the same time last year, respectively. In February
2023, the exports of human hair and related
products witnessed a growth of 79.9%.

The cumulative exports of plastics and related

materials during 2021-22 were valued at US$ 13.35
billion. This was a 35.4% increase from the 2020-21
exports valued at US$ 9.86 billion. Plastic raw materials were the largest exported category and
constituted 31.7% of the total exports in 2021-22; it recorded a growth of 26.55% over the previous
year. Plastic films and sheets were the second largest category, comprised 15.24% of the total exports,
and grew 32.62% over the previous year.

In In May 2022, the exports of plastics and linoleum from India were valued at US$ 1.07 billion. During
the same period, medical items of plastics; plastic films & sheets; plastic pipes & fittings; FRP &
composites; packaging items; cordage fishnets & monofilaments; and miscellaneous products
recorded strong growth. The cumulative exports for April-May 2022 grew 2.6% year-on-year (YoY) to
US$ 2.17 billion.

(Source: [Link]

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EXPORT DESTINATIONS
India exports plastic to more than 200 countries in the world. The top five consumer and houseware
product importing countries are USA, Germany Japan, the UK, and France. India largely exports plastic
and related products to the USA, China, UAE, Germany, Italy, the UK, Bangladesh, Nepal, Turkey,
France, Vietnam, Indonesia, etc. The total value of exports to the US, the largest consumer of the
Indian plastic industry, stood at US$ 2.43 billion in 2021-22, an increase of 63.6% YoY. China is the
second largest consumer of plastic export products from India and the total value of exports stood at
US$ 883.49 million. US and China constituted
18.21%, and 6.62%, of the total plastic exports in
2021-22.

The total plastic exports from India to France

during 2021-22 was around US$ 224.9 million. In
order to boost exports to France and Europe, the
PLEXCONCIL collaborated with Indo-French
Chamber in the first quarter of 2021-22. The
Minister for Commerce and Industry, Mr. Piyush
Goyal, recently urged the industry to adopt
international standards to help it expand its global
footprint. India has recently signed a free-trade
agreement with UAE and Australia, which will give
the plastics industry new opportunities.

(Source: [Link]

GOVERNMENT INITIATIVES
The Union Ministry of Commerce and Industry of India targets to increase the plastic exports of the
country to US$ 25 billion by 2025. There are multiple plastic parks are being set up in the country in a
phased manner that will help improve the plastic manufacturing outputs of the country. Under the
plastic park schemes, funds of up to 50% of the project costs or a ceiling cost of Rs. 40 crore (US$ 5
million) per project.

Government initiatives like “Digital India”, “Make in India”, and “Skill India” will also boost India’s
Plastic industry. For instance, under the “Digital India” program, the government aims to reduce the
import dependence of products from other countries, which will lift the local plastic part
manufacturers.

The government also launched a program for building Centres of Excellence (CoEs) to develop the
existing petrochemical technology and promote the research environment pertaining to the sector in
the country. This will aid in promoting and developing new applications of polymers and plastics in the
country. Additionally, about 23 Central Institute of Plastics Engineering & Technology (CIPET) have
been approved to accelerate financial and technological collaboration for promoting skills in chemicals
and petrochemicals sector.

(Source: [Link]

GOVERNING BODY
The Plastic Export Promotion Council (PLEXCONCIL) - PLEXCONCIL was established by the Ministry of
Commerce and Industry in 1955. The main objective of this non-profitable organization is to showcase
India as a reliable supplier of high-quality products. PLEXCONCIL is the apex body of the plastics
industry in the country and represents more than 2,500 exporters who manufacture and trade plastics
products ranging from plastic raw materials to semi-finished and finished items.

(Source: [Link]

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PLASTIC PACKAGING INDUSTRY - INDIA

The India Plastic Packaging Market is predicted to grow at a CAGR of 2.5% in the projected timeframe.
The growing preference for convenience and portability packaging continues to be a significant driver
of rigid plastics in food packaging. Also, the need for comfort, portability, and tensile strength remains
crucial for rigid plastics usage in the cosmetics & toiletries industry.
• Flexible packaging accounts for more than 60% of the market and is mainly used for food,
according to the Flexible Packaging Association. Since flexible packaging can offer solutions to
various packaging problems, the demand for flexible packaging is expanding. According to IBEF,
India's grocery and food market are the sixth-largest in the world, with 70% of sales coming from
retail. Also, food processing accounted for 32% of India's total food market and was rated fifth in
production, consumption, and export. It would propel the demand for flexible plastic in
packaging.
• The need for e-commerce packaging is developing in India due to the country's expanding
economy, growing middle class, changing lifestyles, and increasing population. The India Brand
Equity Foundation predicts that by 2026, the country's e-commerce market will reach USD 200
billion. The boom in internet and smartphone use is also driving the majority of the industry's
growth.
• Also, in July 2021, DRDO collaborated with Acharya Nagarjuna University, and Ecolastic Private
Limited introduced environmentally-friendly packaging products made from natural and plant-
based food-grade materials to eliminate single-use plastic. These bags are sustainable, cost-
effective, and ocean-safe alternatives to single-use plastics, unlike traditional polyethylene bags
created from petrochemicals, which are hazardous to the environment and take years to
degrade.
• According to Union Environment Minister Prakash Javadekar, India is also making every effort to
secure a comprehensive ban on single-use plastic by 2022, as Prime Minister Narendra Modi
envisioned. The nation started the Plastic Hackathon 2021 campaign to raise awareness of single-
use plastics in June 2021, anticipating it hindering the market growth.
• Due to the COVID-19 outbreak, the nutritional drinks and healthy food demand increased
exponentially. The majority of these products are packaged with single-use plastic. The orders
were so huge globally that the manufacturers and packaging companies in the field expanded
their facilities, which most governments supported. Further, the Russia-Ukraine war also
impacted the overall packaging ecosystem.

(Source: [Link]

INDIA PLASTIC PACKAGING INDUSTRY SEGMENTS

Packaging provides a protective and informative covering while protecting the product during material
handling, storage, and movement and providing information about the package's content. The market
study tracks the demand for packaging through the revenue derived from selling plastic packaging,
both rigid and flexible. The study also follows the effects of regulations and market drivers on growth
and factors hindering market growth. The India Plastic Packaging Market is segmented by packaging
type (rigid plastic and flexible plastic), end-user (food, beverage, healthcare, personal care, household,
and other end-user types), and products (bottles, cans, jars, pouches, trays, containers, bags, films,
wraps, and other product types). The market sizes and forecasts are provided in value (USD million)
for all the above segments.

(Source: [Link]

Page 157 of 472

INDIA PLASTIC PACKAGING MARKET TRENDS
This section covers the major market trends shaping the India Plastic Packaging Market according to
our research experts:
➢ Growing E-commerce Industry is Expected to Drive Growth
• Over the past years, the e-commerce industry in India is growing significantly. According to
projections, the Indian e-commerce market will increase to USD 200 billion by 2026 from
USD 38.5 billion in 2017. Increased internet and smartphone use and the nation's continuing
digital transformation are anticipated to fuel this rise. The e-commerce sector briefly fell
after India closed down in March 2020, but things started to pick up after the uplifting of
restrictions. The number of online orders placed through marketplaces and direct brand
websites increased by 130% overall.
• Also, amid the e-commerce boom, one of the fastest-growing sectors is the Indian packaging
business, which is expanding rapidly. The Indian Institute of Packaging (IIP) estimates that
India's per-person annual packaging usage grew by 200% in the last ten years, from 4.3 kg to
8.6 kg.
• Additionally, during the pandemic, the Indian e-commerce industry witnessed significant
growth in online order volume due to the restrictions imposed on the people movement and
the shutdown of physical stores. For instance, according to Flipkart, the Indian e-retail
market saw a 25% growth in FY21 despite the two-month national lockdown and multiple
prolonged disruptions in regional pockets over the year.
• Moreover, recycling became a significant factor for businesses that make perfume, skincare,
and cosmetics. An agreement to produce and market polyethylene (PE) film solutions
derived from post-consumer recycled (PCR) plastics in India was signed in February 2021 by
Dow Packaging and Specialty Plastics (P&SP) and Lucro Plastecycle, an Indian recycling
company. This agreement expands the Asia-Pacific region's overall circularity portfolio and
provides a closed-loop packaging solution to assist India in creating a circular economy.
• Furthermore, people across the country are increasingly buying online groceries, food items,
and daily essentials while also purchasing merchandise online. Such trends are anticipated
to boost the demand for recycled plastic, as the e-commerce and retail industry is one of the
country's significant flexible packaging solution adopters. E-commerce players such as
Amazon and sellers across the country adopted recyclable plastic packaging, which includes
recycled plastic bags. Also, the increasing number of online shoppers in India is anticipated
to support market growth. For instance, according to The Hindu, the number of online
shoppers in India increased from 110 million in 2018 to 190 million in 2021.

(Source: [Link]

INDIA PLASTIC PACKAGING MARKET NEWS

• December 2022: India launched the Plastics Pact, the first-of-its-kind initiative in Asia, to ensure
the effective recycling of plastic packaging with the support of stakeholders. By 2030, this pact
aims for 100% plastic packaging to be reusable or recyclable in India.

Page 158 of 472

• August 2022: Supple Pack, previously known as National Vinyl industries, was listed among India's
top 10 packaging companies by Industry Outlook. It manufactures bottles/cans ranging from 5 ml
to 75 l through the Extrusion Blow Moulding Process. Also, the company is one of the leading
companies in manufacturing a wide range of caps and closures, including flip-top caps
manufactured using high cavitation molds that come with full hot-runner and in-mold closing
systems. The company includes a strong foothold in manufacturing retortable PP bottles. “To
complement its high volume production of caps and closures, the company plans to venture into
the single-stage stretch blowing technology to help it capture the high volume market of pharma
bottles.”
(Source: [Link]

BOPP FILMS MARKET-INDIA

The Indian BOPP films market is expected to witness a
CAGR of 5% during the forecast period (2021-2026). The
market trend is predicted to gain traction in the anticipated
years due to the fact that BOPP films are more flexible and
enable faster packaging with advanced sealing properties,
compared to other packaging materials. This has pushed
manufacturers to come up with new techniques pertaining
to the manufacturing of BOPP films to serve the demand of
various industries.
• BOPP films offer excellent moisture barrier, and the
metalized variant provides a better oxygen barrier.
These properties of BOPP films play a crucial role in food packaging to extend the shelf life of
products, thereby reducing food waste. Apart from the barrier properties, BOPP films provide
consistent seal integrity because of narrow gauge spread. Good heat seal strength, broad sealing
window lower seal initiation temperature, and good machinability further enhance their utility in
the food packaging industry for protecting food quality.
• One of the primary factors that will lead to the growth of BOPP films use is their relatively low
carbon footprint compared to other plastic films. Because of its low melting point, BOPP films
require lower energy to get converted from one form to another. Further, BOPP film is part of
the wider polyolefin chemical family, which means it can be laminated with polyethylene film and
still widely accepted in the recycling waste stream. In many applications, the consumption of
BOPP film has benefitted from the sustainability drive at the expense of other polymers.
• With the recent outbreak of COVID-19, the pouch packaging manufacturers are facing supply
chain disruption along with decreasing manufacturing at the site in many parts of the world. To
ensure the smooth flow of supply chain, much Global food safety initiative (GFSI) certification
programs are providing six-month certificate extensions by conducting a remote audit and risk
assessment pertaining to COVID-19 such that the company can approve a new supplier location
without an on-site audit to meet the demand.
• Moreover, the outbreak will see the spur of flexible packaging uses across the country. India has
very low consumption per capita of flexible packaging for fresh and processed meat and seafood,
compared to Japan, the United States, and Western Europe. But the usage has been increased
due to several advantages offered by flexible packaging solutions, such as live on-site butchering,
including improved sterilization, tracing and recall, and extended shelf life.

Biaxially Oriented Polypropylene Films (BOPP films) are manufactured by stretching the polypropylene
films. These films are widely used in applications, such as packaging, labeling, and lamination. BOPP
films are considered to be the barrier films substrate for food packaging, offering inherent moisture
barrier properties, sealability, high clarity, and graphic reproduction and shelf appear. The study of
the market has considered the wide range of applications of BOPP films in flexible packaging and
industrial usages.

Page 159 of 472

Growing Demand for Packaged Food to Drive the Market Growth
• The packaged food or ready to eat food is one of the fastest-growing segments, especially in
urban centers. The fast-paced life in urban cities and the steep rise in income and the standard
of living is leading to the increasing use of packaged food.
• According to the IBEF, the Indian food and grocery market is the world’s sixth-largest, with retail
contributing 70% of the sales. The Indian food processing industry accounts for 32% of the
country’s total food market, one of the largest industries in India, and is ranked fifth in terms of
production, consumption, export, and expected growth. Also, according to the data provided by
the Department of Industrial Policies and Promotion (DIPP), the food processing sector in India
received around USD 7.54 billion worth of foreign direct investment (FDI) during April 2000-
March 2019.
• Moreover, companies are investing in the Indian food market. For instance, Cargill Inc., a US-
based food company, aims to double its branded consumer business in India by the end of 2020,
by doubling its retail reach to about 800,000 outlets and increasing market share to become a
national leader in the sunflower oil category, which will help the company be among the top three
leading brands in India.

(Source: [Link]

Industrial Application of BOPP to Grow Significantly

• BOPP film is part of the wider polyolefin chemical family, which means it can be laminated with
polyethylene film, and still be widely accepted in the recycling waste stream. In many
applications, the consumption of BOPP film has benefitted from the sustainability drive at the
expense of other polymers. Also, when organoclay and nanocomposite materials are blended
with BOPP, their barrier properties are enhanced. PVA (Poly (vinyl alcohol)) and MA (Maleic
Anhydride) are the most suitable materials for minimizing the oxygen permeability of the films.
• Due to the high growth rate in the Indian economy, the BOPP market in the country is witnessing
a high growth rate because of the surging development of the pharmaceutical, retail, cosmetic
industry apart from the food and beverage industry. The e-commerce sector has one of the
largest applications of BOPP self-adhesive tapes in the country, as it offers superior mechanical
and optical features.
• In India, owing to the low cost of production, the players are expanding their production
capacities to meet the increasing demand for BOPP. For instance, Cosmo films has announced
to increase its production capacity of BOPP to 0.035 million megatons, which is expected to be
commercialized by the end of 2020. Similarly, Jindal Polyfilms will increase its production
capacity to 0.044 million megatons.

(Source: [Link]

India BOPP Films Market Competitor Analysis

The Indian BOPP films market is moving towards the fragmented market, and its competitive rivalry is
increasing because of the increasing presence of many players running their business in national and
international boundaries, as the market is changing in the direction of substituting the materials, such
as cellophane, waxing paper, and aluminum foils, by means of BOPP films because it functions
exceptional closing.
• October 2019 - Nahar Polyfilms announced the expansion plan of the BOPP film plant with a
capacity of 30 M.T with an investment of over INR 264 crores, which reportedly will be funded
through internal accruals and Term Loan from banks. With this expansion, the total capacity of
this facility will reach 60,000 M.T.
• October 2019 - UFlex Limited launched a cutting-edge packaging solution called ‘Asepto Eye’ for
the beverages segment. This is a ripple concave lens and single-lens technology that gives 3D
effects on the aseptic packs.

(Source: [Link]

Page 160 of 472

PLASTIC GRANULES MARKET- INDIA
Polypropylene is a thermoplastic polymer that is made of a
combination of propylene monomers. It has excellent
antistatic properties with excellent flow behavior. It
combines improved aesthetics of all finished material with
low heat processing. This material is used in various
applications such as packaging of consumer products,
textiles, special devices such as hinges, and plastic parts for
various industries such as automobiles and more. Plastic
granules that are fabricated using high-end products and
its end products are used to create many more products
like tables, chairs, toys, and more.

HDPE is made under controlled conditions by applying heat to petroleum, and it helps create ethylene
gas. HDPE is used to create containers for milk, shampoos, detergents, motor oil, and many more, and
its granules help make bottles, pipes, household products, films, etc.

(Source:[Link]
e+granules)

• As per Volza’s India Export data, Plastic granule export shipments from India stood at 20.7K,
exported by 998 India Exporters to 2,402 Buyers.
• India exports most of it's Plastic granule to United States, Greece and Nepal and is the 2nd largest
exporter of Plastic granule in the World.
• Top 3 Product Categories of Plastic granule Exports from India are
o HSN Code 39232990 : 39232990
o HSN Code 96151100 : 96151100
o HSN Code 39232100 : 39232100
These facts are updated till 23 May 2023, and are based on Volza's India Export data of Plastic granule,
sourced from 70 countries export import shipments with names of buyers, suppliers, top decision
maker's contact information like phone, email and LinkedIn profiles.

(Source: [Link]

INK MARKET-INDIA
India has emerged as one of the largest consumers and producers of
inks in the Asia Pacific region. An ever increasing middle-class has
propelled the ink usage in most of the sub-segments of the industry.

However, COVID-19 has slackened the pace of growth in some of the

key sub-segments of ink industry during the last 16 months. Ink
World presents an overview of the Indian ink industry and impact of
COVID-19 on the industry.

Overview of the Indian Ink Industry

Catered by nearly all the multinational ink producers and an increasing

number of domestic ink producers, the Indian ink industry has
registered steady growth rates during last few (barring the year 2020) years. Along with multinational
ink producers, domestic ink producers have started to invest in capacity and capability expansions in
recent years. However, the ongoing COVID crisis has been a big dampener for some of the sub-
segments of the ink industry. Like the rest of the global ink industry, 2020 was a year fraught with

Page 161 of 472

multiple challenges for the Indian ink industry and producers. Most of the industry stakeholders are
unanimous that the overall volume of ink consumption suffered a decline of 3% to 4% in 2020.

Negative economic growth was the prime reason behind the decline in ink consumption in the country
in 2020. The Indian economy slowed down from its growth track on account of a stringent lockdown
imposed in March to prevent the spread of the COVID-19 pandemic. India’s GDP declined by 7.3% in
fiscal 2020-21, for the first time in four decades. However, the medium-term growth outlook is
expected to improve and record a growth rate of approximately 7.3% by 2025 on account of strong
macroeconomic fundamentals, including moderate inflation, the implementation of key structural
reforms and the improved fiscal and monetary policies.

COVID-19 has resulted in a mixed impact on different segments. Though all businesses were severely
impacted in the country during March-June 2020 due to increased demand of packaged food items,
the flexible packaging segment started to make a quick recovery after June 2020 and soon stabilized
at near pre-COVID-19 levels. Other packaging segments also recovered and came close to pre-COVID-
19 levels by the last quarter of 2020.

The publication inks business, however, has had the severest impact. The newspaper industry is still
below pre-COVID-19 levels due to the drop in advertising revenue and circulation.

Decline in volume in ink production and consumption is evident from the financial numbers of some
of the ink producers in the country. For example, in 2020, DIC India’s ink business (the company
operates in two segments, inks and lamination adhesives) registered total sales revenue of INR 5.491
billion, a drop of 24% against sales of INR 7.262 billion in 2019.

(Source: [Link]
india-967756/ )

MASTER BATCH MARKET-INDIA

India Master batch market was valued at US$ 1.07 Bn. in 2020 and is expected to reach US$ 2.22 Bn.
by 2027 at a CAGR of 11% during the forecast period.
The market is segmented by product, by polymer and by
end use. In terms of product, India Master batch Market is
divided into white, black and additive. Based on polymer,
India Master batch Market segmentation include
polyethylene, polypropylene and others. While packaging,
building & construction, automobile and other are end user
of India Master batch Market.

Increasing demand from industries such as packaging, healthcare, aerospace, electronics, automotive,
consumer goods, etc., are the factor driving growth of India master batch market. Expanding
manufacturing sector is expected to augment demand for master batch in India by 2027. Growing
demand from packaging and automotive industries in the country act as an opportunity for master
batch market. Use of biocompatible master batch for healthcare applications, nanoparticle-based
master batches is trending in the India master batches market. Launch of innovative high-performance
products and novel foam enhancement technology are the key development took place in the India
master batches market. Government schemes such as ‘Smart City Plan' and ‘Make in India' campaigns
are impelling growth to the India master batch market.

The packaging industry is forecasted to remain the major end user for master batch in India over the
forecast period. Increase in the trend of innovative and environmentally friendly packaging from food
& beverage and pharmaceutical sectors is expected to drive sales of master batch for manufacturing

Page 162 of 472

packaging materials in India. Automobile segment to gain growth owing to the manufacturing of
lightweight vehicle and trending composite material fabrication.

India Master batch Market, by State

• Maharashtra
• Uttar Pradesh
• Gujrat
• Rajasthan
• Delhi
• Other States

(Source: [Link]

ADHESIVES MARKET-INDIA
The India Adhesives Market is segmented by End User
Industry (Aerospace, Automotive, Building And
Construction, Footwear And Leather, Healthcare,
Packaging, Woodworking And Joinery) , by Technology (
Hot Melt, Reactive, Solvent-borne, UV Cured Adhesives,
Water-borne ) and by Resin ( Acrylic, Cyanoacrylate, Epoxy,
Polyurethane, Silicone, VAE/EVA )

➢ India Adhesives Market Analysis

The India Adhesives Market is projected to register a CAGR
of 7.54%
• Largest Segment by End User Industry - Packaging : The packaging industry is the dominant end-
user industry in the market owing to its widespread applications, including labels, tapes, carton
sealing and joining, labeling, and others.
• Fastest-growing Segment by End User Industry - Aerospace : The aerospace industry is expected
to be the fastest end-user segment in the market owing to the rapid expansion of general
aviation and military aviation in the domestic market.
• Largest Segment by Technology - Hot Melt : In India, hot melt adhesives gain the major market
share owing to their easy applicability, non-toxic, and fast curing process across several
industries.
• Largest Segment by Resin - Polyurethane : Polyurethane adhesives occupied the largest share
owing to their wide applications in building construction, woodworking, and automotive
industries, specifically for exterior applications.

➢ India Adhesives Market Trends

This section covers the major market trends shaping the India Adhesives Market according to our
research experts:
• Packaging is the largest segment by End User Industry.
• The consumption of adhesives in India has shown a downward trend in 2020 due to the impact
of COVID-19. The production was reduced by 9.94% in terms of value in the same year
compared to 2019. The lockdown in the country for nearly three months, due to which
production facilities were shut down, and raw material shortages are some of the major reasons
for the decline in adhesives consumption in India.
• Packaging is the fifth-largest industry in India's economy and one of the fastest-growing sectors
in the country. The sector is developing at a CAGR of 22% to 25%, according to the Packaging
Industry Association of India (PIAI). Over the last several years, the packaging industry has
played a vital role in driving technology and innovation growth in the country, as well as
delivering value to other manufacturing sectors like agriculture and FMCG. According to the
Indian Institute of Packaging (IIP), packaging consumption in India has surged 200% over the

Page 163 of 472

 last decade, reaching 8.6 kg per person per year in 2020 from 4.3 kilograms per person per year
in 2010.
• India is also a significant vehicle exporter, with high export growth expected in the near future.
Furthermore, various efforts by the Government of India and key automobile firms in the Indian
market are likely to propel India to the forefront of the two- and four-wheeler markets in the
coming periods. The Indian passenger vehicle market was valued at USD 32.70 billion in 2021,
and it is predicted to reach USD 54.84 billion by 2027, with a CAGR of more than 9% between
2022 and 2027. The electric vehicle (EV) industry in India is expected to reach USD 7.09 billion by
2025. This tends to increase the demand for adhesives.

(Source: [Link]
market#:~:text=India%20Adhesives%20Industry%20Overview,(sorted%20alphabetically).

ETHYL ACETATE MARKET-INDIA

The India ethyl acetate market size was valued at $432.0 million
in 2021, and is projected to reach $824.4 million by 2031,
growing at a CAGR of 6.7% from 2022 to 2031.

Ethyl acetate is a colorless, volatile, and flammable liquid with

a fruity odor. It is commonly used as a solvent in various
industries in India, including pharmaceuticals, paints and
coatings, printing inks, adhesives, and food flavorings.

One of the primary uses of ethyl acetate in India is in the

pharmaceutical industry. Ethyl acetate is used as a solvent in drug manufacturing processes,
particularly for the extraction of active pharmaceutical ingredients (APIs) from plants. India is a
significant producer of generic drugs, and the demand for ethyl acetate as a solvent is expected to
continue to grow as the Indian pharmaceutical industry expands.

In the paints and coatings industry, ethyl acetate is used as a solvent for nitrocellulose lacquers, acrylic
lacquers, and other coating systems. The growth of the Indian construction industry has led to an
increase in demand for paints and coatings, which in turn has boosted the demand for ethyl acetate
as a solvent. The printing industry in India also uses ethyl acetate as a solvent for inks. Ethyl acetate-
based inks are fast-drying and produce high-quality prints, making them ideal for printing on a variety
of surfaces, including paper, plastic, and metal.

India ethyl acetate market, by application

On the basis of application, the process solvents segment dominated the India ethyl acetate market
in 2021. In the manufacturing of pharmaceutical and cosmetic goods, ethyl acetate is used as a process
solvent. It is especially helpful when removing natural goods like essential oils from plant-based
materials. The creation of flavors and aromas involves the use of process solvents. When

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decaffeinated coffee and tea are made, it is also employed as a solvent for the separation of caffeine.
Ethyl acetate is used as a process solvent in the production of pharmaceutical and cosmetic products.
It is particularly useful for extracting natural products, such as essential oils, from plant materials.
Process solvent is used in the production of flavors and fragrances. Ethyl acetate is becoming
increasingly popular as a process solvent for adhesives used in a variety of sectors, including
automotive, construction, and woodworking. Ethyl acetate is a commonly used solvent for extracting
flavors and fragrances from natural sources like fruits, flowers, and spices. Ethyl acetate is considered
safe for use in food applications as it is non-toxic and has a low odor & taste.

As per the Careerizma, the food processing business accounts for around $130 billion from overall
Indian food and beverage industry. It contributes 10% of agricultural GDP and 12% of manufacturing
GDP. Thus, the increasing demand for process solvents is expected to boost the India ethyl acetate
market during the forecast period.

India ethyl acetate market, by end-use industry

By end-use industry, the pharmaceuticals segment dominated the India ethyl acetate market in terms
of revenue in 2021. The pharmaceutical industry frequently uses the versatile solvent ethyl acetate to
produce a range of medications, including antibiotics, analgesics, and anti-inflammatory drugs. Active
pharmaceutical ingredients and other substances that are insoluble in water can be dissolved with
special success using this method. In order to extract natural substances from plant materials for use
in pharmaceutical goods, ethyl acetate is also employed. It is frequently used to remove alkaloids,
essential oils, and other active substances from medicinal plants.

Ethyl acetate is used as a purification solvent in the pharmaceutical industry to remove impurities and
contaminants from pharmaceutical compounds. It is a mild solvent that can dissolve many types of
impurities without affecting the purity of the active ingredient. Ethyl acetate is also growing in
popularity as a coating material for tablets and capsules to improve their appearance, taste, and
stability. It is used as a solvent for various pharmaceutical formulations, including injectables and oral
suspensions.
(Source: [Link]
A74844#:~:text=The%20India%20ethyl%20acetate%20market,6.7%25%20from%202022%20to%202031 )

TITANIUM DIOXIDE MARKET-INDIA

According to ChemAnalyst report, “India Titanium Dioxide
Market Analysis: Plant Capacity, Production, Operating Efficiency,
Demand & Supply, End-User Industries, Sales Channel, Regional
Demand, Company Share, Foreign Trade, FY2015-FY2032”, The
India Titanium Dioxide Market is likely to grow at a CAGR of 3.97%
during the forecasted period by FY2032. The end-use industries
Paints & Coatings, Plastic & Polymers, and Others are anticipated to
boost the demand for Titanium Dioxide in India in the upcoming
years. Titanium dioxide (TiO2) is derived from the mineral ilmenite
(FeO.TiO2), which can be found in the metamorphic, igneous rocks
and beach sands of India. India has huge reserves of ilmenite and
rutile, majorly located in the coastal regions of Tamil Nadu, Andhra Pradesh, Kerala, and Odisha.
Titanium Dioxide (TiO2) is a white permanent pigment popularly used as a raw material in several
downstream industries such as paints, paper, toothpaste, plastics, inks, etc. TiO2 can be further
categorized into its polymorphic forms- Anatase, Rutile, and Brookite. Of the three, only Anatase and
Rutile hold commercial importance. Rutile TiO2 is comparatively more durable and stable with
efficient light scattering properties than Anatase pigments which are less durable and are commonly
used in low-quality dispersion paints, self-cleaning paints, and in road marking paints. However, Rutile
pigments encompass a much broader application portfolio and cover almost all paint types. Apart

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from paints, Anatase grade is also used in other applications such as plastics, paper, textiles,
detergents, printing inks, etc. while Rutile grade is used in the plastics and printing inks sectors.

It offers its most whiteness and opacity when used in paintings. High concealing power, or the capacity
to hide or disguise the underlying substrate, is given to paint as a result. No other white pigment does
this function as well as it does. The most significant ingredient now employed by the paint industry
for whiteness and opacity is titanium dioxide pigment. Thus, Paints & Coatings is the primary driver of
the Titanium Dioxide market in India. It is frequently utilised in the paint and coatings industry because
it scatters visible light effectively and adds whiteness, brilliance, and opacity to coatings. The building,
construction, and automotive end-user industries are expanding quickly, which is causing a boom in
the paints and coatings industry. Apart from that, because of its non-toxic nature and UV absorption
properties, TiO2 is also suitable for use in cosmetics, pharmaceuticals, toothpaste, and even in
foodstuffs, which also augments the market. Titanium dioxide (TiO2) is often used in the cosmetics
industry because it provides a high colour context, including greater intensity and brightness, helps
absorb oils produced by the skin, and shelters it from UV radiation.

The India Titanium Dioxide Market is segmented based on end-use, sales channel, and region. Based
on end-use, the India Titanium Dioxide market is segregated into Paints & Coatings, Plastic & Polymers,
and Others. Among these Paints & Coatings is dominating the Titanium Dioxide market. This segment
held roughly 60% of the Titanium Dioxide market in FY2022. Titanium dioxide is used in the paint and
coatings industry to increase opacity and endurance, to assure the paint's longevity, and maintain
freshness.

Geographically, the India Titanium Dioxide Market is segregated into North, South, East, and West. In
the historic period of FY2015-FY2022, West India has been dominating the market. In FY2022, West
India accounted for approximately 60% of the market. West India has been the frontrunner in the
consumption of Titanium Dioxide for a variety of uses due to the presence of significant paints &
coatings manufacturers like Asian Paints in states like Gujarat, Rajasthan, and Maharashtra.

(Source: [Link]
gupta-1c )

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 OUR BUSINESS

Some of the information in the following discussion, including information with respect to our plans
and strategies, contains forward-looking statements that involve risks and uncertainties. You should
read “Forward-Looking Statements” on page 22 for a discussion of the risks and uncertainties related
to those statements. Our actual results may differ materially from those expressed in or implied by
these forward-looking statements. Also read “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on pages 41 and 335 for a
discussion of certain factors that may affect our business, financial condition or results of operations.
Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the
twelve months ended March 31 of that year.

We have, in this Red Herring Prospectus, included various operational and financial performance
indicators, some of which may not be derived from our Restated Consolidated Financial Statements
and may not have been subjected to an audit or review by our Statutory Auditor. The manner in which
such operational and financial performance indicators are calculated and presented, and the
assumptions and estimates used in such calculation, may vary from that used by other companies in
India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance on
such information in making an investment decision and should consult their own financial advisors and
evaluate such information in the context of the Restated Consolidated Financial Statements and other
information relating to our business and operations included in this Red Herring Prospectus.

Unless otherwise indicated or the context otherwise requires, the financial information for the period
ended September 30, 2023 and, FY 2022-23, FY 2021-22 and FY 2020-21 included herein is derived
from the Restated Consolidated Financial Statements, included in this Red Herring Prospectus. Unless
otherwise indicated or the context otherwise requires, in this section, references to “we” or “us” mean
Purv Flexipack Limited, and its Subsidiaries and to “Company” or “our Company” mean “Purv Flexipack
Limited”.

OVERVIEW

Our Company was originally incorporated as “Purv Flexipack Private Limited” at Kolkata as a private
limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated May
11, 2005, issued by the RoC, West Bengal. Subsequently, our Company was converted into a public
limited company under the Companies Act, 2013, pursuant to the approval accorded by our
Shareholders at their extra-ordinary general meeting held on February 02, 2023, Consequently, the
name of our Company was changed to “Purv Flexipack Limited” and a fresh certificate of
incorporation consequent upon conversion from a private limited company to a public limited
company was issued to our Company by the RoC, Kolkata on August 03, 2023 and Corporate
Identification Number is U25202WB2005PLC103086. The registered office of our company is situated
at Annapurna Apartment, Suit 1C, 1st Floor, 23 Sarat Bose Road, Kolkata, West Bengal-700020 India.

Our company primarily engages in the distribution of various plastic-based products such as Biaxially
Oriented Polypropylene (BOPP) film, Polyester Films, Cast Polypropylene (CPP) films, Plastic granules,
Inks, Adhesives, Masterbatches, Ethyl Acedate, and Titanium Dioxide. In addition, our company is a
Del Credere Associate (DCA) Dealer Operated Polymer Warehouse (DOPW) of Indian Oil Corporation
Limited for their polymer division.

We are dealer of various companies for distribution of plastic based products. Number of dealerships
in our portfolio are as under:

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 Validity of
S. Type of Territory of
Name of the Company Type of Products dealership
No. association operations
agreement
Polyester film, metallised Eastern India
Perpetual
films, holographic polyester Market (region
1. SRF Limited Dealership agreement unless
films and BOPP films of includes north
terminated
packaging grades. east as well)
Poddar Pigments Colour, Additive and other West Bengal, Up to 31st March,
2. Dealership
Limited types of master batches. Assam and Orissa 2024
Linear Low-Density
Up to (3) three
Indian Oil Corporation polyethylene (LLDPE), High Del-Credere West Bengal and
3. years from
Limited Density Polyethylene (HDPE) Associate Bihar
30.06.2023
and Polypropylene (PP).
Linear Low-Density Del-Credere
Up to (3) three
Indian Oil Corporation polyethylene (LLDPE), High Associate Operated West Bengal and
4. years from
Limited Density Polyethylene (HDPE) Polymer Bihar
30.06.2023
and Polypropylene (PP). Warehouse
Laminating Adhesive Perpetual
Brilliant Polymers West Bengal and
5. Products Agency agreement unless
Private Limited Assam
terminated
Laminating Adhesive Perpetual
Brilliant Polymers West Bengal and
6. Products Distribution agreement unless
Private Limited Assam
terminated

In addition to distribution business in the plastic-based products, our company has one (1) subsidiary
company namely Cool Caps Industries Limited, an NSE SME Listed company and four (4) Step down
wholly owned subsidiary companies namely Purv Technoplast Private Limited, Purv Packaging Private
Limited, Purv Ecoplast Private Limited and [Link] Waste Tech Private Limited.

Cool Caps Industries Limited, originally incorporated as a Private Limited Company in the name of
“Cool Caps Industries Private Limited” under the provisions of the Companies Act, 2013 on November
20th, 2015 and having its registered office at 23 Sarat Bose Road Flat No. 1C, 1st Floor, Kolkata, West
Bengal - 700020, is engaged in the business of manufacturing of wide range of Plastic Bottle Caps and
closures which includes plastic soda bottle caps, plastic soft drink bottle caps, plastic mineral water
bottle caps and plastic juice bottle caps through its manufacturing units located at at Saraswati
Complex, Nimerhati, P.O. Makardah, Domjur, Howrah – 711409, West Bengal and Plot No - E2A,
Sector-1, Industrial Area Kotdwar, IIE Siggadi Growth Centre, Village Kotdwar, Pauri Garhwal -246149,
Uttarakhand. The annual installed capacity of all the products as on 27/09/2023 is 4531.704 MT. Our
company invested in Cool Caps Industries Limited and made it our subsidiary company on May 30,
2019.

Purv Technoplast Private Limited incorporated as a Private Limited Company under the provisions of
the Companies Act, 2013 on July 19th, 2020 bearing Corporate Identification Number
U25111WB2020PTC238179 and having its registered office at Annapurna Apartment Flat 1b 1st Floor,
23 Sarat Bose Road, Kolkata, West Bengal - 700020, is engaged in the business of washing and cleaning
line for washing, cutting and cleaning of PET bottles into PET Flakes. Our company invested in Purv
Technoplast Private Limited through our subsidiary Cool Caps Industries Limited and made it our step-
down subsidiary company on March 27, 2021.

Purv Packaging Private Limited incorporated as a Private Limited Company under the provisions of the
Companies Act, 2013 on October 17th, 2020 bearing Corporate Identification Number
U25209WB2020PTC240595 and having its registered office at 23, Sarat Bose Road, Annapurna
Apartment, 1st Floor, Flat- 1B, Kolkata, West Bengal - 700020, is engaged in the business of
manufacturing of sterilized / antimicrobial film line for all kinds of films through its manufacturing unit
located at lease land owned by our Company Purv Flexipack Limited situated in Dag No. 1/1174 (R.S.)
16 (L.R) Khatian No.1597 Mouza Ankurhati, J.L. No. 30, Domjur, Mahiary-II Gram Panchayet District

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Howrah 711409, Kolkata. The annual installed capacity for all the products on March 31, 2023 is
9,47,214 KG. Our company invested in Purv Packaging Private Limited through our subsidiary Cool
Caps Industries Limited and made it our step-down subsidiary company on March 27, 2021.

Purv Ecoplast Private Limited incorporated as a Private Limited Company under the provisions of the
Companies Act, 2013 on June 29th, 2020 bearing Corporate Identification Number
U37200WB2020PTC237712 and having its registered office at Annapurna Apartment Flat 1b 1st Floor,
23 Sarat Bose Road, Kolkata, West Bengal - 700020, is engaged in the business of manufacturing of
multilayer flexible film, Zip lock and Zip lock bags through its manufacturing units located at Vill and
P.O.- Jalabiswantpur. P.S-Panchla, Howrah -711322, West Bengal, Kolkata. The annual installed
capacity of Multilayer Flexible Film is 3600 MT of Zipper pouch 162MT. Our company invested in Purv
Ecoplast Private Limited through our subsidiary Cool Caps Industries Limited and made it our step-
down subsidiary company on March 30, 2021.

[Link] Waste Tech Private Limited incorporated as a Private Limited Company under the provisions of
the Companies Act, 2013 on July 24, 2020 bearing Corporate Identification Number
U37100WB2020PTC238337 and having its registered office at Annapurna Apartment Flat 1b 1st Floor,
23 Sarat Bose Road, Kolkata, West Bengal - 700020, is engaged in the business of collection,
segregation, transportation, trading of plastic waste and providing consultancy services as Extended
Producers Responsibility (EPR) services. Our company invested in [Link] Waste Tech Private Limited
through our subsidiary Cool Caps Industries Limited and made it our step-down subsidiary company
on December 04, 2023.

Details of our subsidiary company and step-down subsidiary companies are as under:

S. Type of company Principal area of Holding of our

Name of the Company Address of the company
No. relationship operation company
23 Sarat Bose Road Flat No. manufacturing of wide
Cool Caps Industries
1. Subsidiary 1C, 1st Floor, Kolkata, West range of Plastic Bottle 61.68% *
Limited
Bengal - 700020 Caps and closures
washing and cleaning
Annapurna Apartment Flat 1b 100.00% Holding
line for washing,
Purv Technoplast Private Step-down 1st Floor, 23 Sarat Bose Road, by our subsidiary
2. cutting and cleaning of
Limited Subsidiary Kolkata, West Bengal – Cool Caps
PET bottles into PET
700020 Industries Limited
Flakes
Multilayer flexible film
Annapurna Apartment Flat 1b 100.00% Holding
line to produce
Purv Ecoplast Private Step-down 1st Floor, 23 Sarat Bose Road, by our subsidiary
3. multilayer flexible film,
Limited Subsidiary Kolkata, West Bengal – Cool Caps
Zip lock and Zip lock
700020 Industries Limited
bags
23, Sarat Bose Road, 100% Holding by
sterilized /
Purv Packaging Private Step-down Annapurna Apartment, 1st our subsidiary
4. antimicrobial film line
Limited Subsidiary Floor, Flat- 1B, Kolkata, West Cool Caps
for all kinds of films
Bengal – 700020 Industries Limited
23, Sarat Bose Road, 100% Holding by
Collection, Segregation,
[Link] Waste Tech Step-down Annapurna Apartment, 1st our subsidiary
5. and Transportation of
Private Limited Subsidiary Floor, Flat- 1B, Kolkata, West Cool Caps
plastic waste
Bengal – 700020 Industries Limited
*As per latest Benpos of Cool Caps Industries Limited as on date 02-02-2024.

Our company is the flagship company of “Purv Group” which started its operations in the year 1994
under the proprietorship firm named SR Enterprises. Having decades of experience in the flexible
packaging industry, our company extends packaging solutions across various industries.

Our company is managed by our promoter and director, Mr. Rajeev Goenka. He holds a Bachelor of
Commerce (Honors) degree from St. Xavier's College, Kolkata (W.B.) and has completed the Cost
Accountancy course from the Institute of Cost and Works Accountants of India. With his extensive
knowledge and experience, he excels in troubleshooting various mechanical issues and staying

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 updated with technological insights. Mr. Rajeev Goenka has played a pivotal role in the growth of our
business. He laid the foundation of our company and has been actively involved in the plastic products
industry for the past 30 years.

Our company offers various packaging solutions to a diverse customer base. We have our own
warehouse for storage and inventory management. The warehouse is equipped with modern facilities
and equipment to ensure the safe and secure storage of our products. It is maintained under optimal
conditions to preserve the quality and integrity of our products, and we have implemented strict
inventory management systems to ensure accurate tracking of our inventory.

The consolidated revenue of our company for the period ended on September 30, 2023, and for the
financial year ended on March 31, 2023, 2022 and 2021 based on restated consolidated financial
statements is as under:
(Rs. in Lakhs)
For the period ended For the year ended For the year ended For the year ended March
Particulars September 30, 2023 March 31, 2023 March 31, 2022 31, 2021
Amount % Amount % Amount % Amount %
DOMESTIC
Products of Purv
Flexipack Limited
Adhesives 197.05 1.49% 375.28 1.14% 281.69 1.29% 176.10 1.36%
Aluminium Foil 10.46 0.08% 9.79 0.03% - 0.00% 14.11 0.11%
Aluminium Metalised - 0.00% 38.35 0.12% - 0.00% - 0.00%
BOPP Film
Antimicrobial Polyester - 0.00% 235.42 0.72% - 0.00% - 0.00%
Film (UV Treated)
Antimicrobial-BOPP Film 914.08 6.93% 1,068.72 3.25% - 0.00% - 0.00%
(UV Treated)
BOPP Films 1,550.15 11.75% 8,228.14 25.01% 8,987.29 41.13% 4,102.14 31.68%
Caps & Closure 2,041.30 15.48% 4,717.49 14.34% 2,823.34 12.92% 2009.44 15.52%
Colour Masterbatch 122.23 0.93% 172.28 0.52% 149.95 0.69% 132.90 1.03%
CPP Films 250.09 1.90% 912.16 2.77% 902.18 4.13% 191.64 1.48%
Ethyl Acetate 448.72 3.40% 250.92 0.76% 282.13 1.29% 183.86 1.42%
Face Masks 11.32 0.09% 0.28 0.00% 37.27 0.17% 11.43 0.09%
Granules 3,763.86 28.54% 7,351.59 22.35% 1,501.24 6.87% 1,042.77 8.05%
Handle 123.98 0.94% 86.46 0.26% 23.04 0.11% - 0.00%
Multilayer Flexible Film 1,006.02 7.63% 2,882.09 8.76% 164.32 0.75% - 0.00%
Offset 152.87 1.16% 423.20 1.29% 477.21 2.18% 263.15 2.03%
Others 4.24 0.03% 84.97 0.26% 19.89 0.09% 153.59 1.19%
Polyester Film 1,431.68 10.85% 3,582.29 10.89% 4,250.01 19.45% 3,527.52 27.24%
PP WOVEN SACKS 4.60 0.03% 2.87 0.01% - 0.00% - 0.00%
Preform 266.96 2.02% 274.27 0.83% - 0.00% - 0.00%
Printing Inks 338.55 2.57% 792.56 2.41% 712.92 3.26% 571.61 4.41%
Printing Cylender 0.37 0.00% - 0.00% - 0.00% - 0.00%
Resin - 0.00% - 0.00% - 0.00% 14.23 0.11%
ROTO GRAVURE - 0.00% 0.63 0.00% - 0.00% - 0.00%
CYLINDER
Row Rice - 0.00% 16.46 0.05% - 0.00% - 0.00%
Scrap 19.10 0.14% 20.75 0.06% 3.00 0.01% 16.01 0.12%
Self Adhesive Tapes 0.71 0.01% 0.35 0.00% - 0.00% - 0.00%
Shrink Films 336.06 2.55% 864.73 2.63% 679.89 3.11% 135.52 1.05%
Titanium Di-Oxide Rutile 179.33 1.36% 412.02 1.25% 543.93 2.49% 392.70 3.03%
Toluene 0.17 0.00% 0.82 0.00% 9.14 0.04% 9.20 0.07%
Zipper Pouch 16.06 0.12% 89.88 0.27% - 0.00% - 0.00%
Bag Sealing Tapes 0.45 0.00% - 0.00% - 0.00% - 0.00%
Total (A) 13,189.95 100.00% 32,894.78 100.00% 21,848.43 100.00% 12,947.94 100.00%
Others* 330.50 44.34% 514.23 42.39% 388.06 35.43% 376.89 45.28%
Shares 164.21 22.03% 320.14 26.39% 435.38 39.75% 172.49 20.72%
Interest 250.68 33.63% 378.69 31.22% 271.94 24.93% 282.93 33.99%
Total (B) 745.39 100.00% 1,213.06 100.00% 1,095.38 100.00% 832.30 100.00%

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 GRAND TOTAL (A+B) 13,935.34 34,107.84 22,943.81 13,780.24
*Others include other operating revenue, Misc. Sales etc.
Pursuant to the certificate dated February 05, 2024, from our Peer Review Auditor M/s Keyur Shah & Associates Chartered
Accountants.

Business Model wise Revenue Break-up:

The Business Model wise revenue break-up of our Company on Consolidated Basis for the period
ended on September 30, 2023, and for the financial year ended on March 31, 2023, March 31, 2022
and March 31, 2021 is as under:

(Rs. in Lakhs)
September 30, 2023 2022-2023 2021-2022 2020-2021
Particulars Amount in Amount in Amount in Amount in
% % on Total % % on Total % % on Total % % on Total
Lakhs Lakhs Lakhs Lakhs
DISTRIBUTION MODEL
Sale of Product 9,012.51 68.33% 67.06% 24,266.09 73.77% 72.83% 18,792.76 86.01% 84.51% 11,113.08 85.83% 83.53%
Sale of
4,833.57 36.64% 35.97% 9,786.32 29.75% 29.37% 3,453.67 15.81% 15.53% 2,053.35 15.86% 15.43%
Manufacturing
Less:
Interbranch -655.68 -4.97% -4.88% -1,157.63 -3.52% -3.47% - 398.00 -1.82% -1.79% -218.48 -1.69% -1.64%
Sale
A 13,190.40 100.00% 98.15% 32,894.78 100.00% 98.73% 21,848.43 100.00% 98.25% 12,947.95 100.00% 97.33%
DEALERSHIP MODEL
Sale of Service 162.94 65.52% 1.17% 251.53 59.51% 0.75% 232.12 59.68% 1.04% 233.28 65.56% 1.75%
Interest Income 85.75 34.48% 0.62% 171.13 40.49% 0.51% 156.79 40.32% 0.71% 122.52 34.44% 0.92%
B 248.69 100.00% 1.85% 422.66 100.00% 1.27% 388.91 100.00% 1.75% 355.80 100.00% 2.67%
A+B 13,439.09 100.00% 33,317.44 100.00% 22,237.34 100.00% 13,303.75 100.00%
Pursuant to the certificate dated February 05, 2024, from our Peer Review Auditor M/s Keyur Shah & Associates Chartered Accountants.

The Business Model wise revenue break-up of our Company on Standalone Basis for the period ended on
September 30, 2023, and for the financial year ended on March 31, 2023, March 31, 2022, and March 31,
2021, is as under:
(Rs. in Lakhs)
September 30, 2023 2022-2023 2021-2022 2020-2021
Particulars Amount % on Amount % on Amount % on Amount % on
% % % %
in Lakhs Total in Lakhs Total in Lakhs Total in Lakhs Total
Distribution &
Dealership Trading 5,250.49 97.05% 95.54% 15,280.67 98.45% 97.31% 16,712.98 98.68% 97.73% 9,867.68 97.77% 96.52%
Income
Agency Commission
159.59 2.95% 2.90% 241.34 1.55% 1.54% 222.96 1.32% 1.30% 225.06 2.23% 2.20%
& Support Service
Total(A) 5,410.08 100.00% 98.44% 15,522.01 100.00% 98.85% 16,935.94 100.00% 99.03% 10,092.74 100.00% 98.72%
Other operational
85.75 100.00% 1.56% 181.32 100.00% 1.15% 165.94 100.00% 0.97% 130.74 100.00% 1.28%
Income
Total(B) 85.75 100.00% 1.56% 181.32 100.00% 1.15% 165.94 100.00% 0.97% 130.74 100.00% 1.28%
5,495.83 100.00% 15,703.33 100.00% 17,101.88 100.00% 10,223.48 100.00%
Pursuant to the certificate dated February 05, 2024, from our Peer Review Auditor M/s Keyur Shah & Associates Chartered Accountants.

OUR COMPETITIVE STRENGTH

Strong, experienced and dedicated senior management and qualified workforce

Led by experienced Promoters, our senior management team is the backbone of our success. With over
30 years of experience in the plastic industry, our Promoter and Director, Mr. Rajeev Goenka, has
played a pivotal role in building our brand and reputation. He brings comprehensive knowledge in
business development, marketing, and human resource management, ensuring a thorough
understanding of every aspect of our operations. Our senior management team and workforce
undergo continuous training to update their skills and expertise, keeping up with the evolving market
demands. Their dedicated performance has allowed us to establish a strong presence in the market.

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Leveraging their experience and expertise, we have streamlined processes, improved product quality,
and gained a competitive edge. Our experienced senior management team, guided by our Promoters
and Directors, is instrumental in our success and committed to continuous growth in the highly
competitive plastic industry.

All Solution under One Roof

We offer a one-stop solution for packaging material, simplifying your sourcing process with a wide
range of products under one roof. Our portfolio includes plastic granules, masterbatch/colorants, films,
ink, and adhesives. We provide single roof solution for colors, sizes, thicknesses, and packaging. Also,
we have developed the "Window Metalized," addressing the growing demand for transparency in
packaging. In east except us no other company is providing all the facilities under one roof. Our expert
team works closely with you, ensuring top-quality products from our reliable network of suppliers.
With our comprehensive range, tailored solutions, and dependable delivery, we are the ideal partner
for trading needs in the packaging material manufacturing industry.

Customization of different size of roll

Our state-of-the-art slitting machine allows us to customize products to meet specific client
requirements, a capability unmatched by our competitors. In east we are the only trader who is having
6 slitting machine which can slit the jumbo rolls from 2000mm to 50mm rolls with the help of our
sister concern company.

Service-Centric Culture
At our company, we prioritize exceptional service to build lasting customer relationships. Our service-
centric approach is based on understanding our customers' unique needs and offering readymade
solutions. Our dedicated team goes the extra mile, providing top-notch service and support. We
prioritize responsiveness, reliability, and accountability, promptly addressing inquiries and exceeding
expectations. We take ownership of any issues, resolving them swiftly. We also collaborate closely with
suppliers to source high-quality products at competitive prices. By nurturing strong supplier
relationships, we deliver the best possible products and service to our valued customers.

Stocked up
Being "stocked up" is a critical aspect of our business strength. We prioritize having ample stock to
meet our customers' diverse needs promptly. Our warehouse is well-equipped to store a wide range
of plastic films, ensuring optimal inventory levels. We proactively monitor market trends and anticipate
customer demand to stay ahead. Our purchasing decisions are informed by the latest industry data,
enabling us to stock up on the right products. This approach ensures competitive pricing and
establishes us as a reliable supplier to our customers.

Long and Strong relationship with customers and supplier and efficient Supply Chain management
An efficient and reliable supply chain is crucial in meeting customer demands and maintaining
competitive pricing. Having strong relationships with suppliers, efficient inventory management
systems, and streamlined logistics and distribution processes can give a company an edge in the
market.

Infrastructure
Our company's infrastructure stands as a testament to our commitment to uninterrupted operations.
Equipped with industrial lifts, we optimize material handling efficiency, ensuring products move
seamlessly through our facilities. The incorporation of backup electricity systems guarantees
operational reliability, allowing us to navigate power outages or unforeseen emergencies without
compromising productivity. Moreover, our dedication to employee well-being is reflected in the
provision of worker quarters, ensuring a rested and readily available workforce, even in prolonged
operations or challenging conditions. This comprehensive infrastructure underscores our resilience,
enabling us to thrive in adverse environments.

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Industry Knowledge and Expertise
A deep understanding of the plastic packaging industry, including market trends, consumer
preferences, and regulatory landscape, provides a competitive advantage. Staying informed about
industry developments allows companies to adapt quickly, identify emerging opportunities, and make
informed strategic decisions.

OUR BUSINESS STRATEGIES

Our focus is to leverage our core strengths and expand our operations in existing and new markets.
With our extensive bouquet of products, we wish to enter unexplored markets and establish ourselves
as leading plastic products supplier in West Bengal, Assam, Orissa, Bihar. This will pave the way for us
to acquire a larger share in the competitive market. Our goal is to continue providing good quality
products to our clients and drive business growth by leveraging our strengths and implementing our
following strategies:

Continue to provide one stop solution

Our company shall continue to offer a one-stop solution for the packaging needs of our customers with
a comprehensive range of packaging products and services in a single location. This includes a diverse
selection of packaging materials like plastic bags, films, tubes, containers, and paper-based products.
By providing a complete range of packaging solutions, customers can conveniently find everything they
need in one place.

Diversification
Our Company shall continue to endeavor possibilities for exploring new market segments and product
portfolios to reach a broader customer base. Our commitment to innovation drives our future
endeavors. One such initiative is the import of non-IOCL polymer grades, which is poised to
significantly boost our turnover. We also plan to expand our product range further and explore new
avenues of growth i.e.
a) Aluminium Foil of SRF Limited which has uses in the application in household foil, flexible
packaging and pharma sector.
b) Different chemical of Solvay company which has uses and application in Binder, Adhesive, Paints,
Solvent, Floor Cleaning etc.

In line with our strategy to enhance our product portfolio, we shall foresee importing these products
presently not manufactured by IOCL at a better price to benefit our existing customers and add new
customers to the portfolio. The supply of these non-IOCL polymer grade granules is made by limited
suppliers in India. This gap in supply of these granules presents a promising chance for our company to
expand its offerings and meet the demand. Our group companies have a significant consumption
capacity of 972 MTs per month for this grade of granule. Further emphasizing our potential for
expanding granules supply within our group companies. Exploring imports and taking steps to fulfill the
demand for other grades of granules is a great diversification strategy. Our company has already been
importing these other grades of granules in previous years and has decided to increase these imports
on a large scale to fulfill the rising demand. This approach allows for increased market reach, and the
ability to cater to a wider range of customer needs, ultimately driving business expansion.

Leveraging existing Customer Base

Leveraging our existing customer base to supply new products is a smart strategy as it can help us
quickly tap into an established market. It provides a strong foundation to further expand our business
in supply of these products. These newly added products will supplement our existing business. We
will leverage our existing customers to transition them from their current suppliers to source these
products from us. Our focus will be on delivering the best quality and providing superior service to
ensure a seamless transition and long- term customer satisfaction. This expansion aims to strengthen

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our market position and drive growth in our overall business.

Improving the financial efficiency resulting in better cost management

Improving financial efficiency is a critical business strategy that focuses on cost management to
enhance company performance. By streamlining financial processes and optimizing resources, our
company shall reduce operational costs, increase profitability, and drive growth. This involves analyzing
the current cost structure to identify areas for cost reduction, such as renegotiating supplier contracts
and eliminating unnecessary expenses. Implementing a cost management culture and empowering
employees to identify cost-saving opportunities can further enhance our financial efficiency. Effective
budget management, financial reporting, and continuous improvement are essential components of
this strategy, ensuring that our company stays on track with its cost management goals and
continuously optimizes financial performance.

Procurement from other suppliers besides dealerships for better margins

Procurement from other suppliers is a business strategy that offers our company more options, better
margins, and increased flexibility. By sourcing products from various brands, our company will provide
a wider range of options to our customers, attract more customers, and increase sales. It will allow for
negotiation of better prices and margins, leveraging competition among suppliers. This strategy shall
enable us to diversify our product offerings, manage inventory more effectively, and reduce the risk of
over-reliance on a single brand. It shall foster stronger customer relationships, enhance customer
loyalty, and drive repeat business. Moreover, it shall open opportunities for innovation and
differentiation, helping our company to stand out in the market and build a strong reputation.

Customer Relationship Management

To build strong and long-lasting customer relationships, prioritize excellent customer service,
personalized solutions, and timely delivery. Additionally, investing in Customer Relationship
Management (CRM) systems can greatly enhance our overall customer experience. CRM systems help
gather valuable feedback from customers, allowing us to make necessary improvements, and
ultimately maintain their loyalty. By focusing on these aspects, our company can cultivate lasting
relationships with our customers, leading to increased satisfaction and repeat business.

OUR PRODUCTS

Our product portfolio includes Plastic Granules, Plastic films, Ink, Master Batch, Adhesives, Ethyl, etc.
required to produce plastic packaging bags. A brief of the same is given below:

1. Plastic Granules
Plastic granules, also known as plastic pellets or resin, play
a crucial role in the manufacturing of diverse plastic
products. These small, granular plastic particles are
typically derived from either virgin or recycled plastic
materials, offering a variety of shapes, sizes, and colors.
With extensive applications across industries such as
packaging, automotive, construction, electronics, and
consumer goods, plastic granules are widely utilized. The
production process involves melting and extruding plastic
materials into lengthy strips that are subsequently chopped
into smaller pellets or granules. These granules are then packaged and sold to manufacturers, serving
as essential raw materials for creating a wide range of plastic products.

2. Biaxially oriented polypropylene (BOPP) Films

BOPP films (Biaxially Oriented PolyPropylene Films) are produced by stretching polypropylene film in
both the machine direction and the transverse direction. They find extensive applications in packaging,

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labeling, and lamination. BOPP films are widely recognized as the preferred substrate for food
packaging worldwide due to their inherent moisture barrier properties, sealability, high clarity, graphic
reproduction, and shelf appeal. They offer the best possibilities for the packaging to be a mono-layer
or have a homogeneous structure. Various types of BOPP films are available, catering to different
requirements and specifications:

a) HS BOPP
BOPP heat-sealable film is extensively utilized in
packaging, printing, and laminating for both food and
non-food applications. It possesses heat-sealable
properties on both sides and is specifically designed to
accommodate high-speed packaging machines. These
films find application in various packaging scenarios such
as teabag boxes, cigarette boxes, cassettes, CD bundles,
and more. Despite being thin, they provide robust and
sustainable packaging for the products they encase.
Noteworthy features of these films include exceptional
transparency, flexibility, high stretchability, dimensional
stability, aureole treatment on one or both sides, and waterproof properties, ensuring the safety of
the packaged goods.

b) MATT BOPP
Matte BOPP film typically refers to biaxially oriented
polypropylene film with a matte effect on one or both
sides. In packaging applications, one-side matte BOPP film
is the most commonly used variation. By default, when
referring to matte BOPP film, it implies one side is matte
while the other side is glossy, and both sides are corona
treated. This film offers excellent matte appearance,
contact clarity, slip, and antistatic properties. The matte
side is specially designed for optimal anchoring of UV
curable inks and coatings, while the treated glossy side
ensures excellent adhesion of lamination adhesive. It exhibits exceptional machinability and is suitable
for various lamination machines. It is ideal for laminating printed paper boards, posters, book covers,
and other applications where a superior matte appearance is desired.

c) GLOSSY / PLAIN / PRINTING GRADE BOPP

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 It is an ideal solution for double-sided printing. These
films are commonly employed in applications such as
brochures, shopping bags, textbooks, leaflets, and more.
They offer high transparency and gloss, excellent
mechanical properties, and effective scratch prevention.
Additionally, they exhibit good permeability and provide a
barrier against oxygen and oil. These films ensure excellent
ink size stability and possess symmetrical thickness.
Typically used for lamination after printing, they enhance
the gloss and durability of paper covers, such as books and
wine boxes.

d) TAPE AND TEXTILE BOPP

Tape & Textile BOPP film is a plain film made of bi-axially
oriented polypropylene. One side of the film is corona
treated while the other side remains untreated. BOPP
tape film is widely used for self-adhesive tape
applications. To ensure long-lasting surface treatment,
flame treatment is often employed. Textile BOPP film
finds application in packaging textile garments such as
shirts and sarees. These films are typically transparent
and selectively printed. When packaging bulky items like
blankets, high seal strength is necessary. Generally, tape
and textile films undergo treatment on only one side.

e) PEARLISED BOPP
BOPP pearlized film offers various benefits such as
increased packaging efficiency, reduced manpower
requirements, cost savings, waterproofing, resistance
against dirt and breakage, and effective insulation and
protection of products. It is suitable for direct use in ice
cream, cold drink, and other beverage packaging.
Additionally, it serves as an excellent choice for pillow
packaging of candies, chocolates, and soap. The 30μm
thickness of double-sided sealing BOPP pearl film is
widely utilized in packaging biscuits, sweets, candies,
snacks, and more.

3. Polyester Films
Polyester films, derived from polyethylene
terephthalate (PET) resin, are a type of plastic film. PET,
a versatile thermoplastic polymer, is renowned for its
exceptional physical and mechanical properties.
Polyester films exhibit notable characteristics including
high tensile strength, dimensional stability,
transparency, and resistance to moisture, chemicals,
and UV radiation. They find widespread use in flexible
packaging, labels, electronic displays, solar panels, and
insulation materials. Moreover, polyester films can be
coated or laminated with other substances to enhance properties like barrier capabilities, adhesion,
and printability.

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4. Cast Polypropylene (CPP) Films
Cast Polypropylene (CPP) is an unoriented film, offering
enhanced impact resistance and suitability for low
temperatures. It has gained popularity widely in
medical and pharmaceutical industry as a replacement
for polyethylene in numerous traditional flexible
packaging applications. CPP stands out due to its
superior clarity, gloss, heat resistance, and lay-flat
characteristics. The film properties of CPP can be
customized to meet specific packaging, performance,
and processing needs. Overall, CPP exhibits higher tear
and impact resistance, improved performance in cold temperatures, and excellent heat-sealing
properties.

Difference between BOPP, Polyester and CPP films.

BOPP (Biaxially Oriented Polypropylene), polyester, and CPP (Cast Polypropylene) films are widely
used in the packaging industry, but they differ in production process, material properties,
applications, and barrier properties.

1. Production Process: BOPP and polyester films are both produced using a biaxial orientation
process, whereas CPP films are produced using a cast extrusion process.

2. Material Properties: BOPP films are known for their excellent stiffness, clarity, and dimensional
stability. Polyester films have high tensile strength, puncture resistance, and heat resistance. CPP
films are softer and more flexible than BOPP and polyester films, with good sealing properties
and high transparency.

3. Applications: BOPP films are commonly used in the packaging of food and consumer products,
as well as in the labeling and lamination industries. Polyester films are used in applications that
require high strength, such as packaging of heavy products, insulation, and electrical
applications. CPP films are widely used in the packaging of snack foods, confectionery, and other
flexible packaging applications.

4. Barrier Properties: BOPP and CPP films have good barrier properties against moisture, oxygen,
and other gases, while polyester films have better gas barrier properties, making them suitable
for certain applications where high gas barrier is required.

Overall, each type of film has its unique properties and advantages, and the choice of film depends
on the specific requirements of the application.

5. Ink
Printing inks are important for providing information and
marketing on packaging. They can be used on various
packaging materials like plastics, paper, board, and cork. In
plastic packaging, inks are used to print details like product
information, logos, barcodes, and other important
information. It is crucial to use ink that is suitable for the
specific plastic material and can stick well to the surface of
the plastic film or container. This ensures that the printed
information is clear, durable, and stays intact on the
packaging.

Also, Offset printing ink, used in high-volume printing, is a paste-like substance made of pigments for

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color and a vehicle—a blend of oils, resins, and solvents—for adhesion and drying. During printing, the
ink adheres to image areas on a plate, is then transferred to a rubber blanket, and finally applied to the
printing surface. The ink must dry quickly, facilitated by solvent evaporation and paper absorption. The
process typically uses cyan, magenta, yellow, and black (CMYK) inks to create a broad color spectrum.

6. Titanium Dioxide
Titanium dioxide is extensively utilized as a pigment in
printing inks. It plays a crucial role in white inks, providing
excellent opacity and hiding power to effectively cover the
underlying substrate, making the printed content more
visually appealing. Additionally, titanium dioxide is
employed in colored inks to enhance their color intensity
and brilliance, resulting in more vibrant and attractive
printed materials.

7. Master Batch
Masterbatch (MB) is a solid additive that serves the purpose
of coloring (color masterbatch) or enhancing other
properties (additive masterbatch) of plastic materials. It is
produced through a process called encapsulation, where a
concentrated blend of pigments and/or additives is mixed
with a carrier matrix resin using heat or twin-screw
extrusion. The resulting mixture is cooled and then cut into
granules. Masterbatch provides an economical solution for
coloring raw polymer, allowing processors to achieve
desired colors efficiently and cost-effectively.

8. Solventless Adhesives
Solventless adhesives are a type of glue that doesn't
contain any harmful chemicals called solvents. Solvents are
substances that help dissolve or thin out other substances,
but they can be harmful to the environment and human
health. Solventless adhesives, on the other hand, use
different methods to bond materials together without the
need for solvents. They often rely on chemical reactions or
heat to create a strong and durable bond. These adhesives
are considered safer and more environmentally friendly
compared to adhesives that use solvents.

Solventless adhesives are widely used in industries such as packaging, automotive, construction,
electronics, medical, and aerospace. They provide strong bonding without the use of harmful solvents,
ensuring safer and more environmentally friendly adhesive solutions. Solventless adhesives are
employed for applications including flexible packaging, automotive component bonding, construction
materials, electronics assembly, medical device manufacturing, and aerospace composites, offering
reliable and durable bonding properties in these sectors.

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9. Ethyl Acetate
Ethyl acetate is a highly flammable, colorless liquid widely
used as a solvent in different industries, including ink
production for packaging materials. It is favored for its low
toxicity, low boiling point, and strong solvency for resins
and polymers. Its moderate evaporation rate prevents ink
from drying out too fast. Ethyl acetate serves as an effective
solvent, ensuring proper ink application and drying time in
packaging printing, enabling vibrant and long-lasting
results.

BUSINESS PROCESS

Our business model is outlined below:

Our primary focus revolves around the trade of Flexible Packaging raw materials like polyester, Bopp
& CPP Films, granules, ink, adhesive, ethyle acetate, master batch etc. used in the preparation of
flexible & rigid plastic products. Our position in the market as a commission agent bridges the gap
between manufacturers and customers. Our Company broadly operates in two lines of business

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described as under

Distribution
Purv Flexipack Business
Trading of Pastic Products

Distribution model:

Our company has distribution agency for marketing of the products of Indian Oil Corporation Limited,
SRF Limited, Poddar Pigments Limited and Brilliant Polymers Private Limited. The distribution agency
agreements with these suppliers are on a non-exclusive rights basis wherein our company is granted
rights to sell the products within specific geographical areas.

The mode of operations in these distribution models differ for every supplier.

• Indian Oil Corporation

Our company is a Del credere associate of IOC. Under this distribution channel, our company secures
prompt payments to IOCL against sale of products to its customers and promote the products of IOCL.
Our company generates commission income on securing the payments towards sale of IOCL Products.
In addition to the above, our company also earns finance charge income on advancing credit to the
customers of IOCL by making payments on behalf of its customers to IOCL.
Our company is also Del Credere associate operated polymer warehouse wherein IOCL stores its
products. Our company earns a fixed commission based on the quantity dispatched from our company
godown.

• Poddar Pigments Limited, SRF Limited

Under this distribution channel, our company generates commissions income and trade discounts on
sourcing the sales orders and securing the payments.

Trading business model

The trading business model involves buying and selling goods with the primary goal of generating
profit from the price difference between purchase and sale. We purchase goods from wide range of
suppliers like Max. India Limited, Jindal Polyfilms Limited, Vacmet India Limited, Jubilant Ingrevia
Limited and so on offering good quality products and sell them to end customers on a reasonable sales
margin.

Warehousing Facilities:
A pivotal aspect of our business is our sprawling 50,000 square feet warehouse with 125 kva capacity
of generator, which serves as a hub for storing materials to meet regular needs of customers. We have
3 industrial lift having a capacity of 5 tons, 2 tons & 2 tons and also having an automatic forklift
machine for loading and unloading purpose.

Revenue Standards:
➢ Direct Sale- We collect order on behalf of our principal company and our funding to customers
is also involved. In this model, material is directly delivered to the customer and we get the
overriding commission against it.
➢ E1 Sale – We procure order on behalf of our principal company and make payment to them
against the material. In this model, billing is done in the name of our company and material is
delivered directly to customers’ warehouse.

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 ➢ Stock and Sales – We stock around 1600 tons of raw material as per customer future
requirement on monthly basis, as per our 30 years’ experience in flexible packaging field, so
that we can meet customer needs on daily basis and get sales margin.

DETAILS OF OUR BUSINESS LOCATIONS

We currently operate from the following offices and warehouse units across India:

Registered Office / Corporate Office: Annapurna Apartment, Suit 1C, 1St Floor 23 Sarat Bose Road
Kolkata West Bengal 700020.

Branch Office: G1 Vill-Hatigaon, Mouza- Beltola, Class- 2nd Basti, Dist. Kamrup (Metro), Assam Pin
Code 781038.

Warehouse/ Depot 1: Dag No. 1/1174 (R.S.) 16 (L.R) Khatian No.1597 Mouza Ankurhati, J.L. No. 30,
Domjur, Mahiary-II Gram Panchayet District Howrah West Bengal 711409

Warehouse/ Depot 2: Dag No.636 of K. P. Patta No.39 of village Maidam of Beltola Mouza, Dist.
Kamrup (Metro), Guwahati, Assam (3500 sq. ft.)

Warehouse/ Depot 3: Dag No.636 of K. P. Patta No.39 of village Maidam of Beltola Mouza, Dist.
Kamrup (Metro), Guwahati, Assam (3200 sq ft.)

Warehouse/ Depot 4: R.S. Plot Nos.279 and 287 recorded in R.S. Khatian No. 863/1, Mouza - Binnaguri,
J.L. No.3, R.S. Sheet No.17, Jalpaiguri, District - Jalpaiguri, West Bengal PIN - 734015
Branches & Godowns: For further details regarding ownership and lease of the above locations, please
refer to “Our Business –Properties” on page 185.

LOGISTICS MANAGEMENT

Our Company is engaged in handling and distribution of goods, of and from IOCL (Indian Oil
Corporation Limited) and other than IOCL suppliers, to the customers of our Company.

However, our Company is not directly involved in the logistics of such goods, because in case of
inbound transportation when goods are purchased from IOCL, the goods are transported to our
warehouse by IOCL itself and in case of purchase from the other suppliers the transportation of the
goods is managed by the suppliers themselves. Further in the case of outbound transportation when
the goods are sold to the customers, the transportation is managed by customers themselves.
However, in exceptional circumstances, like non-availability of vehicles with the suppliers or on
demand of the customers, the transportation is managed by us through open market logistics vendors.

Hence, our Company does not have any fixed contracts with any specific logistics vendors.

PLANT AND MACHINERY

The following is the list of equipment’s as on September 30, 2023, as follows:

Sr No. Description/Name of Machine Unit (In Nos.)

1 Air Conditioner 15
2 Attendance System 2
3 CC Camera 21
4 Computers (Desktops, CPU, UPS, Mobiles) 37
5 Delivery Van 2
6 EPABX 4

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 7 Fax Machine 1
8 Forklift 2
9 Furniture 17
10 Generator (125 KVA & 5 KVA) 2
11 Geyser 1
12 Hoist for Godown 1
13 Inverter 1
14 Lift for Godown 3
15 Mobile + IPad 25
16 Motor Car 9
17 Note Counting Machine 1
18 Paper Shredder 1
19 Plant & Machinery 2
20 Printer 4
21 Refrigerator 3
22 Scooter and Motorcycle 5
23 Server 3
24 Summersible Pump 1
25 Telephone Equipment 8
26 TV 4
27 UPS Battery 5
28 Vending Machine 1
29 Water Purifier 4
Total 185
Pursuant to the certificate dated February 05, 2024 from our Peer Review Auditor M/s Keyur Shah & Associates
Chartered Accountants.
UTILITIES AND INFRASTRUCTURE FACILITIES

Infrastructure Facilities
Our registered corporate office, branch office and godown are well equipped for our business
operations to function smoothly.

Power
Our Company requires power for the requirement of the office and godown/warehouse for lighting,
systems, equipment’s and machines for running etc. Adequate power is available which is met through
the electric supply by respective area electricity Board and our Company has also installed one DG set
of 125KVA at our warehouse situated at Domjur, Mahiary-II Gram Panchayet District Howrah West
Bengal and one DG set of 5KVA at our branch office situated at Kamrup (Metro), Assam for power
backup.

Water
Adequate arrangements with respect to water requirements for drinking purpose are made at both
the offices and godown of the Company.

SALES AND MARKETING SETUP

Our company is strategically positioned for sustainable growth in the plastic trading market. We
primarily serve industrial consumers by maintaining direct contact with customers to understand their
evolving needs. Our dedicated sales team actively generates leads through various channels, including
industry events. Marketing is a critical function, led by experienced professionals who leverage strong
industry relationships. Customer references are a key sales channel, with a high closure rate. Regular
customer interactions help us retain and cater to their evolving needs. Given the demand for our
products, streamlined procurement, and year-round supply, we are poised for continued growth in
the near future. We gather leads from existing customer referrals, machinery manufacturers of our

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subsidiary companies, industry associations/federations and so on.

Taking this aspect into consideration, our marketing strategy is framed as follows:

1. Lead Source Existing Customers: We maintain a loyal customer base built over decades of trust and
quality service. Hence, we gather leads from existing customer referrals.

2. Product Portfolio Expansion: We continually add products related to flexible packaging to cater to
diverse customer needs. By identifying and introducing materials beyond present portfolio of plastic
based products that are required in packaging, we ensure the continued supply of all materials for
flexible packaging under one roof.

3. Networking and Exhibitions: Our participation in industry exhibitions at Kolkata, Nepal, and
Guwahati and so on helps us expand our network and generate leads. It has allowed us to showcase
our offerings and connect with potential and new clients. Some of the exhibitions in which we
participated in FY 2022-23 are:

S.N. Exhibition Name Date Stall No.

i. India Industrial Fair Udyam 2022 22nd Apr’22 to 25th Apr’22 Hall A – Stall – 49, 50, 55
& 56
ii. Plast Nepal 2022 26th May to 28th May 2022 Stall Number 31 & 32
iii. Indplast’2022 Kolkata 25th Nov’22 to 28th Nov’22 Hall B, Stall no- 106B

4. Federation Memberships: Our present membership in two industry federations like Indian Plastics
Federation (IPF) & India Chemical Merchants & Manufacturers Association (ICMMA) provides us
access to extensive customer databases, which helps in connecting with new client base.

5. Manufacturer Leads: We receive valuable customer leads from the manufacturers of the machines
we own under the name of our subsidiary companies, enhancing our sales pipeline.

6. In-House Consumption: Our subsidiary companies utilize the materials we trade, reinforcing our
expertise and reliability. Approximately 1100 tons of granules and masterbatch uses in manufacturing
of LD films and bottle caps and handle manufacturing. Thereby, we optimize in-house consumption of
HDPE, LLDPE, and other plastics by our group companies to enhance efficiency.

7. Employee Networks: Each member of our sales team possesses an extensive network and stays
updated with market trends, ensuring agility in responding to customer demands. Our team of
marketing professionals collects orders, nurtures leads, and converts them into customers.

8. Conference: We not only take parts in exhibitions but also attend different exhibition and
conferences like ELITEE conference on specialty films and flexible packaging, which helps in getting
new principal companies and new customers.

9. End to end consultancy: We provide end to end consultancy solution on plastic waste management
rules through our sister concern company – REACT Waste Private Limited. Under this we provide one
stop solution for both principal companies and customers deals in plastic waste management by
making them registered, collecting their data and submitting the same in Central Pollution Control
Board (CPCB) portal, performing audit and meeting Extended Producer Responsibility (EPR). With the
help of above we are able to connect to many new business houses and also able to make them are
valuable customer.

10. Dealer Relationships: We leverage our role as dealers for certain companies to generate leads and
strengthen business partnerships under the guidance of Mr. Rajeev Goenka.

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11. Customer Relationship Management: We interact with our customers at various levels to
understand their needs and preferences. Our robust CRM headed by Mr. Aryan Bhojnagrawala
manages leads, tracks interactions, and monitors sales opportunities for effective lead nurturing.

12. Marketing Collateral: We create marketing materials, including brochures and catalogs, to
showcase our plastic products' value.

13. Customer Retention: We focus on our customers as the central aspect of our marketing strategy
and strive to become the preferred supplier for our customers. We prioritize excellent customer
service, loyalty, and timely product delivery to retain and satisfy our customers.

14. Market Awareness: We stay informed about industry trends, market demands, and competitors
to adapt our strategies accordingly.

15. Digital Presence: We use digital channels, such as social media and email marketing, to reach a
wider audience and engage potential customers online.

16. Feedback Loop: We encourage customer feedback to continually make improvements in our
services.

17. Performance Monitoring: We employed head of marketing department Mr. Unnat Goenka to
monitor the effectiveness of our sales and marketing efforts, making data-driven decisions for strategy
refinement.

OUR MARKETING MODEL

In above model, Mr. Rajeev Goenka is the decision maker and takes the final call and handles all big
and valuable customers like Creative, Ab polypack, Oshyan Mercantile, De Convertors personally. Mr.

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Unnat Goenka has been recently designated as marketing head to monitor the effectiveness of our
sales and marketing efforts under the personal guidance of Mr. Rajeev Goenka for strategy
refinement.
Mr. Ankit Goenka – Deals in marketing, purchase and sales of granules
Mr. Manish – Deal in Granules marketing and sales
Mr. Saket – Deals in Tape and Textile Bopp & Pearlised Bopp purchases and Sales
Mr. Aryan – Deals in Ethyle, Pet, Met Pet, Met Bopp purchase and sale and also act as a Credit
Controller, Grievance solver, Handling Warehouse, Inventory management etc
Mr. TS Banerjee – Deals in Plain and Matt Bopp purchases and sales
Mr. Pawan – Deal in Uflex Ink & Brillant Solvent less Adhesive
Mr. Sanjeev – Deals in offset printing segment and HS Bopp customer and also looks into overall Pet,
Met pet, Met Bopp, Ink, Adhesive. Also handle important customers like Raja, Bisk farm, Anmol, Sona
biscuit, flextone etc. He also deals in new product additions.

COMPETITION

Competition within the plastic-based trading and dealership business is fierce and dynamic. Due to
this industry’s unorganized and fragmented nature with many small and medium-sized companies,
there is no authentic data available to our Company on total industry size and markets share of our
Company vis-a-vis the competitors. In the trading of plastic goods, the industry is largely unorganized
with minimal entry barriers, leading to a lot of players in the market. This saturation, coupled with
price-conscious consumers, intensifies the competition as businesses constantly strive to offer the
lowest prices to attract and retain customers. Meanwhile, in the dealership segment, the landscape is
crowded with numerous distributors representing the same brands, as well as competing with
products from major players like Reliance Polymers and Jindal Polyfilms and so on. As a result, success
in both these domains requires not only competitive pricing but also effective marketing, customer
service, and differentiation strategies to stand out in this bustling marketplace.
COLLABORATION

There is no collaboration as on the date of filling of this Red Herring Prospectus.

MAJOR CUSTOMERS AND SUPPLIERS

We majorly procure our raw materials and sell our products to various customers. The following is the
breakup of top five and top ten customers and suppliers of our Company for the period ended on
September 30, 2023, based on Restated Standalone Financial Statements are as below:
(Rs. in Lakhs)
Particulars Customers Suppliers
Amount Percentage Amount Percentage
Top 5 1,602.55 29.16% 3091.29 63.53%
Top 10 2,058.28 37.45% 3,946.28 81.51%
Pursuant to the certificate dated February 05, 2024, from our Peer Review Auditor M/S Keyur Shah & Associates Chartered
Accountants.

HUMAN RESOURCES

We believe that our employees are key contributors to our business success. We focus on attracting
and retaining the best possible talent. Our company looks for specific skill-sets, interests and
background that would be an asset for our business.

As on December 31, 2023, we had 28 employees which include Accounts & Finance, Compliance,
Maintenance, Marketing & Logistics, Production & Operations, Quality, Top Level Management and
Permanent Labour. We seek to maintain a culture of innovation by empowering our employees at all

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levels of our organization. Our success depends upon our ability to attract, develop, motivate and
retain highly-skilled and multi-dimensional team members. Our people management strategy is based
on four key components: recruiting, training and development, compensation and retention.

The following table sets forth a breakdown of our employees by function as on December 31, 2023-

Function Number of Employees

Accounts & Finance 8
Legal & Compliance 2
Purchase & Logistics 10
Sales and Marketing 8
Grand Total 28

PROPERTIES

Owned Properties

S. Acquisition
Location Utility Seller Area of land
No. Date
1. Dag No. 1/1174 (R.S.) 16 (L.R) Khatian Warehouse March 31, M/S Yash Engineering 29.81
No.1597 Mouza Ankurhati, J.L. No. 30, 2010 Private Limited Decimal
Domjur, Mahiary-II Gram Panchayet Represent by Shri
District Howrah 711409 WB Chandan Mall
2. R.S AND LR Dag No. 512 Khatian No.432 Vacant land, October 09, Smt. Parul Bala 132 Decimal
Mouza Purbannya Para, J.L. No. 31 proposed for 2013 Naskar
Makardaha 1 No. Gram Panchayat, future
Domjur, District Howrah 711409 WB business use
Mouza Sirity, Khatian No.96 & 329, Dag Warehouse, February 06, 1. Sri Jawaharlal 695.231 sq.
3. no 296 and 119, CMC Premises No. 44, Proposed for 2006 Thakur mt
Chanditala Main Road, Postal Premises future use 2. Sri Rajendra Thakur
No. 35/2/2, Behala, Kolkata 700053, WB [Link] Debendra Thakur
[Link] Nagendra Thakur
4. Dag No 1680 of K.P. Patta No. 62, Office November 30, Ashok Kumar Dutta 906 square
Village- hatigaon, Mouza beltola, class 2016 feet
second basti, District-kamrup (Metro)
Assam
5. Annapurna Apartment, Flat No. 1B, First Office March 07, [Link] Kumar Mitra 846 sq. ft.
Floor, 23 Sarat Bose Road, Bhowanipore, 2013 [Link]. Tapan Kumar (Super built
Kolkata 700020 WB Mitra up)
[Link]. Nandini Das
[Link]. Kuntala Mitra
6. R.S. Dag No. 1374, R.S. Khatian No. 261, Vacant Land, February 22, Subrata Iron Foundry 17 Decimal
L.R. Dag No. 764, L.R. Khatian No. 405/2, Proposed for 2018 a Partnership Firm
Mouza -Ramanathbati J.L. No. 22, Future Represented by Sri
Jagatballavpur, Pantihal Gram Panchayat, Business Use Santu Karar and Sri
Bargachia District -Howrah 711410 WB Asit Baran Karar
7. R.S. Dag No. 1374, R.S. Khatian No. 261, Vacant Land, February 22, Subrata Iron Foundry 35 Decimal
L.R. Dag No. 764, L.R. Khatian No. 405/2, Proposed for 2018 a Partnership Firm
Mouza -Ramanathbati J.L. No. 22, Future Represented by Sri
Jagatballavpur, Pantihal Gram Panchayat, Business Use Santu Karar and Sri
Bargachia District -Howrah 711410 WB Asit Baran Karar
8. R.S. Dag No.1391, L.R. Dag No. 783, L.R. Vacant Land, February 22, Subrata Iron Foundry 28 Decimals
Khatian Nos. 156, 397 and 409, Mouza- Proposed for 2018 a Partnership Firm
Ramanathbati, J.L. No. 22 Jagatballavpur, Future Represented by Sri
Pantihal Gram Panchayat, Bargachia Business Use Santu Karar and Sri
District -Howrah Asit Baran Karar
9. R.S. Dag No. 1375, L.R. Dag No. 765. R.S. Vacant Land, February 22, Subrata Iron Foundry 40 Decimals
Khatian No. 6, L.R. Khatian No. 344 Mouza Proposed for 2018 a Partnership Firm
Ramanathbati, J.L. No. 22 Jagatballavpur, Future Represented by Sri
Pantihal Gram Panchayat, Bargachia Business Use Santu Karar and Sri

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 S. Acquisition
Location Utility Seller Area of land
No. Date
District -Howrah Asit Baran Karar
10. R.S. Dag No. 625, Khatian No. 265, Vacant Land, March 29, Sri Shyam Sunder 8 Decimals
L.R. Dag No. 667, L.R. Khatian No.5198 Proposed for 2019 Bhuiyan
Mouza Shibanandabati, J.L. No. 9, Future
Jagatballavpur, Pantihal Gram Panchayat, Business Use
Bargachia District -Howrah
11. R.S. Dag No. 1375, L.R. Dag No.765, L.R. Vacant Land, November 13, Sri Surojit Das 20 Decimals
Khatian No. 718, Mouza- Ramanathbati, Proposed for 2017
J.L. No. 22 Jagatballavpur, Pantihal Gram Future
Panchayat, District -Howrah Business Use
12. R.S. Dag No. 602, L.R. Dag No.643, Vacant Land, May 07, Smt. Rita Kundu alias 3 Decimals
L.R. Khatian Nos. 3, 26, 160/1, 236, 260/1 Proposed for 2022 Smt. Rita Rani Kundu
and 263/1 Mouza Shibanandabati J.L. No. Future (Represent by
9, Jagatballavpur, Pantihal Gram Business Use Constituted Attorney
Panchayat, District -Howrah 711410 WB namely Tilak Kumar
Bhanja)
13. R.S. Dag No. 602, L.R. Dag No.643, Vacant Land, May 07, 1. Smt. Reba 3 Decimals
L.R. Khatian Nos. 3, 26, 160/1, 236, 260/1 Proposed for 2022 Kundu alias Smt.
and 263/1 Mouza Shibanandabati J.L. No. Future Reba Rani
9, Jagatballavpur, Pantihal Gram Business Use Kundu
Panchayat, District -Howrah 711410 WB 2. Shri Raj Kumar
Kundu
3. Smt. Kumkum
Seth
4. Smt. Munmun
Dey
5. Smt. Kajal Paul
(Represent by
Constituted Attorney
namely Tilak Kumar
Bhanja)
R.S. Dag No. 602, L.R. Dag No.643, Vacant Land, May 07, Smt. Rita Kundu alias 3 Decimals
14. L.R. Khatian Nos. 3, 26, 160/1, 236, 260/1 Proposed for 2022 Smt. Rita Rani Kundu
and 263/1 Mouza Shibanandabati J.L. No. Future (Represent by
9, Jagatballavpur, Pantihal Gram Business Use Constituted Attorney
Panchayat, District -Howrah 711410 WB namely Tilak Kumar
Bhanja)
15. R.S. Dag No. 602, L.R. Dag No.643, Vacant Land, May 07, Sri Indrajit Kundu 4 Decimals
L.R. Khatian Nos. 3, 26, 160/1, 236, 260/1 Proposed for 2022 (Represent by
and 263/1 Mouza Shibanandabati J.L. No. Future Constituted Attorney
9, Jagatballavpur, Pantihal Gram Business Use namely Tilak Kumar
Panchayat, District -Howrah 711410 WB Bhanja)
“Vedic Village Unit No. “A2” Chandpur Investment in February 18, Shalini Farms Private 2300 square
16. Gram Panchayat Mouza Sikharpur Touzi property 2021 Limited feet built up
No. 49 Rajarhat, North 24 Parganas , area
700135 WB
17. Annapurna Apartment, Flat No. 2A, 2nd Office April 11, Kuntala Mitra 889 Sq. Ft.
Floor, 23 Sarat Bose Road, P.S. 2016 (Super built
Bhowanipore, Kolkata 700020 up)
18. Annapurna Apartment, Flat No. 1C, First Office June 29, 1. Arun Kumar Mitra 1127 Sq. Ft.
Floor, 23 Sarat Bose Road, PS- 2006 2. Tarun Kumar Mitra (Super built
Bhowanipore Kolkata 700020 WB [Link] Kumar Mitra up)
4. Smt. Nandini Das

Leased Properties
(Amount in Rs.)
S. Document
Location Utility Lessor Monthly Rent Period
No. Date
1. (i) Dag No.636 of K. P. Patta Eastern Agro 01.04.2023
April 01,
No.39 of village Maidam of Warehouse Processing & Tea Rs. 66500 to
2023
Beltola Mouza, Dist. Kamrup Warehousing 28.02.2024

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 S. Document
Location Utility Lessor Monthly Rent Period
No. Date
(Metro), Guwahati, Assam Cooperative Society
(3500 sq. ft.) Ltd.
(ii) Dag No.636 of K. P. Patta Eastern Agro
No.39 of village Maidam of Processing & Tea 01.04.2023
April 01,
Beltola Mouza, Dist. Kamrup Warehouse Warehousing Rs. 60800 to
2023
(Metro), Guwahati, Assam Cooperative Society 28.02.2024
(3200 sq. ft.) Ltd.
2. R.S. Plot Nos.279 and 287 Warehouse for 08-02-2023 Shakti Polypet Pvt Rs. 36,300/- A period of
recorded in R.S. Khatian IOCL Ltd (Initial two Three Years
No. 863/1, Mouza - years from from the
Binnaguri, J.L. No.3, R.S. the lease date of
Sheet No.17, Jalpaiguri, tenure) 01/01/2023
District - Jalpaiguri, PIN -
734015, WB Rs.39930/-
(only for final
year of lease
tenure)

INSURANCE

We have taken insurance policies insuring major risks relating to the stocks and other assets of
the company. However, the insurance policies may not provide adequate coverage in certain
circumstances and are subject to deductibles, exclusions and limit on coverage.

S. Name of Insured Building Insured Assets Policy Number Policy Date of

No. Company Address Amount Expiry
1 United Flat-1B & 1C, Building 0307051122P113898213 3,55,00,000 29/03/2024
India Annapoorna Superstructure
Insurance Apartment, 23, including all civil
Company Sarat Bose Road, structures & Plinth,
Limited Kolkata West and Foundation: Rs.
Bengal - 700020. 33,500,000

Furniture and
Fixtures Fittings and
other equipments: Rs.
500,000

Electrical
Installations,
Computer and
Laptops, Air
Conditioner: Rs.
15,00,000
2 United Flat- 2A, Building 0307051122P113898042 1,40,00,000 29/03/2024
India Annapoorna Superstructure
Insurance Apartment, 23, including all civil
Company Sarat Bose Road, structures & Plinth,
Limited Kolkata, West Foundation: Rs.
Bengal-700020 12,500,000

Furniture and Fixtures

Fittings and other
equipment: Rs.
550,000

Computers and
Laptops, Air
Conditioners,

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 S. Name of Insured Building Insured Assets Policy Number Policy Date of
No. Company Address Amount Expiry
Electrical Installations:
Rs. 9,50,000
3 United Dag No.1/1174 Building Superstructure 0307051122P113897897 6,00,00,000 29/03/2024
India (R.S) 16 (L.R), including all civil
Insurance Khatian No.1597, Structures & Plinth &
Company Vill. - Nimerhati, Foundation:
Limited Mouza Rs. 52,713,800
Ankurhati,
[Link].30, Ps- Lift -3 Nos, Electrical
Domjur, Installation & Fittings,
Mankardah, Computer and
Mahiary II Gram Laptops:
Panchayat, Dist.- Rs. 72,86,200
Howrah, West
Bengal -711409
4 United - Stocks - Plastic Films 0307051122P113897833 120,000,000 29/03/2024
India (BOPP, Polyester, CPP),
Insurance Plastic Granules,
Company Colour Masterbatches,
Limited Printing Inks, Ethyl
Acetate, etc.
5 United - Stocks - Plastic Films 0307051222P113898988 120,000,000 29/03/2024
India (BOPP, Polyester, CPP),
Insurance Plastic Granules, Colour
Company Masterbatches, Printing
Limited Inks, Ethyl Acetate, etc.
6 Bajaj - Stock Printing related OG-23-2405-4056-00005611 1,25,00,000 27/01/2024
Allianz items etc
General
Insurance
Company
Limited
7 Liberty Commercial Vehicle 201330140123700310803000 265,229.00 18/12/2024
General Package Policy- Goods
Insurance carrying Vehicles: TATA
Limited - MOTORS
LTD/SFC 407 GVW
5950./GVW 5950. WB-
19-G-0201
8 Liberty Commercial Vehicle 201330140123700310703000 265,229.00 18/12/2024
General Package Policy- Goods
Insurance carrying Vehicles: TATA
Limited - MOTORS
LTD/SFC 407 GVW
5950./GVW 5950. WB-
19-G-0200

INTELLECTUAL PROPERTY

The Company has following Intellectual Property Rights in the nature of trademarks in the name of
Purv Flexipack Limited:

Date of
S. No. Trademark Class Registration No. Status Applicable Laws
Application
1 06 27/10/2020 4719422 Registered The Trade Marks Act, 1999

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 Date of
S. No. Trademark Class Registration No. Status Applicable Laws
Application
2 16 27/10/2020 4719423 Registered The Trade Marks Act, 1999

3 17 27/10/2020 4719424 Registered The Trade Marks Act, 1999

4 18 27/10/2020 4719425 Registered The trade Marks Act, 1999

5 20 27/10/2020 4719426 Registered The Trade Marks Act, 1999

6 21 27/10/2020 4719427 Registered The Trade Marks Act, 1999

7 24 27/10/2020 4719428 Registered The Trade Marks Act, 1999

8 25 27/10/2020 4719429 Registered The Trade marks Act, 1999

9 28 27/10/2020 4719430 Registered The Trademarks Act, 1999

10 36 27/10/2020 4719431 Registered The Trademarks Act, 1999

11 40 27/10/2020 4719432 Registered The Trademarks Act, 1999

12 41 27/10/2020 4719433 Registered The Trademarks Act, 1999

13 43 27/10/2020 4719434 Registered The Trademarks Act, 1999

Copyright details:

S. No. Title of Work Category Issue Date Registration No. Applicant

1 Purv Group Artistic Work 20/05/2022 A-143755/2022 Purv Flexipack Private
Limited

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 KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the
Government of India and other regulatory bodies that are applicable to our business. The information
detailed in this chapter has been obtained from various legislations, including rules and regulations
promulgated by the regulatory bodies that are available in the public domain. The regulations and
policies set out below may not be exhaustive and are only intended to provide general information to
the investors and are neither designed nor intended to be a substitute for professional legal advice.
The Company may be required to obtain licenses and approvals depending upon the prevailing laws
and regulations as applicable. For details of such approvals, please see the section titled “Government
and other Approvals” on page 373.

A. STATUTORY AND COMMERCIAL LAWS

The Companies Act, 2013 & Companies Act, 1956

The Companies Act, 2013, has replaced the Companies Act, 1956 in a phased manner. The Companies
Act, 2013 received the assent of President of India on 29th August 2013. At present, almost all the
provisions of this law have been made effective except few to which extend the Companies Act, 1956
is still applicable. The Ministry of Corporate Affairs has also issued rules complementary to the
Companies Act, 2013 establishing the procedure to be followed by companies in order to comply with
the substantive provisions of the Companies Act, 2013. The Companies Act primarily regulates the
formation, financing, functioning and winding up of companies. The Companies Act, 2013 prescribes
regulatory mechanism regarding all relevant aspects including organizational, financial and managerial
aspects of companies.

Indian Contract Act, 1872

The Indian Contract Act, 1872 (“Contract Act”) codifies the way in which a contract in entered,
executed and implemented and implications of breach of a contract. The Contract Act consists of
limiting factors subject to which contract may be entered into, executed and breach enforced, as
amended from time to time. It determines the circumstances in which promise made by the parties
to a contract shall be legally binding on them. Each contract creates some right and duties upon the
contracting parties. The Contract Act deals with the enforcement of these rights and duties upon the
parties. The Contract Act also lays down provisions of indemnity, guarantee, bailment and agency.
Provisions relating to sale of goods and partnership which were originally in the Act are now subject
matter of separate enactments viz., the Sale of Goods Act, 1930 and the Indian Partnership Act 1932.
The objective of the Contract Act is to ensure that the rights and obligations arising out of a contract
are honoured and that legal remedies are made available to those who are affected.

The Sale of Goods Act, 1930

The law relating to the sale of goods is codified in the Sale of Goods Act, 1930 (“SG Act”). It defines
sale and agreement to sell as a contract whereby the seller transfers or agrees to transfer the property
in goods to the buyer for a price and provides that there may be a contract of sale between part owner
and another and that the contract of sale may be absolute or conditional. According to the provisions
of the SG Act, a contract of sale is made by an offer to buy or sell the goods for a price and the
acceptance of such offer. The SG Act further provides that the contract may provide for the immediate
delivery of the goods or immediate payment of the price or both or for the delivery or payment by
instalments or that the delivery or payment or both shall be postponed. Provisions are made in the SG
Act for existing or future goods, perishable goods, ascertainment of price, conditions and warranties,
effects of the contract, delivery to courier, duties of seller and buyer, buyer’s right of examining the
goods, liability of buyer for neglecting or refusing the delivery of goods, rights of unpaid seller, suits
for breach of the contract, sale, etc.

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Competition Act, 2002
The Competition Act, 2002 (“Competition Act”) prohibits anti-competitive agreements, abuse of
dominant positions by enterprises and regulates “combinations” in India. The Competition Act also
established the Competition Commission of India (“CCI”) as the authority under the Competition Act.
The provisions of the Competition Act relating to combinations were notified recently on 4th March,
2011 and came into effect on 1st June, 2011. Combinations which are likely to cause an appreciable
adverse effect on competition in a relevant market in India are void under the Competition Act. A
combination is defined under Section 5 of the Competition Act as an acquisition, merger or
amalgamation of enterprise(s) that meets certain asset or turnover thresholds. There are also
different thresholds for those categorized as individuals and group. The CCI may enquire into all
combinations, even if taking place outside India, or between parties outside India, if such combination
is likely to have an appreciable adverse effect on competition in India. Effective from 1st June, 2011,
all combinations have to be notified to the CCI within thirty (30) days of the execution of any
agreement or other document for any acquisition of assets, shares, voting rights or control of an
enterprise under Section 5(a) and Section 5(b) of the Competition Act (including any binding document
conveying an agreement or decision to acquire control, shares, voting rights or assets of an
enterprise); or the board of directors of a company (or an equivalent authority in case of other entities)
approving a proposal for a merger or amalgamation under Section 5(c) of the Competition Act. The
obligation to notify a combination to the CCI falls upon the acquirer in case of an acquisition, and on
all parties to the combination jointly in case of a merger or amalgamation.

Consumer Protection Act, 2019

The Consumer Protection Act, 2019 (“Consumer Act”), has repealed Consumer Protection Act, 1986
and provides for the protection of interest of the consumers and the settlement of disputes raised by
the consumers. The provisions of the Consumer Protection Act, 2019 have been made effective vide
notification no. F. No. J-9/1/2020-CPU dated July 23, 2020 and notification no. F. No. J-9/1/2020-CPU
dated July 15, 2020 as issued by the Central Government. The Consumer Act sets out a mechanism for
consumers to file complaints against, inter alia, service providers in cases of deficiencies in services,
unfair or restrictive trade practices and excessive pricing. A three-tier consumer grievance redressal
mechanism has been implemented pursuant to the Consumer Act, at the national, state and district
levels. Further, the Consumer Act established a Central Consumer Protection Authority to promote,
enforce and protect the rights of consumers. If the allegations specified in a complaint about the
services provided are proved, the service provider can be directed to inter alia remove the deficiencies
in the services in question, return to the complainant the charges paid by the complainant and pay
compensation, including punitive damages, for any loss or injury suffered by the consumer. Non-
compliance with the orders of the authorities may attract criminal penalties in the form of fines and/or
imprisonment.

Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011
The Legal Metrology Act, 2009 (“LM 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. The LM Act and rules framed thereunder regulate, inter
alia, the labelling and packaging of commodities, verification of weights and measures used, and lists
penalties for offences and compounding of offences under it. The Controller of Legal Metrology
Department is the competent authority to grant the license under the LM Act. Any manufacturer
dealing instruments for weights and measuring of goods must procure a license from the state
department under the LM Act.

The Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged Commodities Rules”) were
framed under Section 52(2) (j) and (q) of the LM Act and lay down specific provisions applicable to
packages intended for retail sale, wholesale and for export and import. A “pre –packaged commodity”
means a commodity which without the purchaser being present is placed in a package of a pre-
determined quantity. The key provisions of the Packaged Commodities Rules provide that it is illegal

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to manufacture, pack, sell, import, distribute, deliver, offer, expose or possess for sale any pre-
packaged commodity unless the package is in such standard quantities or number and bears thereon
such declarations and particulars as prescribed. Further, all pre-packaged commodities must conform
to the declarations provided thereon as per the requirement of Section 18(1) of the LM Act and no
pre-packaged commodity shall be packed with error in net quantity beyond the limit prescribed in the
first schedule of the Packaged Commodity Rules. The Packaged Commodity Rules were amended in
the year 2017 to increase protection granted to consumers. Some recent additions include increased
visibility of retail price, removal of dual maximum retail price and bringing e-commerce within the
ambit of these rules.

B. LAWS RELATING TO LABOUR AND EMPLOYMENT

Employees State Insurance Act, 1948

Employees State Insurance Act, 1948 (“ESI Act”) as amended, provides for certain benefits to
employees in case of sickness, maternity and employment injury. All employees in establishments
covered by the ESI Act are required to be insured, with an obligation imposed on the employer to
make certain contributions in relation thereto. In addition, the employer is also required to register
itself under the ESI Act and maintain prescribed records and registers.

Employees Provident Fund and Miscellaneous Provisions Act, 1952 and the schemes formulated
there under
This Employees Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”) provides for the
institution of provident funds, family pension funds and deposit linked insurance fund for the
employees in the factories and other establishments. Accordingly, the following schemes are
formulated for the benefit of such employees:

(i) The Employees Provident Fund Scheme, 1952: As per this scheme, a provident fund is
constituted and both the employees and employer contribute to the fund at the rate of 12% (or
10% in certain cases) of the basic wages, dearness allowance and retaining allowance, if any,
payable to employees per month.

(ii) The Employees’ Pension Scheme, 1995: Employees’ Pension Scheme is a pension scheme for
survivors, old aged and disabled persons. This scheme derives its financial resource by partial
diversion from the provident fund contribution, the rate being 8.33%. Thus, a part of contribution
representing 8.33% of the employee’s pay shall be remitted by the employer to the employees’
pension fund within fifteen (15) days of the close of every month by a separate bank draft or
cheque on account of the employees’ pension fund contribution in such manner as may be
specified in this behalf by the appropriate authority constituted under the EPF Act.

(iii) The Employees Deposit Linked Insurance Scheme, 1976: As per this scheme, the contribution by
the employer shall be remitted by him together with administrative charges at such rate as the
Central Government may fix from time to time under Section 6C (4) of the EPF Act, to the
insurance fund within fifteen (15) days of the close of every month by a separate bank draft or
cheque or by remittance in cash in such manner as may be specified in this behalf by the
appropriate authority constituted under the EPF Act.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“SHWW Act”)
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“SHWW Act”) provides for the protection of women at work place and prevention of sexual
harassment at work place. The SHWW Act also provides for a redressal mechanism to manage
complaints in this regard. Sexual harassment includes one or more of the following acts or behaviour
namely, physical contact and advances or a demand or request for sexual favours or making sexually

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coloured remarks, showing pornography or any other unwelcome physical, verbal or non-verbal
conduct of sexual nature. The SHWW Act makes it mandatory for every employer of a workplace to
constitute an Internal Complaints Committee which shall always be presided upon by a woman. It also
provides for the manner and time period within which a complaint shall be made to the Internal
Complaints Committee i.e. a written complaint is to be made within a period of three (3) months from
the date of the last incident. If the establishment has less than ten (10) employees, then the
complaints from employees of such establishments as also complaints made against the employer
himself shall be received by the Local Complaints Committee. The penalty for non-compliance with
any provision of the SHWW Act shall be punishable with a fine extending to Rs.50,000/- (Rupees Fifty
Thousand Only).

Shops and Establishment Laws

The shops and establishment laws govern a company in the states where it has offices/ godowns/
shops. It regulates the conditions of work and employment in shops and commercial establishments
and generally prescribes obligations in respect of registration, opening and closing hours, daily and
weekly working hours, health and safety measures, and wages for overtime work. The state law
relevant to the Company are the Shops and Commercial Establishments laws as applicable in the state
of West Bengal and Assam.

The Payment of Wages Act, 1936

The Payment of Wages Act applies to the persons employed in the factories and to persons employed
in industrial or other establishments, either directly or indirectly through a sub-contractor, where the
monthly wages payable to such persons is less than Rs. 24,000/-. The Act confers on the person(s)
responsible for payment of wages certain obligations with respect to the maintenance of registers and
the display in such factory/establishment, of the abstracts of this Act and Rules made there under.

Labour Codes
In order to rationalize and reform all labour laws in India, the Indian Government has notified four
labour codes which are yet to come into force as on the date of this Draft Prospectus, which are as
follows:

(a) The Code on Social Security, 2020*

The Code on Social Security, 2020 has been passed by both the houses of parliament and has
received the assent of the President on September 28, 2020. However, the Code on Social
Security will be in force from such date the Central Government by notification may appoint and
is yet to be notified. The said Code will subsume various social security, retirement and employee
benefit laws like ESI Act, EPF Act, Maternity Benefit Act, Payment of Gratuity Act, etc.

(b) The Code on Wages, 2019*

The Ministry of Law and Justice, Government of India has enacted the Code on Wages, 2019
(“Wage Code”) on August 8, 2019, which seeks to amend and consolidate the laws relating to
wages and bonus and matters connected therewith or incidental thereto. The Wage Code will be
in force from such date the Central Government by notification may appoint and is yet to be
notified. The Wage Code subsumes the provisions of the Payment of Wages Act, 1936, the
Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act,
1976.

(c) Industrial Relations Code, 2020

The Industrial Relations Code, 2020 received the assent of the President of India on September
28, 2020 and it proposes to subsume three existing legislations, namely, the Industrial Disputes
Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946.
The provisions of this code will be brought into force on a date to be notified by the appropriate
government.

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(d) Occupational Safety, Health and Working Conditions Code, 2020*
The Ministry of Law and Justice, Government of India has published the Occupational Safety,
Health and Working Conditions Code, 2020 (“OSH Code”) on 29th September, 2020 and the same
will be in force from such date the Central Government by notification may appoint. However,
the same has not been notified yet, The OSH Code aims to consolidate and amend the laws
regulating the occupational safety, health and working conditions of the persons employed in an
establishment and for matters connected therewith or incidental thereto. The OSH Code has
subsumed several key pieces of legislation on the working conditions of labour and consolidated
it into one comprehensive act, including, inter alia, the Contract Labour (Regulation and
Abolition) Act, 1970, the Factories Act, 1948, etc.

* These codes shall become effective on the day that the Government shall notify for this purpose.

C. TAX LAWS

The Income Tax Act, 1961

The Income Tax Act, 1961 (“Tax Act”) deals with taxation of individuals, corporate, partnership firms
and others. As per the provisions of the Tax Act, the rates at which they are required to pay tax is
calculated on the income declared by them or assessed by the authorities, after availing the
deductions and concessions accorded under the Act. The maintenance of books of accounts and
relevant supporting documents and registers are mandatory under the Tax Act. Filing of returns of
income is compulsory for all assesses. The maintenance of books of accounts and relevant supporting
documents and registers are mandatory under the Tax Act.

Customs Act, 1962

The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of
import of goods i.e. bringing into India from a place outside India or at the time of export of goods i.e.
taken out of India to a place outside India. Any Company desirous of importing or exporting any goods
is first required to get it registered and obtain an IEC (Importer Exporter Code).

Goods and Services Tax Act, 2017

The Goods and Services Tax Act, 2017 (“GST”) is one of the most significant tax reforms introduced in
the history of the Indian fiscal evolution. The central and state governments will levy GST
simultaneously, on a common taxable value, on the supply of goods and services. However, in the case
of imports and inter- state supplies, an Integrated Goods and Service Tax (“IGST”) shall be levied by
the central government, proceeds of which will be shared by the central and the recipient state
government. IGST is an Indian innovation which would help tax move along with goods/services,
across states and therefore reduce refund situations at state borders. GST is expected to bring a
significant shift from origin-based taxation to a destination-based tax structure. This is likely to impact
not only the operating business models but also the revenues of the centre/states. It has the potential
to impact cash flow, pricing, working capital, supply chain and IT systems and hence provides an
opportunity to transform your business. GST allow equal opportunity to the centre and the state to
tax all supplies of goods and services. The single GST replaced several former taxes and levies which
includes central excise duty, services tax, additional customs duty, surcharges, state-level value added
tax and octroi.

Professional Tax
The professional tax slabs in India are applicable to those citizens of India who are either involved in
any profession or trade. The State Government of each State is empowered with the responsibility of
structuring as well as formulating the respective professional tax criteria and is also required to collect
funds through professional tax. The professional taxes are charged on the incomes of individuals,
profits of business or gains in vocations.

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D. INTELLECTUAL PROPERTY LAWS

The Trade Marks Act, 1999

The Trade Marks Act, 1999 (“TM Act”) provides for the process for making an application and
obtaining registration of trademarks in India. The purpose of the TM Act is to grant exclusive rights to
marks such as a brand, label, heading and to obtain relief in case of infringement for commercial
purposes as a trade description. The TM Act prohibits registration of deceptively similar trademarks
and provides for penalties for infringement, falsifying and falsely applying trademarks.

The Copyright Act, 1957

The Copyright Act, 1957 (“Copyright Act”) governs the copyright protection in India. Under the
Copyright Act, copyright may subsist in original literary, dramatic, musical or artistic works,
cinematograph films, and sound recordings. While copyright registration is not a pre-requisite for
acquiring or enforcing a copyright, registration creates a presumption favouring ownership of the
copyright by the registered owner. Copyright registration may expedite infringement proceedings and
reduce delay caused due to evidentiary considerations. Once registered, the copyright protection of a
work lasts for sixty (60) years. The remedies available in the event of infringement of a copyright under
the Copyright Act include civil proceedings for damages, account of profits, injunction and the delivery
of the infringing copies to the copyright owner.

E. LOCAL LAWS

Kolkata Municipal Corporation Act, 1980

The Kolkata Municipal Corporation Act, 1980 (“KMC Act”) has been enacted to amend and consolidate
the law relating to the municipal affairs of Kolkata. The KMC Act provides law in relation to town
planning, construction of buildings, water supply and general social and economic development of the
city of Kolkata. Under Chapter XII of the KMC Act, every person engaged or intending to be engaged
in any profession, trade or calling, in Kolkata as mentioned in Schedule IV of the KMC Act is required
to obtain certificate of enlistment or get the same renewed annually, as the case maybe, from the
Municipal commissioner under the KMC Act.

Howrah Municipal Corporation Act, 1980

The Howrah Municipal Corporation Act, 1980 (“HMC Act”) has been enacted to provide better
administration of the municipal affairs of Howrah by the establishment of a Municipal Corporation.
Section 87 of the HMC Act provides the Howrah Municipal Corporation with the power to levy taxes
on profession, trades and callings within its jurisdiction. Section 102 read with Schedule III of the HMC
Act provides for the rate of tax on profession, trades and callings that are that are levied by the Howrah
Municipal Corporation.

West Bengal Fire Services Act, 1950

The West Bengal Fire Services Act, 1950 (“Fire Act”) has been enacted to provide for the maintenance
of a fire brigade, for the licensing of warehouses and for certain other matters. Under the provisions
of the Fire Act, the owner or the occupier of a high risk building or part thereof shall provide fire
prevention and fire safety measures in such building or part thereof and the occupier shall maintain
the fire prevention and fire safety measures in good repair and in efficient conditions at all times.
Further, the owner or occupier of a high-risk building is required to obtain a ‘Fire Safety certificate’
under the Fire Act which will be the ‘no objection’ regarding fire prevention and fire safety measures
for a building under certain legislations as specified under the Fire Act. Further, under the Fire Act, the
owner or the occupier is required to obtain license for premises in such area where the Fire Act is
applicable which will be used for purpose of storing or processing any hazardous substance beyond
such quantity as prescribed.

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West Bengal Panchayat Act, 1973 and West Bengal Municipal Corporation Act, 2006
The West Bengal Panchayat Act, 1973 and the rules thereunder has been enacted to administer trade
establishments established within the jurisdiction of a panchayat in West Bengal. Under section 47 of
the West Bengal Panchayat Act, 1973 read with Rule 58 of the West Bengal Panchayat (Gram
Panchayat Administration) Rules, 2004, a Gram Panchayat will issue provisional certificate of
registration for running trade, wholesale or retail within its jurisdiction.

As per Section 403 of the West Bengal Municipal Corporation Act, 2006 from the date of
commencement of the said act, the provisions of the West Bengal Panchayat Act, 1973 shall cease to
apply to any area constituted, or deemed to have been constituted as a municipal corporation area
under West Bengal Municipal Corporation Act, 2006. However, under section 264 of the West Bengal
Municipal Corporation Act, 2006, permission granted under the West Bengal Panchayat Act, 1973, for
the erection or construction of any new structure or building or addition to any structure or building
in any area under any of the said acts, shall, upon inclusion of such area in the municipal corporation
shall be deemed to have been granted under West Bengal Municipal Corporation Act, 2006.

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 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

BRIEF HISTORY OF OUR COMPANY

Our Company was originally incorporated as a Private Limited in the name of “Purv Flexipack Private
Limited” (PFPL) under the Provision of Companies Act, 1956, pursuant to a certificate of incorporation
dated May 11, 2005, issued by the Registrar of Companies, West Bengal bearing the Corporate
Identification Number U25202WB2005PTC103086. In the year 2014, M/s. Pushpanjali Tradelink
Private Limited was merged with PFPL pursuant to the Scheme of Amalgamation as approved by the
High Court of Calcutta vide order dated July 08, 2014.

Further, in the year 2019, M/s. Aryadeep Construction Private Limited, M/s. Gajgamini Distributors
Private Limited and M/s. Vidyalaxmi Vincom Private Limited was merged with PFPL pursuant to the
Scheme of Amalgamation as approved by the National Company law Tribunal (“NCLT”), vide order
dated May 30, 2019.

Pursuant to conversion of private company to public company vide special resolution passed by the
members at their Extraordinary General Meeting of our Company held on February 02, 2023, our
Company was converted into a public limited company under the Companies Act, 2013. Consequently,
the name of our Company was changed to “Purv Flexipack Limited” and a fresh certificate of
incorporation consequent upon conversion from a private limited company to a public limited
company was issued to our Company by the RoC, on August 03, 2023 and our Corporate Identification
Number is U25202WB2005PLC103086. The registered office of our company is situated at Annapurna
Apartment, Suit 1c, 1st Floor 23 Sarat Bose Road, Kolkata West Bengal- 700020

CHANGES IN THE REGISTERED OFFICE

Presently, the Registered office of the Company is situated at Annapurna Apartment, Suit 1C, 1st Floor
23 Sarat Bose Road Kolkata West Bengal 700020. The details of change in the Registered Office of the
Company are as follows:

S. No. Effective Date Details of change in the address of the Registered Office Reason for change
The registered office of our Company was changed from 55/3,
Administrative
1. 07.05.2019 Chanditolla Main Road, Kolkata 700053 to Annapurna Apartment,
Convenience
Suit 1c, 1st Floor 23 Sarat Bose Road Kolkata WB 700020 IN

MAIN OBJECTS OF OUR COMPANY

The main objects contained in our Memorandum of Association are as follows:

1. To carry on the business as manufacturers, importers, exporters, processors, slitters, convertors,

metallizers, stockists, agents, distributers, buyers or sellers and dealers in all kinds of Plastic and
Plastic Goods, Packaging Materials, Pulp and Paper, Rubber and Rubber Products, Chemicals &
adhesives.

AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION

Set out below are the amendments to our Memorandum of Associations since incorporations:

Date of Type of Details of the modifications

Meeting Meeting
August EGM The authorized share capital of Rs. 1,00,00,000/- (Rs. One Crore only) consisting of
13, 2007 1,00,000 Equity shares of Rs. 100/- each was increased to Rs. 5,00,00,000/- (Rs. Five

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 Date of Type of Details of the modifications
Meeting Meeting
Crore Only) consisting of 5,00,000 Equity shares of Rs. 100/- each.
July 08, Pursuant to Pursuant to the amalgamation of Pushpanajali Tradelink Private Limited with our
2014 scheme of Company, whereby the authorized share capital of Pushpanajali Tradelink Private
Amalgamation Limited was consolidated with our Company, Clause V of the Memorandum of
as approved Association was amended to reflect an increase in the authorized share capital from
by High Court Rs. 5,00,00,000 divided into 5,00,000 Equity Shares of Rs.100 each to Rs.5,38,00,000
of Calcutta divided into 5,38,000 Equity Shares of Rs. 100 each.
March 13, EGM The authorized share capital of Rs. 5,38,00,000/- (Rs. Five Crore Thirty-Eight Lacs
2015 only) consisting of 5,38,000 Equity shares of Rs. 100/- each was increased to Rs.
14,38,00,000/- (Rs. Fourteen Crore Thirty-Eight Lacs Only) consisting of 14,38,000
Equity shares of Rs. 100/- each.
May 30, Pursuant to Pursuant to the amalgamation of Aryadeep Construction Private Limited, Gajgamini
2019 scheme of Distributors Private Limited and Vidyalaxmi Vincom Private Limited with our
Amalgamation Company, authorized share capital of the said Transferor Company was consolidated
as approved with our Company, Clause V of the Memorandum of Association was amended to
by NCLT reflect an increase in the authorized share capital from Rs. 14,38,00,000 divided into
Kolkata Bench 14,38,000 Equity Shares of Rs.100 each to Rs.14,82,00,000 divided into 14,82,000
Equity Shares of Rs. 100 each.
December EGM The authorized share capital of Rs. 14,82,00,000/- (Rs. Fourteen Crore Eighty-Two
21, 2022 Lacs only) consisting of 14,82,000 Equity shares of Rs. 100/- each was increased to
Rs. 22,00,00,000/- (Rs. Twenty-Two Crores Only) consisting of 22,00,000 Equity
shares of Rs. 100/- each.
February EGM The authorized share capital of Rs. 22,00,00,000/- (Rs. Twenty-Two Crores Only)
02, 2023* consisting of 22,00,000 Equity shares of Rs. 100/- each. was sub- divided to Rs.
22,00,00,000/- (Rs. Twenty-Two Crores Only) consisting of 2,20,00,000 Equity shares
of Rs. 10/- each.
*Our company vide a special resolution passed at the Extra-Ordinary General Meeting held on February 02, 2023, has Sub-
Divided the nominal value of the equity shares of the Company from the existing of Rs. 100 each to Rs. 10/- each.

MAJOR EVENTS AND MILESTONES

Purv Flexipack Limited, the then Purv Flexipack Private Limited incorporated in 2005 is a flagship
company of the Purv Group having corporate and registered office at 23 Sarat Bose Road, Kolkata WB
700020 IN.

The Group first started trading business in the year 1994 under the proprietorship firm named SR
Enterprises. Having decades of experience in the flexible packaging industry, our company has
pioneered in extending packaging solutions across various industries. Our company is actively working
as an agency house in India, marketing for products of reputed brands.

The following table sets forth the key events and major milestones in the history of our Company,
since incorporation:

Year Events
2005 Incorporated as Purv Flexipack Private Limited to trade into petroleum products across flexible
packaging film, inks, adhesives, pigments, etc.
2005 Started distribution of Polyester, BOPP & Metalized Films for SRF Ltd. Collaborated with Poddar
Pigments Ltd. for distribution of master batches.
2008 Expanded and opened branch in Guwahati. Added inks in the portfolio from Uflex Ltd.
2013 Added Titanium Dioxide in the portfolio from Tronox Ltd.
2017 Became the Del Crede Associate (DCA) cum Consignment Stockist (CS) of Indian Oil Corporation
Ltd. for PP & PE Granules for Kolkata region.
2018 Added Solvent less adhesive from Brilliant Polymers Pvt. Ltd.
2019 Extended the DCA & CS business with IOCL to Siliguri & Bihar region.
2023 Started Non-IOCL grade Polymer import

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KEY AWARDS, ACCREDITATIONS OR RECOGNITION

Year Details
2021-22 Awarded “Highest New Grade Sales” in East Zone by Indian Oil Corporation Limited (IOCL)

TIME AND COST OVERRUN

As on the date of this Red Herring Prospectus, there have been no time and cost overruns in any of the
projects undertaken by the company.

LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY IN NEW GEOGRAPHIES OR EXIT FROM EXISTING
MARKETS

For details of key products or services launched by our Company, capacity/ facility creation, location
of our plants and entry into new geographies or exit from existing markets, see “Our Business” on page
167.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/ BANKS

There have been no defaults or rescheduling of borrowings from financial institutions or banks as on
the date of this Red Herring Prospectus.

MATERIAL ACQUISITION OR DISINVESTMENTS OF BUSINESS / UNDERTAKINGS, MERGERS AND

AMALGAMATION IN LAST TEN YEARS

Our Company has made business acquisition, merger and amalgamation in the last ten years from the
date of this Red Herring Prospectus details of which are mentioned under the head “Our History and
Certain other Corporate Matters - Mergers Amalgamation and Acquisitions in the History of our
Company” on page 206.

REVALUATION OF ASSETS IN LAST TEN YEARS

There has been no revaluation of assets of our Company in the last ten years from the date of this Red
Herring Prospectus.

OUR HOLDING/SUBSIDIARY COMPANY

HOLDING COMPANY

As on the date of this Red Herring Prospectus, M/s Purv Logistics Private Limited (Formerly Known as
Ashirvad Infradev Private Limited holds 66.17% of the issued, subscribed, and paid-up Equity Share
capital of our Company. For details of M/s Purv Logistics Private Limited (Formerly Known as Ashirvad
Infradev Private Limited, see “Our Promoter and Promoter Group” on page 225.

SUBSIDIARY COMPANY

As of the date of this Red Herring Prospectus, we have One subsidiary which is as follows:

1. Cool Caps Industries Limited (Formerly known as Cool Caps Industries Private Limited)

Corporate Information
Cool Caps Industries Limited was originally incorporated as a Private Limited Company in the name of
“Cool Caps Industries Private Limited” under the provisions of the Companies Act, 2013 vide

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Certificate of Incorporation dated November 20th, 2015 issued by Registrar of Companies, Kolkata,
West Bengal bearing Corporate Identification Number U27101WB2015PTC208523. Subsequently,
company was converted into Public Limited Company vide Shareholders Resolution passed at the
Extra-Ordinary General Meeting held on March 05th, 2021 and name of company was changed to “Cool
Caps Industries Limited” pursuant to issuance of Fresh Certification of Incorporation dated April 12th,
2021 by Registrar of Companies, Kolkata bearing Corporate Identification Number
U27101WB2015PLC208523.

The Equity Shares of Cool Caps Industries Limited are currently Listed on “NSE EMERGE” Platform.

Financial Performance:
Financial information in relation to Cool Caps Industries Limited for FY 2022-23, FY 2021-22 and FY
2020-21 are available on our Company’s website at [Link]

Board of Directors
Boards of Directors and KMP of Cool Caps Industries Limited as on the date of this Red Herring
Prospectus are as follows:

S. No. Name of Director/KMP Designation

1 Rajeev Goenka Managing Director
2 Vanshay Goenka Director
3 Poonam Goenka Director
4 Mohit Dujari Independent Director
5 Sanjay Kumar Vyas Independent Director
6 Arijit Ghosh Company Secretary
7 Jai Prakash Shaw CFO(KMP)
8 Unnat Goenka Additional Director

Cool Caps Industries Limited is Holding Company of the following Companies which are its wholly
owned subsidiaries:
• Purv Packaging Private Limited
• Purv Ecoplast Private Limited
• Purv Technoplast Private Limited (Erstwhile Known as Purv Agro Farms Pvt Ltd)

Registered Office
1. The registered office of Cool Caps Industries Limited is situated at 23 Sarat Bose Road Flat No. 1C,
1st Floor, Kolkata, West Bengal - 700020 India

2. The manufacturing units are situated at Saraswati Complex, Nimerhati, P.O. Makardah, Domjur,
Howrah – 711409, West Bengal and Plot No - E2A, Sector-1, Industrial Area Kotdwar, IIE Siggadi
Growth Centre, Village Kotdwar, Pauri Garhwal -246149, Uttarakhand.

Main Objects of Cool Caps Industries Limited

1. To carry on the business as manufactures, importers, exporters, traders, dealers, whole-sellers,
retailers, distributors, stockiest, buyers, sellers, agents, processors, slitters, convertors, metallizer,
coater, rewinder, pouch making of polyester film, BOPP film, CPP film, LD-LLDPE(poly) film,
Holographic film, Plastic granules, all types of plastic preforms, injection & compression moulded
plastic items namely Caps, Buckets, Cups, Bottles etc. & all kinds of packaging films & packing raw
materials, plastic & plastic goods, pulp & paper, rubbers & rubber products, chemicals, printing
inks & adhesives. PP &Pct Performs compression & injection plastic & other Moulded caps.
2. To carry on in India or elsewhere business as manufacturers, producers, merchants, agents, sub-
agents, brokers, distributors, canvassers, indenters, consignors, carriers, consigners, transport

Page 201 of 472

 agents, dealers, traders, depot managers, importers and exporters in all kind of merchandise,
commodities, articles, things and goods.

Capital Structure and Shareholding Pattern

The authorized share capital of Cool Caps Industries Limited is Rs. 15,00,00,000 divided into
1,50,00,000 equity shares of Rs. 10/- each. It’s issued, subscribed and the paid-up equity share capital
is Rs. 11,56,000,00 divided into 1,15,60,000 equity shares of Face Value of Rs. 10/- each. Our Company
holds 71,26,500* equity shares of Rs. 10 each aggregating to 61.66% of the issued and paid-up Equity
share capital of Cool Caps Industries Limited.

WHOLLY OWNED SUBSIDIARIES OF COOL CAPS INDUSTRIES LIMITED

1. Purv Packaging Private Limited

Corporate Information
Purv Packaging Private Limited was incorporated as a Private Limited Company under the provisions
of the Companies Act, 2013 vide Certificate of Incorporation dated October 17th, 2020 issued by
Registrar of Companies, Kolkata, West Bengal bearing Corporate Identification Number
U25209WB2020PTC240595.

Registered Office
1. The registered office of Purv Packaging Private Limited is situated at 23, Sarat Bose Road,
Annapurna Apartment, 1st Floor, Flat- 1B, Kolkata, West Bengal - 700020
2. The manufacturing units is situated at Dag No. 1/1174 (R.S.) 16 (L.R) Khatian No.1597 Mouza
Ankurhati, J.L. No. 30, Domjur, Mahiary-II Gram Panchayet District Howrah 711409, Kolkata.

Main Objects of Purv Packaging Private Limited

1. To carry on business as traders, importers, exporters of and dealers in polymers, monomers,
elastomers and resins of all types, grades and copolymer formulations and in all forms such as
resins/chips, powder, flakes, granuales, films sheets, tubes, pipes, fibres, laminates or as processed
goods and including specifically polyethelene, polypropylene, Cast Polypropylene, Biaxially Oriented
Polypropylene, polymethyl, ploystyrene, polyvinyleacetate, methacrylate, expoxy resins, alkide
resins melamine, polyesters such as polyethelene, terephthallate and polyethelene, isophthallate,
or any other or new substances being improvements upon, modifications of or being derived from
additions to petrochemicals or other products or resulting from any process.
2. To carry on the business of manufacturers, spinners, weavers, doublers, ginners, pressers, packers,
balers, importers, exporters, buyers, sellers and dealers of polyester resins/chips, polyproplene
resin/chips, nylon chips/moulding powder, polyester yarn of all kinds, polypropylene yarn of all
kinds, nylon yarn of all kinds, polymers, chemical and synthetic fibres, staple fibre, and any other
man made fibre, rayon yarn namely viscose, filament rayon, continuous filament yarn or artificial
silk yarn, acrylic fibre or alcohol fibre, synthetic and/or natural fibres and fibrous materials and the
production thereof and all by-products of substances and the business of bleaching, printing,
dyeing, combing, knitting, cleaning and dealing in yarn, fabric cloth, linen and other goods, and
fabrics whether textile, netted or looped and other goods or merchandise made therefrom, and to
transact all manufacturing or curing, finishing and preparing process in connection therewith.

Financial Performance:
Financial information in relation to Purv Packaging Private Limited for FY 2022-23, FY 2021-22 and FY
2020-21 are available on our Company’s website at [Link]/purv-packaging-private-
limited/

Capital Structure and Shareholding Pattern

The authorized share capital of Purv Packaging Private Limited is Rs. 15,00,000 divided into 1,50,000,

Page 202 of 472

equity shares of Rs. 10/- each. It’s issued, subscribed and the paid-up equity share capital is Rs.
10,00,000 divided into 1,00,000 equity shares of Face Value of Rs. 10/- each.

The following table details the shareholding of Purv Packaging Private Limited:

S. No. Name of the Director No. of Equity Shares held

1. Cool Caps Industries Limited 99,990
2. Rajeev Goenka (Nominee shareholder of Cool Caps Industries Limited) 10
TOTAL 1,00,000

Board of Directors
Boards of Directors and KMP of Purv Packaging Private Limited as on the date of this Red Herring
Prospectus are as follows:

[Link]. Name of Director/KMP Designation

1 Rajeev Goenka Director
2 Vanshay Goenka Director

2. Purv Ecoplast Private Limited

Corporate Information
Purv Ecoplast Private Limited was incorporated as a Private Limited Company under the provisions of
the Companies Act, 2013 vide Certificate of Incorporation dated June 29th, 2020 issued by Registrar of
Companies, Kolkata, West Bengal bearing Corporate Identification Number
U37200WB2020PTC237712.

Registered Office
1. The registered office of Purv Ecoplast Private Limited is situated at Annapurna Apartment Flat 1b
1st Floor, 23 Sarat Bose Road, Kolkata, West Bengal - 700020

2. The manufacturing unit is situated at Vill and P.O.- Jalabiswantpur. P.S-Panchla, Howrah -711322,
West Bengal, Kolkata.

Main Objects of Purv Ecoplast Private Limited

1. To carry on the business, whether within or outside India, of collection, segregation,
transportation, trading, processing, composting, recycling, treatment and disposal of all types of
Plastic waste and including plastic waste and pet plastics and to undertake use, sale, marketing
and/or distribution of all products and by-products that are generated in the process of treatment
or disposal of Plastic waste products and to develop, construct, operate and/or maintain/manage
processing facilities for all types of plastic waste products and to also undertake development,
marketing, purchase, sale and/or trading of financial instruments that would enable the financing
of waste collection, treatment or processing projects and any other related activities.
2. To carry on the business of manufacturers, producers, importers, exporters, buyers, sellers,
dealers, stockists, suppliers, wholesalers, distributors, retailers, and jobbers of plastic and plastic
related waste.
3. To promote own, acquire, construct, erect, maintain, improve, manage, operate, alter, carry on,
control, take on lease, advise and render assistance in the construction, erection and
maintenance, improvement or working of any industry, company, venture, and system or scheme
in the area of collection, transportation, processing and disposal of plastic and plastic related
waste.
4. To carry on the business of manufacturers, producers, importers, exporters, buyers, sellers,
dealers, stockists, suppliers, wholesalers, distributors, retailers, and jobbers of Multilayer Flexible
Films and allied products.

Page 203 of 472

Financial Performance:
Financial information in relation to Purv Ecoplast Private Limited for FY 2022-23, FY 2021-22 and FY
2020-21 are available on our Company’s website at [Link]

Capital Structure and Shareholding Pattern

The authorized share capital of Purv Ecoplast Private Limited is Rs. 5,00,00,000 divided into 50,00,000
equity shares of Rs. 10/- each. It’s issued, subscribed and the paid-up equity share capital is Rs.
10,00,000 divided into 1,00,000 equity shares of Face Value of Rs. 10/- each.

The following table details the shareholding of Purv Packaging Private Limited:

S. No. Name of the Director No. of Equity Shares held

1. Cool Caps Industries Limited 99,990
2. Rajeev Goenka (Nominee shareholder of Cool Caps Industries Limited) 10
TOTAL 1,00,000

Board of Directors
Boards of Directors and KMP of Purv Ecoplast Private Limited as on the date of this Red Herring
Prospectus are as follows:

[Link]. Name of Director/KMP Designation

1 Rajeev Goenka Director
2 Vanshay Goenka Director

3. Purv Technoplast Private Limited (Erstwhile Known as Purv Agro Farms Pvt Ltd)

Corporate Information
Purv Technoplast Private Limited was incorporated as a Private Limited Company under the provisions
of the Companies Act, 2013 vide Certificate of Incorporation dated July 19th, 2020 issued by Registrar
of Companies, Kolkata, West Bengal bearing Corporate Identification Number
U25111WB2020PTC238179.

Registered Office
The registered office of Purv Technoplast Private Limited is situated at Annapurna Apartment Flat 1b
1st Floor, 23 Sarat Bose Road, Kolkata, West Bengal - 700020

Main Objects of Purv Technoplast Private Limited

1. To carry on in India or elsewhere the business of manufacture, process, produce, convert,
commercialize, design, develop, display, moulding of all kinds (including but not limited to
injection moulding), remoulding, blowing, extrusion, draw, dye and other allied processes
made of plastics, plastic scrap, l-IDPI PVC, LDPE, LLDPE, PET, Polystyrine, nylon, polymers, co
polymers, monomers, elastomers, resins, polyesters and other allied materials with; or without
combinations of other ferrous or non-ferrous materials, papers and paper products,
organic and inorganic chemicals, polymers, resins and its derivatives and / or all kind of
polymer and rubber products.
2. To buy, sell, import, export, promote, remodel, service, supply, or to act as agent,
broker, concessionaries, merchant exporters, collaborator, consignor, job worker, export
house or otherwise to deal in all shapes, sizes, varieties in form of monofilaments, pipes,
furniture, baggages, shard wares, sheets films, laminations, caps and closures, handles, pre-
form, bottles, pumps, tubes packaging material etc. to be used in industries, trade,
commerce, utilities, hospitals, transports, aviation, entertainments, hotels, houses, stores,
agriculture, packing, electrical & electronics and other allied industries.

Page 204 of 472

Financial Performance:
Financial information in relation to Purv Technoplast Private Limited for FY 2022-23, FY 2021-22 and
FY 2020-21 are available on our Company’s website at [Link]
technoplast/

Capital Structure and Shareholding Pattern

The authorized share capital of Purv Technoplast Private Limited is Rs. 5,00,00,000 divided into
50,00,000 equity shares of Rs. 10/- each. It’s issued, subscribed and the paid-up equity share capital is
Rs. 2,16,00,000 divided into 21,60,000 equity shares of Face Value of Rs. 10/- each.

The following table details the shareholding of Purv Packaging Private Limited:

S. No. Name of the Director No. of Equity Shares held

1. Cool Caps Industries Limited 21,59,990
2. Rajeev Goenka (Nominee shareholder of Cool Caps Industries Limited) 10
TOTAL 21,60,000

Board of Directors
Boards of Directors and KMP of Purv Technoplast Private Limited as on the date of this Red Herring
Prospectus are as follows:

[Link]. Name of Director/KMP Designation

1 Rajeev Goenka Director
2 Vanshay Goenka Director

4. [Link] Waste Tech Private Limited (Erstwhile Known as Purv Food & Beverages Private Limited)

Corporate Information
[Link] Waste Tech Private Limited was incorporated as a Private Limited Company under the
provisions of the Companies Act, 2013 vide Certificate of Incorporation dated July 24, 2020 issued by
Registrar of Companies, Kolkata, West Bengal bearing Corporate Identification Number
U37100WB2020PTC238337.

Registered Office
The registered office of [Link] Waste Tech Private Limited is situated at Annapurna Apartment Flat
1b 1st Floor, 23 Sarat Bose Road, Kolkata, West Bengal - 700020

Main Objects of [Link] Waste Tech Private Limited

1. To carry on in India or elsewhere the business of collection, segregation, transportation,
trading, processing, composting, recycling, treatment and disposal of all types of plastic
waste. To use, sale, market and/or distribute all products and by -products that are
generated in the process of treatment or disposal of plastic waste. To develop, construct,
operate and/or maintain/manage and processing facilities for all types of plastic waste
and any other related activities.
2. To carry on in India or elsewhere the business to provide, commercialize, control,
develop, establish, handle, operate, hold, pack, organize, promote, service,
supervise, represent and deal in all types of reusable plastic materials through
recycling operations, remediation services for decontaminatin g the environment,
soil or groundwater.
3. To carry on in India or elsewhere the business of providing consultancy services as Extended
Producers Responsibility (EPR) for designing durable and recyclable products. To provide
consultancy services for production of durable and recyclable products to reduce the waste
generation and to protect the environment. The EPR process will include improving the
collection process of scrap, recycling and treatment of the waste products etc.

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Financial Performance:
Financial information in relation to [Link] Waste Tech Private Limited for FY 2022-23, FY 2021-22 and
FY 2020-21 are available on our Company’s website at [Link]
technoplast/

Capital Structure and Shareholding Pattern

The authorized share capital of [Link] Waste Tech Private Limited is Rs. 15,00,000 divided into
1,50,000 equity shares of Rs. 10/- each. It’s issued, subscribed and the paid-up equity share capital is
Rs. 2,00,000 divided into 20,000 equity shares of Face Value of Rs. 10/- each.

The following table details the shareholding of [Link] Waste Tech Private Limited:

S. No. Name of the Director No. of Equity Shares held

1. Cool Caps Industries Limited 19,000
2. Rajeev Goenka (Nominee shareholder of Cool Caps Industries Limited) 1,000
TOTAL 20,000

Board of Directors
Boards of Directors and KMP of [Link] Waste Tech Private Limited as on the date of this Red Herring
Prospectus are as follows:

[Link]. Name of Director/KMP Designation

1 Rajeev Goenka Director
2 Vanshay Goenka Director
3 Poonam Goenka

ACCUMULATED PROFITS OR LOSSES

There are no accumulated profits or losses of our Subsidiary companies that have not been accounted
for by our Company in the Restated Consolidated Summary Statements as per applicable accounting
standards.

JOINT VENTURES OF OUR COMPANY

As on the date of this Red Herring Prospectus, our Company has not entered into any joint ventures.

TIME AND COST OVERRUNS IN SETTING UP PROJECTS

As on the date of this Red Herring Prospectus, there have been no time and cost overruns in any of
the projects undertaken by our Company.

CAPACITY/FACILITY CREATION, LOCATION OF PLANTS

Our company is engaged in the business of trading of plastic and plastic goods, packaging material
including packaging films, foil, strip, etc. Our company operates from registered office situated at 23
Sarat Bose Road Flat No. 1C, 1st Floor, Annapurna Apartment, Kolkata, West Bengal - 700020 India.
For details in relation to the location of our manufacturing units and capacity creation, see “Our
Business” on page 167.

SIGNIFICANT STRATEGIC AND FINANCIAL PARTNERSHIP

As on date of this Red Herring Prospectus our Company does not have any strategic and financial
partnership. Apart from the various arrangements with bankers and financial institutions which our
company undertakes in the ordinary course of business, our company does not have any other financial
partners.

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MERGERS AMALGAMATION AND ACQUISITIONS IN THE HISTORY OF OUR COMPANY

Under the Scheme of Amalgamation order passed under section 230 and 232 of the Companies Act
2013 there has been 2 (two) merger and acquisition of businesses and undertakings by our Company:

1. Under the National Company Law Tribunal, Kolkata Bench, order vide dated May 30, 2019 wherein
our Company amalgamated with 3 (three) transferor companies namely, Aryadeep Construction
Private Limited (ACPL), a company incorporated under the provisions of Companies Act, 1956
having CIN U45400WB2012PTC173291, Gajgamini Distributors Private Limited (GDPL), a company
incorporated under the provisions of Companies Act, 1956 having CIN U51909WB2012PTC172306
and Vidyalaxmi Vincom Private Limited (VVPL), a company incorporated under the provisions of
Companies Act, 1956 having CIN U51909WB2012PTC172244.
2. Under the High Court order dated July 08, 2014 wherein our Company amalgamated with a
transferor company namely, Pushpanjali Tradelink Private Limited, a company incorporated under
the provisions of Companies Act, 1956 having CIN U17221WB2008PTC126513.

SHAREHOLDERS’ AGREEMENTS AND OTHER AGREEMENTS

Our Company has not entered into any agreements / arrangements with shareholders before the filing
of this Red Herring Prospectus.

AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR A DIRECTOR OR PROMOTERS OR ANY OTHER

EMPLOYEE OF THE COMPANY

There are no agreements entered into except in the ordinary course of business by a Key Managerial
Personnel or Director or 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.

INJUNCTIONS OR RESTRAINING ORDERS

Our Company is not operating under any injunction or restraining order.

MATERIAL AGREEMENTS

Our Company has not entered into any material agreements with strategic partners, joint venture
partners and/or financial partners, other than in the ordinary course of business of our Company
except as mentioned under chapter titled “Material Contracts and Documents for Inspection” on page
470.

STRIKES AND LOCK-OUTS

Our Company has, since incorporation, not been involved in any labour disputes or disturbances
including strikes and lock- outs. As on the date of this Red Herring Prospectus, our employees are not
unionized.

CAPITAL RAISING ACTIVITIES THROUGH EQUITY OR DEBT

For details in relation to our capital raising activities through equity and debt, please refer to the
chapters titled “Financial Information as Restated” and “Capital Structure” beginning on page 238
and 92 respectively.

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 OUR MANAGEMENT

BOARD OF DIRECTORS

Under the Articles of Association our Company is required to have not less than three (3) Directors
and not more than fifteen (15) directors, (including Debenture and Alternate Directors), subject to the
applicable provision of the Companies Act, 2013, As on the date of this Red Herring Prospectus, our
Board comprises of Five (5) Directors including one (2) Executive Directors and three (3) Non-
executive Directors out of which two (2) are Independent Directors.

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

Sr. Name, designation, Date of Birth, period of

Current Term Other Directorship
No. directorship, address, occupation and DIN
Vanshay Goenka For a term of 5 Indian companies:
years subject 1. Purv Logistics Private Limited
Designation: Managing Director to retire by 2. Purv Knowledge Solutions Private
rotation. Limited
Date of birth: October 29, 1994 3. Purv Films Private Limited
4. Cool Caps Industries Limited
Address: 3, Mullen Street, L.R. Sarani, Kolkata- 5. Purv Ecoplast Private Limited
700020 West Bengal 6. Purv Technoplast Private Limited
7. Purv Packaging Private Limited
Occupation: Business 8. Enablecap Private Limited
9. Enablecap Investment Services
1.
Age: 29 Years Private Limited
10. [Link] Waste Tech Private Limited
Period of directorship: Initially appointed as 11. Purvac Packaging Private Limited
Additional Director from April 18, 2016, after
expiry of his term, appointed as a Director Foreign companies: None
from September 30, 2016. Later re-appointed
as Managing Director on February 02, 2023. LLPs:
1. Rashvansh Realtors LLP
DIN: 06444159 2. IV Capital Ventures LLP

Nationality: Indian
Rajeev Goenka For a term of 5 Indian companies:
years subject 1. Purv Logistics Private Limited
Designation: Chairman & Non-Executive to retire by 2. Purv Knowledge Solutions Private
Director rotation. Limited
3. Purv Films Private Limited
Date of birth: August 02, 1971 4. Top Grain Investment Consultants
Private Limited
Address: 3, Mullen Street, L.R. Sarani, Kolkata- 5. Cool Caps Industries Limited
700020 West Bengal 6. Purv Ecoplast Private Limited
7. Purv Technoplast Private Limited
2.
Occupation: Business 8. Purv Packaging Private Limited
9. Calendula Barter Private Limited
Age: 52 Years 10. Rishi Management Services
Private Limited
Period of directorship: Director since 11. [Link] Waste Tech Private Limited
Incorporation May 11, 2005. Later re-
appointed as Chairman and Non-Executive Foreign companies: None
Director on February 02, 2023
LLPs:
DIN: 00181693 Maa Arogya Shakti Ayurveda LLP

Page 208 of 472

Sr. Name, designation, Date of Birth, period of
Current Term Other Directorship
No. directorship, address, occupation and DIN
Nationality: Indian
Poonam Goenka For a term of 5 Indian companies:
years subject 1. Purv Knowledge Solutions Private
Designation: Whole Time Director to retire by Limited
rotation. 2. Purv Logistics Private Limited
Date of birth: June 12, 1971 3. Cool Caps Industries Limited
4. Purv Films Private Limited
Address: 3, Mullen Street, L.R. Sarani, Kolkata- 5. Re Act Waste Tech Private
700020 West Bengal Limited

Occupation: Business Foreign companies: None

3.
Age: 52 Years LLP:
1. Rishipoonam Realtors LLP
Period of directorship: Director since
incorporation May 11, 2005. Later re-
appointed as Whole-time Director on
February 02, 2023.

DIN: 00304729

Nationality: Indian
Payal Bafna For a term of 5 Indian companies:
years from the 1. TTI Enterprise Limited
Designation: Independent Director Date of 2. Godavari Commodities Limited
appointment 3. Vijay Textile Limited
Date of birth: October 28, 1989 subject to not
liable to retire Foreign companies: None
Address: 50, Joy Narayan Santra Lane, Howrah by rotation.
(M. Corp), West Bengal-711101 LLP: None

4. Occupation: Professional

Age: 34 Years

Period of directorship: Director since January

31, 2023.

DIN: 09075302

Nationality: Indian
Khusbu Agrawal For a term of 5 Indian companies:
years from the 1. Gretex Corporate Services Limited
Designation: Independent Director date of
appointment Foreign companies: None
Date of birth: August 18, 1988 subject to not
liable to retire LLP: None
Address: Near Krishna Cycle Mart, Rairangpur by rotation.
Bazar, Ward no.9, Raira Mayurbhnaj, Odisha-
5. 757043

Occupation: Professional

Age: 35 Years

Period of directorship: Director since January

31, 2023

Page 209 of 472

 Sr. Name, designation, Date of Birth, period of
Current Term Other Directorship
No. directorship, address, occupation and DIN
DIN: 09847254

Nationality: Indian

BRIEF PROFILE OF OUR DIRECTORS

Vanshay Goenka, aged 29 years, is the Managing Director of our Company. He has completed his ISB-
EY programme in General Management from Indian School of Business, Hyderabad, and Bachelor of
Commerce (Honors) from St. Xavier’s College, Kolkata. He joined our company as director in the year
2016. He has an overall experience of approximately 10 years, where he worked for 3 years and 8
months in M/s. Ernst & Young LLP in Transaction Advisory Services for investment banking team to
drive sell deals for technology firms, prepared Pitch books, and financial models, information
memorandums for SaaS companies, IT Services, cloud, and product engineering firms. Currently, he
looks after the overall marketing department which plays a vital role in promoting the business and
mission of our company. He is proficient in setting up the marketing strategy, market research and
identifying new opportunities. He possesses skills in developing e-mail marketing programs, plan
advertising campaigns; create promotional content for the company’s website, company brochures,
product leaflets and data sheet, prepare communication material to promote products to customers
and prospects. He is associated with the company since 2016.

Rajeev Goenka, aged 52 years, serves as the Chairman and Non-Executive Director of our Company.
He holds the Bachelor of Commerce (Honors) degree from the University of Kolkata and is a certified
cost accountant from The Institute of Cost and Works Accountants of India. With over 30 years of
experience, he possesses a wealth of knowledge in the plastic industry, complemented by his strong
financial analysis skills.

He established a private limited company in the year 1992 namely, Rajeev Trading & Holdings Private
Limited. In the year 1999, he marked his presence in the plastic packaging industry by founding
another private limited company namely, Millenium Plastipack Private Limited. At present he holds
directorship in 13 companies, 6 of which are engaged in plastic industry business. He is also the
Managing Director of Cool Caps Industries, a listed company engaged in the manufacturing of plastic
bottle caps. His adeptness in financial management and cost analysis has been pivotal in fueling our
company's financial success and expansion. Under his guidance, our company has consistently
maintained a track of sustained growth.

Poonam Goenka, aged 52 years, is the Whole-time Director of our Company. She completed her
Bachelor of Commerce from the University of Calcutta. She has been an integral part of our Company
since its inception, and her role was elevated to Whole-time Director in 2023. With a career spanning
over 28 years in the Indian plastic packaging industry, she established S.R. Enterprises in 1994, which
later evolved into a distributor of Polyester films for SRF Limited's Packaging films division in 1995.
Currently, she holds directorships in 6 companies, which are engaged in the plastic industry, attesting
to her invaluable expertise and influence in the field.

Payal Bafna, aged 34 years, joined our company as an Independent Director in 2023. She holds a
Bachelor of Commerce (Honors) degree from the University of Calcutta and a bachelor’s degree in law
from Fakir Mohan University. She is an Associate member of the Institute of Company Secretaries of
India since 2014. She has been handling corporate practices of Companies and has been practicing as
a Company Secretary under the name “P B and Associates” since 2021. She has an experience of more
than 2 years as a practicing company secretary and has knowledge in corporate governance and
secretarial practices which makes her a valuable addition to our board, ensuring compliance and
governance standards within our organization.

Page 210 of 472

Khusbu Agrawal, aged 35 years, is an Independent Director of our Company. She is a Practicing
Company Secretary and Registered Valuer (Security and Financial Asset) having 6 years of post-
qualification experience. She has done her master’s in journalism and mass Communication and
master’s in commerce and LLB.

DETAILS OF DIRECTORSHIP IN COMPANIES SUSPENDED OR DELISTED

None of our directors is or was a director of any listed company, whose shares have been or were
suspended from being traded on any stock exchanges, in the last five years prior to the date of this
Red Herring Prospectus, during the term of their directorship in such company.

Further, none of our directors is, or was, a director of any listed company, which has been or was
delisted from any stock exchange during the term of their directorship in such company.

RELATIONSHIP BETWEEN OUR DIRECTORS AND BETWEEN OUR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT

Except as mentioned below none of the directors of our Company are related to each other or to any
of the Key Managerial Personnel or Senior Management as per section 2(77) of the Companies Act,
2013:

Name of Director/ KMP/ Senior Management Nature of Relationship

Rajeev Goenka Father of Vanshay Goenka
Father of Unnat Goenka
Husband of Poonam Goenka
Vanshay Goenka Son of Rajeev Goenka
Son of Poonam Goenka
Brother of Unnat Goenka
Wife of Rajeev Goenka
Poonam Goenka Mother of Vanshay Goenka
Mother of Unnat Goenka
Son of Rajeev Goenka
Unnat Goenka Son of Poonam Goenka
Brother of Vanshay Goenka

ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR

OTHERS

As on the date of this Red Herring Prospectus, there are no arrangements or understanding with major
shareholders, customers, suppliers, or any other entity, pursuant to which any of the directors or key
managerial personnel were selected as a director or member of the senior management.

SERVICE CONTRACTS WITH DIRECTORS

Our Company has not entered into any service contracts with our Directors which provide for benefits
upon the termination of their employment.

OTHER CONFIRMATIONS

As on the date of this Red Herring Prospectus:

1. None of our Directors are on the RBI List of willful defaulters or fraudulent borrowers.

Page 211 of 472

2. None of our Directors are fugitive economic offenders as defined under Regulation 2(1)(p) of SEBI
(ICDR) Regulation 2018.

BORROWING POWERS

Pursuant to a special resolution passed at the Extra-ordinary General Meeting of our Company held
on September 07, 2023 and pursuant to provisions of Section 180 (1)(c) and other applicable
provisions, if any, of the Companies Act, 2013 and rules made there under and the Board of Directors
(including committees) of the Company be and is hereby accorded to the Board of Directors of the
Company for borrowing funds from time to time as they may think fit, any sum or sums of monies not
exceeding Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only) notwithstanding that the money(s)
to be borrowed together with the money(s) already borrowed by the Company (apart from the
temporary Loans obtained from the Company’s Bankers in the ordinary course of business) may
exceed the aggregate of the Paid -up Capital of the Company and its Free Reserves of the Company.

TERMS OF APPOINTMENT OF THE MANAGING DIRECTOR AND WHOLE TIME DIRECTOR

Terms and conditions of employment of our Managing Director

Vanshay Goenka is the Director of the company since 2016. He was appointed as the Managing
Director of our Company with effect from September 01, 2023 for a period of five years pursuant to
the shareholders’ resolution dated August 21, 2023. He is entitled to the following remuneration and
perquisites.

Date of contract appointing September 01, 2023

/fixing the remuneration
Term of contract 5 years w.e.f September 01, 2023
Remuneration Rs. 2,00,000 per month
Salary may revise periodically based on the recommendation of the
Board of Directors or Nomination and Remuneration Committee,
subject to the provisions of the Act.
At the end of every financial year, managing director will be paid
performance incentive in addition to the fixed salary upto 11% of the
net profits of the company.
Other Terms and Conditions/ Perquisites as per Section IV of Schedule V of the Companies Act,
Perquisites and allowances of 2013 as provided below:
expenses 1. Provident Fund and Superannuation:
a) Company’s contribution towards Provident Fund will be as per
the Company’s policy in compliance with The Employees’
Provident Fund and Miscellaneous Provisions Act, 1952 and rules
made there under.
b) Gratuity will be payable as per the Company’s policy in
compliance with The Payment of Gratuity Act, 1972 and rules
made thereunder;
c) Encashment of leave at the end of tenure, if any, as per the
policy of the Company.

2. Other perquisites as provided below:

The company shall reimburse actual entertainment and travelling
expenses incurred by Managing Director in connection with
Company’s business.
The Company shall provide car and any other conveyance as may be
required in connection with the Company’s business.

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Terms and conditions of employment of our Whole-Time Director

Poonam Goenka is Director of the company since incorporation of the company. She was appointed
as the Whole-time Director of our Company with effect from September 01, 2023 for a period of five
years pursuant to a members resolution dated August 21, 2023. She is entitled to the following
remuneration and perquisites.

Date of contract appointing September 01, 2023

/fixing the remuneration
Term of contract 5 years w.e.f September 01, 2023
Remuneration Rs. 1,00,000 per month
Salary may revise periodically based on the recommendation of the
Board of Directors or Nomination and Remuneration Committee, subject
to the provisions of the Act.
Other Terms and Conditions/ Perquisites as per Section IV of Schedule V of the Companies Act, 2013
Perquisites and allowances of as provided below:
expenses 1. Provident Fund and Superannuation:
a) Company’s contribution towards Provident Fund will be as per
the Company’s policy in compliance with The Employees’ Provident
Fund and Miscellaneous Provisions Act, 1952 and rules made there
under.
b) Gratuity will be payable as per the Company’s policy in
compliance with The Payment of Gratuity Act, 1972 and rules made
thereunder;
c) Encashment of leave at the end of tenure, if any, as per the policy
of the Company.

2. Other perquisites as provided below:

The Whole Time Director shall be entitled to reimbursement of all
expenses which may be incurred by her for and on behalf of the
company.
The company shall provide car and any other conveyance as may be
required in connection with the Company’s business.

Terms of appointment of our Non-Executive Directors and Independent Director

Pursuant to Board Resolution dated January 31, 2023, each Independent Director is entitled to receive
sitting fees of Rs. 4000/- per Board Meeting and subject to maximum of Rs. 50,000/- per annum for
attending meetings of the Board and meetings of the Committee of the Board, within the limit
prescribed under the Companies Act, 2013 and the rules made thereunder. Other Non-executive
directors are not entitled to receive any sitting fees.

REMUNERATION/COMPENSATION PAID TO DIRECTORS

Except mentioned below, no other current directors have received remuneration during the Fiscal
year 2023:
(Rs. in lakhs)
Sr. No. Name of Director Amount
1. Vanshay Goenka 45.00

Non-Executive Directors and Independent Directors

The Board have re-designated Rajeev Goenka as Non-Executive Director pursuant to Board Resolution
dated August 09, 2023. Our Shareholders appointed Payal Bafna and Khusbu Agrawal as Independent
Directors by resolutions dated February 02, 2023. Consequently, our Independent Directors Payal

Page 213 of 472

Bafna and Khusbu Agarwal have been paid sitting fees of Rs. 8,000 and Rs. 8,000 during Fiscal 2023.
Other than this, our non-executive director Mr. Rajeev Goenka has not been paid any sitting fee or
remuneration during fiscal 2023.

In Fiscal 2023, our Company has not paid any compensation or granted any benefit on an individual
basis to any of our directors (including contingent or deferred compensation) other than the
remuneration, sitting fees and/or commission paid to them for such period.

REMUNERATION PAID BY OUR SUBSIDIARIES

Except mentioned below None of our directors has been paid any remuneration from our subsidiaries
in Fiscal 2023:
(Rs. in lakhs)
Sr. No. Name of Director Amount
1 Rajeev Goenka 12.00

Contingent and deferred compensation payable to the Directors

As on the date of this Red Herring Prospectus, there is no contingent or deferred compensation
payable to the Directors, which does not form part of their remuneration.

Bonus or profit-sharing plan for the Directors

Our Company does not have any bonus or profit-sharing plan for our directors.

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, a director is not required to hold any qualification
equity shares. Except as stated below no other directors have a shareholding of our Company.

The shareholding of our Directors in our Company as of the date of filing this Red Herring Prospectus,
is set forth below:

S. Name of the Director No. of Equity Shares % of Pre-Issue Equity % of Post Issue Equity
No. Share Capital Share Capital
1. Rajeev Goenka 25,36,970 16.56% [●]
2. Poonam Goenka 16,09,080 10.50% [●]
3. Vanshay Goenka 100 0.00% [●]
Grand Total 41,46,150 27.06% [●]

SHAREHOLDING OF DIRECTORS IN SUBSIDIARIES AND ASSOCIATE COMPANIES

As on the date of the filing of this Red Herring Prospectus, Our Company has 1 (one) subsidiary
company namely Cool Caps Industries Limited and 3 (three) Associate companies.

The following table details the shareholding of our directors in Subsidiary Company*:

S. No. Name of the Director Name of the Subsidiary company No. of Equity Shares held
1. Vanshay Goenka Cool Caps Industries Limited 5,75,530
2. Rajeev Goenka Cool Caps Industries Limited 55,750
3. Poonam Goenka Cool Caps Industries Limited 27,470
*As per Benpos of Cool Caps Industries Limited as on Friday, February 02, 2024.

Page 214 of 472

The following table details the shareholding of Associate Company namely, Purv Technoplast Private
Limited:

S. No. Name of the Shareholder Name of the Associate company No. of Equity Shares held
1. Cool Caps Industries Limited Purv Technoplast Private Limited 21,59,990
2. Rajeev Goenka (Nominee shareholder 10
Purv Technoplast Private Limited
of Cool Caps Industries Limited)
TOTAL 21,60,000

The following table details the shareholding of Associate Company namely, Purv Packaging Private
Limited:

S. No. Name of the Shareholder Name of the Associate company No. of Equity Shares held
1. Cool Caps Industries Limited Purv Packaging Private Limited 99,990
2. Rajeev Goenka (Nominee shareholder 10
Purv Packaging Private Limited
of Cool Caps Industries Limited)
TOTAL 100,000

The following table details the shareholding of Associate Company namely, Purv Ecoplast Private
Limited:

S. No. Name of the Shareholder Name of the Associate company No. of Equity Shares held
1. Cool Caps Industries Limited Purv Ecoplast Private Limited 99,990
2. Rajeev Goenka (Nominee shareholder 10
Purv Ecoplast Private Limited
of Cool Caps Industries Limited)
TOTAL 1,00,000

The following table details the shareholding of Associate Company namely, [Link] Waste Tech Private
Limited:

S. No. Name of the Shareholder Name of the Associate company No. of Equity Shares held
1. Cool Caps Industries Limited [Link] Waste Tech Private Limited 19,000
2. Rajeev Goenka (Nominee shareholder 1,000
[Link] Waste Tech Private Limited
of Cool Caps Industries Limited)
TOTAL 20,000

INTERESTS OF DIRECTORS

All our Executive Directors may be deemed to be interested to the extent of remuneration and
reimbursement of expenses, if any, payable to each of them, by our Company. The reimbursement of
expenses payable to them, as approved by our Board, our Non-Executive Director or Independent
Directors may be deemed to be interested to the extent the sitting fees and commission, if any,
payable to them for attending meetings of our Board and / or committees thereof as approved by our
Board and/ or Shareholders, the reimbursement of expenses payable to them, as approved by our
Board.

Vanshay Goenka, Managing Director, Poonam Goenka, Whole-time Director and Rajeev Goenka,
Chairman and Non – Executive Director of our company are also the directors of our subsidiary
Company (Cool Caps Industries Limited) and Rajeev Goenka and Poonam Goenka are also the
Directors and Shareholders and Vanshay Goenka is also a Director in Holding company (M/s. Purv
Logistics Private Limited).

Page 215 of 472

Interest in the property of our Company
Our directors do not have any interest in any property acquired or proposed to be acquired of the
company or by the company except other disclosed in the heading titled “Properties” under the
chapter titled “Our Business” beginning on page 167.

Interest in promotion or formation of our Company

Except, Rajeev Goenka and Poonam Goenka, who are the Directors of our company, none of our
directors have any interest in the promotion or formation of our Company as on the date of this Red
Herring Prospectus.

Interest as member of our Company

As on date of this Red Herring Prospectus, none of our Directors except Rajeev Goenka holding
25,36,970 Equity Shares (16.56%), Vanshay Goenka holding 100 Equity Shares (0.00%) and Poonam
Goenka 16,09,080 Equity Shares (10.50%) respectively in our company of the pre – issue paid up equity
share capital of our company. Therefore, they are interested to the extent of their respective
shareholding and the dividend declared, if any, on holding of equity shares by our Company.

Interest as a creditor of our Company

As on the date of this Red Herring Prospectus, our company has availed unsecured loan of Rs. 10.82
Lacs from our Director Rajeev Goenka and Rs. 20.34 Lacs from our Director Vanshay Goenka. Except
from above, our company has not availed loans from the Directors of our company. For further details,
refer to chapter titled “Financial Indebtedness” and heading titled “Related Party Transactions”
under Chapter titled “Financial Statements as Restated” beginning on 361 and 278 respectively.

Other Indirect Interest

Except as stated in chapter titled “Financial Statements as Restated” beginning on 238, none of our
sundry debtors or beneficiaries of loans and advances are related to our directors.

CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Following are the changes in directors of our Company in last three years prior to the date of this Red
Herring Prospectus:

Name Date of Nature of Event Reason

event
Poonam Goenka 31/01/2023 Appointment Appointed as Additional Director
Poonam Goenka 02/02/2023 Re-appointment Appointed as Non-executive Director
Payal Bafna 31/01/2023 Appointment Appointed as Additional Independent
Director
Khusbu Agrawal 31/01/2023 Appointment Appointed as Additional Independent
Director
Payal Bafna 02/02/2023 Re-appointment Appointed as Independent Director
Khusbu Agrawal 02/02/2023 Re-appointment Appointed as Independent Director
Vanshay Goenka 01/09/2023 Re-appointment Designated as Managing Director
Poonam Goenka 01/09/2023 Re-appointment Appointed as Whole time Director
Rajeev Goenka 09/08/2023 Re-appointment Designated as Chairman & Non-Executive
Director

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 MANAGEMENT ORGANISATION CHART

BOARD OF DIRECTORS

WHOLE-TIME DIRECTOR CHAIRMAN MANAGING DIRECTOR INDEPENDENT DIRECTORS

Mrs. Poonam Goenka Mr. Rajeev Goenka Mr. Vanshay Goenka Ms. Khusbu Agrawal
Ms. Payal Bafna

Company Secretary/ CFO

Legal & Compliance Purchanse & Logistics Sales & Marketing
Officer Manager Mr. Unnat Goenka Mr. Lokesh Nahata
Ms. Shivani Marda Mr. Aryan Bhojnagarwala

Accounts & Finance

Manager
Mr. Rajeev Kumar
Verma

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CORPORATE GOVERNANCE

The provisions relating to corporate governance prescribed under the SEBI LODR Regulations will be
applicable to us immediately upon listing of the Equity Shares on the Stock Exchanges. We are in
compliance with the requirements of applicable regulations, including the SEBI LODR Regulations, the
Companies Act and the SEBI ICDR Regulations, in respect of corporate governance including
constitution of our Board and committees thereof. The corporate governance framework is based on
an effective independent Board, separation of the Board’s supervisory role from the executive
management team and constitution of the Board committees, as required under law.

Our Board has been constituted in compliance with the Companies Act, the SEBI LODR Regulations
and in accordance with best practices in corporate governance. The Board function either as a full
Board or through various committees constituted to oversee specific operational areas. The executive
management of our Company provides the Board detailed reports on its performance periodically.

Currently, our Board has Five (5) Directors including two (2) Executive Directors and three (3) Non-
executive Directors out of which two (2) are Independent Directors. Poonam Goenka is the woman
Director of our Company.

COMMITTEES OF THE BOARD

The following committees have been constituted in terms of SEBI Listing Regulations and the
Companies Act, 2013

A. Audit Committee.
B. Stakeholders Relationship Committee.
C. Nomination and Remuneration Committee

A. Audit Committee

Our Company has constituted an Audit Committee as per Section 177 of the Companies Act, 2013 and
Regulation 18 of the SEBI LODR Regulations, 2015 vide resolution passed at the meeting of the Board
held on September 01, 2023.

The terms of reference of Audit Committee adheres to the requirements of Regulation 18 of the listing
agreement, proposed to be entered into with the Stock Exchanges in due course. The Audit Committee
presently comprises of following five Directors:

Name of the Director Designation Nature of Directorship

Ms. Khusbu Agrawal Chairman Independent Director
Ms. Payal Bafna Member Independent Director
Mr. Rajeev Goenka Member Non-Executive Director

The Company Secretary and Compliance Officer of the Company would act as the secretary to the
Audit Committee.

The Audit Committee shall inter alia undertake following roles and responsibilities:

1. Oversight of Company's financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees.

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3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4. Reviewing, with the management, the annual financial statements before submission to the Board
for approval, with particular reference to:

(i) Matters required to be included in the Director’s Responsibility Statement to be included in

the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies
Act;
(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 of our Company;
(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 in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the
Board for approval.
6. Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes
other than those stated in the issue document/draft red herring prospectus/red herring
prospectus / prospectus /notice and the report submitted by the monitoring agency monitoring
the utilization of proceeds of a public or rights issue, and making appropriate recommendations
to the Board to take up steps in this matter.
7. Review and monitor the auditor’s independence, performance, and effectiveness of audit process.
8. Approval or any subsequent modification of transactions of the company with related parties.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of our Company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems.
13. 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.
14. Discussion with internal auditors any significant findings and follow up there on.
15. 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.
16. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
17. To look 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.
18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate
safeguards against victimization of employees and directors who avail of the vigil mechanism and
also provide for direct access to the Chairperson of the Audit Committee in appropriate and
exceptional cases.
19. Call for comments of the auditors about internal control systems, scope of audit including the
observations of the auditor and review of the financial statements before submission to the Board.
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience & background, etc. of the candidate.

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21. To investigate any other matters referred to by the Board of Directors. Carrying out any other
function as is mentioned in the terms of reference of the Audit Committee.
22. Consider and comment on rationale, cost benefits and impact of schemes involving merger.

Further, the Audit Committee shall mandatorily review the following:

1. Management discussion and analysis of financial condition and results of operations.

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses.
4. The appointment, removal and terms of remuneration of the chief internal auditor shall be
subject to review by the audit committee.
5. Statement of deviations:

(i) Half-yearly 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 LODR
Regulations.
(ii) Annual statement of funds utilized for purposes other than those stated in the issue
document/prospectus/notice in terms of Regulation 32(7) of the SEBI LODR
Regulations.

Provided that for the purpose of this resolution, “monitoring agency” shall mean the monitoring
agency specified in the SEBI ICDR Regulations and any amendment made to it.

Meetings of Audit Committee and relevant Quorum

The Audit Committee shall meet at least four times in a year and not more than one-hundred and
twenty days (120 days) shall elapse between two meetings. The quorum shall be either two members
or one third of the members of the Audit Committee whichever is greater, but there shall be a
minimum of two Independent Directors, who are members, present.

B. Stakeholders’ Relationship Committee

Our Company has constituted a Stakeholders’ Relationship Committee to redress complaints of

shareholders of our Company. The Stakeholders’ Relationship Committee was constituted vide
resolution passed at the meeting of the Board of Directors held on September 01, 2023.

The Stakeholder’s Relationship Committee comprises of following Directors:

Name of the Director Designation Nature of Directorship

Mr. Rajeev Goenka Chairman Non-Executive Director
Ms. Khusbu Agrawal Member Independent Director
Ms. Payal Bafna Member Independent Director

The Company Secretary and Compliance Officer of the Company would act as the secretary to the
Stakeholders’ Relationship Committee.

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our
Company. The scope and function of the Stakeholders’ Relationship Committee and its terms of
reference shall include the following:

1. Tenure: The Stakeholders’ Relationship Committee shall continue to be in function as a

committee of the Board until otherwise resolved by the Board, to carry out the functions of the
Stakeholders’ Relationship Committee as approved by the Board.

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 2. Meetings: The Stakeholder’s Relationship Committee shall meet as and when required and shall
report to the Board on quarterly basis regard the status of redressal of complaints received from
the shareholders of the Company. The quorum shall be two members present.

3. Role of Stakeholder’s Relationship Committee: The Stakeholders’ Relationship Committee shall

consider and resolve grievance of security holders, including but not limited to:

(i) Allotment, transfer of shares including transmission, splitting of shares, changing joint
holding into single holding and vice versa, issue of duplicate shares in lieu of those torn,
destroyed, lost or defaced or where the space at back for recording transfers have been
fully utilized with the approval of Board of Directors.
(ii) Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc. with
the approval of Board of Directors.
(iii) Review the process and mechanism of redressal of shareholders’/ investor’s grievance and
suggest measures of improving the system of redressal of shareholders’/ investors’
grievances.
(iv) Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of
interest/dividend warrants, non-receipt of annual report and any other
grievance/complaints with Company or any officer of the Company arising out in discharge
of his duties.
(v) Oversee the performance of the Registrar & Share Transfer Agent and also review and take
note of complaints directly received and resolved them.
(vi) Oversee the implementation and compliance of the code of conduct adopted by the
Company for prevention of insider trading for listed companies as specified in the Securities
& Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended
from time to time.
(vii) Any other power specifically assigned by the Board of the Company from time to time by
way of resolution passed by it in a duly conducted meeting.
(viii) Carrying out any other function contained in the equity listing agreements as and when
amended from time to time.

C. Nomination and Remuneration Committee

Our Company has constituted a Nomination and Remuneration Committee in accordance Section
178 of Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations, 2015. The constitution of
the Nomination and Remuneration Committee was approved by meeting of the Board held on
September 01, 2023.

The Nomination and Remuneration Committee comprises of following Directors:

Name of the Director Designation Nature of Directorship

Ms. Payal Bafna Chairman Independent Director
Ms. Khusbu Agrawal Member Independent Director
Mr. Rajeev Goenka Member Non-Executive Director

The Company Secretary and Compliance Officer of the Company would act as the secretary to the
Nomination and Remuneration Committee. The scope and function of the Nomination and
Remuneration Committee and its terms of reference shall include the following:

1. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a

committee of the Board until otherwise resolved by the Board.

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2. Meetings: The Nomination and Remuneration Committee shall meet at least once a year and as
and when required and the quorum for the meeting shall be two members or one third of the
members of the Committee, whichever is greater, with at least one independent director.

3. Role of the Nomination and Remuneration Committee not limited to but includes:

(i) Formulate the criteria for determining the qualifications, positive attributes and
independence of Directors and recommend to the Board a policy relating to, the
remuneration for Directors, Key Managerial Personnel and other employees.
(ii) For every appointment of an Independent Director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge, and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities required of
an Independent Director. The person recommended to the Board for appointment as
independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the committee may:
a) Use the service of an external agencies, if required;
b) Consider candidates from a wide range of backgrounds having due regard to diversity
and;
c) Consider the time commitments of the candidates.
(iii) Identifying persons who are qualified to become Directors and may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their
appointment and removal.
(iv) Formulation of criteria for evaluation of performance of Independent Directors and the
Board of Directors.
(v) Devising a policy on diversity of Board.
(vi) Deciding on, whether to extend or continue the term of appointment of the Independent
Director, on the basis of the report of performance evaluation of Independent Directors.
(vii) Recommend to board all remuneration, in whatever form, payable to senior management.
(viii) Define and implement the performance linked incentive scheme (including ESOP of the
Company) and evaluate the performance and determine the amount of incentive of the
executive Directors for that purpose.
(ix) To formulate and administer the ESOP.

KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Except our Whole-time Director Mrs. Poonam Goenka and our Managing Director Mr. Vanshay
Goenka, whose details have been provided under the chapter titled “Our Management - Brief profile
of our directors” on page 210, the details of our other Key Managerial Personnel as on the date of the
Red Herring Prospectus are as follows:

Lokesh Nahata, aged 38 years, is the Chief Financial Officer of our Company. He has completed his
Bachelor of Commerce from Kolkata University. He joined ICA EDU Skills Private Limited in the year
2019 as National Head- Academics and Operations, CIA. After that he joined our Company in the year
2022 as our Chief Financial Officer. He holds more than 4 years of experience. Further, he will continue
with this current role and responsibilities after the public issue. He is currently receiving a
remuneration of Rs. 13 Lakh per annum.

Shivani Marda, aged 30 years, is the Company Secretary and Compliance Officer of our Company. She
is an Associate Member of Institute of Company Secretaries of India. She completed her Bachelor of
Commerce from Kolkata University in 2014. She was a fresher when she joined our Company in 2021
as Company Secretary and holds experience of more than 2 years till date in our Company. She is
currently receiving a remuneration of Rs. 3.87 Lakh per annum.

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SENIOR MANAGEMENT

Except Lokesh Nahata, our Chief Financial Officer and Shivani Marda, our Company Secretary and
Compliance Officer who are also the part of our Senior Management, the details of the other Senior
Management as on the date of this Red Herring Prospectus are as set forth below:

Aryan Bhojnagarwala, aged 37 years, is the Manager in the Purchase and Logistics department. He
completed his master’s from S.P. Jain School of Global Management in Business Administration
(Global) in the year 2015. He has more than 8 years of experience and joined our Company in 2015.
Further, he will continue with his current role and responsibilities after the public issue.

Unnat Goenka, aged 22 years, is the head of Sales and Marketing department of our company. He
completed his Bachelor of Science from Northeastern University, Boston, Massachusetts in April 2023.
He also completed two courses from London School of Economics, London, UK namely, Course on
Computational Methods in Financial Mathematic and Course on Entrepreneurial Finance in 2021 &
2022 respectively. He was also offered position of Fixed Income/Equity Trade Support Coop in the
Global Investment & Client Support Department in MFS Investment Management in 2021 and position
of seasonal employee in the Consumer and Wealth Management Division of Goldman Sachs in 2022.

Rajeev Kumar Verma, aged 57 years, is the Accounts and Finance Manager of our company. He
completed his Bachelor of Commerce from Kolkata University in 1986. He has more than 18 years of
experience and joined our company since incorporation in 2005. He has been serving our company
since then. Further, he will continue with his current role and responsibilities after the public issue.

REALTIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Except mentioned below, none of the Key Managerial Personnel and Senior Management are related
to each other or to any director within the meaning of Section 2 (77) of the Companies Act, 2013.

Name of KMP and Senior Management Nature of Relationship

Son of Rajeev Goenka
Vanshay Goenka Son of Poonam Goenka
Brother of Unnat Goenka
Wife of Rajeev Goenka
Poonam Goenka Mother of Vanshay Goenka
Mother of Unnat Goenka
Son of Rajeev Goenka
Unnat Goenka Son of Poonam Goenka
Brother of Vanshay Goenka

ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS

AND OTHERS

None of our Key Managerial Personnel or Senior Management have been appointed on our Board
pursuant to any arrangement with our major shareholders, customers, suppliers, or others.

BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAERIAL PERSONNEL

Our Company has not entered into any bonus or profit – sharing plan with any of the Key Managerial
Personnel or Senior Management.

Page 223 of 472

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL

None of our Key Managerial Personnel or Senior Management has received or is entitled to any
contingent or deferred compensation accrued for the Fiscal 2023.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Except Unnat Goenka holding 100 Equity Shares and Rajeev Goenka, Poonam Goenka and Vanshay
Goenka as disclosed in the section entitled “Shareholding of Directors in our Company”, none of our
Key Managerial Personnel or Senior Management holds any Equity Shares in our Company.

STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

All our Key Managerial Personnel and Senior Management are permanent employees of our Company.

CHANGES IN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN THE LAST THREE YEARS

The changes in the Key Managerial Personnel in the last three years are as follows:

Name of the KMP Date of event Nature of Reason

Event
Arijit Ghosh November 30, 2020 Cessation Resigned from the post of Company
Secretary
Rashmi Narsaria October 07, 2021 Cessation Resigned from the post of Company
Secretary
Shivani Marda October 07, 2021 Appointment Appointed as Company Secretary and
Compliance Officer
Lokesh Nahata December 01, 2022 Appointment Appointed as Chief Financial Officer
Rajeev Kumar Verma April 01, 2023 Appointment Appointed as Head of Accounts & Finance
Department
Aryan Bhojnagarwala April 01, 2023 Appointment Appointed as Head of Purchase & Logistics
Department
Unnat Goenka September 01, 2023 Appointment Appointed as Chief Marketing Officer and
Head of Sales & Marketing Head

For details of change in the Directors of our Company, please see the section entitled “Changes in the
Board of Directors during the last three years”.

ATTRITION OF KEY MANAGERIAL PERSONNEL

As on the date of filing of this Red Herring Prospectus, the history of attrition rate of our Key
managerial personnel and Senior Management of our company is not higher than the industry attrition
rate.

ESOP/ESPS SCHEME TO EMPLOYEES

For details on the ESOP scheme, please see section entitled “Capital Structure” on page 92.

PAYMENT OR BENEFIT TO OUR OFFICERS (NON – SALARY RELATED)

No amount or benefit has been paid or given within the two preceding years or is intended to be paid
or given, as on the date of this Red Herring Prospectus to any of our officers except the normal
remuneration for services rendered as Directors, officers or employees.

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 OUR PROMOTER AND PROMOTER GROUP

Our Promoters

The Promoters of our Company as on the date of this Red Herring Prospectus are:

1. Rajeev Goenka;
2. Poonam Goenka; and
3. Purv Logistics Private Limited

As on the date of this Red Herring Prospectus, Rajeev Goenka, Poonam Goenka and Purv Logistics
Private Limited (“PLPL”) together hold 1,34,88,550 Equity Shares, representing 88.05% of the issued
subscribed and paid-up Equity Share capital of our Company.

For further details, please see the section titled “Capital Structure – Equity shareholding of the
Promoters and Promoter Group” on page 103.

INDIVIDUAL PROMOTER:

RAJEEV GOENKA:

Rajeev Goenka, aged 52 years, is one of our Promoters and also a

Director on our Board. For the complete profile of Rajeev Goenka
along with details of his date of birth, personal address, educational
qualifications, professional experience, position / posts held in the
past, directorships held, and business and financial activities, other
directorships, other ventures and special achievements, please refer
to the chapter titled “Our Management” beginning on page 208.

His permanent account number is AEAPG8391Q.

POONAM GOENKA:

Poonam Goenka, aged 52 years, is one of our Promoters and also a

Whole Time Director on our Board. For the complete profile of
Poonam Goenka along with details of her date of birth, personal
address, educational qualifications, professional experience, position
/ posts held in the past, directorships held, and business and financial
activities, other directorships, other ventures and special
achievements, please refer to the chapter titled “Our Management”
beginning on page 208.

Her permanent account number is AEDPG2428R.

DECLARATION BY OUR INDIVIDUAL PROMOTER

Our Company confirms that the permanent account numbers, bank account numbers, passport
number, Aadhar card number and driving license number of the Individual Promoters, shall be
submitted to the Stock Exchanges at the time of filing this Red Herring Prospectus.

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CORPORATE PROMOTER

PURV LOGISTICS PRIVATE LIMITED (“PLPL”)

Corporate Information:

Purv Logistics Private Limited was originally incorporated as ‘Ashirvad Infradev Private Limited’ on May
08, 2010 as a Private Limited Company under the Companies Act, 1956 with ROC West Bengal. The
name of the company changed to ‘Purv Logistics Private Limited’ and the Fresh Certificate issued on
July 11, 2016 by ROC Kolkata. The Registered office of Purv Logistics Private Limited is situated at
Annapurna Apartment Suit 2A, 23, Sarat Bose Road, Kolkata WB-700020 IN. The CIN of Purv Logistics
Private Limited is “U74110WB2010PTC147112”.

Purv Logistics Private Limited was originally incorporated to carry on business of builders, contractors,
developers, real estate agent and promoters and to deal in purchase, sell, develop or to turn the same
to account as may seem expedient, construct, let, exchange, lease, hire or otherwise acquire or
dispose of land, buildings, farms, gardens, multi-storied buildings, complexes, malls, markets,
convention centers, information technology parks, industrial parks, flats, apartments, banglows,
offices, hotels, restaurants, swimming pools, playgrounds, entertainment parks, parlours, shops,
showrooms, godown, cinema house, any real or personal estate including easements or interest in or
with respect to any property and to undertake or direct the management of any property, buildings,
land and estates of any tenure or kind whatsoever and to transact on commission or otherwise the
general business of houses, land and buildings and to supply tenants occupiers and others
refreshments, attendance, light, waiting rooms, reading rooms, meeting rooms, electric and other
conveniences commonly provided in suits and residential and business units and to act as architects,
consultants, designers, merchants and dealers in building requisites and materials.

Purv Logistics Private Limited vide special resolution passed on 28th June, 2016 altered the object
clause of the company by inserting new object to carry on business of Shipping Lines, Carriers, Freight
forwarders effecting movement, whether directly or indirectly, of Cargoes/ Goods to and/or from
National/International destinations by all possible means of transact and generally to carry on all or
any of the following businesses, that is to say general carries by land, water and air, railway, port,
shipping and forwarding agents, warehouseman and any other businesses which can be conveniently
carried on in connection with the above and to act as consultants on all aspects of corporate,
Commercial and industrial management or activity including, but not restricted to, airfreight
forwarding and handling, ocean freight forwarding and handling, tourism development,
transportation of passenger. To act as an export house and to carry on any business in any way
connected therewith.

Promoters of Purv Logistics Private Limited

1. Rajeev Goenka
2. Poonam Goenka

Board of Directors of Purv Logistics Private Limited

The Board of Directors of Purv Logistics Private Limited as on the date of this Red Herring Prospectus
are:

Sr. No Name Designation DIN

1 Rajeev Goenka Director 00181693
2 Poonam Goenka Director 00304729
3 Vanshay Goenka Director 06444159

Page 226 of 472

Details of change in control

There has been no change in the control of Purv Logistics Private Limited in the three years
immediately preceding the filing of this Red Herring Prospectus. The Original Promoters of Purv
Logistics Private Limited namely Mr. Rajeev Goenka and Mrs. Poonam Goenka are holding controlling
interest in the company.

Capital Structure of Purv Logistics Private Limited

The capital structure of Purv Logistics Private Limited is as follows:

Authorised Share Capital Aggregate nominal value

25,00,000 Equity shares of Rs.10 each Rs. 2,50,00,000
Issued, subscribed and paid-up Equity Share Capital
36,000 Equity shares of Rs. 10 each Rs.3,60,000

Shareholding Pattern of Purv Logistics Private Limited

The equity shareholding pattern of Purv Logistics Private Limited as on the date of this Red Herring
Prospectus is as follows:

Sr. No Name of Shareholders No. of Equity Shares held Percentage (%)

1 Rajeev Goenka 31,000 86.11%
2 Poonam Goenka 5,000 13.89%

DECLARATION BY OUR CORPORATE PROMOTER

Our Company confirms that the Permanent Account Number, Bank Account Numbers, the Company
Registration Number and the address of the Registrar of Companies where our Corporate Promoter is
registered, as applicable, shall be submitted to the Stock Exchanges at the time of filing this Red
Herring Prospectus.

CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY

Our individual Promoters Mr. Rajeev Goenka and Mrs. Poonam Goenka were the initial promoters of
our Company and our Corporate Promoter Purv Logistics Private Limited subsequently acquired
control and shareholding in our Company in the fiscal year 2015 in terms of the scheme of
amalgamation approved by Kolkata High Court vide order dated 8th day of July 2014. Further, there
has been no change in our promoters and control and management during the last 5 years.

Accordingly, as on the date of this Red Herring Prospectus, our Company has two promoters. For more
information, please refer chapter titled “Our History and other corporate matter” and “Capital
Structure - Build-up of Equity Shareholding of the Promoters of our Company” on page 198 and 104
respectively.

PROMOTERS EXPERIENCE IN THE BUSINESS OF OUR COMPANY

Our promoters have adequate experience in the line of business, including any proposed line of
business, of our company. For details in relation to experience of promoters in the business of our
Company, please refer to the chapter titled “Our Management” on Page 208.

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INTERESTS OF PROMOTER

Our promoters are interested in our Company to the extent that they have promoted our Company,
their directorship in our Company, the extent of their shareholding, dividend receivable, if any, to the
extent of interest on loan granted to our Company and other distributions in respect of the Equity
Shares held by them. For details regarding shareholding of our promoters in our Company, please see
the section titled “Capital Structure- Equity shareholding of the Promoters and Promoter Group” on
page 103.

Our promoter, who is also Director of our Company and may be deemed to be interested to the extent
of remuneration and / or reimbursement of expenses payable to them for services rendered to us in
accordance with the provisions of the Companies Act, 2013 and in terms of the agreements entered
into with our Company, if any and AOA of our Company. For details refer to the chapter titled “Our
Management” beginning on page 208.

Our promoters or directors are not interested in being a member of a firm or company, and no sum
has been paid or agreed to be paid to our promoters or directors or to such firm or company in cash
or shares or otherwise by any person either to induce such person to become or to qualify such person
as a director or otherwise for services rendered by such person or by such firm or company in
connection with the promotion or formation of our Company.

INTEREST IN PROPERTY, LAND, CONSTRUCTION OF BUILDIING AND SUPPLY OF MACHINERY

Except as disclosed in the chapter titled “Our Business - Properties” on page 185, our Promoters /
Directors or Group Companies do not have any interest in any property acquired by our Company in
the three years preceding the date of this Red Herring Prospectus or proposed to be acquired by our
Company or in any transaction with respect to the acquisition of land, construction of building and
supply of machinery.

PAYMENT OR BENEFIT TO PROMOTERS AND PROMOTER GROUP OF OUR COMPANY

Except as disclosed in “Restated Consolidated Financial Statements – Annexure 32 – Related Party

Disclosures”, “Our Management” and “Our Promoters and Promoter Group” on pages 278, 208 and
225 respectively, there has been no amounts paid or benefits granted by our Company to our
Promoters or any of the members of the Promoter Group in the two years preceding the date of this
Red Herring Prospectus, nor is there any intention to pay any amount or provide any benefit to our
Promoters or Promoter Group as on the date of this Red Herring Prospectus.

MATERIAL GUARANTEE GIVEN BY OUR PROMOTERS TO THIRD PARTIES WITH RESPECT TO EQUITY
SHARES

None of our promoters have given material guarantees to the third party(ies) with respect to the
specified securities of the Company. For further information, please refer to the details under the
heading “Capital Structure – Shareholding Pattern of Promoter and Promoter Group” on page 99.

COMPANIES OR FIRMS WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE LAST THREE
YEARS

Our individual promoter Mr. Rajeev Goenka, and Mrs. Poonam Goenka has disassociated themselves
from the following entities during last 3 years:

Page 228 of 472

 S. Name of Promoter Name of Company/LLP/firm Date of Reason of disassociation
No. Disassociation
1. Rajeev Goenka Apex Flexipack Private Limited 02.02.2022 Resignation from Directorship
Airborne Technologies Private
2. Rajeev Goenka 29.03.2022 Resignation from Directorship
Limited
3. Rajeev Goenka Fullhouse Developers 01.10.2020 Retirement by resignation
Airborne Technologies Private
4. Poonam Goenka 29.03.2022 Resignation from Directorship
Limited

Except this, our promoters have not disassociated themselves from any entities, firms or companies
during the three years immediately preceding on the date of filing this Red Herring Prospectus.

PROMOTER GROUP

A. Natural Persons forming part of the Promoters Group

The natural persons forming part of our Promoter Group (being the immediate relatives of our
Promoters) apart from our Promoters mentioned above are as follows:

Name of the Promoter Name of relative Relationship

Late. Sajan Kumar Goenka Father
Late. Neela Goenka Mother
Poonam Goenka Wife
Vanshay Goenka
Son
Unnat Goenka
Rajeev Goenka Veenita Jalan Sister
Sanjeev Goenka Brother
Late. Omprakash Gourisaria Spouse’s Father
Gita Devi Gourisaria Spouse’s Mother
Arun Gourisaria Spouse’s Brother
Rishi Gourisaria Spouse’s Brother

Name of the Promoter Name of relative Relationship

Late. Omprakash Gourisaria Father
Gita Devi Gourisaria Mother
Rajeev Goenka Husband
Vanshay Goenka
Son
Unnat Goenka
Poonam Goenka Arun Gourisaria
Brother
Rishi Gourisaria
Late. Sajan Kumar Goenka Spouse’s Father
Late. Neela Goenka Spouse’s Mother
Veenita Jalan Spouse’s Sister
Sanjeev Goenka Spouse’s Brother

B. Entities forming part of the Promoter Group

As of the date of this Red Herring Prospectus, the companies, bodies corporate, firm, trust and HUF
forming part of our Promoter Group are as follows:

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Body Corporate forming part of Promoter Group

1 [Link] Waste Tech Pvt Ltd (Formerly Known as Purv Food and Beverages Pvt Ltd)
2 Rajeev Trading & Holdings Pvt Ltd.
3 Apex Flexipack Private Limited
4 Rishi Management Services Pvt Ltd
5 Oriental Enclave and Resources Pvt Ltd
6 Calendula Barter Pvt Ltd
7 Topgrain Investment Consultants Pvt ltd
8 Purv Films Pvt. Ltd.
9 Purv Knowledge Solutions Pvt. Ltd.
10 Enablecap Private Limited
11 Enablecap Investment Services Private Limited
12 Millenium Plastipack Pvt. Ltd.
13 Samriddhi Packaging Private Limited
14 GDSG Sarees Pvt. Ltd.
15 Broadway Exports Private Limited
16 Blupex Niryat Pvt. Ltd.
17 Saptasagar Marine Products Private Limited
18 Beauty Investment & Properties Pvt. Ltd.
19 KNNN Fashions Private Limited
20 A.R. Vinimay Pvt. Ltd.
21 Purv Ecoplast Private Limited
22 Purv Technoplast Private Limited (Erstwhile Purv Agro Farms Pvt Ltd)
23 Purv Packaging Private Limited
24 Cool Caps Industries Limited
25 Purvac Packaging Private Limited

LLP forming part of the Promoter Group

1 Rashvansh Realtors LLP

2 Rishi Poonam Realtors LLP
3 Aumkara Ventures LLP
4 IV Capital Ventures LLP
5 Maa Arogya Shakti Ayurveda LLP

Firm forming part of the Promoter Group

1 S.R. Enterprises (Proprietor Poonam Goenka)

2 Fullhouse Developers (Partnership firm)
3 Kanchana (Partnership firm)
4 Kanchana Next (Partnership firm)
5 Srishti Properties (Partnership firm)
6 SMP Packaging (Partnership firm)
7 SKS Enterprises (Partnership firm of Sanjeev Goenka)

Trust forming part of the Promoter Group

1 Om Education Trust

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HUF forming part of the Promoter Group

1 Sajan Kumar Rajeev Kumar HUF

2 Rajeev Kumar Goenka HUF
3 Sanjeev Goenka HUF
4 Om Prakash Gourisaria & Sons HUF
5 Arun Kumar Gourisaria & Sons HUF
6 Rishi Gourisaria & Sons HUF

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 OUR GROUP COMPANIES

In accordance with the provisions of the SEBI (ICDR) Regulations, 2018 as amended from time to time,
for the purpose of identification of Group Companies, our Company has considered (i) Such
Companies (Other than our Corporate Promoter and Subsidiaries) with which there were related party
transactions during the period for which Restated Consolidated Financial Statements have been
disclosed in this prospectus, as covered under the applicable Accounting Standards, i.e. Accounting
Standard 18; (ii) any other companies which are considered material by our Board.

Pursuant to the resolution dated December 01, 2023, our board vide a policy of materiality has
resolved that except as mentioned in the list of related parties prepared in accordance with AS-18, no
other company is material in nature. The following companies are identified as group companies of
our company:

▪ Purv Films Private Limited

▪ Rajeev Trading & Holdings Private Limited
▪ Millenium Plastipack Private Limited
▪ Purv Knowledge Solutions Private Limited
▪ Apex Flexipack Private Limited
▪ Enable Cap Private Limited
▪ Samriddhi Packaging Private Limited

Apart from the Companies specified above, there are no companies which are considered material by
the Board to be identified as a group companies.

DETAILS OF OUR TOP FIVE GROUP COMPANIES

The details of our top five Group Companies (based on market capitalisation one month prior to the
date of this Red Herring Prospectus, in the case of our listed Group Companies and turnover, in the
case of unlisted Group Companies) are provided below:

1. PURV FILMS PRIVATE LIMITED

Registered Office:
The Registered Office of Purv Films Private Limited is situated at, 23 Sarat Bose Road 1st Floor, Suit
No 1C Kolkata WB 700020 IN.

Financial Performance:
In accordance with the SEBI ICDR Regulations, financial information in relation to Purv Films Private
Limited for FY 2022-23, FY 2021-22 and FY 2020-21 are available on our Company’s website at
[Link]

2. RAJEEV TRADING & HOLDINGS PRIVATE LIMTED

Registered Office:
The Registered Office of Rajeev Trading & Holdings Private Limited is situated at, 23 Sarat Bose
Road 1st Floor, Annapurna Apartment, Kolkata, WB 700020 IN.

Financial Performance:
In accordance with the SEBI ICDR Regulations, financial information in relation to Rajeev Trading &
Holdings Private Limited for FY 2022-23, FY 2021-22 and FY 2020-21 are available on our Company’s
website at [Link]

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3. MILLENIUM PLASTIPACK PRIVATE LIMITED

Registered Office:
The Registered Office of Millenium Plastipack Private Limited is situated at, 65/A, Satish Mukherjee
Road Kolkata WB 700026 IN.

Financial Performance:
In accordance with the SEBI ICDR Regulations, financial information in relation to Millenium
Plastipack Private Limited for FY 2022-23, FY 2021-22 and FY 2020-21 are available on our
Company’s website at [Link]

4. APEX FLEXIPACK PRIVATE LIMITED

Registered Office:
The Registered Office of Apex Flexipack Private Limited is situated At, F-5 Bajrangbali Industrial
Estate Panki Site-Iv Kanpur Uttar Pradesh 208022

Financial Performance:
In accordance with the SEBI ICDR Regulations, financial information in relation to Apex Flexipack
Private Limited for FY 2022-23, FY 2021-22 and FY 2020-21 are available on the Company’s website
at [Link]

5. ENABLECAP PRIVATE LIMITED

Registered Office:
The Registered Office of Enablecap Private Limited is situated at, 23, Sarat Bose Road, Annapurna
Apartment, Flat-1B, 1st Floor Kolkata WB 700020.

Financial Performance:
In accordance with the SEBI ICDR Regulations, financial information in relation to Enablecap Private
Limited for FY 2022-23, FY 2021-22 and FY 2020-21 are available on our Company’s website at
[Link]

DETAILS OF OUR OTHER GROUP COMPANIES

1. Purv Knowledge Solutions Private Limited

Registered Office:
The Registered Office of Purv Knowledge Solutions Private Limited is situated at, 23 Sarat Bose
Road Flat No-1c, 1st Floor, Kolkata WB 700020 IN.

Financial Performance:
In accordance with the SEBI ICDR Regulations, financial information in relation to Purv Knowledge
Private Limited for FY 2022-23, FY 2021-22 and FY 2020-21 are available on the Company’s website
at [Link]

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4. SAMRIDDHI PACKAGING PRIVATE LIMITED

Registered Office:
The Registered Office of Samriddhi Packaging Private Limited is situated at 65/A, Satish Mukherjee
Road, Kolkata, West Bengal, India, 700026.

Financial Performance:
In accordance with the SEBI ICDR Regulations, financial information in relation to Samriddhi
Packaging Private Limited for FY 2022-23, FY 2021-22 and FY 2020-21 are available on our
Company’s website at [Link]

NATURE AND EXTENT OF INTEREST OF OUR GROUP COMPANY

a) Interest in the promotion or formation of our Company

None of our Group Companies have any interest in the promotion or formation of our Company.

b) Interest in the properties acquired or proposed to be acquired by Our company in the past
three years before filing of this Red Herring Prospectus

None of our group companies have any interest in the properties acquired by our Company within
the three years preceding the date of filing this Red Herring Prospectus or proposed to be
acquired by our Company.

c) Interest in transactions for acquisition of land, construction of building and supply of machinery

None of our companies have any interest in any transaction for the acquisition of land,
construction of building or supply of machinery etc.

LITIGATION AGAINST GROUP COMPANY

Except, as mentioned in the chapter titled, “Outstanding Litigation and Material Developments”
beginning on page 367. Our Group Companies are not involved in any litigations which have a material
impact on our company.

COMMON PURSUITS BETWEEN OUR GROUP COMPANIES AND OUR COMPANY

Except as disclosed in “Our Business” and “Restated Consolidated Financial Information- Annexure
32: Related Party Transactions” on pages 167 and 278 respectively, none of our Group Companies
are in the same line of business as our company and our subsidiaries and there are no common pursuit
between our Group Companies and our Company and our Subsidiaries.

Related Business Transactions within Our Group and Significance on the Financial Performance of
Our Company:

Other than the transactions disclosed in “Restated Financial Statements - Notes to Restated Financial
Statements- Annexure - 32 and Annexure - 30 - Related Party Transactions” on pages 278 and 325
respectively, there are no related business transaction amongst our group companies and our
company.

Page 234 of 472

Business interests or other interests
Except as disclosed in “Restated Financial Statements- Notes to Restated Financial Statements-
Annexure- 32 and Annexure- 30 – Related Party Transactions” on pages 278 and 325 respectively,
our group companies do not have any business interest in our Company.

CONFIRMATIONS AND DISCLOSURES BY OUR GROUP COMPANIES

Unless otherwise specifically stated in this section:

➢ None of our group companies have failed to meet the listing requirements or have failed to list
on any recognized stock exchange in India or abroad;
➢ None of our group companies have completed any public or rights issue (as defined under the
SEBI ICDR Regulations) in the preceding three years.

Page 235 of 472

 RELATED PARTY TRANSACTIONS

For details on Related Party Transactions of our Company, please refer to Annexure- 32 and Annexure-
30 of Re – stated Consolidated Financial Statements and Re – stated Standalone Financial
Statements under the section titled‚ “Financial Statements as Restated” beginning on page 238.

Page 236 of 472

 DIVIDEND POLICY

Under the Companies Act, a Company can pay dividends upon a recommendation by our Board of
Directors and approval by the shareholders at the general meeting of our Company. The Articles of
Association of our Company give our shareholders, the right to decrease, and not to increase, the
amount of dividend recommended by the Board of Directors.

The Articles of Association of our Company also gives the discretion to our Board of Directors to
declare and pay interim dividends. No dividend shall be payable for any financial except out of profits
of our Company for that year or that of any previous financial year or years, which shall be arrived at
after providing for depreciation in accordance with the provisions of Companies Act, 2013.

Our Company does not have any formal dividend policy for declaration of dividend in respect of the
Equity Shares. The declaration and payment of dividend will be recommended by our Board of
Directors and approved by the shareholders of our Company at their discretion and may depend on a
number of factors, including the results of operations, earnings, Company’s future expansion plans,
capital requirements and surplus, general financial condition, contractual restrictions, applicable
Indian legal restrictions and other factors considered relevant by our Board of Directors.

Dividend paid on Equity Shares

Our Company has not declared any dividend on the Equity Shares in the past three financial years. Our
Company’s corporate actions pertaining to payment of dividends in the past are not to be taken as
being indicative of the payment of dividends by our Company in the future.

Page 237 of 472

 SECTION VI – FINANCIAL STATEMENTS

FINANCIAL STATEMENTS AS RESTATED

Particulars Page No.

Restated Consolidated Financial Statements 239
Restated Standalone Financial Statements 290

Page 238 of 472

Auditor’s Report on the Restated Consolidated Statement of Assets and Liabilities as on
September 30, 2023, March 31, 2023, March 31, 2022 and March 31, 2021 Profit and Loss and Cash
Flows for each of the period ended on September 30, 2023, years ended on March 31st, 2023,
March 31, 2022 and March 31, 2021 of PURV FLEXIPACK LIMITED (Formally Known as PURV
FLEXIPACK PRIVATE LIMITED) (collectively, the “Restated Consolidated Summary Statements”).

To,
The Board of Directors
PURV FLEXIPACK LIMITED
ANNAPURNA APARTMENT,
SUIT 1C, 1ST FLOOR
23 SARAT BOSE ROAD
KOLKATA -700020

1. We have examined the attached Restated Consolidated Summary Statements along with
significant accounting policies and related notes of Purv Flexipack Limited (Formerly Known
As PURV FLEXIPACK PRIVATE LIMITED) (the “Company”) and its Subsidiaries, Cool Caps
Industries limited and Purv Ecoplast Private Limited, Purv Technoplast Private Limited, Purv
Packaging Private Limited which is Subsidiaries of Cool Caps Industries Limited (Collectively
known as “Group”) for the financial period ended September 30, 2023 and financial years
ended March 31st, 2023, March 31, 2022 and March 31, 2021 annexed to this report and
prepared by the Company forthe purpose of inclusion in the Issue Document in connection
with its proposed Initial Public Offer (“IPO”) on the EMERGE Platform of National Stock
Exchange of India Limited.

2. These Restated Consolidated Summary Statements have been prepared in accordance with
the requirements of:

(i) Part I of Chapter III to the Companies Act, 2013 (“the Act”) read with Companies
(Prospectus and Allotment of Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 (“ICDR Regulations”) issued by the Securities and Exchange Board of
India (“SEBI”) in pursuance to Section 11 of the Securities and Exchange Board of India
Act, 1992 and related amendments / clarifications from time to time;
(iii) The terms of reference to our engagements with the Company requesting us to carry out
the assignment, in connection with the Draft Red Herring Prospectus / Red Herring
Prospectus/ Prospectus (Collectively called as “Issue Document”) being issued by the
Company for its proposed IPOof equity shares on EMERGE Platform of National Stock
Exchange of India Limited.; and
(iv) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the
Institute of Chartered Accountants of India (“Guidance Note”).

3. The Restated Consolidated Summary Statements of the Company have been extracted by the
management from the Audited Consolidated Financial Statements of the Company for the
Financial Period ended September 30, 2023 and Financial Years ended March 31, 2023,
March 31, 2022 and March 31, 2021.

4. In accordance with the requirements of Part I of Chapter III of Act including rules made
therein, ICDR Regulations, Guidance Note and Engagement Letter, we report that:

Page 239 of 472

 (i) The “Restated Consolidated Statement of Assets and Liabilities” as set out in Annexure 1
to this report,of the group as at September 30, 2023, March 31, 2023 and years ended
March 31, 2022 and March 31, 2021 are prepared by the Company and approved by the
Board of Directors. The Restated Consolidated summary Statement of Assets and
Liabilities, have been arrived at after making such adjustments and regrouping to the
financial statements of the group, as in our opinion were appropriate and more fully
described in Significant Accounting Policies and Notes to Accounts as set out in Annexure
4 to this Report.
(ii) The “Restated Consolidated Statement of Profit and Loss” as set out in Annexure 2 to this
report,of the group for the period ended September 30, 2023 and years ended March 31,
2023, March 31, 2022 and March 31, 2021. The Restated Consolidated summary
Statement of Profit and Loss have been arrived at after making such adjustments and
regrouping to the financial statements of the group, as in our opinion were appropriate
and more fully described in Significant Accounting Policies and Notes to Accounts as set
out in Annexure 4 to this Report.
(iii) The “Restated Consolidated Statement of Cash Flow” as set out in Annexure 3 to this
report, of the group for the Period ended September 30, 2023 and Years ended March
31st, 2023, March 31, 2022 and March 31, 2021. These Statement of Cash Flow, as
restated have been arrived at after making such adjustments and regroupings to the
financial statements of the group, as in our opinion were appropriate and more fully
described in Significant Accounting Policies and Notes to Accounts as set out in Annexure
4 to this Report.

5. Based on the above and also as per the reliance placed by us on the consolidated audited
financial statements of the group and report thereon given by the Statutory Auditor of the
Company for the financial period ended September 30, 2023, and financial year ended March
31, 2023, March 31, 2022, and March 31, 2021, we are of the opinion that:

a) The Restated Consolidated Summary Statements have been made after incorporating
adjustments for the changes in accounting policies retrospectively in respective financial
years to reflect the same accounting treatment as per the changed accounting policy for
all reporting, if any;
b) The Restated Consolidated Summary Statements have been made after incorporating
adjustments for prior period and other material amounts in the respective financial
period/years to which they relate and there are no qualifications which require
adjustments;
c) Extra-ordinary items that need to be disclosed separately in the accounts has been
disclosed wherever required;
d) There were qualifications in the Audit Reports issued by the Statutory Auditors for the
financial year ended March 31st, 2022, and March 31, 2021 which would require
adjustments in this Restated Consolidated Financial Statements of the Company;
e) Profits and losses have been arrived at after charging all expenses including depreciation
and after making such adjustments/restatements and regroupings as in our opinion are
appropriate and are to be read in accordance with the Significant Accounting Polices and
Notes to Accounts as set out in Annexure 4 to this report;
f) Adjustments in Restated Consolidated Summary Statements have been made in
accordance with the correct accounting policies, which includes the impact of provision

Page 240 of 472

 of gratuity made on actuarial valuation basis in the Restated Consolidated Summary
Statements;
g) There was no change in accounting policies, which needs to be adjusted in the Restated
ConsolidatedSummary Statements except mentioned in clause (f) above;
h) There are no revaluation reserves, which need to be disclosed separately in the Restated
Consolidated Financial Statements;
i) The company has no dividend Declared during the financial period ended on September
30, 2023.

6. Opinion:
In our opinion and to the best of information and explanation provided to us, the restated
consolidated financial information of the Company, read with significant accounting policies
and notes to accounts as appearing in Annexure 4 are prepared after providing appropriate
adjustments and regroupings as considered appropriate and disclosed in Annexure 4.

7. We did not Audit the Financial statement of Subsidiaries, i.e. Cool Caps Industries limited and
Purv Ecoplast Private Limited, Purv Technoplast Private Limited, Purv Packaging Private
Limited which is Subsidiaries of Cool Caps Industries Limited for the Period ended September
30, 2023 and year ended March 31, 2023,March 31, 2022 and March 31, 2021, the
subsidiaries financial Statements Cool Caps Industries Limited have been Audited by Keyur
Shah & Co, Chartered Accountants, and Purv Ecoplast Private Limited, Purv Technoplast
Private Limited, Purv Packaging Private Limited which is Subsidiaries of Cool Caps Industries
Limited have been Audited by D J A S & Co. whose reports have been furnished to us and
our opinion in so far as relates to the amount included in these Consolidated Restated
summaries of Assets and Liabilities and summary statement of Profit and Loss Accounts are
solely based on the report of the other Auditor as mentioned above. Accordingly, reliance
has been placed on the financial information examined by these auditors for the said years.

8. We did not audit the financial statements of the subsidiaries, for Period ended September 30,
2023 and Years ended March 31st, 2023, March 31, 2022, and March 31, 2021 whose share of
total assets, total revenues, net cash inflows/(outflows) included in the Restated Consolidated
Financial Statements, for the relevant / years is tabulated below which have audited by other
auditor, and our opinion on the Restated Consolidated Financial Statements , in so far as it related
to amounts and disclosures included in respect of the subsidiary is based on the report of such
other auditors :
(Rs. In Lakhs)
For the Period For the Year For the Year For the Year
Particulars September 30th, March 31st, ended March ended March
2023 2023 31, 2022 31, 2021
Total Assets 16,973.13 14,950.71 8,106.58 5,171.32
Total Revenue 8,270.72 18,293.93 5,289.76 3,113.11
Net Cash Inflow / (Outflows) 104.67 (41.37) 50.85 (41.84)

Figures as mentioned above are taken from restated consolidated financial Statement.
Our Report is not modified with respect of this matter.

9. We have also examined the following other restated consolidated financial information
relating to the group prepared by the Management and as approved by the Board of
Directors of the Company and annexed to this report for the financial years/period ended on
September 30th, 2023, March 31st, 2023, March 31, 2022 and March 31, 2021 proposed to

Page 241 of 472

 be included in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus (“Issue
Document”) for the proposed IPO.

Annexure of Restated Consolidated Financial Statements of the Company: -

a. Significant Accounting Policies and Notes to Accounts as restated in Annexure 4;

b. Reconciliation of Consolidated Restated Profit and Loss as appearing in Annexure 4H (a) to this
report.
c. Reconciliation of Consolidated Restated Equity/Net worth as appearing in Annexure 4H (c) to
this report.
d. Details of Share Capital as Restated appearing in Annexure 5 to this report;
e. Details of Consolidated Reserves and Surplus as Restated appearing in Annexure 6 to this
report;
f. Details of Consolidated Long Term/Short Term Borrowings as Restated appearing in
Annexure 7 to this report;
g. Nature of Security and Terms of Repayment for Long term Borrowings appearing in
Annexure A to this report;
h. Nature of Security and Terms of Repayment for Short term Borrowings appearing in
Annexure A to this report;
i. Details of Consolidated Deferred Tax Liabilities (Net) as Restated appearing in Annexure 8 to
this report;
j. Details of Consolidated Other Long Term Liabilities as Restated appearing in Annexure 9 to
this report;
k. Details of Consolidated Long Term/Short Term Provisions as Restated appearing in
Annexure 10 to this report;
l. Details of Consolidated Trade Payables as Restated appearing in Annexure 11 to this report;
m. Details of Consolidated Trade Payables ageing Schedule as Restated appearing in Annexure
11.1 to this report;
n. Details of Consolidated Other Current Liabilities as Restated appearing in Annexure 12 to this
report;
o. Details of Consolidated Property Plant & Equipment as Restated appearing in Annexure 13 to
this report;
p. Details of Consolidated Long/Short Term Loans and Advances as Restated appearing in
Annexure 14 tothis report;
q. Details of Consolidated Other Current Assets as Restated appearing in Annexure 15 to this
report;
r. Details of Consolidated Other Non-Current Investments as Restated appearing in Annexure
16 to this report;
s. Details of Consolidated Investment Property as Restated appearing in Annexure 17 to this
report;
t. Details of Consolidated Statement of Goodwill as Restated appearing in Annexure 18 to this
report;
u. Details of Consolidated Trade Receivables as Restated appearing in Annexure 19 to this
report;
v. Details of Consolidated Inventories as Restated appearing in Annexure 20 to this report;
w. Details of Consolidated Cash and Cash Equivalents as Restated appearing in Annexure 21 to
this report;
x. Details of Consolidated Revenue from operations as Restated appearing in Annexure 22 to this
report;
y. Details of Consolidated Other Income as Restated appearing in Annexure 23 to this report;
z. Details of Consolidated Cost of Material Consumed as restated appearing in Annexure 24 to
this report

Page 242 of 472

aa. Details of Consolidated Purchase of Stock in Trade as restated appearing in Annexure 25
to this report
bb. Details of Consolidated Change in inventory of finished Goods, WIP & traded Goods as
restated appearing in Annexure 26 to this report
cc. Details of Consolidated Employee Benefit Expense as restated appearing in Annexure 27 to
this report
dd. Details of Consolidated Finance Cost as restated appearing in Annexure 28 to this report
ee. Details of Consolidated Other Expense as restated appearing in Annexure 29 to this report
ff. Details of Consolidated Statement of Accounting and Other Ratios as restated appearing in
Annexure 30 to this report
gg. Details of Consolidated Capitalisation as Restated appearing in Annexure 31 to this report;
hh. Details of Consolidated Statement of Related Parties Transactions as Restated appearing in
Annexure 32 to this report;
ii. Details of Additional Notes as Restated appearing in Annexure 33 to this report;
jj. Details of Consolidated Statement of Ratios as Restated appearing in Annexure 34 to this
report;

10. We, Keyur Shah & Associates, Chartered Accountants have been subjected to the peer
review process of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer
review certificate issued by the “Peer Review Board” of the ICAI.

11. The preparation and presentation of the Restated Consolidated Financial Statements referred
to above are based on the consolidated Audited financial statements of the Company and
are in accordance with the provisions of the Act and ICDR Regulations. The Restated
Consolidated Financial Statements and information referred to above is the responsibility
of the management of the company.

12. The report should not in any way be construed as a re-issuance or re-dating of any of the
previous audit reports issued by any other firm of Chartered Accountants nor should this
report be construed as a new opinion on any of the financial statements referred to therein.

13. We have no responsibility to update our report for events and circumstances occurring
after the date of the report.

14. In our opinion, the above financial information contained in Annexure 1 to 34 of this report
read with the respective Significant Accounting Polices and Notes to Accounts as set out in
Annexure 4 are prepared after making adjustments and regrouping as considered appropriate
and have been prepared in accordance with the Act, ICDR Regulations, Engagement Letter and
Guidance Note.

15. Our report is intended solely for use of the management and for inclusion in the Offer
Document in connection with the IPO. Our report should not be used, referred to or adjusted
for any other purpose except with our consent in writing.
For, Keyur Shah & Associates
F.R. No: 333288W
CHARTERED ACCOUNTANTS

Akhlaq Ahmed Mutvalli

Partner
[Link]. 181329 Date: 23rd January,2024
UDIN –24181329BKCBSA6192
Place: Ahmedabad

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‘Auditor’s Report on the Restated Standalone Statement of Assets and Liabilities as on September
30 2023, And March 31 2023, 2022, and 2021 Profit and Loss and Cash Flows for Period ended on
September 30, 2023 and each of the years ended on March 31 2023, 2022, and 2021 of PURV
FLEXIPACK LIMITED (Formerly known as PURV FLEXIPACK PRIVATE LIMITED) (collectively, the
“Restated Standalone Summary Statements”)

To,
The Board of Directors
PURV FLEXIPACK LIMITED
ANNAPURNA APARTMENT,
SUIT 1C, 1ST FLOOR
23 SARAT BOSE ROAD KOLKATA
700020

Dear Sir/Ma'am

1. We have examined the attached Restated Standalone Summary Statements along with
significant accounting policies and related notes of Purv Flexipack Limited (the "Company") for
Period ended on September 30, 2023 and the Years ended on March 31, 2023, March 31, 2022,
March 31, 2021 annexed to this report and prepared by the Company for the purpose of
inclusion in the Issue Document in connection with its proposed Initial Public Offer ("IPO") on
the EMERGE Platform of National Stock Exchange of India Limited.

2. These Restated Summary Statements have been prepared in accordance with the
requirements of
(i) Part I of Chapter III to the Companies Act, 2013 (“the Act”) read with Companies
(Prospectus and Allotment of Securities) Rules 2014;

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 (“ICDR Regulations”) issued by the Securities and Exchange Board of
India (“SEBI”) in pursuance to Section 11 of the Securities and Exchange Board of India Act,
1992 and related amendments / clarifications from time to time;
(iii) The terms of reference to our engagements with the Company requesting us to carry out the
assignment, in connection with the Draft Red Herring Prospectus /Red Herring Prospectus/
Prospectus (Collectively called as “Issue Document”) being issued by the Company for its
proposed IPO of equity share on EMERGE Platform of National Stock Exchange of India
Limited.
(iv) (The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the
Institute of Chartered Accountants of India (“Guidance Note”).

3. The Restated Standalone Summary Statements of the Company have been extracted by the
management from the Audited Financial Statements of the Company for the financial period
ended on September 30, 2023 and years ended on March 31, 2023, March 31, 2022, and March
31, 2021

4. In accordance with the requirements of Part I of Chapter III of Act including rules made
therein, ICDR Regulations, Guidance Note and Engagement Letter, we report that:
(i) The “Restated Standalone Summary Statement of Assets and Liabilities” as set out in
Annexure 1 to this report, of the Company as at September 30, 2023, March 31, 2023,
March 31, 2022, and March 31, 2021 are prepared by the Company and approved by the
Board of Directors. These Restated Standalone Summary Statement of Assets and

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 Liabilities, have been arrived at after making such adjustments and regroupings to the
individual financial statements of the Company, as in our opinion were appropriate and
more fully described in Significant Accounting Policies and Notes to Accounts as set out in
Annexure 4 to this Report.
(ii) The “Restated Standalone Summary Statement of Profit and Loss” as set out in Annexure
2 to this report, of the Company for the period ended on September 30, 2023 and years
ended March 31, 2023, March 31, 2022, and March 31, 2021 are prepared by the
Company and approved by the Board of Directors. These Restated Standalone Summary
Statement of Profit and Loss have been arrived at after making such adjustments and
regroupings to the individual financial statements of the Company, as in our opinion were
appropriate and more fully described in Significant Accounting Policies and Notes to
Accounts as set out in Annexure 4 to this Report.
(iii) The “Restated Standalone Summary Statement of Cash Flow” as set out in Annexure 3 to this
report, of the Company for the period ended on September 30, 2023 and years ended
March 31, 2023, March 31, 2022, and March 31, 2021are prepared by the Company and
approved by the Board of Directors. These Statement of Cash Flow, as restated have been
arrived at after making such adjustments and regroupings to the individual financial
statements of the Company, as in our opinion were appropriate and more fully described
in Significant Accounting Policies and Notes to Accounts as set out in Annexure 4 to this
Report.

5. Based on the above and also as per the reliance placed by us on the audited financial
statements of the Company and report thereon given by the Statutory Auditor of the
Company for the Financial Period/Year ended September 30, 2023, March 31, 2023, March
31, 2022, and March 31, 2021 we are of the opinion that:
a. The Restated Standalone Summary Statements have been made after incorporating
adjustments for the changes in accounting policies retrospectively in respective financial
years to reflect the same accounting treatment as perthe changed accounting policy for all
reporting period/years, if any;
b. The Restated Standalone Summary Statements have been made after incorporating
adjustments for prior period and other material amounts in the respective financial
period/years to which they relate and there are no qualifications which require
adjustments;
c. Extra-ordinary items that need to be disclosed separately in the accounts has been
disclosed wherever required;
d. There were qualifications in the Audit Reports issued by the Statutory Auditors for the
financial year ended March 31, 2022 and March 31, 2021 which would require
adjustments in this Restated Standalone Financial Statements of the Company;
e. Profits and losses have been arrived at after charging all expenses including depreciation
and after making such adjustments/restatements and regroupings as in our opinion are
appropriate and are to be read in accordance with the Significant Accounting Polices and
Notes to Accounts as set out in Annexure 4 to this report;
f. Adjustments in Restated Standalone Summary Statements have been made in accordance
with the correct accounting policies, which includes the impact of provision of gratuity
made on actuarial valuation basis in the Restated Standalone Summary Statements;
g. There was no change in accounting policies, which needs to be adjusted in the Restated
Standalone Summary Statements except mentioned in clause (f) above;
h. There are no revaluation reserves, which need to be disclosed separately in the Restated
Standalone Financial Statements;
i. The company has no dividend Declared during the financial period ended on September 30,
2023.

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6. Opinion:
In our opinion and to the best of information and explanation provided to us, and also as per
the reliance placed on reports submitted by previous auditors, the restated financial
information of the Company, read with significant accounting policies and notes to
accounts as appearing in Annexure 4 are prepared after providing appropriate adjustments
and regroupings as considered appropriate and disclosed in Annexure 4.

7. Audit for the Financial period ended on September 30, 2023 and Financial Year 2022-23 have
been Audited by us and Audit for the Financial Year, 2021-22, and 2020-21, have been
conducted by K. S. Bothra & Co., Chartered Accountants. Accordingly, reliance has been placed
on the financial information examined by these auditors for the said years.

The financial report included for these years is based solely on the report submitted by
these auditors for the said years.

8. We have also examined the following other financial information relating to the Company
prepared by the Management and as approved by the Board of Directors of the Company and
annexed to this report relating to the Company for the Period ended September 30, 2023
And Years ended March 31, 2023, March 31, 2022 and March 31, 2021 proposed to be
included in the Draft Red Herring Prospectus / Red Herring Prospectus/ Prospectus (“Issues
Document”) for the propose IPO.

Annexure of Restated Standalone Financial Statements of the Company: -

a. Significant Accounting Policies and Notes to Accounts as restated in Annexure 4;
b. Reconciliation of Restated Profit and Loss as appearing in Annexure 4H (a) to this report.
c. Reconciliation of Restated Equity/Net worth as appearing in Annexure 4H (c) to this report.
d. Details of Share Capital as Restated appearing in Annexure 5 to this report;
e. Details of Reserves and Surplus as Restated appearing in Annexure 6 to this report;
f. Details of Long Term/Short Term Borrowings as Restated appearing in Annexure 7 to this
report;
g. Nature of Security and Terms of Repayment for Long term & Short term Borrowings
appearing in Annexure - A to this report;
h. Details of Deferred Tax Assets/Liabilities (Net) as Restated appearing in Annexure 8 to this
report;
i. Details of Long Term/Short Term Provisions as Restated appearing in Annexure 9 to this
report;
j. Details of Other Non Current Liabilities as Restated appearing in Annexure 10 to this report;
k. Details of Trade Payables as Restated appearing in Annexure 11 to this report;
l. Details of Other Current Liabilities as Restated appearing in Annexure 12 to this report;
m. Details of Property Plant & Equipment as Restated appearing in Annexure 13 to this report;
n. Details of Long/Short Term Loans and Advances as Restated appearing in Annexure 14 to
this report;
o. Details of Other Current Assets as Restated appearing in Annexure 15 to this report;
p. Details of Other Non-Current Investment as Restated appearing in Annexure 16 to this
report;
q. Details of Investment Property as Restated appearing in Annexure 17 to this report;
r. Details of Trade Receivables as Restated appearing in Annexure 18 to this report;
s. Details of Inventories as Restated appearing in Annexure 19 to this report;
t. Details of Cash and cash equivalent as Restated appearing in Annexure 20 to this report;
u. Details of Revenue from operations as Restated appearing in Annexure 21 to this report;
v. Details of Other Income as Restated appearing in Annexure 22 to this report;
w. Details of Purchase of Stock in Trade as restated appearing in Annexure 23 to this report;
x. Details of Change in Inventory of Finished Goods, Stock in Trade & WIP as restated

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 appearing in Annexure 24 to this Report;
y. Details of Employee Benefit Expense as restated appearing in Annexure 25 to this report;
z. Details of Finance Cost as restated appearing in Annexure 26 to this report;
aa. Details of Other Expense as restated appearing in Annexure 27 to this report;
bb. Details of Statement of Accounting and other Ratios as Restated appearing in Annexure
28 to this report;
cc. Details of Statement of Tax Shelter as Restated appearing in Annexure 29 to this report;
dd. Details of Related Party transactions as Restated appearing in Annexure 30 to this report;
ee. Statement of Capitalization as Restated appearing in Annexure 31 to this report;
ff. Details of Additional Notes as Restated appearing in Annexure 32 to this report;
gg. Details of Statement of Ratios as Restated appearing in Annexure 33 to this report;

9. We, Keyur Shah & Associates., Chartered Accountants have been subjected to the peer
review process of the Institute of Chartered Accountants of India (“ICAI”) and hold a valid
peer review certificate issued by the “Peer Review Board” of the ICAI.

10. The preparation and presentation of the Restated Standalone Financial Statements referred
to above are based on the Audited financial statements of the Company and are in accordance
with the provisions of the Act and ICDR Regulations. The Restated Standalone Financial
Statements and information referred to above is the responsibility of the management of the
Company.

11. The report should not in any way be construed as a re-issuance or re-dating of any of the
previous audit reports issued by any other firm of Chartered Accountants nor should this
report be construed as a new opinion on any of the financial statements referred to therein.

12. We have no responsibility to update our report for events and circumstances occurring after
the date of the report.

13. In our opinion, the above financial information contained in Annexure 1 to 33 of this report
read with the respective Significant Accounting Polices and Notes to Accounts as set out in
Annexure 4 are prepared after making adjustments and regrouping as considered
appropriate and have been prepared in accordance with the Act, ICDR Regulations,
Engagement Letter and Guidance Note.

14. Our report is intended solely for use of the management and for inclusion in the Offer
Document in connection with the IPO. Our report should not be used, referred to or adjusted
for any other purpose except with our consent in writing.

For, Keyur Shah & Associates

F.R. No: 333288W
CHARTERED ACCOUNTANTS

Akhlaq Ahmad Mutvalli

Partner
M No:181329 Date: 23rd January, 2024
UDIN –24181329BKCBRZ7326 Place: Ahmedabad

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 OTHER FINANCIAL INFORMATION

The Financial Ratio on Consolidated Statement of the Accounting are as follow:

(Rs. in Lakhs)
For the period
For the year For the year For the year
S. ended
ended March ended March ended March
No. Particulars September 30,
31, 2023 31, 2022 31, 2021
2023
A Net worth, as restated 8,152.42 7,619.22 6,793.09 5,898.36
B Profit after tax, as restated 430.13 826.13 626.73 567.50
C Number of shares outstanding at the end of
the year before Sub-Division of Share
1,41,18,750 14,11,875 14,11,875 14,11,875
adjustment in earlier years of Face value of
Rs 10.00/- each
D Number of shares outstanding at the end of
the year after Sub-Division of Share
1,41,18,750 1,41,18,750 1,41,18,750 1,41,18,750
adjustment in previous years of Face value of
Rs 10.00/- each
E Weighted average number of equity shares
outstanding during the year (Before Sub- 1,41,18,750 14,11,875 14,11,875 14,11,875
Division Share adjustment in previous years)
F Weighted average number of equity shares
outstanding during the year (After Sub- 1,41,18,750 1,41,18,750 1,41,18,750 1,41,18,750
Division Share adjustment in previous years)
Earnings per share
G Basic / Diluted earnings per share (Before
3.05 58.51 44.39 40.19
Sub-Division share adjustment) (in Rs.) - (B/C)
H Adjusted weighted Basic / Diluted earnings
per share (After Sub-Division share 3.05 5.85 4.44 4.023
Adjustments in previous years) (in Rs.) - (B/F)
I Return on net worth (%) - (B/A) 5.28% 10.84% 9.23% 9.62%
J Net asset value per share of Rs.10 each
before Sub-Division share adjustment in 57.74 539.65 481.14 417.77
previous years- (A/E)
K Net asset value per share of Rs.10 each after
Sub-Division share adjustment in previous 57.74 53.97 48.11 41.78
years of face value of Rs.10 each - (A/F)
L Face Value of Equity Shares (Rs.) 10.00 10.00 100.00 100.00
M Earnings Before Interest and Taxes,
Depreciation & Amortization and other 999.99 1,891.68 978.54 986.05
income (EBITDA) (Rs. in lakh)
N EBITDA Margin (%) 7.44% 5.68% 4.40% 7.41%

Notes:

1. The ratios have been computed as per the following formulas:

(i) Basic Earnings per Share:

Restated Profit after Tax available to equity shareholders
Weighted average number of equity shares outstanding at the end of the year

(ii) Diluted Earnings per Share:

Restated Profit after Tax available to equity shareholders
Weighted average number of equity shares outstanding at the end of the year
Diluted Shares at the end of the year

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 (iii) Net Asset Value (NAV) per Equity Share:
Restated Net worth of Equity Share Holders
Number of equity shares outstanding at the end of the year

(iv) Return on Net worth (%):

Restated Profit after Tax available to equity shareholders
Restated Net worth of Equity Shareholders

2. EBITDA represents earnings (or profit/ (loss)) before finance costs, income taxes, and depreciation
and amortization expenses and other income. Extraordinary and exceptional items have been
considered in the calculation of EBITDA as they were expense items.

3. Net Profit as restated, as appearing in the standalone statement of profit and losses, has been
considered for the purpose of computing the above ratios. These ratios are computed on the basis
of the restated standalone financial information of the Company.

4. Weighted average number of equity shares is the number of equity shares outstanding at the
beginning of the year adjusted for the number of equity shares issued during the year multiplied
by the time weightage factor. The time weightage factor is the number of days for which the
specific shares are outstanding as a proportion of total number of days during the year.

5. Net worth for the ratios represents sum of share capital and reserves and surplus (share premium
and surplus in the Restated Standalone Summary Statement of Profit and Loss).

6. Earnings per share calculations are done in accordance with Accounting Standard 20 "Earning per
Share", issued by the Institute of Chartered Accountants of India.

7. The company has made the following changes in its capital structure, the effects of which have
been considered in computing the above accounting ratios: During the year company has Sub-
Divided Equity share of the company having a face value of Rs.100/- each (Rupees hundred only)
into the shares having a face value of Rs.10/- Rupees ten each ("Sub-division") vide board meeting
held as on 31st January, 2023, Which has been accorded shareholders of the company by passing
Special Resolution at the extra ordinary general meeting held on 2nd February, 2023..

For, Keyur Shah & Associates

Chartered Accountants
Firm Registration No.: 333288W

Akhlaq Ahmed Mutvalli

Partner
M. No.: 181329
UDIN: 24181329BKCBSA6192
Place: - Ahmedabad
Date: - 23.01.2024

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The Financial Ratio on Standalone Statement of the Accounting are as follow:
(Rs. in Lakhs)
For the period
For the year For the year For the year
S. ended on
ended March ended March ended March
No. Particulars September 30,
31, 2023 31, 2022 31, 2021
2023
A Net worth, as restated 6,412.44 6,215.54 5,663.10 5,257.93
B Profit after tax, as restated 196.89 552.44 405.18 328.80
C Number of shares outstanding at the end of the
year before Sub-Division of Share adjustment in 1,41,18,750 14,11,875 14,11,875 14,11,875
earlier years of Face value of Rs 10.00/- each
D Number of shares outstanding at the end of the
year after Sub-Division of Share adjustment in 1,41,18,750 1,41,18,750 1,41,18,750 1,41,18,750
previous years of Face value of Rs 10.00/- each
E Weighted average number of equity shares
outstanding during the year (Before Sub-Division 1,41,18,750 14,11,875 14,11,875 14,11,875
Share adjustment in previous years)
F Weighted average number of equity shares
outstanding during the year (After Sub-Division 1,41,18,750 1,41,18,750 1,41,18,750 1,41,18,750
Share adjustment in previous years)
Earnings per share
G Basic / Diluted earnings per share (Before Sub-
1.39 39.13 28.70 23.29
Division share adjustment) (in Rs.) - (B/C)
H Adjusted weighted Basic / Diluted earnings per
share (After Sub-Division share Adjustments in 1.39 3.91 2.87 2.33
previous years) (in Rs.) - (B/F)
I Return on net worth (%) - (B/A) 3.07% 8.89% 7.15% 6.25%
J Net asset value per share of Rs.10 each before
Sub-Division share adjustment in previous years- 45.42 440.23 401.11 372.41
(A/E)
K Net asset value per share of Rs.10 each after Sub-
Division share adjustment in previous years of 45.42 44.02 40.11 37.24
face value of Rs.10 each - (A/F)
L Face Value of Equity Shares (Rs.) 10.00 10.00 100.00 100.00
M Earnings Before Interest and Taxes, Depreciation
& Amortization and other income (EBITDA) (Rs. in 207.83 507.60 200.25 272.87
lakh)
N EBITDA Margin (%) 3.78% 3.23% 1.17% 2.67%

Notes:

The ratios have been computed as per the following formulas:

(i) Basic Earnings per Share:

Restated Profit after Tax available to equity shareholders
Weighted average number of equity shares outstanding at the end of the year

(ii) Diluted Earnings per Share:

Restated Profit after Tax available to equity shareholders
Weighted average number of equity shares outstanding at the end of the year
Diluted Shares at the end of the year

(iii) Net Asset Value (NAV) per Equity Share:

Restated Net worth of Equity Share Holders
Number of equity shares outstanding at the end of the year

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(iv) Return on Net worth (%):
Restated Profit after Tax available to equity shareholders
Restated Net worth of Equity Shareholders

8. EBITDA represents earnings (or profit/ (loss)) before finance costs, income taxes, and depreciation
and amortization expenses and other income. Extraordinary and exceptional items have been
considered in the calculation of EBITDA as they were expense items.

9. Net Profit as restated, as appearing in the standalone statement of profit and losses, has been
considered for the purpose of computing the above ratios. These ratios are computed on the basis
of the restated standalone financial information of the Company.

10. Weighted average number of equity shares is the number of equity shares outstanding at the
beginning of the year adjusted for the number of equity shares issued during the year multiplied
by the time weightage factor. The time weightage factor is the number of days for which the
specific shares are outstanding as a proportion of total number of days during the year.

11. Net worth for the ratios represents sum of share capital and reserves and surplus (share premium
and surplus in the Restated Standalone Summary Statement of Profit and Loss).

12. Earnings per share calculations are done in accordance with Accounting Standard 20 "Earning per
Share", issued by the Institute of Chartered Accountants of India.

[Link] company has made the following changes in its capital structure, the effects of which have
been considered in computing the above accounting ratios: During the year company has Sub-
Divided Equity share of the company having a face value of Rs.100/- each (Rupees hundred only)
into the shares having a face value of Rs.10/- Rupees ten each ("Sub-division") vide board meeting
held as on 31st January, 2023, Which has been accorded shareholders of the company by passing
Special Resolution at the extra ordinary general meeting held on 2nd February, 2023.

For, Keyur Shah & Associates

Chartered Accountants
Firm Registration No.: 333288W

Akhlaq Ahmed Mutvalli

Partner
M. No.: 181329
UDIN: 24181329BKCBRZ7326

Place: - Ahmedabad
Date: - 23.01.2024

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 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS

You should read the following discussion of our financial condition and results of operations together
with our Restated Financial Statements which have been included in this Red Herring Prospectus. The
following discussion and analysis of our financial condition and results of operations is based on our
Restated Consolidated Financial Statements for the period ended September 30, 2023 and for the
Financial Year ended on March 31, 2023 , 2022, and 2021 including the related notes and reports,
included in this Red Herring Prospectus prepared in accordance with requirements of the Companies
Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from
IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated, have been derived
from our audited financial statements for the respective years. Accordingly, the degree to which our
Restated Financial Statements will provide meaningful information to a prospective investor in
countries other than India is entirely dependent on the reader’s level of familiarity with Indian GAAP,
Companies Act, SEBI Regulations, and other relevant accounting practices in India.

This discussion contains forward-looking statements and reflects our current views with respect to
future events and financial performance. Actual results may differ materially from those anticipated in
these forward-looking statements as a result of certain factors such as those described under “Risk
Factors” and “Forward Looking Statements” beginning on pages 41 and 22 respectively, and
elsewhere in this Red Herring Prospectus.

Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial
Year are to the 12 months ended March 31 of that year.

OVERVIEW

Our Company was originally incorporated as “Purv Flexi pack Private Limited” at Kolkata as a private
limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated May
11, 2005, issued by the RoC, West Bengal. Subsequently, our Company was converted into a public
limited company under the Companies Act, 2013, pursuant to the approval accorded by our
Shareholders at their extra-ordinary general meeting held on Feb,02,2023 Consequently, the name
of our Company was changed to “Purv Flexipack Limited” and a fresh certificate of incorporation
consequent upon conversion from a private limited company to a public limited company was issued
to our Company by the RoC, West Bengal on August,03,2023 and Corporate Identification Number is
U25202WB2005PLC103086. The registered office of our company is situated at Annapurna
Apartment, Suit 1C, 1st Floor, 23 Sarat Bose Road, Kolkata, West Bengal-700020 India.

We have two Business Divisions (i) In our first division we have Trading business of various plastic-
based products such as Biaxially Oriented Polypropylene (BOPP) film, Polyester Films, Cast
Polypropylene (CPP) films, Plastic granules, Inks, Adhesives, Masterbatches, Ethyl Acetate, and
Titanium Dioxide. We offer customized bulk packaging solutions to business-to-business (B2B)
manufacturers in a variety of industries including Food Products, Textiles, Agro, Pesticides, Basic
Drugs, Cement, Chemicals, Fertilizers, Ceramics, and Steel.

(ii) In another Division we are associated as Del Credere Associate cum consignment stockiest
(DCA/CS) of Indian Oil Corporation Limited and operates as a Dealer Operated Polymer Warehouse
(DOPW) for their polymer division.

Our company is promoted and managed by first generation entrepreneur Mr. Rajeev Goenka. He holds
a Bachelor of Commerce (Honors) degree from St. Xavier's College, Kolkata (W.B.) and has completed
the Cost Accountancy course from the Institute of Cost and Works Accountants of India. With his
extensive knowledge and experience, he excels in troubleshooting various mechanical issues and

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staying updated with technological insights. Mr. Rajeev Goenka has played a pivotal role in the growth
of our business. He laid the foundation of our company and has been actively involved in the plastic
products industry for the past 30 years.

Our company offers innovative and customized packaging solutions to a diverse customer base. We
have our own warehouse for storage and inventory management. The warehouse is equipped with
modern facilities and equipment to ensure the safe and secure storage of our products. It is
maintained under optimal conditions to preserve the quality and integrity of our products, and we
have implemented strict inventory management systems to ensure accurate tracking of our inventory.
Having its own warehouse allows the Company to maintain a large inventory of products, ensuring
that we can promptly meet the demands of our customers. Additionally, we utilize our warehouse as
a hub for our logistics and delivery services, enabling efficient and timely delivery of our products to
our customers. Overall, Purv Flexipack Limited’s own warehouse is a critical component of its
operations, providing reliable storage, inventory management, and logistics capabilities to support its
business activities.

SIGNIFICANT MATERIAL DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last financial statements
disclosed in this Red Herring Prospectus, there have not arisen any circumstance that materially and
adversely affect or are likely to affect the business activities or profitability of our Company or the
value of its assets or its ability to pay its material liabilities within the next twelve months except as
mentioned below:

1) The Board of Directors have decided to get their equity shares listed pursuant to Section 62(1)(c)
of the Companies Act 2013, by a resolution passed at its meeting held on proposed the Issue,
subject to the approval of the shareholders and such other authorities as may be necessary.

2) The shareholders of the Company have, pursuant to Section 23 of the Companies Act 2013, by a
special resolution passed in the Extra Ordinary General Meeting held on
authorized the Initial Public Offer.

KEY FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION

Our results of operations have been, and will be, affected by many factors, some of which are beyond
our control. Our results of operations and financial conditions are affected by numerous factors
including the following:

A. Ability to expand the customer base and develop new products and generate new sales.

Customer relationships are the core of our business. Our ability to grow our customer base and
drive market adoption of our products is affected by the pace at which the demand of our
products grows. We expect that our revenue growth will be primarily driven by the pace of
adoption of our offerings. This will drive our ability to acquire new customers and increase sales
to existing customers, which in turn, will affect our future financial performance.

We have grown our operations by introducing quality products to meet potential requirements
of our customers and create market for our products. To service and grow our relationships with
our existing customers and to win new customers, we are required to provide them with products
that address their quality and other requirements, to anticipate and understand trends in their
relevant markets and to continually address their needs as those change and evolve.

Our future growth shall depend on our ability to identify emerging market trends, offer new

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 products to customers, inculcate strong culture of innovation, have trained workforce and latest
research and development facilities to enable us to expand the range of our offerings to
customers and improve the delivery of our products along with growing our portfolio of various
products to increasingly represent our revenue from operations, widened the customer base that
we cater to, and typically have a higher margin profile.

B. Pricing pressure from customers may affect our gross margins.

Our ability to remain competitive and profitable depend on our ability to source and maintain a
stable and sufficient supply of raw materials at cost effective prices. Historically, prices of basic
raw material costs have increased such as Gas and petroleum products which have a significant
effect on the cost of our finished goods and consequently our gross margins. We depend on
external suppliers for our materials on a purchase order basis and place such orders with them in
advance on the basis of our anticipated requirements. As a result, the success of our business is
significantly dependent on maintaining good relationships with our suppliers. For further
information on procurement of our raw materials, see “Our Business” on page 167.

C. Reliance on Customer Relationships

The identity and correspondingly revenues from any customer or our top five customers may vary
between financial reporting years depending on the nature and term of ongoing contracts with
such customers. For the period ended September 30, 2023, and for the financial year ended on
March 31, 2023, March 31, 2022, and March 31, 2021, our top five customers across our business
accounted for Rs. 1602.55 lakhs, Rs 4511.48 lakhs, Rs 4134.88 lakhs, Rs 2547.33 lakhs and 29.15%,
28.72% ,24.18% and 24.92% of our revenue from operations, respectively, while our largest
customer accounted for Rs 1484.42 lakhs, Rs 1087.53 lakhs, and Rs 630.82 lakhs, respectively, of
our total revenue from operations in such periods. Thus, our Company is reliant on key customers
for our business and therefore any adverse developments in our relationships with our key
customers or a significant reduction in business from any such key customer may adversely
impact our results of operations, prospects and financial condition.

D. Sales and Marketing

We have deployed a team of efficient and dedicated marketing professionals for the marketing
and promotion of our products. Our marketing team constantly monitors and scours the trends
in the market. Regular interaction is required to maintain the client base and to gain insight into
the specification needs of the diverse clientele. We constantly seek to grow our product reach
to underpenetrated geographies, increase the penetration of our products in markets in which
we are currently present and widen the portfolio of our products available in those markets by
growing our network. Our success is dependent on our ability to enter and expand our network
in new markets which is further dependent on our familiarity with the economic condition,
customer base and commercial operations in new regions. With limited presence, our ability to
gain market share is also dependent on our ability to compete with companies that may have an
existing strong presence.

However, we may not be successful in expanding our network or increasing our market presence.
Further, we may also face disruptions in selling our products for various reasons such as
transportation bottlenecks, raw material inaccessibility, competition activities, labor issues,
natural disasters, etc. which may result in disruptions to our business.

E. Changes in laws and regulations relating to the industry in which we operate

The Packaging industry in which we operate is subject to constant change. Packaging is among

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 the high growth industries in India and developing @ 22-25% per annum. A high degree of
potential exists for almost all user segments which are expanding appreciably -processed foods,
hard & soft drinks, fruit and marine products. Due to the nature of our business ,we expect to
be or continue to be subject to extensive and increasingly stringent environmental ,health and
safety laws and regulations and various labour related laws and regulations which governs the
discharge ,emission, storage ,handling and disposal of variety of substances that may be used in
or result from the operations of our business.

F. Increasing competition in the industry

The industry in which we operate is highly competitive. Factors affecting our competitive success
include, amongst other things, price, demand for our products, availability of raw materials and
reliability. Our competitors vary in size, and may have greater financial, production, marketing,
personal and other resources than us and certain of our competitors may have longer history of
established businesses and reputation in the Indian packaging industry as compared to us.
Competitive conditions in some of our segments have caused us to incur net selling prices and
reduced gross margin s and net earnings. This condition may continue indefinitely. Our failure to
compete effectively, including any delay in responding to any changes in the industry and market,
may affect competitiveness of our products, which may result in a decline in our revenues and
profitability.

G. Changes in fiscal, economic, or political conditions in India

We are incorporated in India and we conduct our corporate affairs and our business in India.
Consequently, our business operations, financial performance and the market price of our Equity
Shares are affected by interest rates, government policies, taxation, social and ethnic instability,
and other political and economic developments affecting India.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian
economy or certain regions in India, could adversely affect our business, results of operations and
financial condition along with the price of the Equity Shares.

H. Default or delay in payment by a significant portion of our customers, may have an adverse
effect on cash flows, result of operations and financial conditions.

We may encounter problems in executing the orders in relation to our products on timely basis
Moreover ,factors beyond our control or the control of our customers may postpone the delivery
of such products or cause it cancellation .Due to the possibility of cancellation or changes in scope
and schedule of delivery of such products resulting from our customers discretion or problems
we encounter in the delivery of such products or reasons outside our control ,we cannot predict
with certainty when, if or to what extent we may be able to deliver the orders placed .
Additionally, delays in the delivery of such products can lead to customers delaying or refusing to
pay the amount, in part or in full, that we expect to be paid in respect of such products. In
addition, even where a delivery proceeds as scheduled, it is possible that the customers may
default or otherwise fail to pay amounts owned.

SIGNIFICANT ACCOUNTING POLICIES

A. Basis of preparation.

The financial statement of the subsidiary used in the consolidation are drawn up to the same
reporting date as that of the Purv Flexpack Limited i.e., 30th September, 2023.

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 The accompanying financial statements have been prepared in accordance with the applicable
Accounting Standards notified under Section 133 of the Companies Act, 2013 read with Rule 7 of
Companies (Accounts) Rules, 2014 and Companies (Accounting standard Amendment Rules 2016)
and other Generally Accepted Accounting principles under the historical cost convention on
accrual basis of accounting. The financial statements are prepared in Rs in Lakhs.

All the assets and liabilities have been classified as current or non-current as per the Company’s
normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Based
on the nature of its activities, the Company has ascertained its operating cycle as 12 months for
the purpose of current and non-current classification of assets and liabilities.

B. Principles of Consolidation.

i. Basis of Consolidation.

The Consolidated financial statement (CFS) includes the financial statement of the parent company
(Purv Flexipack limited), standalone financial statements of subsidiary company (Cool Caps
industries limited) and three wholly owned subsidiaries of Cool Caps industries limited.

Name CIN Relationship %of Holding Country

Cool Caps Industries Limited U27101WB2015PTC208523 Subsidiary 61.65% India

Subsidiaries are entities controlled by the Group. Associates are entities over which the Group
exercise significant influence but does not control. An entity I arrangement in which the Group has
the ability to exercise control jointly with one or more uncontrolled entities may be a joint venture
("JV") or a joint operation ("JO"). Control, significant influence and joint control is assessed annually
with reference to the voting power (usually arising from equity shareholdings and potential voting
rights) and other rights (usually contractual) enjoyed by the Group in its capacity as an investor
that provides it the power and consequential ability to direct the investee's activities and
significantly affect the Group's returns from its investment. The Group is considered not to be in
control of entities where it is unclear as to whether it enjoys such power over the investee.

The Following Companies are also merged with the Consolidated Financial Statement of the
Company, which is Wholly owned Subsidiary of the Cool Caps Industries Limited which is Subsidiary
of Purv Flexipack Limited.

Name CIN Relationship As per Chain Country

Purv Ecoplast U37200WB2020PTC237712 Subsidiary 61.65% India
private limited.
Purv Packaging U25209WB2020PTC240595 Subsidiary 61.65% India
Private Limited.
Purv Technoplast U25111WB2020PTC238179 subsidiary 61.65% India
Private Limited.

ii. Use of estimates

The preparation of the financial statements is in conformity with Indian GAAP (Generally
Accepted Accounting Principles) which requires the management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent liabilities as on the date of the financial statements. The estimates and assumptions
made and applied in preparing the financial statements are based upon management's best
knowledge of current events and actions as on the date of financial statements. However, due
to uncertainties attached to the assumptions and estimates made actual results could differ

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 from those estimates. Any revision to accounting estimates is recognized prospectively in
current and future periods.

iii. Revenue Recognition:

• Revenue from sale of goods is recognized when significant risk and rewards of ownership of
the goods have been passed to the buyer and it is reasonable to expect ultimate collection.
Sale of goods is recognized net of GST and other taxes as the same is recovered from
customers and passed on to the government.
• Interest is recognized on a time proportion basis considering the amount outstanding and
the rate applicable.
• Other items of Income & Expenditure are recognized on accrual basis.
• Income from Export entitlement is recognized as on accrual basis.
• Dividend Income is recognized when the right to receive dividend is established.
• Rental income is recognized on time period basis.

iv. Foreign Currency Transactions

A. Initial recognition

Transactions in foreign currency are accounted for at exchange rates prevailing on the date of
the transaction.

B. Measurement of foreign currency monetary items at Balance Sheet date

Foreign currency monetary items (other than derivative contracts) as at Balance Sheet date are
restated at the year End rates.

C. Exchange difference

Exchange differences arising on settlement of monetary items are recognized as income or

expense in the period in which they arise.

Exchange difference arising on restatement of foreign currency monetary items as at the year
End being difference between exchange rate prevailing on initial recognition/subsequent
restatement on reporting date and as at current reporting date is adjusted in the Statement of
Profit & Loss for the respective year. Any expense incurred in respect of Forward contracts
entered into for the purpose of hedging is charged to the Statement of Profit and loss.

D. Forward Exchange Contract

The Premium or discount arising at the inception of the Forward Exchange contracts entered
into to hedge an existing asset/liability, is amortized as expense or income over the life of the
contract. Exchange Differences on such contracts are recognized in the Statement of Profit and
Loss in the reporting period in which the exchange rates change. Any Profit or Loss arising on
cancellation or renewal of such a forward contract is recognized as income or expense in the
period in which such cancellation or renewal is made.

v. Investments

Non-Current/ Long-term Investments are stated at cost. Provision is made for a diminution in
the value of the investments, if, in the opinion of the management, the same is other than

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 temporary in nature. On disposal of an investment, the difference between it carrying amount
and net disposal proceeds is charged or credited to the Statement of Profit and Loss.

Current investments are carried out at lower cost and fair value determined on an individual
basis. On disposal of an investment, the difference between its carrying amount and net
disposal proceeds is charged or credited to the Statement of Profit and Loss.

Investment Property

An investment in Land or building which is not intended to be occupied substantially for used
by, or in operations of, the company, is classified as Investment Property. Investment properties
are stated at cost less diminution value (other than temporary.)

vi. Property, Plant and Equipment and Intangible assets.

Tangible Assets

The tangible items of property, plant and equipment are carried at cost less accumulated
depreciation and accumulated impairment losses, if any, using the cost model as prescribed
under Accounting Standard, AS-10 "Property, Plant & Equipment". Cost of an item of property,
plant and equipment comprises of the purchase price, including import duties, if any, non-
refundable purchase taxes, after deducting trade discounts and rebates, and costs that are
directly attributable to bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management and initial estimates of
decommissioning, restoring and similar liabilities. Subsequent costs related to an item of
property, plant & equipment are recognized as a separate asset, as appropriate, only when it
is probable that future economic benefits associated with the item flow to the group and the
cost of the item can be measured reliably. The carrying amount of any component accounted
for as a separate asset is derecognized when replaced. All other repairs & maintenance are
recognized in the statement of profit & loss during the operated period when they are
incurred. An item of property, Plant & equipment is derecognized on disposal or no future
economic benefits are expected from its use or disposal. The gain or losses arising from de-
recognition are measured as the difference between the net disposal proceeds and the
carrying amount of the assets are recognized in the statement of profit & loss when the assets
are de-recognized.

Depreciation & Amortization:

Depreciation of Tangible Assets: -

Property, plant, and equipment individually costing Rs. 5,000 or less are depreciated at 100% in
the year in which such assets are ready to use.

Depreciation is calculated using the Written down value method over their estimated useful
lives, at the rate provided in schedule II of the Companies Act 2013 on pro-rata basis. The
estimates of useful lives of tangible assets are as follows:

Class of Asset Useful life as per Schedule II Useful life as per Group
Computer 3 years 3 Years
Furniture & Fixtures 10 Years 10 Years
Office Equipment 5 Years 5 Years
Plant and Machinery 15 Years 15 Years
Factory Shed/Building 30 Years 30 Years

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 Class of Asset Useful life as per Schedule II Useful life as per Group
Electrical Installation 10 Years 10 Years
Vehicles 8 Years 8 Years

Inventories

Inventories of traded goods are valued at lower of cost and net realizable value. Cost
comprises of all costs of purchase and other costs incurred in bringing the inventories to their
present location and condition. Cost formula used is FIFO.

Net realizable value is the estimated selling price in the ordinary course of business, less
estimated cost necessary to make the sale.

Impairment of Assets.

The Company assesses at each reporting date whether there is an indication exists, or when
annual impairment testing for an asset is required, the company estimates the assets
recoverable amount. An assets recoverable amount is the higher of an assets or cash
generating units (CGU) net selling price and its value in use. Impairment losses of continuing
operations are recognized in the statement of profit & loss.

vii. Retirement Benefits

(i) Short-term employee benefits

Short term employee benefits are recognized as an expense at the undiscounted

amounted in the statement of Profit and loss for the year which includes benefits like
salary, wages, bonus and are recognized as expenses in the period in which the employee
renders the related service

(ii) Post-Employment benefits:

Defined Contribution Plan:

The Company has Defined Contribution Plans for Post-employment benefits in the form
of Provident Fund for all employees which are administered by Regional Provident Fund
Commissioner. Provident Fund and Employee State Insurance are classified as defined
contribution plans as the Company has no further obligation beyond making the
contributions. The Company’s contributions to Defined Contribution plans are charged
to the Statement of Profit and Loss as and when incurred.

Defined benefit Plans:

Unfunded Plan the Company has a defined benefit plan for post-employment benefit in
the form of Gratuity. Liability for the above defined benefit plan is provided based on
valuation, as at the Balance Sheet date, carried out by an independent actuary. The
actuarial method used for measuring the liability is the Projected Unit Credit method.

Accumulated leave
Which is expected to be utilized within the next 12 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 reporting date.

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viii. Borrowing Cost

Borrowing costs are interest, commitment charges and other costs incurred by an enterprise
in connection with Short Term/ Long-Term borrowing of funds. Borrowing costs directly
attributable to acquisition or construction of qualifying assets are capitalized as a part of the
cost of the assets, up to the date the asset is ready for its intended use. All other borrowing
costs are recognized in the Statement of Profit and Loss in the year in which they are
incurred.

ix. Earnings Per Share

The earnings in ascertaining the Company's EPS comprises the net profit after tax
attributable to equity shareholders and includes the post-tax effect of any extraordinary
items. The number of shares used in computing basic EPS is the weighted average number
of shares outstanding during the year. Diluted earnings per share is computed by dividing
the profit/(loss) after tax attributable to Equity Shareholders (including the post-tax effect
of extra ordinary items, if any) as adjusted for dividend, interest and other charges to
expense or income relating to the dilutive potential equity shares, by the weighted average
number of equity shares which could have been issued on conversion of all dilutive potential
equity shares. Potential equity shares are deemed to be dilutive only if their conversion to
equity shares would decrease the net profit per share from continuing ordinary operations.
Potential dilutive equity shares are deemed to be converted as at the beginning of the
period, unless they have been issued at a later date. Dilutive potential equity shares are
determined independently for each period.

x. Taxation

Tax expenses for the year comprising current tax & deferred tax are considered in
determining the net profit for the year. Provision is made for current tax and based on tax
liability computed in accordance with relevant tax laws applicable to the Company. Provision
is made for deferred tax for all timing difference arising between taxable incomes &
accounting income at currently enacted or substantively enacted tax rates, as the case may
be. Deferred tax assets (other than in situation of unabsorbed depreciation and carry
forward losses) are recognized only if there is reasonable certainty that they will be realized
and are reviewed for the appropriateness of their respective carrying values at each Balance
Sheet date. Deferred tax assets, in situation of unabsorbed depreciation and carry forward
losses under tax laws are recognized only to the extent that where is virtual certainty
supported by convincing evidence that sufficient future taxable income will be available
against which such deferred tax assets can be recognized. Deferred Tax Assets and Deferred
Tax Liability are been offset wherever the Company has a legally enforceable right to set off
current tax assets against current tax liability and where the Deferred Tax Asset and Deferred
Tax Liability relate to Income taxes is levied by the same taxation authority.

xi. Provisions, Contingent Liabilities and Contingent Assets

(i) Provisions

A provision is recognized when the Company has a present obligation as a result of past
event, if it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of
obligation.

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 (ii) Contingent Liability

Contingent Liabilities are disclosed when there is a possible obligation arising from past
events, the existence of which will be confirmed only on the occurrence or non-
occurrence of one or more uncertain future events not wholly within the control of the
Company or a present obligation that arises from past events where it is either not
probable that an outflow of resources will be required to settle or a reliable estimate of
the amount cannot be made.

(iii) Contingent Assets

Contingent Assets are neither recognized nor disclosed in the financial statements.

xii. Segment Reporting

In accordance with the Accounting Standard 17 “segment reporting “as prescribed under
companies (Accounting standard) Rules 2006 (as amended),as the company is covered under
categories of SMC companies ,the said accounting standard is not applicable to it .

xiii. Cash and Cash Equivalents

Cash & cash equivalents comprise cash and cash on deposit with banks and corporations.
The company considers all highly liquid investments with a remaining maturity at the date
of purchase of three months or less and that are readily convertible to known amount of
cash to be cash equivalents.

xiv. Leases.

Where the lessor effectively retains substantially all the risk and benefits of ownership of the
leased Assets, are classified as “Operating leases”. Lease rentals with respect to assets taken
on operating lease are charged to profit & loss on a straight-line basis over the lease term.
Lease which effectively transfer to the company substantially all the risk and benefits
incidental to the ownership of the leased item are classified as “Finance Lease. Assets
acquired on Finance lease are capitalized as assets by the company at the lower of the fair
value and the present value of the Minium lease payment and a liability is created for an
equivalent amount. Lease rental is apportioned between the liability and finance charge so
as to obtain a constant periodic rate of interest on the outstanding liability for each year.

xv. Government Grants.

Government grants /subsidies received towards specific fixed assets have been deducted
from the gross value of the concerned fixed assets and grants /subsidies received during the
year towards revenue expenses have been reduced from the respective expenses. Export
benefits/incentives are accounted for on an accrual basis. Accordingly, estimated export
benefits against export effected during the year are taken into account as estimated
incentives accrued till the end of the year. In case of Licenses not revalidated after the date
of expiry, the proportionate export benefit/incentive taken credit in earlier year (s) is written
off in the year of expiry of license.

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OVERVIEW OF REVENUE & EXPENDITURE

Revenue and Expenses

Our revenue and expenses are reported in the following manner:

Total Revenue

Our Total Revenue comprises of revenue from operations and other income.

➢ Revenue from operations - From sale of Our products i.e., BOPP/polyester Films, Shrink/CPP
films, Granules, Caps & closures, Printing ink, Offset, Adhesives, Master batches, Zipper pouch,
handle, Metallised film, Ethyl Acetate etc.

➢ Other Income -Our other income primarily includes Income from interest, Rent from investment
property, income from sale of shares, Dividend from shares, profit from Futures & options and
income from foreign exchange fluctuations, Insurance claims etc.

➢ Exceptional income – This comprises gain on disposal/sale of investment property.

Expenses

Our expenses comprise cost of raw materials consumed, purchase of Stock-in-Trade, Changes in
inventories of Finished Goods, WIP and Traded Goods, employee benefit expenses, finance costs,
depreciation & amortization expenses and other expenses.

Cost of materials consumed.

Difference of Opening and closing stock of Raw materials, purchases and Direct expenses form cost of
Raw materials consumed.

➢ Purchase of Stock-in-Trade - Purchases of traded goods comprises BOPP/Polyester films,

Shrink/CPP films, Granules, Caps & closures, Printing ink, Offset, Adhesives, Master batches,
Zipper pouches, Handle, Metallized films ,Ethyl Acetate etc.

➢ Change in inventories of Finished Goods, WIP and Traded Goods - Changes in inventories of
Finished Goods, WIP and Traded Goods consist of costs attributable to an increase or decrease in
inventory levels during the relevant financial period in Finished Goods, WIP and Traded Goods.

➢ Employee benefit expenses - Our employee benefit expenses mainly include Salaries, wages and
bonus, Directors’ remuneration, contribution to provident fund and other funds, gratuity
provision and staff welfare expenses.

➢ Finance costs - Our finance costs mainly include interest on long term and short-term borrowings
including term loans and working capital loans, and other borrowing costs.

➢ Depreciation & amortization expenses - Our depreciation and amortization expenses comprise
of depreciation on tangible fixed assets.

➢ Other expenses - Other expenses comprise of selling and distribution expenses, administrative
expenses, and payment to auditors.

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OUR RESULTS OF OPERATIONS

The following table sets forth selected financial data from our Restated Consolidated Statement of
profit and loss for the period ended September 30, 2023 and for the Financial Year ended on March
31, 2023, 2022 and 2021, the components of which are also expressed as a percentage of total
revenue for such periods:
(Rs. in Lakhs)
September 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Particulars Amount Amount Amount Amount
(%)* (%)* (%)* (%)*
in Lakhs in Lakhs in Lakhs in Lakhs
Revenue:
Revenue from operations 13439.09 96.44% 33317.44 97.68% 22237.34 96.92% 13303.75 96.54%
Other income 496.70 3.56% 790.39 2.32% 706.47 3.08% 476.51 3.46%
Total revenue. 13935.79 100% 34107.83 100% 22943.81 100% 13780.26 100%
Expenses:
Cost of materials cons. 3462.07 24.84% 6977.49 20.46% 2259.92 9.85% 957.40 6.95%
Purchase of stock. 8291.31 59.50% 22486.07 65.93% 17641.52 76.89% 10510.25 76.27%
Changes in inventories of
Finished Goods, WIP and (188.94) (1.35) % (164.28) (0.48%) (483.35) (2.11) % (521.95) (3.79)%
Traded Goods
Employee benefits expense 183.25 1.31% 404.16 1.18% 401.47 1.75% 306.77 2.23%
Finance costs 562.25 4.03% 900.03 2.64% 580.16 2.53% 507.53 3.68%
Depreciation and
183.06 1.32% 330.67 0.97% 211.51 0.92% 168.59 1.22%
amortisation expense
Other expenses 717.49 5.15% 1688.52 4.95% 1378.63 6.01% 1035.15 7.51%
Total Expenses 13210.49 94.80% 32622.66 95.65% 21989.86 95.84% 12963.74 94.07%
Profit before Exceptional
725.30 5.21% 1485.17 - 953.95 - 816.52 -
item/Tax
Exceptional income. 45.64 0.33% - - - - - -
Profit/loss before tax 770.94 5.54% 1485.17 4.35% 953.95 4.16% 816.52 5.93%
Current Tax 171.51 1.23% 289.12 0.85% 158.56 0.69% 152.29 1.11%
Deferred tax (credit)/charge 23.16 0.17% 61.82 0.18% 29.01 0.13% 49.35 0.36%
Mat entitlement - (0.09) -
Total tax expenses 194.67 1.40% 350.94 1.03% 187.57 0.82% 201.55 1.47%

Profit & loss for the year. 576.27 4.14% 1134.23 3.32% 766.38 3.34% 614.97 4.46%
LESS: share of minorities (146.14) (1.05) % (308.10) (0.90)% (139.65) (0.61) % (47.47) (0.34) %
Profit & loss for the year of
430.13 3.09% 826.13 2.42% 626.73 2.73% 567.50 4.12%
the group
Earning per Eq. share.
Basic /Diluted 3.05 - 58.51 - 44.39 - 40.19 -
Adjusted/Diluted EPS after
3.05 - 5.85 - 4.44 - 4.02 -
Sub-Division
* (%) column represents percentage of total revenue.

SUMMARY ON RESULT OF OPERATIONS FROM OUR RESTATED CONSOLIDATED FOR THE PERIOD
ENDED ON SEPTEMBER 30, 2023 AND FOR THE YEAR ENDED MARCH 31, 2023, 2022 AND 2021 AND
RESTATED STANDALONE FOR THE PERIOD ENDED SEPTEMBER 30, 2023 AND FOR THE YEAR ENDED
MARCH 31, 2023, 2022 AND 2021

Total Revenue

Total revenue comprises of revenue from operations and other income which are as described below:

➢ Revenue from operations:

Include primarily sale of BOPP/Polymer films, Shrink/CPP films, Granules, caps & closures, Printing
ink, Offset, Adhesives, Master batches, Zipper pouches, Handles, Metallised films and Ethyl
Acetate etc.

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 (Rs. in Lakhs)
For the period ended For the year ended For the year ended For the year ended
Particulars September 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Amount % Amount % Amount % Amount %
Revenue from
Operations
(A)Manufacturing 4833.57 35.97% 9,786.32 29.37% 3,453.67 15.53% 2,053.35 15.43%
Sales
(B) Trading Sales 9012.51 67.06% 24,266.09 72.84% 18,792.76 84.51% 11,113.08 83.54%
Less: Branch transfer (655.68) (4.88%) (1,157.63) (3.47%) (398.00) (1.79%) (218.48) (1.64%)
(C) sale of services 162.94 1.21% 251.53 0.75% 232.12 1.04% 233.28 1.75%
(D) Others 85.75 0.64% 171.13 0.51% 156.79 0.71% 122.52 0.92%
Total 13439.09 100% 33,317.44 100% 22,237.34 100% 13,303.75 100%

➢ Other income – Breakup of other income is set forth for the period indicated:
(Rs. in Lakhs)
September 30, March 31, March 31, March 31,
Particulars
2023 2023 2022 2021
Net gain on foreign currency transactions 15.55 47.86 28.51 9.35
Interest Received on FDR 164.92 207.56 115.16 160.41
Interest on Income Tax Refund - 0.13 - -
Excess Provisions for Gratuity written back 6.17 - - 11.14
Insurance claims received - - - 9.10
Sundry Balance written off - 45.64 - -
Other income 30.33 5.47 8.06 4.59
Rent received 3.64 27.09 33.68 38.57
Commission income 110.62 52.57 50.44 -
Long term profit on sale of shares 0.84 214.20 356.36 5.71
Short term profit on sale of share 100.62 105.93 79.02 166.78
Dividend received 0.40 3.29 4.99 6.24
Service charges - 8.87 24.75 -
Transportation charges received 0.86 4.77 5.50 9.67
Profit from Future & options 62.75 67.01 - 54.95
Total 496.70 790.39 706.47 476.51

Total Expenses

Our total expenses comprise of (i) Cost of materials consumed (ii) Purchase of stock-in-trade (iii)
Changes in inventories of Finished Goods, WIP and Traded Goods (iv) employee benefits expense, (v)
finance cost, (vi) depreciation & amortization expense and (vii) other expenses.

➢ Cost of material consumed – The following table sets forth a breakdown of our cost of materials
consumed for the periods indicated:
(Rs. in Lakhs)
For the period ended on For the year ended 31 March
Particulars
September 30, 2023 2023 2022 2021
Raw Material
Op. Stock 1,312.80 666.55 292.72 133.24
Add: Domestic Purchases 3,245.39 7,853.05 2,863.65 1,308.84
Add: Import Purchases 664.72 747.64 137.96 25.02
Less: Inter branch purchases (565.57) (976.95) (367.86) (216.98)
Less: trading RM transferred (103.80) - - -
Less: Closing Stock (1,091.47) (1,312.80) (666.55) (292.72)
TOTAL 3,462.07 6,977.49 2,259.92 957.40

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➢ Purchase of stock-in-trade – The following table sets forth a breakdown of purchases of stock-in-
trade for the periods indicated:
(Rs. in Lakhs)
Particulars For the period ended on For the year ended 31 March
September 30, 2023 2023 2022 2021
Purchase of Stock in Trade 8381.42 22,666.76 17,671.65 10,511.75
Less: Inter branch transfer (90.11) (180.69) (30.13) (1.50)
TOTAL 8291.31 22,486.07 17,641.52 10,510.25

➢ Changes in inventories of finished goods, stock in Trade and WIP - The following table sets forth
a breakdown of changes in inventories of Traded Goods for the periods indicated:
(Rs. in Lakhs)
Particulars For the period ended on September For the year ended 31 March
30, 2023 2023 2022 2021
Op. Stock 2601.45 2437.17 1953.82 1431.87
Add: Trading RM Transferred 103.80 - - -
Less: Closing Stock 2894.19 2601.45 2437.17 1953.82
TOTAL (188.94) (164.28) (483.35) (521.95)

➢ Employee Benefit Expenses - The following table sets forth a breakdown of our employee benefits
expense for the periods indicated:
(Rs. in Lakhs)
Particulars For the period ended For the year ended 31 March
September 30, 2023 2023 2022 2021
Director Remuneration 19.50 57.16 78.50 39.00
Salaries, wages and bonus 153.46 300.72 287.98 231.89
Contributions to Provident Fund and Other Fund 0.41 8.60 7.13 9.12
Staff welfare expenses 9.88 28.61 21.49 26.76
Gratuity and leave encashment /reversal. - 9.07 6.37 -
Total. 183.25 404.16 401.47 306.77

➢ Finance Costs – Bifurcation of finance costs is described below:

(Rs. in Lakhs)
Particulars For the period ended For the year ended 31 March
September 30, 2023 2023 2022 2021
Interest on Long term loans 135.74 270.67 198.19 217.26
Interest on short term loans 406.95 595.57 321.36 260.19
Other finance cost 19.56 33.79 60.61 30.08
Total 562.25 900.03 580.16 507.53

➢ Depreciation and Amortization Expenses - Our Property, Plant and Equipment are depreciated
over periods corresponding to their estimated useful lives. Please see “Significant Accounting
Policies” above.

➢ Other expenses - The following table sets forth a breakdown of our other expenses for the periods
indicated:
(Rs. in Lakhs)
For the period ended For the year ended 31 March
Particulars
September 30, 2023 2023 2022 2021
Manufacturing Expenses:
Wages 45.72 87.16 54.74 38.85
Power & Fuel . 163.27 324.75 140.56 95.81
Stores consumption 6.81 6.07 3.40 -
Pollution control fee. 0.38 0.90 0.75 0.85
Factory general Expenses 4.62 10.41 9.01 10.22

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 For the period ended For the year ended 31 March
Particulars
September 30, 2023 2023 2022 2021
Repair & Maintenance factory. 17.39 29.80 14.06 11.66
Administrative, selling & other expenses:
Travelling & conveyance 46.33 73.76 23.71 17.22
Business Promotion /Advertisement 0.78 22.61 16.45 20.55
Commission and Brokerage 55.49 283.40 571.62 434.68
Postage & Courier Expenses 1.40 2.20 1.29 1.15
Carriage outward 165.27 334.24 123.14 93.93
Freight Outward /Delivery charges 32.53 83.61 95.62 90.39
Loading and Unloading Charges 13.92 29.75 34.78 24.21
Contract fees 14.90 34.72 - -
Factory , Godown rent & office [Link]. 11.66 14.70 9.44 8.81
Discount allowed/loss on sale of shares. 7.90 - 0.18 2.91
Bank Charges 6.25 36.83 14.93 5.89
Preliminary expenses written off/advance - - 1.62 0.52
Conveyance Charges 2.70 4,71 3.68 3.28
Security transaction tax 0.17 3.06 2.43 0.92
Membership fee 3.74 3.12 1.29 1.62
Currency fluctuations difference - 2.51 - -
Delayed payment charges 4.41 9.19 6.06
Key man insurance policy 1.42 1.42 1.42 2.06
Custom duty 3.55 - - -
Insurance 13.37 15.27 12.83 8.29
Legal & Professional Charges 23.35 56.12 17.03 53.76
Filing fee 1.15 3.26 0.65 0.13
Computer maintains 1.93 4.40 4.02 3.09
Misc. Expenses 14.25 47.72 21.98 14.68
Demat charges 0.62 0.24 0.91 0.31
Office Exp 0.08 3.33 3.24 1.89
Processing fee for land acquisition - 1.77 - 1.91
Packing expenses 1.25 3.55 3.99 1.67
Loss from Future & options (F&O) - 33.74 83.68 -
Printing & Stationery 2.68 8.78 7.89 4.43
Rent, rates & taxes 12.90 28.92 24.75 20.64
Repair & Maintenance 8.12 29.23 25.53 19.94
Loss on partnership firm - 0.19 0.16 0.45
Vehicle Running & Maintenance 5.70 14.88 9.80 6.73
Security Service charges 4.29 7.40 4.91 4.18
Telephone & inter net 2.49 4.86 4.20 3.46
Testing Fees 0.73 2.26 0.78 1.03
Electricity expenses 11.22 18.48 18.05 19.24
Payment To Auditors:
Statutory & Tax audit 2.75 5.20 4.05 3.79
Total 717.49 1,688.52 1,378.63 1,035.15

Tax Expenses

Our tax expenses comprise of current tax and deferred tax.

Page 349 of 472

COMPARISION OF RESTATED CONSOLIDATED FINANCIALS FOR THE FINANCIAL YEAR ENDED MARCH
31, 2023 WITH FINANCIAL YEAR ENDED MARCH 31, 2022

Total Revenue:
(Rs. in Lakhs)
2022-23 2021-22 Variance in %
34,107.83 22,943.81 48.66%

Our total revenue has increased by 48.66% to Rs. 34,107.83 Lakhs for financial year 2022-23 from Rs.
22,943.81 Lakhs for financial year 2021-22, bifurcated into revenue from operations and other
income.

Revenue from Operations

(Rs. in Lakhs)
2022-23 2021-22 Variance in %
33,317.44 22,237.34 49.83%

Revenue from Operations has increased by 49.83% to Rs. 33,317.44 Lakhs for financial year 2022-23
from Rs. 22,237.34 Lakhs for financial year 2021-22.

Other Income
(Rs. in Lakhs)
2022-23 2021-22 Variance in %
790.39 706.47 11.88%

During the year 2022-23, the other income of our company has increased to Rs. 790.39 Lakhs from
Rs. 706.47 Lakhs in 2021-22, representing an increase of 11.88 %. This was majorly due to more
interest income, higher short-term gains from sale of shares, profit from Futures & options (F&O),
and write back of unclaimed credit balances. The income is partially offset by less long-term profit on
sale of shares during 2022-23.

Total Expense
(Rs. in Lakhs)
2022-23 2021-22 Variance in %
32,622.66 21,989.86 48.35%

The total expenditure for the financial year 2022-23 was increased to Rs. 32,622.66 Lakhs from Rs.
21,989.86 Lakhs in 2021-22, representing an increase of 48.35% owing to increased business volumes
of the company and factors described below.

Cost of materials consumed.

(Rs. in Lakhs)
2022-23 2021-22 Variance in %
6,977.49 2,259.92 208.75%

Cost of materials consumed has increased by 208.75% in the financial year 2022 -23 to Rs 6,977.49
lakhs from 2,259.92 lakhs mainly due to more domestic and import purchases in view of increased
demand of our products in the domestic market.

Purchase of stock-in-trade
(Rs. in Lakhs)
2022-23 2021-22 Variance in %
22,486.07 17,641.52 27.46%

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More purchase of stock in trade by 27.46% in financial year 2022-23 to Rs 22,486.07 lakhs from Rs
17,641.52 lakhs in 2021-22. This is also due to more domestic demand of our products.

Changes in inventories of finished goods, WIP & Traded Goods

(Rs. in Lakhs)
2022-23 2021-22 Variance in %
(164.28) (483.35) 66%

Inventories of Traded Goods for the financial year 2022-23 stood at (Rs 164.28) lakhs as against (Rs
483.35) lakhs in 2021-22.

Employee benefits expenses

(Rs. in Lakhs)
2022-23 2021-22 Variance in %
404.16 401.47 0.67%

Employees benefit expenses has increased nominally by 0.67% to Rs 404.16 lakhs in 2022-23 from
401.47 lakhs in 2021-22.

Finance Cost
(Rs. in Lakhs)
2022-23 2021-22 Variance in %
900.03 580.16 55.13%

Finance costs increased by Rs. 319.87 lakhs in 2022-23 over 2021-22, representing an increase of
55.13% majorly due to increase in Bank borrowings and more short-term loans from directors &
others.

Depreciation & Amortization expense

(Rs. in Lakhs)
2022-23 2021-22 Variance in %
330.67 211.51 56.34%

Depreciation for the financial year 2022-23 stood at Rs. 330.67 Lakhs as compared to Rs. 211.51 Lakhs
in 2021-22, showing an increase of 56.34%. due to additions in the Fixed assets.

Other Expense
(Rs. in Lakhs)
2022-23 2021-22 Variance in %
1,688.52 1,378.63 22.48%

Other expenses have increased by 22.48% in 2022-23 from 1378.63 lakhs in 2021-22 mainly due to
more expenses incurred on increased production activities i.e., Power & fuel, wages, carriage outward,
contract fee, more expenses incurred under the head of Travelling & conveyance expenses, more
payment of legal & professional expenses and more payment of Miscellaneous expenses.

Profit/ (Loss) Before Tax

(Rs. in Lakhs)
2022-23 2021-22 Variance in %
1,485.17 953.95 55.69%

The profit before tax saw an increase of 55.69% to Rs 1,485.17 lakhs in 2022-23 from 953.95 lakhs in
2021-22. owing to reasons explained above.

Page 351 of 472

Provision for Tax and Net Profit
(Rs. in Lakhs)
Particulars 2022-23 2021-22 Variance in %
Current & deferred tax 350.94 187.57 87.09%
Profit after Tax 826.13 626.73 31.82%

Our profit after tax during 2022-23 increased by Rs. 199.40 Lakhs, showing a percentage increase of
31.82% over 2021-22,

COMPARISION OF RESTATED CONSOLIDATED FINANCIALS FOR THE FINANCIAL YEAR ENDED MARCH
31, 2022 WITH FINANCIAL YEAR ENDED MARCH 31, 2021

Total Revenue:
(Rs. in Lakhs)
2021-22 2020-21 Variance in %
22,943.81 13,780.26 66.50%

Our total revenue has increased by 66.50% to Rs. 22,943.81 Lakhs for financial year 2021-22 from Rs.
13,780.26 Lakhs for financial year 2020-21 bifurcated into revenue from operations and other income.

Revenue from Operations

(Rs. in Lakhs)
2021-22 2020-21 Variance in %
22,237.34 13,303.75 67.15%

Revenue from Operations has increased by 67.15% to Rs. 22,237.34 Lakhs for financial year 2021-22
from Rs. 13,303.75 Lakhs for financial year 2020-21. This increase is majorly driven by increase in sale
/demand post covid pandemic.

Other Income
(Rs. in Lakhs)
2021-22 2020-21 Variance in %
706.47 476.51 48.26%

During the year 2021-22, other income of our company increased to Rs. 706.47 Lakhs from Rs. 476.51
Lakhs in 2020-21, representing an increase of 48.26 %. This was only due to more long-term profit on
sale of shares which is partially offset by less short-term gain on sale of shares and more commission,
this is despite Less interest received from bank and no profit received from Future & Options (F&O)
transactions.

Total Expense
(Rs. in Lakhs)
2021-22 2020-21 Variance in %
21,989.86 12,963.74 69.62%

The total expenditure for the financial year 2021 22 has increased to Rs. 21989.86 Lakhs from Rs.
12,963.74 Lakhs in 2020-21, showing an increase of 69.62%. The above increase is mainly due to more
purchase of stock in trade as well as more consumption of raw materials and other expenses due to
increased demand for our products post COVID pandemic and factors described below.

Cost of materials consumed

(Rs. in Lakhs)
2021-22 2020-21 Variance in %
2,259.92 957.40 136.04%

Page 352 of 472

Cost of materials consume has increased by 136.04% to 2259.92 lakhs from Rs 957.40 lakhs in the
financial year 2020-21 mainly due to more purchases of domestic and imported trading materials in
view of increased demand of our product in the market.

Purchase of stock-in-trade
(Rs. in Lakhs)
2021-22 2020-21 Variance in %
17,641.52 10,510.25 67.85%

Purchase of stock in trade for the financial year 2021-22 increased to Rs. 17,641.52 Lakhs from Rs.
10,510.25 Lakhs in 2020-21, showing an increase of 67.85 %. This was primarily attributable to high
demand of our products in the market.

Changes in inventories of Finished Goods and Traded Goods

(Rs. in Lakhs)
2021-22 2020-21 Variance in %
(483.35) (521.95) 7.40%

Changes in inventories of Finished Goods, and Traded Goods for the financial year 2021-22 to Rs.
(483.35) lakhs from Rs. (521.95) lakhs in 2020-21, majorly due to market demand supply scenario.

Employee benefits expenses

(Rs. in Lakhs)
2021-22 2020-21 Variance in %
401.47 306.77 30.87%

Our Company has incurred Rs. 401.47 Lakhs under employee benefit expenses in 2021-22, as
compared to Rs. 306.77 Lakhs in 2020-21, reflecting an increase of 30.87%. This was mainly due to
increase in Director’s remuneration, salary & wages and provision for Gratuity.

Finance Cost
(Rs. in Lakhs)
2021-22 2020-21 Variance in %
580.16 507.53 14.31%

Finance costs increased by 14.31% in 2021-22 over 2020-21 to Rs 580.16 lakhs due to increase in short
-term bank borrowings and other related borrowing costs.

Depreciation & Amortization expense

(Rs. in Lakhs)
2021-22 2020-21 Variance in %
211.51 168.59 25.45%

Depreciation for the financial year 2021-22 stood at Rs. 211.51 Lakhs as compared to Rs. 168.59 Lakhs
in 2020-21, reflecting an increase of 25.45% on account of additions in tangible fixed assets during the
year.

Other Expense
(Rs. in Lakhs)
2021-22 2020-21 Variance in %
1,378.63 1,035.15 33.18%

The company’s other expenses saw an increase of 33.18%, amounting to Rs. 1,378.63 Lakhs, majorly
Due to the increase in business volumes after covid pandemic, company has incurred more Business

Page 353 of 472

promotion expenses, more loading & unloading expenses, more Brokerage & commission and more
delivery charges and losses from Future & options (F&O) transactions. The increase in expenses was
offset by less payment towards legal & profession expenses.

Profit/ (Loss) Before Tax

(Rs. in Lakhs)
2021-22 2020-21 Variance in %
953.95 816.52 16.83%

The profit before tax saw an increase of 16.83% to Rs 953.95 Lakhs, owing to an increase in sales
volumes of the Company and increase in other income.

Provision for Tax and Net Profit

(Rs. in Lakhs)
Particulars 2021-22 2020-21 Variance in %
Taxation Expenses 187.57 201.55 (6.93)
Profit after Tax 626.73 567.50 10.43%

Our profit after tax increased by Rs.626.73 lakhs, showing a percentage increase of 10.43% %. due to
increased sales volumes.

OTHER KEY RATIOS

The table below summarizes the key ratios in our Restated consolidated Financial Statements for the
period ended September 30, 2023 and for the year ended March 31, 2023, 2022 and 2021.

Particulars For the period ended For the year ended March 31
September 30, 2023 2023 2022 2021
Fixed Asset Turnover Ratio 2.56 6.66 7.24 4.51
Debt Equity Ratio 1.84 1.62 1.23 1.20
Current Ratio 1.36 1.45 1.95 1.62
Inventory Turnover Ratio 2.93 8.35 7.26 5.74

Fixed Asset Turnover Ratio: This is defined as total income divided by total fixed assets on Restated
Consolidated Financial Statements.

Debt Equity Ratio: This is defined as total debt divided by total shareholder funds. Total debt is the
sum of long-term borrowings, short-term borrowings and current maturities of long-term debt, based
on Restated Consolidated Financial Statements. Total shareholder funds are sum of equity share
capital and reserve and surplus based on Restated Consolidated Financial Statements.

Current Ratio: This is defined as current assets divided by current liabilities, based on Restated
Consolidated Financial Statements.

Inventory Turnover Ratio: This is defined as cost of goods sold divided by Average closing inventory
based on Restated Consolidated Financial Statements.

CASH FLOW

The table below summaries our cash flows from our Consolidated Restated Financial Information for
the period ended September 30, 2023, and for the financial year ended March 31 2023, 2022 and
2021:

Page 354 of 472

 (Rs. in Lakhs)
For the period For the year ended March 31
Particulars ended September
2022-23 2021-22 2020-21
30, 2023
Net cash generated from / (used in) operating activities (1204.86) 2262.22 (110.89) (589.52)
Net cash generated from / (used in) Investing Activities (852.57) (3846.70) (699.06) (714.61)
Net cash generated from / (used in) from financing activities 2174.34 1512.81 883.46 1023.82
Net Increase / (decrease) in Cash & Cash Equivalents 116.90 (71.67) 73.51 (280.31)
Cash and cash equivalents at the beginning of the year 50.34 122.02 48.50 328.81
Cash and cash equivalents at the end of the year 167.24 50.34 122.02 48.50

Operating Activities (Based on Restated Consolidated Financial Statements)

For the Period ended September 30 ,2023.

Our net cash utilized from operating activities was Rs 1204.86 lakhs for the period ended 30 th sept
2023. Our operating profit before working capital changes was Rs.1179.44 lakhs which was primarily
adjusted for increase in inventories by Rs.71.41 lakhs, increase in trade receivables by Rs 778.16 lakhs,
increase in other current assets by Rs.466.80 lakhs, decrease in trade payables Rs 947.07 lakhs,
decrease in long term provisions by Rs 19.00 lakhs. Adjustment was also made for increase in other
current liabilities Rs 51.46 lakhs and increase in short term provisions Rs 33.01 lakhs The cash
generated from operations has also been adjusted for Income tax paid Rs 171.51 lakhs.

Financial year 2022-23

Our net cash generated from operating activities was Rs. 2,262.22 Lakhs for the financial year 2022-
23. Our operating profit before working capital changes was Rs. 2,508.31 lakhs which was primarily
adjusted for increase in Inventories by Rs 810.53 lakhs, Increase in Trade receivables by Rs 1313.06
lakhs, increase in other current assets by Rs 308.13 lakhs, increase in other Noncurrent assets by Rs
24.43 lakhs and decrease in other long-term liabilities Rs 6.82 lakhs. This was significantly offset by
increase in Other current liabilities Rs 480.19 lakhs and increase in short term provisions Rs 119.40
lakhs along with Taxes paid Rs 289.12 lakhs.

Financial year 2021-22

Our net cash utilized from operating activities was Rs 110.89 Lakhs for the financial year 2021-22.
Our operating profit before working capital changes was Rs. 1,898.47 Lakhs which was primarily
adjusted for increase in inventories by Rs. 857.18 Lakhs and trade receivables by Rs. 567.26 Lakh,
decrease in trade payables Rs 312.07 lakhs, decrease in other current liabilities by Rs 23.16 lakhs,
increase in other noncurrent Assets by Rs 76.54 lakhs and decrease in short term provisions by Rs
42.88 lakhs., The cash generated from operations has also been adjusted for Income Tax paid Rs
158.56 lakhs.

Financial year 2020-21

Our net cash utilized from operating activities was Rs. 589.52 lakhs for the financial year 2020-21
Our operating profit before working capital changes was Rs. 1,488.59 Lakhs which was primarily
adjusted for increase in inventories by Rs. 681.43 lakhs, increase in other current assets Rs 750.32
lakhs, decrease in Trade payables Rs 347.53 lakhs, decrease in other current liabilities Rs 409.23 lakhs,
decrease in long term provisions Rs 4.41 lakhs and decrease in other long-term liabilities Rs 3.34 lakhs.
This was significantly offset by decrease in Trade receivables Rs 243.60 lakhs and increase in short
term provisions Rs 26.75 lakhs. The cash generated from operations has also been adjusted for Income
Tax paid Rs 152.20 lakhs.

Investing Activities (Based on Restated Consolidated Financial Statements)

For the Period ended on September 30th ,2023.

Net cash used in investing activities was Rs 852.57 lakhs. This was primarily on account of purchase of

Page 355 of 472

fixed assets Rs 434.43 lakhs, investment in capital work in progress Rs 1281.35 lakhs. This was offset
by sale of investment property Rs 454.36 lakhs, proceeds from sale of investments Rs 243.93 lakhs
and receipt of Interest and dividend Rs 164.92 lakhs.

Financial year 2022-23

Net cash used in investing activities was Rs. 3846.70 lakhs for the financial year 2022-23. This was
primarily on account of purchase of fixed assets amounting to Rs. 2265.29 lakhs, investment in
property Rs 2.27 lakhs and investment in capital work in progress Rs 1969.71 lakhs. Which was offset
by proceeds from sale of investment Rs 183.01 lakhs and receipt of Dividend Rs 207.56 lakhs.

Financial year 2021-22

Net cash used in investing activities was Rs. 699.06 lakhs for the financial year 2021-22. This was
primarily on account of purchase of fixed assets Rs 330.39 lakhs, Investment in capital work in progress
Rs 165.98, net purchase of investment Rs 291.89 lakhs. This was offset by receipt of Dividend Rs 115.16
lakhs.

Financial year 2020-21

Net cash used in investing activities was Rs.714.61 Lakhs for the financial year 2020-21. This was
primarily on account of purchase of fixed assets of Rs 1166.32 lakhs, purchases of Investment property
of Rs 605.99 lakh. This was offset by release from capital work in progress Rs 790.77 lakhs, Proceeds
from sale of investments Rs 114.55 lakhs and receipt of dividend Rs 160.41 lakh.

Financing Activities (Based on Consolidated Financial Statements),

For the Period ended on September 30th ,2023.

Net cash generated from financing activities for the period ended sept,30th 2023 was Rs 2174.34 lakhs.
This was on account of proceeds from capital subsidy Rs 274.97 lakhs, proceeds from short term
borrowings Rs 2942.65 lakhs. This was offset by decrease in long term loans & advances Rs 91.25 lakhs,
increase in short term loans & advances Rs 280.53 lakhs. Further, Repayment of Rs 279.67 lakhs was
made of long-term borrowings along with interest & finance charges Rs 562.25 lakhs.

Financial year 2022-23

Net cash generated from financing activities for the financial year 2022-23 was Rs. 1,512.80 lakhs. This
was on account of proceeds from short term borrowings Rs 1,713.11 lakhs and long-term borrowing
Rs 2,297.77 lakhs. This was offset by increase in short term loans & advances Rs 1,322.20 lakhs, long-
term loans & advances Rs 275.85 lakhs along with interest and finance charges paid Rs 900.03 lakhs.

Financial year 2021-22

Net cash generated from financing activities for the financial year 2021-22 was Rs. 883.46 lakhs. This
was on account of financing from minority interest Rs 759.51lakhs, proceeds from long term
borrowings Rs 985.67 lakhs and short-term borrowing Rs 276.66 lakhs. This was offset by increase in
long term Loans & advances Rs 31.99 lakhs and short-term Loans & advances Rs 526.22 lakhs. Interest
& finance charges paid was Rs 580.16 lakhs.

Financial year 2020-21

Net cash generated from financing activities for the financial year 2020-21 was Rs. 1,023.82 lakhs. This
was on account of financing from minority interest Rs 28.31 lakhs, decrease in long term loans &
advances Rs 6.74 lakhs and short-term loans & advances Rs 931.42 lakhs, Proceeds from long term
borrowings Rs 481.22 lakhs and short-term borrowings Rs 83.62 lakhs. Interest & finance charges paid
was Rs 507.53 lakhs.

Page 356 of 472

FINANCIAL INDEBTEDNESS

As on January 31, 2024 our company has total outstanding of secured borrowings from banks and
Unsecured borrowing from others aggregating to Rs. 15,013.96 Lakhs. Set forth below is a brief
summary of our Company’s borrowings from banks and others as on January 31, 2024:
(Rs. in Lakhs)
Category of Borrowing Outstanding Amount
Secured :
From banks, (Short term & Long term) 12400.15
Bill discounting against letter of Credit 73.34
From channel finance & others 749.52
Unsecured:
Loan from Directors & related parties (long term & short term) 1045.02
Loan from others 745.93
Total 15,013.96

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoters, directors and their entities and relatives
primarily relate to remuneration, Short Term Borrowing, rent, consultancy charges, Account
receivables/ Payable, commission, sales, purchases, Reimbursement of expenses, loans & advances,
interest, Investment and sitting fee etc. For further details of such related parties under AS-18, refer
chapter titled “Financial Statements as Restated” beginning on page 238.

CAPITAL EXPENDITURE

Our capital expenditure includes expenditures on property, plant and equipment. Property, plant and
equipment include land, computers, furniture and fixtures, office equipment, plant and machinery,
factory Shed / building, electrical installation, vehicles. Lift and Capital WIP.

The following table sets out the capital expenditure (addition to property, plant and equipment) for
the periods indicated:
(Rs. in Lakhs)
Particulars For the period ended For the year ended March 31
September 30, 2023 2022-23 2021-22 2020-21
Property, Plant and Equipment
Computers & servers 3.45 9.87 5.84 4.63
Furniture & Fixture 10.31 31.67 2.76 21.72
Office Equipment 7.01 3.04 .90 19.01
Plant and Machinery 154.71 1614.16 176.22 1033.07
Factory Shed / Building 107.71 353.47 - 312.25
Electrical equipment. 1.94 5.82 - -
Tools & equipment, - 16.51 - -
Vehicles - 18.38 30.97 10.35
Telephone system - 3.57 8.29 -
Land-freehold & leasehold. 138.05 128.17 85.18 3.64
Electrical installations 11.51 83.09 9.53 12.74
Capital Work in progress. 3663.32 2381.97 412.26 246.28
Lift - - 10.15 -

CONTINGENT LIABILITIES

The following table sets forth our contingent liabilities and commitments as on September 30, 2023
as per restated standalone financial statements

Page 357 of 472

 (Rs. in Lakhs)
Particulars As on Period ended on September 30, 2023
(1) Contingent liabilities
(a) Guarantees issued by banks 1105.78
(b) Income tax Matters -
(c) Indirect tax Matters 11.86
(d) Corporate Guarantee Given by Company 7538.93
Total 8,656.57
(2) Commitments (166.00)

OFF-BALANCE SHEET ITEMS

We do not have any other off-balance sheet arrangements, derivative instruments or other
relationships with any entity that have been established for the purposes of facilitating off-balance
sheet arrangements.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK

1. Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate
risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our
business.

2. Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service
obligations and our access to funds.

3. Liquidity Risk
Liquidity risk is the risk that will encounter difficulties in meeting the obligations associated with
our financial liabilities that are settled by delivering cash or another financial asset. Our approach
to managing liquidity is to ensure to the extent possible, that we will have sufficient liquidity to
meet our liabilities when they are due under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to our reputation. We manage liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously
monitoring forecast and actual cash flows, and by matching the maturity profiles of financial
assets and liabilities.

4. Effect of Inflation
We are affected by inflation as it has an impact on the raw material cost, wages, etc. In line with
changing inflation rates, we rework our margins so as to absorb the inflationary impact.

5. Credit Risk
We are exposed to credit risk on monies owed to us by our customers If our customers do not
pay us promptly, or at all, we may have to make provisions for or write-off such amounts.

6. Reservations, qualifications and adverse remarks

Except as disclosed in chapter titled “Financial Statements as Restated” beginning on page 238,
there have been no reservations, qualifications and adverse remarks.

7. Details of default, if any, including therein the amount involved, duration of default and
present status, in repayment of statutory dues or repayment of debentures or repayment of
deposits or repayment of loans from any bank or financial institution
Except as disclosed in chapter titled “Financial Statements as Restated” beginning on page 238,

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 there have been no defaults in payment of statutory dues or repayment of debentures and
interest thereon or repayment of deposits and interest thereon or repayment of loans from any
bank or financial institution and interest thereon by the Company.

8. Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our
Company, in the last three Fiscals.

9. Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, during the periods under review there have
been no transactions or events, which in our best judgment, would be considered unusual or
infrequent.

10. Significant economic changes that materially affected or are likely to affect income from
continuing operations.
Indian rules and regulations as well as the overall growth of Indian economy have a significant
bearing on our operations. Major changes in these factors can significantly impact income from
continuing operations.

Other than as described in the section titled “Risk Factors” beginning on page 41 to our
knowledge there are no significant economic changes that materially affects or are likely to affect
income of our Company from continuing operations.

11. Known trends or uncertainties that have had or are expected to have a material adverse impact
on sales, revenue or income from continuing operations.
Other than as disclosed in the section titled “Risk Factors” beginning on page 41 to our
knowledge there are no known trends or uncertainties that have or had or are expected to have
a material adverse impact on revenues or income of our Company from continuing operations.

12. Future changes in relationship between costs and revenues

Other than as described in chapter titled “Risk Factors” beginning on page 41 and in this section,
to our knowledge there are no known factors that might affect the future relationship between
cost and revenue. Our Company’s future costs and revenues will be determined by demand/
supply situation, government policies, global market situation and prices of our material.

13. The extent to which material increases in net sales or revenue are due to better product quality
and increase in number of customers.
Increase in revenue is by and large linked to increases in volume of business activity by the
Company.

14. Status of any publicly announced new products / projects or business segments
Our Company has not announced any new projects or business segments, other than disclosed
in the Red Herring Prospectus. For details of our new projects or business segments please refer
to the chapter titled “Our Business” beginning on page 167.

15. Increase in income

Increases in our income are due to the factors described above in this chapter under “Significant
Factors Affecting Our Results of Operations” and chapter titled “Risk Factors” beginning on page
41.

16. The extent to which the business is seasonal

Our business is not subject to any significant seasonal fluctuations.

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17. Any significant dependence on a single or few suppliers or customers
We majorly procure our raw materials directly from manufacturer. The following is the breakup
of top five and top ten Customer and suppliers of our Company on standalone basis as on
September 30, 2023 are as below:
(Rs. in Lakhs)
Customers Suppliers
Particulars Percentage of Percentage of
Amount Amount
Total Sales Total Purchases
Top 5 1602.55 29.16% 3091.29 63.53%
Top 10 2058.28 37.45% 3946.28 81.51%

18. Competitive Conditions

We face competition from existing and potential organized and unorganized competitors which
is common for any business. We have, over a period of time, developed certain competitive
strengths which have been discussed in section titled “Our Business” beginning on page 167.

CHANGES IN ACCOUNTING POLICIES IN LAST THREE YEARS

There is no change in accounting policy in the last 3 years except for provision of gratuity on actuarial
basis. For further details, please refer to chapter titled “Financial Statement as Restated” beginning
on page 238.

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 FINANCIAL INDEBTEDNESS

Our Company avails credit facilities in the ordinary course of our business. Pursuant to our Articles of
Association, subject to applicable law, the Board may from time to time at its discretion raise to
borrow, either from directors or elsewhere and secure the payment of any sum or sums of money for
the purpose of the Company; by the resolution of the Board, or where a power to delegate the same
is available by decision / resolution of such delegate, provided that the Board shall not without
requisite sanction of the Company in General Meeting, borrow any sum of money which together with
money borrowed by the Company (apart from the temporary loans obtained from the Company’s
bankers in the ordinary course of business) exceed the aggregate from the time being of the paid-up
capital of the Company and its free reserves.

Further, pursuant to special resolution passed in the Extra Ordinary General Meeting of our Company
held on September 7th, 2023 the Board of directors has been authorized to borrow money in excess
of the aggregate of the paid-up share capital and free reserves of the Company, provided that the
total amount borrowed and outstanding at any point of time (apart from the temporary loans
obtained from the Company’s bankers in the ordinary course of business) shall not exceed the sums
of Rs. 20,000 lakhs.

As on January 31, 2024, our company has total outstanding of secured borrowings from banks
aggregating to Rs. 7,474.13 Lakhs. The details of the indebtedness of our Company as on January 31,
2024, are provided below:

(Rs. in lakhs)
O/s Amount
Sr. Category of Sanctioned Date of Tenor (in Rate of
Nature of Loan as on 31
No borrowing amount Sanction months) Interest
January, 2023
(A). Secured Fund Based Borrowings
(i) Term Loans
1 HDFC Bank Ltd. Auto Loan 20.67 19.07.2021 36 Months 7.40% 3.77
36 Months EMI
2 HDFC Bank Ltd ECLGS Term Loan 152.00 24.09.2020 post one year 9.25% 42.84
moratorium
36 Months EMI
3 HDFC Bank Ltd ECLGS Term Loan 142.00 11.01.2022 post two-year 9.25% 142.00
moratorium
36 Months EMI
4 Bank of Baroda Ltd ECLGS Term Loan 365.00 06.07.2022 post one-year 9.25% 49.28
moratorium
36 Months EMI
5 Bank of Baroda Ltd ECLGS Term Loan 186.00 06.07.2022 post two-year 9.25% 179.77
moratorium
Term Loan- Loan
6 ICICI Bank Ltd 670.00 28.11.2023 180 Months 9.15% 664.70
against property
Total 1,535.77 1082.36
(ii) Channel Finance
7 Bank of Baroda@ Channel Finance 3,700.00 24.08.2023 On Demand 9.15% 3645.40
8 Yes Bank Ltd. Channel Finance 1,000.00 06.10.2023 On Demand 9.15% 441.27
Total 4,700.00 4086.67
(iii) Cash Credit
9 HDFC Bank Ltd Cash Credit 1010.00 04.01.2023 On Demand 9.36% 881.96
Total 1,010.00 881.96
Total Secured Fund Based Borrowings
7,245.77 6050.99
(i+ ii+ iii)
Non-Fund Based Borrowings
Letter Of Credit & Various Commission
13 HDFC Bank Ltd 565.00 04.01.2023 523.14
Bank Guarantee validities of 1.00% p.a.

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 O/s Amount
Sr. Category of Sanctioned Date of Tenor (in Rate of
Nature of Loan as on 31
No borrowing amount Sanction months) Interest
January, 2023
Commission
14 Bank Of Baroda Bank Guarantee 900.00 24.08.2023 12 Months 900.00
at 0.30% p.a.
Commission
15 HDFC Bank Ltd PSR 25.00 04.01.2023 6 Months -
of 1.00% p.a.
16 HDFC Bank Ltd DRUL 25.00 04.01.2023 3 Months 8.73% -
17 HDFC Bank Ltd Corporate Card 5.00 04.01.2023 12 Months - -
Commission
18 ICICI Bank Ltd Letter of Credit 2000.00 22.12.2023 12 Months -
of 1.00% p.a.
Total Non-Fund Based Borrowings 3,520.00 1423.14
Total Borrowings 10,495.77 7474.13
As certified by M/s Keyur Shah & Co, Chartered Accountants, our Statutory Auditor, pursuant to their certificate dated
February 05, 2024.
@Channel Finance Limit sanctioned from Bank of Baroda is Rs. 4600 Lakhs. In the sanctioned limit there is sub limit of Rs.1200 Lakhs for BG.
Our company has availed both CC Limit and BG Limit, so outstanding of channel finance is reported in fund-based borrowings and BG Limit
is reported in non-fund-based borrowings.
*Loan amount 2500.00 Lakhs of ICICIBank Limited has been sanctioned on 30.01.2024 but no Disbursement till the period ended 31.01.2024.

(B). UNSECURED BORROWINGS

As on January 31, 2024, our company had an aggregate outstanding unsecured loan of Rs. 525.00 Lakhs. A
summary of the same is set forth below:
(Rs. in Lakhs)
S. Outstanding amount as on
Category of borrowing Sanctioned amount Rate of Interest
No. 31.01.2024
A From Corporates
1 - Bachhuka Trading Pvt Ltd 25.00 12.00% 25.00
2 - Bhansali Fincom Pvt Ltd 200.00 10.00% 200.00
3 - Mahavir Deal comm Ltd 50.00 12.00% 50.00
4 - Pleasant Niryat Pvt Ltd 50.00 12.50% 50.00
5 - Puneet Emporium Pvt Ltd 50.00 12.50% 50.00
6 - Starsun Tie up Pvt Ltd 25.00 10.00% 25.00
7 - Tirupati Vancom Pvt Ltd 50.00 12.50% 50.00
8 - Ultramarine Tracon Pvt Ltd 50.00 12.00% 50.00
9 - Gajraj Commotrade Pvt Ltd. 25.00 12.00% 25.00
Total 525.00 525.00

Principal terms of the borrowings availed by us:

The details provided below are indicative and there may be additional terms, conditions and
requirements under the various financing documentation executed by us in relation to our
indebtedness.

1. Interest: In terms of facilities availed by us, the interest rate is typically the base rate of a specified
lender and spread per annum. The spreads are different for different facilities. In terms of the
borrowings availed by us, the interest rate is typically dependent on the guidelines of RBI and
lenders and ranges from 7.40% per annum to 9.60% per annum either on a floating rate or linked
to base rate, as specified by respective lenders.

2. Validity/Tenor: The working capital and Channel Finance facilities are typically repayable on
demand of the lender as well as based on a mutually agreed repayment schedule. The validity of
our credit facilities and term loans typically ranges between 12 months to 60 months.

3. Penal Interest: The terms of certain financing facilities availed by us prescribe penalties for non-
compliance of certain obligations by us. These include, inter alia, breach of non-payment of

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 instalments, breaching any provisions as set forth in the loan documentation entered into with
the lenders. Further, the penal interest payable on the facilities availed by us typically ranges
between 2% to 18% per annum over the documented rate.

4. Pre-payment penalty: The terms of facilities availed by us typically have prepayment / foreclosure
provisions which allow for foreclosure of the outstanding loan amount on giving notice to the
concerned lender, subject to such prepayment premium as laid down in the facility agreements.

5. Security: The loan together with interest, costs, expenses, penal interest, and all other monies
dues and payable by the borrower shall be secured by:

I. Exclusive charge by way of Hypothecation on Current Assets and Moveable Fixed Assets
(both present and future) of the company.

II. Hypothecation of Receivables arising out of invoices from Channel Finance services.

III. Personal Guarantees of following persons/entities:

a. Mr. Rajeev Goenka

b. Mrs Poonam Goenka
c. Mr. Arun Gourisaria
d. Mr Vanshay Goenka
e. Mr. Ankit Goenka
f. Mr. Niraj Goel
g. Purv Films Pvt Ltd
h. M/s Rashvansh Realtors LLP
i. Purv Logistics Private Limited
j. A.R. Vinimay Private Limited
k. Cool Caps Industry Limited

IV. Equitable mortgage of Commercial Space admeasuring 3180 [Link]. super built up area
situated on the 1st Floor of the building Riddhi Siddhi Jyoti along with one covered Car
Parking Space admeasuring 110 [Link]. allotted at the ground floor of the said building
together with undivided proportionate share or interest in the land measuring about 6
Cottahs 3 Chittacks & together with undivided proportionate share in all common parts
and portions of facilities and amenities for commercial section situated at the premises
no. 1. Bakul Bagan Row, Kolkata - 700025 in the name of M/s Rashvansh Realtors LLP.

V. Equitable mortgage of Flat No. 1B on the first floor of the building “Annapoorna" being
Premises No. 23. Sarat Bose Road, P.S. Bhowanipore, Kolkata - 700 020 admeasuring 846
sq. ft. (super built Lip) together with the undivided proportionate share in the land
comprised in the said premises attributable thereto within the limits of Kolkata Municipal
Corporation, Ward No. 70 in the name of Purv Flexipack Private Limited.

VI. Equitable mortgage of Flat No. 1C on the first floor of the building "Annapoorna" being
Premises No 23. Sarat Bose Road, P.S. Bhowanipore, Kolkata - 700 020 admeasuring 1127
sq. ft. (super built - up) together with the undivided proportionate share in the land
comprised in the said premises attributable thereto within the limits of Kolkata Municipal
Corporation, Ward No. 70 in the name of Purv Flexipack Private Limited.

VII. Dag No. 191/964, 150/967, and 147, Khatian No. 990, 16 and 73, Mouza Siriti, 55/3
Chanditala Main Road, PS- Behala, Kolkata-700053, KMC Ward No. 116 AND Mouza-Sirity,
Khaitan no. 96 and 329, Dag no. 119 and 296, JL no. 11 RS no. 146 Touji no. 35, CMC

Page 363 of 472

 premises no. 44 chanditala main road, postal premises no. 35/2/2 Chanditala main road,
PS- Behala, Kolkata- 700053, West Bengal, which are the properties of Poonam Goenka.

VIII. Dag No.1680, [Link] No.62, Village-Hatigaon, Mouza-Beltola, Class-2nd Basti, District-
Kamrup(Metro), Guwahati, Assam; Dag No.1/1174 (R.S) 16 (L.R), Khatian No.1597,
Mouza-Ankurhati, [Link].30, PS-Domjur, Mahiary II Gram Panchayat, Dist.-Howrah, West
Bengal AND R.S and L.R. Dag No.512, Khatian No.432, Mouza-Purbannya Para, J.L. No.31,
PS-Domjur, Makardaha 1 No. Gram Panchayat, Dist.-Howrah, West Bengal which are the
properties of Purv Flexipack Private Limited.

IX. Plot No.E2A, Sector-1, Industrial Area Kotdwar, Dist.-Pauri, Uttarakhand, property of Cool
Caps Industries Limited.

X. RS Dag No.659, LR Dag No.621 and 622, Khatian Nos.1043, 1381, 621 and 844, Mouza
Jalabiswanathpur, PS-Panchala, JL No.05, Dist.-Howrah, West Bengal AND [Link] No.913
and 524, LR Dag No.623 and 634, Khatian Nos.1467, 1470, 1472, 1474, 1479, 1481, 1483,
1485, 1490, 1492, 1494, 1497, 1501, 1503, 1505, 1519, 1511, 1513, 1515 and 1517,
Mouza- Jalabiswanathpur, PS-Panchala, JL No.05, Dist.-Howrah, West Bengal, properties
of Purv Films Pvt. Limited.

XI. Cheques of operative account of the Company

6. Restrictive Covenants: Borrower/Obligator shall not, without the prior written approval of the
Bank:

a. The Operating unit should monitor the borrower account, and ensure that the account is
serviced regularly

b. Unit and collateral securities is to be inspected on regular basis as per Bank Guidelines.

c. The Security documents and other Loan documents to be executed with no omission or
commission and to be vetted by bank's empaneled advocate/Region/Zones Legal
Department before disbursal of loan. As any act of omission or commission, either before
or subsequent to invocation of guarantee, may adversely affect the interest of the Trustee
Company as the guarantor.

d. No release / waiver/substitution of any security / Personal/Corporate Guarantee held for

the credit facilitates will be permitted during the tenor of loan sanctioned under this
scheme without intimating and taking consent of Guarantee Trustee Company. In, the Bank
should intimate the Trustee Company while entering into any compromise or arrangement,
which may have the effect of discharge or waiver of personal guarantee(s) or security.

e. The borrower shall not create any charge on the security held in the account covered by
the guarantee for the benefit of any account not covered by the guarantee, with itself or
in favour of any other creditor(s) without intimating the NCGTCT Company has the right to
list the defaulted borrower’s names and particulars on the website of the trustee company.

f. Existing Adhoc / Excess if any shall be repaid on due date.

g. Our sanction to be conveyed to all other MBA and consortium Banks.

h. In case of export finance ECGC to be notified for enhanced additional limits.

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 i. IRAC norms shall apply to the facility.

j. CGPAN is to be transferred from SBI to BOB.

k. Valuation Reports in respect of the Factory Land & Building, other immovable charged to
the Bank shou be obtained from the Bank's approved Architect Engineer / Valuer at regular
intervals of -3- years an process for the same to be initiated immediately after completion
of two and half years ie., after 3 months from the date of last valuation as per Bank's norms,
the fees for which are to be borne by th Firm/Company.

l. Title search report of the mortgaged properties to be obtained after every 3 years and
charges to be borne by the borrower.

7. Events of default:

Borrowing arrangements entered by us contain standard events of default, including but not
limited to any other events as may be recorded in the transaction documents, the lender shall
have an unconditional right to terminate the facility, to enforce any security, or exercise any other
right under applicable law and under the transaction documents upon the occurrence of the
following:

In event of an Overdue Un-serviced Interest or EMI Amount, Bank reserves the right to recover
the monthly overdue interest/EMI amount from your Cash Credit/OD/current account under the
same customer ID. This transaction will take place subject to the availability of funds in the
account.

a. All future borrowings by the Borrower shall be with prior written permission of Bank

b. Guarantors not to issue any Personal Guarantee for any other loans without prior written
permission of HDFC Bank except for Car Loans, Personal loans, Home loans, Education loans
to be obtained for self and family members

I. These Credit Facilities are not available for investment made in shares, debentures,
advances, and inter-corporate loans/deposits to other companies (including subsidiary
companies). The facilities are being extended at the sole discretion of HDFC Bank and the
terms and conditions as well as pricing would be subject to periodic review, amendment or
cancellation.

II. Borrower is liable to pay stamp duties, charge creation, or any other charges that the bank
may have to bear on account of sanction or disbursement of the aforementioned Credit
Facilities.

III. Credit facilities are payable on demand and are subject to annual renewal.

IV. The Bank will have the right to review its facilities in case of any change in the ownership of
the Borrower enterprise. The Borrower to immediately inform HDFC Bank with regard to
changes in the shareholding pattern, if any.

V. The Borrower further agrees that in addition to any right enjoyed by the Bank in the event
of the Borrower committing any act of default, the Bank shall be entitled to disclose to the
Reserve Bank of India or to any other third person, on it being called upon to do so, the
name / identity of the Borrower and the fact of it having committed any act of default as
aforesaid.

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 VI. The Borrower undertakes that no consideration whether by way of commission, brokerage
fees or any other form. would be paid by the Borrower to the Guarantor in whatever form,
directly or indirectly for the issuance of the guarantee as security for the Facility.

VII. The Borrower shall not transfer, sell, lease, grant on license or create any third-party interest
of any nature whatsoever on the Security without the prior written consent of the Bank.

VIII. In case of default, bank has right to list the defaulted borrower’s names and particulars on
the web site on the Trustee's website.

8. Consequences of Events of Default:

In terms of our borrowing arrangement for the facilities availed by us, if any Event of Default or
any event which, after the notice or lapse of time or both, would constitute an Event of Default,
shall have happened, the Borrower unconditionally agrees. undertakes and acknowledges that
the Bank has an unconditional right to invoke any security or credit of the Borrower as may be
held with the Anchor company (either fixed deposit/bank guarantee/or any other dues), towards
settlement of dues with the bank.

a. Consider appropriate action for revitalizing the distressed assets, in terms of guidelines issued
by RBI, including restructuring of loan;

b. Terminate or suspend further access by our Company to use or withdrawal of the loan;

c. Require our Company to make immediate repayment of the outstanding balances;

d. Enforce securities created pursuant to the security documents;

e. Publish information including photographs of the company and its directors and guarantors in
case of willful default.

f. Demand the borrower to furnish cash collateral in respect of all or part of the loan.

g. Exercise such other rights as may be available to the bank.

The details of events of default and restrictive covenants provided above are indicative and there may
be additional terms that may amount to an event of default and/or constitute a restrictive covenant
under the various borrowing arrangements entered by us.

For details of financial and other covenants required to be complied with in relation to our borrowings,
see “Risk Factors – 47 - 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 64.

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 SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated below there are no outstanding (i) criminal proceedings involving our Company,
Subsidiaries, Directors, or Promoters (“Relevant Parties”); (ii) actions by statutory or regulatory
authorities involving the Relevant Parties; (iii) outstanding claims relating to direct and indirect taxes
involving the Relevant Parties; and (iv) other pending litigation involving the Relevant Parties as
determined to be material by our Board pursuant to the Materiality Policy (as disclosed herein below);
or (v) litigation involving our Group Company which has a material impact on our Company. Further,
except as stated in this section, there are no disciplinary actions including penalties imposed by SEBI
or stock exchanges against our Promoter in the last five Financial Years including any outstanding
action.

For the purposes of (iv) above in terms of Materiality Policy adopted by a resolution of our Board dated
August 09, 2023 pending litigation would be considered ‘material’ if the monetary amount of claim by
or against the entity or person in any such pending proceeding is in excess of Rs. 5,00,000 and where
the amount is not quantifiable, such pending cases are material from the perspective of the Company’s
business, operations, prospects or reputation.

For the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties
(excluding those notices issued by statutory or regulatory or taxation authorities or notices threatening
criminal action) have not and shall not, unless otherwise decided by our Board, be considered material
until such time that any of the Relevant Parties or the Group Company, as the case may be, is
impleaded as a defendant in litigation before any judicial or arbitral forum.

Further, in accordance with the Materiality Policy, our Company has considered such creditors
‘material’ to whom the amount due is equal to or in excess of Rs. 5,00,000.

Unless stated to the contrary, the information provided below is as of the date of this Red Herring
Prospectus. All terms defined in a particular litigation disclosure below are for that particular litigation
only.

LITIGATION INVOLVING OUR COMPANY

Litigation against our Company

A. Outstanding criminal proceedings

(i) M/S Age India Vs. Purv Flexipack Private Limited (Criminal Appeal 36 of 2020 & Criminal Appeal
37 of 2020)
Our Company had filed a complaint petition on 22.05.2015 under Section 138 of the Negotiable
Instrument Act, 1881 and Section 190 of the Code of Criminal Procedure, 1973 in relation to
dishonor of cheque of Rs. 50,000/- issued by M/S Age India (“Appellant”) on account of
insufficient funds. The Hon'ble Judicial Magistrate First Class, Kamrup (M) at Guwahati in C.R.
Case No. 1263c/ 2015 ordered the Appellant to pay a compensation of Rs. 1,00,000/- to our
Company in its order dated 01.02.2020 with a further direction to undergo simple imprisonment
for 2 months in default of payment of compensation. The Appellant has filed an appeal under
Section 374(3)(a) of Code of Criminal Procedure, 1973 against the said conviction, which is
currently pending for adjudication at Kamrup District Court, Guwahati.

B. Actions initiated by regulatory or statutory authorities

NIL

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C. Outstanding material civil litigation
NIL

Litigation by our company

A. Outstanding criminal proceedings

(i) State through Purv Flexipack Private Limited vs. Sandip Bajaj and Ruchita Bajaj (Case No. 265 of
2019)
Our Company has lodged a FIR dated 01.12.2019 against Sandip Bajaj and Ruchita Bajaj pursuant
to which a criminal case under Sections 420, 467, 468, 471 and 120B of Indian Penal Code, 1860
against Sandip Bajaj and Ruchita Bajaj (“Accused”) has been filed before the Learned Chief Judicial
Magistrate at Alipore for cheating and criminal breach of trust as the Accused. The aggregate
amount involved in the matter to the extent identifiable and determinable on the basis of details
available, is approx. Rs. 1,15,67,232/- payable by the Accused to the Company. The matter is
currently pending for adjudication.

B. Outstanding material civil litigation

(ii) Purv Flexipack Private Limited vs. Sanghi Steel Udyog Private Limited & Others (Case No. 177 of
2020)
Our Company has filed a money suit on 16.03.2020 under Section 151 of Code of Civil Procedure,
1908 against Sanghi Steel Udyog Private Limited, Mr. Rajesh Kumar Kedia, Mrs. Sweta Kedia, Mr.
Bijay Kumar Poddar and Mr. Sunil Kumar Singh before the Learned 4th Civil Judge (Senior Division)
at Alipore for recovery of money and damages. The aggregate amount involved in this matter, to
the extent identifiable and determinable on the basis of details available, is approx. Rs. 7,76,859/-
along with interest at 18% per annum till realization. Our Company has also filed an application
dated 03.03.2020 u/s 144 (2) of Code of Criminal Procedure in the above matter. The matter is
currently pending for adjudication.

(iii) Purv Flexipack Private Limited vs. The Web Printing and Consultancy (Case No. 80 of 2023)
Our Company has filed a money suit on 12.04.2023 under Sections 2 and 7 of the Civil Procedure
Code, 1908 against Web Printing and Consultancy before 7th Civil Judge (Senior Division) cum
Assistant Sessions Judge No. 1, at Kamrup Metro for recovery of money and damages. Our
Company had previously approached the District Legal Services Authority, Kamrup Metropolitan
at Guwahati for a pre-mediation institution vide no. 29/2021 on 28.07.2022, however, it became
a non-starter due to non-appearance of the Web Printing and Consultancy. The aggregate amount
involved in this matter, to the extent identifiable and determinable on the basis of details
available, is approx. Rs. 13,95,861/- as of 12.05.2021 with interest at 18% per annum till
realization. The matter is currently pending for adjudication.

LITIGATION INVOLVING OUR PROMOTERS

Litigation against our Promoters

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities.

NIL

C. Outstanding material civil litigation

NIL

Page 368 of 472

Litigation by our Promoters

A. Outstanding criminal proceedings

NIL

B. Outstanding material civil litigation

NIL

LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS)

Litigation against our Directors

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities.

NIL

C. Outstanding material civil litigation

NIL

Litigation by our Directors

A. Outstanding criminal proceedings

NIL

B. Outstanding material civil litigation

NIL

LITIGATION INVOLVING OUR SUBSIDIARIES

Litigation against our Subsidiaries

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities.

NIL

C. Outstanding material civil litigation

NIL

Litigation by our Subsidiaries

A. Outstanding criminal proceedings

(i) Cool Caps Industries Private Limited vs. K & K Corporation (Complaint Case No. 2108 of
2019 and WB/08/S/WSB/02873)
Our Subsidiary Company, Cool Caps Industries Limited has filed a criminal complaint
under Sections 420, 406 and 120B of the Indian Penal Code, 1860 on 20.03.2019 against
K & K Corporation (“Accused”) before the learned Chief Judicial Magistrate at Alipore in
for cheating, criminal breach of trust and criminal conspiracy in relation to the Rs.
13,20,000 /- payable by the Accused to our Subsidiary Company and the said matter has
been disposed on 08.06.2023. Our Subsidiary Company has also filed this case through
Samadhan Portal provided by the Government of India in Micro and Small Enterprises
Facilitation Council (MSEFC) portal on 23.11.2021 to recover the dues and this matter is
currently pending for adjudication.

Page 369 of 472

(ii) Cool Caps Industries Private Limited vs. M/s Rawat Industries Pvt. Ltd. (Complaint Case
No. 101006 of 2023)
Our Subsidiary Company, Cool Caps Industries Limited has filed a criminal complaint
under Sections 200 of CrPC and Sections 405, 406, 417, 420 and 120B of the Indian Penal
Code, 1860 on 18.09.2023 against M/s Rawat Industries Pvt. Ltd. and its directors
(“Accused”) before the learned Chief Metropolitan Magistrate at Calcutta for cheating,
criminal breach of trust and criminal conspiracy in relation to Rs. 7,03,175 /- payable by
the Accused to our Subsidiary Company excluding interest component and litigation
costs. The matter is currently pending for adjudication.

(iii) Cool Caps Industries Private Limited vs. M/s Demos Infotech Pvt. Ltd. (Complaint Case
No. 104546 of 2023)
Our Subsidiary Company, Cool Caps Industries Limited has filed a criminal complaint
under Sections 200 of CrPC and Sections 405, 406, 417, 420 and 120B of the Indian Penal
Code, 1860 on 25.09.2023 against M/s Demos Infotech Pvt. Ltd. and its directors
(“Accused”) before the learned Chief Metropolitan Magistrate at Calcutta for cheating,
criminal breach of trust and criminal conspiracy in relation to the Rs. 2,86,100/- payable
by the Accused to our Subsidiary Company excluding interest component and litigation
costs. The matter is currently pending for adjudication.
(iv) Cool Caps Industries Private Limited vs. M/s Rasmi Drinks Pvt. Ltd. (Complaint Case No.
117589 of 2023)
Our Subsidiary Company, Cool Caps Industries Limited has filed a criminal complaint
under Sections 200 of CrPC and Sections 405, 406, 417, 420 and 120B of the Indian Penal
Code, 1860 on 17.10.2023 against M/s Rasmi Drinks Pvt. Ltd. and its directors (“Accused”)
before the learned Chief Metropolitan Magistrate at Calcutta for cheating, criminal
breach of trust and criminal conspiracy in relation to the Rs. 2,73,287 /- payable by the
Accused to our Subsidiary Company excluding interest component and litigation costs.
The matter is currently pending for adjudication.
B. Outstanding material civil litigation
NIL
LITIGATION INVOLVING OUR GROUP COMPANIES WHICH HAVE A MATERIAL IMPACT ON OUR
COMPANY

Litigation against our Group Companies

A. Outstanding criminal proceedings

NIL

B. Actions initiated by regulatory or statutory authorities.

NIL

C. Outstanding material civil litigation

(i) Bengal Investments Limited vs. Airborne Technologies Private Limited (M. Ex-06/2019) along
with M/S Purv Films Private Limited vs. M/S Airborne Technologies Private Limited and Bengal
Investment Limited (Title Suit No. 1083 of 2022 and Misc. Case No. 56 of 2022)
Bengal Investment Limited was awarded an arbitral award dated July 25, 2018, entitling them to
receive the disputed rent of Rs. 11,18,576, along with costs associated with the award amounting
to Rs. 3,00,000, totaling Rs. 14,18,576 from our Group Company, Airborne Technologies Private
Limited. Bengal Investment Limited filed the petition no. M. Ex-06/2019 with the Learned Civil
Judge Senior Division, Howrah on January 25, 2019, under Order 21, Rule 10 of the Code of Civil
Procedure, 1908, to invoke execution proceedings against our Group Company, Airborne
Technologies Private Limited for the said arbitral award. On January 21, 2022, Bengal Investment

Page 370 of 472

 Limited filed an interlocutory application within the main application seeking attachment of
movable and immovable property owned by our Group Company, Airborne Technologies Private
Limited. An order for execution of the attachment was obtained on May 6, 2022. However, the
immovable properties subject to the execution proceedings in M. Ex. 06/2019 were already
transferred to our other Group Company, Purv Films Private Limited on October 20th, 2020, and
registered on February 25, 2021.

Therefore, Purv Films Private Limited approached the Learned Civil Judge Junior Division, Howrah
via application number 1083/2022 dated August 4, 2022, to safeguard its rights, title, or interest
in the properties in question. They filed a title suit for permanent injunction and sought an ad
interim injunction from the Learned Civil Judge Junior Division, Howrah. This matter is still pending
in court and is scheduled to be heard on April 08, 2024. Purv Films Private Limited has also filed a
Miscellaneous Application having case number 56 of 2022 in the ongoing execution proceedings
in M. Ex. 06/2019 which aims to raise complaints and questions the right, title, or interest of the
properties subject to attachment in the execution proceedings. This matter is still pending in court
and is scheduled to be heard on February 20, 2024.

Litigation by our Group Companies

A. Outstanding criminal proceedings
(i) Purv Knowledge Solutions Private Limited vs. Rakeshmuniraju, Director, Bangalore
International Kids High School (Case No. 5240/2018)
Our Group Company, Purv Knowledge Solutions Private Limited, has filed a criminal complaint
on 13.12.2018 under Sections 420 and 406 of Indian Penal Code, 1860 against Rakeshmuniraju,
Director, Bangalore International Kids High School before the Learned 8th Additional Chief
Judicial Magistrate at Alipore in relation to cheating and criminal breach of trust in relation to
the Rs. 4,73,080/- payable by the accused to Purv Knowledge Solutions Private Limited. The
matter is currently pending for adjudication.

B. Outstanding material civil litigation

(i) M/S Purv Films Private Limited vs. M/S Airborne Technologies Private Limited and Bengal
Investment Limited (Title Suit No. 1083 of 2022 and Misc. Case No. 56 of 2022)
NIL, except as mentioned above under “Litigation against Our Group Companies- C.
Outstanding material civil litigation”.
TAX PROCEEDINGS
COMPANY
Type of Proceedings Number of Cases Amount* (Rs. in Lakh)
Direct Tax 1 0.16
Indirect Tax 2 300.11**
Total 3 300.27
*To the extent quantifiable and ascertainable
**As per notice dated 13.02.2023 the demand amounting to Rs. 1,96,71,865/- is in relation with ITC available as per GSTR-
2A and ITC claimed in GSTR-3B for the period April 2022 to September 2022. The company has submitted the reconciliation
of the mismatch on 23.02.2023 and is of the view that the demand is not maintainable after reconciliation, but the case is
reported as department has not passed any order yet in favour of the company.

PROMOTERS
Type of Proceedings Number of Cases Amount* (Rs. in Lakh)
Direct Tax 2 0.11
Indirect Tax Nil Nil
Total 2 0.11
*To the extent quantifiable and ascertainable

Page 371 of 472

DIRECTORS (OTHER THAN PROMOTERS)

Type of Proceedings Number of Cases Amount* (Rs. in Lakh)

Direct Tax 3 0.32
Indirect Tax Nil Nil
Total 3 0.32
*To the extent quantifiable and ascertainable

SUBSIDIARIES
Type of Proceedings Number of Cases Amount* (Rs. in Lakh)
Direct Tax 2 0.002**
Indirect Tax 5 11.86***
Total 7 11.862
*To the extent quantifiable and ascertainable
**In the case of Cool Caps Industries Private Limited, in the AY 2022-23, there are mismatches in the disallowed
expenses as per Form 3CD and ITR filed. The Assessing Officer has made additions in the income amounting to Rs.
2,97,450/-, however, amount of demand is not yet quantified.
***In the case of Purv Ecoplast Private Limited, in respect of period November 2020 to September 2022, GST
department has initiated verification with respect to ITC available as per GSTR-2A and ITC claimed in GSTR-3B.
However, amount of demand is not yet quantified. In case of Cool Caps Industries Limited, in respect of period July 2017
to March 2022, GST department has initiated an audit under Section 65 of the CGST Act, 2017. Total liability proposed
under audit memo dated 06.12.2023 is Rs. 17,49,627/-, however the said demand has not yet been finalised vide
issuance of Form GST ADT-02 as per GST Law.

GROUP COMPANIES

Type of Proceedings Number of Cases Amount* (Rs. in Lakh)

Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
*To the extent quantifiable and ascertainable

OUTSTANDING DUES TO CREDITORS

In accordance with our Company’s materiality policy, creditors to whom an amount exceeding Rs.
5,00,000/- were considered ‘material’ creditors. Based on this criterion, details of outstanding dues
(trade payables) owed to micro, small and medium enterprises (as defined under Section 2 of the
Micro, Small and Medium Enterprises Development Act, 2006), material creditors, as of September
30, 2023 by our Company, are set out below:
Balance as on
S. Number of
Particulars September 30, 2023
No. Creditors
(Rs. in Lakhs)
1. Total Outstanding dues to Micro, Small & Medium Enterprises 22 542.54
Total Outstanding dues to creditors other than Micro, Small &
2. 129 1639.71
Medium Enterprises
Total 151 2182.25

MATERIAL DEVELOPMENTS

Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of
Operation” beginning on page 335, there have not arisen, since the date of the last financial
statements disclosed in this Red Herring Prospectus, any circumstances which materially and
adversely affect or are likely to affect our profitability taken as a whole or the value of our assets or
our ability to pay our liabilities within the next 12 (Twelve) months.

Page 372 of 472

 GOVERNMENT AND STATUTORY APPROVALS

Our Company can undertake this Issue and our Company and Material Subsidiaries can undertake
their respective current business activities on the basis of the list of material approvals provided
below. Other than as stated below, no further material approvals from any governmental or
regulatory authority or any other entity are required to undertake the Issue or continue such business
activities. In the event that any of the approvals and licenses that are required for our business
operations expire in the ordinary course of business, we make applications for their renewal from time
to time. For details in connection with the regulatory and legal framework within which our Company
and our Material Subsidiaries operate, see the section “Key Regulations and Policies” on page 191.

Various licenses/ approvals/ permissions are in the name of Purv Flexipack Private Limited. The
Company is taking necessary steps to get the same in the name of Purv Flexipack Limited in due course.
See “Risk Factor No. 13 - We are required to maintain certain licenses, approvals, registrations,
consents and permits in the ordinary course of business. Failure to obtain the requisite approvals
result in non-compliance and therefore, affect our business operations, financial condition, result of
operations and prospects” on page 50.

The following are the details of licenses, registrations, consents, permissions, and approvals obtained
by the Company under various Central and State Laws from the Government and various other
Government agencies required for carrying out its present business:

I. APPROVALS FOR THE ISSUE

For details regarding the approvals and authorizations obtained by our Company in relation to the
Issue, see “Other Regulatory and Statutory Disclosures - Authority for the Issue” on page 378.

II. APPROVALS OBTAINED BY OUR COMPANY IN RELATION TO OUR BUSINESS AND OPERATIONS

A. Incorporation Related Approvals

S. Nature of Registration/ Registration/ Applicable Issuing Date of Date of

No. License License No. Laws Authority Issue Expiry
Certificate of Incorporation as Registrar of
‘Purv Flexipack Private U25202WB2005 Companies Act, Companies, August 3,
1. May 11, 2005
Limited’ PTC103086 1956 West Bengal 2023

2. Certificate of Incorporation as Registrar of

‘Purv Flexipack Limited’ U25202WB2005 Companies Act, Companies, August 3, Valid till
PLC103086 2013 Kolkata, West 2023 cancelled
Bengal

B. Taxation Related Approvals

S. Registration/ Issuing Date of

Nature of Registration/ License Applicable Laws
No License No. Authority Expiry
Permanent Account Number Income Tax Valid till
1. AADCP6122G Income Tax Act, 1961
(PAN) Department cancelled
Tax Deduction Account
Number (TAN) (For 23, Sarat Income Tax Valid till
2. CALP06093D Income Tax Act, 1961
Bose Road, Kolkata- 700020, Department cancelled
West Bengal “Unit I”)
Tax Deduction Account Income Tax Valid till
3. SHLP02848G Income Tax Act, 1961
Number (TAN) (For House No- Department cancelled

Page 373 of 472

 S. Registration/ Issuing Date of
Nature of Registration/ License Applicable Laws
No License No. Authority Expiry
1A Purv House Dutta
Chaudhury Path Kamrup
Metropolitan Guwahati—
781038, Assam (“Unit II”)
Central Goods and Services
Certificate of Registration of
Tax Act, 2017; and West Government of Valid till
4. goods and services tax (West 19AADCP6122G1ZI
Bengal Goods and Services India cancelled
Bengal)
Tax Act, 2017
Central Goods and Services
Certificate of Registration of Tax Act, 2017; and Assam Government of Valid till
5. 18AADCP6122G1ZK
goods and services tax (Assam) Goods and Services Tax India cancelled
Act, 2017
West Bengal State Tax on West Bengal
Certificate of Enrolment under
Professions, Trades, Central Unit-VI,
the West Bengal State Tax on Valid till
6. 192014328036 Callings and Employments Behala,
Professions, Trades, Callings cancelled.
Act, 1979 Government of
and Employments Act, 1979
West Bengal

C. Labour Law Related & Other Approvals

Nature of Registration/
S. Registration/ License/ Date of
License Applicable Laws Issuing Authority
No Certificate No. Expiry
Labour Law-Related Approvals
Regional Office,
Registration under
Establishment Code: Employees’ State Employees’ State Valid till
1. Employees’ State Insurance
41000400050000504 Insurance Act, 1948 Insurance cancelled
Corporation
Corporation
Employee Provident Employees
Registration under Establishment Code: Valid till
2. Fund & Miscellaneous Provident Fund
Employee Provident Fund WBPRB2973806000 cancelled
Provisions Act, 1952 Organization
West Bengal Shops
Registration as a Commercial and Commercial Government of Valid till
3. KL04142N2022000057
Establishment for Unit I Establishments Act, West Bengal cancelled
1963
Assam Shops and
Registration as a Commercial SHE/2023/V316960003 Government of Valid till
4. Establishment Act,
Establishment for Unit II 66984B1 Assam cancelled
1971
Registration as a Commercial
Establishment with respect West Bengal Shops
to office at Saraswati and Commercial Government of Valid till
5. HW03262N2023000001
Complex, Nimerhati, Establishments Act, West Bengal cancelled
Mahiyari-II, Domjur, 1963
Howrah- 711409 (“Unit III”)
Other Approvals
Ministry of
Commerce and
Foreign Trade
Certificate of Importer- Industry, Office of Valid till
1. 0206002840 (Development and
Exporter Code (IEC) Zonal Director cancelled
Regulation) Act, 1992
General of Foreign
Trade
IND/WB/FSL/20182019/ West Bengal Fire Government of February 20,
2. Fire License
36018 Services Act, 1950 West Bengal 2025
Udyam Registration UDYAM-WB-10- Micro, Small and Ministry of Micro, Valid till
3.
Certificate 0007183 Medium Enterprises Small and Medium cancelled

Page 374 of 472

 Nature of Registration/
S. Registration/ License/ Date of
License Applicable Laws Issuing Authority
No Certificate No. Expiry
Development Act,
Enterprises,
2006 Government of
India
Office of the
Controller Legal
WB/05/0094/2024/000 Legal Metrology Act, February 02,
4. Certificate of verification Metrology,
238 2009 2025
Government of
West Bengal
Plastic Waste West Bengal
EPR Registration Certificate IM-05-WES-01- January 05,
5. Management Rules, Pollution Control
for Importer AADCP6122G-24 2025
2016 Board

D. Certifications

S. Registration/ License
Nature of Certification/ Issuing Authority Issuing Authority Date of Expiry
No. / Certificate No.
Certifications
Certificate of Enlistment, License to trade License Department, Kolkata March 31,
1. 0221 6402 7200
under Kolkata Municipal Act, 1980 Municipal Corporation 2024
Gram Panchayat Panchayats
Certificate of Registration under West
2. 1315 & Rural Development July 4, 2025
Bengal Panchayat Act, 1973
Department

E. Intellectual Property Related Approvals

Registration/
S. No Nature of Registration/License License No./ Date of Status Applicable Laws Issuing Authority
Agreement
Registration of Copyright titled “Purv
Group” under Class Artistic Work
Copyright Act, Registrar of
1. after getting the search report of A-143755/2022 Registered
1957 Copyrights
TM-C in certifcate number having
TMR-CC. No. 104547
Registration of Trademark

Trademarks Act, Registrar of

2. 4719422 Registered
1999 Trademarks

Under Class 6
Registration of Trademark

Trademarks Act, Registrar of

3. 4719423 Registered
1999 Trademarks

Under Class 16
Registration of Trademark

Trademarks Act, Registrar of

4. 4719424 Registered
1999 Trademarks

Page 375 of 472

 Registration/
S. No Nature of Registration/License License No./ Date of Status Applicable Laws Issuing Authority
Agreement

Under Class 17
Registration of Trademark

Trademarks Act, Registrar of

5. 4719425 Registered
1999 Trademarks

Under Class 18
Registration of Trademark

Trademarks Act, Registrar of

6. 4719426 Registered
1999 Trademarks

Under Class 20
Registration of Trademark

Trademarks Act, Registrar of

7. 4719427 Registered
1999 Trademarks

Under Class 21
Registration of Trademarsk

Trademarks Act, Registrar of

8. 4719428 Registered
1999 Trademarks

Under Class 24
Registration of Trademark

Trademarks Act, Registrar of

9. 4719429 Registered
1999 Trademarks

Under Class 25
Registration of Trademark

Trademarks Act, Registrar of

10. 4719430 Registered
1999 Trademarks

Under Class 28
Registration of Trademark

Trademarks Act, Registrar of

11. 4719431 Registered
1999 Trademarks

Under Class 36

Page 376 of 472

 Registration/
S. No Nature of Registration/License License No./ Date of Status Applicable Laws Issuing Authority
Agreement
Registration of Trademark

Trademarks Act, Registrar of

12. 4719432 Registered
1999 Trademarks

Under Class 40
Registration of Trademark

Trademarks Act, Registrar of

13. 4719433 Registered
1999 Trademarks

Under Class 41
Registration of Trademark

Trademarks Act, Registrar of

14. 4719434 Registered
1999 Trademarks

Under Class 43

III. APPROVALS OBTAINED BY OUR MATERIAL SUBSIDIARIES IN RELATION TO THEIR RESPECTIVE

BUSINESS

Our Material Subsidiaries require certain approvals, licenses and/ or registrations under various
laws, rules and regulations applicable in each of their respective jurisdictions. Except as stated
below, Our Material Subsidiaries have obtained material approvals, licenses and registrations
from appropriate regulatory and governing authorities required to operate their respective
businesses in relevant jurisdictions. Certain approvals, licenses and registrations may have
lapsed in their ordinary course and our Material Subsidiaries have either made applications to
the appropriate authorities in the relevant jurisdictions for renewal of such licenses and/ or
approvals or are in the process of making such applications.

IV. MATERIAL LICENSES / APPROVALS FOR WHICH OUR MATERIAL SUBSIDIARIES ARE YET TO
APPLY FOR

S. No. Nature of Registration/Approval

Registration under the Assam Shops and Establishments Act, 1971 as a Commercial Establishment
1. for the address - Patta no 46, Paschim Banbhag, Jabjabkuchi, Barajol, Dag no 161, Ghograpar,
Nalbari, Assam. (Cool Caps Industries Limited)

Page 377 of 472

 OTHER REGULATORY AND STATUTORY APPROVALS

AUTHORITY FOR THE ISSUE

Corporate Approvals

• Our Board of Directors have passed a resolution in relation to the Issue and other related matters
vide a resolution passed by Board of Directors in the Board meeting held on September 01, 2023.

• Our Shareholders have passed a resolution in relation to the Issue vide a special resolution passed
by Shareholders at EGM held on September 07, 2023.

• The Draft Red Herring Prospectus was approved by our Board vide its resolution in its meeting
dated September 30, 2023.

• The Red Herring Prospectus was approved by our Board vide its resolution in its meeting dated
February 14, 2024.

• The Prospectus was approved by our Board vide its resolution in its meeting dated [●].

IN-PRINCIPAL APPROVAL FROM THE STOCK EXCHANGE

Our Company has received in-principal approval from the Emerge Platform of NSE India Limited (“NSE
Emerge”) for the listing of our Equity Shares pursuant to the letter dated November 22, 2023, bearing
reference no. NSE/LIST/2965. For the purpose of this Issue, Emerge Platform of NSE India Limited is
the Designated Stock Exchange.

PROHIBITION BY THE SEBI OR OTHER GOVERNMENTAL AUTHORITIES

Our Company, our Promoters, our directors, the members of our Promoter Group, and the persons in
control of Promoters or our Company are not prohibited from accessing the capital markets or
debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or
any securities market regulator in any other jurisdiction or any other authority/court.

COMPLIANCE WITH THE SIGNIFICANT BENEFICIAL OWNERS RULES, 2018

Our Company, our Promoters and the members of the Promoter Group are in compliance with the
Companies (Significant Beneficial Owners) Rules, 2018 as amended from time to time.

DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET

We confirm that none of our directors are, in any manner, associated with the securities market except
for trading on day-to-day basis for the purpose of investment and there is no outstanding action
initiated by SEBI against any of our Directors in the five years preceding the date of this Red Herring
Prospectus.

ELIGIBILITY FOR THE ISSUE

Our Company is an Unlisted Issuer and is eligible for the Issue in accordance with Regulation 229(2)
and other provisions of Chapter IX of the SEBI (ICDR) Regulations, as we are an Issuer whose post-issue
face value capital will be more than INR 10 Crore but less than INR 25 Crore, and we propose to list
the same on the Small and Medium Enterprise Exchange (“SME Exchange”), in this case being the

Page 378 of 472

Emerge Platform of NSE India Limited. Further, our Company satisfies track record and/or other
eligibility conditions of Emerge Platform of NSE India Limited.

Our Company is in compliance with the following conditions specified in Regulation 228 of the SEBI
(ICDR) Regulations:

(a). Neither our Company nor any of our Promoters, members of Promoter Group nor our
Director(s) are debarred from accessing the capital markets by SEBI;

(b). Neither our Promoter(s) nor any of our Director(s) is a Promoter or a Director of any other
company which is debarred from accessing the capital market by the SEBI;

(c). Neither our Company nor any of our Promoter(s) or Director(s) is wilful defaulter or fraudulent
borrower; and

(d). Neither our Promoters nor any of our Director(s) is a fugitive economic offender.

Our Company is in compliance with the following conditions specified in Regulation 230 of SEBI
(ICDR) Regulations:

(a). Our Company has made an application to SME Exchange(s) for listing of its Equity Shares on
such SME Exchange(s) and has chosen Emerge Platform of NSE India Limited as its Designated
Stock Exchange in terms of Schedule XIX.

(b). Our Company has entered into the tripartite agreement with the depositories for facilitating
trading in dematerialized mode.

(c). The Equity Shares are fully paid and there are no partly paid-up Equity Shares as on the date
of filing this Red Herring Prospectus.

(d). All Equity Shares held by our Promoters are in dematerialized form.

(e). Our Company has made firm arrangements of finance through verifiable means towards
seventy-five per cent (75%) of the stated means of finance for the project (the object for which
monies are proposed to be raised to cover the objects of the Issue) proposed to be funded
from Issue proceeds, excluding the amount to be raised through the proposed public offer or
through existing identifiable internal accruals are not applicable to our company.

(f). The amount dedicated for general corporate purposes, as mentioned in “Objects of the Issue”
in the Red Herring Prospectus on page 113, does not exceed twenty-five percent (25%) of the
amount being raised by the Issuer.

(g). The amount for general corporate purposes and such objects where our Company has not
identified acquisition or investment target, as mentioned in “Objects of the Issue” in the Red
Herring Prospectus on page 113, does not exceed thirty-five per cent (35%) of the amount
being raised by our Company.

We confirm that:

(a). In accordance with Regulation 246 of the SEBI (ICDR) Regulations, SEBI has not issued any
observations on our Draft Red Herring Prospectus. The Red Herring Prospectus has been filed
with the Registrar of Companies, Kolkata. Also, we shall ensure that our Book Running Lead
Manager has submitted the copy of Red Herring Prospectus along with a Due Diligence

Page 379 of 472

 Certificate as per Form A of Schedule V to SEBI (ICDR) Regulations including additional
confirmations as required by SEBI at the time of submission of the Red Herring Prospectus
with SEBI in Form G of Schedule V to SEBI (ICDR) Regulations. In accordance with sub-
regulation (5) of Regulation 246 of SEBI (ICDR) Regulations, a soft copy of the Red Herring
Prospectus and the Prospectus shall be submitted to SEBI.

(b). The face value of Equity Shares of Our Company is Rs. 10 (Ten only) for each Equity Share. As
detailed in the chapter “Capital Structure” on page 92.

(c). Price of the Equity Shares is not less than the face value of the Equity Shares. For further details
pertaining to pricing of Equity Shares please refer to “Capital Structure” beginning on page
92.

(d). In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this Issue has been hundred
percent (100%) underwritten and that the Book Running Lead Manager to the Issue has
underwritten more than fifteen per cent (15%) of the total Issue size. For further details
pertaining to said underwriting please refer to “General Information – Underwriter” on page
87.

(e). In accordance with Regulation 261 of the SEBI ICDR Regulations, the Book Running Lead
Manager will ensure compulsory market making for a minimum period of three (3) years from
the date of listing of Equity Shares offered in the Issue. For further details of the market
making arrangement see the chapter titled “General Information” beginning on page 81.

(f). In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure
that the total number of proposed allottees in the Issue is greater than or equal to fifty (50),
otherwise, the entire application money will be refunded forthwith. If the Equity Shares are
not allotted and/or the application monies are not refunded or unblocked within two (2) days,
our Company shall pay interest at the rate of fifteen (15%) per annum from expiry of two (2)
days.

(g). The post-issue paid up capital of our Company will be Rs. [●] Lakhs. For further information
refer to the chapter “Capital Structure” beginning on page 92.

(h). Our Company has not been referred to the Board for Industrial and Financial Reconstruction
(BIFR).

(i). There is no winding up petition against the Company which has been admitted by the court
or a liquidator has not been appointed.

(j). We confirm that no material regulatory or disciplinary action by a stock exchange or regulatory
authority has been taken in the past three years against our Company.

(k). We have a website: [Link]

(l). We confirm that nothing in this Red Herring Prospectus is contrary to the provisions of
Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956 (42 of 1956) and the
Securities and Exchange Board of India Act, 1992 (15 of 1992) and the rules and regulations
made thereunder.

(m). We confirm that Book Running Lead Manager i.e., Holani Consultants Private Limited are not
associates as defined under the Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992 of our Company.

Page 380 of 472

We further confirm that we shall be complying with all the other requirements as laid down for such
an issue under Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent
circulars and guidelines issued by SEBI and the Stock Exchange/s.

COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI (ICDR) REGULATIONS

Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI (ICDR)
Regulations. No exemption from eligibility norms has been sought under Regulation 300 of the SEBI
(ICDR) Regulations, with respect to the Issue. Further, our Company has not been formed by the
conversion of a partnership firm into a company.

DISCLAIMER CLAUSE OF THE SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS RED HERRING PROSPECTUS TO

SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED 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 ISSUE IS PROPOSED TO BE MADE
OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS RED
HERRING PROSPECTUS. THE BRLM BEING, HOLANI CONSULTANTS PRIVATE LIMITED, HAS CERTIFIED
THAT THE DISCLOSURES MADE IN THIS RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND
ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED
ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS RED HERRING PROSPECTUS, THE BRLM IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS
BEHALF AND TOWARDS THIS PURPOSE, THE BRLM HAS FURNISHED TO SEBI, A DUE DILIGENCE
CERTIFICATE DATED FEBRUARY 14, 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.

THE FILING OF THIS RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR COMPANY
FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF
OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME,
WITH THE BRLM, ANY IRREGULARITIES OR LAPSES IN THIS RED HERRING PROSPECTUS.

Note:

All legal requirements pertaining to the Issue will be complied with at the time of registering the Red
Herring Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All legal
requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus
with the RoC in terms of Sections 26, 30, 32, 33(1) and 33(2) of the Companies Act, 2013.

DISCLAIMER OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED

As required, a copy of this Offer Document has been submitted to National Stock Exchange of India
Limited (hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/2965 dated
November 22, 2023, permission to the Issuer to use the Exchange’s name in this Offer Document as

Page 381 of 472

one of the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The Exchange
has scrutinized this offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid
permission given by NSE should not in any way be deemed or construed that the offer document
has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this offer document; nor does it warrant that
this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take
any responsibility for the financial or other soundness of this Issuer, its promoters, its management
or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or
in connection with such subscription /acquisition whether by reason of anything stated or omitted
to be stated herein or any other reason whatsoever.

DISCLAIMER FROM OUR COMPANY, OUR DIRECTORS AND THE BOOK RUNNING LEAD MANAGER

Our Company, the Directors, and the Book Running Lead Manager accept no responsibility for
statements made otherwise than in this Red Herring Prospectus or in the advertisements or any other
material issued by or at our Company’s instance and anyone placing reliance on any other source of
information, including our Company’s website [Link], would be doing so at his or her
own risk.

The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in
the Issue Agreement dated September 29, 2023 entered into between the Book Running Lead
Manager and our Company and the Underwriting Agreement dated September 29,2023 entered into
between the Underwriter(s) and our Company and the Market Making Agreement dated September
29, 2023 entered into among the Book Running Lead Manager, the Market Maker and our Company.

All information shall be made available by our Company and the Book Running Lead Manager to the
public and investors at large and no selective or additional information would be available for a section
of the investors in any manner whatsoever, including at road show presentations, in research or sales
reports, at collection centers or elsewhere.

The Book Running Lead Manager and its associates and affiliates may engage in transactions with and
perform services for our Company and our respective affiliates or associates or third parties in the
ordinary course of business and have engaged, or may in the future engage, in commercial banking
and investment banking transactions with our Company and our respective affiliates or associates or
third parties, for which they have received, and may in the future receive, compensation.

Note:

Investors who apply in the Issue will be required to confirm and will be deemed to have represented
to our Company, the Underwriter and their respective directors, officers, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and
approvals to acquire Equity Shares of our Company and will not offer, sell, pledge or transfer the
Equity Shares of our Company to any person who is not eligible under applicable laws, rules,
regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the
Underwriter and their respective directors, officers, agents, affiliates and representatives accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire
Equity Shares of our Company.

Page 382 of 472

DISCLAIMER IN RESPECT OF JURISDICTION

Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Kolkata,
West Bengal only.

The Issue is being made in India to persons resident in India (including 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 authorised to invest in shares,
Indian Mutual Funds registered with the SEBI, VCFs, AIFs, public financial institutions, scheduled
commercial banks, state industrial development corporation, permitted national investment funds,
NBFC-SIs, Indian financial institutions, commercial banks, regional rural banks, co-operative banks
(subject to RBI permission), or trusts under applicable trust law and who are authorised under their
constitution to hold and invest in shares, 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 Posts, India) and permitted Non-Residents including FPIs and Eligible NRIs, AIFs
and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and
regulations to acquire and hold the Equity Shares.

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 the Red Herring Prospectus will be registered with the RoC.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly,
and the 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 the Draft Red
Herring Prospectus, nor any issue or sale hereunder, shall, under any circumstances, create any
implication that there has been no change in the affairs of our Company from the date hereof or that
the information contained herein is correct as of any time subsequent to this date.

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 applications may not be made by persons
in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT

The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as
amended (“Securities Act”) or any state securities laws in the United States and may not be offered
or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in
Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be
offered and sold outside the United States in compliance with Regulation S of the Securities Act and
the applicable laws of the jurisdiction where those offers and sales occur.

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, to any persons in any such jurisdiction, except
in compliance with the applicable laws of such jurisdiction.

Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity
Shares or create any economic interest therein, including any off-shore derivative instruments, such
as participatory notes, issued against the Equity Shares or any similar security, other than pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and in compliance with applicable laws and legislations in each jurisdiction, including India.

Page 383 of 472

LISTING

National Stock Exchange of India Limited is the Designated Stock Exchange, with which the Basis of
Allotment will be finalized for the Issue. An application shall be made to Emerge Platform of NSE India
Limited for obtaining permission for listing of the Equity Shares being offered and sold in the Issue on
its EMERGE Platform of NSE India Limited after the allotment in the Issue.

If the permission to deal in and for an official quotation of the Equity Shares on the Emerge Platform
of NSE India Limited, our Company will forthwith repay, without interest, all monies received from the
applicants in pursuance of the Red Herring Prospectus. The allotment letters shall be issued or
application money shall be refunded / unblocked within two (2) days from the closure of the Issue or
such lesser time as may be specified by SEBI or else the application money shall be refunded to the
applicants forthwith, failing which interest shall be due to be paid to the applicants at the rate of
fifteen per cent (15%) per annum for the delayed period as prescribed under Companies Act, 2013,
the SEBI (ICDR) Regulations and other applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at Emerge Platform of NSE India Limited are taken within six (6) Working
Days of the Issue Closing Date.

The Company has obtained approval from NSE India Limited vide letter dated November 22, 2023 to
use the name of NSE India Limited in this Red Herring Prospectus for listing of equity shares on Emerge
Platform of NSE India Limited.

CONSENTS

Consents in writing of the Director(s), the Promoter, Chief Financial Officer, the Company Secretary &
Compliance Officer, the Statutory Auditor, the Banker to the Company, the Book Running Lead
Manager, Registrar to the Issue, Banker to the Issue, Sponsor Bank, Refund Banker, Legal Advisor to
the Issue, Underwriter to the Issue and Market Maker to the Issue to act in their respective capacities,
will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC, as required
under Sections 26 and 32 of the Companies Act, 2013. Further, such consents have not been
withdrawn as on the date of this Red Herring Prospectus.

EXPERT OPINIONS

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

(1) Our Company has also received written consent dated September 14, 2023 from Keyur Shah
and Associates, Chartered Accountants to include their name as required under the Companies
Act, 2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “expert” as
defined under section 2(38) of the Companies Act, 2013 in respect of their report dated
September 25, 2023 on the statement of tax benefits in this Red Herring Prospectus and such
consent has not been withdrawn as on the date of this Red Herring Prospectus.

(2) Our Company has received written consent dated September 14, 2023 from Keyur Shah and
Associates, Chartered Accountants to include their name as required under the Companies Act,
2013 read with SEBI ICDR Regulations, in this Red Herring Prospectus and as an “expert” as
defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as
our Statutory Auditor, and in respect of their (i) examination report, dated September 22, 2023
on our Restated Financial Information, (ii) report dated September 25, 2023 on the statement
of tax benefits and (iii) report dated September 25, 2023 on Other Financial Information, and
written consent dated September 14, 2023 from Keyur Shah and Associates, Chartered

Page 384 of 472

 Accountants to include their name under the Companies Act, 2013 in this Red Herring
Prospectus and as an “expert” as defined under the Companies Act, 2013, and such consents
have not been withdrawn as on the date of this Red Herring Prospectus. However, the term
“expert” and consent thereof shall not be construed to mean an “expert” or consent as defined
under the U.S. Securities Act.

(3) In addition, our Company has received written consent dated September 27, 2023 from ELBI
Consultancy (India) Private Limited, as chartered engineer to include their name as required
under the Companies Act, 2013 in this Red Herring Prospectus and as an “expert” as defined
under the Companies Act, 2013 in respect of his certificate dated September 27, 2023 on the
Company’s manufacturing capacity and its utilization at certain manufacturing facilities, and
such consent has not been withdrawn as on the date of this Red Herring Prospectus.

PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES BY OUR COMPANY DURING THE LAST FIVE
YEARS

Our Company has not made any public or rights issue (as defined under the SEBI ICDR Regulations)
during the five years immediately preceding the date of this Red Herring Prospectus.

UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION PAID ON PREVIOUS ISSUES

OF THE EQUITY SHARES IN THE LAST FIVE YEARS

Since this is the initial public offer of Equity Shares, no sum has been paid or is payable as commission
or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity
Shares in since incorporation.

PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES BY LISTED GROUP COMPANIES, SUBSIDIARIES

AND ASSOCIATE IN THE LAST FIVE YEARS

Neither our Company, any of our Group Companies, or Associate have undertaken any capital issue
or any public or rights issue in the last three years or listed or have made any application for listing on
any stock exchange in India or overseas, preceding date of filing this Red Herring Prospectus.

Except as disclosed below, our listed subsidiary company, Cool Caps Industries Limited has not made
any public issues during the five years preceding the date of this Red Herring Prospectus:

Particulars Information
Year of issue 2022
Amount of issue 1162.8 Lakh
Issue price 38/-
Date of closure of issue March 15, 2022
Date of allotment and credit of securities to dematerialized account of investors March 21, 2023
Date of listing on the stock exchange(s) March 24, 2023
Rate of dividend paid -

For further information refer to the chapter “Capital Structure” beginning on page 92.

PERFORMANCE VIS-À-VIS OBJECTS

Particulars regarding public or rights issue by our Company during the last five years and
performance vis-à-vis objects

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Issue is an “Initial
Public Offering” in terms of the SEBI (ICDR) Regulations. Our Company has not made any public or

Page 385 of 472

rights issue (as defined under the SEBI ICDR Regulations) during the five years preceding the date of
this Red Herring Prospectus. Therefore, data regarding promise versus performance is not applicable
to us.

Performance vis-a-vis objects – Last issue of subsidiaries or Promoters

As on the date of this Red Herring Prospectus, except Cool Caps Industries Limited, none of our
Subsidiaries are listed on any stock exchange. For further information refer to the chapter “Our Group
Companies” beginning on page 232.

Our promoters do not have securities listed on any stock exchange.

Page 386 of 472

 PRICE INFORMATION OF PAST ISSUES HANDLED BY THE BOOK RUNNING LEAD MANAGERS

Holani Consultants Private Limited, our Book Running Lead Manager, has been issued a certificate of registration dated 31st January 2018 by SEBI as Merchant Banker Category 1
with registration no. INM000012467. Given below is the statement on price information of past issues handled by Holani Consultants Private Limited.
TABLE 1: DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY HOLANI CONSULTANTS PRIVATE LIMITED

Opening Price +/-% change in closing price, [+/- +/- % change in closing price, [+/- +/- % change in closing price, [+/-
S. Issue Size Issue
Issuer Name Listing Date on listing % change in closing benchmark]- % change in closing benchmark] % change in closing benchmark]-
No. (₹ In Lakh) Price (₹)
date 30th calendar days from listing 90th calendar days from listing 180th calendar days from listing
A. SME ISSUES
Network People Services Technologies -13.04% -19.00% -13.04%
1. 1,369.60 80/- August 10, 2021 83.95/-
Limited [6.69%] [9.88%] [7.59%]
74.09% 192.90% 409.75%
2. Cool Caps Industries Limited 1,162.80 38/- March 24, 2022 35.90/-
[-0.29%] [-10.51%] [3.45%]
77.20% 40.00% 246.00%
3. Insolation Energy Limited 2,216.16 38/- October 10, 2022 76.10/-
[5.25%] [3.29%] [3.18%]
-9.81% 69.39% 65.08%
4. Shera Energy Limited 3,250.32 57/- February 17, 2023 64.10/-
[-4.70%] [1.32%] [8.48%]
-6.25% -2.64% 43.97%
5. Infollion Research Services Limited 2,145.12 82/- June 08, 2023 209/-
[3.74%] [5.24%] [11.92%]
24.21% 26.67%
6. Goyal Salt Limited 1,862.76 38/- October 11,2023 130/- N.A.
[1.95] [8.75%]
B. MAIN BOARD ISSUES
91.41%
1. Motisons Jewellers Limited 18,409.05 55/- December 26, 2023 109/- N.A. N.A.
[-1.30%]
Sources: All the shares price data is from: [Link] and [Link]

TABLE 2: SUMMARY STATEMENT OF DISCLOSURE

Total amount of No. of IPOs trading at discount- 30th calendar No. of IPOs trading at premium- 30th calendar No. of IPOs trading at discount- 180th No. of IPOs trading at premium- 180th
Total no.
Financial Year funds raised days from listing days from listing calendar days from listing calendar days from listing
of IPO
(₹ In Lakh) Over 50% Between 25-50% Less than 25% Over 50% Between 25-50% Less than 25% Over 50% Between 25-50% Less than 25% Over 50% Between 25-50% Less than 25%
2020– 21 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
2021 – 22 2 2,532.40 Nil Nil 1 1 Nil Nil Nil Nil 1 1 Nil Nil
2022– 23 2 5,736.48 Nil Nil 1 1 Nil Nil Nil Nil Nil 2 Nil Nil
2023 - 24 1 4,007.88 Nil Nil 1 Nil Nil 1 Nil Nil Nil Nil Nil Nil
Note:
1) Benchmark Index considered as Sensex 30 Index and Nifty 50 Index.
2) Prices on NSE/BSE are considered for all of the above calculations.
3) In case 30th/90th/180th day is a holiday, closing price on NSE/BSE of the previous trading day has been considered.
4) In case 30th/90th/180th day, scrips are not traded then closing price on NSE/BSE of the previous trading day has been considered.

Page 387 of 472

STOCK MARKET DATA OF EQUITY SHARES

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Issue is an “Initial
Public Offering” in terms of the SEBI (ICDR) Regulations. Thus, there is no stock market data available
for the Equity Shares of our Company.

MECHANISM FOR INVESTOR GRIEVANCES AND REDRESSAL SYSTEM

The Company has appointed Link intime India Private Limited as the Registrar to the Issue, to handle
the investor grievances in co-ordination with the Compliance Officer of the Company. All grievances
relating to the present Issue may be addressed to the Registrar with a copy to the Compliance Officer,
giving full details such as name, address of the applicant, UPI ID (if applicable), number of Equity Shares
applied for, amount paid on application and name of bank and branch. The Company would monitor
the work of the Registrar to ensure that the investor grievances are settled expeditiously and
satisfactorily.

The Registrar to the Issue, namely, Link intime India Private Limited will handle investor’s grievances
pertaining to the Issue. A fortnightly status report of the complaints received and redressed by them
would be forwarded to the Company. The Company would also be co-coordinating with the Registrar
to the Issue in attending to the grievances to the investor.

All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as
name, address of the applicant, number of Equity Shares applied for, amount paid on application and
the Designated Branch of the SCSB where the Application Form was submitted by the Applicant. We
estimate that the average time required by us or the Registrar to the Issue or the SCSBs for the
redressal of routine investor grievances will be seven (7) business days from the date of receipt of the
complaint. In case of non-routine complaints and complaints where external agencies are involved,
we will seek to redress these complaints as expeditiously as possible.

Our Company will constitute Stakeholders Relationship Committee in the meeting of our Board of
Director(s) before listing of Equity Shares on Stock Exchange. For further details on the Committees,
please refer to the section titled “Our Management” beginning on page 208.

Our Company has appointed Shivani Marda as the Company Secretary and Compliance Officer to
redress the complaints, if any, of the investors participating in the Issue. Contact details for our
Compliance Officer are as follows:

Name: Shivani Marda

Address: Flat 2A BL8, Vivek Vihar Phase 5, 493C G.T. Road, Shibpur, Howrah, Kolkata-711102, WB
Tel: 9051721209, 7595828225
Email: cs@[Link]
Website: [Link]

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre- Issue or
post-Issue related problems such as non-receipt of letters of Allotment, credit of allotted Equity Shares
in the respective beneficiary account or refund orders, etc. Pursuant to press release no. PR. No.
85/2011 dated June 08, 2011, SEBI has launched a centralized web-based complaints redress system
“SCORES”. This would enable investors to lodge and follow up their complaints and track the status of
redressal of such complaints from anywhere. For more details, investors are requested to visit the
website [Link].

Page 388 of 472

STATUS OF INVESTOR COMPLAINTS

We confirm that we have not received any investor complaint during the three (3) years preceding the
date of this Red Herring Prospectus and hence there are no pending investor complaints as on the
date of this Red Herring Prospectus.

DISPOSAL OF INVESTOR GRIEVANCES BY LISTED SUBSIDIARY COMPANIES

As on the date of this Red Herring Prospectus, except Cool Caps Industries Limited, none of our
Subsidiaries are listed on any stock exchange. We confirm that our listed Subsidiary has not received
any investor complaint during the three (3) years preceding the date of this Red Herring Prospectus
and hence there are no pending investor complaints as on the date of this Red Herring Prospectus.

Our Company estimates that the average time required by our listed Subsidiary or its registrar to the
issue or the relevant designated intermediary, for the redressal of routine investor grievances shall be
seven (7) business days from the date of receipt of the complaint. In case of non-routine complaints
and complaints where external agencies are involved, our listed Subsidiary Company will seek to
redress these complaints as expeditiously as possible.

As on the date of filing this Red Herring Prospectus, our Company does not have any group companies
listed on any stock exchange, so disclosure regarding mechanism for disposal of redressal of investor
grievances for any group companies or subsidiary companies is not applicable.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company estimates that the average time required by our Company or the Registrar to the Issue
or the relevant Designated Intermediary, for the redressal of routine investor grievances shall be 10
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.

IMPERSONATION

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of
the Companies Act, 2013 which is reproduced below:

“Any person who –

a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities, or
b) makes or abets making of multiple applications to a company in different names or in
different combinations of his name or surname for acquiring or subscribing for its securities;
or
c) otherwise induces directly or indirectly a company to allot, or register any transfer of,
securities to him, or to any other person in a fictitious name, shall be liable for action under
section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013, includes frauds involving an
amount of at least Rs. 10,00,000/- or one per cent. of the turnover of the Company, whichever is
lower, imprisonment for a term of not less than six (6) months extending up to ten (10) years (provided
that where the fraud involves public interest, such term shall not be less than three (3) years) and fine
of an amount not less than the amount involved in the fraud, extending up to three times of such
amount. Where the fraud involves an amount less than Rs. 10,00,000/- (Rupees Ten lakhs only) or one
per cent (1%) of the turnover of the Company, whichever is lower, and does not involve public interest,

Page 389 of 472

any person guilty of such fraud shall be punishable with imprisonment for a term which may extend
to five (5) years or with fine which may extend to Rs. 50,00,000/- (Rupees Fifty lakhs only) or with
both.

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY
SEBI

The Company has not sought for any exemptions from complying with any provisions of securities
laws granted by SEBI.

Page 390 of 472

 SECTION VIII – ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued pursuant to this Issue shall be subject to the provisions of the Companies
Act, 2013, SEBI ICDR Regulations, SCRA, SCRR, the Memorandum and Articles of Association, the SEBI
Listing Regulations, the terms of the Red Herring Prospectus, the Abridged Prospectus, Bid cum
Application Form, the Revision Form, the CAN/ the Allotment Advice and other terms and conditions
as may be incorporated in the Allotment Advices and other documents/certificates that may be
executed in respect of the Issue. The Equity Shares shall also be subject to laws, as applicable,
guidelines, rules, notifications and regulations relating to the Issue of capital and listing and trading of
securities issued from time to time by SEBI, the Government of India, the FIPB, the Stock Exchange, the
RBI, RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable or
such other conditions as may be prescribed by SEBI, the RBI, the Government of India, the FIPB, the
Stock Exchange, the RoC and any other authorities while granting their approval for the Issue.

In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors (except Anchor
Investors) applying in a public Issue shall use only Application Supported by Blocked Amount (ASBA)
process for application providing details of the bank account which will be blocked by the Self Certified
Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual Investors applying in
public Issue may use either Application Supported by Blocked Amount (ASBA) facility for making
application or also can use UPI as a payment mechanism with Application Supported by Blocked
Amount for making application.

Further vide the said circular Registrar to the Issue and Depository Participants have been also
authorized to collect the Application forms. Investors may visit the official website of the concerned
stock exchange for any information on operation of this facility of form collection by Registrar to the
Issue and DPs as and when the same is made available.

AUTHORITY FOR THE ISSUE

The Issue of Equity Shares has been authorized by the Board of the Directors of our Company at their
meeting held on September 01, 2023 and was approved by the Shareholders of the Company by
passing a Special Resolution at the Extra Ordinary General Meeting held on September 07, 2023 in
accordance with provisions of the Companies Act, 2013.

RANKING OF EQUITY SHARES

The Equity Shares being issued and transferred in the Issue shall be subject to the provisions of the
Companies Act, 2013, our Memorandum and Articles of Association, SEBI Listing Regulations, SEBI
ICDR Regulations, SCRA and shall rank pari-passu with the existing Equity Shares of our Company
including rights in respect of dividend. The Allottees upon receipt of Allotment of Equity Shares under
this Issue will be entitled to dividends and other corporate benefits, if any, declared by our Company
after the date of Allotment in accordance with Companies Act, 2013 and the Articles. For further
details, please refer to the section titled “Main Provisions of Articles of Association” beginning on
page 431.

MODE OF PAYMENT OF DIVIDEND

The declaration and payment of dividend will be as per the provisions of Companies Act, 2013, SEBI

Page 391 of 472

(Listing Obligation & Disclosure Requirements) Regulation, 2015, the Memorandum and Articles of
Association and recommended by the Board of Directors at their discretion and approved by the
shareholders and will depend on a number of factors, including but not limited to earnings, capital
requirements and overall financial condition of our Company. All dividends declared by our Company
after the date of Allotment (pursuant to the Allotment of Issued Shares), will be payable to the bidders
who have been allotted Issued Shares, for the entire year, in accordance with applicable law.

For further details, please refer to the chapter titled “Dividend Policy” beginning on page 237.

FACE VALUE AND ISSUE PRICE PER SHARE

The face value of the Equity Shares is Rs. 10/- each and the Issue Price at the lower end of Price Band
is Rs. [●] per Equity Share and at the higher end of the Price Band is Rs. [●] per Equity Share. The
Anchor Investor Issue Price is Rs. [●] per Equity Share.

The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company in
consultation with the Book Running Lead Manager and advertised in all editions of Financial Express,
English national daily newspaper and all editions of Jansatta, Hindi national daily newspaper and all
editions of Arthik Lipi, Bengali daily newspaper in Kolkata (Bengali being the regional language of
Kolkata, where our Registered and Corporate Office is located), each with wide circulation, at least
two Working Days prior to the Bid/Issue Opening Date and shall be made available to the Stock
Exchange for the purpose of uploading the same on its websites.

The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap
Price, shall be prefilled in the Bid cum Application Forms available on the website of the Stock
Exchange.

At any given point of time there shall be only one denomination of Equity Shares.

Compliance with SEBI ICDR Regulations, 2018

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations. Our Company shall
comply with all applicable 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, the Equity
shareholders shall have the following rights:

• Right to receive dividend, if declared;

• Right to receive Annual Reports & notices to members;
• 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;
• Right to receive issue for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation subject to any statutory and preferential claim being
satisfied;
• Right of free transferability subject to applicable law, including any RBI rules and regulations; and
• Such other rights, as may be available to a shareholder of a listed public limited company under
the Companies Act, 2013, the terms of the SEBI Listing Regulations and the Memorandum and
Articles of Association of our Company.

Page 392 of 472

For a detailed description of the main provisions the Articles of Association relating to voting rights,
dividend, forfeiture and lien and / or consolidation / splitting / transmission, please refer to the section
titled “Main Provisions of Articles of Association” beginning on page 431.

MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT

Pursuant to Section 29 of the Companies Act, 2013 the Equity Shares shall be allotted only in
dematerialized form. As per the SEBI (ICDR) Regulations, 2018 the trading of the Equity Shares shall
only be done in dematerialized form. In this context, two agreements have been signed amongst our
Company, the respective Depositories and the Registrar to the Issue:

▪ Tripartite Agreement dated September 11, 2023 amongst NSDL, our Company and the Registrar
to the Issue; and

▪ Tripartite Agreement dated September 08, 2023 amongst CDSL, our Company and the Registrar
to the Issue.

Since trading of the Equity Shares is in dematerialized form, the tradable lot is [●] Equity Shares.
Allotment in this Issue will be only in electronic form in multiples of [●] Equity Share subject to a
minimum Allotment of [●] Equity Shares to the successful bidders in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012.

MINIMUM NUMBER OF ALLOTTEES

Further in accordance with Regulation 268 of SEBI (ICDR) Regulations, the minimum number of
allottees in this Issue shall be 50 shareholders. In case the minimum number of prospective allottees
is less than 50, no allotment will be made pursuant to this Issue and the monies blocked by the SCSBs
shall be unblocked within 4 working days of closure of Issue.

JURISDICTION

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/ authorities in Kolkata,
West Bengal, India.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States and may not be issued or sold within the United States or to, or
for the account or benefit of, “U.S. persons” (as defined in Regulation S), 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 being
issued and sold only outside the United States in compliance with Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdiction where those issues and sales occur.

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 issued or sold, and applications may not be made by
persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

JOINT HOLDERS

Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed
to hold the same as joint tenants with benefits of survivorship.

Page 393 of 472

NOMINATION FACILITY TO INVESTORS

In accordance with Section 72 of the Companies Act, 2013 the sole applicant, or the first applicant
along with other joint applicants, may nominate any one person in whom, in the event of the death
of sole applicant or in case of joint applicants, death of all the applicants, as the case may be, the
Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by
reason of the death of the original holder(s), shall be entitled to the same advantages to which he or
she would be entitled if he or she 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 buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh
nomination can be made only on the prescribed form available on request at our Registered Office or
with 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 ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys
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 Issue 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 investor wants to change the nomination,
they are requested to inform their respective depository participant.

WITHDRAWAL OF THE ISSUE

Our Company, in consultation with the Book Running Lead Manager, reserves the right to not proceed
with the Issue after the Issue Opening Date but before the allotment. In such an event, our Company
would issue a public notice in the newspapers in which the pre–Issue advertisements were published,
within two days of the Issue Closing Date or such other time as may be prescribed by SEBI, providing
reasons for not proceeding with the Issue. The Book Running Lead Manager through, the Registrar to
the Issue, shall notify the SCSBs and the Sponsor Bank to unblock the bank accounts of the ASBA
Bidders within one Working Day from the date of receipt of such notification. Our Company shall also
inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed.

Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading
approvals of the Stock Exchange, which our Company shall apply for after Allotment, and (ii) the final
RoC approval of the Prospectus after it is registered with the RoC. If our Company withdraws the Issue
after the Issue Closing Date and thereafter determines that it will proceed with an Issue of the Equity
Shares, our Company shall file a fresh Draft Red Herring Prospectus with Stock Exchange.

Page 394 of 472

ISSUE PROGRAMME

An indicative timetable in respect of the Issue is set out below:

Event Indicative Date

Issue Opening Date Tuesday, February 27, 2024 (1)
Bid / Issue Closing Date Thursday, February 29, 2024
Finalization of Basis of Allotment with the Designated Stock
Friday, March 01, 2024
Exchange
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA On or Before Monday,
Account or UPI ID linked bank account* March 04, 2024
Credit of Equity Shares to Demat Accounts of Allottees On or Before Monday,
March 04, 2024
Commencement of trading of Equity Shares on the Stock Exchange On or Before Tuesday,
March 05, 2024
(1) Our Company in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor
Investor Bid/Closing Date in accordance with the SEBI ICDR Regulations Period shall be one Working Day prior to
the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations, i.e., Monday, February 26, 2024.

*In accordance with SEBI circular dated March 16, 2021 and thereafter on June 02, 2021, for IPOs
opening subsequent to May 1, 2021 (or any other date as prescribed by SEBI) In case of (i) any delay in
unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
for cancelled/ withdrawn/deleted ASBA Forms, the Bidder shall be compensated by the SCSB at a
uniform rate of Rs.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 by the SCSB at a uniform rate Rs.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 by the SCSB at a uniform rate of
Rs.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 four Working Days from the Bid/Issue Closing Date, the
Bidder shall be compensated by the SCSB at a uniform rate of Rs.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/ Issue Closing Date till the date of the actual unblock. The SCSBs shall compensate the Bidder,
immediately on the date of receipt of complaint from the Bidder. From the date of receipt of complaint
from the Bidder, in addition to the compensation to be paid by the SCSBs as above, the post-Issue BRLM
shall be liable for compensating the Bidder at a uniform rate of Rs.100/- per day or 15% per annum of
the Bid Amount, whichever is higher from the date of on which grievance is received by the BRLM or
Registrar until the date on which the blocked amounts are unblocked.

The above timetable is indicative and does not constitute any obligation or liability on our Company,
and the BRLM. Whilst our Company shall ensure that all steps for the completion of the necessary
formalities for the listing and the commencement of trading of the Equity Shares on the Stock
Exchange are taken within 3 Working Days of the Bid / Issue Closing Date, the timetable may change
due to various factors, such as extension of the Bid / Issue Period by our Company, revision of the
Price Band or any delays in receiving the final listing and trading approval from the Stock Exchange.
The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock
Exchange and in accordance with the applicable laws.

Page 395 of 472

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked
through the UPI Mechanism) exceeding four Working Days from the Bid/Issue Closing Date, the
Bidder shall be compensated at a uniform rate of Rs. 100 per day for the entire duration of delay
exceeding two Working Days from the Bid/Issue Closing Date by the intermediary responsible for
causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability
on such intermediary or entity responsible for such delay in unblocking.

Submission of Bids

Submission of Bids during Issue Period (except on Bid / Issue Closing Date)
Submission and revision in Bids Only between 10.00 a.m. to 5.00 p.m. Indian Standard Time (“IST”)
Bid / Issue Closing Date
Submission and revision in Bids Only between 10.00 a.m. to 3.00 p.m. IST

On the Bid/ Issue Closing Date, the Bids shall be uploaded until:

▪ in case of Bids by Non-Institutional Bidders or QIBs, the Bids and the revisions in Bids shall be
accepted only between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 4.00 p.m. (IST); and

▪ in case of Bids by Retail Individual Bidders, the Bids and the revisions in Bids shall be accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 5.00 p.m. (IST), which may be extended
up to such time as deemed fit by the Stock exchange after taking into account the total number
of applications received up to the closure of timings and reported by BRLM to the Stock exchange
within half an hour of such closure.

On the Bid/ Issue Closing Date, extension of time may be granted by the Stock Exchanges only for
uploading Bids received from Retail Individual Investors after taking into account the total number of
Bids received and as reported by the BRLM to the Stock Exchanges.

For the avoidance of doubt, it is clarified that Bids not uploaded on the electronic bidding system or
in respect of which full Bid Amount is not blocked by SCSBs and the Sponsor Bank will be rejected.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to
the SCSB’s on daily basis within 60 minutes of the Bid closure time from the Bid / Issue Opening
Date till the Bid / Issue Closing Date by obtaining the same from the Stock Exchanges.

The SCSB’s shall unblock such applications by the closing hours of the Working Day.

Due to limitation of time available for uploading the Bids on the Bid / Issue Closing Date, the Bidders
are advised to submit their Bids one day prior to the Bid / Issue Closing Date and, in any case, no later
than 5.00 p.m. (IST) on the Bid / Issue Closing Date. All times mentioned in this Red Herring Prospectus
is Indian Standard Time.

Bidders are cautioned that in the event a large number of Bids are received on the Bid / Issue Closing
Date, as is typically experienced in public offering, 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
Issue. Bids will be accepted only on Business Days. Neither our Company nor the Book Runner Lead
Manager is liable for any failure in uploading the Bids due to faults in any software / hardware system
or otherwise. Any time mentioned in this Red Herring Prospectus is Indian Standard Time.

Our Company in consultation with the BRLM, reserves the right to revise the Price Band during the
Issue Period, provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the
Floor Price shall not be less than the Face Value of the Equity Shares. The revision in Price Band shall

Page 396 of 472

not exceed 20% on the 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 case of any revision to the Price Band, the Bid / Issue Period will be extended by at least three
additional Working Days following such revision of the Price Band, subject to the Bid / Issue Period
not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Issue Period, if
applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public
notice, and also by indicating the change on the respective websites of the BRLM and at the
terminals of the Syndicate Members.

In case of force majeure, banking strike or similar circumstances, the issuer may, in consultation
with the BRLM, for reasons to be recorded in writing, extend the bidding (Issue) period disclosed in
the Red Herring Prospectus, for a minimum period of three working days, subject to the Bid / Issue
Period not exceeding 10 working days.

In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to
withdraw or lower the size of their application (in terms of the quantity of the Equity Shares or the
Application amount) at any stage. Retail Individual Applicants can revise or withdraw their Application
Forms prior to the Issue Closing Date. Allocation to Retail Individual Applicants, in this Issue will be on
a proportionate basis.

In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in
the physical Bid cum Application Form, for a particular Bidder, the details as per the Bid file received
from the Stock Exchanges shall be taken as the final data for the purpose of Allotment.

MINIMUM SUBSCRIPTION AND UNDERWRITING

This Issue is not restricted to any minimum subscription level and the Issue is 100% underwritten. If
the Issuer does not receive the subscription of 100% of the Issue through this Issue document
including devolvement of Underwriter within sixty days from the date of closure of the Issue, the issuer
shall forthwith refund the entire subscription amount received. If there is a delay beyond four days
after the issuer becomes liable to pay the amount, the issuer shall pay interest as prescribed under
law.

In accordance with Regulation 260(1) of the SEBI (ICDR) Regulations, our Issue shall be hundred
percent underwritten. Thus, the underwriting obligations shall be for the entire hundred percent of
the Issue through the Red Herring Prospectus and shall not be restricted to the minimum subscription
level. For details of underwriting arrangement, please refer the chapter titled “General Information -
Underwriter” on page 87.

Further, in accordance with Regulation 268 of the SEBI (ICDR) Regulations, our Company shall ensure
that the number of prospective allottees to whom the Equity Shares will allotted will not be less than
50 (Fifty).

Further, in accordance with Regulation 267(2) of the SEBI (ICDR) Regulations, our Company shall
ensure that the minimum application size in terms of number of specified securities shall not be less
than Rs. 1,00,000/- (Rupees One Lakh) per application.

MIGRATION TO MAIN BOARD

Our Company may migrate to the main board of Stock exchange from SME Exchange on a later date
subject to the following:

Page 397 of 472

If the Paid-up Capital of our Company is likely to increase above Rs. 2,500 lakhs by virtue of any further
issue of capital by way of rights issue, preferential issue, bonus issue etc. (which has been approved by
a special resolution through postal ballot wherein the votes cast by the shareholders other than the
Promoter in favour of the proposal amount to at least two times the number of votes cast by
shareholders other than promoter shareholders against the proposal and for which the company has
obtained in–principal approval from the Main Board), our Company shall apply to Stock exchange for
listing of its shares on its Main Board subject to the fulfilment of the eligibility criteria for listing of
specified securities laid down by the Main Board.

OR

If the Paid-up Capital of our company is more than Rs. 1,000 lakhs but below Rs. 2,500 lakhs, our
Company may still apply for migration to the Main Board of the Stock Exchange and if the Company
fulfils the eligible criteria for listing laid by the Main Board and if the same has been approved by a
special resolution through postal ballot wherein the votes cast by the shareholders other than the
Promoter in favor of the proposal amount to at least two times the number of votes cast by
shareholders other than promoter shareholders against the proposal.

MARKET MAKING

The shares issued through this Issue are proposed to be listed on the EMERGE Platform of National
Stock Exchange of India Limited for which company will make application for getting in-principal
approval with the Exchange. In terms of Regulation 261 of the SEBI ICDR Regulations, BRLM to the
issue shall ensure that compulsory market making through the registered Market Makers on the
Emerge Platform of Exchange for a minimum period of three years from the date of listing of the
specified securities or from the date of Migration from the main Board. For further details of the
market making arrangement please refer to chapter titled “General Information” beginning on page
81.

ARRANGEMENT FOR DISPOSAL OF ODD LOT

The trading of the equity shares will happen in the minimum contract size of [●] shares in terms of the
SEBI circular no. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the market maker shall
buy the entire shareholding of a shareholder of the Issuer in one lot, where value of such shareholding
is less than the minimum contract size allowed for trading on EMERGE Platform of National Stock
Exchange of India Ltd.

AS PER THE EXTANT POLICY OF THE GOVERNMENT OF INDIA, OCBs CANNOT PARTICIPATE IN THIS
ISSUE

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident outside India) Regulations, 2000, provides a general permission for the NRIs, FIIs and foreign
venture capital investors registered with SEBI to invest in shares of Indian Companies by way of
subscription in an IPO.

However, such investments would be subject to other investment restrictions under the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations,
2000, RBI and/or SEBI regulations as may be applicable to such investors.

The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may
be prescribed by the Government of India / RBI while granting such approvals.

Page 398 of 472

ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM

In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will
only be in the dematerialized form. Applicants will not have the option of Allotment of the Equity
Shares in physical form. The Equity Shares on Allotment will be traded only on the dematerialized
segment of the Stock Exchange.

NEW FINANCIAL INSTRUMENTS

There are no new financial instruments such as deep discounted bonds, debenture with warrants,
secured premium notes, etc. issued by our Company.

APPLICATION BY ELIGIBLE NRIs, FPI’S REGISTERED WITH SEBI, VCF’S, AIF’S REGISTERED WITH SEBI
AND QFI’S

It is to be understood that there is no reservation for Eligible NRIs or FPIs or QFIs or VCFs or AIFs
registered with SEBI. Such Eligible NRIs, QFIs, FPIs, VCFs or AIFs registered with SEBI will be treated on
the same basis with other categories for the purpose of Allocation.

RESTRICTIONS, IF ANY ON TRANSFER AND TRANSMISSION OF EQUITY SHARES

Except for (i) lock-in of the pre-Issue Equity Shares, (ii) the minimum Promoters’ contribution and (iii)
as provided in “Main Provisions of Articles of Associations” beginning on page 431, there are no
restrictions on transfers of Equity Shares. Further, there are no restrictions on transmission of shares
/ debentures and on their consolidation / splitting except as provided in the Articles of Association.
For details, please refer to the section titled “Main Provisions of Articles of Association” beginning on
page 431.

The above information is given for the benefit of the Applicants. The Applicants are advised to make
their own enquiries about the limits applicable to them. Our Company and the Book Runner Lead
Manager do not accept any responsibility for the completeness and accuracy of the information stated
hereinabove. Our Company and the Book Runner Lead Manager are not liable to inform the investors
of any amendments or modifications or changes in applicable laws or regulations, which may occur
after the date of the Red Herring Prospectus. Applicants are advised to make their independent
investigations and ensure that the number of Equity Shares Applied for do not exceed the applicable
limits under laws or regulations.

Page 399 of 472

 ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229(2) of Chapter IX of SEBI (ICDR) Regulations, 2018,
as amended from time to time, whereby, an Issuer whose post issue paid up face value capital is more
than ten crore rupees and up to twenty-five crore rupees, shall issue shares to the public and propose
to list the same on the Small and Medium Enterprise Exchange ("SME Exchange"), in this case being
the Emerge Platform of National Stock Exchange of India Limited. For further details regarding the
salient features and terms of such Issue, please refer to the chapter titled "Terms of the Issue" and
"Issue Procedure" beginning on page 391 and 403.

FOLLOWING IS THE ISSUE STRUCTURE

Initial Public Issue of up to 56,64,000 Equity Shares of face value of Rs. 10/- each fully paid (the Equity
Shares) for cash at a price of Rs. [●]/- (including a premium of Rs. [●]/- aggregating up to Rs. [●] Lakhs).
The Issue comprises a reservation of up to 3,48,800 equity Shares of Rs. 10/- each for subscription by
the designated Market Maker (“The Market Maker Reservation Portion”).

The Issue comprises a Net Issue to the public of up to 53,15,200 Equity Shares (the “Net Issue”). The
Issue and Net Issue will constitute [●] and [●] of the post issue paid up Equity Share capital of our
Company.

The Issue is being made through the Book Building Process.

The Face value of the Equity Shares is Rs. 10/- each.

Particulars (2) Market Maker QIBs (1) Non – Institutional Retail Individual Bidders
Reservation Portion Bidders
Number of Up to 3,48,800 Equity Not more than 25,69,600 Not less than Not less than 19,00,800
Equity Shares Shares Equity Shares. 8,44,800 Equity Equity Shares available
Shares available for for allocation or Net
allocation or Net Issue less allocation to
Issue less allocation QIB Bidders and Non-
to QIB Bidders and Institutional Bidders.
Retail Individual
Bidders.
Percentage of Up to 6.15% of Issue Not more than 50% of the Net Not less than 15% of Not less than 35% of the
Issue Size/ Net Size Issue being available for the Net Issue or the Net Issue or Net Issue
Issue available allocation to QIB Bidders. Net Issue less less allocation to QIBs
for allocation However, up to 5% of the Net allocation to QIB and Non-Institutional
QIB Portion will be available Bidders and RIBs will Bidders will be available
for allocation proportionately be available for for allocation.
to Mutual Funds only. Mutual allocation.
Funds participating in the
Mutual Fund Portion will also
be eligible for allocation in the
remaining QIB Portion. The
unsubscribed portion in the
Mutual Fund Portion will be
added to the Net QIB Portion.
Basis of Firm Allotment Proportionate as follows Allotment to each Allotment to each
Allotment/ (excluding the Anchor Investor Non-Institutional Retail Individual Bidder
Allocation if Portion): (a) Up to 51,200 Bidder shall not be shall not be less than
respective Equity Shares shall be less than the the maximum Bid lot,
category is available for allocation on a Minimum NIB subject to availability of
oversubscribed* proportionate basis to Mutual Application Size, Equity Shares in the
Funds only; and (b) Up to subject to the Retail Portion and the
10,01,600 Equity Shares shall availability of Equity remaining available
be available for allocation on a Shares in the Non- Equity Shares if any,

Page 400 of 472

 Particulars (2) Market Maker QIBs (1) Non – Institutional Retail Individual Bidders
Reservation Portion Bidders
proportionate basis to all QIBs, Institutional shall be allotted on a
including Mutual Funds Portion, and the proportionate basis.
receiving allocation as per (a) remaining. Equity For details, see “Issue
above. Shares, if any, shall Procedure” beginning
Up to 60% of the QIB Portion be allotted on a on page 403.
(of up to 15,16,800 Equity proportionate basis.
Shares may be allocated on a For details, see
discretionary basis to Anchor “Issue Procedure”
Investors of which one-third beginning on page
shall be available for allocation 403.
to Mutual Funds only, subject
to valid Bid received from
Mutual Funds at or above the
Anchor Investor Allocation
Price
Mode of Only through the Through ASBA process only Bids Up to Rs. 5 lacs can be made through UPI
Bidding ASBA Process (except for Anchor Investors). or ASBA process and bids above Rs. 5 Lacs shall
only through ASBA Process only.
Minimum Bid [●] Equity Shares of Such number of Equity Shares Such number of [●] Equity Shares of Face
Size Face Value of Rs. 10/- in multiple of [●] Equity Shares Equity Shares in Value of Rs. 10/- each.
each. such that the Bid Amount multiple of [●]
exceeds Rs. 2,00,000/- Equity Shares such
that the Bid Amount
exceeds Rs.
2,00,000/-
Maximum Bid Such number of Such number of Equity Shares Such number of Such number of Equity
Size Equity Shares in in multiples of [●] Equity Equity Shares in Shares in multiples of
multiples of [●] Shares not exceeding the size multiples of [●] [●] Equity Shares so that
Equity Shares so of the Net Issue, subject to Equity Shares so the Bid Amount does
that the Bid Amount applicable limits. that the Bid does not exceed Rs.
does not exceed the not exceed the size 2,00,000/-
market maker of the Net Issue
reservation portion. (excluding the QIB
Portion), subject to
applicable limits.
Mode of
Allotment
Trading Lot [●] Equity Shares, [●] Equity Shares and in [●] Equity Shares [●] Equity Shares and in
however the market multiples thereof. and in multiples multiples thereof.
maker may accept thereof.
odd lots, if any, in the
market as required
under the SEBI (ICDR)
Regulations, 2018.
Terms of In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of
Payment submission of their Bids

In case of all other Bidders: Full Bid Amount shall be blocked in the bank account of the ASBA Bidder (other
than Anchor Investors) or by the Sponsor Bank through the UPI Mechanism (for RIBs or Individual investors
bidding under the Non –Institutional Portion for an amount of more than Rs. 2,00,000 and up to Rs.
5,00,000, using the UPI Mechanism) that is specified in the ASBA Form at the time of submission of the
ASBA Form.
*Assuming full subscription in the Issue

(1)
Our Company in consultation with the BRLM, may allocate up to 60% of the QIB Portion 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 only, 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 in the Anchor Investor Portion shall be added to the Net
QIB Portion. For details, see “Issue Procedure” beginning on page 403.

Page 401 of 472

(2)
Subject to valid Bids being received at or above the Issue Price. The Issue is being made in terms of Rule 19(2)(b)
of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018, this is an Issue of at least 25% of
the post- Issue paid-up Equity Share capital of our Company. This Issue is being made through the Book Building
Process, wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.
(3)
Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor
Application Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor
Investor Issue Price shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN.
(4)
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. The signature of only such
first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have
signed on behalf of the joint holders. Bidders will be required to confirm and will be deemed to have represented
to our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives
that they are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity
Shares. Our Company reserves the right to reject, it its absolute discretion, all or any multiple Bids in any or all
categories.

Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any
category except the QIB Portion, would be met with spill-over from the other categories or a
combination of categories at the discretion of our Company in consultation with the Book Running
Lead Manager and the Designated Stock Exchange.

WITHDRAWAL OF THE ISSUE

Our Company in consultation with the Book Running Lead Manager, reserves the right not to proceed
with the Issue entire or portion of the Issue for any reason at any time after the Bid/ Issue Opening
Date but before the Allotment. In such an event, our Company would issue a public notice in the same
newspapers in which the pre- Issue advertisements were published, within two days of the Bid/ Issue
Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Issue Further, the Stock Exchanges shall be informed promptly in this regard by our Company
and the BRLM. Also, BRLM through the Registrar to the Issue, shall notify the SCSBs and the Sponsor
Banks to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of
receipt of such notification. In the event of withdrawal of the Issue and subsequently, plans of a fresh
Issue by our Company, a fresh Draft Red Herring Prospectus will be submitted again to Stock Exchange.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading
approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within six
Working Days or such other period as may be prescribed, and (ii) the final RoC approval of the
Prospectus after it is filed with the RoC. If our Company in consultation with the Book Running Lead
Managers withdraws the Issue after the Bid/ Issue Closing Date and thereafter determines that it will
proceed with a public issue of the Equity Shares, our Company shall file a fresh Draft Red Herring
Prospectus with the Stock Exchange.

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.

Page 402 of 472

 ISSUE 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 2013, 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 Exchange(s) and the BRLM. Please refer to the relevant
provisions of the General Information Document, which are applicable to the Issue.

Additionally, all Bidders may refer to the General Information Document for information in relation to
(i) category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii)
price discovery and allocation; (iv) payment instructions for ASBA Bidders/Applicants; (v) issuance of
Confirmation of Allocation Note (“CAN”) and Allotment in the Issue; (vi) price discovery and allocation
(vii) general instructions (limited to instructions for completing the Bid cum Application Form); (viii)
designated date; (ix) disposal of applications;(x) submission of Bid cum Application Form; (xi) other
instructions (limited to joint bids in cases of individual, multiple bids and instances when an application
would be rejected on technical grounds); (xii) applicable of Companies Act 2013 relating to punishment
for fictitious applications; (xiii) mode of making refunds; and (xiv) interest in case of delay in Allotment
or refund.

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, and circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, has introduced an alternate payment
mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing
in a phased manner. From January 1, 2019, the UPI Mechanism for RIBs applying through Designated
Intermediaries was made effective along with the existing process and existing timeline of T+6 days.
(“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June
28, 2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
with respect to Bids by RIBs through Designated Intermediaries (other than SCSBs), the existing process
of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has
been discontinued and only the UPI Mechanism for such Bids with timeline of T+6 days was mandated
for a period of three months or launch of five main board public issues, whichever is later(“UPI Phase
II”). Subsequently, however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March
30, 2020, had extended the timeline for implementation of UPI Phase II till 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 has been 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 issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or
after December 1, 2023. The Issue will be undertaken pursuant to the processes and procedures under
UPI Phase III, subject to any circulars, clarification or notification issued 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 the circular no. SEBI/HO/CFD/DIL2/ P/CIR/2021/570 dated June 02, 2021, and circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 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. This circular shall
come into force for initial public offers opening on or after May 1, 2021, except as set out in circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provision of this circular are
deemed to form part of this Red Herring Prospectus.

Page 403 of 472

Furthermore, pursuant to 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 Rs. 5,00,000 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 this circular are deemed to form part of
this Red Herring Prospectus. Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/
2022/75 dated May 30, 2022, applications made using the ASBA facility in initial public offerings
(opening on or after September 1, 2022) shall be processed only after application monies are blocked
in the bank accounts of investors (all categories).

The BRLM shall be the nodal entity for any issues arising out of public issuance process. In terms of
regulation 23(4), 23(5) and regulation 271 of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, in SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08,
2019, the timelines, processes and compensation policy shall continue to form part of the agreements
being signed between the intermediaries involved in the public issuance process and book running lead
manager shall continue to coordinate with intermediaries involved in the said process.

Our Company and the Book Running Lead Manager do not accept any responsibility for the
completeness and accuracy of the information stated in this Section and is not liable for any
amendment, modification or change in the applicable law which may occur after the date of this 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 this Red Herring Prospectus.

Further, Our Company and the Book Running Lead Manager are not liable for any adverse occurrence’s
consequent to the implementation of the UPI Mechanism for Bid in this Issue.

BOOK BUILDING PROCEDURE

In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the
“SCRR”) read with Regulation 252 of SEBI ICDR Regulations, 2018, the Issue has been made for at least
25% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made under
Regulation 229(2) of Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018 via book building process.

The allocation to the public will be made as per Regulation 253 of SEBI ICDR Regulations, wherein not
more than 50% of the Net Issue shall be allocated on a proportionate basis to QIBs. Further, 5% of the
QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the
remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIBs,
including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not
less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-
Institutional Investors and not less than 35% of the Net Issue shall be available for allocation to Retail
Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the Issue Price.

Accordingly, we have allocated the Net Issue i.e., not less than 35% of the Net Issue shall be available
for allocation to Retail Individual Bidders and not less than 15% of the Net Issue shall be available for
allocation to Non institutional bidders and not more than 50% of the Net Issue shall be allocated on a
proportionate basis to QIBs.

Subject to valid Bids being received at or above the Issue 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

Page 404 of 472

or a combination of categories at the discretion of our Company and the in consultation with the
BRLMs and the Stock Exchange. However, under-subscription, if any, in the QIB Portion will not be
allowed to be met with spill-over from other categories or a combination of categories. The
unsubscribed portion, if any.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock
Exchanges.

Bidders 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 and 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.

Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the
notification dated February 13, 2020 issued by the Central Board of Direct Taxes and the press
release dated June 25, 2021.

PHASED IMPLEMENTATION OF UPI FOR BIDS BY RETAIL INDIVIDUAL BIDDERS AS PER THE UPI
CIRCULAR

SEBI has issued the SEBI UPI circulars in relation to streamlining the process of public issue of, among
others, equity shares. Pursuant to the SEBI 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 the ASBA) for Bids by UPI Bidders 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 SEBI UPI
Circular 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 Retail Individual Bidder had the option
to submit the ASBA Form with any of the designated intermediaries and use his / her UPI ID for the
purpose of blocking of funds. The time duration from public issue closure to listing continue 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 has 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 UPI Bidders through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds
has been discontinued and replaced by the UPI Mechanism. However, the time duration from
public issue closure to listing continues to be six Working Days during this phase.

• Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after
September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023,
vide SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3
Notification”). In this phase, the time duration from public issue closure to listing has been reduced
to three Working Days. The Issue shall be undertaken pursuant to the processes and procedures

Page 405 of 472

 as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification
issued by the SEBI from time to time, including any circular, clarification or notification which may
be issued by SEBI.

Pursuant to the SEBI UPI 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 SEBI UPI 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 not
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 in this regard, the
relevant SCSB as well as the post – Issue BRLM will be required to compensate the concerned investor.

The Issue will be made under UPI Phase II of the SEBI UPI Circulars, unless UPI Phase III of the SEBI UPI
Circulars becomes effective and applicable on or prior to the Bid/ Issue Opening Date. If the Issue is
made under UPI Phase III of the SEBI UPI Circulars, the same will be advertised in all editions of
Financial Express, English national daily newspaper and all editions of Jansatta, Hindi national daily
newspaper and all editions of Arthik Lipi, Bengali daily newspaper in Kolkata (Bengali being the
regional language of Kolkata, where our Registered and Corporate Office is located), each with wide
circulation, on or prior to the Bid/ Issue Opening Date and such advertisement shall also be made
available to the Stock Exchanges for the purpose of uploading on their websites.

All SCSBs issuing the facility of making applications in public issues shall also provide the 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 Mechanism.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be
released to the remitter banks (SCSBs) only after such banks make an application as prescribed in
Annexure I of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a
written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated
June 2, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021.

Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI
Bidders applying in public issues where the application amount is up to Rs. 500,000 shall use the UPI
Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with any of
the entities mentioned herein below:

i) a syndicate member
ii) a stock broker registered with a recognized stock exchange (and whose name is mentioned on the
website of the stock exchange as eligible for this activity) (“broker”)
iii) a depository participant (“DP”) (whose name is mentioned on the website of the stock exchange
as eligible for this activity)
iv) a registrar to an Issue and shares transfer agent (“RTA”) (whose name is mentioned on the website
of the stock exchange as eligible for this activity)

For further details, refer to the General Information Document to be available on the website of the
Stock Exchange and the BRLM.

Page 406 of 472

BID CUM APPLICATION FORM

Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of
the BRLM, the Designated Intermediaries at relevant Bidding Centers, and at the Registered Office &
Corporate Office of our Company. The electronic copy of the Bid cum Application Form will also be
available for download on the websites of the National Stock Exchange of India Limited
([Link]), atleast one day prior to the Bid Opening Date.

All ASBA Bidders must provide either (i) the bank account details and authorization to block funds in
the ASBA Form, or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided
in the ASBA Form. The ASBA Forms that do not contain such details will be rejected.

UPI Bidders Bidding using the UPI Mechanism must provide the UPI ID in the relevant space provided
in the Bid cum Application Form. Bid cum Application Forms that do not contain the UPI ID are liable
to be rejected. Applications made by the UPI Bidder using third party bank account or using third party
linked bank account UPI ID are liable for rejection. UPI Bidders 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.

Further, Bidders shall ensure that the Bids are submitted at the Bidding Centres only on Bid cum
Application Forms bearing the stamp of a Designated Intermediary (except in case of electronic Bid
cum Application Forms) and Bid cum Application Forms not bearing such specified stamp may be liable
for rejection.

ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an
amount equivalent to the full Bid Amount which can be blocked by the SCSBs or sponsor banks, as
applicable, at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs
are required to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked
including details as prescribed in Annexure II of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022.

The prescribed colour of the Bid cum Application Form for various categories is as follows:

Color of Bid cum

Category
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail White
Individual Investors and Eligible NRIs applying on a non-repatriation basis^
Non-Residents including FPIs, Eligible NRIs, FVCIs and registered bilateral and Blue
multilateral institutions applying on a repatriation basis ^
Anchor Investors1 Green
*Excluding electronic Bid cum Application Form.
^ Electronic Bid cum Application Form and the abridge prospectus will be made available for download on the
website of the NSE ([Link])
1 Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLM.

In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details
(including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of
the Stock Exchanges. Subsequently, 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

Page 407 of 472

Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code
and location code in the Bid details already uploaded.

For UPI Bidders using the 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. 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 Bank and the issuer bank. The Sponsor Bank and the
Bankers to the Issue shall provide the audit trail to the Book Running Lead Manager for analysing the
same and fixing liability.

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 Book Running Lead Manager in the format and within the timelines as specified
under the SEBI 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
Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor
Bank(s) on a continuous basis.

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 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 shall host a web portal for intermediaries (closed user group) from the date of
Bid/Issue 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 Issue Bidding process.

Further, Intermediaries shall retain physical bid cum application forms submitted by retail individual
investors with UPI as a payment mechanism, for a period of six months and thereafter forward the
same to the issuer/ Registrar to the Issue. However, in case of electronic forms, “printouts” of such
Bids need not be retained or sent to the issuer. Intermediaries shall, at all times, maintain the
electronic records relating to such forms for a minimum period of three years.

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 Issue.
b) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids till such time
as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.

Page 408 of 472

 c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for
allocation/Allotment. The Designated Intermediaries are given till 5:00 pm on the Bid/Issue
Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Issue
Period after which the Stock Exchange(s) send the bid information to the Registrar to the Issue
for further processing.

Participation by the Promoters, the members of the Promoter Group, the Book Running Lead
Manager, the Syndicate Member(s) and persons related to the Promoters/the members of the
Promoter Group/the Book Running Lead Manager

The Book Running Lead Manager and the Syndicate Members shall not be allowed to purchase the
Equity Shares in any manner, except towards fulfilling their underwriting obligations. However, the
respective associates and affiliates of the Book Running Lead Manager and the Syndicate Member(s)
may purchase Equity Shares in the Issue under the Non-Institutional Category and such subscription
may be on their own account or on behalf of their clients. All categories of investors, including
respective associates or affiliates of the Book Running Lead Manager and Syndicate Members, shall
be treated equally for the purpose of allocation to be made on a proportionate basis.

Further, the Promoters and members of the Promoter Group shall not participate by applying for
Equity Shares in the Issue.

Except as stated below, neither the Book Running Lead Manager nor any associate of the Book
Running Lead Manager can apply in the Issue under the Anchor Investor Portion:

(i) mutual funds sponsored by entities which are associate of the Book Running Lead Manager;
(ii) insurance companies promoted by entities which are associate of the Book Running Lead
Manager;
(iii) AIFs sponsored by the entities which are associate of the Book Running Lead Manager; or
(iv) FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which
are associate of the Book Running Lead Manager.

Further, the Promoters and members of the Promoter Group shall not participate by applying for
Equity Shares in the Issue. Further, persons related to the Promoters and the member of the Promoter
Group shall not apply in the Issue under the Anchor Investor Portion.

However, a QIB who has any of the following rights in relation to our Company shall be deemed to be
a person related to the Promoters or the members of the Promoter Group of our Company:

(i) rights under a shareholders’ agreement or voting agreement entered into with the Promoters or
the members of the Promoter Group of our Company;
(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.

Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Manager”
if:

(i) 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
(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises
control over the other; or
(iii) there is a common director, excluding nominee director, among the Anchor Investors and the
Book Running Lead Manager.

Page 409 of 472

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
Book Running Lead Manager, reserve the right to reject any Bid without assigning any reason thereof,
subject to applicable law.
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 such
Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity-related
instruments of any single company, provided that the limit of 10% shall not be applicable for
investments in case of index funds or sector or industry specific schemes. No Mutual Fund under all
its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights.

BIDS BY ELIGIBLE NRIS

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for
residents (White in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum
Application Form meant for Non-Residents (Blue in colour). Only Bids accompanied by payment in
Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRIs
may obtain copies of Bid cum Application Form from the Designated Intermediaries.

Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should authorise
their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate
Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident
External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and Eligible NRI
Bidders Bidding on a non-repatriation basis by using Resident Forms should authorise their respective
SCSBs (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in
case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”)
accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form.

In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis,
shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5%
of the paid-up value of each series of debentures or preference shares or share warrants issued by an
Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the
total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each
series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10%
may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian
company.

Eligible NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the
SEBI UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in
the SEBI UPI Circulars) to apply in the Issue, provided the UPI facility is enabled for their NRE/NRO
accounts.

For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian
Securities” beginning on page 428.

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Participation of Eligible NRIs in the Issue shall be subject to the FEMA Rules.

BIDS BY HUFS

Bids by HUFs should be made in the individual name of the Karta. The Bidder/Applicant should specify
that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form
as follows: “Name of sole or First Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ,
where XYZ is the name of the Karta”. Bids/Applications by HUFs will be considered at par with
Bids/Applications from individuals.

BIDS BY FPIS

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 the post-Issue Equity Share
capital. Further, in terms of the FEMA 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. With effect from April 1, 2020,
the aggregate limit by FPIs shall be the sectoral caps applicable to the Indian company as prescribed
in the FEMA Rules with respect to its paid-up equity capital on a fully diluted basis. While the aggregate
limit as provided above could have been decreased by the concerned Indian companies to a lower
threshold limit of 24% or 49% or 74% as deemed fit, with the approval of its board of directors and its
shareholders through a resolution and a special resolution, respectively before March 31, 2020, our
Company has not decreased such limit and accordingly the applicable limit with respect to our
Company is 100%. In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a
company, holding of all registered FPIs shall be included.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the Book Running Lead Manager, reserves the right to reject any Bid without
assigning any reason. FPIs who wish to participate in the Issue are advised to use the Bid cum
Application Form for Non- Residents (Blue in colour).

A FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a
recognised stock exchange in India, and/or may purchase or sell securities other than equity
instruments.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions
which may be specified by the Government from time to time.

To ensure compliance with the applicable limits, SEBI, pursuant to its circular dated July 13, 2018, has
directed that at the time of finalisation of the Basis of Allotment, the Registrar to the Issue 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 Issue to ensure there is
no breach of the investment limit, within the timelines for issue procedure, as prescribed by SEBI
from time to time.

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

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in offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by
whatever name called, which is issued overseas by an FPI against securities held by it in India, as its
underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued
only by persons registered as Category I FPIs, (ii) such offshore derivative instruments are issued only
to persons eligible for registration as Category I FPIs, (iii) such offshore derivative instruments are
issued after compliance with “know your client” norms, and (iv) such other conditions as may be
specified by SEBI from time to time.
An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore
derivative instrument is made by, or on behalf of it subject to, among others, 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.

Further, Bids by following FPIs, submitted with the same PAN but with different beneficiary account
numbers, Client IDs and DP IDs may not be regarded as multiple Bids:

• FPIs which utilise the multi-investment manager (“MIM”) structure.

• Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI
and proprietary derivative investments.
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI
registration.
• FPI registrations granted at investment strategy level/sub fund level where a collective
investment scheme or fund has multiple investment strategies/sub-funds with identifiable
differences and managed by a single investment manager.
• Multiple branches in different jurisdictions of foreign bank registered as FPIs.
• Government and Government related investors registered as Category I FPIs.
• Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to the aforesaid seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be
proportionately distributed to the applicant FPIs (with same PAN). 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, are required to provide a confirmation along with each of their Bid cum
Application Forms that the relevant FPIs making multiple Bids utilise any of the above-mentioned
structures and indicate the name of their respective investment managers in such confirmation.

In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.

BIDS BY SEBI REGISTERED AIFS, VCFS AND FVCIS

The SEBI AIF Regulations prescribe, among others, the investment restrictions on AIFs. Post the repeal
of the 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 fund shall not launch any new scheme after the
notification of the SEBI AIF Regulations. The SEBI FVCI Regulations prescribe the investment
restrictions on FVCIs. Category I AIFs and Category II AIFs cannot invest more than 25% of the investible
funds in one investee company directly or through investment in the units of other AIFs. A category III
AIF cannot invest more than 10% of the investible funds in one investee company directly or through
investment in the units of other AIFs. 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

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initial public offering of a venture capital undertaking.

The holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25%
of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible
funds in various prescribed instruments, including in initial public offerings.

Further, the shareholding of VCFs, Category I AIFs or Category II AIFs and FVCIs in 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 six months
from the date of purchase by the VCF or AIF or FVCI. However, if such VCFs, Category I AIFs or Category
II AIFs and FVCIs hold individually or with persons acting in concert, more than 20% of the pre-issue
shareholding of such company, this exemption from lock-in requirements will not be applicable.

There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs. All such Bidders will be treated on the
same basis with other categories for the purpose of allocation. Participation of VCFs, AIFs or FVCIs in
the Issue shall be subject to the FEMA Rules.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the Book Running Lead Manager 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 Book Running Lead Manager, 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 Book Running Lead Manager, reserves 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, (“Banking Regulation Act”), and the Master Directions - Reserve
Bank of India (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 banking company’s paid-up share capital and reserves, whichever is lower.

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 banking companies in terms of Section 6(1) of the Banking Regulation
Act, (ii) the additional acquisition is through restructuring of debt, or to protect the banking company’s
interest on loans/investments made to a company, (iii) hold along with its subsidiaries, associates or
joint ventures or entities directly or indirectly controlled by the bank, and mutual funds managed by
asset management companies controlled by the bank, more than 20% of the investee company’s paid
up share capital engaged in non-financial services. However, this cap does not apply to the cases

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mentioned in (i) and (ii) above.

Further, the aggregate investment by a banking company in all its subsidiaries and other entities
engaged in financial services and non-financial services, including overseas investments, cannot
exceed 20% of the banking company’s paid-up share capital and reserves.

The banking company is required to submit a time-bound action plan for disposal of such shares within
a specified period to RBI. A banking company would require a prior approval of RBI to make (i)
investment in a subsidiary or a financial services company that is not a subsidiary (with certain
exceptions prescribed), and (ii) investment in a non-financial services company in excess of 10% of
such investee company’s paid-up share capital as stated in para 5(a)(v)(c)(i) of the Reserve Bank of
India (Financial Services provided by Banks) Directions, 2016, as amended.

BIDS BY SCSBS

SCSBs participating in the Issue are required to comply with the terms of the circulars dated September
13, 2012, and January 2, 2013, issued by SEBI. 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 Bids.

BIDS BY INSURANCE COMPANIES

In case of Bids made by insurance companies registered with the IRDA, 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 Book Running Lead Manager, reserves the right to reject any Bid
without assigning any reason thereof. The exposure norms for insurers are prescribed under
Regulation 9 of the Insurance Regulatory and Development Authority of India (Investment)
Regulations, 2016 (“IRDAI Investment Regulations”), and are based on investments in the equity
shares of a company, the entire group of the investee company and the industry sector in which the
investee company operates. Bidders are advised to refer to the IRDAI Investment Regulations 2016,
as amended, which 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;
(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 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 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 Rs.2,50,00,000 Lakhs or more and 12% of outstanding
equity shares (face value) for insurers with investment assets of Rs.5,00,00,000 Lakhs or more but less
than Rs.2,50,00,000 Lakhs.

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Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines
and circulars issued by IRDAI, from time to time, including the IRDAI Investment Regulations for
specific investment limits applicable to them.

BIDS BY NBFC-SI

In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by RBI, a
certified copy of its last audited financial statements on a standalone basis and a net worth certificate
from its statutory auditor(s), must be attached to the Bid cum Application Form. Failing this, our
Company, in consultation with the Book Running Lead Manager, reserves the right to reject any Bid,
without assigning any reason thereof. NBFC-SI participating in the Issue 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.
In accordance with existing regulations issued by RBI, OCBs cannot participate in this Issue.

BIDS UNDER POWER OF ATTORNEY

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies,
registered societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, 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 Rs.250 million
(subject to applicable laws) and pension funds with a minimum corpus of Rs.250 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 Book Running Lead Manager, reserves 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 Book Running Lead Manager, 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 such terms and conditions that our Company, in
consultation with the Book Running Lead Manager, may deem fit.

BIDS BY PROVIDENT FUNDS/PENSION FUNDS

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum
corpus of Rs.2,500 Lakhs, a certified copy of 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 Book Running Lead Manager, reserves the right to reject
any Bid, without assigning any reason therefor.

The above information is given for the benefit of the Bidders. Our Company and the Book Running
Lead Manager are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Red Herring Prospectus. Bidders are advised to
make their independent investigations and ensure that 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 laws or regulation and as specified in the Red Herring 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

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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 and/or
the Book Running Lead Manager 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 Red Herring
Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to be listed on the
Stock Exchanges.

GENERAL INSTRUCTIONS

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or
lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Investors can revise their Bid(s) during the Bid/Issue Period and withdraw their Bid(s)
until Bid/Issue Closing Date. Anchor Investors are not allowed to withdraw or lower the size of their
Bids after the Anchor Investor Bidding Date.

Do’s:
1. 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;
2. Ensure that you have Bid within the Price Band;
3. Ensure that you (other than the Anchor Investors) have mentioned the correct ASBA Account
number (for all Bidders other than UPI Bidders Bidding using the UPI Mechanism) in the Bid cum
Application Form and such ASBA account belongs to you and no one else. Further, UPI Bidders
using the UPI Mechanism must also mention their UPI ID and shall use only their own bank
account which is linked to their UPI ID;
4. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have
their bank account, where the funds equivalent to the application amount are available for
blocking is UPI 2.0 certified by NPCI before submitting the ASBA Form to any of the Designated
Intermediaries;
5. UPI Bidders Bidding using the UPI Mechanism through the SCSBs and mobile applications shall
ensure that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed
on SEBI website. UPI bidders shall ensure that the name of the app and the UPI handle which is
used for making the application appears on the list displayed on SEBI website. An application
made using incorrect UPI handle or using a bank account of an SCSB or bank which is not
mentioned on SEBI website is liable to be rejected;
6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed
form;
7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct
and the Bidders depository account is active, as Allotment of the Equity Shares will be in
dematerialised form only;
8. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI

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 Bidders using UPI Mechanism, may submit their ASBA Forms with Syndicate Members, Registered
Brokers, CRTAs or CDPs and should ensure that the Bid cum Application Form contains the stamp
of such Designated Intermediary;
9. In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank
account holder, as the case may be) and the signature of the First Bidder is included in the Bid
cum Application Form;
10. If the First Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the
case may be), ensure that the Bid cum Application Form is signed by the ASBA Account holder (or
the UPI linked bank account holder, as the case may be). Bidders (except UPI Bidders Bidding
using the UPI Mechanism) should ensure that they have an account with an SCSB and have
mentioned the correct bank account number of that SCSB in the Bid cum Application Form. UPI
Bidders Bidding using the UPI Mechanism should ensure that they have mentioned the correct
UPI-linked bank account number and their correct UPI ID in the Bid cum Application Form;
11. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
12. 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;
13. Ensure that you request for and receive a stamped acknowledgment in the form of a counterfoil
or by specifying the application number for all your Bid options as proof of registration of the Bid
cum Application Form from the concerned Designated Intermediary;
14. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the
SCSB before submitting the Bid cum Application Form under the ASBA process to any of the
Designated Intermediaries;
15. Submit revised Bids to the same Designated Intermediary, through whom the original Bid is
placed and obtain a revised acknowledgment;
16. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by
the courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying
their PAN for transacting in the securities market, (ii) 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, and (iii) any other category of Bidders, including
without limitation, multilateral/bilateral institutions, which 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;
17. Ensure that the Demographic Details are updated, true and correct in all respects;
18. 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;
19. Ensure that the category and the investor status is indicated in the Bid cum Application Form to
ensure proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;
20. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust
etc., relevant documents, including a copy of the power of attorney, are submitted;
21. Ensure that Bids submitted by any person outside India should be in compliance with applicable
foreign and Indian laws;
22. Bidders (except UPI Bidders Bidding using the UPI Mechanism) should instruct their respective
banks to release the funds blocked in the ASBA Account under the ASBA process. UPI Bidders

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 Bidding using the UPI Mechanism, should ensure that they approve the UPI Mandate Request
generated by the Sponsor Bank to authorise blocking of funds equivalent to application amount
and subsequent debit of funds in case of Allotment, in a timely manner;
23. Note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form
and entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, Client ID and PAN available in the
Depository database, then such Bids are liable to be rejected;
24. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form
(other than for Anchor Investors and Retail Individual Investors) is submitted to a Designated
Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the
ASBA Form, is maintained has named at least one branch at that location for the Designated
Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at
[Link]);
25. 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 via the electronic
mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the
Bid cum Application Form at the time of submission of the Bid;
26. UPI Bidders Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed
and verified by opening the attachment in the UPI Mandate Request and then proceed to
authorise the UPI Mandate Request using their UPI PIN. Upon the authorisation of the mandate
using their UPI PIN, the UPI Bidder may be deemed to have verified the attachment containing
the application details of the UPI Bidder Bidding using the UPI Mechanism in the UPI Mandate
Request and have agreed to block the entire Bid Amount and authorised the Sponsor Bank to
issue a request to block the Bid Amount mentioned in the Bid Cum Application Form in their ASBA
Account;
27. UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in
case of single account) and of the First Bidder (in case of joint account) in the Bid cum Application
Form;
28. UPI Bidders Bidding using the UPI Mechanism, who have revised their Bids subsequent to making
the initial Bid, should also approve the revised UPI Mandate Request generated by the Sponsor
Bank to authorise blocking of funds equivalent to the revised Bid Amount in their account and
subsequent debit of funds in case of allotment in a timely manner;
29. Bids by Eligible NRIs, HUFs and FPIs other than individuals, corporate bodies and family offices,
for a Bid Amount of less than Rs.200,000 would be considered under the Retail Category for the
purposes of allocation and Bids for a Bid Amount exceeding Rs.200,000 would be considered
under the Non- Institutional Category for allocation in the Issue;
30. Ensure that Anchor Investors submit their Bid cum Application Forms only to the Book Running
Lead Manager;
31. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior
to 12:00 p.m. of the Working Day immediately after the Bid/ Issue Closing Date; and
32. 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.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid for a Bid Amount exceeding Rs.200,000 (for Bids by RIIs)
3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;

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5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order
or by stock invest;
6. Do not send Bid cum Application Forms by post; instead submit the same to the Designated
Intermediary only;
7. Anchor Investors should not Bid through the ASBA process;
8. Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a
location other than the Bidding Centres;
9. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant
Designated Intermediary;
10. Do not Bid at Cut-off Price (for Bids by QIBs, (subject to the Bid Amount being above Rs.200,000)
and Non-Institutional Investors);
11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue
size and/or investment limit or maximum number of the Equity Shares that can be held under the
applicable laws or regulations or maximum amount permissible under the applicable regulations
or under the terms of the Red Herring Prospectus;
12. Do not submit your Bid after 3.00 pm on the Bid/Issue Closing Date;
13. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Issue Closing Date;
14. Do not submit the General Index Register (GIR) number instead of the PAN;
15. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or
provide details for a beneficiary account which is suspended or for which details cannot be
verified by the Registrar to the Issue;
16. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are
available for blocking in the relevant ASBA Account or in the case of UPI Bidders Bidding using the
UPI Mechanism, in the UPI-linked bank account where funds for making the Bid are available;
17. 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 Investor. RIIs can revise
or withdraw their Bids on or before the Bid/Issue Closing Date;
18. 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 Bidder;
19. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by
the NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism;
20. 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;
21. 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);
22. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder
and are using UPI Mechanism, do not submit more than one Bid cum Application Form for each
UPI ID;
23. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
24. Do not submit a Bid cum Application Form with third party UPI ID or using a third-party bank
account (in case of Bids submitted by UPI Bidders using the UPI Mechanism);
25. Do not submit ASBA Bids to a Designated Intermediary at a Bidding Centre unless the SCSB where
the ASBA Account is maintained, as specified in the Bid cum Application Form, has named at least
one branch in the relevant Bidding Centre, for the Designated Intermediary to deposit ASBA
Forms (a list of such branches is available on the website of SEBI at [Link]);
26. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect
the relevant ASBA Forms or to our Company;
27. Do not Bid for Equity Shares more than what is specified by respective Stock Exchange for each
category;
28. Do not submit Bids to a Designated Intermediary at a location other than Specified Locations. If
you are UPI Bidder and are using UPI Mechanism, do not submit the ASBA Form directly with
SCSBs;

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29. Do not Bid if you are an OCB; and
30. Do not instruct your respective banks to release the funds blocked in the ASBA Account under
the ASBA process.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

Further, in case of any pre-Issue or post-Issue 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 the Company Secretary and Compliance Officer, see “General
Information” beginning on page 81.

GROUNDS OF TECHNICAL REJECTIONS

Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical
grounds:

• Amount blocked does not tally with the amount payable for the Equity Shares applied for;
• In case of partnership firms, Equity Shares may be registered in the names of the individual
partners and no firm as such shall be entitled to apply;
• Bids by persons not competent to contract under the Indian Contract Act, 1872 including minors,
insane persons;
• PAN not mentioned in the Application Form;
• Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;
• GIR number furnished instead of PAN;
• Bids for lower number of Equity Shares than specified for that category of investors;
• Bids at Cut-Off Price by NIIs;
• Bids for number of Equity Shares which are not in multiples of the Equity Shares as specified in
the Red Herring Prospectus;
• The amounts mentioned in the Bid cum Application Form/Application Form does not tally with
the amount payable for the value of the Equity Shares Bid/Applied for;
• Bids for lower number of Equity Shares than the minimum specified for that category of investors;
• Category not ticked;
• Multiple Bids as defined in the Red Herring Prospectus;
• In case of Bids under power of attorney or by limited companies, corporate, trust etc., where
relevant documents are not submitted;
• Bids accompanied by stock invest/ money order/ postal order/ cash/ cheque/ demand draft/ pay
order;
• Signature of sole Bidder is missing;
• Bid cum Application Forms are not delivered by the Bidders within the time prescribed as per the
Bid cum Application Forms, Bid/ Issue Opening Date advertisement and the Red Herring
Prospectus and as per the instructions in the Red Herring Prospectus and the Bid cum Application
Forms;
• In case, no corresponding record is available with the Depositories that matches three parameters
namely, names of the Bidders (including the order of names of joint holders), the Depository
Participant’s identity (DP ID) and the beneficiary’s account number;
• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;
• Bids by OCBs;
• Bids by US persons other than in reliance on Regulation S or “qualified institutional buyers” as
defined in Rule 144A under the Securities Act;

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• Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application
Form/Application Form at the time of blocking such Bid Amount in the bank account;
• Bids not uploaded on the terminals of the Stock Exchange; and
• Where no confirmation is received from SCSB for blocking of funds;
• Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not
mentioned as the ASBA Account in the Bid cum Application Form /Application Form. Bids not duly
signed by the sole/First Bidder.
• Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;
• Bids that do not comply with the securities laws of their respective jurisdictions are liable to be
rejected;
• Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by
SEBI or any other regulatory authority;
• Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all
applicable laws, rules, regulations, guidelines, and approvals;
• ASBA Account number or UPI ID not mentioned or incorrectly mentioned in the Bid cum
Application Form/Application Form;
• Submission of Bid cum Application Forms/Application Form using third party ASBA Bank Account;
• Submission of more than one Bid cum Application Form per UPI ID by RIIs bidding through
Designated Intermediaries;
• In case of Bids by RIIs (applying through the UPI mechanism), the UPI ID mentioned in the Bid cum
Application Form is linked to a third-party bank account;
• The UPI Mandate is not approved by Retail Individual Investor; and
• The original Bid/Application is made using the UPI mechanism and revision(s) to the
Bid/Application is made using ASBA either physically or online through the SCSB, and vice-versa.

For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the
relevant section the GID.

BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE BID
CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THE STOCK
EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID AND
CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM APPLICATION FORM IS LIABLE
TO BE REJECTED.

NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR AND
PROPER MANNER

The authorised employees of the Stock Exchanges, along with the Book Running Lead Manager and
the Registrar to the Issue, shall ensure that the Basis of Allotment is finalised in a fair and proper
manner in accordance with the procedure specified in the 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 Issued through the Issue
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
10% of the Net Issue may be made for the purpose of making Allotment in minimum Bid Lots.

The Allotment of Equity Shares to applicants other than to the Retail Individual Investors, Non-
Institutional Investors 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

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disclosed.

The Allotment of Equity Shares to each Retail Individual Investor and Non-Institutional Investor shall
not be less than the minimum Bid Lot, subject to the availability of Equity Shares in the Retail Individual
Investor category and the Non-Institutional Category, respectively, and the remaining available Equity
Shares, if any, shall be Allotted on a proportionate basis.

PAYMENT INTO ESCROW ACCOUNT FOR ANCHOR INVESTORS

Our Company, in consultation with the Book Running Lead Managers 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.
Anchor Investors are not permitted to Bid in the Issue through the ASBA process. Instead, Anchor
Investors should transfer the Bid Amount (through direct credit, RTGS or NEFT). The payment
instruments for payment into the Escrow Account should be drawn in favour of:

(i) In case of resident Anchor Investors: “PURV FLEXIPACK LIMITED – ANCHOR RESIDENT ACCOUNT”
(ii) In case of non-resident Anchor Investors: “PURV FLEXIPACK LIMITED – ANCHOR NON-RESIDENT
ACCOUNT”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been
established as an arrangement between our Company, the Syndicate, the Bankers to the Issue and
the Registrar to the Issue to facilitate collections from Anchor Investors.

ISSUANCE OF CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE ISSUE

a. Upon approval of the Basis of Allotment by the Designated Stock Exchange. The BRLM or Registrar
to the Issue shall send to the SCSBs or Sponsor Bank a list of their Bidders who have been allocated
Equity Shares in the Issue.

b. On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to
facilitate the allotment and credit of equity shares. Bidders are advised to instruct their Depository
Participants to accept the Equity Shares that may be allotted to them pursuant to the Issue.

c. The Registrar to the Issue will dispatch an Allotment Advice (CAN) to their Bidders who have been
allocated Equity Shares in the Issue. The dispatch of Allotment Advice (CAN) shall be deemed a
valid, binding and irrevocable contract for the Allotment to such Bidder.

d. The issuer will make the allotment of the Equity Shares and initiate corporate action for credit of
shares to the successful Bidders Depository Account within 2 working days of the Issue Closing
date. The Issuer also ensures the credit of shares to the successful Bidders Depository Account is
completed within one working Day from the date of allotment, after the funds are transferred
from ASBA Public Issue Account to Public Issue account of the issuer.

TERMS OF PAYMENT

The entire Issue price of Rs. [●] per share is payable on Bid cum application. In case of allotment of
lesser number of Equity Shares than the number applied, the Registrar to the Issue shall instruct the
SCSBs or Sponsor Bank to unblock the excess amount blocked.

SCSBs or Sponsor Bank will transfer the amount as per the instruction received by the Registrar to the
Public Issue Bank Account, post finalization of basis of Allotment. The balance amount after transfer

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to the Public Issue Account shall be unblocked by the SCSBs or Sponsor Bank.

The Bidders should note that the arrangement with Bankers to the Issue or the Registrar or Sponsor
Bank is not prescribed by SEBI and has been established as an arrangement between our Company,
Sponsor Bank, and Bankers to the Issue, the BRLM and the Registrar to the Issue to facilitate collections
from the Bidders.

PRICE DISCOVERY AND ALLOCATION

a) Based on the demand generated at various price levels, our Company in consultation with the
BRLM shall finalize the Issue Price.
b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various
categories of Bidders in an Issue depending on compliance with the eligibility conditions. Certain
details pertaining to the percentage of Issue size available for allocation to each category is
disclosed overleaf of the Bid cum Application Form and in the RHP. For details in relation to
allocation, the Bidder may refer to the Red Herring Prospectus.

c) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from
any other category or combination of categories at the discretion of the Issuer in consultation with
the BRLM and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations.
Unsubscribed portion in QIB Category is not available for subscription to other categories.

d) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may
be permitted from the Reserved Portion to the Issue. For allocation in the event of an under-
subscription applicable to the Issuer, Bidders may refer to the Red Herring Prospectus.

e) Allocation to Anchor Investors, if applicable shall be at the discretion of our Company and in
consultation with the BRLM, subject to compliance with the SEBI Regulations.

Illustration of the Book Building and Price Discovery Process

Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue.

Bidders can bid at any price within the Price Band. For instance, assume a Price Band of Rs. 20/- to Rs.
24/- per share, Issue size of 3,000 Equity Shares and receipt of five Bid from Bidders, details of which
are shown in the table below. The illustrative book given below shows the demand for the Equity
Shares of the Issuer at various prices and is collated from Bids received from various investors.

Applied Quantity Bid Amount (Rs.) Cumulative Quantity Subscription

500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

Price discovery is a function of demand at various prices. The highest price at which the Issuer is able
to Issue the desired number of Equity Shares is the price at which the book cuts off, i.e., Rs. 22.00 in
the above example. The Issuer in consultation with the BRLM, may finalize the Issue Price at or below
such Cut-Off Price, i.e., at or below Rs. 22.00. All Bids at or above this Issue Price and cut-off Bids are
valid Bids and are considered for allocation in the respective categories.

FILING OF ISSUE DOCUMENT

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The Draft Red Herring Prospectus has not been filed with SEBI, nor has SEBI issued any observation on
the Draft Red Herring Prospectus in terms of Regulation 246 of SEBI (ICDR) Regulations. However,
pursuant to sub regulation (5) of regulation 246, the copy of Red Herring Prospectus shall also be
furnished to the board in a soft copy. Pursuant to SEBI Circular Number
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of the Red Herring Prospectus will
be filed online through SEBI Intermediary Portal at [Link] in addition to filing with
the stock exchanges.

Additionally, in light of the SEBI notification dated March 27, 2020, our Company will submit a copy of
this Red Herring Prospectus to the email address: cfddil@[Link].

PRE-ISSUE ADVERTISEMENT

Subject to Section 30 of the Companies Act, 2013, our Company will, after filing the Red Herring
Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR
Regulations, in all editions of Financial Express, English national daily newspaper and all editions of
Jansatta, Hindi national daily newspaper and all editions of Arthik Lipi, Bengali daily newspaper in
Kolkata (Bengali being the regional language of Kolkata, where our Registered and Corporate Office is
located). Our Company shall, in the pre-Issue advertisement state the Bid/Issue Opening Date, the
Bid/Issue Closing Date and the QIB Bid/Issue Closing Date. This advertisement, subject to the
provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of
Schedule X of the SEBI ICDR Regulations.

POST-ISSUE ADVERTISEMENT

Our Company, the BRLM and the Registrar to the Issue shall publish a post-Issue advertisement in
terms of Regulation 51(1) of SEBI ICDR Regulations on or before the date of commencement of trading,
disclosing the date of commencement of trading in all editions of Financial Express, an English national
daily newspaper, all editions of Jansatta, a Hindi national daily newspaper, and all editions of Arthik
Lipi, a Bengali daily newspaper (Bengali being the regional language of Kolkata where our Registered
and Corporate Office is located), each with wide circulation.

The above information is given for the benefit of the Bidders/applicants. Our Company 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 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 UNDERWRITING AGREEMENT AND FILING OF PROSPECTUS WITH THE ROC

Our Company intend to enter into an Underwriting Agreement with the Underwriters on or
immediately after the determination of the Issue Price. After signing the Underwriting Agreement, the
Company will file the Prospectus with the RoC. The Prospectus would have details of the Issue Price,
Anchor Investor Issue Price, Issue size and underwriting arrangements and would be complete in all
material respects.

UNDERTAKINGS BY OUR COMPANY

Our Company undertakes the following:

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(i) The complaints received in respect of the Issue shall be attended to by our Company expeditiously
and satisfactorily;
(ii) All steps will be taken 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 within
such timeline as may be prescribed by SEBI;
(iii) Adequate arrangements shall be made to collect all Bid cum Application Forms;
(iv) If the Allotment is not made within the prescribed time under applicable law, application monies
will be refunded/unblocked in the ASBA Accounts within two days from the Bid/Issue Closing
Date or such other time as may be specified by SEBI, failing which our Company shall pay interest
prescribed under the Companies Act, 2013 and the SEBI ICDR Regulations for the delayed period;
(v) Funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall
be made available to the Registrar to the Issue by our Company;
(vi) Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within two days from the Bid/Issue Closing Date, or
such time period as specified by SEBI, giving details of the bank where refunds shall be credited
along with amount and expected date of electronic credit of refund;
(vii) No further issue of Equity Shares shall be made until the Equity Shares Issued through the Red
Herring Prospectus are listed or until the Bid monies are refunded/unblocked in the ASBA
Accounts on account of non-listing, under-subscription etc.;
(viii) If our Company do not proceed with the Issue after the Bid/Issue Closing Date but prior to
Allotment, the reason thereof shall be given as a public notice within two days of the Bid/Issue
Closing Date. The public notice shall be issued in the same newspapers where the pre-Issue
advertisements are published. The Stock Exchanges on which the Equity Shares are proposed to
be listed shall also be informed promptly;
(ix) If our Company withdraw the Issue after the Bid/Issue Closing Date, our Company shall be
required to file a fresh draft Issue document with SEBI, in the event our Company subsequently
decides to proceed with the Issue;
(x) The Minimum Promoters’ Contribution, if any, shall be brought in advance before the Bid/Issue
Opening Date and the balance, if any, shall be brought in on a pro rata basis before calls are made
on the Allottees, in accordance with the applicable provisions of the SEBI ICDR Regulations;
(xi) The allotment of securities/refund confirmation to Eligible NRIs shall be dispatched within
specified time; and
(xii) 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.

IMPERSONATION

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities
to him, or to any other person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013, includes frauds involving an
amount of at least Rs. 10,00,000/- or one per cent. of the turnover of the Company, whichever is
lower, imprisonment for a term of not less than six (6) months extending up to ten (10) years (provided

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that where the fraud involves public interest, such term shall not be less than three (3) years) and fine
of an amount not less than the amount involved in the fraud, extending up to three times of such
amount. Where the fraud involves an amount less than Rs. 10,00,000/- (Rupees Ten lakhs only) or one
per cent (1%) 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 (5) years or with fine which may extend to Rs. 50,00,000/- (Rupees Fifty lakhs only) or with
both.

UTILISATION OF ISSUE PROCEEDS

The Board certifies that:

(i) 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;
(ii) details of all monies utilised out of the Fresh Issue 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
(iii) 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.

BASIS OF ALLOCATION

1. For Retail Individual Bidders

Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped
together to determine the total demand under this category. The Allotment to all the successful
Retail Individual Bidders will be made at the Issue Price.

The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment
to Retail Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the
Issue Price. If the aggregate demand in this category is less than or equal to 19,00,800 Equity Shares
at or above the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the
extent of their valid Bids.

If the aggregate demand in this category is greater than 19,00,800 Equity Shares at or above the
Issue Price, the Allotment shall be made on a proportionate basis up to a minimum of [●] Equity
Shares and in multiples of [●] Equity Shares thereafter.

2. For Non-Institutional Bidders

Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together
to determine the total demand under this category. The Allotment to all successful Non-
Institutional Bidders will be made at the Issue Price.

The Issue size less Allotment to QIBs and Retail shall be available for Allotment to Non- Institutional
Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the
aggregate demand in this category is less than or equal to 8,44,800 Equity Shares at or above the
Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand.

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 In case the aggregate demand in this category is greater than 8,44,800 Equity Shares at or above
the Issue Price, Allotment shall be made on a proportionate basis up to a minimum of [●] Equity
Shares and in multiples of [●] Equity Shares thereafter.

DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES

• Designated Date: On the Designated Date, the Registrar to the Issue shall instruct the SCSBs or
Sponsor Bank to unblock funds represented by allocation of Equity Shares from ASBA Accounts
into the Public Issue Account.
• Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock
Exchange, the Registrar shall upload the same on its website. On the basis of the approved Basis
of Allotment, the Issuer shall pass necessary corporate action to facilitate the Allotment and
credit of Equity Shares. Bidders are advised to instruct their Depository Participant to accept
the Equity Shares that may be allotted to them pursuant to the Issue.

• Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice
to the Bidders who have been Allotted Equity Shares in the Issue.

• The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.

The issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) initiate corporate action for
credit of shares to the successful Bidders Depository Account will be completed within 2 Working
Days of the Issue Closing Date. The Issuer also ensures the credit of shares to the successful Bidder
depository account is completed within one Working Day from the date of Allotment, after the
funds are transferred from the Public Issue Account on the Designated Date.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, the FDI Policy,
FEMA and rules and regulations made thereunder. 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 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 government bodies
responsible for granting foreign investment approvals are the RBI and the Department for Promotion
of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (“DPIIT”).

The Government has from time to time made policy pronouncements on FDI through press notes and
press releases. The DPIIT has issued a consolidated FDI Policy, which with effect from October 15,
2020, consolidates and supersedes all previous press notes, press releases and clarifications on FDI
issued by the DPIIT that were in force and effect as on October 15, 2020. The Government has also
enacted Foreign Exchange Management (Non-debt Instruments) Rules, 2019 and Foreign Exchange
Management (Debt Instruments) Regulations, 2019 in supersession of Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 and the Foreign
Exchange Management (Acquisition and Transfer of Immovable Property in India) Regulations, 2018.
Consequent to the Foreign Exchange Management (Non-Debt Instrument) Rules, 2019, the Reserve
Bank has issued Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt
Instrument) Regulation, 2019 which governs the mode of payment and reporting requirements for
investment in India by a person resident outside India.

As per the FDI Policy, FDI in companies engaged in the trading sector is permitted up to 100% of the
paid-up share capital of such company under the automatic route.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue. For further
details, see the chapter titled “Issue Procedure” beginning on page 403.

Investment by Foreign Portfolio Investors (FPIs)

FPIs are permitted to subscribe to Equity Shares of an Indian Company in a public issue without the
prior approval of the RBI, so long as the price of the Equity Shares to be issued is not less than the
price at which the Equity Shares are issued to residents. SEBI registered FPIs have been permitted to
purchase shares of an Indian company through issue, subject to total FPI investment being within the
individual FPI investment limit of below 10% of the total paid-up equity capital of the Indian Company
on a fully diluted basis, or less than 10% 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 FPIs put
together, including any other direct and indirect foreign investments in the Indian company by the
FPIs permitted under Foreign Exchange Management (Non-debt Instruments) Rules, 2019, shall not
exceed 24% of the paid-up equity capital of the Indian company on a fully diluted basis. However, this
aggregate limit of 24% may be increased up to sectoral cap/statutory ceiling, as applicable, by the
Indian company concerned by passing a resolution by its Board of Directors followed by passing of a
special resolution to that effect by its general body.

With effect from April 01, 2020, the aggregate limit shall be the sectoral caps applicable to the Indian
company as laid out in sub-paragraph (b) of paragraph 3 of Schedule I of the Foreign Exchange
Management (Non-debt Instruments) Rules, 2019, with respect to its paid-up equity capital on a fully
diluted basis or such same sectoral cap percentage of paid-up value of each series of debentures or
preference shares or share warrants. The aggregate limit as provided above may be decreased by the

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Indian company concerned to a lower threshold limit of 24% or 49% or 74% as deemed fit, with the
approval of its Board of Directors and its General Body through a resolution and a special resolution,
respectively before March 31, 2020. The Indian company which has decreased its aggregate limit to
24% or 49% or 74%, may increase such aggregate limit to 49% or 74% or the sectoral cap or statutory
ceiling respectively as deemed fit, with the approval of its Board of Directors and its General Body
through a resolution and a special resolution, respectively; however, once the aggregate limit has been
increased to a higher threshold, the Indian company cannot reduce the same to a lower threshold.

Subscription by Non-Resident Indians (NRI) or Overseas Citizen of India (OCI) on Repatriation Basis

As per Schedule III of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, a NRI
or OCI may purchase or sell shares of a listed Indian company on repatriation basis, on a recognised
stock exchange in India, subject to the conditions that NRIs or OCIs may purchase and sell shares
through a branch designated by an authorised dealer for the purpose; and the total holding by any
individual NRI or OCI shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or
should 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 warrants. 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 company.

Investment by NRI or OCI on Non-Repatriation Basis

As per Schedule IV of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019,
purchase by an NRI/ OCI, including a company, a trust and a partnership firm incorporated outside
India and owned and controlled by NRIs/OCIs, on non-repatriation basis of shares and convertible
debentures or warrants issued by a company without any limit either on the stock exchange or
outside, it will be deemed to be domestic investment at par with the investment made by residents.
This is further subject to remittance channel restrictions. However, NRI/ OCI, including a company, a
trust and a partnership firm incorporated outside India and owned and controlled by NRIs/OCIs, is
prohibited from making any investment, under Schedule IV, in capital instruments or units of a Nidhi
company or a company engaged in agricultural/ plantation activities or real estate business or
construction of farmhouses or dealing in transfer of development rights.

Investment by other Non-Resident Investors

As per Schedule I of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, a
person resident outside India may purchase capital instruments of a listed Indian company on a
stock exchange in India provided the person resident outside India making the investment has
already acquired control of such company in accordance with SEBI (Substantial Acquisition of Shares
and Takeover) Regulations, 2011 and continues to hold such control and the amount of
consideration may be paid as per the mode of payment as prescribed by RBI i.e. Regulation 3 of
Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instrument)
Regulation 2019 under or out of the dividend payable by Indian investee company in which the
person resident outside India has acquired and continues to hold the control in accordance with
SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 provided the right to
receive dividend is established and the dividend amount has been credited to a specially designated
non-interest bearing rupee account for acquisition of shares on the recognized stock exchange.

Investors are advised to refer to the exact text of the relevant statutory provisions of law before
investing and / or subsequent purchase or sale transaction in the Equity Shares of Our Company.

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No person shall make an application in the Issue, unless such person is eligible to acquire Equity Shares
of our Company in accordance with applicable laws, rules, regulations, guidelines, and approvals.

The Equity Shares offered in the Issue have not been and will not be registered under the U.S.
Securities Act and may not be offered or sold within U.S., except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the U.S. Securities Act and other
applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold (i)
within U.S. to persons reasonably believed to be “qualified institutional buyers” (as defined in
Section 230.144A of Part 230, Chapter II, Title 17 of the Code of Federal Regulations) in transactions
exempt from, or not subject to, the registration requirements of the U.S. Securities Act, and (ii)
outside U.S. 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 occur.

The above information is given for the benefit of the Applicants. Our Company and the LM are not
liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Draft Prospectus. Applicants are advised to make their independent
investigations and ensure that the Applications are not in violation of laws or regulations applicable
to them.

The above information is given for the benefit of the Applicants. Our Company and the LM are not
liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Draft Prospectus. The Applicants are advised to make their independent
investigations and ensure that the Applications are not in violation of laws or regulations applicable
to them.

Investment by Non-Resident Entities in India under FDI Policy 2020:

The FDI Policy 2020 provides that a non-resident entity can invest in India, subject to the FDI Policy
except in those sectors/activities which are prohibited. However, an entity 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 invest only under the Government route. Further, a citizen of
Pakistan or an entity incorporated in Pakistan can invest, only under the Government route, in
sectors/activities other than defence, space, atomic energy and sectors/activities prohibited for
foreign investment. In the event of the transfer of ownership of any existing or future FDI in an entity
in India, directly or indirectly, resulting in the beneficial ownership falling within the
restriction/purview as mentioned herein, such subsequent change in beneficial ownership will also
require Government approval. The same is in line with the Press Note No. 3(2020 Series) dated April
17, 2020 as issued by the Department for Promotion of Industry and Internal Trade, Ministry of
Commerce & Industry, Government of India and Foreign Exchange Management (Non-debt
instrument) Amendment Rules, 2020 notified by Central Government through notification dated April
22, 2020 in order to curb opportunistic takeover/acquisition of Indian Companies due to current
COVID-19 pandemic conditions.

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 SECTION IX – MAIN PROVISIONS OF 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:

Pursuant to the Companies Act and the SEBI ICDR Regulations the main provisions of our Articles of
Association relating to, among others, voting rights, dividend, lien, forfeiture, restrictions on transfer
and transmission of Equity Shares or debentures and/or on their consolidation/splitting are detailed
below. Please note that each provision herein below is numbered as per the corresponding article
number in our Articles and capitalised/ defined terms herein have the same meaning given to them in
our Articles. Subject to our Articles, any words or expression defined in the Companies Act, 2013 shall,
except so where the subject or context for bids bear the same meaning in these Articles.

The name of the Company was changed to Purv Flexipack Limited pursuant to conversion of private
company to public company vide special resolution passed in the Extra Ordinary General Meeting of
the members of the company held on February, 02, 2023. New set of Articles of Association is adopted
vide special resolution passed in the Extra Ordinary General Meeting of the members of the company
held on February, 02, 2023.

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1. The Regulations contained in Table ‘F’ in Schedule I to the Table F Applicability.
Companies Act, 2013 shall not apply to the Company, except in so
far as the same are repeated, contained or expressly made
applicable in these Regulations or by the said act. The regulations
for the management of the Company and for the observance of the
members thereto and their representatives shall, subject to the
exercise of the Statutory powers of the Company with reference to
the deletion or alteration of or addition to its regulations by
resolution as prescribed or permitted by the said act, be such as are
contained in these regulations.
Interpretation Clause
2. In the interpretation of these Articles the following expressions shall
have the following meanings unless repugnant to the subject or
context:
(a) "The Act", “the Companies Act” or “the said Act” means the Act
Companies Act, 2013 and includes any statutory modification or
re-enactment thereof.
(b) “These Articles" means Articles of Association for the time being Articles
in force or as may be altered from time to time vide Special
Resolution.
(c) “Auditors" means and includes those persons appointed as such Auditors
for the time being of the Company.
(d) "Capital" means the share capital for the time being raised or Capital
authorized to be raised for the purpose of the Company.
(e) “The Company” shall mean Purv Flexipack Limited#
(f) “Executor” or “Administrator” means a person who has obtained Executor
a probate or letter of administration, as the case may be from a or Administrator
Court of competent jurisdiction and shall include a holder of a
Succession Certificate authorizing the holder thereof to
negotiate or transfer the Share or Shares of the deceased
Member and shall also include the holder of a Certificate granted

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by the Administrator General under section 31 of the
Administrator General Act, 1963.
(g) "Legal Representative" means a person who in law represents Legal Representative
the estate of a deceased Member.
(h) Words importing the masculine gender also include the feminine Gender
gender.
(i) "In Writing" and “Written" includes printing lithography and In Writing and Written
other modes of representing or reproducing words in a visible
form.
# The name of the Company was changed to Purv Flexipack Limited pursuant to conversion of private
company to public company and adoption of new set of articles of association vide special resolution
passed by the members at their Extraordinary General Meeting of the company held on 02.02.2023.

(j) The marginal notes hereto shall not affect the construction Marginal notes
thereof.
(k) “Meeting” or “General Meeting” means a meeting of members. Meeting or General
Meeting
(l) "Month" means a calendar month. Month
(m) "Annual General Meeting" means a General Meeting of the Annual General Meeting
Members held in accordance with the provision of section 96 of
the Act.
(n) "Extra-Ordinary General Meeting" means an Extraordinary Extra-Ordinary General
General Meeting of the Members duly called and constituted and Meeting
any adjourned holding thereof.
(o) “National Holiday” means and includes a day declared as National Holiday
National Holiday by the Central Government.
(p) “Non-retiring Directors” means a director not subject to Non-retiring Directors
retirement by rotation.
(q) "Office” means the registered Office of the Company. Office
(r) “Ordinary Resolution” and “Special Resolution” shall have the Ordinary and Special
meanings assigned thereto by Section 114 of the Act. Resolution
(s) “Person" shall be deemed to include corporations and firms as Person
well as individuals.
(t) “Proxy” means an instrument whereby any person is authorized Proxy
to vote for a member at General Meeting or Poll and includes
attorney duly constituted under the power of attorney.
(u) “The Register of Members” means the Register of Members to Register of Members
be kept pursuant to Section 88(1) (a) of the Act.
(v) Words importing the Singular number include where the context Singular number
admits or requires the plural number and vice versa.
(w) “The Statutes” means the Companies Act, 2013 and every other Statutes
Act for the time being in force affecting the Company.
(x) “These presents” means the Memorandum of Association and These presents
the Articles of Association as originally framed or as altered from
time to time.
(y) “Variation” shall include abrogation; and “vary” shall include Variation
abrogate.
(z) “Year” means the calendar year reckoned according to the British Year and Financial Year
calendar (also called Gregorian calendar) and “Financial Year”

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shall have the meaning assigned thereto by Section 2(41) of the
Act.
(aa) Any reference to the words “in writing” or “written” includes in writing or written
printing, typing, lithography and other means of reproducing
words in visible form.
(ab) Save as aforesaid any words and expressions contained in these Expressions in the Act to
Articles shall bear the same meanings as in the Act or any bear the same meaning
statutory modifications thereof for the time being in force. in Articles
CAPITAL
3. (a) The Authorized Share Capital of the Company shall be such Authorized Capital
amount as may be mentioned in Clause V of Memorandum of
Association of the Company from time to time.
4. The Company may in General Meeting from time to time by Increase of capital by
Ordinary Resolution increase its capital by creation of new Shares the Company how
which may be unclassified and may be classified at the time of issue carried into effect
in one or more classes and of such amount or amounts as may be
deemed expedient. The new Shares shall be issued upon such terms
and conditions and with such rights and privileges annexed thereto
as the resolution shall prescribe and in particular, such Shares may
be issued with a preferential or qualified right to dividends and in
the distribution of assets of the Company and with a right of voting
at General Meeting of the Company in conformity with Section 47
of the Act. Whenever the capital of the Company has been increased
under the provisions of this Article the Directors shall comply with
the provisions of Section 64 of the Act.

Further provided that the option or right to call of shares shall not
be given to any person except with the sanction of the Company in
general meeting.
5. Except so far as otherwise provided by the conditions of issue or by New Capital same as
these Presents, any capital raised by the creation of new Shares shall existing capital
be considered as part of the existing capital, and shall be subject to
the provisions herein contained, with reference to the payment of
calls and installments, forfeiture, lien, surrender, transfer and
transmission, voting and otherwise.
6. The Board shall have the power to issue a part of authorized capital Non-Voting Shares
by way of non-voting Shares at price(s) premia, dividends, eligibility,
volume, quantum, proportion and other terms and conditions as
they deem fit, subject however to provisions of law, rules,
regulations, notifications and enforceable guidelines for the time
being in force.
7. Subject to the provisions of the Act and these Articles, the Board of Redeemable Preference
Directors may issue redeemable preference shares to such persons, Shares
on such terms and conditions and at such times as Directors think
fit either at premium or at par, and with full power to give any
person the option to call for or be allotted shares of the company
either at premium or at par, such option being exercisable at such
times and for such consideration as the Board thinks fit.
8. The holder of Preference Shares shall have a right to vote only on Voting rights of
Resolutions, which directly affect the rights attached to his preference shares
Preference Shares.

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9. On the issue of redeemable preference shares under the provisions Provisions to apply on
of Article 7 hereof, the following provisions-shall take effect: issue of Redeemable
(a) No such Shares shall be redeemed except out of profits of which Preference Shares
would otherwise be available for dividend or out of proceeds of a
fresh issue of shares made for the purpose of the redemption;
(b) No such Shares shall be redeemed unless they are fully paid;
(c) Subject to section 55(2)(d)(i) the premium, if any payable on
redemption shall have been provided for out of the profits of the
Company or out of the Company's security premium account,
before the Shares are redeemed;
(d) Where any such Shares are redeemed otherwise then 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 "the 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
55 of the Act apply as if the Capital Redemption Reserve Account
were paid-up share capital of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the
redemption of preference shares hereunder may be effected in
accordance with the terms and conditions of their issue and in the
absence of any specific terms and conditions in that behalf, in such
manner as the Directors may think fit. The reduction of Preference
Shares under the provisions by the Company shall not be taken as
reducing the amount of its Authorized Share Capital
10. The Company may (subject to the provisions of sections 52, 55, 66, Reduction of capital
both inclusive, and other applicable provisions, if any, of the Act)
from time to time by Special Resolution reduce
(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account
In any manner for the time being, authorized by law and in particular
capital may be paid off on the footing that it may be called up again
or otherwise. This Article is not to derogate from any power the
Company would have, if it were omitted.
11. Any debentures, debenture-stock or other securities may be issued Debentures
at a discount, premium or otherwise and may be issued on condition
that they shall be convertible into shares of any denomination and
with any privileges and conditions as to redemption, surrender,
drawing, allotment of shares, attending (but not voting) at the
General Meeting, appointment of Directors and otherwise.
Debentures with the right to conversion into or allotment of shares
shall be issued only with the consent of the Company in the General
Meeting by a Special Resolution.
12. The Company may exercise the powers of issuing sweat equity Issue of Sweat Equity
shares conferred by Section 54 of the Act of a class of shares already Shares
issued subject to such conditions as may be specified in that sections
and rules framed thereunder.
13. The Company may issue shares to Employees including its Directors ESOP
other than independent directors and such other persons as the

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rules may allow, under Employee Stock Option Scheme (ESOP) or
any other scheme, if authorized by a Special Resolution of the
Company in general meeting subject to the provisions of the Act,
the Rules and applicable guidelines made there under, by whatever
name called.
14. Notwithstanding anything contained in these articles but subject to Buy Back of shares
the provisions of sections 68 to 70 and any other applicable
provisions of the Act or any other law for the time being in force,
the company may purchase its own shares or other specified
securities.
15. Subject to the provisions of Section 61 of the Act, the Company in Consolidation, Sub-
general meeting may, from time to time, sub-divide or consolidate Division And
all or any of the share capital into shares of larger amount than its Cancellation
existing share or sub-divide its shares, or any of them into shares of
smaller amount than is fixed by the Memorandum; subjected
nevertheless, to the provisions of clause (d) of sub-section (1) of
Section 61; Subject as aforesaid the Company in general meeting
may also cancel shares which have not been taken or agreed to be
taken by any person and diminish the amount of its share capital by
the amount of the shares so cancelled.
16. Subject to compliance with applicable provision of the Act and rules Issue of Depository
framed thereunder the company shall have power to issue Receipts
depository receipts in any foreign country.
17. Subject to compliance with applicable provision of the Act and rules Issue of Securities
framed thereunder the company shall have power to issue any kind
of securities as permitted to be issued under the Act and rules
framed thereunder.
MODIFICATION OF CLASS RIGHTS
18. (a) If at any time the share capital, by reason of the issue of Modification of rights
Preference Shares or otherwise is divided into different classes of
shares, all or any of the rights privileges attached to any class (unless
otherwise provided by the terms of issue of the shares of the class)
may, subject to the provisions of Section 48 of the Act and whether
or not the Company is being wound-up, be varied, modified or dealt,
with the consent in writing of the holders of not less than three-
fourths of the issued shares of that class or with the sanction of a
Special Resolution passed at a separate general meeting of the
holders of the shares of that class. The provisions of these Articles
relating to general meetings shall mutatis mutandis apply to every
such separate class of meeting.
Provided that if variation by one class of shareholders affects the
rights of any other class of shareholders, the consent of three-
fourths of such other class of shareholders shall also be obtained
and the provisions of this section shall apply to such variation.
(b) The rights conferred upon the holders of the Shares including New Issue of Shares not
Preference Share, if any) of any class issued with preferred or other to affect rights attached
rights or privileges shall, unless otherwise expressly provided by the to existing shares of that
terms of the issue of shares of that class, be deemed not to be class.
modified, commuted, affected, abrogated, dealt with or varied by
the creation or issue of further shares ranking pari-passu therewith.

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19. Subject to the provisions of Section 62 of the Act and these Articles, Shares at the disposal of
the shares in the capital of the company for the time being shall be the Directors.
under the control of the Directors who may issue, allot or otherwise
dispose of the same or any of them to such persons, in such
proportion and on such terms and conditions and either at a
premium or at par and at such time as they may from time to time
think fit and with the sanction of the company in the General
Meeting to give to any person or persons the option or right to call
for any shares either at par or premium during such time and for
such consideration as the Directors think fit, and may issue and allot
shares in the capital of the company on payment in full or part of
any property sold and transferred or for any services rendered to
the company in the conduct of its business and any shares which
may so be allotted may be issued as fully paid up shares and if so
issued, shall be deemed to be fully paid shares.
20. The Company may issue shares or other securities in any manner Power to issue shares
whatsoever including by way of a preferential offer, to any persons on preferential basis.
whether or not those persons include the persons referred to in
clause (a) or clause (b) of sub-section (1) of section 62 subject to
compliance with section 42 and 62 of the Act and rules framed
thereunder.
21. The shares in the capital shall be numbered progressively according Shares should be
to their several denominations, and except in the manner Numbered progressively
hereinbefore mentioned no share shall be sub-divided. Every and no share to be
forfeited or surrendered share shall continue to bear the number by subdivided.
which the same was originally distinguished.
22. An application signed by or on behalf of an applicant for shares in Acceptance of Shares.
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 on the Register shall for the purposes of these Articles, be a
Member.
23. Subject to the provisions of the Act and these Articles, the Directors Directors may allot
may allot and issue shares in the Capital of the Company as payment shares as fully paid-up
or part payment for any property (including goodwill of any
business) sold or transferred, goods or machinery supplied or for
services rendered to the Company either in or about the formation
or promotion of the Company or 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 in cash, and if so issued, shall be
deemed to be fully paid-up or partly paid-up shares as aforesaid.
24. The money (if any) which the Board shall on the allotment of any Deposit and call [Link]
shares being made by them, require or direct to be paid by way of be a debt payable
deposit, call or otherwise, in respect of any shares allotted by them immediately.
shall become a debt due to and recoverable by the Company from
the allottee thereof, and shall be paid by him, accordingly.
25. Every Member, or his heirs, executors, administrators, or legal Liability of Members.
representatives, 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

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with the Company’s regulations, require on date fixed for the
payment thereof.
26. Shares may be registered in the name of any limited company or Registration of Shares.
other corporate body but not in the name of a firm, an insolvent
person or a person of unsound mind.
RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON
ALLOTMENT
27. The Board shall observe the restrictions as regards allotment of
shares to the public, and as regards return on allotments contained
in Sections 39 of the Act
CERTIFICATES
28. (a) Every member shall be entitled, without payment, to one or Share Certificates.
more certificates in marketable lots, for all the shares of each class
or denomination registered in his name, or if the Directors so
approve (upon paying such fee as provided in the relevant laws) to
several certificates, each for one or more of such shares and the
company shall complete and have ready for delivery such
certificates within two months from the date of allotment, unless
the conditions of issue thereof otherwise provide, or within one
month of the receipt of application for registration of transfer,
transmission, sub-division, consolidation or renewal of any of its
shares as the case may be. Every certificate of shares shall be under
the seal of the company and shall specify the number and distinctive
numbers of shares in respect of which it is issued and amount paid-
up thereon and shall be in such form as the directors may prescribe
or approve, provided that in respect of a share or shares held jointly
by several persons, the company shall not be bound to issue more
than one certificate and delivery of a certificate of shares to one of
several joint holders shall be sufficient delivery to all such holder.
Such certificate shall be issued only in pursuance of a resolution
passed by the Board and on surrender to the Company of its letter
of allotment or its fractional coupons of requisite value, save in
cases of issues against letter of acceptance or of renunciation or in
cases of issue of bonus shares. Every such certificate shall be issued
under the seal of the Company, which shall be affixed in the
presence of two Directors or persons acting on behalf of the
Directors under a duly registered power of attorney and the
Secretary or some other person appointed by the Board for the
purpose and two Directors or their attorneys and the Secretary or
other person shall sign the share certificate, provided that if the
composition of the Board permits of it, at least one of the aforesaid
two Directors shall be a person other than a Managing or whole-
time Director. Particulars of every share certificate issued shall be
entered in the Register of Members against the name of the person,
to whom it has been issued, indicating the date of issue.
(b) Any two or more joint allottees of shares shall, for the
purpose of this Article, be treated as a single member, and the
certificate of any shares which may be the subject of joint
ownership, may be delivered to anyone of such joint owners on
behalf of all of them. For any further certificate the Board shall be
entitled, but shall not be bound, to prescribe a charge not exceeding

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Rupees Fifty. The Company shall comply with the provisions of
Section 39 of the Act.
(c) A Director may sign a share certificate by affixing his
signature thereon by means of any machine, equipment or other
mechanical means, such as engraving in metal or lithography, but
not by means of a rubber stamp provided that the Director shall be
responsible for the safe custody of such machine, equipment or
other material used for the purpose.
29. If any certificate be worn out, defaced, mutilated or torn or if there Issue of new certificates
be no further space on the back thereof for endorsement of in place of those
transfer, then upon production and surrender thereof to the defaced, lost or
Company, a new Certificate may be issued in lieu thereof, and if any destroyed.
certificate lost or destroyed then upon proof thereof to the
satisfaction of the company and on execution of such indemnity as
the company deem adequate, being given, a new Certificate in lieu
thereof shall be given to the party entitled to such lost or destroyed
Certificate. Every Certificate under the Article shall be issued
without payment of fees if the Directors so decide, or on payment
of such fees (not exceeding Rs.50/- for each certificate) as the
Directors shall prescribe. Provided that no fee shall be charged for
issue of new certificates in replacement of those which are old,
defaced or worn out or where there is no further space on the back
thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors
shall comply with such Rules or Regulation or requirements of any
Stock Exchange or the Rules made under the Act or the rules made
under Securities Contracts (Regulation) Act, 1956, or any other Act,
or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to
debentures of the Company.
30. (a) If any share stands in the names of two or more persons, the The first named joint
person first named in the Register shall as regard receipts of holder deemed Sole
dividends or bonus or service of notices and all or any other matter holder.
connected with the Company except voting at meetings, and the
transfer of the shares, be deemed sole holder thereof but the joint-
holders of a share shall be severally as well as jointly liable for the
payment of all calls and other payments due in respect of such share
and for all incidentals thereof according to the Company’s
regulations.
(b) The Company shall not be bound to register more than three Maximum number of
persons as the joint holders of any share. joint holders.
31. Except as ordered by a Court of competent jurisdiction or as by law Company not bound to
required, the Company shall not be bound to recognise any recognise any interest in
equitable, contingent, future or partial interest in any share, or share other than that of
(except only as is by these Articles otherwise expressly provided) registered holders.
any right in respect of a share other than an absolute right thereto,
in accordance with these Articles, in the person from time to time
registered as the holder thereof but the Board shall be at liberty at
its sole discretion to register any share in the joint names of any two
or more persons or the survivor or survivors of them.

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32. If by the conditions of allotment of any share the whole or part of Installment on shares to
the amount or issue price thereof shall be payable by installment, be duly paid.
every such installment shall when due be paid to the Company by
the person who for the time being and from time to time shall be
the registered holder of the share or his legal representative.
UNDERWRITING AND BROKERAGE
33. Subject to the provisions of Section 40 (6) of the Act, the Company Commission
may at any time pay a commission to any person in consideration of
his subscribing or agreeing, to subscribe (whether absolutely or
conditionally) for any shares or debentures in the Company, or
procuring, or agreeing to procure subscriptions (whether absolutely
or conditionally) for any shares or debentures in the Company but
so that the commission shall not exceed the maximum rates laid
down by the Act and the rules made in that regard. Such commission
may be satisfied by payment of cash or by allotment of fully or partly
paid shares or partly in one way and partly in the other.
34. The Company may pay on any issue of shares and debentures such Brokerage
brokerage as may be reasonable and lawful.
CALLS
35. (1) The Board may, from time to time, subject to the terms on which Directors may make
any shares may have been issued and subject to the conditions of calls
allotment, by a resolution passed at a meeting of the Board and not
by a circular resolution, make such calls as it thinks fit, upon the
Members in respect of all the moneys unpaid on the shares held by
them respectively and each Member shall pay the amount of every
call so made on him to the persons and at the time and places
appointed by the Board.
(2) A call may be revoked or postponed at the discretion of the
Board.
(3) A call may be made payable by installments.
36. Fifteen days’ notice in writing of any call shall be given by the Notice of Calls
Company specifying the time and place of payment, and the person
or persons to whom such call shall be paid.
37. A call shall be deemed to have been made at the time when the Calls to date from
resolution of the Board of Directors authorising such call was passed resolution.
and may be made payable by the members whose names appear on
the Register of Members on such date or at the discretion of the
Directors on such subsequent date as may be fixed by Directors.
38. Whenever any calls for further share capital are made on shares, Calls on uniform basis.
such calls shall be made on uniform basis on all shares falling under
the same class. For the purposes of this Article shares of the same
nominal value of which different amounts have been paid up shall
not be deemed to fall under the same class.
39. The Board may, from time to time, at its discretion, extend the time Directors may extend
fixed for the payment of any call and may extend such time as to all time.
or any of the members who on account of the residence at a
distance or other cause, which the Board may deem fairly entitled
to such extension, but no member shall be entitled to such
extension save as a matter of grace and favour.
40. If any Member fails to pay any call due from him on the day Calls to carry interest.
appointed for payment thereof, or any such extension thereof as

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aforesaid, he shall be liable to pay interest on the same from the day
appointed for the payment thereof to the time of actual payment at
such rate as shall from time to time be fixed by the Board not
exceeding 21% per annum but nothing in this Article shall render it
obligatory for the Board to demand or recover any interest from any
such member.
41. If by the terms of issue of any share or otherwise any amount is Sums deemed to be
made payable at any fixed time or by installments at fixed time calls.
(whether on account of the amount of the share or by way of
premium) every such amount or installment shall be payable as if it
were a call duly made by the Directors and of which due notice has
been given and all the provisions herein contained in respect of calls
shall apply to such amount or installment accordingly.
42. On the trial or hearing of any action or suit brought by the Company Proof on trial of suit for
against any Member or his representatives for the recovery of any money due on shares.
money claimed to be due to the Company in respect of his shares, if
shall be sufficient to prove that the name of the Member in respect
of whose shares the money is sought to be recovered, appears
entered on the Register of Members as the holder, at or subsequent
to the date at which the money is sought to be recovered is alleged
to have become due on the share in respect of which such money is
sought to be recovered in the Minute Books: and that notice of such
call was duly given to the Member or his representatives used in
pursuance of these Articles: and that it shall not be necessary to
prove the appointment of the Directors who made such call, nor
that a quorum of Directors was present at the Board at which any
call was made was duly convened or constituted nor any other
matters whatsoever, but the proof of the matters aforesaid shall be
conclusive evidence of the debt.
43. Neither a judgment nor a decree in favour of the Company for calls Judgment, decree,
or other moneys due in respect of any shares nor any part payment partial payment motto
or satisfaction thereunder nor the receipt by the Company of a proceed for forfeiture.
portion of any money which shall from time to time be due from any
Member of the Company in respect of his shares, either by way of
principal or interest, nor any indulgence granted by the Company in
respect of the payment of any such money, shall preclude the
Company from thereafter proceeding to enforce forfeiture of such
shares as hereinafter provided.
44. (a) The Board may, if it thinks fit, receive from any Member Payments in
willing to advance the same, all or any part of the amounts of his Anticipation of calls may
respective shares beyond the sums, actually called up and upon the carry interest
moneys so paid in advance, or upon so much thereof, from time to
time, and at any time thereafter as exceeds the amount of the calls
then made upon and due in respect of the shares on account of
which such advances are made the Board may pay or allow interest,
at such rate as the member paying the sum in advance and the
Board agree upon. The Board may agree to repay at any time any
amount so advanced or may at any time repay the same upon giving
to the Member three months’ notice in writing: provided that
moneys paid in advance of calls on shares may carry interest but
shall not confer a right to dividend or to participate in profits.

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(b) No Member paying any such sum in advance shall be
entitled to voting rights in respect of the moneys so paid by him until
the same would but for such payment become presently payable.
The provisions of this Article shall mutatis mutandis apply to calls on
debentures issued by the Company.

LIEN
45. The Company shall have a first and paramount lien upon all the Company to have Lien
shares/debentures (other than fully paid-up shares/debentures) on shares.
registered in the name of each member (whether solely or jointly
with others) and upon the proceeds of sale thereof for all moneys
(whether presently payable or not) called or payable at a fixed time
in respect of such shares/debentures and no equitable interest in
any share shall be created except upon the footing and condition
that this Article will have full effect. And such lien shall extend to all
dividends and bonuses from time to time declared in respect of such
shares/debentures. Unless otherwise agreed the registration of a
transfer of shares/debentures shall operate as a waiver of the
Company’s lien if any, on such shares/debentures. The Directors
may at any time declare any shares/debentures wholly or in part to
be exempt from the provisions of this clause.

Every fully paid shares shall be free from all lien and that in the case
of partly paid shares the Issuer’s lien shall be restricted to moneys
called or payable at a fixed time in respect of such shares.

46. For the purpose of enforcing such lien the Directors may sell the As to enforcing lien by
shares subject thereto in such manner as they shall think fit, but no sale.
sale shall be made until such period as aforesaid shall have arrived
and until notice in writing of the intention to sell shall have been
served on such member or the person (if any) entitled by
transmission to the shares and default shall have been made by him
in payment, fulfillment of discharge of such debts, liabilities or
engagements for seven days after such notice. To give effect to any
such sale the Board may authorise some person to transfer the
shares sold to the purchaser thereof and purchaser shall be
registered as the holder of the shares comprised in any such
transfer. Upon any such sale as the Certificates in respect of the
shares sold shall stand cancelled and become null and void and of
no effect, and the Directors shall be entitled to issue a new
Certificate or Certificates in lieu thereof to the purchaser or
purchasers concerned.
47. The net proceeds of any such sale shall be received by the Company Application of proceeds
and applied in or towards payment of such part of the amount in of sale.
respect of which the lien exists as is presently payable and the
residue, if any, shall (subject to lien for sums not presently payable
as existed upon the shares before the sale) be paid to the person
entitled to the shares at the date of the sale.

FORFEITURE AND SURRENDER OF SHARES

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48. If any Member fails to pay the whole or any part of any call or If call or installment not
installment or any moneys due in respect of any shares either by paid, notice may be
way of principal or interest on or before the day appointed for the given.
payment of the same, the Directors may, at any time thereafter,
during such time as the call or installment or any part thereof or
other moneys as aforesaid remains unpaid or a judgment or decree
in respect thereof remains unsatisfied in whole or in part, serve a
notice on such Member or on the person (if any) entitled to the
shares by transmission, requiring him to pay such call or installment
of such part thereof or other moneys as remain unpaid together
with any interest that may have accrued and all reasonable
expenses (legal or otherwise) that may have been accrued by the
Company by reason of such non-payment. Provided that no such
shares shall be forfeited if any moneys shall remain unpaid in
respect of any call or installment or any part thereof as aforesaid by
reason of the delay occasioned in payment due to the necessity of
complying with the provisions contained in the relevant exchange
control laws or other applicable laws of India, for the time being in
force.
49. The notice shall name a day (not being less than fourteen days from Terms of notice.
the date of notice) and a place or places on and at which such call
or installment and such interest thereon as the Directors shall
determine from the day on which such call or installment ought to
have been paid and expenses as aforesaid are to be paid.
The notice shall also state that, in the event of the non-payment at
or before the time and at the place or places appointed, the shares
in respect of which the call was made or installment is payable will
be liable to be forfeited.
50. If the requirements of any such notice as aforesaid shall not be On default of payment,
complied with, every or any share in respect of which such notice shares to be forfeited.
has been given, may at any time thereafter but before payment of
all calls or installments, interest and expenses, due in respect
thereof, be forfeited by resolution of the Board to that effect. Such
forfeiture shall include all dividends declared or any other moneys
payable in respect of the forfeited share and not actually paid
before the forfeiture.
51. When any shares have been forfeited, notice of the forfeiture shall Notice of forfeiture to a
be given to the member in whose name it stood immediately prior Member
to the forfeiture, and an entry of the forfeiture, with the date
thereof shall forthwith be made in the Register of Members.
52. Any shares so forfeited, shall be deemed to be the property of the Forfeited shares to be
Company and may be sold, re-allotted, or otherwise disposed of, property of the
either to the original holder thereof or to any other person, upon Company and may be
such terms and in such manner as the Board in their absolute sold etc.
discretion shall think fit.
53. Any Member whose shares have been forfeited shall Members still liable to
notwithstanding the forfeiture, be liable to pay and shall forthwith pay money owing at
pay to the Company, on demand all calls, installments, interest and time of forfeiture and
expenses owing upon or in respect of such shares at the time of the interest.
forfeiture, together with interest thereon from the time of the
forfeiture until payment, at such rate as the Board may determine

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and the Board may enforce the payment of the whole or a portion
thereof as if it were a new call made at the date of the forfeiture,
but shall not be under any obligation to do so.
54. The forfeiture shares shall involve extinction at the time of the Effect of forfeiture.
forfeiture, of all interest in all claims and demand against the
Company, in respect of the share and all other rights incidental to
the share, except only such of those rights as by these Articles are
expressly saved.
55. A declaration in writing that the declarant is a Director or Secretary Evidence of Forfeiture.
of the Company and that shares in the Company have been duly
forfeited in accordance with these articles on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated
as against all persons claiming to be entitled to the shares.
56. The Company may receive the consideration, if any, given for the Title of purchaser and
share on any sale, re-allotment or other disposition thereof and the allottee of Forfeited
person to whom such share is sold, re-allotted or disposed of may shares.
be registered as the holder of the share and he shall not be bound
to see to the application of the consideration: if any, nor shall his
title to the share be affected by any irregularly or invalidity in the
proceedings in reference to the forfeiture, sale, re-allotment or
other disposal of the shares.
57. Upon any sale, re-allotment or other disposal under the provisions Cancellation of share
of the preceding Article, the certificate or certificates originally certificate in respect of
issued in respect of the relative shares shall (unless the same shall forfeited shares.
on demand by the Company have been previously surrendered to it
by the defaulting member) stand cancelled and become null and
void and of no effect, and the Directors shall be entitled to issue a
duplicate certificate or certificates in respect of the said shares to
the person or persons entitled thereto.
58. In the meantime and until any share so forfeited shall be sold, re- Forfeiture may be
allotted, or otherwise dealt with as aforesaid, the forfeiture thereof remitted.
may, at the discretion and by a resolution of the Directors, be
remitted as a matter of grace and favour, and not as was owing
thereon to the Company at the time of forfeiture being declared
with interest for the same unto the time of the actual payment
thereof if the Directors shall think fit to receive the same, or on any
other terms which the Director may deem reasonable.
59. Upon any sale after forfeiture or for enforcing a lien in purported Validity of sale
exercise of the powers hereinbefore given, the Board may appoint
some person to execute an instrument of transfer of the Shares sold
and cause the purchaser's name to be entered in the Register of
Members in respect of the Shares sold, and the purchasers shall not
be bound to see to the regularity of the proceedings or to the
application of the purchase money, and after his name has been
entered in the Register of Members in respect of such Shares, the
validity of the sale shall not be impeached by any person and the
remedy of any person aggrieved by the sale shall be in damages only
and against the Company exclusively.
60. The Directors may, subject to the provisions of the Act, accept a Surrender of shares.
surrender of any share from or by any Member desirous of
surrendering on such terms the Directors may think fit.

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TRANSFER AND TRANSMISSION OF SHARES
61. (a) The instrument of transfer of any share or debenture of the Execution of the
Company shall be executed by or on behalf of both the transferor instrument of shares.
and transferee.
(b) The transferor shall be deemed to remain a holder of the
share or debenture until the name of the transferee is entered in
the Register of Members or Register of Debenture holders in respect
thereof.
62. The instrument of transfer of any share or debenture shall be in Transfer Form.
writing and all the provisions of Section 56 and statutory
modification thereof including other applicable provisions of the Act
shall be duly complied with in respect of all transfers of shares or
debenture and registration thereof.
The instrument of transfer shall be in a common form approved by
the Exchange;
63. The Company shall not register a transfer in the Company other than Transfer not to be
the transfer between persons both of whose names are entered as registered except on
holders of beneficial interest in the records of a depository, unless a production of
proper instrument of transfer duly stamped and executed by or on instrument of transfer.
behalf of the transferor and by or on behalf of the transferee and
specifying the name, address and occupation if any, of the
transferee, has been delivered to the Company along with the
certificate relating to the shares or if no such share certificate is in
existence along with the letter of allotment of the shares: Provided
that where, on an application in writing made to the Company by
the transferee and bearing the stamp, required for an instrument of
transfer, it is proved to the satisfaction of the Board of Directors that
the instrument of transfer signed by or on behalf of the transferor
and by or on behalf of the transferee has been lost, the Company
may register the transfer on such terms as to indemnity as the Board
may think fit, provided further that nothing in this Article shall
prejudice any power of the Company to register as shareholder any
person to whom the right to any shares in the Company has been
transmitted by operation of law.
64. Subject to the provisions of Section 58 of the Act and Section 22A of Directors may refuse to
the Securities Contracts (Regulation) Act, 1956, the Directors may, register transfer.
decline to register—
(a) any transfer of shares on which the company has a lien.
That registration of transfer shall however 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;
65. If the Company refuses to register the transfer of any share or Notice of refusal to be
transmission of any right therein, the Company shall within one given to transferor and
month from the date on which the instrument of transfer or transferee.
intimation of transmission was lodged with the Company, send
notice of refusal to the transferee and transferor or to the person
giving intimation of the transmission, as the case may be, and there
upon the provisions of Section 56 of the Act or any statutory
modification thereof for the time being in force shall apply.

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66. No fee shall be charged for registration of transfer, transmission, No fee on transfer.
Probate, Succession Certificate and letter of administration,
Certificate of Death or Marriage, Power of Attorney or similar other
document with the Company.
67. The Board of Directors shall have power of giving not less than seven Closure of Register of
days previous notice in accordance with section 91 and rules made Members or debenture
thereunder and close the Register of Members and/or the Register holder or other security
of debentures holders and/or other security holders at such time or holders.
times and for such period or periods, not exceeding thirty days at a
time, and not exceeding in the aggregate forty five days at a time,
and not exceeding in the aggregate forty five days in each year as it
may seem expedient to the Board.
68. The instrument of transfer shall after registration be retained by the Custody of transfer
Company and shall remain in its custody. All instruments of transfer Deeds.
which the Directors may decline to register shall on demand be
returned to the persons depositing the same. The Directors may
cause to be destroyed all the transfer deeds with the Company after
such period as they may determine.
69. Where an application of transfer relates to partly paid shares, the Application for transfer
transfer shall not be registered unless the Company gives notice of of partly paid shares.
the application to the transferee and the transferee makes no
objection to the transfer within two weeks from the receipt of the
notice.
70. For this purpose, the notice to the transferee shall be deemed to Notice to transferee.
have been duly given if it is dispatched by prepaid registered
post/speed post/ courier to the transferee at the address given in
the instrument of transfer and shall be deemed to have been duly
delivered at the time at which it would have been delivered in the
ordinary course of post.

71. (a) On the death of a Member, the survivor or survivors, where Recognition of legal
the Member was a joint holder, and his nominee or nominees or representative.
legal representatives where he was a sole holder, shall be the only
person recognized by the Company as having any title to his interest
in the shares.
(b) Before recognising any executor or
administrator or legal representative, the Board may require him to
obtain a Grant of Probate or Letters Administration or other legal
representation as the case may be, from some competent court in
India.
Provided nevertheless that in any case where the Board in its
absolute discretion thinks fit, it shall be lawful for the Board to
dispense with the production of Probate or letter of Administration
or such other legal representation upon such terms as to indemnity
or otherwise, as the Board in its absolute discretion, may consider
adequate
(c) Nothing in clause (a) above shall release the estate of the
deceased joint holder from any liability in respect of any share which
had been jointly held by him with other persons.
72. The Executors or Administrators of a deceased Member or holders Titles of Shares of
of a Succession Certificate or the Legal Representatives in respect of deceased Member

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the Shares of a deceased Member (not being one of two or more
joint holders) shall be the only persons recognized by the Company
as having any title to the Shares registered in the name of such
Members, and the Company shall not be bound to recognize such
Executors or Administrators or holders of Succession Certificate or
the Legal Representative unless such Executors or Administrators or
Legal Representative shall have first obtained Probate or Letters of
Administration or Succession Certificate as the case may be from a
duly constituted Court in the Union of India provided that in any
case where the Board of Directors in its absolute discretion thinks
fit, the Board upon such terms as to indemnity or otherwise as the
Directors may deem proper dispense with production of Probate or
Letters of Administration or Succession Certificate and register
Shares standing in the name of a deceased Member, as a Member.
However, provisions of this Article are subject to Sections 72 of the
Companies Act.
73. Where, in case of partly paid Shares, an application for registration Notice of application
is made by the transferor, the Company shall give notice of the when to be given
application to the transferee in accordance with the provisions of
Section 56 of the Act.
74. Subject to the provisions of the Act and these Articles, any person Registration of persons
becoming entitled to any share in consequence of the death, lunacy, entitled to share
bankruptcy, insolvency of any member or by any lawful means other otherwise than by
than by a transfer in accordance with these presents, may, with the transfer. (Transmission
consent of the Directors (which they shall not be under any clause).
obligation to give) upon producing such evidence that he sustains
the character in respect of which he proposes to act under this
Article or of this title as the Director shall require either be
registered as member in respect of such shares or elect to have
some person nominated by him and approved by the Directors
registered as Member in respect of such shares; provided
nevertheless that if such person shall elect to have his nominee
registered he shall testify his election by executing in favour of his
nominee an instrument of transfer in accordance so he shall not be
freed from any liability in respect of such shares. This clause is
hereinafter referred to as the ‘Transmission Clause’.
75. Subject to the provisions of the Act and these Articles, the Directors Refusal to register
shall have the same right to refuse or suspend register a person nominee.
entitled by the transmission to any shares or his nominee as if he
were the transferee named in an ordinary transfer presented for
registration.
76. Every transmission of a share shall be verified in such manner as the Board may require
Directors may require and the Company may refuse to register any evidence of
such transmission until the same be so verified or until or unless an transmission.
indemnity be given to the Company with regard to such registration
which the Directors at their discretion shall consider sufficient,
provided nevertheless that there shall not be any obligation on the
Company or the Directors to accept any indemnity.
77. The Company shall incur no liability or responsibility whatsoever in Company not liable for
consequence of its registering or giving effect to any transfer of disregard of a notice
shares made, or purporting to be made by any apparent legal owner

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thereof (as shown or appearing in the Register or Members) to the prohibiting registration
prejudice of persons having or claiming any equitable right, title or of transfer.
interest to or in the same shares notwithstanding that the Company
may have had notice of such equitable right, title or interest or
notice prohibiting registration of such transfer, and may have
entered such notice or referred thereto in any book of the Company
and the Company shall not be bound or require to regard or attend
or give effect to any notice which may be given to them of any
equitable right, title or interest, or be under any liability whatsoever
for refusing or neglecting so to do though it may have been entered
or referred to in some book of the Company but the Company shall
nevertheless be at liberty to regard and attend to any such notice
and give effect thereto, if the Directors shall so think fit.
78. In the case of any share registered in any register maintained Form of transfer Outside
outside India the instrument of transfer shall be in a form India.
recognized by the law of the place where the register is maintained
but subject thereto shall be as near to the form prescribed in Form
no. SH-4 hereof as circumstances permit.
79. No transfer shall be made to any minor, insolvent or person of No transfer to insolvent
unsound mind. etc.

NOMINATION
80. i) Notwithstanding anything contained in the articles, every Nomination
holder of securities of the Company may, at any time, nominate a
person in whom his/her securities shall vest in the event of his/her
death and the provisions of Section 72 of the Companies Act, 2013
shall apply in respect of such nomination.
ii) No person shall be recognized by the Company as a
nominee unless an intimation of the appointment of the said person
as nominee has been given to the Company during the lifetime of
the holder(s) of the securities of the Company in the manner
specified under Section 72 of the Companies Act, 2013 read with
Rule 19 of the Companies (Share Capital and Debentures) Rules,
2014
iii) The Company shall not be in any way responsible for
transferring the securities consequent upon such nomination.
iv) lf the holder(s) of the securities survive(s) nominee, then
the nomination made by the holder(s) shall be of no effect and shall
automatically stand revoked.
81. A nominee, upon production of such evidence as may be required Transmission of
by the Board and subject as hereinafter provided, elect, either- Securities by nominee
(i) to be registered himself as holder of the security, as the case
may be; or
(ii) to make such transfer of the security, as the case may be, as
the deceased security holder, could have made;
(iii) if the nominee elects to be registered as holder of the
security, himself, as the case may be, 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 security holder as the case may be;

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(iv) a nominee shall be entitled to the same dividends and other
advantages to which he would be entitled to, if he were the
registered holder of the security except that he shall not, before
being registered as a member in respect of his security, be entitled
in respect of it to exercise any right conferred by membership in
relation to meetings of the Company.

Provided further 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 or debenture, and if the notice is not complied
with within ninety days, the Board may thereafter withhold
payment of all fs, bonuses or other moneys payable or rights
accruing in respect of the share or debenture, until the
requirements of the notice have been complied with.
DEMATERIALISATION OF SHARES
82. Subject to the provisions of the Act and Rules made thereunder the Dematerialisation of
Company may offer its members facility to hold securities issued by Securities
it in dematerialised form.
JOINT HOLDER
83. Where two or more persons are registered as the holders of any Joint Holders
share they shall be deemed to hold the same as joint Shareholders
with benefits of survivorship subject to the following and other
provisions contained in these Articles.
84. (a) The Joint holders of any share shall be liable severally as well Joint and several
as jointly for and in respect of all calls and other payments which liabilities for all
ought to be made in respect of such share. payments in respect of
shares.

(b) On the death of any such joint holders the survivor or Title of survivors.
survivors shall be the only person recognized by the Company as
having any title to the share but the Board may require such
evidence of death as it may deem fit and nothing herein contained
shall be taken to release the estate of a deceased joint holder from
any liability of shares held by them jointly with any other person;
(c) Any one of two or more joint holders of a share may give Receipts of one
effectual receipts of any dividends or other moneys payable in sufficient.
respect of share; and
(d) only the person whose name stands first in the Register of Delivery of certificate
Members as one of the joint holders of any share shall be entitled and giving of notices to
to delivery of the certificate relating to such share or to receive first named holders.
documents from the Company and any such document served on or
sent to such person shall deemed to be service on all the holders.
SHARE WARRANTS
85. The Company may issue warrants subject to and in accordance with Power to issue share
provisions of the Act and accordingly the Board may in its discretion warrants
with respect to any Share which is fully paid upon application in
writing signed by the persons registered as holder of the Share, and
authenticated by such evidence(if any) as the Board may, from time
to time, require as to the identity of the persons signing the
application and on receiving the certificate (if any) of the Share, and

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the amount of the stamp duty on the warrant and such fee as the
Board may, from time to time, require, issue a share warrant.
86. (a) The bearer of a share warrant may at any time deposit the Deposit of share
warrant at the Office of the Company, and so long as the warrant warrants
remains so deposited, the depositor shall have the same right of
signing a requisition for call in a meeting of the Company, and of
attending and voting and exercising the other privileges of a
Member at any meeting held after the expiry of two clear days from
the time of deposit, as if his name were inserted in the Register of
Members as the holder of the Share included in the deposit warrant.
(b) Not more than one person shall be recognized as depositor
of the Share warrant.
(c) The Company shall, on two day's written
notice, return the deposited share warrant to the depositor.
87. (a) Subject as herein otherwise expressly provided, no person, Privileges and
being a bearer of a share warrant, shall sign a requisition for calling disabilities of the
a meeting of the Company or attend or vote or exercise any other holders of share warrant
privileges of a Member at a meeting of the Company, or be entitled
to receive any notice from the Company.
(b) The bearer of a share warrant shall be entitled in all other
respects to the same privileges and advantages as if he were named
in the Register of Members as the holder of the Share included in
the warrant, and he shall be a Member of the Company.
88. The Board may, from time to time, make bye-laws as to terms on Issue of new share
which (if it shall think fit), a new share warrant or coupon may be warrant coupons
issued by way of renewal in case of defacement, loss or destruction.
CONVERSION OF SHARES INTO STOCK
89. The Company may, by ordinary resolution in General Meeting. Conversion of shares
a) convert any fully paid-up shares into stock; and into stock or
b) re-convert any stock into fully paid-up shares of any reconversion.
denomination.
90. The holders of stock may transfer the same or any part thereof in Transfer of stock.
the same manner as and subject to the same regulation 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.
91. The holders of stock shall, according to the amount of stock held by Rights of stock
them, have the same rights, privileges and advantages as regards holders.
dividends, participation in profits, voting at meetings of the
Company, and other matters, as if they hold the shares for which
the stock arose but no such privilege or advantage shall be
conferred by an amount of stock which would not, if existing in
shares, have conferred that privilege or advantage.
92. Such of the regulations of the Company (other than those relating Regulations.
to share warrants), as are applicable to paid up share shall apply to
stock and the words “share” and “shareholders” in those
regulations shall include “stock” and “stockholders” respectively.
BORROWING POWERS

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93. Subject to the provisions of the Act and these Articles, the Board Power to borrow.
may, from time to time at its discretion, by a resolution passed at a
meeting of the Board generally raise or borrow money by way of
deposits, loans, overdrafts, cash creditor by issue of bonds,
debentures or debenture-stock (perpetual or otherwise) or in any
other manner, or from any person, firm, company, co-operative
society, anybody corporate, bank, institution, whether incorporated
in India or abroad, Government or any authority or any other body
for the purpose of the Company and may secure the payment of any
sums of money so received, raised or borrowed; provided that the
total amount borrowed by the Company (apart from temporary
loans obtained from the Company’s Bankers in the ordinary course
of business) shall not without the consent of the Company in
General Meeting exceed the aggregate of the paid up capital of the
Company and its free reserves that is to say reserves not set apart
for any specified purpose.
94. Subject to the provisions of the Act and these Articles, any bonds, Issue of discount etc. or
debentures, debenture-stock or any other securities may be issued with special privileges.
at a discount, premium or otherwise and with any special privileges
and conditions as to redemption, surrender, allotment of shares,
appointment of Directors or otherwise; provided that debentures
with the right to allotment of or conversion into shares shall not be
issued except with the sanction of the Company in General Meeting.
95. The payment and/or repayment of moneys borrowed or raised as Securing payment or
aforesaid or any moneys owing otherwise or debts due from the repayment of Moneys
Company may be secured in such manner and upon such terms and borrowed.
conditions in all respects as the Board may think fit, and in particular
by mortgage, charter, lien or any other security upon all or any of
the assets or property (both present and future) or the undertaking
of the Company including its uncalled capital for the time being, or
by a guarantee by any Director, Government or third party, and the
bonds, debentures and debenture stocks and other securities may
be made assignable, free from equities between the Company and
the person to whom the same may be issued and also by a similar
mortgage, charge or lien to secure and guarantee, the performance
by the Company or any other person or company of any obligation
undertaken by the Company or any person or Company as the case
may be.
96. Any bonds, debentures, debenture-stock or their securities issued Bonds, Debentures etc.
or to be issued by the Company shall be under the control of the to be under the control
Board who may issue them upon such terms and conditions, and in of the Directors.
such manner and for such consideration as they shall consider to be
for the benefit of the Company.
97. If any uncalled capital of the Company is included in or charged by Mortgage of uncalled
any mortgage or other security the Directors shall subject to the Capital.
provisions of the Act and these Articles make calls on the members
in respect of such uncalled capital in trust for the person in whose
favour such mortgage or security is executed.
98. Subject to the provisions of the Act and these Articles if the Directors Indemnity may be given.
or any of them or any other person shall incur or be about to incur
any liability whether as principal or surely for the payment of any

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sum primarily due from the Company, the Directors may execute or
cause to be executed any mortgage, charge or security over or
affecting the whole or any part of the assets of the Company by way
of indemnity to secure the Directors or person so becoming liable as
aforesaid from any loss in respect of such liability.
MEETINGS OF MEMBERS
99. All the General Meetings of the Company other than Annual General Distinction between
Meetings shall be called Extra-ordinary General Meetings. AGM & EGM.
100. (a) The Directors may, whenever they think fit, convene an Extra-Ordinary General
Extra-Ordinary General Meeting and they shall on requisition of Meeting by Board and
Members made in compliance with Section 100 of the Act, forthwith by requisition
proceed to convene Extra-Ordinary General Meeting of the
members.
(b) If at any time there are not within India sufficient Directors When a Director or any
capable of acting to form a quorum, or if the number of Directors be two
reduced in number to less than the minimum number of Directors Members may call an
prescribed by these Articles and the continuing Directors fail or Extra Ordinary General
neglect to increase the number of Directors to that number or to Meeting
convene a General Meeting, any Director or any two or more
Members of the Company holding not less than one-tenth of the
total paid up share capital of the Company may call for an Extra-
Ordinary General Meeting in the same manner as nearly as possible
as that in which meeting may be called by the Directors.
101. No General Meeting, Annual or Extraordinary shall be competent to Meeting not to transact
enter upon, discuss or transfer any business which has not been business not mentioned
mentioned in the notice or notices upon which it was convened. in notice.

102. The Chairman (if any) of the Board of Directors shall be entitled to Chairman of General
take the chair at every General Meeting, whether Annual or Meeting
Extraordinary. If there is no such Chairman of the Board of Directors,
or if at any meeting he is not present within fifteen minutes of the
time appointed for holding such meeting or if he is unable or
unwilling to take the chair, then the Members present shall elect
another Director as Chairman, and if no Director be present or if all
the Directors present decline to take the chair then the Members
present shall elect one of the members to be the Chairman of the
meeting.
103. No business, except the election of a Chairman, shall be discussed Business confined to
at any General Meeting whilst the Chair is vacant. election of Chairman
whilst chair is vacant.
104. a) The Chairperson may, with the consent of any meeting at Chairman with consent
which a quorum is present, and shall, if so directed by the meeting, may adjourn meeting.
adjourn the meeting from time to time and from place to place.
b) No business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which
the adjournment took place.
c) When a meeting is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of an original
meeting.

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d) Save as aforesaid, and as provided in section 103 of the Act,
it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting.
105. In the case of an equality of votes the Chairman shall both on a show Chairman’s casting vote.
of hands, on a poll (if any) and e-voting, have casting vote in addition
to the vote or votes to which he may be entitled as a Member.
106. Any poll duly demanded on the election of Chairman of the meeting In what case poll taken
or any question of adjournment shall be taken at the meeting without adjournment.
forthwith.
107. The demand for a poll except on the question of the election of the Demand for poll not to
Chairman and of an adjournment shall not prevent the continuance prevent transaction of
of a meeting for the transaction of any business other than the other business.
question on which the poll has been demanded.
VOTES OF MEMBERS
108. No Member shall be entitled to vote either personally or by proxy Members in arrears not
at any General Meeting or Meeting of a class of shareholders either to vote.
upon a show of hands, upon a poll or electronically, or be reckoned
in a quorum in respect of any shares registered in his name on which
any calls or other sums presently payable by him have not been paid
or in regard to which the Company has exercised, any right or lien.
109. Subject to the provision of these Articles and without prejudice to Number of votes each
any special privileges, or restrictions as to voting for the time being member entitled.
attached to any class of shares for the time being forming part of
the capital of the company, every Member, not disqualified by the
last preceding Article shall be entitled to be present, and to speak
and to vote at such meeting, and on a show of hands every member
present in person shall have one vote and upon a poll the voting
right of every Member present in person or by proxy shall be in
proportion to his share of the paid-up equity share capital of the
Company, Provided, however, if any preference shareholder is
present at any meeting of the Company, save as provided in sub-
section (2) of Section 47 of the Act, he shall have a right to vote only
on resolution placed before the meeting which directly affect the
rights attached to his preference shares.
110. On a poll taken at a meeting of the Company a member entitled to Casting of votes by a
more than one vote or his proxy or other person entitled to vote for member entitled to
him, as the case may be, need not, if he votes, use all his votes or more than one vote.
cast in the same way all the votes he uses.
111. A member of unsound mind, or in respect of whom an order has Vote of member of
been made by any court having jurisdiction in lunacy, or a minor may unsound mind and of
vote, whether on a show of hands or on a poll, by his committee or minor
other legal guardian, and any such committee or guardian may, on
a poll, vote by proxy.
112. Notwithstanding anything contained in the provisions of the Postal Ballot
Companies Act, 2013, and the Rules made there under, the
Company may, and in the case of resolutions relating to such
business as may be prescribed by such authorities from time to
time, declare to be conducted only by postal ballot, shall, get any
such business/ resolutions passed by means of postal ballot, instead
of transacting the business in the General Meeting of the Company.

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113. A member may exercise his vote at a meeting by electronic means E-Voting
in accordance with section 108 and shall vote only once.
114. a) In the case of joint holders, the vote of the senior who Votes of joint members.
tenders a vote, whether in person or by proxy, shall be accepted to
the exclusion of the votes of the other joint holders. If more than
one of the said persons remain present than the senior shall alone
be entitled to speak and to vote in respect of such shares, but the
other or others of the joint holders shall be entitled to be present at
the meeting. Several executors or administrators of a deceased
Member in whose name share stands shall for the purpose of these
Articles be deemed joint holders thereof.
b) For this purpose, seniority shall be determined by the order
in which the names stand in the register of members.
115. Votes may be given either personally or by attorney or by proxy or Votes may be given by
in case of a company, by a representative duly Authorised as proxy or by
mentioned in Articles representative

116. A body corporate (whether a company within the meaning of the Representation of a
Act or not) may, if it is member or creditor of the Company body corporate.
(including being a holder of debentures) authorise such person by
resolution of its Board of Directors, as it thinks fit, in accordance
with the provisions of Section 113 of the Act to act as its
representative at any Meeting of the members or creditors of the
Company or debentures holders of the Company. A person
authorised by resolution as aforesaid shall be entitled to exercise
the same rights and powers (including the right to vote by proxy) on
behalf of the body corporate as if it were an individual member,
creditor or holder of debentures of the Company.
117. (a) A member paying the whole or a part of the amount Members paying money
remaining unpaid on any share held by him although no part of that in advance.
amount has been called up, shall not be entitled to any voting rights
in respect of the moneys paid until the same would, but for this
payment, become presently payable.
(b) A member is not prohibited from exercising his voting rights Members not prohibited
on the ground that he has not held his shares or interest in the if share not held for any
Company for any specified period preceding the date on which the specified period.
vote was taken.
118. Any person entitled under Article 73 (transmission clause) to Votes in respect of
transfer any share may vote at any General Meeting in respect shares of deceased or
thereof in the same manner as if he were the registered holder of insolvent members.
such shares, provided that at least forty-eight hours before the time
of holding the meeting or adjourned meeting, as the case may be at
which he proposes to vote he shall satisfy the Directors of his right
to transfer such shares and give such indemnify (if any) as the
Directors may require or the directors shall have previously
admitted his right to vote at such meeting in respect thereof.
119. No Member shall be entitled to vote on a show of hands unless such No votes by proxy on
member is present personally or by attorney or is a body Corporate show of hands.
present by a representative duly Authorised under the provisions of
the Act in which case such members, attorney or representative
may vote on a show of hands as if he were a Member of the

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Company. In the case of a Body Corporate the production at the
meeting of a copy of such resolution duly signed by a Director or
Secretary of such Body Corporate and certified by him as being a
true copy of the resolution shall be accepted by the Company as
sufficient evidence of the authority of the appointment.
120. The instrument appointing a proxy and the power-of-attorney or Appointment of a Proxy.
other authority, if any, under which it is signed or a notarised copy
of that power or authority, shall be deposited at the 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, or, in the case of a poll,
not less than 24 hours before the time appointed for the taking of
the poll; and in default the instrument of proxy shall not be treated
as valid.
121. An instrument appointing a proxy shall be in the form as prescribed Form of proxy.
in the rules made under section 105.
122. A vote given in accordance with the terms of an instrument of proxy Validity of votes given
shall be valid notwithstanding the previous death or insanity of the by proxy
Member, or revocation of the proxy or of any power of attorney notwithstanding death
which such proxy signed, or the transfer of the share in respect of of a member.
which the vote is given, provided that no intimation in writing of the
death or insanity, revocation or transfer shall have been received at
the office before the meeting or adjourned meeting at which the
proxy is used.
123. No objection shall be raised to the qualification of any voter except Time for objections to
at the meeting or adjourned meeting at which the vote objected to votes.
is given or tendered, and every vote not disallowed at such meeting
shall be valid for all purposes.
124. Any such objection raised to the qualification of any voter in due Chairperson of the
time shall be referred to the Chairperson of the meeting, whose Meeting to be the judge
decision shall be final and conclusive. of validity of any vote.
DIRECTORS
125. Until otherwise determined by a General Meeting of the Company Number of Directors
and subject to the provisions of Section 149 of the Act, the number
of Directors (including Debenture and Alternate Directors) shall not
be less than three and not more than fifteen. Provided that a
company may appoint more than fifteen directors after passing a
special resolution
126. (a) The Following shall be the First Directors of the Company: First Directors

1. Rajeev Goenka
2. Poonam Goenka
3. Niraj Goel

(b) The Company in General Meeting may from time to time

increase or reduce the number of Directors within the limit fixed as
above.
127. A Director of the Company shall not be bound to hold any Qualification
Qualification Shares in the Company. shares.
128. (a) Subject to the provisions of the Companies Act, 2013 and Nominee Directors.
notwithstanding anything to the contrary contained in these

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Articles, the Board may appoint any person as a director nominated
by any institution in pursuance of the provisions of any law for the
time being in force or of any agreement
(b) The Nominee Director/s so appointed shall not be required
to hold any qualification shares in the Company nor shall be liable
to retire by rotation. The Board of Directors of the Company shall
have no power to remove from office the Nominee Director/s so
appointed. The said Nominee Director/s shall be entitled to the
same rights and privileges including receiving of notices, copies of
the minutes, sitting fees, etc. as any other Director of the Company
is entitled.
(c) If the Nominee Director/s is an officer of any of the financial
institution the sitting fees in relation to such nominee Directors shall
accrue to such financial institution and the same accordingly be paid
by the Company to them. The Financial Institution shall be entitled
to depute observer to attend the meetings of the Board or any other
Committee constituted by the Board.
(d) The Nominee Director/s shall, notwithstanding anything to
the Contrary contained in these Articles, be at liberty to disclose any
information obtained by him/them to the Financial Institution
appointing him/them as such Director/s.
129. The Board may appoint an Alternate Director to act for a Director Appointment of
(hereinafter called “The Original Director”) during his absence for a alternate Director.
period of not less than three months from India. An Alternate
Director appointed under this Article shall not hold office for period
longer than that permissible to the Original Director in whose place
he has been appointed and shall vacate office if and when the
Original Director returns to India. If the term of office of the Original
Director is determined before he so returns to India, any provision
in the Act or in these Articles for the automatic re-appointment of
retiring Director in default of another appointment shall apply to the
Original Director and not to the Alternate Director.
130. Subject to the provisions of the Act, the Board shall have power at Additional Director
any time and from time to time to appoint any other person to be
an Additional Director of the Company. Any such Additional Director
shall hold office only upto the date of the next Annual General
Meeting.
131. Subject to the provisions of the Act, the Board shall have power at Directors power to fill
any time and from time to time to appoint a Director, if the office of casual vacancies.
any director appointed by the company in general meeting is
vacated before his term of office expires in the normal course, who
shall hold office only upto the date upto which the Director in whose
place he is appointed would have held office if it had not been
vacated by him.
132. Until otherwise determined by the Company in General Meeting, Sitting Fees.
each Director other than the Managing/Whole-time Director (unless
otherwise specifically provided for) shall be entitled to sitting fees
not exceeding a sum prescribed in the Act (as may be amended from
time to time) for attending meetings of the Board or Committees
thereof.

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133. The Board of Directors may subject to the limitations provided in the Travelling expenses
Act allow and pay to any Director who attends a meeting at a place Incurred by Director on
other than his usual place of residence for the purpose of attending Company's business.
a meeting, such sum as the Board may consider fair, compensation
for travelling, hotel and other incidental expenses properly incurred
by him, in addition to his fee for attending such meeting as above
specified.
PROCEEDING OF THE BOARD OF DIRECTORS
134. (a) The Board of Directors may meet for the conduct of business, Meetings of Directors.
adjourn and otherwise regulate its meetings as it thinks fit.
(b) A director may, and the manager or secretary on the requisition
of a director shall, at any time, summon a meeting of the Board.
135. a) The Directors may from time to time elect from among their Chairperson
members a Chairperson of the Board and determine the period for
which he is to hold office. If at any meeting of the Board, the
Chairman is not present within five minutes after the time
appointed for holding the same, the Directors present may choose
one of the Directors then present to preside at the meeting.
b) Subject to Section 203 of the Act and rules made there
under, one person can act as the Chairman as well as the Managing
Director or Chief Executive Officer at the same time.
136. Questions arising at any meeting of the Board of Directors shall be Questions at Board
decided by a majority of votes and in the case of an equality of votes, meeting how decided.
the Chairman will have a second or casting vote.
137. The continuing directors may act notwithstanding any vacancy in Continuing directors
the Board; but, if and so long as their number is reduced below the may act
quorum fixed by the Act for a meeting of the Board, the continuing notwithstanding any
directors or director may act for the purpose of increasing the vacancy in the Board
number of directors to that fixed for the quorum, or of summoning
a general meeting of the company, but for no other purpose.
138. Subject to the provisions of the Act, the Board may delegate any of Directors may appoint
their powers to a Committee consisting of such member or committee.
members of its body as it thinks fit, and it may from time to time
revoke and discharge any such committee either wholly or in part
and either as to person, or purposes, but every Committee so
formed shall in the exercise of the powers so delegated conform to
any regulations that may from time to time be imposed on it by the
Board. All acts done by any such Committee in conformity with such
regulations and in fulfillment of the purposes of their appointment
but not otherwise, shall have the like force and effect as if done by
the Board.
139. The Meetings and proceedings of any such Committee of the Board Committee Meetings
consisting of two or more members shall be governed by the how to be governed.
provisions herein contained for regulating the meetings and
proceedings of the Directors so far as the same are applicable
thereto and are not superseded by any regulations made by the
Directors under the last preceding Article.
140. a) A committee may elect a Chairperson of its meetings. Chairperson of
b) If no such Chairperson is elected, or if at any meeting the Committee Meetings
Chairperson is not present within five minutes after the time

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appointed for holding the meeting, the members present may
choose one of their members to be Chairperson of the meeting.
141. a) A committee may meet and adjourn as it thinks fit. Meetings of the
b) Questions arising at any meeting of a committee shall be Committee
determined by a majority of votes of the members present, and in
case of an equality of votes, the Chairperson shall have a second or
casting vote.
142. Subject to the provisions of the Act, all acts done by any meeting of Acts of Board or
the Board or by a Committee of the Board, or by any person acting Committee shall be
as a Director shall notwithstanding that it shall afterwards be valid notwithstanding
discovered that there was some defect in the appointment of such defect in appointment.
Director or persons acting as aforesaid, or that they or any of them
were disqualified or had vacated office or that the appointment of
any of them had been terminated by virtue of any provisions
contained in the Act or in these Articles, be as valid as if every such
person had been duly appointed, and was qualified to be a Director.
POWERS OF THE BOARD
143. The business of the Company shall be managed by the Board who Powers of the Board
may exercise all such powers of the Company and do all such acts
and things as may be necessary, unless otherwise restricted by the
Act, or by any other law or by the Memorandum or by the Articles
required to be exercised by the Company in General Meeting.
However, no regulation made by the Company in General Meeting
shall invalidate any prior act of the Board which would have been
valid if that regulation had not been made.
144. Without prejudice to the general powers conferred by the Articles Certain powers of the
and so as not in any way to limit or restrict these powers, and Board
without prejudice to the other powers conferred by these Articles,
but subject to the restrictions contained in the Articles, it is hereby,
declared that the Directors shall have the following powers, that is
to say
(1) Subject to the provisions of the Act, to purchase To acquire any property
or otherwise acquire any lands, buildings, machinery, premises, , rights etc.
property, effects, assets, rights, creditors, royalties, business and
goodwill of any person firm or company carrying on the business
which this Company is authorised to carry on, in any part of India.
(2) Subject to the provisions of the Act to purchase, To take on Lease.
take on lease for any term or terms of years, or otherwise acquire
any land or lands, with or without buildings and out-houses thereon,
situate in any part of India, at such conditions as the Directors may
think fit, and in any such purchase, lease or acquisition to accept
such title as the Directors may believe, or may be advised to be
reasonably satisfy.
(3) To erect and construct, on the said land or To erect & construct.
lands, buildings, houses, warehouses and sheds and to alter, extend
and improve the same, to let or lease the property of the company,
in part or in whole for such rent and subject to such conditions, as
may be thought advisable; to sell such portions of the land or
buildings of the Company as may not be required for the company;
to mortgage the whole or any portion of the property of the

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company for the purposes of the Company; to sell all or any portion
of the machinery or stores belonging to the Company.
(4) At their discretion and subject to the provisions To pay for property.
of the Act, the Directors may pay property rights or privileges
acquired by, or services rendered to the Company, either wholly or
partially in cash or in shares, bonds, debentures or other securities
of the Company, and any such share may be issued either as fully
paid up or with such amount credited as paid up thereon as may be
agreed upon; and any such bonds, debentures or other securities
may be either specifically charged upon all or any part of the
property of the Company and its uncalled capital or not so charged.
(5) To insure and keep insured against loss or To insure properties of
damage by fire or otherwise for such period and to such extent as the Company.
they may think proper all or any part of the buildings, machinery,
goods, stores, produce and other moveable property of the
Company either separately or co-jointly; also to insure all or any
portion of the goods, produce, machinery and other articles
imported or exported by the Company and to sell, assign, surrender
or discontinue any policies of assurance effected in pursuance of
this power.
(6) To open accounts with any Bank or Bankers and To open Bank accounts.
to pay money into and draw money from any such account from
time to time as the Directors may think fit.
(7) To secure the fulfillment of any contracts or To secure contracts by
engagement entered into by the Company by mortgage or charge way of mortgage.
on all or any of the property of the Company including its whole or
part of its undertaking as a going concern and its uncalled capital for
the time being or in such manner as they think fit.
(8) To accept from any member, so far as may be To accept surrender of
permissible by law, a surrender of the shares or any part thereof, on shares.
such terms and conditions as shall be agreed upon.
(9) To appoint any person to accept and hold in To appoint trustees for
trust, for the Company property belonging to the Company, or in the Company.
which it is interested or for any other purposes and to execute and
to do all such deeds and things as may be required in relation to any
such trust, and to provide for the remuneration of such trustee or
trustees.
(10) To institute, conduct, defend, compound or To conduct legal
abandon any legal proceeding by or against the Company or its proceedings.
Officer, or otherwise concerning the affairs and also to compound
and allow time for payment or satisfaction of any debts, due, and of
any claims or demands by or against the Company and to refer any
difference to arbitration, either according to Indian or Foreign law
and either in India or abroad and observe and perform or challenge
any award thereon.
(11) To act on behalf of the Company in all matters Bankruptcy &Insolvency
relating to bankruptcy insolvency.
(12) To make and give receipts, release and give To issue receipts & give
discharge for moneys payable to the Company and for the claims discharge.
and demands of the Company.

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(13) Subject to the provisions of the Act, and these To invest and deal with
Articles to invest and deal with any moneys of the Company not money of the Company.
immediately required for the purpose thereof, upon such authority
(not being the 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 187 of the Act,
all investments shall be made and held in the Company’s own name.
(14) To execute in the name and on behalf of the To give Security by way
Company in favour of any Director or other person who may incur of indemnity.
or be about to incur any personal liability whether as principal or as
surety, for the benefit of the Company, such mortgage of the
Company’s property (present or future) as they think fit, and any
such mortgage may contain a power of sale and other powers,
provisions, covenants and agreements as shall be agreed upon;
(15) To determine from time-to-time persons who To determine signing
shall be entitled to sign on Company’s behalf, bills, notes, receipts, powers.
acceptances, endorsements, cheques, dividend warrants, releases,
contracts and documents and to give the necessary authority for
such purpose, whether by way of a resolution of the Board or by
way of a power of attorney or otherwise.
(16) To give to any Director, Officer, or other Commission or share in
persons employed by the Company, a commission on the profits of profits.
any particular business or transaction, or a share in the general
profits of the company; and such commission or share of profits
shall be treated as part of the working expenses of the Company.
(17) To give, award or allow any bonus, pension, Bonus etc. to
gratuity or compensation to any employee of the Company, or his employees.
widow, children, dependents, that may appear just or proper,
whether such employee, his widow, children or dependents have or
have not a legal claim on the Company.
(18) To set aside out of the profits of the Company Transfer to Reserve
such sums as they may think proper for depreciation or the Funds.
depreciation funds or to insurance fund or to an export fund, or to
a Reserve Fund, or Sinking Fund or any special fund to meet
contingencies or repay debentures or debenture-stock or for
equalizing dividends or for repairing, improving, extending and
maintaining any of the properties of the Company and for such
other purposes (including the purpose referred to in the preceding
clause) as the Board may, in the absolute discretion think conducive
to the interests of the Company, and subject to Section 179 of the
Act, to invest the several sums so set aside or so much thereof as
may be required to be invested, upon such investments (other than
shares of this Company) as they may think fit and from time to time
deal with and vary such investments and dispose of and apply and
extend all or any part thereof for the benefit of the Company
notwithstanding the matters to which the Board apply or upon
which the capital moneys of the Company might rightly be applied
or expended and divide the reserve fund into such special funds as
the Board may think fit; with full powers to transfer the whole or
any portion of a reserve fund or division of a reserve fund to another
fund and with the full power to employ the assets constituting all or

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any of the above funds, including the depredation fund, in the
business of the company or in the purchase or repayment of
debentures or debenture-stocks and without being bound to keep
the same separate from the other assets and without being bound
to pay interest on the same with the power 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.
(19) To appoint, and at their discretion remove or To appoint and remove
suspend such general manager, managers, secretaries, assistants, officers and other
supervisors, scientists, technicians, engineers, consultants, legal, employees.
medical or economic advisers, research workers, labourers, clerks,
agents and servants, for permanent, temporary or special services
as they may from time to time think fit, and to determine their
powers and duties and to fix their salaries or emoluments or
remuneration and to require security in such instances and for such
amounts they may think fit and also from time to time to provide
for the management and transaction of the affairs of the Company
in any specified locality in India or elsewhere in such manner as they
think fit and the provisions contained in the next following clauses
shall be without prejudice to the general powers conferred by this
clause.
(20) At any time and from time to time by power of To appoint Attorneys.
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 power 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 such
appointments may (if the Board think fit) be made in favour of the
members or any of the members of any local Board established as
aforesaid or in favour of any Company, or the shareholders,
directors, nominees or manager 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 powers
of attorney may contain such powers for the protection or
convenience for dealing with such Attorneys as the Board may think
fit, and may contain powers enabling any such delegated Attorneys
as aforesaid to sub-delegate all or any of the powers, authorities and
discretion for the time being vested in them.
(21) Subject to Sections 188 of the Act, for or in To enter into contracts.
relation to any of the matters aforesaid or otherwise for the purpose
of the Company to enter into all such negotiations and contracts and
rescind and vary 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.
(22) From time to time to make, vary and repeal To make rules.
rules for the regulations of the business of the Company its Officers
and employees.

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(23) To effect, make and enter into on behalf of the To effect contracts etc.
Company all transactions, agreements and other contracts within
the scope of the business of the Company.
(24) To apply for, promote and obtain any act, To apply & obtain
charter, privilege, concession, license, authorization, if any, concessions licenses etc.
Government, State or municipality, provisional order or license of
any authority for enabling the Company to carry any of this objects
into effect, or for extending and any of the powers of the Company
or for effecting any modification of the Company’s constitution, or
for any other purpose, which may seem expedient and to oppose
any proceedings or applications which may seem calculated, directly
or indirectly to prejudice the Company’s interests.
(25) To pay and charge to the capital account of the To pay commissions or
Company any commission or interest lawfully payable there out interest.
under the provisions of Sections 40 of the Act and of the provisions
contained in these presents.
(26) To redeem preference shares. To redeem preference
shares.
(27) To subscribe, incur expenditure or otherwise to To assist charitable or
assist or to guarantee money to charitable, benevolent, religious, benevolent institutions.
scientific, national or any other institutions or subjects which shall
have any moral or other claim to support or aid by the Company,
either by reason of locality or operation or of public and general
utility or otherwise.
(28) To pay the cost, charges and expenses
preliminary and incidental to the promotion, formation,
establishment and registration of the Company.
(29) To pay and charge to the capital account of the
Company any commission or interest lawfully payable thereon
under the provisions of Sections 40 of the Act.
(30) To provide for the welfare of Directors or ex-
Directors 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,
dwelling or chawls, or by grants of moneys, pension, gratuities,
allowances, bonus or other payments, or by creating and from time
to time subscribing or contributing, to provide other associations,
institutions, funds or trusts and by providing or subscribing or
contributing towards place of instruction and recreation, hospitals
and dispensaries, medical and other attendance and other
assistance as the Board shall think fit and subject to the provision of
Section 181 of the Act, to subscribe or contribute or otherwise to
assist or to guarantee money to charitable, benevolent, religious,
scientific, national or other institutions or object which shall have
any moral or other claim to support or aid by the Company, either
by reason of locality of operation, or of the public and general utility
or otherwise.
(31) To purchase or otherwise acquire or obtain
license for the use of and to sell, exchange or grant license for the
use of any trade mark, patent, invention or technical know-how.

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(32) To sell from time to time any Articles, materials,
machinery, plants, stores and other Articles and thing belonging to
the Company as the Board may think proper and to manufacture,
prepare and sell waste and by-products.
(33) From time to time to extend the business and
undertaking of the Company by adding, altering or enlarging all or
any of the buildings, factories, workshops, premises, plant and
machinery, for the time being the property of or in the possession
of the Company, or by erecting new or additional buildings, and to
expend such sum of money for the purpose aforesaid or any of them
as they be thought necessary or expedient.
(34) To undertake on behalf of the Company any
payment of rents and the performance of the covenants, conditions
and agreements contained in or reserved by any lease that may be
granted or assigned to or otherwise acquired by the Company and
to purchase the reversion or reversions, and otherwise to acquire
on free hold sample of all or any of the lands of the Company for the
time being held under lease or for an estate less than freehold
estate.
(35) To improve, manage, develop, exchange, lease,
sell, resell and re-purchase, dispose off, deal or otherwise turn to
account, any property (movable or immovable) or any rights or
privileges belonging to or at the disposal of the Company or in which
the Company is interested.
(36) To let, sell or otherwise dispose of subject to
the provisions of Section 180 of the Act and of the other Articles any
property of the Company, either absolutely or conditionally and in
such manner and upon such terms and conditions in all respects as
it thinks fit and to accept payment in satisfaction for the same
in cash or otherwise as it thinks fit.
(37) Generally subject to the provisions of the Act
and these Articles, to delegate the powers/authorities and
discretions vested in the Directors to any person(s), firm, company
or fluctuating body of persons as aforesaid.
(38) To comply with the requirements of any local
law which in their opinion it shall in the interest of the Company be
necessary or expedient to comply with.
MANAGING AND WHOLE-TIME DIRECTORS
145. a) Subject to the provisions of the Section 2(54), 196, 197, 198, Powers to appoint
203 of the Act read with Schedule V and Companies (Appointment Managing/ Whole-time
and Remuneration of Managerial Personnel) Rules, 2014 and of Directors.
these Articles, the Directors may from time to time in Board
Meetings appoint one or more of their body to be a Managing
Director or Managing Directors or whole-time Director or whole-
time Directors of the Company for such term not exceeding five
years at a time as they may think fit to manage the affairs and
business of the Company, 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.

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Subject to the approval of shareholders in their meeting, the
managing director of the Company may be appointed and continue
to hold the office of the chairman and managing director or Chief
Executive officer of the Company at the same time.

b) The Managing Director or Managing Directors or whole-

time Director or whole-time Directors so appointed shall be liable to
retire by rotation. A Managing Director or Whole-time Director who
is appointed as Director immediately on the retirement by rotation
shall continue to hold his office as Managing Director or Whole-time
Director and such re-appointment as such Director shall not be
deemed to constitute a break in his appointment as Managing
Director or Whole-time Director.
146. The remuneration of a Managing Director or a Whole-time Director Remuneration of
(subject to the provisions of the Act and of these Articles and of any Managing or Whole-
contract between him and the Company) shall from time to time be time Director.
fixed by the Directors, and may be, by way of fixed salary, or
commission on profits of the Company, or by participation in any
such profits, or by any, or all of these modes.
147. (1) Subject to control, direction and supervision of the Board of Powers and duties of
Directors, the day-to-day management of the company will be in the Managing Director or
hands of the Managing Director or Whole-time Director appointed Whole-time Director.
in accordance with regulations of these Articles of Association with
powers to the Directors to distribute such day-to-day management
functions among such Directors and in any manner as may be
directed by the Board.
(2) The Directors may from time to time entrust to and confer
upon the Managing Director or Whole-time Director for the time
being save as prohibited in the Act, such of the powers exercisable
under these presents by the Directors as they may think fit, and may
confer such objects and purposes, and upon such terms and
conditions, and with such restrictions as they think expedient; and
they may subject to the provisions of the Act and these Articles
confer such powers, either collaterally with or to the exclusion of,
and in substitution for, all or any of the powers of the Directors in
that behalf, and may from time to time revoke, withdraw, alter or
vary all or any such powers.
(3) The Company’s General Meeting may also from time to time
appoint any Managing Director or Managing Directors or Whole-
time Director or Whole-time Directors of the Company and may
exercise all the powers referred to in these Articles.
(4) The Managing Director shall be entitled to sub-delegate
(with the sanction of the Directors where necessary) all or any of the
powers, authorities and discretions for the time being vested in him
in particular from time to time by the appointment of any attorney
or attorneys for the management and transaction of the affairs of
the Company in any specified locality in such manner as they may
think fit.
(5) Notwithstanding anything contained in these Articles, the
Managing Director is expressly allowed generally to work for and
contract with the Company and especially to do the work of

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Managing Director and also to do any work for the Company upon
such terms and conditions and for such remuneration (subject to
the provisions of the Act) as may from time to time be agreed
between him and the Directors of the Company.
Chief Executive Officer, Manager, Company Secretary or Chief
Financial Officer
148. a) Subject to the provisions of the Act, — Board to appoint Chief
i.A chief executive officer, manager, company secretary or chief Executive Officer/
financial officer may be appointed by the Board for such term, at Manager/ Company
such remuneration and upon such conditions as it may thinks fit; Secretary/ Chief
and any chief executive officer, manager, company secretary or Financial Officer
chief financial officer so appointed may be removed by means of a
resolution of the Board;
ii.
iii.A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer.
b)
THE SEAL
149. (a) The Board shall provide a Common Seal for the purposes of The seal, its custody and
the Company, and shall have power from time to time to destroy use.
the same and substitute a new Seal in lieu thereof, and the Board
shall provide for the safe custody of the Seal for the time being, and
the Seal shall never be used except by the authority of the Board or
a Committee of the Board previously given.
(b) The Company shall also be at liberty to have an Official Seal
in accordance with of the Act, for use in any territory, district or
place outside India.
150. The seal of the company shall not be affixed to any instrument Deeds how executed.
except by the authority of a resolution of the Board or of a
committee of the Board authorized by it in that behalf, and except
in the presence of at least two directors and of the secretary or such
other person as the Board may appoint for the purpose; and those
two directors and the secretary or other person aforesaid shall sign
every instrument to which the seal of the company is so affixed in
their presence.
Dividend and Reserves

151. (1) Subject to the rights of persons, if any, entitled to shares Division of profits.
with special rights as to dividends, all 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 purposes of this regulation as paid
on the share.
(3) All dividends shall be apportioned and paid proportionately
to the amounts paid or credited as paid on the shares during any
portion or portions of the period in respect of which the dividend is
paid; but if any share is issued on terms providing that it shall rank

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for dividend as from a particular date such share shall rank for
dividend accordingly.
152. The Company in General Meeting may declare dividends, to be paid The company in General
to members according to their respective rights and interests in the Meeting may declare
profits and may fix the time for payment and the Company shall Dividends.
comply with the provisions of Section 127 of the Act, but no
dividends shall exceed the amount recommended by the Board of
Directors, but the Company may declare a smaller dividend in
general meeting.
153. a) The Board may, before recommending any dividend, set Transfer to reserves
aside out of the profits of the company such sums as it thinks fit as
a reserve or reserves which shall, at the discretion of the Board, be
applicable for any purpose to which the profits of the company may
be properly applied, including 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, thinks fit.
b) The Board may also carry forward any profits which it may
consider necessary not to divide, without setting them aside as a
reserve.
154. Subject to the provisions of section 123, the Board may from time Interim Dividend.
to time pay to the members such interim dividends as appear to it
to be justified by the profits of the company.
155. The Directors may retain any dividends on which the Company has Debts may be deducted.
a lien and may apply the same in or towards the satisfaction of the
debts, liabilities or engagements in respect of which the lien exists.
156. No amount paid or credited as paid on a share in advance of calls Capital paid up in
shall be treated for the purposes of this articles as paid on the share. advance not to earn
dividend.
157. All dividends shall be apportioned and paid proportionately to the Dividends in proportion
amounts paid or credited as paid on the shares during any portion to amount paid-up.
or portions of the period in respect of which the dividend is paid but
if any share is issued on terms providing that it shall rank for
dividends as from a particular date such share shall rank for dividend
accordingly.
158. The Board of Directors may retain the dividend payable upon shares Retention of dividends
in respect of which any person under Articles has become entitled until completion of
to be a member, or any person under that Article is entitled to transfer under Articles.
transfer, until such person becomes a member, in respect of such
shares or shall duly transfer the same.
159. No member shall be entitled to receive payment of any interest or No Member to receive
dividend or bonus in respect of his share or shares, whilst any money dividend whilst
may be due or owing from him to the Company in respect of such indebted to the
share or shares (or otherwise however, either alone or jointly with company and the
any other person or persons) and the Board of Directors may deduct Company’s right of
from the interest or dividend payable to any member all such sums reimbursement thereof.
of money so due from him to the Company.
160. A transfer of shares does not pass the right to any dividend declared Effect of transfer of
thereon before the registration of the transfer. shares.

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161. Any one of two or more joint shareholders of a share may give Dividend to joint
effective receipts for any dividends, bonuses or other monies holders.
payable in respect of such share.
162. a) Any dividend, interest or other monies payable in cash in Dividends how
respect of shares may be paid by cheque or warrant sent through remitted.
the post directed to the registered 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.
b) Every such cheque or warrant shall be made payable to the
order of the person to whom it is sent.
163. Notice of any dividend that may have been declared shall be given Notice of dividend.
to the persons entitled to share therein in the manner mentioned in
the Act.
164. No unclaimed dividend shall be forfeited before the claim becomes No interest on
barred by law and no unpaid dividend shall bear interest as against Dividends.
the Company.
CAPITALIZATION
165. (1) The Company in General Meeting may, upon the Capitalization.
recommendation of the 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) amongst the members who would
have been entitled thereto, if distributed by way of dividend and in
the same proportions.
(2) The sums aforesaid shall not be paid in cash but shall be
applied subject to the provisions contained in clause (3) either in or
towards:
(i) paying up any amounts for the time being unpaid on any
shares held by such members respectively;
(ii) paying up in full, unissued shares of the Company to be
allotted and distributed, credited as fully paid up, to and amongst
such members in the proportions aforesaid; or
(iii) partly in the way specified in sub-clause (i) and partly in that
specified in sub-clause (ii).
(3) A Securities Premium Account and Capital Redemption
Reserve Account may, for the purposes of this regulation, only be
applied in the paying up of unissued shares to be issued to members
of the Company and fully paid bonus shares.
(4) The Board shall give effect to the resolution passed by the
Company in pursuance of this regulation.
166. (1) Whenever such a resolution as aforesaid shall have been Fractional Certificates.
passed, the Board shall —
(a) make all appropriations and applications of the undivided
profits resolved to be capitalized thereby and all allotments and
issues of fully paid shares, if any, and generally to do all acts and
things required to give effect thereto.

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(2) The Board shall have full power -
(a) to make such provision, by the issue of fractional certificates
or by payment in cash or otherwise as it thinks fit, in case of shares
becoming distributable in fractions; and also
(b) to authorise 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 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 the profits resolved to be capitalized, of
the amounts 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 all such members.
(4) That for the purpose of giving effect to any resolution,
under the preceding paragraph of this Article, the Directors may
give such directions as may be necessary and settle any questions
or difficulties that may arise in regard to any issue including
distribution of new equity shares and fractional certificates as they
think fit.
167. (1) The books containing the minutes of the proceedings of any Inspection of Minutes
General Meetings of the Company shall be open to inspection of Books of General
members without charge on such days and during such business Meetings.
hours as may be consistent with the provisions of Section 119 of the
Act be determined by the Company in General Meeting and the
members will also be entitled to be furnished with copies thereof
on payment of regulated charges.
(2) Any member of the Company shall be entitled to be
furnished within seven days after he has made a request in that
behalf to the Company with a copy of any minutes referred to in
sub-clause (1) hereof on payment of Rs. 10 per page or any part
thereof.
168. a) The Board shall from time to time determine whether and Inspection of Accounts
to what extent and at what times and places and under what
conditions or regulations, the accounts and books of the company,
or any of them, shall be open to the inspection of members not
being directors.
b) No member (not being a director) shall have any right of
inspecting any account or book or document of the company except
as conferred by law or authorised by the Board or by the company
in general meeting.
FOREIGN REGISTER
169. The Company may exercise the powers conferred on it by the Foreign Register.
provisions of the Act with regard to the keeping of Foreign Register
of its Members or Debenture holders, and the Board may, subject
to the provisions of the Act, make and vary such regulations as it
may think fit in regard to the keeping of any such Registers.
DOCUMENTS AND SERVICE OF NOTICES

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170. Any document or notice to be served or given by the Company be Signing of documents &
signed by a Director or such person duly authorised by the Board for notices to be served or
such purpose and the signature may be written or printed or given.
lithographed.
171. Save as otherwise expressly provided in the Act, a document or Authentication of
proceeding requiring authentication by the company may be signed documents and
by a Director, the Manager, or Secretary or other Authorised Officer proceedings.
of the Company and need not be under the Common Seal of the
Company.
WINDING UP
172. Subject to the provisions of Chapter XX of the Act and rules made
thereunder—
(i) 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.
(ii) 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.
(iii) 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
173. Every Officer or Employee of the Company shall be indemnified out
of the assets of the Company against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which
judgement is given in his favour or in which he is acquitted or in
which relief is granted to him by the Court or tribunal.

174. Subject to the provisions of the Act and so far as such provisions
permit, no officer or any employee of the Company shall be liable
for acts, omissions, neglects or defaults of any other director or
officer, or for joining in any receipt or act for conformity, or for any
loss or expense happening to the Company through the insufficiency
or deficiency or title to any property acquired by the order of the
Director for or on behalf of the Company or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the
Company shall be invested, or for any loss incurred by any error of
judgement, omission or default or oversight on his part, or for any
other loss, damage or misfortune, whatever which shall happen in
the execution of the duties of his office or in relation thereto, unless
the same happens through his own dishonestly.

The Company may take and maintain any insurance as the Board
may think fit on behalf of its directors (present and former), other
employees and Key managerial Personnel, for insurers to directly
meet all claims, losses, expenses, fines, penalties or such other

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levies, or for indemnifying any or all of them against any such
liability for any acts in relation to the Company for which they may
be liable.
SECRECY
175. (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member Secrecy
of a Committee, Officer, Servant, Agent, Accountant or other
persons employed in the business of the company shall, if so
required by the Directors, before entering upon his duties, sign a
declaration pleading himself to observe strict secrecy respecting all
transactions and affairs of the Company with the customers and the
state of the accounts with individuals and in matters relating
thereto, and shall by such declaration pledge himself not to reveal
any of the matter which may come to his knowledge in the discharge
of his duties except when required so to do by the Directors or by
any meeting or by a Court of Law and except so far as may be
necessary in order to comply with any of the provisions in these
presents contained.
(b) No member or other person (other than a Director) shall be Access to property
entitled to enter the property of the Company or to inspect or information etc.
examine the Company's premises or properties or the books of
accounts of the Company without the permission of the Board of
Directors of the Company for the time being or to require discovery
of or any information in respect of any detail of the Company's
trading or any matter which is or may be in the nature of trade
secret, mystery of trade or secret process or of any matter
whatsoever which may relate to the conduct of the business of the
Company and which in the opinion of the Board it will be
inexpedient in the interest of the Company to disclose or to
communicate.
176. Where any provisions of the said Act, provides that the Company
shall do such act, deed, or thing, or shall have a right, privilege or
authority to carry out a particular transaction, only if it is authorized
in its Articles, in respect of all such acts, deeds, things, rights,
privileges and authority, this article hereby authorizes the Company
to carry out the same, without the need for any specific or explicit
Article in that behalf.

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 SECTION X – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried
on by our Company or contracts entered into more than two years before the date of this Red Herring
Prospectus) which are or may be deemed material have been entered or to be entered into by our
Company. These contracts, copies of which will be attached to the copy of the Red Herring Prospectus,
delivered to the Registrar of Companies for filing and also the documents for inspection referred to
hereunder, may be inspected at our Registered Office from 10.00 am to 4.00 pm on Working Days
from the date of the Red Herring Prospectus until the Bid/Issue Closing Date, except for such contracts
and documents that will be executed subsequent to the completion of the Bid/Issue Closing Date.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or
modified at any time if so, required in the interest of our Company or if required by the other parties,
without reference to the Shareholders, subject to compliance of the provisions contained in the
Companies Act and other applicable law.

MATERIAL CONTRACTS TO THE ISSUE

1. Issue Agreement dated September 29, 2023 entered into between our Company and the BRLM.

2. Registrar Agreement dated September 29, 2023 entered into between our Company and the
Registrar to the Issue.

3. Underwriting Agreement dated September 29, 2023 entered into between our Company and the
Underwriters.

4. Market Making Agreement dated September 29, 2023 between our Company, Market Maker and
the Book Running Lead Manager.

5. Bankers to the Issue Agreement dated February 08, 2024 amongst our Company, the Book
Running Lead Manager, Banker(s) to the Issue, Sponsor Bank and the Registrar to the Issue.

6. Syndicate Agreement dated February 08, 2024 entered into among our Company, the BRLM and
Syndicate members.

7. Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated September
11, 2023.

8. Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated September
8, 2023.

MATERIAL DOCUMENTS IN RELATION TO THE ISSUE

1. Certified copies of Memorandum of Association and Articles of Association of our Company as

amended from time to time.

2. Our certificate of incorporation dated May 11, 2005 and certificate of incorporation dated August
03, 2023 consequent upon change of name of our Company pursuant to its conversion to a public
company.

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3. Resolution passed by our Board in relation to authorization of the Issue and other related matters
dated September 01, 2023.

4. Resolution passed by our Shareholders in relation to authorization of and other related matters
dated September 07, 2023.

5. Resolutions of the Board of Directors of the Company dated September 30, 2023 taking on record
and approving the Draft Red Herring Prospectus.

6. Resolutions of the Board of Directors of the Company dated February 14, 2024 taking on record
and approving this Red Herring Prospectus.

7. Employment agreement dated August 21, 2023 between our Company and Mrs. Poonam
Goenka, Whole-Time Director of our Company.

8. Employment agreement dated August 21, 2023 between our Company and Mr. Vanshay Goenka,
Managing Director of our Company.

9. Copy of In-Principle approval dated November 22, 2023 to use its name in this issue document
for listing of Equity Shares on EMERGE Platform of National Stock Exchange of India.

10. Copies of auditor’s reports of our Company in respect of our audited financial statements for the
Period ended on September 30, 2023 and for the Fiscal Years 2021, 2022 and 2023.

11. Examination report of our Peer Review Auditor dated January 23, 2024 on the Restated Financial
Information for the Period ended on September 30, 2023 and for the Fiscal Years 2021, 2022 and
2023

12. Statement of Special Tax Benefits available to our Company and its shareholders under direct and
indirect tax laws in India from our Peer Review Auditor, dated February 05, 2024.

13. Certificate issued in respect of KPIs by our Peer Review Auditor dated February 05, 2024.

14. Consents of the Promoters, Directors, Company Secretary and Compliance Officer, chief financial
officer, Senior Management, Book Running Lead Manager, Statutory Auditor, Peer Review
Auditor, Expert, the Syndicate Member(s), Registrar to the Issue, Banker(s) to the company,
Banker(s) to the Issue, Sponsor Bank, Refund Bank, legal advisor(s), Underwriter(s) to the Issue
as referred to act, in their respective capacities.

Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended
or modified at any time if so, required in the interest of our Company or if required by the other
parties, without notice to the shareholders, subject to compliance of the provisions contained in
the Companies Act and other relevant laws.

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 DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules,
or guidelines, or regulations issued by the Government of India or the rules, or guidelines, or
regulations issued by the Securities and Exchange Board of India, established under section 3 of the
Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and
no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act,
2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules,
1957, the Securities and Exchange Board of India Act, 1992, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. We further certify that all the statements made in
this Red Herring Prospectus are true and correct.

Signed by all the Directors of Our Company

Name and Designation Signature

Vanshay Goenka
SD/-
Managing Director
Rajeev Goenka
SD/-
Chairman and Non- Executive Director
Poonam Goenka
SD/-
Whole-time Director
Payal Bafna
SD/-
Independent Director
Khusbu Agarwal
Independent Director SD/-

Signed by Chief Financial Officer and Company Secretary & Compliance Officer of the Company.

SD/- SD/-

Lokesh Nahata Shivani Marda

Chief Financial Officer Company Secretary and Compliance Officer

Place: Kolkata
Date: February 14, 2024

Page 472 of 472