Prospectus

Dated: November 23, 2021

Please read section 26 of the Companies Act, 2013
Fixed Price Issue

EURO PANEL PRODUCTS LIMITED

Our Company was originally incorporated as a private limited company in the name of “Archer Trading House Private Limited” under the provisions of the
Companies Act, 1956 vide Certificate of Incorporation dated December 18, 2013 bearing Corporate Identification Number U51101MH2013PTC251176 issued by
the Registrar of Companies, Maharashtra, Mumbai. Subsequently, the name of our Company was changed to “Euro Panel Products Private Limited” pursuant to
the special resolution passed by the Shareholders of our Company at the Extra-Ordinary General Meeting held on August 18, 2014. The Deputy Registrar of
Companies, Mumbai issued a fresh Certificate of Incorporation dated October 22, 2014, upon change of the name of the Company, bearing Corporate Identification
Number U28931MH2013PTC251176. Our Company was converted into a public limited company pursuant to the special resolution passed by the Shareholders of
our Company at the Extra-Ordinary General Meeting held on August 25, 2021 and consequently upon conversion, the name of our Company was changed to “Euro
Panel Products Limited” vide a fresh Certificate of Incorporation dated September 21, 2021, bearing Corporate Identification Number U28931MH2013PLC251176
issued by the Registrar of Companies, Mumbai. For further details, please refer to chapter titled “History and Certain Corporate Matters” beginning on page 124
of this Prospectus
Registered Office: 702, 7th Floor, Aravalli Business Centre, Ramdas Sutrale Road, Borivali (West) Mumbai 400092, Maharashtra, India.| Tel:- 022 29686500;|
Email Id: [email protected] | Website: www.eurobondacp.com | Contact Person: Hiral Shah, Company Secretary and Compliance Officer

PROMOTER OF THE COMPANY: RAJESH SHAH AND DIVYAM SHAH

THE OFFER
INITIAL PUBLIC ISSUE OF 65,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10.00/- EACH (“EQUITY SHARES”) OF EURO PANEL PRODUCTS LIMITED (“EURO”OR
“THE COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 70.00 PER EQUITY SHARE (THE “ISSUE PRICE”), (INCLUDING A PREMUIM OF ₹ 60.00 PER
EQUITY SHARE), AGGREGATING ₹ 4,515.00 LAKHS (“THE ISSUE”), OF WHICH 5,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10.00/- EACH FOR CASH AT A
PRICE OF ₹ 63.00* EACH AGGREGATING TO ₹ 315.00 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES [OTHER THAN PROMOTER AND
PROMOTER GROUP] OF THE ISSUER (THE “EMPLOYEES RESERVATION PORTION”) AND 3,28,000 EQUITY SHARES OF FACE VALUE OF ₹ 10.00/- EACH FOR
CASH AT A PRICE OF ₹ 70.00 EACH AGGREGATING ₹ 229.60 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE ISSUE (THE
“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 56,72,000 EQUITY SHARES OF FACE
VALUE OF ₹ 10.00 EACH FOR CASH AT A PRICE OF ₹ 70.00 PER EQUITY SHARE, AGGREGATING TO ₹ 3970.40 LAKHS IS HEREINAFTER REFERRED TO AS THE
“NET ISSUE”. THE ISSUE AND THE NET ISSUE SIZE WILL CONSTITUTE 26.53 % AND 25.19 % RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL
OF THE COMPANY.
Note: The Net Issue Size (as defined below) includes Net Issue (as defined below) and Reservation for Eligible employees (other than promoter and promoter group)
* Our Company in consultation with the Lead Manager, have offered a discount of ₹ 7.00 per Equity Share to Eligible Employees bidding in the Employee Reservation
Portion.
THE FACE VALUE OF THE EQUITY SHARE IS ₹10.00/- EACH AND THE ISSUE PRICE IS 7.00 TIMES OF THE FACE VALUE.
THIS ISSUE IS BEING MADE THROUGH FIXED PRICE PROCESS IN TERMS OF CHAPTER IX OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (“SEBI (ICDR) REGULATIONS”) AS AMENDED AND RULE 19(2)(B)(I) OF THE SECURITIES CONTRACTS (REGULATION)
RULES, 1957, AS AMENDED (THE “SCRR”), THIS ISSUE HAS BEEN MADE FOR AT LEAST 25.00% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY AND
ALLOCATION IN THE NET ISSUE TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 253 OF THE SEBI (ICDR) REGULATIONS, 2018, AS AMENDED. FOR FURTHER
DETAILS, PLEASE REFER TO CHAPTER TITLED "ISSUE PROCEDURE" BEGINNING ON PAGE NO. 241 OF THIS PROSPECTUS. A COPY OF THE PROSPECTUS IS DELIVERED TO THE
REGISTRAR OF COMPANIES, MUMBAI FOR FILING AS REQUIRED UNDER SECTION 26 OF THE COMPANIES ACT, 2013.
All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account
and UPI ID in case of RII’s, if applicable, in which the application amount shall be blocked by the Self-Certified Syndicate Banks (“SCSBs”) or under UPI Mechanism as the
case may be. For details in this regard, specific attention is invited to chapter titled "Issue Procedure" on page no. 241 of this Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of our company, there has been no formal market for the securities of our company. The face value of the shares is ₹ 10.00/- per equity share and the
Issue Price is 7.00 times of the face value. The Issue Price (is determined by our Company, in consultation with the Lead Manager) as stated in the chapter titled on “Basis for Issue
Price” beginning on page no. 86 of this Prospectus should not be taken to be indicative of the market price of the equity shares after the equity shares are listed. No assurance can be
given regarding an active and/or sustained trading in the equity shares of our company 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 this Issue unless they can afford to take the risk of losing their
investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. 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 neither been recommended nor approved by Securities and
Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Prospectus . Specific attention of the investors is invited to the
section titled “Risk Factors” beginning on page no. 24 of this Prospectus.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 Prospectus is true and correct in all material aspects and is not misleading in any material respect;
that the opinions and intentions expressed herein are honestly held; and that there are no other facts, the omission of which makes this 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 this 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 an In-Principle Approval Letter dated November 18, 2021 from National
Stock Exchange of India Limited for using its name in this Prospectus for listing of our Equity Shares on the EMERGE Platform of National Stock Exchange of India Limited. For the
purpose of this Issue, the Designated Stock Exchange will be the National Stock Exchange of India Limited (“NSE”).
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
FEDEX SECURITIES PRIVATE LIMITED LINK INTIME INDIA PRIVATE LIMITED
B 7, 3rd Floor, Jay Chambers, Dayaldas Road, C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-400083,
Vile Parle (East), Mumbai - 400 057, Maharashtra, India. Maharashtra, India.
Tel No: +91 81049 85249 Tel No.: 022-4918 6200
Fax No.: Not Available Fax No.: 022-4918 6060
E-mail: [email protected] E-mail: [email protected]
Website: www.fedsec.in Website: www.linkintime.co.in
Contact Person: Yash Kadakia Contact Person: Shanti Gopalkrishnan
SEBI Registration Number: INM000010163 SEBI Registration Number: INR000004058
Investor Grievance E-mail: [email protected] Investor Grievance E-Mail: [email protected]
ISSUE PROGRAMME
ISSUE OPENS ON December 14, 2021
ISSUE CLOSES ON December 16, 2021
 INDEX
SECTION - I - GENERAL ...................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS .................................................................................................................. 2
FORWARD-LOOKING STATEMENTS ................................................................................................................15
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ....................................................................16
SUMMARY OF OFFER DOCUMENT .................................................................................................................18
SECTION - II - RISK FACTORS ...........................................................................................................................24
SECTION - III –INTRODUCTION .......................................................................................................................49
THE ISSUE........................................................................................................................................................49
SUMMARY OF FINANCIAL INFORMATION ......................................................................................................51
GENERAL INFORMATION ................................................................................................................................57
CAPITAL STRUCTURE ......................................................................................................................................65
SECTION - IV – PARTICULARS OF THE ISSUE ...................................................................................................78
OBJECTS OF THE ISSUE ...................................................................................................................................78
BASIS FOR ISSUE PRICE ...................................................................................................................................86
STATEMENT OF TAX BENEFITS .......................................................................................................................89
SECTION V – ABOUT THE COMPANY ..............................................................................................................92
INDUSTRY OVERVIEW .....................................................................................................................................92
BUSINESS OVERVIEW......................................................................................................................................97
KEY INDUSTRY REGULATIONS AND POLICIES ...............................................................................................113
HISTORY AND CERTAIN CORPORATE MATTERS............................................................................................124
OUR MANAGEMENT .....................................................................................................................................129
OUR PROMOTER AND PROMOTER GROUP ..................................................................................................141
OUR GROUP COMPANIES .............................................................................................................................145
DIVIDEND POLICY..........................................................................................................................................148
SECTION VI – FINANCIAL STATEMENTS ........................................................................................................149
RESTATED FINANCIAL STATEMENT ..............................................................................................................149
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS ..193
FINANCIAL INDEBTEDNESS ...........................................................................................................................199
SECTION VII – LEGAL AND OTHER INFORMATION........................................................................................204
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ...................................................................204
GOVERNMENT AND OTHER STATUTORY APPROVALS .................................................................................212
OTHER REGULATORY AND STATUTORY APPROVALS....................................................................................219
SECTION VIII – ISSUE INFORMATION ............................................................................................................228
TERMS OF ISSUE ...........................................................................................................................................228
ISSUE STRUCTURE .........................................................................................................................................237
ISSUE PROCEDURE ........................................................................................................................................241
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES...............................................................276
SECTION IX – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................277
SECTION X – OTHER INFORMATION .............................................................................................................318
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................318
DECLARATION ...............................................................................................................................................320

Page 1 of 320
 SECTION - I - GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies or unless otherwise specified, shall have the meaning as provided below. References to any
legislation, act, regulations, rules, guidelines or policies shall be to such legislation, act, regulations, 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 Prospectus, but not defined herein shall have, to the extent applicable,
the meaning ascribed to such terms under SEBI ICDR Regulations 2018, the Companies Act 2013, the SCRA,
the Depositories Act, and the rules and regulations made thereunder.
Notwithstanding the foregoing, the terms not defined but used in the chapters titled “Statement of Tax
Benefits”, “Restated Financial Statement”, “Outstanding Litigations and Material Developments”, “Key
Industry Regulations and Policies” and section titled “Main Provision of Articles of Association” beginning on
page no. 89, 149, 204, 113 and 277 respectively, shall have the meanings ascribed to such terms in the
respective sections.
CONVENTIONAL OR GENERAL TERMS
Term Description
“Euro Panel Products Unless the context otherwise indicates or implies refers to Euro Panel
Limited”, “Euro”, “We” or Products Limited, a Public Limited Company incorporated under the
“us” or “Our Company” or provisions of the Companies Act, 1956 having its Registered Office at 702,
“the Issuer” 7th Floor, Aravalli Business Centre, Ramdas Sutrale Road, Borivali (West)
Mumbai 400092, Maharashtra, India.
Promoters of our Company Rajesh Shah and Divyam Shah
Promoter Group Such persons, entities and companies constituting our promoter group
pursuant to Regulation 2(1)(pp) of SEBI ICDR Regulations as disclosed in
the chapter titled “Our Promoter and Promoter Group” beginning on page
no. 141 of this Prospectus
“you”, “your” or “yours” Prospective Investors in this Issue / Offer
CORPORATE RELATED TERMS
Term Description
AOA/Articles / Articles of The Articles of Association of Euro Panel Products Limited, as amended
Association from time to time
Auditors / Statutory The Statutory Auditor of our Company, being M/s Vipul M Shah and
Auditors Associates (FRN: 117853W)
Audit Committee The Audit Committee of our Board, as described in “Our Management”
beginning on page no. 129 of this Prospectus
Board / Board of Directors The Board of Directors of our Company, including all duly constituted from
/ Our Board time to time including any Committees thereof as the context may refer
to
Company Secretary and The Company Secretary of our Company, being Hiral Shah
Compliance Officer
Chief Financial Officer/ The Chief Financial Officer of our Company, being Shrenik Bhavsar
CFO
Corporate Identification U28931MH2013PLC251176
Number (CIN)
Director(s) Director(s) on the Board of Euro Panel Products Limited as appointed from
time to time, unless otherwise specified
Equity Shares/Shares Equity Shares of our Company having face value of ₹ 10.00/- each, fully

Page 2 of 320
 Term Description
paid up, unless otherwise specified in the context thereof
Equity Shareholders / Persons /entities holding Equity Shares of our Company
Shareholders
Group Companies Companies (other than our Corporate Promoters and Subsidiaries) with
which there were related party transactions as disclosed in the Restated
Financial Statements as covered under the applicable accounting
standards, and as disclosed in “Our Group Companies” beginning on page
no. 145 of this Prospectus
Independent Director Independent directors on the Board, and eligible to be appointed as an
independent director under the provisions of Companies Act and SEBI
Listing Regulations. For details of the Independent Directors, please refer
to chapter titled “Our Management” beginning on page no. 129 of this
Prospectus.
ISIN International Securities Identification Number is INE505V01016
Key Management Key Management Personnel of our Company in terms of Regulation 2(1)
Personnel /KMP (bb) of the SEBI (ICDR) Regulations and Section 2(51) of the Companies
Act, 2013. For details, please refer “Our Management” beginning on page
no. 129 of this Prospectus.
MoA / Memorandum of The Memorandum of Association of our Company, as amended from time
Association to time
Nomination & The Nomination and Remuneration Committee of our Board described in
Remuneration Committee the chapter titled “Our Management” beginning on page no. 129 of this
Prospectus.
Non- Executive Director A Director not being an Executive Director or an Independent Director
NRIs / Non-Resident Indian A person resident outside India, as defined under FEMA Regulation and
who is a citizen of India or a Person of Indian Origin under Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident
Outside India) Regulations, 2000.
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.
Peer Review Auditor The Peer Review Auditor of our Company, being M/s Jogin Raval and
Associates (FRN: 128586W), having Peer Review Certificate No. 013114
Registered Office 702, 7th Floor, Aravalli Business Centre, Ramdas Sutrale Road, Borivali
(West) Mumbai 400092, Maharashtra, India.
Registrar of Companies / Registrar of Companies, Mumbai, Maharashtra:100, Everest, Marine
ROC / RoC Drive, Mumbai-400002, Maharashtra, India.
Restated Financial The Restated Audited Financial Statements of our Company for the
Statements Financial Years ended March 31, 2019, 2020 and 2021 and for the period
ended June 30, 2021, which comprises of the Restated Audited Balance
Sheet, Restated Audited Statement of Profit and Loss and the Restated
Audited Cash Flow Statement, together with the annexures and notes
thereto disclosed in chapter titled “Restated Financial Statement”
beginning on page no. 149 of this Prospectus
Statutory Auditor The Statutory Auditor of our Company, being M/s Jogin Raval and
Associates (FRN: 128586W), having Peer Review Certificate No. 013114
has been appointed at the Extra Ordinary General Meeting on November
10, 2021.

Page 3 of 320
 Term Description
(M/s. Vipul M Shah and Associates has given its resignation due to
personal reasons and the Company has accepted the resignation vide
Resignation Letter dated November 09, 2021)
Stakeholders’ Relationship The Stakeholders Relationship Committee of the Board of Directors
Committee constituted as the Company’s Stakeholders’ Relationship Committee in
accordance with Section 178(5) of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014 and described
in the chapter titled “Our Management” beginning page no. 129 of this
Prospectus
OFFER RELATED TERMS
Term Description
Abridged Prospectus Abridged Prospectus to be issued under SEBI ICDR Regulations and
appended to the Application Forms.
Acknowledgement Slip The acknowledgement slips or document issued by the Designated
Intermediary to an applicant as proof of having accepted the Application
Form
Allot / Allotment / Allotted Unless the context otherwise requires, allotment of the Equity Shares
/ Allotment of Equity pursuant to the Offer of Equity Shares to the successful Applicants.
Shares
Allottee(s) A successful Applicant to whom the Equity Shares are being allotted
Allotment Advice Note or advice or intimation of Allotment sent to each successful
applicant who have been or are to be Allotted the Equity Shares after
approval of the Basis of Allotment by the Designated Stock Exchange
Allotment Date Date on which the Allotment is made
Applicant Any prospective investor who makes an application for Equity Shares of
our Company in terms of the Prospectus. All the applicants should make
application through ASBA only.
Application Lot 2,000 Equity Shares and in multiples thereof
Application Amount The amount at which the Applicant makes an application for Equity Shares
of our Company in terms of the Prospectus
Application Supported by An application, whether physical or electronic, used by applicants to make
Blocked Amount/ ASBA an application and authorize an SCSB to block the application Amount in
the ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form
submitted by applicant for blocking the application Amount mentioned in
the ASBA Form
ASBA Form An application form, whether physical or electronic, used by ASBA
Applicant which will be considered as the application for Allotment in
terms of the Prospectus
Bankers to the Company HDFC Bank Limited and Cosmos Co-operative Bank Limited
Banker to the Offer / Collectively, Escrow Collection Bank, Public Offer Bank, Sponsor Bank and
Refund Banker / Public Refund Bank, as the case may be
Offer Bank
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful
Applicants under the Offer, described in “Issue Procedure” beginning on
page no. 241 of this Prospectus
Business Day Any day on which commercial banks are open for the business
CAN /Confirmation of A note or advice or intimation sent to Investors, who have been allotted
Allocation Note the Equity Shares, after approval of Basis of Allotment by the Designated

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 Term Description
Stock Exchange
Client ID Client Identification Number of the Applicant’s Beneficiary Account
Collection Centers Broker Centers notified by National Stock Exchange of India Limited where
bidders can submit the Application Forms to a Registered Broker. The
details of such Broker Centers, along with the names and contact details
of the Registered Brokers, are available on the website of the National
Stock Exchange of India Limited
Collecting Depository A depository participant as defined under the Depositories Act, 1996,
Participant or CDP registered with SEBI and who is eligible to procure Application Forms at
the Designated CDP Locations in terms of circular no.
GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Controlling Branches/ Such branches of the SCSBs which co-ordinate Application Forms by the
Controlling Branches of ASBA Bidders with the Registrar to the Offer and EMERGE Platform of
the SCSBs National Stock Exchange of India Limited and a list of which is available at
www.sebi.gov.in or at such other website as may be prescribed by SEBI
from time to time
Demographic Details The demographic details of the Applicant such as their address, PAN,
occupation, bank account details and UPI ID (as applicable)
Depositories National Securities Depositories Limited (NSDL) and Central Depository
Services Limited (CDSL) or any other 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/DP A depository participant registered with SEBI under the Depositories Act.
Designated CDP Locations Such centre of the CDPs where applicant can submit the ASBA Forms. The
details of such Designated CDP Locations, along with names and contact
details of the CDPs eligible to accept ASBA Forms are available on the
website of National Stock Exchange of India Limited
Designated Date The date on which amounts blocked by the SCSBs are transferred from
the ASBA Accounts, as the case may be, to the Public Offer Account or the
Refund Account, as appropriate, in terms of the Prospectus, following
which the Board may Allot Equity Shares to successful Bidders in the Offer
Designated Intermediaries The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered
Brokers, CDPs and RTAs, who are categorized to collect Application Forms
from the Applicant, in relation to the Offer
Designated Market Maker Rikhav Securities Limited will act as the Market Maker and 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
a period as may be notified by amendment to SEBI ICDR Regulations
Designated RTA Locations Such locations of the RTAs where applicant can submit the ASBA Forms to
RTAs. The details of such Designated RTA Locations, along with the names
and contact details of the RTAs are available on the National Stock
Exchange of India Limited
Designated SCSB Branches Such Branches of the SCSBs which shall collect the ASBA Forms used by
the applicant, a list of which is available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
pi=yes&intmId=35
Designated Stock EMERGE Platform of National Stock Exchange of India Limited (“NSE
Exchange EMERGE”)
Draft Prospectus The Draft Prospectus issued in accordance with the SEBI ICDR Regulations.

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 Term Description
Eligible Employees All or any of the following:
a) permanent and full-time employee of our Company,
b) (excluding such employees who are not eligible to invest in the Issue
under applicable laws, rules, regulations and guidelines and the
Promoters and their immediate relatives) as of the date of filing of
the Draft Prospectus with the Stock Exchange and Prospectus with
the RoC and who continues to be an employee of our Company, as
the case may be, until the submission of the Bid cum Application Form
and is based, working in India as on the date of submission of the Bid
cum Application Form; and (b) a Director of our Company, whether a
Whole Time Director or otherwise, (excluding such Directors not
eligible to invest in the Issue under applicable laws, rules, regulations
and guidelines and the Promoters and their immediate relatives) as
of the date of filing the Prospectus with the Stock Exchange and
Prospectus with the RoC and who continues to be a Director of our
Company until the submission of the Bid cum Application Form and is
based in India as on the date of submission of the Bid cum Application
Form. (c) An employee of our Company, who is recruited against a
regular vacancy but is on probation as on the date of submission of
the Bid cum Application Form will also be deemed a permanent and
a full-time employee. The maximum Bid Amount under the Employee
Reservation Portion by an Eligible Employee shall not exceed ₹.
5,00,000
Employee Reservation Reservation of 5,00,000 Equity Shares, available for allocation to Eligible
Portion Employees on a proportionate basis aggregating ₹ 315.00 Lakhs
Employee Discount Our Company in consultation with the Lead Manager, have offered a
discount of ₹ 7.00 per Equity Share to Eligible Employees.
Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an
issue or invitation under the Issue and in relation to whom the ASBA Form
and the Prospectus will constitute an invitation to subscribe to or to
purchase the Equity Shares and who have opened dematerialized
accounts with SEBI registered qualified depository participants.
Eligible QFIs Qualified Foreign Investors from such jurisdictions outside India where it
is not unlawful to make an offer or invitation to participate in the Issue
and in relation to whom the Prospectus constitutes an invitation to
subscribe to Equity Shares issued thereby, and who have opened
dematerialized accounts with SEBI registered qualified depository
participants, and are deemed as FPIs under SEBI FPI Regulations
Escrow Account(s) Account opened with the Escrow Collection Bank(s) and in whose favour
the Investors will transfer money through direct credit/NEFT/RTGS/NACH
in respect of the Applicant Amount
Escrow Agreement An agreement to be entered among our Company, the Registrar to the
Issue, the Escrow Collection Bank(s), Refund Bank(s) and the Lead
Manager for the collection of Application Amounts and where applicable,
for remitting refunds, on the terms and conditions thereof
Escrow Collection Bank(s) Banks which are clearing members and registered with SEBI as bankers to
an issue and with whom the Escrow Accounts will be opened, in this case
being ICICI Bank Limited.
First Applicant Applicant whose name appears first in the Application Form in case of a
joint application form and whose name shall also appear as the first holder

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 Term Description
of the beneficiary account held in joint names or in any revisions thereof
Foreign Portfolio Investor / Foreign Portfolio Investor as defined under SEBI FPI Regulations
FPIs
General Information The General Information Document for investing in public issues prepared
Document/ GID and issued in accordance with the circular no.
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, notified by
SEBI, suitably modified and included in the chapter titled “Issue
Procedure” beginning on page no. 241 of this Prospectus
Issue / Issue Size / Public Public issue of 65,00,000 Equity Shares of face value of ₹ 10.00 each of
Issue / IPO / Offer our Company for cash at a price of ₹ 70.00* per Equity Share (including a
share premium of ₹ 60.00 per Equity Share) aggregating to ₹ 4,515 Lakhs
of which 5,00,000 Equity Shares of face value ₹10.00 each for cash at a
price of ₹ 63.00 per Equity Share aggregating to ₹ 315.00 Lakhs will be
reserved for the subscription by Eligible Employees of the Company and
3,28,000 Equity Shares of face value ₹10.00 each for cash at a price of ₹
70.00 per Equity Share aggregating to ₹ 229.60 Lakhs will be reserved for
the subscription by the Market Maker.
* Our Company in consultation with the Lead Manager, have offered a
discount of ₹ 7.00 per Equity Share to Eligible Employees.
Issue Agreement The agreement dated October 13, 2021 between our Company, the Lead
Manager, pursuant to which certain arrangements are agreed to in
relation to the Issue
Issue Closing Date The date on which the Issue closes for subscription.
Issue Opening Date The date on which the Issue opens for subscription.
Issue Period The period between the Issue Opening Date and the Issue Closing Date
(inclusive of such date and the Issue Opening Date) during which
prospective bidders can submit their Application Forms, inclusive of any
revision thereof. Provided however that the applications shall be kept
open for a minimum of three (3) Working Days for all categories of
bidders. Our Company, in consultation with the Lead Manager, may
decide to close applications by QIBs one (1) day prior to the Issue Closing
Date which shall also be notified in an advertisement in same newspapers
in which the Issue Opening Date was published.
Issue Price ₹ 70.00 per Equity Share (* Our Company in consultation with the Lead
Manager, have offered a discount of ₹ 7.00 per Equity Share to Eligible
Employees.)
Issue Proceeds The proceeds from the Issue based on the total number of equity shares
allotted under the issue.
Lead Manager/ LM The Lead Manager to the Issue namely, Fedex Securities Private Limited
Listing Agreement The Listing Agreement to be signed between our Company and EMERGE
Platform of National Stock Exchange of India Limited (“NSE EMERGE”)
Market Making Agreement The Market Making Agreement dated November 16, 2021 between our
Company, the Lead Manager and Market Maker
Market Maker Reservation The reserved portion of 3,28,000 Equity Shares of face value of ₹ 10.00/-
Portion each fully paid-up for cash at a price of ₹ 70.00 per Equity Share
aggregating to ₹ 229.60 Lakhs for the Market Maker in this Issue
MSME Micro Small and Medium Enterprises
Mutual Fund(s) Mutual fund(s) registered with SEBI pursuant to SEBI (Mutual Funds)
Regulations, 1996, as amended from time to time
Net Issue The Net Issue of 56,72,000* Equity Shares of face value ₹10.00/- each fully

Page 7 of 320
 Term Description
paid-up of our Company for cash at a price of ₹ 70.00 per Equity Share
aggregating ₹ 3,970.40 Lakhs.
Net Issue Size The Net Issue Size of 61,72,000* Equity Shares of face value ₹10.00/- each
fully paid-up of our Company for cash at a price of ₹ 70.00** per Equity
Share aggregating ₹ 4285.40 Lakhs.
*The Net Issue Size includes Net Issue comprising of 56,72,00 Equity Shares
and Reservation for Eligible Employees (other than Promoter and
Promoter Group)
**Our Company in consultation with the Lead Manager, have offered a
discount of ₹ 7.00 per Equity Share to Eligible Employees.
Net Proceeds The Issue Proceeds less the Issue related expenses. For further details,
please refer to chapter titled “Objects of the Issue” beginning on page no.
78 of this Prospectus
Non-Institutional Bidders / All Applicants (including Eligible NRIs), who are not QIBs or Retail
Non-Institutional Investor Individual Bidders and who have applied for Equity Shares for an amount
/ NIB/ NII of more than ₹ 2,00,000
Non-Resident A person resident outside India, as defined under FEMA and includes
Eligible NRIs, Eligible QFIs, FIIs registered with SEBI and FVCIs registered
with SEBI
Person or Persons Any individual, sole proprietorship, unincorporated association,
unincorporated organization, body corporate, corporation, company,
partnership firm, limited liability partnership firm, 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 may require
Public Issue Account The account to be opened with the Banker to the Issue under section 40
of Companies Act, 2013 to received monies from the ASBA Accounts
QIBs or Qualified Qualified Institutional Buyers as defined under Regulation 2(1)(ss) of SEBI
Institutional Buyers ICDR Regulations
Refund through electronic Refunds through NECS, NEFT, direct credit, NACH or RTGS, as applicable
transfer of funds
Registered Brokers Stock brokers registered with SEBI as trading members (except
Syndicate/sub-Syndicate Members) who hold valid membership of
National Stock Exchange of India Limited having right to trade in stocks
listed on Stock Exchange and eligible to procure Application Forms in
terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012
Registrar Agreement The agreement dated October 13, 2021 entered between our Company,
and the Registrar to the Issue, in relation to the responsibilities and
obligations of the Registrar pertaining to the Issue
Registrar and Share Registrar and Share Transfer Agents registered with SEBI and eligible to
Transfer Agents or RTAs procure Applications at the Designated RTA Locations in terms of circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
Registrar to the Registrar to the Issue being Link Intime India Private Limited
Issue/Registrar
Retail Individual Investors Individual investors (including HUFs, in the name of Karta and Eligible
NRIs) who apply for the Equity Shares of a value of not more than ₹
2,00,000.
Revision Form The form used by the Applicant, to modify the quantity of Equity Shares
or the Application Amount in any of their Application Forms or any

Page 8 of 320
 Term Description
previous Revision Form(s) QIB Applicant and Non-Institutional Applicant
are not allowed to lower their Application Forms (in terms of quantity of
Equity Shares or the Application Amount) at any stage. Retail Individual
Bidders and Eligible Employees can revise their Application Forms during
the Issue Period and withdraw their Application Forms until Issue Closing
Date
SME Small and medium sized enterprises
Self-Certified Syndicate The list of SCSBs notified by SEBI for the ASBA process is available at
Bank(s) / SCSBs http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=y
es, 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 Investors
(other than a RIIs using the UPI Mechanism), not bidding through
Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may
submit the Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF
pi=yes&intmId=34,or at such other websites as may be prescribed by SEBI
from time to time
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 apply through the SCSBs and
mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised
Fpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised
Fpi=yes&intmId=43) respectively, as updated from time to time
Sponsor Bank Sponsor Bank being ICICI Bank Limited being a Banker to the Offer,
appointed by our Company to act as a conduit between the Stock
Exchanges and NPCI in order to push the mandate collect requests and /
or payment instructions of the RIIs using the UPI Mechanism and carry out
other responsibilities, in terms of the UPI Circulars
Specified Locations Bidding Centers where the Syndicate shall accept Application Forms
TRS / Transaction The slip or document issued by the Designated Intermediary (only on
Registration Slip demand), to the Applicant, as proof of registration of the Application Form
Underwriter Underwriter to the Issue being, Fedex Securities Private Limited
Underwriting Agreement The Agreement dated November 12, 2021 entered between the
Underwriters and our Company
UPI Unified payment Interface, which is an instant payment mechanism,
developed by NPCI
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
2018, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3,
2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, SEBI circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 8, 2019, SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020, SEBI circular No
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/ dated March 16, 2021 and SEBI
Circular No. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 and
any subsequent circulars or notifications issued by SEBI in this regard
UPI ID ID Created on the UPI for single-window mobile payment system

Page 9 of 320
 Term Description
developed by NPCI
UPI PIN Password to authenticate UPI transaction
UPI Mandate Request A request (intimating the RIIs by way of a notification on the UPI
application and by way of a SMS directing the RIIs to such UPI mobile
application) to the RIB initiated by the Sponsor Bank to authorise blocking
of funds on the UPI application equivalent to application Amount and
subsequent debit of funds in case of Allotment
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 da ted July 26, 2019, Retail Individual
Investors Bidding using the UPI Mechanism may apply through the SCSBs
and mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised
Fpi=yes&int mId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised
Fpi=yes&intmId=43) respectively, as updated from time to time
UPI Mechanism The bidding mechanism that may be used by RIIs in accordance with the
UPI Circulars to make an ASBA Bid in the Offer.
U.S Securities Act U.S Securities Act of 1933, as amended
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1) (lll) of the SEBI (ICDR)
Regulations.
Working Days All days on which commercial banks in Mumbai are open for business;
provided however, with reference to
(a) Bid/Offer Period, “Working Day” shall mean all days, excluding all
Saturdays, Sundays and public holidays, on which commercial banks in
Mumbai are open for business;
(b) the time period between the Bid/Offer Closing Date and the listing of
the Equity Shares on the Stock Exchanges, “Working Day” shall mean all
trading days of Stock Exchanges, excluding Sundays and bank holidays, as
per the circulars issued by SEBI.
TECHNICAL /GENERAL AND INDUSTRY RELATED TERMS OR ABBREVIATIONS
Term Description
Average RoCE Average return on capital employed, calculated by dividing the earnings
before interest and tax by the average total assets
PVDF polyvinylidene fluoride
CAGR compound annual growth rate
ASEAN Association of Southeast Asian Nations
CONVENTIONAL TERMS & ABBREVIATIONS
Term Description
A/c Account
AGM Annual General Meeting
AIF(s) Alternative Investment Funds as defined in and registered with SEBI
under SEBI AIF Regulations
AS / Accounting Standards Accounting Standards as issued by the Institute of Chartered
Accountants of India
ASBA Applications Supported by Blocked Amount
AY Assessment Year
Bn Billion

Page 10 of 320
 Term Description
CAGR Compounded Annual Growth Rate
CARO Companies (Auditor’s Report) Order, 2016, as amended
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CGST Central GST
CIN Corporate Identification Number
CIT Commissioner of Income Tax
COPRA The Consumer Protection Act, 1986
Companies Act Companies Act, 1956 (without reference to the provisions thereof that
have ceased to have effect upon notification of the Notified Sections)
and the Companies Act, 2013, to the extent in force pursuant to the
notification of the Notified Sections, read with the rules, regulations,
clarifications and modifications thereunder
Consolidated FDI Policy The current consolidated FDI Policy, effective from October 15, 2020
issued by the Department of Industrial Policy and Promotion, Ministry
of Commerce and Industry, Government of India, and any modifications
thereto or substitutions thereof, issued from time to time
Contract Act The Indian Contract Act, 1872
CSR Corporate Social Responsibility
CY Calendar Year
Depositories Act The Depositories Act, 1996
Depository A depository registered with the SEBI under the Securities and
Exchange Board of India (Depositories and Participants) Regulations,
1996
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce
and Industry, GoI
DP Depository Participant
DP ID Depository Participant’s identity number
EBITDA Earnings before Interest, Tax, Depreciation and Amortization
ECS Electronic Clearing System
EGM Extra-Ordinary General Meeting
Electricity Act The Electricity Act, 2003
EPFO Employees’ Provident Fund Organization
EPF Act The Employees’ Provident Funds and Miscellaneous Provisions Act,
1952
EPS Earnings per share
ESI Act The Employees’ State Insurance Act, 1948
ESIC Employee State Insurance Corporation
ESOP Employee Stock Option Plan
ESPS Employee Stock Purchase Scheme
FCNR Account Foreign Currency Non-Resident (Bank) account established in
accordance with the FEMA
FEMA Act/ FEMA Foreign Exchange Management Act, 1999, read with rules and
regulations thereunder
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a
Person Resident Outside India) Regulations, 2017 and amendments
thereto
FII(s) Foreign Institutional Investors as defined under SEBI FPI Regulations

Page 11 of 320
 Term Description
Financial Year / Fiscal Year / Unless stated otherwise, the period of twelve (12) months ending
FY March 31 of that particular year
FIPB Foreign Investment Promotion Board
FVCI Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000) registered with SEBI
GDP Gross Domestic Product
GIR Number General Index Registry Number
GoI/Government Government of India
Gratuity Act The Payment of Gratuity Act, 1972
GST Act The Central Goods and Services Tax Act, 2017
GST Goods and Services Tax
GSTIN GST Identification Number
HUF Hindu Undivided Family
HNI High Net Worth Individual
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IEC Import Export Code
IEM Industrial Entrepreneurs Memorandum
IFRS International Financial Reporting Standards
Rs. / Rupees / INR / ₹ Indian Rupees
IGST Integrated GST
IT Act Income Tax Act, 1961
Indian GAAP Generally Accepted Accounting Principles in India
Insider Trading Regulations The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended.
IPO Initial Public Offering
KMP Key Managerial Personnel
Ltd. Limited
LMs Lead Managers
IT Act The Income Tax Act, 1961
IT Rules Income Tax Rules, 1962
Kms Kilometres
LC Letter of Credit
LIBOR London Interbank Offered Rate
MCA Ministry of Corporate Affairs, Government of India
MCLR Marginal cost of funds-based lending rate
Mn Million
Mutual Fund(s) Mutual Fund(s) means mutual funds registered under SEBI (Mutual
Funds) Regulations, 1996
MoU Memorandum of Understanding
N.A. / NA Not Applicable
NACH National Automated Clearing House
NAV Net Asset Value
NEFT National Electronic Fund Transfer
NR Non-resident
NRE Account Non-Resident External Account
NRI A person resident outside India who is a citizen of India as defined under
the Foreign Exchange Management (Deposit) Regulations, 2016 or is an

Page 12 of 320
 Term Description
‘Overseas Citizen of India’ cardholder within the meaning of section
7(A) of the Citizenship Act, 1955
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
OCB / Overseas Corporate A company, partnership, society or other corporate body owned
Body directly or indirectly to the extent of at least 60% by NRIs including
overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had
taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Issue
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
RBI Reserve Bank of India
RONW Return on Net Worth
RoCE Return on Capital Employed
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SEZ Special Economic Zones
SEBI The Securities and Exchange Board of India constituted under SEBI Act,
1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds)
Regulations, 2012
SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital
Investors) Regulations, 2000
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996 as repealed pursuant to SEBI AIF Regulations
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011
Sq. metres Square Metres
STT Securities Transaction Tax
TAN Tax Deduction Account Number
TPA Tonnes Per Annum
UK United Kingdom
U.S. / USA / United States United States of America
USD / US$ United States Dollars
VCFs Venture capital funds as defined in and registered with SEBI under SEBI

Page 13 of 320
 Term Description
VCF Regulations or SEBI AIF Regulations, as the case may be
WCDL Working Capital Demand Loan
WCTL Working Capital Term Loan
WEO World Economic Outlook
WHO World Health Organization
YoY Year on Year

Page 14 of 320
 FORWARD-LOOKING STATEMENTS
This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally
can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,
“objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of
similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-
looking statements.
All forward-looking statements are subject to risks, uncertainties, expectations and assumptions about us
that could cause actual results to differ materially from those contemplated by the relevant forward-looking
statement.
All statements contained in the Prospectus that are not statements of historical facts constitute “forward-
looking statements”. All statements regarding our expected financial condition and results of operations,
business, objectives, strategies, plans, goals and prospects are forward-looking statements. These forward-
looking statements include statements as to our business strategy, our revenue and profitability, planned
projects and other matters discussed in the Prospectus regarding matters that are not historical facts. These
forward-looking statements and any other projections contained in this Prospectus (whether made by us or
any third party) are predictions and involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements or other
projections.
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.
Certain important factors that could cause actual results to differ materially from our expectations include,
but are not limited to, the following:
❖ any disruption in production at, or shutdown of, our manufacturing facility;
❖ renew and maintain statutory and regulatory permits;
❖ dependency on our key customers and key suppliers;
❖ competition from international and domestic companies;
❖ fluctuations in foreign exchange rates;
❖ changes in the legal, regulatory, economic and political environment in India;
❖ general economic and business conditions in India and other countries;
For further discussion of factors that could cause the actual results to differ from the expectations, see the
section titled “Risk Factors” and chapter titled “Business Overview” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page no. 24, 97 and 193 of this
Prospectus, respectively. By their nature, certain market risk disclosures are only estimating and could be
materially different from what actually occurs in the future. As a result, actual gains or losses could
materially differ from those that have been estimated.
Forward-looking statements reflect the current views as of the date of this Prospectus and are not a
guarantee of future performance.
These statements are based on the management’s beliefs and assumptions, which in turn are based on
currently available information. Although our Company believes the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect. None of
our Company, the Directors, the Lead Manager, or 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. Our
Company and the Directors will ensure that investors in India are informed of material developments until
the time of the grant of listing and trading permission by the Stock Exchange.

Page 15 of 320
 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
CERTAIN CONVENTIONS
All references in this Prospectus to ‘India’ are to the Republic of India and its territories and possessions and
all references herein to the ‘Government’, ‘Indian Government’, ‘GoI’, ‘Central Government’ or the ‘State
Government’ are to the GoI, central or state, as applicable.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”).
Unless indicated otherwise, all references to a year in this Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this
Prospectus
FINANCIAL DATA
Unless stated otherwise, the financial data in the Prospectus is derived from our Restated Financial
Statements of our Company for the period ended June 30, 2021 and for the financial year ended March 31,
2021, 2020 and 2019 prepared in accordance with Indian GAAP, the Companies Act and restated in
accordance with the SEBI (ICDR) Regulations, 2018 and the Indian GAAP and Guidance Note on “Reports in
Company Prospectus”, as amended issued by ICAI, as stated in the report of our Statutory and Peer
Reviewed Auditor, as set out in the chapter titled “Restated Financial Statements” beginning on page no.
149 of this Prospectus.
Our Financial Year commences on April 1 and ends on March 31 of the following year, so all references to a
particular Financial Year are to the twelve-month period ended March 31 of that year.
In the Prospectus, discrepancies in any table, graphs or charts between the total and the sums of the
amounts listed are due to rounding-off. All figures in decimals have been rounded off to the second decimal
and all percentage figures have been rounded off to two decimal places
There are significant differences between Indian GAAP, IFRS Ind AS and U.S. GAAP. Our Company has not
attempted to explain those differences or quantify their impact on the financial data included herein, and
the investors should consult their own advisors regarding such differences and their impact on the financial
data. Accordingly, the degree to which the Restated Financial Statements included in this Prospectus will
provide meaningful information is entirely dependent on the reader's level of familiarity with Indian
accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in the Prospectus should accordingly be limited.
Any percentage amounts, as set forth in the sections / chapters titled “Risk Factors”, “Business Overview”
and “Management's Discussion and Analysis of Financial Condition and Results of Operations” beginning on
page no. 24, 97 and 193, respectively, of this Prospectus and elsewhere in the Prospectus, unless otherwise
indicated, have been calculated on the basis of our Restated Financial Statements prepared in accordance
with Indian GAAP, the Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018
and the Indian GAAP.
INDUSTRY AND MARKET DATA
Unless stated otherwise, industry data used throughout the Prospectus has been obtained or derived from
industry and government publications, publicly available information and sources.
Industry publications generally state that the information contained in those publications has been obtained
from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their
reliability cannot be assured. Although our Company believes that industry data used in this Prospectus is
reliable, it has not been independently verified by the Lead Manager or any of their affiliates or advisors.
The data used in these sources may have been re-classified by us for the purposes of presentation. Data
from these sources may also not be comparable.
Further, the extent to which the industry and market data presented in this Prospectus is meaningful

Page 16 of 320
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.
CURRENCY AND UNITS OF PRESENTATION
In this Prospectus, unless the context otherwise requires, all references to;
➢ ‘Rupees’ or ‘`’ or ‘Rs.’ or ‘INR’ or “₹” are to Indian rupees, the official currency of the Republic of India.
➢ ‘US Dollars’ or ‘US$’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States
of America, EURO or "€" are Euro currency,
All references to the word ‘Lakh’ or ‘Lac’, means ‘One hundred thousand’ and the word ‘Million’ means ‘Ten
lacs’ and the word ‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means ‘One thousand Million’.
In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off. All figures derived from our Financial Statements in decimals have been rounded off to
the second decimal and all percentage figures have been rounded off to two decimal places.

Page 17 of 320
 SUMMARY OF OFFER DOCUMENT
SUMMARY OF BUSINESS
Our Company was originally incorporated as a private limited company in the name of “Archer Trading
House Private Limited” under the provisions of the Companies Act, 1956 vide Certificate of Incorporation
dated December 18, 2013 bearing Corporate Identification Number U51101MH2013PTC251176 issued by
the Registrar of Companies, Maharashtra, Mumbai. Subsequently, the name of our Company was changed
to “Euro Panel Products Private Limited” pursuant to the special resolution passed by the Shareholders of
our Company at the Extra-Ordinary General Meeting held on August 18, 2014. The Deputy Registrar of
Companies, Mumbai issued a fresh Certificate of Incorporation dated October 22, 2014, upon change of the
name of the Company, bearing Corporate Identification Number U28931MH2013PTC251176. Our Company
was converted into a public limited company pursuant to the special resolution passed by the Shareholders
of our Company at the Extra-Ordinary General Meeting held on August 25, 2021 and consequently upon
conversion, the name of our Company was changed to “Euro Panel Products Limited” vide a fresh Certificate
of Incorporation dated September 21, 2021 bearing Corporate Identification Number
U28931MH2013PLC251176 issued by the Registrar of Companies, Mumbai. For further details, please refer
to chapter titled “History and Certain Corporate Matters” beginning on page no. 124 of this Prospectus.
Our Company is ISO 9001:2015 certified, engaged in manufacturing of Aluminum Composite Panels (ACPs),
having a manufacturing unit situated at Umbergaon, Gujarat and our Head Office is at Mumbai,
Maharashtra. ACPs are kind of panels which are widely used as exterior covering of commercial buildings
and corporate houses due to its durability and easy maintenance in almost any kind of climate.
For more details, please refer chapter titled “Business Overview” beginning on page no. 97 of this
Prospectus.
SUMMARY OF INDUSTRY
Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling
India’s overall development and enjoys intense focus from Government for initiating policies that would
ensure time-bound creation of world class infrastructure in the country. Infrastructure sector includes
power, bridges, dams, roads, and urban infrastructure development.
The Aluminum Composite Panel (ACP) market is expected to register a CAGR of over 6% during the forecast
period. Aluminum Composite Panel (ACP) is a flat panel crafted out of two aluminum alloy sheets bonded
with a non-aluminum core, in order to form a composite. It is used as cladding or facade material of
buildings, insulation, and signage. In addition, ACPs have many applications associated with body paneling,
in the automotive industry.
For more details, please refer chapter titled “Industry Overview” beginning on page no. 92 of this
Prospectus.
OUR PROMOTER
The Promoters of our Company are Rajesh Shah and Divyam Shah.
DETAILS OF THE ISSUE
Issue of Equity Shares of 65,00,000 Equity Shares aggregating ₹ 4,515.00 Lakhs
of which:
(ii) Employees Reservation Portion 5,00,000** Equity Shares aggregating ₹ 315.00 Lakhs
(iii) Market Maker Reservation 3,28,000 Equity Shares aggregating to ₹ 229.60 Lakhs
Portion
Net Issue 56,72,000* Equity Shares aggregating ₹ 3,970.40 Lakhs
**Our Company in consultation with the Lead Manager, have offered a discount of ₹ 7.00 per Equity Share
to Eligible Employees.

Page 18 of 320
*The Net Issue and the Eligible Employee Reservation is collectively referred to as Net Issue Size (i.e.,
61,72,000 Equity Shares
OBJECTS OF THE ISSUE
Our Company intends to utilize the Net Proceeds for the following objects (“Objects of the Issue”):
(₹ in Lakhs)
Particulars Amount (₹ in Lakhs)*
Working Capital Requirement 2233.70
Re-Payment of Unsecured loans 904.36
General corporate purposes * 1128.75
Total 4266.81
*the amount utilized for general corporate purpose shall not exceed 25% of the gross proceeds of the issue
PRE-ISSUE SHAREHOLDING OF PROMOTERS AND PROMOTER GROUP
Particulars Pre-Issue
Number of Shares Percentage (%) holding
Promoters (A)
Rajesh Shah 67,06,521 37.26%
Divyam Shah 21,53,000 11.96%
Total (A) 88,59,521 49.22%
Promoter Group (B)
Krishna Shah 40,02,158 22.23%
Yashvi Shah 7,88,321 4.38%
Rajesh Shah (HUF) 12,00,000 6.67%
Total (B) 59,90,479 33.28%
Total (A+B) 1,48,50,000 82.50%
SUMMARY OF FINANCIAL INFORMATION
(₹ in lakhs)
Particulars For the For the year ended
period 2021 2020 2019
ended
June 30,
2021
Share Capital (₹ in Lakhs) 1800.00 1800.00 1800.00 1575.50
Net worth (₹ in Lakhs) 3489.13 3301.44 2931.25 2175.53
Total Revenue (₹ in Lakhs) 3,190.61 14,330.37 14,299.36 10,867.04
Profit after Tax (₹ in Lakhs) 187.68 370.19 396.52 393.59
Earnings per share (Basic & diluted) (₹) 1.04 2.06 2.44 3.56
Net Asset Value per Equity Share (Basic & diluted) (₹) 19.38 18.34 16.28 13.81
Total borrowings (₹ in Lakhs) 2,743.47 2,576.20 3,038.37 1,853.62
QUALIFICATIONS OF AUDITORS
There are no audit qualifications in the audit reports issued by the statutory auditors for the financial year
ended on June 30, 2021 and March 31, 2021, 2020 and 2019 which would require adjustments in the
restated financial statements of the Company.
SUMMARY OF OUTSTANDING LITIGATIONS & MATERIAL DEVELOPEMENTS
A summary of pending legal proceedings and other material litigations involving our Company is provided
below:

Page 19 of 320
 Nature of Cases Number of Cases Total Amount Involved (In ₹.)
Proceedings against our Company
Civil NIL
Criminal 1 Amount is not ascertainable
Tax 3 8,47,085
Proceedings by our Company
Civil 40 1,60,48,826
Criminal 1 4,68,512
Tax NIL NIL
Proceedings against our Promoters
Civil NIL NIL
Criminal NIL NIL
Tax 5 1,05,98,251
Proceedings by our Promoters
Civil NIL NIL
Criminal NIL NIL
Tax NIL NIL
Proceedings against our Group Companies
Civil NIL NIL
Criminal NIL NIL
Tax NIL NIL
Proceedings by our Group Companies
Civil NIL NIL
Criminal NIL NIL
Tax NIL NIL
For further details, please refer chapter titled “Outstanding Litigations & Material Developments” beginning
on page no. 204 of this Prospectus.
RISK FACTORS
For details relating to risk factors, please refer section titled “Risk Factors” beginning on page no. 24 of this
Prospectus.
SUMMARY OF CONTIGENT LIABILITIES OF OUR COMPANY
Provisions, contingent liabilities and contingent assets
Details of Letter of Credit Outstanding as at the year-end is given below
(₹ in lakhs)
for the year for the year for the year
for the period
Sr. ended 31st ended 31st ended 31st
Particulars ended 30th
No. March 2021 March 2020 March 2019
June 2021 (₹.)
(₹.) (₹.) (₹.)
1 Letter of Credit for RM import 2,231.29 2,057.33 944.71 336.83

SUMMARY OF RELATED PARTY TRANSACTIONS

As per Accounting Standard-18 'Related Party Disclosures' issued by the Institute of Chartered
Accountants of India, the Company's related parties and transactions are disclosed below.
1. List of related parties
Sr.
Name of the Related Party Relationship
No.

Page 20 of 320
 (a) Key Management Personnel
Shri Rajesh N. Shah Director
Smt. Krishna R Shah Shareholder
Shri Divyam R Shah Director
Smt. Niranjana N Shah Shareholder (Till 3rd December 2020)
Miss Yashvi R Shah Shareholder
Miss Hiral Sagar Shah Company Secretary
(b) Others:
Divya Ply Agency Pvt. Ltd. Enterprises over which Key Managerial
Divya Panel (Division of Divya Ply Agency Pvt Ltd) Personnel Are able to exercise Significant
Rajesh Multitrade Pvt. Ltd. influence
Rajesh N Shah (HUF) Shareholder (Director is Karta in HUF)
2. Names of the related parties with whom transaction were carried out during the period and
Description of relationship
Sr.
Name of the Related Party Relationship
No.
1 Shri Rajesh N. Shah Director/Shareholder
2 Smt. Krishna R Shah Shareholder
3 Shri Divyam R Shah Director/Shareholder
4 Miss Yashvi R Shah Shareholder
5 Divya Ply Agency Pvt. Ltd.
Enterprises over which Personnel Are able
6 Rajesh Multitrade Pvt. Ltd.
to exercise Significant influence
7 Divya Panels (Division of Divya Ply Agency Pvt Ltd)
8 Rajesh N Shah (HUF) Shareholder (Director is Karta in HUF)
9 Miss Hiral Sagar Shah Company Secretary
Disclosure of related party transactions
(₹ in Lakhs)
30th 31st 31st 31st
Sr. Key Management
Particulars June, March, March March,
No. Personnel
2021 2021 , 2020 2019
1 Office Rent (excluding Smt. Krishna R Shah 3.00 11.00 12.00 12.00
taxes) Divya Ply Agency Private 2.25 8.25 9.00 9.00
Limited
2 Godown Rent Shri Rajesh N Shah 5.63 20.63 22.50 19.50
(excluding taxes) Smt. Krishna R Shah 2.25 8.25 9.00 8.25
3 Bhiwandi flat rent Smt. Krishna R Shah 0.60 2.20 2.40 2.40
(excluding taxes) - - - -
4 Salary paid Shri Rajesh N Shah 12.00 21.07 24.00 24.00
Shri Divyam R Shah 9.00 19.27 24.00 18.00
Miss Hiral Sagar Shah 0.49 1.96 1.96 0.16
5 Interest Shri Rajesh N Shah 30.44 117.38 122.80 121.92
Smt. Krishna R Shah 14.11 53.97 63.46 67.77
Shri Divyam R Shah 5.40 12.95 0.14 4.68
Smt. Niranjan N Shah - - 2.93 7.80
Divya Ply Agency Private 16.42 13.64 1.15 2.26
Limited

Page 21 of 320
 30th 31st 31st 31st
Sr. Key Management
Particulars June, March, March March,
No. Personnel
2021 2021 , 2020 2019
Rajesh Multitrade Private - 26.12 22.23 -
Limited
6 Sales Divya Panels (Division of 88.04 369.00 418.35 456.57
Divya Ply Agency Pvt Ltd)
7 Purchase Divya Ply Agency Pvt Ltd 1.79 16.32 14.68 -
Rajesh Multitrade Private 334.1 1,365.4 709.91 1,096.5
Limited 1 0 3
Divya Panels (Division of - - 44.99 90.74
Divya Ply Agency Pvt Ltd)
8 Repairs & Maintenance Divya Ply Agency Private 0.64 1.34 - 2.59
Limited
9 Professional Fees Miss Yashvi R Shah 3.00 6.00 6.00 4.00

(₹ in Lakhs)
Sr. 30th June, 31st March, 31st March, 31st March,
Closing balances of Parties
No 2021 2021 2020 2019
1 Smt. Krishna R Shah (Rent) - - 2.11 2.11
Smt. Krishna R Shah (Loan) 392.70 377.00 437.84 356.00
2 Divya Ply Agency Pvt Limited (Rent) 2.43 - 3.24 3.24
Divya Ply Agency Pvt Limited
(Purchase) 0.09 - 1.76 -
Divya Ply Agency Pvt Limited (Loan) 500.00 200.00 50.46 -
3 Shri Rajesh N Shah (Rent) 2.03 - 2.03 2.03
Shri Rajesh N Shah (Loan) 921.89 775.00 808.63 734.92
4 Shri Divyam Rajesh Shah (Loan) 152.84 137.98 - -
5 Smt Niranjan N Shah (Loan) - - - 52.00
6 Rajesh Multitrade Pvt Ltd (Purchase) 605.97 556.86 348.46 399.21
7 Divya Panels (Division of Divya Ply
Agency Pvt Ltd) (Sales) 20.43 3.60 6.02 19.89
8 Miss Yashvi R Shah (Professional
Fees) 2.70 - - -
FINANCING ARRANGEMENTS
There have been no financing arrangements whereby our Promoter, members of the Promoter Group, our
directors and their relatives have financed the purchase by any other person of securities of our Company
during a period of six (6) months immediately preceding the date of this Prospectus.
WEIGHTED AVERAGE PRICE AT WHICH THE EQUITY SHARES WERE ACQUIRED BY EACH OF OUR
PROMOTERS IN THE ONE YEAR PRECEDING THE DATE OF THIS PROSPECTUS
Since no Equity Shares are acquired by our Promoters in the last one (1) year preceding the date of this
Prospectus, the weighted average price of equity share is Nil*
*As certified by CA Jogin Raval, Proprietor at Jogin Raval & Associates, Chartered Accountants, by way of
their certificate dated November 22, 2021 bearing UDIN 21122197AAAAFE1424
AVERAGE COST OF ACQUISITON OF PROMOTER
The average cost of acquisition per Equity Share to our Promoters as at the date of this Prospectus is:

Page 22 of 320
 Sr. No Name No of Equity Share Acquired Average Cost of Acquisition
per Equity Share (in ₹)*
1. Rajesh Shah 67,06,521 12.19
2. Divyam Shah 21,53,000 10.00
*As certified by CA Jogin Raval, Proprietor at Jogin Raval & Associates, Chartered Accountants, by way of
their certificate dated November 22, 2021 bearing UDIN 21122197AAAAFD5545
DETAILS OF PRE-IPO PLACEMENT
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this
Prospectus till the listing of the Equity Shares.
ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE (1) YEAR
Our Company has not issued Equity Shares for consideration other than cash in the one (1) year preceding
the date of this Prospectus
SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
Our Company has not undertaken a split or consolidation of the Equity Shares in the one (1) year preceding
the date of this Prospectus

Page 23 of 320
 SECTION - II - RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. You should carefully consider all of the
information in this Prospectus, including the risks and uncertainties described below and the Financial
Statements incorporated in this Prospectus, before making an investment in the Equity Shares of our
Company. Any potential investor in, and subscribers of, the Equity Shares should also pay particular
attention to the fact that we are governed in India by a legal and regulatory environment which in some
material respects may be different from that which prevails in other countries. In making an investment
decision, prospective investors must rely on their own examination of our Company and the terms of the
Issue, including the risks involved. If any or some combination of the following risks occur or if any of the
risks that are currently not known or deemed to be not relevant or material now, actually occur, our
business, prospects, financial condition and results of operations could suffer, the trading price of the Equity
Shares could decline, and you may lose all or part of your investment. For further details, please refer to
chapters titled “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on page no. 97 and 193, respectively of this Prospectus, as well as the
other financial and statistical information contained in this Prospectus. If our business, results of operations
or financial condition suffers, the price of the Equity Shares and the value of your investments therein could
decline.
The Risk factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality therein:
• Some risks may not be material at present but may have a material impact in the near future.
• Some risks may not be material individually but may be found material when considered
collectively.
• Some risks may have material impact qualitatively and not quantitatively and vice-versa
We have described the risks and uncertainties that our management believes are material, but these risks
and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those we
are not aware of, or deem immaterial or irrelevant, may also result in decreased revenues, increased
expenses or other events that could result in a decline in the value of the Equity Shares and may also have
an adverse effect on our business. Unless specified or quantified in the relevant risk factors below, we are
not in a position to quantify the financial or other implication of any of the risks described in this section.
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 particular consequences
to you of an investment in the Equity Shares.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking statements as a result of
certain factors, including the considerations described below and elsewhere in this Prospectus. For further
details, please refer to chapter titled “Forward-Looking Statements” beginning on page no. 15 of this
Prospectus.
Unless otherwise indicated, all financial information included herein are based on our Financial Statements.
Please refer to the section titled “Restated Financial Statement” beginning on page no. 149 of this
Prospectus.
INTERNAL RISKS
1. Volatility in the supply and pricing of our raw materials may have an adverse effect on our
business, financial condition and results of operations.
The principal raw materials used in our manufacturing process are aluminum Coil, adhesive film,
LDPE etc. We do not have long term agreements with any of our raw material or inputs suppliers
and we purchase such raw materials and inputs on spot order basis. Our top 10 suppliers for the

Page 24 of 320
 period ended June 30, 2021 have contributed 75.79% and for the financial year ended March 31,
2021, have contributed 72.96% of our total purchases. While we are not significantly dependent on
any single raw material or inputs supplier, raw material supply and pricing can be volatile due to a
number of factors beyond our control, including global demand and supply, general economic and
political conditions, transportation and labor costs, labor 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 you that we will be able to procure adequate supplies of raw materials
or stores & spares in the future, as and when we need them on commercially acceptable terms.
Further, there may be volatility in prices of our raw material and stores & spares and if we are not
able to compensate for or pass on our increased costs to customers, such price increases could have
a material adverse impact on our result of operations, financial condition and cash flows.
Additionally, we may not be able to pass on every instance of increase in input cost and may have
to pursue internal cost control measures.
2. If we cannot respond adequately to the increased competition we expect to face, we will lose
market share and our profits will decline, which will adversely affect our business, results of
operations and financial condition
Our products face intense competition from products commercialized or under development by
competitors in all of our product portfolios. We compete with local companies, companies from the
rest of world. If our competitors gain significant market share at our expense, our business, results
of operations and financial condition could be adversely affected. Many of our competitors may
have greater financial, manufacturing, research and development, marketing and other resources,
more experience in obtaining regulatory approvals, greater geographic reach, broader product
ranges and stronger sales forces. Our competitors may succeed in developing products that are
more effective, more popular or cheaper than any we may develop, which may render our products
obsolete or uncompetitive and adversely affect our business and financial results. Also, we face
pressure on our margins due to pricing competition from several small and unorganized local
players. Presence of more players in the unorganized sector compared to organized ones has
resulted in increasingly competitive environment characterized by stiff price competition
3. An inability to expand or manage our distribution network for business or the loss of any
significant dealer may adversely affect our business and results of operations.
We primarily sell our products to customers through our distribution network of dealers and
distributors across India. As on the date of the Prospectus, we have more than 79 distributors and
67 dealers. The competition for dealers and distributors is intense in our industry and many of our
competitors including the large players continue to expand their distribution networks. There can
be no assurance that we will be able to successfully expand, maintain or manage our distribution
network and strengthen our relationship with our significant dealers in the future. If we lose any of
our significant dealers to competitors, we may lose some or all favorable arrangements with such
dealer and distributors, which could result in weakening or termination of our relationships with
other dealers and distributors. We may also not be able to effectively manage our dealers and
distributors, and the cost of any consolidation or further expansion of our distribution network may
exceed the additional revenue generated from such efforts. Furthermore, the performance of our
dealers and distributors and their ability to sell our products, strengthen our brand and expand their
businesses and their sales network are crucial for the future growth of our business and would
directly affect our sales volume and profitability. Our business is dependent on maintaining a
continuing relationship with our most significant dealers and distributors as a significant portion of
our revenues in our business is generated by a limited number of key dealers and distributors. An
inability to develop and maintain our relationship with key dealers and distributors by providing
new and quality products, effective branding and marketing for such products, attractive
commercial arrangements, or effective training and network support for dealers, may result in the

Page 25 of 320
 loss of key dealers and distributors. There can be no assurance that we will be able to maintain or
increase the historic levels of business from our key dealers and distributors, or that we will be able
to immediately and successfully replace these key dealers and distributors at terms acceptable to
us, should we lose any or all of them. Any loss of such key dealers and distributors may adversely
affect our business, results of operations and financial condition.
4. There are outstanding litigation involving our Company, the Promoters and the Group Companies,
which, if determined adversely, may affect our business operations and reputation.
Our Company, Promoters, Directors and 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, Directors, Promoters or 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 and our Promotors are involved in certain legal
proceedings, which are pending at varying levels of adjudication at different forum. The summary
of outstanding matters set out below includes details of civil proceedings, criminal proceedings, tax
proceedings, statutory and regulatory actions and other material pending litigation involving our
Company, Promoters, Directors and our Group 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 10% of Profit
After Tax as per the restated financials or if an adverse outcome of any such litigation could
materially and adversely affect our business, prospects, operations, financial position or reputation
Summary of outstanding litigations & material developments
A summary of pending legal proceedings and other material litigations involving our Company is
provided below:
Nature of Cases Number of Cases Total Amount Involved (In Rs.)
Proceedings against our Company
Civil NIL
Criminal 1 Amount is not ascertainable
Tax 3 8,47,085
Proceedings by our Company
Civil 40 1,60,48,826
Criminal 1 4,68,512
Tax NIL NIL
Proceedings against our Promoters
Civil NIL NIL
Criminal NIL NIL
Tax 5 1,05,98,251
Proceedings by our Promoters
Civil NIL NIL
Criminal NIL NIL
Tax NIL NIL
Proceedings against our Group Companies
Civil NIL NIL
Criminal NIL NIL
Tax NIL NIL
Proceedings by our Group Companies

Page 26 of 320
 Nature of Cases Number of Cases Total Amount Involved (In Rs.)
Civil NIL NIL
Criminal NIL NIL
Tax NIL NIL
Our Company’s promoter Rajesh Nanalal Shah has received Demand Notice by Income Tax Authority
details of the demand raised is given below:
Sr.No. Assessment Number Section Date of Outstanding Demand Total
year of cases demand Amount to the Extent of
raised ascertainable (Rs.)
1 AY 2008 1 147 30-12-2017 130948 & INT 562766 69,3714
2 AY 2018 1 1431 a 07-11-2019 1020440 & INT 142856 11,64,608
3 AY 2015 1 1433 26-12-2017 5766116 & INT 144168 59,10,284
4 AY 2011 1 147 13-12-2018 1112248 & INT 278050 13,90,298
5 AY 2013 1 1433 30-03-2016 1080210 & INT 359137 14,39,347
TOTAL 1,05,98,251
Income Tax demand raised on our Company :
Indirect Tax Liabilities :
a) Our Company has received Rectification Order U/s Sec 24 of Maharashtra Value Added Tax Act,2002
for payment of Total Outstanding Amount of Rs.34,324.00/- to be paid into Government Treasury
at any Nationalized bank on or before 30 days from the date of the receipt of the notice i.e 30 days
from 21/10/2021.
b) Our Company has received Rectification Order u/s 9 (2) of Central Sales Tax Act,195 from
Department of Goods & Services Tax for payment of Total Outstanding Amount of Rs.52,552.00 to
be paid into Government Treasury at any Nationalized bank on or before 30 days from the date of
the receipt of this demand notice i.e 30 days from 21/10/2021.
c) Our Company has received Rectification Order u/s 9 (2) of Central Sales Tax Act,195 from
Department of Goods & Services Tax for payment of Total Outstanding Amount of Rs.7,60,209.00
to be paid into Government Treasury at any Nationalized bank on or before 30 days from the date
of the receipt of this demand notice i.e 30 days from 21/10/2021.
Note : Our Company is under process to file an appeal before the Income Tax Appellate Authority
against the above mentioned Orders issued by the Income Tax Authority against our Company.
Brief details of such outstanding litigation as of the date of this Prospectus are set forth in chapter
"Outstanding Litigation and Material Developments" beginning on page no. 204 of this
Prospectus.
We cannot assure you that any of the legal proceedings described above will be decided in favor of
the Company, the Promoters, Directors and the 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 a change in Indian law or rulings by appellate courts or tribunals,
additional provisions may need to be made by us, the Promoters, the Directors and the Group
Companies 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
proceeding. Decisions in any of the aforesaid proceedings adverse to our interests may have an
adverse effect on our business, future financial performance and results of operations.
Further, our Company is not in possession of affirmed documents pertaining to litigation matters
described in the chapter titled "Outstanding Litigation and Material Developments" beginning on

Page 27 of 320
 page no. 204 of this Prospectus. Accordingly, reliance has been placed on court orders, documents
and undertakings furnished by the Company to describe the facts of litigation in the aforesaid
chapter. Also, information with respect to the tax claims with respect to the Independent Directors
of the Company are not available and therefore, we cannot assure you that all information
pertaining to the above is accurate.
5. Our Promoter has provided personal guarantees to certain loan facilities availed of by us, which
if revoked may require alternative guarantees, repayment of amounts due or termination of the
facilities, which in turn may adversely impact our cash flow, business and result of operations
As on June 30, 2021, our Promoter has provided personal guarantees as security to secure some of
our existing borrowings and may continue to provide such guarantees post consummation of the
issue. In case of a default under our loan agreements, any of the personal guarantees provided by
our Promoter may be invoked and / or the security may also be enforced, which could negatively
impact the reputation and net worth of our Promoter. In addition, our Promoter may be required
to liquidate his shareholding in our Company to settle the claims of the lenders, thereby diluting his
shareholding in our Company. 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.
6. We have not entered into any long term or definitive agreements with our dealers or customers.
If our dealers or 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 dealers or customers,
and instead rely on purchase orders to govern the volume, pricing and other terms of sales of our
products.However,suchorders may be amended or cancelled prior to finalisation, and should such
an amendment or 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 high and exacting standards for product quantity and quality as
well as delivery schedules. Any failure to meet our customers’ expectations could result in
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
7. There have been some instances of non-filing / delays / incorrect filings in the past with certain
statutory authorities. If the authorities impose monetary penalties on us or take certain punitive
actions against our Company in relation to the same, our business, financial condition and results
of operations could be adversely affected.
In the past, there have been some instances of non-filings or incorrect filings or delays in filing
statutory forms with the RoC. There has also been an instance of non-compliance with the
provisions of the Companies Act however, the Company is as on date in compliance with the
requirements of the Companies Act in this regard. While no legal proceedings or regulatory action

Page 28 of 320
 has been initiated against our Company in relation to such non-compliance and instances of non-
filings or incorrect filings or delays in filing statutory forms with the RoC as of the date of this Draft
Prospectus, we cannot assure you that such legal proceedings or regulatory actions will not be
initiated against our Company in future and we cannot assure you that we will not be subject to
penalties imposed by regulatory authorities in this respect. Therefore, if the authorities impose
monetary penalties on us or take certain punitive actions against our Company in relation to the
same, our business, financial condition and results of operations could be adversely affected.
The Discrepancy was that the Company failed to hold the Annual General Meeting for the FY 2016-
2017 within time on or before September 30, 2017. However, the Company has held its Annual
General Meeting for the FY March 31, 2017 on November 14, 2017 i.e., Delay of 44 days The
Company filed the compounding application with the NCLT Mumbai Bench for not holding its AGM
for the year 2017 within 6 months from the end of Financial Year. The Company and its Directors
have paid the aggregated compounding fees of Rs. 1,92,000 vide Order Ref:
RD(WR)/Compound/47/2019/2430 dated December 18, 2020.
8. Our business is dependent on the performance of the real estate, infrastructure and other related
industries where our products are utilized. Uncertainty regarding the real estate market,
infrastructure sector, economic conditions and other factors beyond our control could adversely
affect demand for our products, our costs of doing business and our financial performance.
Our products are primarily used in the real estate, infrastructure and related sectors. Adverse
conditions in or uncertainty about these markets, or the economy could adversely impact our end-
customers’ confidence or financial condition, causing the reduction of demand for our products or
delay purchasing or payment for those products. The performance of these sectors, and
consequently the demand for our products in these sectors, are dependent on economic and other
factors such as government policies, regulations and budgetary allocations as well as investments
made in these industries and sectors. The financial performance of the end users of our products
and any adverse developments that affect the real estate, infrastructure and related sectors where
our products are used may adversely affect our business, results of operations and financial
condition.
9. Any disruption in production at, or shutdown of, our sole manufacturing facility could adversely
affect our business, results of operations and financial condition
We own and operate only one manufacturing facility situated at Umbergaon, Gujarat. All of our
products are manufactured at this facility only. Our manufacturing facility is susceptible to damage
or interruption or operating risks, such as human error, ` loss, breakdown or failure of equipment,
power supply or processes, performance below expected levels of output or efficiency,
obsolescence, loss of services of our external contractors, terrorist attacks, acts of war, break-ins,
and industrial accidents and similar events. Further, our manufacturing facility is also subject to
operating risk arising from compliance with the directives of relevant government authorities.
Operating risks may result in personal injury and property damage and in the imposition of civil and
criminal penalties. If our Company experiences delays in production or shutdowns due to any
reason, including disruptions caused by disputes with its workforce or any external factors, our
Company’s operations will be significantly affected, which in turn would have a material adverse
effect on its business, financial condition and results of operations
10. We require a number of regulatory approvals, registrations, licenses and permits in respect of our
operations. Failure to obtain, maintain or renew licenses, registrations, permits and approvals in
a timely manner or at all, may adversely affect our business and results of operations.
We are governed by various laws and regulations for our business and operations. We are required,
and will continue to be required, to obtain and hold relevant licenses, approvals and permits at the
local, state and central government levels for doing our business.

Page 29 of 320
 While we have obtained all necessary and material approvals, licenses, registrations and permits
from the relevant authorities, they may contain conditions, some of which could be onerous.
Additionally, we will need to apply for renewal of certain approvals, licenses, registrations and
permits, which expire or seek fresh approvals, from time to time, as and when required in the
ordinary course of our business.
We require a number of approvals, NOCs, licenses, registrations and permits in the ordinary course
of our business. Some of these approvals are required to be transferred in the name of “Euro Panel
Products Limited” from “Euro Panel Products Private Limited” pursuant to conversion and name
change of our company and any failure or delay in obtaining such approvals or renewal of the same
in a timely manner may adversely affect our operations.
We require a number of approvals, licenses, registrations and permits in ordinary course of our
business. Additionally, we need to apply for renewal of approvals which expire, from time to time,
as and when required in the ordinary course. We were a private limited company in the name of
Euro Panel Products Private Limited. After complying with the relevant provisions and procedures
of Companies Act, 2013, the Company was converted into public limited company, followed by the
name change of the Company to - Euro Panel Products Limited. We shall be taking necessary steps
for transferring the approvals in new name of our company. In case we fail to transfer/obtain the
same in name of the company same may adversely affect our business or we may not be able to
carry our business.
Any failure to apply for and obtain the required approvals, licenses, registrations or permits in a
timely manner, or any suspension or revocation of any of the approvals, licenses, registrations and
permits would result in a delay in our business operations which could otherwise adversely affect
our financial condition, results of operations and prospects of the Company. We cannot assure you
that the approvals, licenses, registrations and permits issued to us would not be suspended or
revoked in the event of non-compliance or alleged non-compliance with any terms or conditions
thereof, or pursuant to any regulatory action. In addition to same, our failure to comply with existing
or increased regulations, or the introduction of changes to existing regulations, could adversely
affect our business and results of operations.
11. Any increase in interest rates would have an adverse effect on our results of operations and will
expose our Company to interest rate risks.
We are dependent upon the availability of equity, cash balances and debt financing to fund our
operations and growth. Any fluctuations in interest rates may directly impact the interest costs of
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 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 no. 199 of this Prospectus.
12. We may be subjected to risks associated with product warranty
Our products come with different periods of warranties between 7 to 10 years from the date of sale
of the products against manufacturing defects. In the event of claimed defects or non-performance
of our products, our practice is to accept such genuine claims and to replace such products. In the
future, we might also face material number of warranties claims due to defects in our products.
Defects, if any, in our products could adversely affect our reputation and demand for our products.
In the event that defects, or warranty claims become more frequent, there may be an adverse effect
on our operating results and financial condition

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13. We are subject to restrictive covenants under our credit facilities that could limit our flexibility in
managing our business operations. Also, our lenders have imposed certain restrictive conditions
on us under our financing arrangements
There are restrictive covenants in the agreements entered into with our lenders. Certain covenants
in these agreements require us to obtain prior approval / permission from our lenders in certain
conditions. The agreements governing certain of our debt obligations include terms that require us
to, among other things, take prior approval of our lenders for undertaking any change in capital
structure, pledge, lien, consolidation, reorganization, dissolution, amendment or modification of
our charter documents, etc. In the event of default or the breach of certain covenants, our lender
has the option to make the entire outstanding amount payable immediately. Such restrictive
covenants in our loan documents may restrict our operations or ability to expand and may adversely
affect our business. For details of these restrictive covenants, see the chapter titled “Financial
Indebtedness” beginning on page no. 199 of this Prospectus
14. 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 manufacture and trade inventory accordingly. If
our management has misjudged 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 manufacture, we may be required to write-down our inventory or pay our
suppliers without new purchases, or create 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 raw material and local transportation. Should our supply of raw materials be disrupted, we may
not be able to procure an alternate source of supply in time to meet the demands of our customers.
Such 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 could lead to delayed or
lost deliveries or damaged products and disrupt supply of these products. An optimal level of
inventory is important to our business as it allows us to respond to customer demand effectively. If
we over-stock inventory, our capital requirements will increase and we will incur additional
financing costs. If we under-stock 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.
15. We have unsecured loans and advances from Promoters / Promoter Group Companies / Group
Companies / Relatives of Promoter / Relatives of Directors, which are repayable on demand. Any
demand from lenders for repayment of such unsecured loans, may adversely affect our business
operations.
As per our Restated Financial Statements, as on June 30, 2021 and for the period ended June 30,
2021, we have unsecured loan of Rs 2,671.79 lakhs and 1,994.34 lakhs respectively from Promoters
/ Promoter Group Companies / Group Companies which are repayable on demand. Any demand
from lenders for repayment of such unsecured loans, may adversely affect our liquidity and business
operations. For further details of these unsecured loans, please refer to Chapter titled “Restated
Financial Statements” beginning on page no. 149 of this Prospectus.
16. Our inability to meet our obligations under our debt financing arrangements could adversely
affect our business, results of operations and cash flows.

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 As of June 30, 2021 and March 31, 2021, we had total borrowings, (fund based and non-fund-based
limits) of Rs 5734.16 lakhs and Rs 5475.60 lakhs respectively. Our indebtedness could: (i) require us
to dedicate a substantial portion of our cash flow from operations to payments in respect of our
indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital
expenditures and other general corporate expenditures; (ii) increase our vulnerability to adverse
general economic or industry conditions; (iii) limit our flexibility in planning for, or reacting to,
competition and/or changes in our business or our industry; (iv) limit our ability to borrow additional
funds; (v) restrict us from making strategic acquisitions, introducing new products or services or
exploiting business opportunities; and (vi) place us at a competitive disadvantage relative to
competitors that have less debt or greater financial resources.
We cannot guarantee that we will be able to generate enough cash flow from operations or that we
will be able to obtain enough capital to service our debt or fund our planned capital expenditures.
In addition, adverse changes in the business conditions affecting us could cause the amount of
refinancing proceeds to be insufficient to meet our interest payments or fully repay any existing
debt upon maturity and we may be unable to fund the payment of such shortfalls. If we cannot
obtain alternative sources of financing or our costs of borrowings become significantly more
expensive, then our financial condition and results of operations will be adversely affected.
17. Any negative cash flows in the future would adversely affect our cash flow requirements, which
may adversely affect our ability to operate our business and implement our growth plans, thereby
affecting our financial condition
As per our restated financial statements, our cash flows from operating, investing and financing
activities are as set out below:
(Rs. In lakhs)
Particulars For the period FY 2021 FY 2020 FY 2019
ended June
30, 2021
Net Cash Generated from Operating (355.9) 673.2 988.9 620.6
Activities
Net Cash Generated from Investing (12.31) (383.92) (973.41) (312.5)
Activities
Net Cash Generated from Financing 529.37 (195.10) 114.05 (211.17)
Activities
For details, please see chapter titled “Management’s Discussion and Analysis of Financial Conditions
and Results of Operations” beginning on page no. 193 of this Prospectus.
Cash flow of a company is a key indicator to show the extent of cash generated from operations to
meet capital expenditure, pay dividends, repay loans and make new investments without raising
finance from external resources.
If our Company is not able to generate sufficient cash flows, it may adversely affect our business
and financial operations.
18. We have in the past entered into related party transactions and may continue to do so in the
future
Our Company has entered into transactions with our certain related parties. While we believe that
all such transactions have been conducted on an arm’s length basis, there can be no assurance that
we could not have achieved more favorable terms had such transactions not been entered into with
related parties. Furthermore, it is likely that we will enter into related party transactions in the
future. 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 operation. For details on the

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 transactions entered by us, please see section titled “Financial Statements” beginning on page no.
149 of this Prospectus.
19. Our business prospects and continued growth depends on our ability to access financing at
competitive rates and competitive terms, which amongst other factors is dependent on our credit
rating. Any downgrade of our credit ratings may restrict our access to capital and thereby
adversely affect our business and results of operations.
Our business depends on our ability to obtain funds at competitive rates. The cost and availability
of capital, amongst other factors, is also dependent on our current and future results of operations
and financial condition, our ability to effectively manage risks, our brand and our credit ratings. We
may not be able to avail the requisite amount of financing or obtain financing at competitive interest
rates if we fail to have favorable results of operations. We had been last rated by CRISIL for our
borrowing as CRISIL BB+/Stable as long-term rating and CRISIL A4+ as short-term rating. Ratings
reflect a rating agency ‘s opinion of our financial strength, operating performance, strategic
position, and ability to meet our obligations. Any downgrade made to our credit ratings could lead
to high borrowing costs and limit our access to capital and lending markets and, as a result, could
adversely affect our business. In addition, downgrades of our credit ratings could increase the
possibility of additional terms and conditions being added to any new or replacement financing
arrangements.
20. Information relating to the estimated manufacturing capacities and capacity utilization rates of
our manufacturing facilities included in this Prospectus is based on various assumptions and
estimates. Actual production and future capacity utilization rates may vary from such estimated
manufacturing capacity information and historical capacity utilization rates.
The information relating to the estimated manufacturing capacities and utilization rates of our
manufacturing facilities included in this Prospectus is based on various assumptions and estimates
of our management. Actual production levels and future capacity utilization rates may differ
significantly from the estimated manufacturing capacities of our manufacturing facilities and
historical capacity utilization rates. In addition, capacity utilization is calculated differently in
different countries, industries and for the different kinds of products we manufacture. Undue
reliance should therefore not be placed on the manufacturing capacity information for our existing
manufacturing facilities or the historical capacity utilization rate information included in this
prospectus.
21. We are subject to various risks associated with the overseas markets in which we may operate,
including but not limited to foreign currency exchange rate fluctuations and tax, if any. These risks
may have an adverse effect on our business, prospects, results of operations and financial
condition.
We derive our revenue from operations from both domestic and export sales. For the three months
ended June 30, 2021 and for the years ended March 31, 2021, 2020 and 2019, our revenue from
exports were Rs. 120.05 lakhs, Rs. 672.33 lakhs, Rs. 425.62 lakhs and Rs. 84.31 lakhs, respectively.
Our Company exports to many countries namely Uganda, United States etc. Consequently, any
adverse changes in these economies such as slowdown in the economy, acts of terrorism or hostility
targeting these countries, etc. would directly impact our revenues and results from operations. In
the event of change in policies or laws in these regions with respect to quality standards, branding
or restrictions on usage of certain products, imposition of anti-dumping duties, etc. our financial
condition and business operations may be adversely affected. In case of any contingencies in future
due to which we are unable to operate effectively in these markets, our results from operations,
revenues and profitability may be adversely affected.
Further our financial statements are presented in Indian Rupees. However, our revenue from
operations is influenced by the currencies of geographies to where we export our products. The
exchange rate between the Indian Rupee and these currencies, has fluctuated in the past and our

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 results of operations and cash flows have been impacted by such fluctuations in the past and may
be impacted by such fluctuations in the future. We may, therefore, suffer losses on account of
foreign currency fluctuations for sale of our products since may not be able to pass on all losses on
account of foreign currency fluctuations to our customers
22. Failure or disruption of our IT 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”) systems to cover key areas of our
operations. We are dependent on technology in relation to customer order management and
dispatches and financial accounting. We rely on our IT infrastructure to provide us with connectivity
and data backup across our locations and functions. While the systems that we have implemented
have enabled us to improve our working capital cycles, despite an increase in our sales over the
period, we can provide no assurance that we will be able to do so in the future.
We believe that we have deployed adequate IT disaster management systems including data backup
and retrieval mechanisms, at our manufacturing facilities. 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, or otherwise conduct our
normal business operations, which may increase our costs and otherwise adversely affect our
business, financial condition, results of operations and cash flows.
23. Our Company requires significant amounts of working capital for a continued growth. Our
inability to meet our working capital requirements may have an adverse effect on our results of
operations
Our business is working capital intensive in nature and involves significant amount in trade
receivables and inventories. Summary of our working capital position, based on the restated
financials as at June 30, 2021 is given below:
(Rs. In lakhs)
Sr No Particulars FY 2019 FY 2020 FY 2021 For the period
(Audited) (Audited) (Audited) ended June 30,
2021
I Current assets
Inventories 5,093.07 7,954.80 8,232.77 8,972.32
Trade receivables 1,694.53 1,609.15 2,401.58 2,333.15
Other current assets 559.60 717.46 675.79 703.05
Total Current Assets (A) 7,347.20 10,281.41 11,310.15 12,008.52
II Current liabilities
Trade payables 2,430.00 4,315.26 4,842.32 4,596.14
Other liabilities 620.63 850.79 970.51 1,062.80
Total current liabilities (B) 3,050.63 5,166.05 5,812.83 5,658.94
III Net working capital 4,296.58 5,115.36 5,497.32 6,349.58
requirements (A – B)
Our Company intends to continue growing by expanding sales orders. This may result in increase
in the quantum of current assets. Our inability to maintain sufficient cash flow, credit facility and
other sources of funds, in a timely manner, or at all, to meet the requirement of working capital or
pay out debts, could adversely affect our financial condition and result of our operations. For
further details regarding working capital requirement, please refer to the chapter titled “Objects
of the Issue” beginning on page no. 78 of this Prospectus.
24. Any manufacturing or quality control issues may damage our reputation and expose us to
litigation or other liabilities, which could adversely affect our financial results

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 Being a manufacturer of Aluminium Composite Panels (ACPs), we are subject to significant
regulatory scrutiny. Our manufacturing facility at Umbergaon, Gujarat, must manufacture products
in accordance with parameters as laid down by the regulatory agencies, as applicable. Further, we
are liable for the quality of our products for the entire duration of the shelf life of the product
manufactured by us. After our products reach the market, certain developments in the products
manufactured by our competitors could adversely affect demand for our products. Disputes over
non-conformity of our products with such quality standards or specifications are generally referred
to independent government approved testing laboratories. If any such independent laboratory
confirms that our products do not conform to the prescribed or agreed standards and specifications,
we shall have to bear the expenses of replacing and testing such products, which could adversely
affect our business, results of operations and financial condition. We also face the risk of loss
resulting from, and the adverse publicity associated with, manufacturing or quality problems. Such
adverse publicity harms the brand image of our Company and products. We may be subject to
claims resulting from manufacturing defects or negligence in storage and handling of our products.
Any loss of our reputation or brand image, for whatsoever reason may lead to a loss of existing
business contracts and adversely affect our ability to enter into additional business contracts in the
future.
25. Activities involving our manufacturing process can be dangerous and can cause injury to people
or property in certain circumstances. A significant disruption at any of our manufacturing facilities
may adversely affect our production schedules, costs, sales and ability to meet customer demand
Our business involves manufacturing processes that may be potentially dangerous to our
employees. Although we employ safety procedures in the operation of our manufacturing facilities
and maintain what we believe to be adequate insurance, there is a risk that an accident may occur
at any of our manufacturing facilities. An accident may result in personal injury to our employees,
destruction of property or equipment, environmental damage, manufacturing or delivery delays, or
may lead to suspension of our operations and / or imposition of liabilities. Any such accident may
result in litigation, the outcome of which is difficult to assess or quantify, and the cost to defend
such litigation can be significant. As a result, the costs to defend any action or the potential liability
resulting from any such accident or death or arising out of any other litigation, and any negative
publicity associated therewith, may have a negative effect on our business, financial condition,
results of operations, cash flows and prospects. In particular, if operations at our manufacturing
facilities were to be disrupted as a result of any significant workplace accident, equipment failure,
natural disaster, power outage, fire, explosion, terrorism, adverse weather conditions, labor
dispute, obsolescence or other reasons, our financial performance may be adversely affected as a
result of our inability to meet customer demand or committed delivery schedules for our products.
Interruptions in production may also increase our costs and reduce our sales, and may require us to
make substantial capital expenditures to remedy the situation or to defend litigation that we may
become involved in as a result, which may negatively affect our profitability, business, financial
condition, results of operations, cash flows and prospects.
26. Our Company is dependent on third party transportation for the delivery of raw materials and any
disruption in their operations or a decrease in the quality of their services could affect our
Company's reputation and results of operations
Our Company uses third party transportation for delivery of our raw materials and finished goods.
Though our business has not experienced any disruptions due to transportation strikes in the past,
any future transportation strikes may have an adverse effect on our business. These transportation
facilities may not be adequate to support our existing and future operations. In addition, such goods
may be lost or damaged in transit for various reasons including occurrence of accidents or natural
disasters. There may also be delay in delivery of products which may also affect our business and
results of operation negatively. An increase in the freight costs or unavailability of freight for
transportation of our raw materials may have an adverse effect on our business and results of

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 operations. Further, disruptions of transportation services due to weather related problems, strikes,
lockouts, inadequacies in the road infrastructure and port facilities, or other events could impair
ability to procure raw materials or delivery of goods on time. Any such disruptions could materially
and adversely affect our business, financial condition and results of operations.
27. Introduction of alternative products caused by changes in technology or consumer needs may
affect demand for our existing products which may adversely affect our financial results and
business prospects
Our products are mainly used in the infrastructure and construction sector. Our business is affected
by change in technology, consumer needs, market perception of brand, convenience, health and
safety 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 clients will affect our businesses and, in turn, will affect the demand for our products.
Any failure to forecast and/or meet the changing demands of our businesses and consumer needs
may have an adverse effect on our business, profitability and growth prospects
28. Our insurance policies do not cover all risks, specifically risks like product defect / liability risk, loss
of profits and terrorism. In the event of the occurrence of such events, our insurance coverage may
not adequately protect us against possible risk of loss
Our insurance policies consist of, among others, standard fire and special perils, earthquake, etc.
While we believe that we maintain insurance coverage in adequate amounts consistent with size of
our business, our insurance policies do not cover all risks, specifically risks like product defect /
liability risk, loss of profits, losses due to terrorism, etc. Further there can be no assurance that our
insurance policies will be adequate to cover the losses in respect of which the insurance has been
availed. If we suffer a significant uninsured loss or if insurance claim in respect of the subject-matter
of insurance is not accepted or any insured loss suffered by us significantly exceeds our insurance
coverage, our business, financial condition and results of operations may be materially and
adversely affected.
29. Delays or defaults in client payments could result in a reduction of our profits. We may be subject
to working capital shortages due to delays or defaults in payments by clients
If client(s) default in their payments in due time to which we have devoted significant resources it
could have a material adverse effect on our business, financial condition and results of operations
and could cause the price of our Equity Shares to decline
30. Our success depends largely upon the services of our Directors, Promoters and other Key
Managerial Personnel and our ability to attract and retain them
Demand for Key Managerial Personnel in the industry is intense and our inability to attract and
retain Key Managerial Personnel may affect the operations of our Company. Our success is
substantially dependent on the expertise and services of our Directors, Promoters and our Key
Managerial Personnel. They provide expertise which enables us to make well informed decisions in
relation to our business and our future prospects. Our future performance will depend upon the
continued services of these persons. Demand for Key Managerial Personnel in the industry is
intense. We cannot assure you that we will be able to retain any or all, or that our succession
planning will help to replace, the key members of our management. The loss of the services of such
key members of our management team and the failure of any succession plans to replace such key
members could have an adverse effect on our business and the results of our operations
31. If we are unable to continue to implement our brand building and marketing initiatives, for our
brands, our business and prospects may be adversely affected. Moreover, any deterioration in the

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 reputation and market perception of our brands may have an adverse effect on our sales,
profitability and the implementation of our growth strategy
We operate under our brand “Eurobond”. Our brand and reputation are among our important
assets. The performance and quality of products are critical to the success of our business. The
success of these products depend significantly on the effectiveness of the product design, quality
of the raw materials, quality control systems, installation and after sales service, which in turn,
depend on skills and experience of our personnel and our ability to ensure that such personnel
adhere to our policies and guidelines. Any adverse change in the quality of products rendered by us
including due to reasons beyond our control, or allegations of defects, even when false, at any of
our manufacturing facilities could tarnish the image of our brands, result in negative reviews and
feedback from our customers.
Further, our brand building would also depend on the effectiveness of sales and promotional
activities and choice of channel partners. There can be no assurance that our efforts in these areas
would always be effective. Any adverse development or decline in our brand value and reputation
may adversely affect our business, results of operations and financial condition.
32. 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.
Post this Issue, our Promoters and Promoter Group will collectively own significant percentage of
our equity share capital / voting rights. As a result, our Promoter, together with the members of the
Promoter Group, will continue to exercise a significant degree of influence over Company 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, 2013
and our Articles of Association. Such a concentration of ownership may also have the effect of
delaying, preventing or deterring a change in control of our Company. In addition, our Promoter will
continue to exercise control over the Company, which may or may not conflict with interests of
some or all of our creditors or other shareholders. Accordingly, we cannot assure that such actions
will not have an adverse effect on our future financial performance or the price of our Equity Shares
33. We are subject to foreign currency exchange rate fluctuations which could have a material and
adverse effect on our results of operations and financial conditions.
We import our raw materials from other countries and export our products from India and payment
for such transactions is paid / received in foreign currency. Changes in value of currencies with
respect to the Rupee may cause fluctuations in our operating results expressed in Rupees. The
exchange rate between the Rupee and other currencies is variable and may continue to fluctuate in
future. Any adverse or unforeseen fluctuations with respect to the unhedged exchange rate of any
foreign currency for Indian Rupees may affect our Company’s results of operations.
34. Our industry is labor intensive and our business operations may be materially adversely affected
by strikes, work stoppages or increased wage demands by our employees or those of our suppliers
We believe that the industry in which we operate faces competitive pressures in recruiting and
retaining skilled and unskilled labor. Our industry being labor intensive is highly dependent on labor
force for carrying out its business operations. Shortage of skilled / unskilled personnel or work
stoppages caused by disagreements with employees could have an adverse effect on our business
and results of operations. We have not experienced any major disruptions to our business
operations due to disputes or other problems with our work force in the past; however, there can
be no assurance that we will not experience such disruptions in the future. Such disruptions may
adversely affect our business and results of operations and may also divert the management's
attention and result in increased costs. India has stringent labor legislation that protects the
interests of workers, including legislation that sets forth detailed procedures for the establishment

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 of unions, dispute resolution and employee removal and legislation that imposes certain financial
obligations on employers upon retrenchment. We are also subject to laws and regulations
governing relationships with employees, in such areas as minimum wage and maximum working
hours, overtime, working conditions, hiring and terminating of employees and work permits.
Although our employees are not currently unionized, there can be no assurance that they will not
unionize in the future. If our employees unionize, it may become difficult for us to maintain flexible
labor policies, and we may face the threat of labor unrest, work stoppages and diversion of our
management's attention due to union intervention, which may have a material adverse impact on
our business, results of operations and financial condition.
35. The continuing effect of the COVID-19 pandemic on our business and operations is highly
uncertain and cannot be predicted.
The continuing effect of the COVID-19 pandemic on our business and operations is highly uncertain
and cannot be predicted. In late calendar 2019, COVID-19, commonly known as “novel coronavirus”
was first reported in Wuhan, China. Since then, the virus has progressively spread globally too many
countries. The World Health Organization declared the COVID-19 outbreak as a health emergency
of international concern on January 30, 2020 and thereafter categorized the outbreak as a pandemic
on March 11, 2020. In order to contain the spread of COVID-19 virus, the Government of India
initially announced a 21-day lockdown on March 24, 2020, which, after being subject to successive
extensions, is being relaxed currently. During the duration of the lockdown, there were several
restrictions in place including travel restrictions and directive to all citizens to not move out of their
respective houses unless essential. Whilst the lockdown required private, commercial and industrial
establishments to remain closed, manufacturing units of essential commodities were permitted to
be functional. The team members have been working from home during lockdown and have been
able to execute their responsibilities and service clients without any disruption, difficulty or delay.
Due to the rising number of infected cases of COVID-19 in the country, there is no certainty if
additional restrictions will be put back in place or if another lockdown would be re-imposed to
control the spread of the pandemic. We cannot assure you that we may not face any difficulty in
our operations due to such restrictions and such a prolonged instance of lockdown may adversely
affect our business, financial condition and results of operations. Further, our ability to ensure the
safety of our workforce and continuity of operations while confirming with measures implemented
by the central and state governments in relation to the health and safety of our employees may
result in increased costs. In the event a member or members of our senior management team
contract COVID-19, it may potentially affect our operations. Further, in the event any of our
employees contact COVID-19, we may be required to quarantine our employees and shut down a
part of or the entire operating facility as necessary. Risks arising on account of COVID-19 can also
threaten the safe operation of our facility, loss of life, injuries and impact the wellbeing of our
employees. The ultimate impact will depend on a number of factors, many of which are outside our
control. These factors include the duration, severity and scope of the pandemic, the impact of the
pandemic on economic activity in India and globally, the eventual level of infections in India, and
the impact of any actions taken by governmental bodies or health organization (whether mandatory
or advisory) to combat the spread of the virus. These risks could have an adverse effect on our
business, results of operations, cash flows and financial condition. To the extent that the COVID19
pandemic adversely affects our business and operations, it may also have the effect of heightening
many of the other risks described in this “Risk Factors” chapter beginning on page no. 24 of this
Prospectus.
36. 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
Since, the issue size is 4,515 lakhs, which 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 from this issue,

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 is hence, at the discretion of the management and the board of directors of our company and our
company’s management will have flexibility in applying the proceeds of the Issue and will not be
subject to monitoring by any independent agency. The fund requirement and deployment
mentioned in the Objects of the Issue is based on internal management estimates and have not
been appraised by any bank or financial institution. Any inability on our part to effectively utilize
the Issue proceeds could adversely affect our financials. However, our Audit Committee will monitor
the utilization of the proceeds of this Issue and prepare the statement for utilization of the proceeds
of this Issue. Also, in accordance with Section 27 of the Companies Act, 2013, a company shall not
vary the objects of the Issue without the Company being authorized to do so by our shareholders
by way of special resolution and other compliances as applicable in this regard. Our Promoters and
controlling shareholders shall provide exit opportunity to such shareholders who do not agree to
the proposal to vary the objects, at such price, and in such manner, as may be prescribed by SEBI,
in this regard
37. We may not be successful in implementing our business strategies
The success of our business depends substantially on our ability to implement our business
strategies effectively. Even though we have successfully executed our business strategies in the
past, there is no guarantee that we can implement the same on time and within the estimated
budget going forward, or that we will be able to meet the expectations of our targeted clients.
Changes in regulations applicable to us may also make it difficult to implement our business
strategies. Failure to implement our business strategies would have a material adverse effect on
our business and results of operations
38. Certain agreements may be inadequately stamped or may not have been registered as a result of
which our operations may be impaired.
Some of the agreements entered into by us may not be adequately stamped and registered. The
effect of inadequate stamping is that the document is not admissible as evidence in legal
proceedings and parties to that agreement may not be able to legally enforce the same, except after
paying a penalty for inadequate stamping. The effect of non-registration, in certain cases, is to make
the document inadmissible in legal proceedings. Any potential dispute vis-à-vis the said premises
and our noncompliance of local laws relating to stamp duty and registration may adversely impact
the continuance of our activity from such premises.
39. Our registered office and certain other locations used by us as warehouses are situated on leased
premises.
Our registered office is situated at 702, 7th Floor, Aravalli Business Centre, Ramdas Sutrale Road,
Borivali (West), Mumbai 400092, Maharashtra, India which is taken on lease from Krishna Rajesh
shah. There can be no assurance that we will be able to continue to occupy the said premises in the
future on commercially acceptable terms. If any of these lease or license agreements is terminated
for any reason or not renewed on commercially acceptable terms or at all, we may suffer a
disruption in our operations or increased costs, or both, which may adversely affect our business,
financial condition and results of operations. For further details please refer to Chapter titled
“Business Overview” beginning on page no. 97 of Prospectus.
40. Compliance with, and changes in, safety, health and environmental laws and regulations may
adversely affect our business, prospects, financial condition and results of operations. Due to the
nature of our business, we expect to be or continue to be subject to extensive and increasingly
stringent environmental, health and safety laws and regulations and various labor, workplace
and related laws and regulations.
We are also subject to environmental laws and regulations, including but not limited to:
a. Environment (Protection) Act, 1986

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 b. Air (Prevention and Control of Pollution) Act,1981
c. Water (Prevention and Control of Pollution) Act,1974
d. Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008
e. Public Liability Insurance Act, 1991
The above-mentioned enactments govern the discharge, emission, storage, handling and disposal
of a variety of substances that may be used in or result from the operations of our business. The
scope and extent of new environmental regulations, including their effect on our operations, cannot
be predicted and hence the costs and management time required to comply with these
requirements could be significant. Amendments to such statutes may impose additional provisions
to be followed by our Company and accordingly the Company needs to incur clean-up and
remediation costs, as well as damages, payment of fines or other penalties, closure of production
facilities for non – compliance, other liabilities and related litigation, could adversely affect our
business, prospects, financial condition and results of operations.
41. We may not be able to adequately protect our intellectual property, which could harm the value
of our brand and services and adversely affect our business, financial condition, results of
operations, cash flows and prospects.
We consider our brand and intellectual property to be one of our most valuable assets and we
believe the strength of our brand gives us a competitive advantage. We use our intellectual property
rights to protect the goodwill of our brand, promote our brand name, enhance our competitiveness
and otherwise support our business goals and objectives. Our business is dependent upon
successfully protecting our intellectual property, including but not limited to our trademark etc. As
part of our efforts towards ensuring their protection, we have successfully registered trademarks
including its logo. We do not have any control over the registration of a trademark and a pending
mark may not be granted registration for various reasons including being descriptive, non-
distinctive or similar to a prior trademark.
42. We may, from time to time, look for opportunities to enter strategic alliances, acquire businesses
or enter into joint venture arrangements. Any failure to manage the integration of the businesses
or facilities post such acquisition or joint venture may cause our profitability to suffer.
We may, from time to time, look for opportunities to acquire businesses or enter into strategic
partnerships or alliances. Such acquisitions may not contribute to our profitability, and we may be
required to incur or assume debt, or additional expenses beyond our forecasts or assume
contingent liabilities, as part of any acquisition. Further, the acquisitions may give rise to unforeseen
contingent risks relating to these businesses that may only become apparent after the merger or
the acquisition is finalized. We may also face difficulty in assimilating and retaining the personnel,
operations and assets of the acquired company. Further, we may not be able to accurately identify
or forge an alliance with appropriate companies in line with our growth strategy. In the event that
the alliance does not perform as estimated, or the inability on the part of our joint venture partner
to meet the customer requirements may lead to a failure of such an arrangement which may
adversely affect our business.
43. Fraud, theft, employee negligence or similar incidents may adversely affect our results of
operations and financial condition
We maintain large amounts of inventory at our premises at all times. Although we have set up
security measures, our operations may be subject to incidents of theft or damage to inventory.
There can be no assurance that we will not experience any fraud, theft, employee negligence,
security lapse, loss in transit or similar incidents in the future which could adversely affect our
results of operations and financial condition. Additionally, in case of losses due to theft, fire,
breakage or damage caused by other casualties, there can be no assurance that we will be able to

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 recover from our insurer the full amount of any such loss in a timely manner, or at all. If we incur a
significant inventory loss due to third-party or employee theft and if such loss exceeds the limits of,
or is subject to an exclusion from, coverage under our insurance policies, it could have a material
adverse effect on our business, results of operations and financial condition. In addition, if we file
claims under an insurance policy it could lead to increases in the insurance premiums payable by us
or the termination of coverage under the relevant policy.
44. Our Company does not have any similar and comparable listed peer which is involved in the same
line of business for a direct comparison of performance and therefore, investors must rely on their
own examination of accounting ratios of our Company for the purposes of investment in the Issue
As on the date of this Prospectus, we believe that none of the listed companies in India have a
business profile and revenue streams along with their size, directly comparable to our Company.
However, there are listed companies in India with one or more business segments that maybe
common to our business. Since the listed companies may not be directly comparable to our
Company, the accounting ratios of the same may not be a representative yardstick for our Company.
Therefore, investors must rely on their own examination of our Company for subscribing to the
Issue.
45. Industry information included in this Prospectus has been derived from various industry reports.
There can be no assurance that third-party statistical, financial and other industry information is
either complete or accurate
We have relied on the reports of certain independent third party for purposes 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. Statements from third parties that involve estimates are subject to change, and
actual amounts may differ materially from those included in this Prospectus.
46. 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 does 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 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

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 of financial indicators, variations in revenue or earnings estimates by research publications, and
changes in economic, legal and other regulatory factors.
47. There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the NSE
Emerge under SME Platform of National Stock Exchange of India Limited (NSE) in a timely manner
or at all.
In accordance with Indian law and practice, permission for listing and trading of the Equity Shares
issued pursuant to the Issue will not be granted until after the Equity Shares have been issued and
allotted. Approval for listing and trading will require all relevant documents authorizing the issuing
of Equity Shares to be submitted. There could be a failure or delay in listing the Equity Shares on
the NSE Emerge under SME Platform of National Stock Exchange of India Limited (NSE). Any failure
or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares.
48. 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.
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. Accordingly, realization of a gain on shareholders investments
may largely depend upon the appreciation of the price of our Equity Shares. There can be no
assurance that our Equity Shares will appreciate in value. For details of our dividend history, see
“Dividend Policy” beginning on page no. 148 of this Prospectus.
49. Our future funds requirements, in the form of fresh issue of capital or securities and / or loans
taken by us, may be prejudicial to the interest of the shareholders depending upon the terms on
which they are eventually raised.
We may require additional capital from time to time depending on our business needs. Any fresh
issue of shares or convertible securities would dilute the shareholding of the existing shareholders
and such issuance may be done on terms and conditions, which may not be favorable to the then
existing shareholders. If such funds are raised in the form of loans or debt, then it may substantially
increase our interest burden and decrease our cash flows, thus prejudicially affecting our
profitability and ability to pay dividends to our shareholders.
50. 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 fixed price method. This price is based
on numerous factors 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:
• Changes in revenue or earnings estimates or publication of research reports by analysts;
• Speculation in the press, media or investment community;
• Half yearly variations in the rate of growth of our financial indicators, such as earnings per
share, net income and revenues;
• General market conditions; and

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 • Domestic and international economic, legal and regulatory factors unrelated to our
performance
51. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect
the trading price of the Equity Shares.
Any instance of disinvestments of equity shares by our Promoters 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
There are restrictions on daily weekly monthly movement in the price of the equity shares, which
may adversely affect the shareholders ability to sell for the price at which it can sell, equity shares
at a particular point in time
52. We have not made any alternate arrangements for meeting our capital requirements for the
Objects of the Issue. Further we have not identified any alternate source of financing the Objects
of the Issue. Any shortfall in raising / meeting the same could adversely affect our growth plans,
business operations and financial condition.
As on date of this Prospectus, we have not made any alternate arrangements for meeting our capital
requirements for some of the objects of the issue. We meet our capital requirements through our
bank finance, debts, 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 no. 78 of this Prospectus.
53. Our actual results could differ from the estimates and projections used to prepare our financial
statements
The estimates and projections are based on and reflect our current expectations, assumptions and
/ or projections as well as our perception of historical trends and current conditions, as well as other
factors that we believe are appropriate and reasonable under the circumstances. There can be no
assurance that our expectations, estimates, assumptions and / or projections, including with respect
to the future earnings and performance will prove to be correct or that any of our expectations,
estimates or projections will be achieved.
54. If we are unable to source business opportunities effectively, we may not achieve our financial
objectives.
Our ability to achieve our financial objectives will depend on our ability to identify, evaluate and
accomplish business opportunities. To grow our business, we will need to hire, train, supervise and
manage new employees, expand our distribution channel and to implement systems capable of
effectively accommodating our growth. However, we cannot assure that any such employees or
distributors will contribute to the success of our business or that we will implement such systems
effectively. 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.
55. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under the Income-tax Act, 1961, capital gains arising from the sale of equity shares in an Indian
Company are generally taxable in India except any gain realized on the sale of shares on a Stock

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 Exchange held for more than 12 months will not be subject to capital gains tax in India if the
Securities Transaction Tax (“STT”) has been paid on the transaction. The STT will be levied on and
collected by an Indian Stock Exchange on which equity shares are sold. Any gain realized on the sale
of shares held for more than 12 months to an Indian resident, which are sold other than on a
recognized Stock Exchange and as a result of which no STT has been paid, will be subject to long
term capital gains tax in India. Further, any gain realized on the sale of shares on a Stock Exchange
held for a period of 12 months or less will be subject to short term capital gains tax. Further, any
gain realized on the sale of listed equity shares held for a period of 12 months or less which are sold
other than on a recognized stock exchange and on which no STT has been paid, will be subject to
short term capital gains tax at a relatively higher rate as compared to the transaction where STT has
been paid in India.
In Finance Bill 2017, Section 10(38) was amended to provide that exemption under this section for
income arising on transfer of equity share acquired on or after 1st day of October, 2004 shall be
available only if the acquisition of share is chargeable to STT under Chapter VII of the Finance (No
2) Act, 2004. In this case, this provision becomes effective, sale shares acquired on or after 1st day
of October, 2004 on which STT was not charged will attract tax under provisions of Long-Term
Capital Gains.
As per Finance Bill 2018, exemption under section 10(38) for income arising from long term gains
on transfer of equity share shall not be available on or after 1st day of April, 2018 if the long-term
capital gains exceed ₹1,00,000/- p.a. Such income arising from long term gains on transfer of equity
share on or after 1st day of April, 2018 in excess of ₹1,00,000/- p.a. shall be chargeable at the rate
of 10%.
Capital gains arising from the sale of shares will be exempt from taxation in India in cases where an
exemption is provided under a tax treaty between India and the country of which the seller is a
resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As
a result, residents of other countries may be liable for tax in India as well as in their own jurisdictions
on gains arising from a sale of the shares subject to relief available under the applicable tax treaty
or under the laws of their own jurisdiction.
56. Significant differences exist between Indian GAAP and other accounting principles, such as US
GAAP and IFRS, which may be material to investors assessments of Our Company's financial
condition. Our failure to successfully adopt IFRS may have an adverse effect on the price of our
Equity Shares. The proposed adoption of IFRS could result in our financial condition and results of
operations appearing materially different than under Indian GAAP.
Our restated financial statements, including the financial statements provided in this Prospectus,
are prepared in accordance with Indian GAAP. We have not attempted to quantify the impact of
IFRS or U.S. GAAP on the financial data included in this Prospectus, nor do we provide a
reconciliation of our financial statements to those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ
in significant respects from Indian GAAP. For details, refer chapter titled “Presentation of Financial
Industry and Market Data” beginning on page no. 16 of this Prospectus.
Accordingly, the degree to which the Indian GAAP financial statements included in this Prospectus
will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices
on the financial disclosures presented in this Prospectus should accordingly be limited. India has
decided to adopt the “Convergence of its existing standards with IFRS” and not the “International
Financial Reporting Standards” (“IFRS”), which was announced by the MCA, through the press note
dated January 22, 2010. These “IFRS based / synchronized Accounting Standards” are referred to in
India as IND (AS). Public companies in India, including our Company, may be required to prepare
annual and interim financial statements under IND (AS). The MCA, through a press release dated
February 25, 2011, announced that it will implement the converged accounting standards in a

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 phased manner after various issues, including tax related issues, are resolved. Further, MCA
Notification dated February 16, 2015, has provided an exemption to the Companies proposing to
list their shares on the SME Exchange as per Chapter IX of the SEBI ICDR Regulations and hence the
adoption of IND (AS) by a SME exchange listed Company is voluntary. Accordingly, we have made
no attempt to quantify or identify the impact of the differences between Indian GAAP and IFRS or
to quantify the impact of the difference between Indian GAAP and IFRS as applied to its financial
statements. There can be no assurance that the adoption of IND-AS will not affect our reported
results of operations or financial condition. Any failure to successfully adopt IND-AS may have an
adverse effect on the trading price of our Equity Shares. Currently, it is not possible to quantify
whether our financial results will vary significantly due to the convergence to IND (AS), given that
the accounting principles laid down in the IND (AS) are to be applied to transactions and balances
carried in books of accounts as on the date of the applicability of the converged standards (i.e., IND
(AS)) and for future periods.
Moreover, if we volunteer for transition to IND (AS) reporting, the same may be hampered by
increasing competition and increased costs for the relatively small number of IND (AS)-experienced
accounting personnel available as more Indian companies begin to prepare IND (AS) financial
statements. Any of these factors relating to the use of converged Indian Accounting Standards may
adversely affect our financial condition.
57. 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.
EXTERNAL RISKS
58. Political, economic or other factors that are beyond our control may have an adverse effect on our
business, financial condition, results of operations and cash flows
The Indian economy and capital markets are influenced by economic, political and market
conditions in India and globally. Currently, we manufacture only in India and derive most of our
sales in India, which are thus dependent on prevailing economic conditions in India. Our results of
operations are significantly affected by factors influencing the Indian economy. Factors that may
adversely affect the Indian economy, and hence our results of operations, may include:
• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the
right to convert or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse impact on economic
conditions in India and scarcity of financing for our expansions;
• prevailing income conditions among Indian consumers and Indian corporates;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock
exchanges;

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 • changes in India’s tax, trade, financial year or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or
globally, including in India’s various neighboring countries;
• occurrence of natural or man-made disasters (such as hurricanes, typhoons, floods,
earthquakes, tsunamis and fires) which may cause us to suspend our operations;
• civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war may
adversely affect the Indian markets as well as result in a loss of business confidence in Indian
companies; and
• epidemics, pandemics or any other public health concerns in India or in countries in the
region or globally, including in India’s various neighboring countries, such as the highly
pathogenic H7N9, H5N1 and H1N1 strains of influenza in birds and swine and more recently,
the COVID-19 pandemic;
• prevailing regional or global economic conditions, including in India’s principal export
markets;
• any downgrading of India’s debt rating by a domestic or international rating agency;
• international business practices that may conflict with other customs or legal requirements
to which we are subject, including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements,
import / export tariffs, increased regulations or capital investment requirements;
• logistical and communications challenges;
• financial instability in financial markets;
• difficulty in developing any necessary partnerships with local businesses on commercially
acceptable terms or on a timely basis;
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes
and difficulty enforcing contractual agreements or judgments in foreign legal systems or
incurring additional costs to do so; and
• other significant regulatory or economic developments in or affecting India
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian
economy, could adversely affect our business, financial condition and results of operations, and the
price of the Equity Shares.
59. Any downgrading of India’s debt rating by an international rating agency could have a negative
impact on our business
Our access to the debt markets and our costs of financing depend significantly on the credit ratings
of India. India’s sovereign rating decreased from Baa2 with a “negative” outlook to Baa3 with a
“negative” outlook by Moody’s and from BBB with a “stable” outlook to BBB with a “negative”
outlook (Fitch) in June 2020; and from BBB “stable” to BBB “negative” by DBRS in May 2020. India’s
sovereign ratings from S&P is BBB- with a “stable” outlook. Any further 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 financing is available, including raising any additional overseas financing. A
downgrading of India’s credit ratings may occur, for example, upon a change of government tax or
fiscal policy, which are outside our control. This could have an adverse effect on our ability to fund
our growth on favorable terms or at all, and consequently adversely affect our business.

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60. Changing laws, rules and regulations and legal uncertainties, including any adverse application
of corporate and tax laws, may adversely affect our business, prospects and results of operations
The regulatory and policy environment in which we operate is evolving and subject to change. Such
changes, including the instances mentioned below, may adversely affect our business, results of
operations and prospects, to the extent that we are unable to suitably respond to and comply with
any such changes in applicable law and policy.
For instance, the Taxation Laws (Amendment) Act, 2019, a tax legislation issued by India’s Ministry
of Finance effective as of September 20, 2019, prescribes certain changes to the income tax rate
applicable to companies in India. According to this legislation, companies can henceforth voluntarily
opt in favor of a concessional tax regime (subject to no other special benefits / exemptions being
claimed), which reduces the rate of income tax payable to 22% subject to compliance with
conditions prescribed, from the erstwhile 25% or 30% depending upon the total turnover or gross
receipt in the relevant period. Any such future amendments.
may affect our other benefits such as exemption for income earned by way of dividend from
investments in other domestic companies and units of mutual funds, exemption for interest
received in respect of tax-free bonds, and long-term capital gains tax on equity shares if withdrawn
by the statute in the future, and the same may no longer be available to us. Any adverse order
passed by the appellate authorities / tribunals / courts would have an effect on our profitability.
Further, the Government of India has announced the union budget for Fiscal 2022, pursuant to
which the Finance Bill, 2021 (“Finance Bill”), has introduced various amendments. The Finance Bill
has received assent from the President of India on March 28, 2021, and has been enacted as the
Finance Act, 2021 (“Finance Act”).
The Finance Act has also clarified that, in the absence of a specific provision under an agreement,
the liability to pay stamp duty in case of sale of securities through stock exchanges will be on the
buyer, while in other cases of transfer for consideration through a depository, the onus will be on
the transferor. The stamp duty for transfer of securities other than debentures, on a delivery basis
is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration
amount.
Any further changes in laws may have an impact on our results of operations. We may incur
increased costs and other burdens relating to compliance with new requirements, which may also
require significant management time and other resources, and any failure to comply may adversely
affect our business, results of operations and prospects. Uncertainty in the application,
interpretation or implementation of any amendment to, or change in, governing law, regulation or
policy, including by reason of an absence, or a limited body, of administrative or judicial precedent
may be time consuming as well as costly for us to resolve and may impact the viability of our current
business or restrict our ability to grow our businesses in the future.
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 deregulation policies could adversely affect
business and economic conditions in India, generally, and our business, prospects, financial
condition and results of operations, in particular.

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62. 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.
63. The ability of Indian companies to raise foreign capital may be constrained by Indian law.
As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign
currencies, including those specified under FEMA. Such regulatory restrictions limit our financing
sources for our projects under development and hence could constrain our ability to obtain
financing on competitive terms and refinance existing indebtedness. In addition, we cannot assure
you that the required approvals will be granted to us without onerous conditions, or at all.
Limitations on foreign debt may adversely affect our business growth, results of operations and
financial condition.

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 SECTION - III –INTRODUCTION
THE ISSUE
The following table summarizes the Issue details:
PARTICULARS DETAILS OF EQUITY SHARES
Issue 65,00,000 Equity Shares of face value of ₹ͅ 10.00/- each fully paid-up for
$
cash at price of ₹ 70.00 /- per Equity Share aggregating to ₹ 4,515 Lakhs
of which
Market Maker Reservation 3,28,000 Equity Shares of face value of ₹ 10.00/- each fully paid-up for
Portion cash at price of ₹ 70.00/- per Equity Share aggregating to ₹ 229.60 Lakhs
Employee Reservation 5,00,000* Equity Shares of face value of ₹ 10.00/- each fully paid-up for
Portion cash at price of ₹ 63.00$/- per Equity Share aggregating to ₹ 315.00 Lakhs
Net Issue 56,72,000** Equity Shares of face value of ₹ 10.00/- each fully paid-up
for cash at price of ₹ 70.00/- per Equity Share aggregating to ₹ 3,970.40
Lakhs)
Of which
(A) Retail Portion* 28,36,000 Equity Shares of face value of ₹ 10.00/- each fully paid-up for
cash at price of ₹ 70.00/- per Equity Share aggregating to ₹ 1985.20
Lakhs i.e., 50% of the Net Issue shall be available for allocation to Retail
Individual Investors.
(B) Non – Institutional 28,36,000 Equity Shares of face value of ₹ 10.00/- each fully paid-up for
Portion* cash at price of ₹ 70.00/- per Equity Share aggregating to ₹ 1985.20 Lakhs
i.e., 50% of the Net Issue shall be available for allocation for Investors
other than Retail Individual Investors
Pre-and Post-Issue Equity Shares
Equity shares outstanding 1,80,00,000 Equity Shares of face value of ₹ 10.00/- each
prior to the issue
Equity shares outstanding 2,45,00,000 Equity Shares of face value of ₹ 10.00/- each
after the issue
Use Of Issue Proceeds For details, please refer chapter titled “Objects of the Issue” beginning
on page no. 78 of this Prospectus.
$ Our Company in consultation with the Lead Manager, have offered a discount of ₹ 7.00 per Equity Share
to Eligible Employees.
** The Net Issue Size includes Net Issue and Reservation for Eligible employees (other than promoter and
promoter group. For details refer to Chapter titled “Definitions and Abbreviations” beginning on page 02 of
this Prospectus.
The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on
September 30, 2021 and approved by the shareholders of our Company vide a special resolution at the
Members Meeting held on September 30, 2021 pursuant to section 62(1)(c) of the Companies Act.
This Issue is being made in terms of Chapter IX of SEBI ICDR Regulations, 2018, as amended. For further
details, please refer to section titled “Issue Structure” beginning on page no. 237 of this Prospectus.
*As per the Regulation 253 of the SEBI (ICDR) Regulations, as amended, as present issue is a fixed price issue
the allocation in the net Issue to the public category shall be made as follows:
a) Minimum fifty percent to retail individual investor; and
b) remaining to:
(i) individual applicants other than retail individual investors; and
(ii) other investors including corporate bodies or institutions, irrespective of the number of specified
securities applied for;

Page 49 of 320
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) above may
be allocated to applicants in the other category.
If the retail individual investor category is entitled to more than allocated portion on proportionate basis,
accordingly the retail individual investors shall be allocated that higher percentage.
In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion
will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in
excess of ₹ 200,000, subject to the maximum value of Allotment made to such Eligible Employee not
exceeding ₹ 500,000. The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation
₹ 500,000), shall be added to the Net Issue. The Employee Reservation Portion shall not exceed 5% of our
post- Issue paid-up Equity Share capital. For further details, please refer to section titled “Issue Structure”
beginning on page no. 237 of this Prospectus.
Our Company, in consultation with the Lead Manager, have offered a discount of 10 % of the Issue Price
(equivalent of ₹ 7.00 per Equity Share) to Eligible Employees (as defined in this Prospectus) bidding/applying
in the Employee Reservation Portion.
Retail Individual Bidders and Eligible Employees must ensure that the Bid Amount, does not exceed Rs
200,000. Retail Individual Bidders and Eligible Employees should note that while filling the “SCSB/Payment
Details” block in the Application Form, Retail Individual Bidders and Eligible Employees must mention the
Bid Amount.

Page 50 of 320
 SUMMARY OF FINANCIAL INFORMATION

Annexure I - Restated Standalone Statement of Assets and Liabilities of Euro Panel Products Limited
(Formerly known as Euro Panel Products Private Limited)
(₹ in lakhs)
Particulars Annexure / Note no. As at As at As at As at
June 30, March 31, March 31, March
2021 2021 2020 31, 2019
Equity and liabilities
Shareholder's funds
A. Share Capital Annexure V, Note - 1 1,800.00 1,800.00 1,800.00 1,575.50
B. Reserves & Surplus Annexure V, Note - 2 1,689.13 1,501.44 1,131.25 600.03
Non- current liabilities
A. Long Term Borrowings Annexure V, Note - 3 1,102.00 1,098.03 774.11 353.62
B. Other Long -Term Annexure V, Note - 4 2,671.79 1,994.34 1,888.86 2,014.82
Liabilities
C. Deferred Tax Liability Annexure V, Note - 10 73.07 76.81 79.11 76.26
Current liabilities
Short Term Borrowings Annexure V, Note - 5 1,641.46 1,478.17 2,264.27 1,500.00
Trade payables Annexure V, Note - 6 4,596.14 4,842.32 4,315.26 2,430.00
Other current liabilities Annexure V, Note - 7 1,274.71 1,328.57 746.54 804.72
Short term provisions Annexure V, Note - 8 470.11 401.70 298.10 127.50
Total 15,318.40 14,521.38 13,297.48 9,482.45
Assets
Non-current assets
Fixed assets
Property plant and Annexure V, Note - 9 - - - -
equipment
(i) Tangible Assets 2,390.33 2,337.17 2,556.64 1,628.18
(ii) Intangible Assets 97.58 106.12 140.41 172.78
(iii) Capital Work in 230.65 342.68 10.11 130.76
Progress
Non-Current Investment Annexure VII 68.81 68.06 64.88 68.24
Long term loans and Annexure IX 32.14 27.86 8.88 29.64
advances
Current assets
Inventory Annexure VIII 8,972.32 8,232.77 7,954.80 5,093.07
Current Investment Annexure VII - - - -
Trade receivables Annexure IX 2,333.15 2,401.58 1,609.15 1,694.53
Cash and bank balances Annexure IV, Note - 11 490.36 329.33 235.14 105.65
Short term loans and Annexure X 111.43 105.28 81.57 101.95
advances
Other current assets Annexure IV, Note - 12 591.63 570.50 635.89 457.65
Preliminary Expenses - - - -
Total 15,318.40 14,521.38 13,297.48 9,482.45
Summary of Significant Accounting Policies: Annexure IV, Note 22 of Annexure V

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The above statement should be read with the basis of preparation and significant Accounting Policies
appearing in Annexure IV, Notes to the Restated Financial information appearing in Annexure V and
Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
The accompanying annexures are an integral part of statement of Assets and Liabilities.
As per our report of even date
For Jogin Raval & Associates For and on behalf of the Board of Directors
Chartered Accountants Euro Panel Products Limited (Formerly known as Euro
ICAI's Firm Registration Number: 128586W Panel Products Private Limited)

CA Jogin K Raval Rajesh N Shah Divyam R Shah

Proprietor Chairman and Managing Director Whole Time Director
Membership No. 122197 DIN: 02038392 DIN: 05129462

Place: Mumbai Place: Mumbai

Date: October 13, 2021 Date: October 13, 2021
UDIN: 21122197AAAAEQ5751

Page 52 of 320
Annexure II - Restated Standalone Statement of Profit and Loss of Euro Panel Products Limited (Formerly
known as Euro Panel Products Private Limited)
(₹ in lakhs)
Particulars Annexure / As at As at As at As at
Note no. June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Revenue
Revenue from operations Annexure V, 3,143.68 14,225.16 14,238.14 10,802.37
Note - 13
Other income Annexure V, 46.94 105.21 61.23 64.66
Note - 14
Total Revenue (A) 3,190.61 14,330.37 14,299.36 10,867.04
Expenses
Cost of Raw Materail Consumed Annexure V, 2,823.61 10,157.21 10,924.87 7,748.80
Note - 15
Changes In Inventories of Stock Annexure V, (751.01) (120.41) (959.69) (82.39)
Note - 16
Employee benefits expense Annexure V, 279.47 973.97 992.94 713.91
Note - 17
Finance costs Annexure V, 162.56 696.83 680.84 670.90
Note - 18
Depreciation expense Annexure V, 76.43 298.75 236.33 168.89
Note - 9.2
Other expenses Annexure V, 347.21 1,731.77 1,797.30 1,240.67
Note - 19
Total Expenses (B) 2,938.27 13,738.12 13,672.58 10,460.78
Profit before tax (C=A-B) 252.34 592.25 626.78 406.26
Tax expense
- Current tax 68.41 147.00 170.60 84.10
- Deferred tax charge / (credit) (3.74) (2.29) 2.84 6.62
- Short /(excess) provision for tax - 2.34 - 1.09
- MAT Entitlement - (75.01) (56.82) 79.14
Credit/(Utilised)
Total Tax Expenses (D) 64.66 222.06 230.26 12.67
Net Profit as restated (C-D)
Net Profit as restated 187.68 370.19 396.52 393.59
Earnings per equity share Annexure V,
(Nominal value of ₹. 10 each) Note - 20
- Basic 1.04 2.06 2.44 3.56
- Diluted 1.04 2.06 2.44 3.56

Summary of Significant Accounting Policies: Annexure IV, Note 22 of Annexure V

The above statement should be read with the basis of preparation and significant Accounting Policies
appearing in Annexure IV, Notes to the Restated Financial information appearing in Annexure V and
Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
The accompanying annexures are an integral part of statement of Profit and Loss.
As per our report of even date

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For Jogin Raval & Associates For and on behalf of the Board of Directors
Chartered Accountants Euro Panel Products Limited (Formerly known as Euro
ICAI's Firm Registration Number: 128586W Panel Products Private Limited)

CA Jogin K Raval Rajesh N Shah Divyam R Shah

Proprietor Chairman and Managing Director Whole Time Director
Membership No. 122197 DIN: 02038392 DIN: 05129462

Place: Mumbai Place: Mumbai

Date: October 13, 2021 Date: October 13, 2021
UDIN: 21122197AAAAEQ5751

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Annexure III - Restated Standalone Statement of Cash Flows of Euro Panel Products Limited (Formerly
known as Euro Panel Product Private Limited)
( in lakhs)
Particulars For the Year Ended
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
(i) Cash flow from operating activities
Restated Profit before tax 252.34 592.25 626.78 406.26
Adjustments for:
Depreciation expenses 76.43 298.75 236.33 168.89
Interest Paid 152.16 624.50 539.68 627.30
Interest Received (1.73) (15.80) (14.25) (6.41)
Operating profit before working capital changes 479.20 1,499.69 1,388.53 1,196.04
Changes in working capital:
(Increase)/Decrease in Short Term Loans &
(6.14) (23.71) 20.38 (87.34)
Advances
(Increase)/Decrease in Inventories (739.55) (277.97) (2,861.73) (1,144.93)
(Increase)/Decrease in Trade Receivables 68.44 (792.44) 85.38 (823.28)
(Increase)/Decrease in Other Current Assets (21.12) 65.39 (178.24) (179.84)
(Increase)/Decrease in Preliminary Expenses - - - -
Increase/(Decrease) in Short Term Borrowings 163.29 (786.10) 764.27 500.00
Increase/(Decrease) in Trade Payables (246.18) 527.06 1,885.26 1,110.09
Increase/(Decrease) in Other Current Liabilities (53.86) 582.03 (58.18) (18.90)
Increase/(Decrease) in Short Term Provisions 68.41 103.60 170.60 69.86
Cash generated (used in) / from operations (287.52) 897.56 1,216.27 621.69
- Direct taxes paid (net of refunds) (68.41) (224.35) (227.42) (1.09)
Net cash generated (used in) / from operating
(355.93) 673.21 988.85 620.60
activities (i)
(ii) Cash flow from investing activities
Investment In Fixed Deposit/Share Money (0.75) (3.18) 3.36 (4.33)
Purchase Of Fixed Asset (9.01) (377.56) (1,011.78) (316.02)
Security Deposit (4.28) (18.98) 20.76 1.41
Interest Received 1.73 15.80 14.25 6.41
Net cash generated from / (used in) investing
(12.31) (383.92) (973.41) (312.53)
activities (ii)
(iii) Cash flow from financing activities
Increase In Share Capital - - 224.50 375.50
Share Premium Received - - 134.70 225.30
Proceeds From Long Term Borrowings 3.98 323.92 420.48 17.63
Repayment of Other Long-Term Liabilities 677.45 105.48 (125.96) (202.31)
Interest Expenses (152.16) (624.50) (539.68) (627.30)
Net cash generated from / (used in) financing
529.27 (195.10) 114.05 (211.17)
activities (iii)
Net increase / (decrease) in cash and cash
161.03 94.19 129.48 96.90
equivalents (i) + (ii) + (iii)
Cash and cash equivalents at the beginning of the
329.33 235.14 105.65 8.75
year
Cash and cash equivalents at the end of the year 490.36 329.33 235.14 105.65

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 Cash and cash equivalents at the end of the year
comprises of
Cash in hand 10.25 5.42 8.32 3.69
Balance with scheduled banks in current accounts 480.11 323.91 226.82 101.96
490.36 329.33 235.14 105.65
Notes:
1. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard-
3 on 'Cash Flow Statements' notified under specified section 133 of the Companies Act,2013 read with Rule 7
of the Companies (Accounts) Rules,2014 and Companies (Accounting Standards) Amendment Rules, 2016.
The accompanying annexure are an integral part of the financial information.
As per our report of even date
For Jogin Raval & Associates For and on behalf of the Board of Directors
Chartered Accountants Euro Panel Product Limited (Formerly known as Euro
ICAI's Firm Registration Number: 128586W Panel Product Private Limited)

CA Jogin K Raval Rajesh N Shah Divyam R Shah

Proprietor Chairman and Managing Director Whole Time Director
Membership No. 122197 DIN: 02038392 DIN: 05129462

Place: Mumbai Place: Mumbai

Date: October 13, 2021 Date: October 13, 2021
UDIN: 21122197AAAAEQ5751

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 GENERAL INFORMATION
Our Company was originally incorporated as a private limited company in the name of “Archer Trading
House Private Limited” under the provisions of the Companies Act, 1956 vide Certificate of Incorporation
dated December 18, 2013 bearing Corporate Identification Number U51101MH2013PTC251176 issued by
the Registrar of Companies, Maharashtra, Mumbai. Subsequently, the name of our Company was changed
to “Euro Panel Products Private Limited” pursuant to the special resolution passed by the Shareholders of
our Company at the Extra-Ordinary General Meeting held on August 18, 2014. The Deputy Registrar of
Companies, Mumbai issued a fresh Certificate of Incorporation dated October 22, 2014, upon change of the
name of the Company, bearing Corporate Identification Number U28931MH2013PTC251176. Our Company
was converted into a public limited company pursuant to the special resolution passed by the Shareholders
of our Company at the Extra-Ordinary General Meeting held on August 25, 2021 and consequently upon
conversion, the name of our Company was changed to “Euro Panel Products Limited” vide a fresh Certificate
of Incorporation dated September 21, 2021, bearing Corporate Identification Number
U28931MH2013PLC251176 issued by the Registrar of Companies, Mumbai. For further details, please refer
to chapter titled “History and Certain Corporate Matters” beginning on page no. 124 of this Prospectus.
REGISTERED OFFICE OF OUR COMPANY
EURO PANEL PRODUCTS LIMITED
702, 7th Floor, Aravalli Business Centre,
Ramdas Sutrale Road, Borivali (West),
Mumbai 400092, Maharashtra, India.
Tel: 022 29686500
Email Id: [email protected]
Website: www.eurobondacp.com
ADDRESS OF REGISTRAR OF COMPANIES
Registrar of Companies, Mumbai, Maharashtra.
100, Everest, Marine Drive, Mumbai- 400002,
Maharashtra.
BOARD OF DIRECTORS OF OUR COMPANY
Our Company’s Board comprises of the following Directors as set forth the details in the following table:

NAME DIN DESIGNATION ADDRESS

Rajesh Shah 02038392 Chairman and A801, Aquaria Grande CHS, Devidas Lane,
Managing Director Borivali (West), Mumbai-400103, Maharashtra,
India.
Divyam Shah 05129462 Whole-Time Director A801, 8th Floor, Aquaria Grande Tower, Devidas
Lane, Near St. Lawrence High School, Borivali
(West), Mumbai-400103, Maharashtra, India.
Bharkharani 08531880 Independent Flat No. 303, Ganagapreet, ITI Road, Aundh, Be-
Nevatia Director Saraswat Bank, Pune 411007, Maharshtra,
India.
Alok Rungta 09310321 Independent Opp. ICICI Bank ATM Plot No. 222, Pitreshwari
Director Apartment Nandanvan Layout, Hanuman
Nagar, Nagpur 440009, Maharashtra, India.
Daisy Dsouza 09348309 Additional 31-3, Kabirashram, Pandurang BudhkarMarg,
Independent Opp Nestle Apartment, Deisle Road, Worli,
Director Mumbai 400013, Maharashtra, India.
For brief profiles of our Board of Directors, please see “Our Management” beginning on page no. 129 of this
Prospectus.

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COMPANY SECRETARY & COMPLIANCE OFFICER
Hiral Shah
702, 7th Floor, Aravalli Business Centre,
Ramdas Sutrale Road, Borivali (West),
Mumbai 400092, Maharashtra, India
Tel: 022 29686500
Email Id: [email protected]
Note: Investors can contact our Company Secretary and Compliance Officer, the Lead Manager 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, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund
orders and non-receipt of funds by electronic mode etc.
ALL GRIEVANCES RELATING TO THE ASBA PROCESS AND UPI PAYMENT MECHANISM MAY BE ADDRESSED
TO THE REGISTRAR TO THE ISSUE, WITH A COPY TO THE RELEVANT DESIGNATED INTERMEDIARY WITH
WHOM THE ASBA FORM WAS SUBMITTED. THE APPLICANT SHOULD GIVE FULL DETAILS SUCH AS NAME
OF THE SOLE OR FIRST APPLICANT, ASBA FORM NUMBER, APPLICANT DP ID, CLIENT ID, UPI ID (IF
APPLICABLE), PAN NUMBER, DATE OF THE ASBA FORM, ADDRESS OF THE APPLICANT, NUMBER OF EQUITY
SHARES APPLIED FOR AND THE NAME AND ADDRESS OF THE DESIGNATED INTERMEDIARY WHERE THE
ASBA FORM WAS SUBMITTED BY THE ASBA APPLICANT.
Further, the investors shall also enclose the Acknowledgement Slip from the Designated Intermediaries
in addition to the documents/ information mentioned above.
DETAILS OF KEY INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY:
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE
Fedex Securities Private Limited Link Intime India Private Limited
B 7, 3rd Floor, Jay Chambers, C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai-
Dayaldas Road, Vile Parle (East), 400083, Maharashtra, India.
Mumbai - 400 057, Maharashtra, India Tel No: +91 22 4918 6200
Tel No: +91 8104985249 Fax No: 022 - 4918 6060
Fax No: Not Available Contact Person: Shanti Gopalkrishnan
Contact Person: Yash Kadakia Email Id: [email protected]
Email Id: [email protected] Website: www.linkintime.co.in
Website: www.fedsec.in Investor Grievance Email:
Investor Grievance Email: [email protected] [email protected]
SEBI Registration Number: INM000010163 SEBI Registration Number: INR000004058
LEGAL ADVISOR TO THE ISSUE STATUTORY AUDITORS
Pooja Sharma Jogin Raval and Associates
8/14, 30, Malad Co-op Housing Society Limited, B-101/102, Shree Sai Towers CHS, Sodawala Lane,
Poddar Park, Malad East, Mumbai – 400097, Nutan Nagar, Borivali West, Mumbai 400092
Maharashtra, India. Tel No.: +91 9870122870
Tel No.: +91 9022869773 Email: [email protected]
Email Id: [email protected] Membership No.: 122197
Bar Council No.: MAH/5967/2013 Firm Registration No.: 128586W
Contact Person: CA Jogin K Raval

PEER REVIEWED AUDITOR BANKERS TO THE COMPANY

Jogin Raval and Associates The Cosmos Co-op Bank Limited
B-101/102, Shree Sai Towers CHS, Sodawala 2nd Floor, Horizon Building, Ranade Road and Gokhale
Lane, Nutan Nagar, Borivali West, Mumbai Road Junction, Dadar West, Mumbai- 400028,
400092 Maharashtra, India.
Tel No.: +91 9870122870 Tel No: 022224476001

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 Email: [email protected] Fax No: Not Available
Membership No.: 122197 Contact Person: Purva Chavan
Firm Registration No.: 128586W Email Id: [email protected]
Contact Person: CA Jogin K Raval Website: www.cosmosbank.com
BANKERS TO THE COMPANY BANKERS TO THE ISSUE / REFUND BANK / SPONSOR
BANK
HDFC Bank Limited ICICI Bank Limited
C Wing, 3rd Floor, Trade Star Building J B Nagar Capital Market Division, 1st Floor, 122, Mistry Bhavan,
Andheri East 400059. Dinshaw Vachha Road, Backbay Reclamation,
Tel No: 02240800968 Churchgate, Mumbai – 400020.
Fax No: Not Available Tel No: 022- 66818911/23/24
Contact Person: Girdhar Nandurkar Fax No: 022- 22611138
Email Id: [email protected] Contact Person: Sagar Welekar
Website: www.hdfcbank.com Email Id: [email protected]
Website: www.icicibank.com

SYNDICATE MEMBER(s)
As on the date of this Prospectus, there are no syndicate members
DESIGNATED INTERMEDIARIES
Self-Certified Syndicate Banks (“SCSBs”)
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35.or at any
website as may be prescribed by SEBI from time to time. Details relating to designated branches of SCSBs
collecting the ASBA application forms are available at the above-mentioned link.
SCSBs eligible as Issuer Banks for UPI Mechanism
The list of banks that have been notified by SEBI to act as SCSBs for the UPI process provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. The list of
Branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms from the
designated intermediaries will be available on the website of the SEBI (www.sebi.gov.in) and it’s updated
from time to time.
Registered Brokers
In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Applicant can submit Application Form
for the Issue using the stock brokers network of the Stock Exchanges, i.e., through the Registered Brokers
at the Brokers Centers
The list of the Registered Brokers, including details such as postal address, telephone number and e-mail
address, is provided on the website of the SEBI ( www.sebi.gov.in ), and updated from time to time. For
details on Registered Brokers, please refer
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
Registrar to The Issue and Share Transfer Agents (“RTA”)
In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the RTAs
eligible to accept Applications forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, are provided on the website of the SEBI ( www.sebi.gov.in), and
updated from time to time. For details on RTA, please refer
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
Collecting Depository Participants (“CDP”)

Page 59 of 320
In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the CDPs
eligible to accept Application 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 the Application Forms from the Designated Intermediaries will
be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.
CREDIT RATING
This being an Issue of Equity Shares, credit rating is not required.
IPO GRADING
Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, there is no
requirement of appointing an IPO Grading agency.
DEBENTURE TRUSTEES
Since this is not a debenture issue, appointment of debenture trustee in not required.
MONITORING AGENCY
Since our issue size, does not exceed one hundred crore rupees, we are not required to appoint monitoring
agency for monitoring the utilization of Net Proceeds in accordance with Regulation 262(1) of SEBI ICDR
Regulations. 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
APPRAISING ENTITY
No appraising entity has been appointed in respect of any objects of this Issue.
FILING THE DRAFT OFFER DOCUMENT/ OFFER DOCUMENT
a) The Soft copy of Draft Prospectus and Prospectus shall be filed with EMERGE Platform of National Stock
Exchange of India Limited (“NSE EMERGE”) situated at Exchange Plaza, C-1, Block G, Bandra Kurla
Complex, Bandra (E), Mumbai – 400 051, Maharashtra, India.
b) A soft copy of Draft Prospectus shall be submitted to SEBI. However, SEBI will not issue any observation
on the offer document in term of Regulation 246(2) of the SEBI (ICDR) Regulations, 2018. Further, a
soft copy of the Prospectus along with relevant documents shall be filed with SEBI pursuant to SEBI
Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, through SEBI
Intermediary Portal at https://siportal.sebi.gov.in
c) A copy of the Prospectus along with the material contracts and documents referred elsewhere in the
Prospectus required to be filed under Section 26 of the Companies Act, 2013 would be filed with the
RoC at its office and through the electronic portal at https://www.mca.gov.in
STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES
Fedex Securities Private Limited is the sole Lead Manager to this Issue and all the responsibilities relating to
co-ordination and other activities in relation to the Issue shall be performed by them and hence a statement
of inter-se allocation of responsibilities is not required.
TYPE OF ISSUE
The present issue is considered to be 100% Fixed Price Issue.
UNDERWRITERS
Our Company and Lead Manager to the Issue hereby confirm that the Issue is 100% Underwritten. The
Underwriting Agreement is dated November 12, 2021 and pursuant to the terms of the underwriting
agreement, obligations of the underwriter are subject to certain conditions specified therein. The

Page 60 of 320
underwriter has indicated their intention to underwrite following number of specified securities being
issued through this Issue.
Name, Address, Telephone, Indicated number Amount % of the total
Facsimile, and Email of the of Equity Shares to Underwritten Issue size
Underwriters be Underwritten (in Lakhs) Underwritten
Fedex Securities Private Limited 65,00,000* 4515.00 100.00%
B 7, 3rd Floor, Jay Chambers, Dayaldas
Road, Vile Parle (East),Mumbai - 400 057,
Maharashtra, India.
Tel No: +91 8104985149
Fax No: +91 22 26186966
Contact Person: Yash Kadakiya
Email Id: [email protected]
Website: www.fedsec.in
Investor Grievance Email:
[email protected]
SEBI Registration Number:
INM000010163
TOTAL 65,00,000 4515.00 100.00%
*Includes 3,28,000 Equity Shares of the Market Maker Reservation Portion which are to be subscribed by the
Market Maker in order to claim 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 underwriting obligations in full.
CHANGE IN THE STATUTORY AUDITOR DURING LAST THREE (3) YEARS
Our Company had appointed M/s. Vipul M Shah and Associates (FRN: 117853W) as the Statutory Auditor
of the Company for five (5) financial years from April 01, 2020 to March 31, 2025 at Annual General
Meeting held on October 09, 2020. Further, M/s. Vipul M Shah and Associates has given its resignation due
to personal reasons and the Company has accepted the resignation vide Resignation Letter dated
November 09, 2021. In order to fill the vacancy, the Company has appointed M/s. Jogin Raval and
Associates (FRN: 128586W), having valid Peer Review Certificate No. 013114 as the Statutory Auditor of
the Company at the Extra Ordinary General Meeting held on November 10, 2021.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the Lead Manager, reserves the right not to proceed with the Issue at
any time before the Issue Opening Date without assigning any reason thereof.
If our Company withdraws the Issue any time after the Issue Opening Date but before the Board meeting
for Allotment of Equity Shares, a public notice will be issued by our Company within two (2) Working 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 notice of withdrawal will be issued in the same newspapers where the Pre-
Issue advertisements were published and the Stock Exchange will also be informed promptly.
The Lead Manager, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts
of the ASBA Applicants within (1) one day of receipt of such notification. Our Company shall also promptly
inform EMERGE Platform of National Stock Exchange of India Limited on which the Equity Shares were
proposed to be listed. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing
and trading approvals from EMERGE Platform of National Stock Exchange of India Limited, which our
Company shall apply for after Allotment. If our Company withdraws the Issue after the Issue Closing Date
and thereafter determines that it will proceed with an IPO, our Company shall be required to file a fresh
Prospectus with the stock exchange where the Equity Shares may be proposed to be listed.

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DETAILS OF MARKET MAKING ARRANGEMENT FOR THIS ISSUE
Our Company, Market Maker and the Lead Manager has entered into Market Making Agreement dated
November 16,2021 with the following Market Maker to fulfill the obligations of Market Making for this
Issue:
Name Rikhav Securities Limited
Address 35 B, Matru Chhaya, S N Road, Mulund (West), Mumbai-400080
Tel no 9769618582
Fax no 91 022-25935300
Email id [email protected]
Website www.rikahv.net
Contact person Hitesh Lakhani
Sebi registration no INZ000157737
Market Making Registration No. INB231280430
Rikhav Securities Limited, registered with EMERGE Platform of National Stock Exchange of India Limited will
act as the market maker and have agreed to receive or deliver the specified securities in the market making
process for a period of (3) three years from the date of listing of our Equity Shares or for a period as may be
notified by amendment to SEBI (ICDR) Regulations.
The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, and as amended from time to time and the circulars issued by the National Stock Exchange of
India Limited and SEBI regarding 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) 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 from time to time. Further, the Market
Maker shall inform the Stock Exchange in advance for each and every black out period when the quotes
are not being offered by the Market Maker.
2. The prices quoted by the 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
National Stock Exchange of India Limited and SEBI from time to time
3. The minimum depth of the quote shall be ₹ 1.00 Lakh. However, the investors with holdings of value
less than 1.00 Lakh shall be allowed to Issue their holding to the Market Maker in that scrip provided
that they sell their 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 ₹ 70.00 /- per share the minimum bid lot size is 2,000 Equity
Shares thus minimum depth of the quote shall be 2,000Equity Shares until the same, would be revised
by EMERGE.
4. After a period of (3) three months from the market making period, the market maker would be
exempted to provide quote if the Equity Shares of market maker in our Company reaches to 25%. Or
upper limit (Including the 5% of Equity Shares ought 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%. As soon as the Shares of market maker in our
Company reduce to 24%, the market maker will resume providing 2-way quotes.
5. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper
side for market maker(s) during market making process has been made applicable, based on the issue
size and as follows:

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 Issue Size Buy quote exemption threshold Re-Entry threshold for buy quote
(including mandatory initial inventory (including mandatory initial
of 5% of the Issue Size) inventory of 5% of the Issue Size)
Up to 20 Crore 25% 24%
20 to 50 Crore 20% 19%
50 to 80 Crore 15% 14%
Above 80 Crore 12% 11%
6. There shall be no exemption/threshold on downside. However, in the event the market maker exhausts
his inventory through market making process, the concerned stock exchange may intimate the same to
SEBI after due verification.
7. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for
the quotes given by him.
8. There would not be more than five Market Makers for a script at any point of time. These would be
selected on the basis of objective criteria to be evolved by the Exchange which would include capital
adequacy, Networth, infrastructure, minimum volume of business etc. The Market Makers may
compete with other Market Maker for better quotes to the investors. At this stage, Rikhav Securities
Limited is acting as the sole Market Maker.
9. 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 Special
Pre-Open Session (SPOS) and would remain in Trade for Trade settlement for (10) ten days from the
date of listing of Equity shares on the Stock Exchange.
10. The Marker Maker may also be present in the opening call auction, but there is no obligation on him to
do so.
11. The shares of our Company will be traded in continuous trading session from the time and day our
company gets listed on EMERGE Platform of National Stock Exchange of India Limited and the Market
Maker will remain present as per the guidelines mentioned under National Stock Exchange of India
Limited and SEBI circulars.
12. 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.
13. Once registered as a Market Maker, he has to act in that capacity for a period as mutually decided
between the Lead Manager and Market Maker. Once registered as a Market Maker, he has to start
providing quotes from the day of the listing/the day when designated as the Market Maker for the
respective scrip and shall be subject to the guidelines laid down for market making by the Stock
Exchange.
14. The Market Maker shall have the right to terminate said arrangement by giving a six-month notice or
on mutually acceptable terms to the Lead Manager, who shall then be responsible to appoint a
replacement Market Maker.
15. 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 Lead Manager to arrange for
another Market Maker 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, 2018. Further our
Company and the Lead Manager reserve the right to appoint other Market Maker either as a

Page 63 of 320
 replacement of the current Market Maker or as an additional Market Maker subject to the total number
of Designated Market Maker does not exceed five (5) 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 Registered Office from 11.00 a.m. to 5.00 p.m. on working days.
16. Risk containment measures and monitoring for Market Makers: Stock Exchange will have all margins,
which are applicable on the main board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss
Margin, Special Margins and Base Minimum Capital etc. Stock Exchange can impose any other margins
as deemed necessary from time-to-time.
17. Punitive Action in case of default by Market Makers: NSE EMERGE Exchange 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 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 in
case he is not present in the market (offering 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.
18. 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 ₹ 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.
19. 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.
Sr No. Market Price slab (in ₹) 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
20. 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/ Stock Exchange from
time to time.
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 64 of 320
 CAPITAL STRUCTURE
The Equity Share capital of our Company as on the date of this Prospectus is set forth below:
Amount (in Lakhs except share data)
Sr. Particulars Aggregate Aggregate
No. Nominal value at
Value Issue Price
A. AUTHORISED EQUITY SHARE CAPITAL
2,60,00,000 Equity Shares of face value of ₹ 10.00/- each 2,600.00 --
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE
ISSUE
1,80,00,000 Equity Shares of face value of ₹ 10.00/- each 1,800.00 --
C. PRESENT ISSUE IN TERMS OF THIS PROSPECTUS*
Issue of 65,00,000 Equity Shares of ₹10.00/- each for cash at price of 650.00 4515.00
₹ 70.00@ /- per share
Which comprises:
Market Maker Reservation portion: 32.80 229.60
Reservation for Market Maker 3,28,000 Equity Shares of ₹10.00/- each
for cash at price of ₹ 70.00 /- per share
Employee Reservation portion: 50.00 315.00
Reservation for Employee of 5,00,000 Equity Shares of ₹10.00/- each
for cash at price of ₹ 63.00@ /- per share
Net Issue 567.20
Net Issue to the Public 56,72,000# Equity Shares of ₹ 10.00/- each for 3970.40
cash at price of ₹ 70.00 /- per share
Of which:
Allocation to Retail Individual Investor: 283.60 1985.20
28,36,000 Equity Shares of ₹ 10.00/- each for cash at price of ₹ 70.00/-
per share i.e., 50% of the Net Issue shall be available for allocation
Retail Individual Investors
Allocation to Other than Retail Individual Investors: 283.60 1985.20
28,36,000 Equity Shares of ₹10.00/- each for cash at price of ₹ 70.00
/- per share i.e., 50% of the Net Issue shall be available for allocation
to other than Retail Individual Investors
D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE
ISSUE
2,45,00,000 Equity Shares of face value of ₹10.00/- each 2450.00
E. SECURITIES PREMIUM ACCOUNT
Before the Issue 360.00**
After the Issue 4,225
* The present Issue has been authorized pursuant to a resolution of our Board of Directors dated September
30, 2021 and by Special Resolution passed under Section 62(1)(c) of the Companies Act, 2013 at the Members
Meeting held on September 30, 2021.
**The Securities Premium Amount is as on June 30, 2021
@Our Company in consultation with the Lead Manager, have offered a discount of ₹ 7.00 per Equity Share
to Eligible Employees
#The Net Issue and the Eligible Employee Reservation is collectively referred to as Net Issue Size (i.e.,
61,72,000 Equity Shares

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DETAILS OF CHANGES IN AUTHORIZED SHARE CAPITAL OF THE COMPANY SINCE INCORPORATION:
For details in relation to the changes in the authorized share capital of our Company, see “History and
Certain Corporate Matters” beginning on page no. 124 of this Prospectus.
NOTES TO THE CAPITAL STRUCTURE
1. Share Capital History of our Company
a) The History of Equity Share Capital of our Company is disclosed below
Date of Number of Face Issue Nature of Form of Cumulative
Allotment Equity value Price Consideration allotment no. of Equity
Shares (₹) (₹) Shares
allotted
On 10,000 10.00 10.00 Cash Subscription 10,000
Incorporation (i) to MOA
September 16, 9,90,000 10.00 10.00 Cash Rights Issue 10,00,000
2014 (ii)
August 06, 40,00,000 10.00 10.00 Cash Rights Issue 50,00,000
2016 (iii)
August 09, 10,00,000 10.00 10.00 Cash Issue against 60,00,000
2017(iv) unsecured
loan
July 05, 2018(v) 12,37,500 10.00 16.00 Private Cash 72,37,500
Placement
August 16, 60,00,000 10.00 N.A Other than Conversion 1,32,37,500
2018(vi) Cash of
Preference
Shares to
Equity
Shares
February 05, 25,17,500 10.00 16.00 Private Cash 1,57,55,000
(vii)
2019 Placement
January 15, 22,45,000 10.00 16.00 Rights Issue Cash 1,80,00,000
2020(viii)
* All equity shares are fully paid-up as on the date of filing of this Prospectus. The details of shares fully paid-
up are provided below:
i. Initial Subscribers to the Memorandum of Association of our company
Sr. No. Name No. of Equity Shares
1. Rajesh Shah 4,000
2. Krishna Shah 3,000
3. Divyam Shah 3,000
TOTAL 10,000
ii. Allotment of 9,90,000 Equity Shares of face value of ₹ 10.00/- each as per the details given below:
Sr. No. Name No. of Equity Shares
1. Rajesh Shah 2,96,000
2. Krishna Shah 4,97,000
3. Divyam Shah 1,97,000
TOTAL 9,90,000
iii. Allotment of 40,00,000 Equity Shares of face value of ₹ 10.00/- each as per the details given below:

Page 66 of 320
 Sr. No. Name No. of Equity Shares
1. Rajesh Shah 15,00,000
2. Krishna Shah 15,00,000
3. Divyam Shah 10,00,000
TOTAL 40,00,000
iv. Allotment of 10,00,000 Equity Shares of face value of ₹ 10.00/- each as per the details given below:
Sr. No. Name No. of Equity Shares
1. Rajesh Shah (HUF) 10,00,000
TOTAL 10,00,000
v. Allotment of 12,37,500 Equity Shares of face value of ₹ 10.00/- each as per the details given below:
Sr. No. Name No. of Equity Shares
1. Bhavesh Shah 4,12,500
2. Paresh Shah 4,12,500
3. Rakesh Shah 4,12,500
TOTAL 12,37,500
vi. Allotment of 60,00,000 Equity Shares of face value of ₹ 10.00/- each pursuant to conversion of 15%
convertible Preference Shares to Equity Shares as per the details given below:
Sr. No. Name No. of Equity Shares
1. Rajesh Shah 24,54,000
2. Krishna Shah 17,03,000
3. Divyam Shah 9,53,000
4. Niranjana Shah 6,90,000
5. Rajesh Shah (HUF) 2,00,000
TOTAL 60,00,000
vii. Allotment of 25,17,500 Equity Shares of face value of ₹ 10.00/- each as per the details given below:
Sr. No. Name No. of Equity Shares
1. Rajesh Shah 8,05,000
2. Vinesh Shah 4,12,500
3. Rinkal Gada 5,50,000
4. Suresh Gada 7,50,000
TOTAL 25,17,500
viii. Allotment of 22,45,000 Equity Shares of face value of ₹ 10.00/- each as per the details given below:
Sr. No. Name No. of Equity Shares
1. Rajesh Shah 16,47,521
2. Krishna Shah 4,99,158
3. Niranjana Shah 98,321
TOTAL 22,45,000

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b) The history of the preference share capital of our Company is disclosed below
Date of Number of Face Issue Nature of Form of Cumulative
Allotment Preference value Price Consideration allotment no. of
Shares (₹) (₹) Preference
allotted Shares
October 29, 40,00,000* 10.00 10.00 Cash Private 40,00,000
2014(i) Placement
Basis
August 09, 20,00,000* 10.00 10.00 Other than Cash Issue 60,00,000
2017(ii) against
unsecured
loan
The Preference Shares have been converted by our Company into Equity Shares pursuant to resolution
passed by the Board dated August 16, 2018.
i. Allotment of 40,00,000 15% Convertible Preference Shares of face value of ₹ 10.00/- each as per
the details given below:
Sr. No. Name No. of Preference
Shares
1. Rajesh Shah 19,54,000
2. Krishna Shah 9,03,000
3. Divyam Shah 9,53,000
4. Niranjana Shah 1,90,000
TOTAL 40,00,000
ii. Allotment of 20,00,000 15% Convertible Preference Shares of face value of ₹10.00/- each against
the unsecured loan as per the details given below:
Sr. No. Name No. of Preference
Shares
1. Rajesh Shah 5,00,000
2. Krishna Shah 8,00,000
3. Niranjana Shah 5,00,000
4. Rajesh Shah (HUF) 2,00,000
TOTAL 20,00,000
2. Issue of Equity Shares and Preference Shares for consideration other than cash or out of
revaluation reserves
Except as detailed below, our Company has not issued any Equity Shares and Preference Shares for
consideration other than cash, on the date of this Prospectus
a) Equity Shares
Date of Number Face Issue Reasons Name of No. of Shares Benefits
Issue of Equity Value Price for Allottee’s Allotted Accrued
Allotm Shares (₹) (₹) Allotme
ent nt
August 10,00,00 10.00 10.00 Issue Rajesh Shah 10,00,000
09, 0 against (HUF) Reduction in
2017(v) unsecure borrowing costs
d loan
b) Preference Shares

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 Date of Number of Face Issue Reasons Name of No. of Shares Benefits
Issue Preference Value Price for Allottee’s Allotted Accrued
Allotment Shares (₹) (₹) Allotment
August 20,00,000* 10.00 10.00 Rajesh Shah 5,00,000 Reduction
Issue
09, Krishna Shah 8,00,000 in
against
2017(vi) Niranjana Shah 5,00,000 borrowing
unsecured
Rajesh Shah 2,00,000 costs
loan
(HUF)
The Preference Shares have been redeemed by our Company pursuant to resolution passed by the
Board dated August 16, 2018.
3. Issue of specified securities at a price lower than the Issue Price in the last year
Except as disclosed above under “Capital Structure - History of Equity Share capital of our Company” and
“Capital Structure – History of preference share capital of our Company” on beginning page no. 65 of this
Prospectus, our Company has not issued any Equity Shares or preference shares at a price which may be
lower than the Issue Price during a period of one year preceding the date of this Prospectus.
4. No Equity Shares have been allotted pursuant to any scheme approved under Section 230-234 of the
Companies Act, 2013.
5. We have not re-valued our assets since inception and have not issued any equity shares (including bonus
shares) by capitalizing any revaluation reserves.
6. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for
our employees.
7. As on the date of this Prospectus, our Company does not have any preference share capital.
8. The Issue Price shall be determined by our Company in consultation with the Lead Manager.

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 9. Shareholding Pattern of our Company:
The table below presents the shareholding pattern of our Company as on the date of this Prospectus:
Number of Number of No. of

convertible securities (as a % of diluted

No of partly paid-up equity shares held

share capital (As a % of (A + B + C2) (XI

No of fully paid-up equity shares held

convertible securities (incl. Warrants)

Shares (calculated as per SCRR, 1957
No. of shares underlying Depository

Shareholding as a % of total No. of

No. of Equity shares held in Demat

Voting Rights Locked in shares

Shareholding as a % assuming full

No of underlying outstanding
Category of Shareholder (II) held in each Class shares (XII) Pledged or

(As a % of (A + B + C2) (VIII)

No. of Shareholders (III)

Total No of Shares held

of securities (IX) Otherwise

(VII = IV + V + VI)
Encumber

Receipts (VI)
Category (I)

ed (XIII)

Form (XIV)
=VII +X)
No of Tota No As a N As a

(IV)

(V)

(X)
voting l as (a) % of o % of
Right % of tota (a tota
(A+ l ) l
B+C) shar shar
es es
held held
(b) (b)
A Promoter
and
Promoter 1,48,50,00 82.50 1,48,50,
Group 5 1,48,50,000 -- -- 1,48,50,000 82.50% 0 % -- -- -- -- -- -- 000
B Public 6 31,50,000 -- -- 31,50,000 17.50% 31,50,000 17.50 -- -- -- -- -- -- 31,50,00
% 0
C Non- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
Promoter
Non-
Public
C1 Shares -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
Underlyin
g DRs
C2 Shares -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
held by
Employee
Trusts
Total 100.00 1,80,00,0
(A+B+C) 11 1,80,00,000 1,80,00,000 100.00% 1,80,00,000 % -- - 00
*As on the date of this Prospectus 1 Equity Share holds 1 Vote.

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10. The shareholding pattern of our Promoters and Promoter Group before and after the Issue is
set forth below:
Particulars Pre-Issue Post-Issue
Number of Percentage (%) Number of Percentage
Shares holding Shares (%) holding
Promoters (A)
Rajesh Shah 67,06,521 37.26 67,06,521 27.37
Divyam Shah 21,53,000 11.96 21,53,000 8.79
Total (A) 88,59,521 49.22 88,59,521 36.16
Promoter Group (B)
Krishna Shah 40,02,158 22.23 40,02,158 16.34
Yashvi Shah 7,88,321 4.38 7,88,321 3.22
Rajesh Shah (HUF) 12,00,000 6.67 12,00,000 4.90
Total (B) 59,90,479 33.28 59,90,479 24.45
Total (A+B) 1,48,50,000 82.50 1,48,50,000 60.61
11. Details regarding major shareholders:
(a) List of shareholders holding 1% or more of the paid-up capital of our company as on date of this
Prospectus:
Particulars Number of Shares Percentage (%) holding
Rajesh Shah 67,06,521 37.26
Divyam Shah 21,53,000 11.96
Krishna Shah 40,02,158 22.23
Yashvi Shah 7,88,321 4.38
Rajesh Shah (HUF) 12,00,000 6.67
Bhavesh Shah 4,12,500 2.29
Paresh Shah 4,12,500 2.29
Rakesh Shah 4,12,500 2.29
Vinesh Shah 4,12,500 2.29
Rinkal Gada 7,50,000 4.17
Suresh Gada 7,50,000 4.17
(b) List of shareholders holding 1% or more of the paid-up capital of our company as on date two (2)
years prior to the date of the Prospectus:
Particulars Number of Shares Percentage (%) holding
Rajesh Shah 50,59,000 32.11
Divyam Shah 21,53,000 13.67
Krishna Shah 35,03,000 22.23
Niranjana Shah 6,90,000 4.38
Rajesh Shah (HUF) 12,00,000 7.62
Bhavesh Shah 4,12,500 2.62
Paresh Shah 4,12,500 2.62
Rakesh Shah 4,12,500 2.62
Vinesh Shah 4,12,500 2.62
Rinkal Gada 7,50,000 4.76
Suresh Gada 7,50,000 4.76

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 (c) List of shareholders holding 1% or more of the paid-up capital of our company as on date one (1)
year prior to the date of the Prospectus:
Particulars Number of Shares Percentage (%) holding
Rajesh Shah 67,06,521 37.26
Divyam Shah 21,53,000 11.96
Krishna Shah 40,02,158 22.23
Yashvi Shah 7,88,321 4.38
Rajesh Shah (HUF) 12,00,000 6.67
Bhavesh Shah 4,12,500 2.29
Paresh Shah 4,12,500 2.29
Rakesh Shah 4,12,500 2.29
Vinesh Shah 4,12,500 2.29
Rinkal Gada 7,50,000 4.17
Suresh Gada 7,50,000 4.17
(d) List of shareholders holding 1% or more of the paid-up capital of our company as on date ten
(10) days prior to the date of the Prospectus:
Particulars Number of Shares Percentage (%) holding
Rajesh Shah 67,06,521 37.26
Divyam Shah 21,53,000 11.96
Krishna Shah 40,02,158 22.23
Yashvi Shah 7,88,321 4.38
Rajesh Shah (HUF) 12,00,000 6.67
Bhavesh Shah 4,12,500 2.29
Paresh Shah 4,12,500 2.29
Rakesh Shah 4,12,500 2.29
Vinesh Shah 4,12,500 2.29
Rinkal Gada 7,50,000 4.17
Suresh Gada 7,50,000 4.17
12. Our Company presently does not have any intention, proposal, negotiation or consideration to alter
its capital structure within a period of six (6) months from the date of Issue Opening Date, by way
of split/ consolidation of the denomination of Equity Shares or further issue of Equity Shares
(including issue of securities convertible into exchangeable, directly or indirectly, for our Equity
Shares) whether preferential or otherwise or issue of bonus or rights, except that if we acquire
companies / business or enter into joint venture(s) or for any regulatory compliance, we may
consider additional capital to fund such activities or to use Equity Shares as a currency for acquisition
or participation in such joint ventures.
13. Details of our Promoters’ Shareholding
As on the date of this Prospectus, our Promoters Rajesh Shah and Divyam Shah are holding 88,59,521
Equity Shares, constituting 49.22% of the pre- issued, subscribed and paid-up Equity Share capital of our
Company.
Build-up of our Promoters’ Shareholding in Our Company
1. Rajesh Shah

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 % of % of
Date of Nature of
Number Face Issue pre post
Allotment / Consideration Nature
of Equity Value Price issue issue
Acquisition / (Cash / Other Allotment
Shares (Rs) (Rs) share share
Sale than Cash)
capital capital
On - Subscription
4,000 10.00 10.00 Cash 0.02
Incorporation to MOA 0.02
September -
2,96,000 10.00 10.00 Cash Right Issue 1.64
16, 2014 1.21
August 06, -
15,00,000 10.00 10.00 Cash Right Issue 8.33
2018 6.12
- Conversion
from
August 16, Other than
24,54,000 10.00 10.00 Preference 13.63
2018 Cash
Share to
Equity Share 10.02
February 02, - Preferential
8,05,000 10.00 16.00 Cash 4.47
2019 Allotment 3.29
January 15, - Cash
16,47,521 10.00 16.00 Right Issue 9.15
2020 6.72
Total 67,06,521 - - - - 37.26 27.37
2. Divyam Shah
% Of % of
Date of Nature of
Number Face Issue pre post
Allotment / Consideration Nature
of Equity Value Price issue issue
Acquisition / (Cash / Other Allotment
Shares (Rs) (Rs) share share
Sale than Cash)
capital capital
On - Subscription
3,000 10.00 10.00 Cash 0.02
Incorporation to MOA 0.01
September -
1,97,000 10.00 10.00 Cash Right Issue 1.09
16, 2014 0.80
August 06, -
10,00,000 10.00 10.00 Cash Right Issue 5.56
2018 4.08
- Conversion
from
August 16, Other than
9,53,000 10.00 10.00 Preference 5.29
2018 Cash
Share to
Equity Share 3.89
Total 21,53,000 - - - - 11.96 8.79

14. All the Equity Shares held by our Promoters were fully paid. Further, none of the Equity Shares held
by our Promoters are subject to any pledge.
15. As on Date of filing Prospectus we have Eleven (11) shareholders
16. There has been no acquisition and sale/transfer of Equity Shares by our Promoters in last six (6)

Page 73 of 320
 months
17. No financing arrangements have been entered by the members of the Promoter Group, the Directors
or their relatives for the purchase by any other person of the securities of our Company other than
in the normal course of business of the financing entity during a period of six (6) months preceding
the date of filing of this Prospectus.
18. Details of Promoters’ Contribution and Lock-in for Three Years
Pursuant to the Regulation 236 and 238 of SEBI (ICDR) Regulations, 2018, an aggregate of at least
20% of the post Issue Equity Share capital of our Company held by our Promoters shall be locked-in
for a period of three years.. As on date of this Prospectus, our Promoters collectively hold 88,59,521
Equity Shares constituting 36.16 % of the Post Issued, Subscribed and Paid-up Equity Share Capital of
our Company, which are eligible for Promoters’ Contribution.
Our Promoters have granted consent to include such number of Equity Shares held by them as may
constitute of the post issue Equity Share capital of our Company as Promoters’ Contribution and have
agreed not to sell or transfer or pledge or otherwise dispose of in any manner, the Promoters’
Contribution from the date of filing of this Prospectus until the commencement of the lock-in period
specified above.
Details of the Equity Shares forming part of Promoters’ Contribution and their lock-in details are as
follows: -
Date of Nature of Number of Face Issue % of Pre- %of Post- Lock-in
Allotment/transfer/mad acquisition Equity Value per price per Issue Issue Period
e fully paid up Shares Equity Equity Equity Equity
Share Share Share Share
(in Rs) (in Rs) Capital Capital
Rajesh Shah
On incorporation Subscription 4,000 10.00 10.00 0.02 0.02 3
to MOA Years
10.00 10.00 3
September 16, 2014 Right Issue 2,96,000
1.64 1.21 Years
15,00,00 10.00 10.00 3
August 06, 2018 Right Issue
0 8.33 6.12 Years
Conversion 10.00 10.00 3
from 13.63 10.02 Years
24,54,00
August 16, 2018 Preference
0
Share to
Equity Share
Preferential 10.00 16.00 3
February 02, 2019 8,05,000
Allotment 4.47 3.29 Years
Total 50,59,00 28.11 20.65
0

The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of
Promoters’ Contribution under Regulation 237 of the SEBI (ICDR) Regulations, 2018. In this computation,
as per Regulation 237 of the SEBI (ICDR) Regulations, our Company confirms that the Equity Shares locked-
in do not, and shall not, consist of:

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(i) The Equity Shares acquired during the three (3) years preceding the date of this Prospectus for
consideration other than cash and revaluation of assets or capitalization of intangible assets, or bonus
shares issued out of revaluations reserves or unrealized profits or against equity shares which are
otherwise ineligible for computation of Promoter’s Contribution;
(ii) The Equity Shares acquired during the year preceding the date of this Prospectus, at a price lower
than the price at which the Equity Shares are being offered to the public in the Issue is not part of the
minimum promoter’s contribution;
The Equity Shares held by the Promoters that are subject to any pledge or any other form of
encumbrance
Specific written consent has been obtained from the Promoters for inclusion of 50,59,000 Equity
Shares for ensuring lock-in of three years to the extent of minimum 20.65 % of post issue Paid-up
Equity Share Capital from the date of allotment in the public Issue.
The minimum Promoters’ Contribution has been brought to the extent of not less than the specified
minimum lot and from the persons defined as Promoters under the SEBI (ICDR) Regulations. The
Promoters’ Contribution constituting 50,59,000 Equity Shares which is 20.65 % of the post issue
capital shall be locked-in for a period of three years from the date of Allotment of the Equity Shares
in the Issue.
As on the date of this Prospectus, some of the Equity Shares held by the Promoters and members of
the promoter Group are in dematerialised form. Equity Shares locked-in for one year other than
Minimum Promoters’ Contribution.
Pursuant to regulation 238(b) and 239 of the SEBI (ICDR) Regulations, other than the Equity Shares
held by our Promoters, which will be locked-in as minimum Promoters’ contribution for three (3)
years, all pre-Issue Equity Shares shall be subject to lock-in for a period of one year from the date of
Allotment in this Issue.
19. 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.
20. Pledge of Locked in Equity Shares
Pursuant to Regulation 242 of the SEBI (ICDR) Regulations, the locked-in Equity Shares held by our
Promoters can be pledged with any scheduled commercial bank or public financial institution or
systematically important non-banking finance company or a housing finance company as collateral
security for loans granted by them, provided that:
a) if the equity shares are locked-in in terms of clause (a) of regulation 238, the loan has been granted
to the 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
b) if the specified securities are locked-in in terms of clause (b) of regulation 238 and the pledge of
specified securities is one of the terms of sanction of the loan.
Provided that such 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 in these regulations has
expired.

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21. Transferability of Locked in Equity Shares
a) 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;
b) 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 Promoters 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.
c) 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.
22. Our Company, our Directors and the Lead Manager to this Issue have not entered into any buy-back
or similar arrangements with any person for purchase of our Equity Shares issued by our Company.
23. As on date of the Prospectus, there are no partly paid-up equity shares and all the Equity Shares of
our Company are fully paid up. Further, since the entire money in respect of the Issue is being called
on application, all the successful applicants shall be issued fully paid-up equity shares.
24. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme
for our employees, and we do not intend to allot any shares to our employees under Employee Stock
Option Scheme / Employee Stock Purchase Scheme from the proposed issue. As and when, options
are granted to our employees under the Employee Stock Option Scheme, our Company shall comply
with the SEBI Share Based Employee Benefits Regulations, 2014.
25. 5,00,000 Equity Shares are reserved for allocation to Eligible Employees (as defined) under the
Employee Reservation Portion, subject to valid Bids being received at the Offer Price (net of
Employee Discount, as applicable for the Employee Reservation Portion). Only Eligible Employees
shall be eligible to apply in this Offer under the Employee Reservation Portion. Bids by Eligible
Employees could also be made in the Net Issue and such Bids were not treated as multiple Bids.
Unless the Employee Reservation Portion is undersubscribed, the value of allocation to an Eligible
Employee shall not exceed ₹ 200,000. In the event of undersubscription in the Employee Reservation
Portion, the unsubscribed portion may be allocated, on a proportionate basis, to Eligible Employees
for value exceeding ₹ 200,000 up to ₹ 500,000.

26. Prior to this Initial Public Offer, our Company has not made any public issue or right issue to public
at large.
27. As on the date of filing of this Prospectus, there are no outstanding warrants, options or rights to
convert debentures, loans or other financial instruments into our Equity Shares.
28. As per RBI regulations, OCBs are not allowed to participate in this Issue.
29. Our Company has not raised any bridge loans.
30. None of our other Promoters or members of our Promoter Group will participate in the Issue.

Page 76 of 320
31. Our Company has not made any public issue since its incorporation.
32. As on the date of this Prospectus, the Lead Manager and their respective associates (determined as
per the definition of ‘associate Company’ under Section 2(6) of the Companies Act, 2013) do not hold
any Equity Shares in our Company.
Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter
Group between the date of filing this Prospectus and Issue Closing Date shall be reported to the Stock
Exchange within twenty-four hours of such transaction.

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 SECTION - IV – PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
The Issue comprises of fresh issue of 65,00,000 Equity Shares by our Company aggregating Rs 4,515
Lakhs (“Issue”). Our Company in consultation with the Lead Manager, have offered a discount of ₹ 7.00
per Equity Share to Eligible Employees.
Our Company proposes to utilize the Net Proceeds from the Issue towards the following objects:
1. Meeting incremental working capital requirements
2. Repayment of unsecured loan availed by our company
3. General corporate purposes
(Collectively referred to as “Objects”)
In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock
Exchange, enhancement of our Company’s brand name and creation of a public market for our Equity
Shares in India.
The main objects clause and the objects ancillary to the main objects clause as set out in the Memorandum
of Association enables our Company to undertake its existing activities and the activities for which funds
are being raised by our Company through the Issue.
NET PROCEEDS
The details of the proceeds of the Issue are summarized in the table below:
(₹. In lakhs)
Particulars Estimated Amount
Gross Proceeds from the Issue* 4,515.00
Less: Issue related expenses* 248.19
Net proceeds of the Issue* 4,266.81
REQUIREMENT OF FUNDS AND UTILIZATION OF NET PROCEEDS
(₹. In lakhs)
Particulars Estimated Amount
Meeting incremental working capital requirements* 2233.70
Repayment and/or pre-payment of unsecured loan * 904.36
General corporate purposes*# 1128.75
*to be updated in the prospectus prior to filing with RoC
#the amount utilized for general corporate purpose shall not exceed 25% of the gross proceeds of the
issue
We may have to revise our expenditure and fund requirements as a result of variations in cost estimates
on account of variety of factors such as changes in our financial condition, business or strategy as well as
external factors which may not be in our control and may entail rescheduling and revising the planned
expenditure and funding requirement and increasing or decreasing the expenditure for a particular
purpose from the planned expenditure at the discretion of our management. In case of any surplus after
utilization of the Net Proceeds for the stated objects, we may use such surplus towards general corporate

Page 78 of 320
purposes. To the extent our Company is unable to utilize any portion of the Net Proceeds towards the
aforementioned objects of the Issue, as per the estimated schedule of deployment specified above, our
Company shall deploy the Net Proceeds in subsequent financial years towards the aforementioned
objects.
In case of variations in the actual utilization of funds earmarked for the purposes set forth above,
increased fund requirements for a particular purpose may be financed by surplus funds, if any, available
in respect of the other purposes for which funds are being raised in this Issue. If surplus funds are
unavailable, the required financing will be done through internal accruals through cash flows from our
operations and debt. In case of a shortfall in raising requisite capital from the Net Proceeds towards
meeting the objects of the Issue, we may explore a range of options including utilizing our internal accruals
and seeking additional debt from existing and future lenders. We believe that such alternate
arrangements would be available to fund any such shortfalls.
The above estimates are based on current conditions and are subject to revisions in light of changes in
external circumstances or costs, or our financial condition, business or strategy. For further details of
factors that may affect these estimates, see section titled “Risk Factors” on beginning on page no. 24 of
this Prospectus.
SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF NET PROCEEDS
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated
schedule of implementation and deployment of funds set forth in the table below:
(₹. In lakhs)
Particulars Amount to be Amount Amount to be Amount to be
funded from already deployed in FY deployed in FY
Issue Proceeds deployed 2021-22 2022-23
Meeting incremental 2233.70 0.00 2233.70 0.00
working capital
requirements
Repayment and/or pre- 904.36 0.00 904.36 0.00
payment of unsecured
loan
General corporate 1128.75 0.00 1000.00 128.75
purposes*
*The amount utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds of the
Issue
As indicated above, our Company proposes to deploy the entire Net Proceeds towards the objects as
described in the Financial Year 2021-22 & 2022-23. In the event that the estimated utilization of the Net
Proceeds in financial year 2023 is not completely met, the same shall be utilized, in part or full, in the next
financial year or a subsequent period towards the Objects.
MEANS OF FINANCE
The fund requirements mentioned above are based on internal management estimates of our Company
and have not been verified by the lead manager or appraised by any bank or financial institution or any
other external agency. Given the dynamic nature of our business and our Company, we may have to revise
the estimates from time to time on account of various factors beyond our control, such as market
conditions, competitive environment and interest rate fluctuations. Consequently, the fund requirements

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of our Company are subject to revisions in the future at the discretion of the management. In addition,
the estimated dates of completion of various plans as described herein are based on management’s
current expectations and are subject to change due to various factors, some of which may not be in our
control.
We confirm that there is no requirement to make firm arrangements of finance under Regulation
230(1)(e) of the SEBI ICDR Regulations 2018 and Clause 9(C) of Part A of Schedule VI of the SEBI ICDR
Regulations 2018 through verifiable means towards at least 75% of the stated means of finance, excluding
the amounts to be raised through the issue.
DETAILS OF THE OBJECTS OF THE ISSUE
1. Meeting incremental working capital requirements
We fund the majority of our working capital requirements in the ordinary course of our business from
our internal accruals, financing from banks and unsecured loans from body corporates, Directors &
shareholders. As on March 31, 2019, March 31, 2020 and March 31, 2021, the amount outstanding on
our Company’s fund based working capital facilities was ₹ 1646.09 Lakhs, ₹ 2266.89 Lakhs and ₹
1780.83 Lakhs respectively as per Restated Financial Statements and the amount outstanding on our
Company’s non-fund based working capital facility was ₹ 351.33 Lakhs, ₹ 1027.61 Lakhs and ₹ 2140.24
Lakhs respectively. As on June 30, 2021, our outstanding working capital facilities comprised fund-
based limit of ₹ 1944.15 Lakhs and non- fund facilities of ₹ 2314.19 Lakhs. For further details, please
refer to the chapter titled “Financial Indebtedness” beginning on page no. 199 of the Prospectus.
Basis of estimation of working capital requirement, the details of Company’s working capital as at June
30, 2021, March 31, 2021, March 31, 2020 and March 31, 2019 and the source of funding, on the basis
of Restated Financial Information of our Company as at June 30, 2021, March 31, 2021, March 31, 2020
and March 31, 2019 are provided in the table below:
(₹. In lakhs)
Sr Particulars Amount as on FY 2021 FY 2020 FY 2019
No June 30, 2021 (Audited) (Audited) (Audited)
I Current assets
Inventories 8,972.32 8,232.77 7,954.80 5,093.07
Trade receivables 2,333.15 2,401.58 1,609.15 1,694.53
Other current assets* 703.05 675.79 717.46 559.60
Total Current Assets (A) 12,008.52 11,310.15 10,281.41 7,347.20
II Current liabilities
Trade payables 4,596.14 4,842.32 4,315.26 2,430.00
Other liabilities 1,062.80 970.51 850.79 620.63
Total current liabilities (B) 5,658.94 5,812.83 5,166.05 3,050.63
III Net working capital (A – B) 6,349.58 5,497.32 5,115.36 4,296.58
Sources of funds
Internal accruals 1,733.64 1,722.15 959.61 635.67
Borrowings 4,615.94 3,775.17 4,155.75 3660.91
* Other current assets exclude Cash and Cash Equivalents
For further details, please refer to “Restated Financial Information” beginning on page no. 149,
respectively.

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 On the basis of existing and estimated working capital requirement of our Company and assumptions
for such working capital requirements, for Financial Year 2022 and 2023 and the proposed funding of
such working capital requirements as set forth below:
(₹. In lakhs)
Sr No Particulars FY 2022 FY 2023
(Estimated) (Estimated)
I Current assets
Inventories 8900.00 9275.00
Trade receivables 3190.00 3429.00
Other current assets* 781.00 819.00
Total Current Assets (A) 12871.00 13523.00
II Current liabilities
Trade payables 5987.70 5482.80
Other liabilities 861.01 840.50
Total current liabilities (B) 6848.71 6323.30

III Net working capital requirements (A – B) 6022.29 7199.70

Sources of funds
Internal accruals 1938.59 5349.70
Borrowings 1850.00 1850.00
Issue proceeds 2233.70 0.00 ]
* Other current assets exclude Cash and Cash Equivalents
Our Company proposes to utilize ₹ 2233.70 from the Net Proceeds towards funding our working capital
requirements. In addition to the Net Proceeds, our Company expects that the funding pattern for working
capital requirements for Fiscals 2022 and 2023 will comprise of working capital facilities and internal
accruals.
The table below contains the details of the holding levels (in number of days or relevant matrix as
applicable) considered and is derived from the Restated Financial Information for Fiscal 2019, Fiscal 2020
and Fiscal 2021 and for the three months ended June 30, 2021, the projections for Fiscal 2022 and Fiscal
2023 and the assumptions based on which the working plan projections has been made and approved by
our Board of Directors:
Assumptions for our estimated working:

Particulars FY 2023 FY 2022 June 30, FY 2021 FY 2020 FY 2019

(Estimated) (Estimated) 2021 (Audited) (Audited) (Audited)
Trade 60.00 67.00 67.54 61.62 41.25 57.26
receivables
Inventories 230.00 266.00 289.16 299.39 291.36 242.48
Trade 136.00 180.00 148.13 176.10 158.06 115.69
payables
Key justifications for holding levels
Key assumptions for working capital projections made by our Company:

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 S. No. Particulars Assumptions
Current Assets
1. Trade receivables The Trade period is marginally higher considering the effect of
COVID-19 pandemic. The Company would optimize the trade
receivable days going forward and is estimated to be around 60
days in FY 2023 as against 67 days in FY 2022.
2. Inventories Company is in growing phase and are exploring new markets for
business expansion for fast delivery and timely execution of orders
company has to maintain stock. This is also based on the fact that
the Company has to reply on imported raw materials.
Current Liabilities
1. Trade payables The Company enjoys the buyers credit facility for its import
payables. The company will rationalize its trade payable period to
maximize its return on capital.
2. Repayment of unsecured loan availed by our company
As on June 30, 2021, our Company had total outstanding unsecured borrowings 1004.36 lakhs, which
are proposed to be repaid/prepaid from the issue proceeds, amounting to ₹ 904.36 Lakhs. of the said
borrowings, , including unsecured borrowings of ₹ 500.00 Lakhs availed by our Company from M/s.
Divya Ply Agency Private Limited (one of our group companies). We believe that such repayment/ pre-
payment will help reduce our outstanding indebtedness. We believe that reducing our indebtedness
will result in enhanced equity base, reduce our financial costs, improve our profitability and improve
our leverage capacity.
The following table sets forth details of certain unsecured borrowings proposed to be repaid:
(₹. In lakhs)
Name of the lender Type of loan Amount Interest Purpose of loan Amount to
outstanding (% p.a.) availed be repaid
as on June from issue
30, 2021 proceeds
HDK International Unsecured 100.00 9% Working Capital 100.00
Private Limited(i)
Zodiac Developers Unsecured 104.36 9% Working Capital 104.36
Private Limited(ii)
Divya Ply Agency Unsecured 500.00 15% Working Capital 400.00
(iii)
Private Limited
Millennium Investment Unsecured 300.00 9% Working Capital 300.00
and Financial Services
Private Limited(iv)
Total 1004.36 904.36
• (i)Various dates starting Year 2020-21
• (ii) Various dates starting Year 2018-19, 2019-20 and 2020-21
• (iii) Various dates starting Year 2018-19, 2019-20 and 2020-21
• (iv) Various dates starting (i) Year 2018-19, 2019-20 and 2020-21
• Repayment is based on available cash flow and as agreed mutually.

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Notes:
1) as certified by M/s. Jogin Raval and Associates , Chartered Accounts vide their certificate dated
November 22, 2021 having UDIN No. 21122197AAAAFL7754

3. General corporate purposes

In terms of the SEBI ICDR Regulations, the extent of the Net Proceeds proposed to be used for general
corporate purposes is estimated not to exceed 25.00% of the gross proceeds of the issue.
Our management will have flexibility in applying Rs 1128.75 lakhs from the Net Proceeds towards
general corporate purposes, including but not restricted to financing working capital requirements,
capital expenditure, acquiring business premises, meeting exigencies, repaying long term loans etc. or
any other purpose as may be approved by our Board, subject to compliance with the necessary
provisions of the Companies Act.
Our management in accordance with the policies of the Board, will have flexibility in utilizing any
amounts for general corporate purposes under the overall guidance and policies of our Board. The
quantum of utilization of funds towards any of the purposes will be determined by the Board, based
on the amount actually available under this head and the business requirements of our Company from
time to time.
ESTIMATED ISSUE RELATED EXPENSES
The details of the estimated issue related expenses are as below:
Particulars Estimated As a % of total As a % of
expenses (₹. estimated issue the total
In lakhs) related expenses Issue size
Lead manager fees including underwriting
commission 11.00 4.43 0.24
Brokerage, selling, commission and upload
fees 120.00 48.35 2.66
Registrar to the issue
0.50 0.20 0.01
Legal and other advisory services
5.00 2.01 0.11
Advertising and marketing expenses
80.00 32.23 1.77
Regulators including stock exchange
3.50 1.41 0.08
Printing and distribution of issue stationery
3.19 1.29 0.07
Others, if any (market making, depositories,
marketing fees, secretarial, peer reviewed
auditors etc.) 25.00 10.07 0.55
Total estimated issue related expenses 5.50
248.19
100.00
Notes:

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 1. The fund deployed out of internal accruals as on November 22, 2021 is Rs. 4.25 lakhs towards issue
expenses vide certificate dated November 22, 2021 having UDIN 21122197AAAAFI1770 received
from Jogin Raval & Associates, Chartered Accountants and the same will be recouped out of issue
expenses
2. Structure for commission and brokerage payment to the SCSBs Syndicate, RTAs, CDPs and SCSBs
ASBA applications procured directly from the applicant and Rs 10.00 per application on
Bided (excluding applications made using the UPI wherein shares are allotted
Mechanism, and in case the Issue is made as per Phase I of
UPI Circular)
Syndicate ASBA application procured directly and bided by Rs 10.00 per application on
the Syndicate members (for the forms directly procured by wherein shares are allotted
them)
Processing fees / uploading fees on Syndicate ASBA Rs 10.00 per application on
application for SCSBs Bank wherein shares are allotted
Sponsor Bank shall be payable processing fees on UPI Rs 10.00 per application on
application processed by them wherein shares are allotted
3. No additional uploading / processing charges shall be payable to the SCSBs on the applications
directly procured by them
4. The commissions and processing fees shall be payable within 30 Working days post the date of
receipt of final invoices of the respective intermediaries
5. Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
INTERIM USE OF NET PROCEEDS
Pending utilization for the purposes described above, we undertake to temporarily invest the funds from
the Net Proceeds only with the scheduled commercial banks for the necessary duration. Such deposits
will be approved by our Board from time to time. Our Company confirms that, pending utilization of the
Net Proceeds for the purposes described above, it shall not use the funds for any investment in any other
equity or equity linked securities
BRIDGE FINANCING FACILITIES
Our Company has not raised any bridge loans which are required to be repaid from the Net Proceeds
APPRAISAL REPORT
None of the Objects of the Issue for which the Net Proceeds will be utilized has been appraised by any
agency
MONITORING UTILIZATION OF FUNDS
Since our issue size, does not exceed one hundred crore rupees, we are not required to appoint
monitoring agency for monitoring the utilization of Net Proceeds in accordance with Regulation 262(1) of
SEBI ICDR Regulations
Our Audit Committee shall monitor the utilization of the proceeds of the Issue. We will disclose the
utilization of the Net Proceeds, including interim use, under a separate head specifying the purpose for
which such proceeds have been utilized along with details, if any in relation to all such proceeds of the
Issue that have not been utilized thereby also indicating investments, if any, of such unutilized proceeds

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of the Issue in our balance sheet for the relevant financial years subsequent to receipt of listing and trading
approvals from the Stock Exchange.
Pursuant to Regulation 32(5) of the SEBI Listing Regulations, our Company shall disclose to the Audit
Committee the uses and application of the Net Proceeds. The Audit Committee shall make
recommendations to our Board for further action, if appropriate. Our Company shall, on an annual basis,
prepare a statement of funds utilized for purposes other than those stated in this Prospectus and place it
before the Audit Committee. Such disclosure shall be made only till such time that all the Net Proceeds
have been utilized in full. The statement shall be certified in accordance with Regulations 32(5) of the SEBI
Listing Regulations. Furthermore, in accordance with the SEBI Listing Regulations, our Company shall
furnish to the Stock Exchanges on a quarterly basis, a statement including deviations, if any, in the
utilization of the Net Proceeds of the Issue from the objects of the Issue as stated above and details of
category wise variation in the actual utilization of the Net Proceeds of the Issue from the objects of the
Issue as stated above. The information will also be published in newspapers simultaneously with the
submission of such information to the Stock Exchanges, after placing the same before the Audit
Committee. We will disclose the utilization of the Net Proceeds under a separate head along with details
in our balance sheet(s) until such time as the Net Proceeds remain unutilized clearly specifying the
purpose for which such Net Proceeds have been utilized
VARIATION IN OBJECTS
In accordance with Sections 13(8) and 27 of the Companies Act 2013 and the SEBI ICDR Regulations, our
Company shall not vary the Objects of the Fresh Issue unless our Company is authorized to do so by way
of a special resolution of its Shareholders. In addition, the notice issued to the Shareholders in relation to
the passing of such special resolution shall specify the prescribed details and be published in accordance
with the Companies Act 2013. Pursuant to the Companies Act 2013, the Promoters or controlling
Shareholders will be required to provide an exit opportunity to the Shareholders who do not agree to such
proposal to vary the objects, subject to the provisions of the Companies Act 2013 and in accordance with
such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with the
Companies Act 2013 and provisions of the SEBI ICDR Regulations.
OTHER CONFIRMATION
Except for the repayment of unsecured borrowings to be made to our group company Divya Ply Agency
Private Limited, there are no material existing or anticipated transactions in relation to the utilization of
the Net Proceeds with our Promoters, members of the Promoter Group, Directors, Group Companies or
Key Managerial Personnel. Our Company has not entered into and is not planning to enter into any
arrangement / agreements with our Promoters, Directors, Key Managerial Personnel or our Group
Companies in relation to the utilization of the Net Proceeds.

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 BASIS FOR ISSUE PRICE
The Issue Price of Rs 70.00 per equity share is determined by our Company, in consultation with the Lead
Manager on the basis of the following qualitative and quantitative factors. The face value of the Equity
Share is ₹ 10 per Equity Share and Issue Price is ₹ 70.00 per equity share. The Issue Price is 7.00 times the
face value and 6.3 times the face value in case of Employees Reservation.
Investors should refer sections / chapter titled “Risk Factors”, “Business Overview”, “Financial Statements”
and “Management Discussion and Analysis of Financial Condition and Results of Operations” beginning on
beginning page no. 24, 97, 149 and 193 respectively of this Prospectus to get an informed view before
making an investment decision. The trading price of the Equity shares of our Company could decline due
to risk factors and you may lose all or part of your investments.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for the Issue Price are:
• Brand Image
• Collaborative and experienced work force
• Diversified client base with long standing relationship and ability to cross-sell value added
products
• Extensive distribution network supported by advanced information technology capabilities with
79 distributors and presence in various countries like USA, Uganda, Columbo, New York, Brazil,
Kenya, Nepal, Oman, Egypt.
• Consistent financial performance
• Commitment of Euramax to work with our Company as the only ACP producer – partner in India.
For further details regarding some of the qualitative factors, which form the basis for computing the Issue
Price, please see chapter titled “Business Overview” beginning on page no. 97 of this Prospectus.
Quantitative Factors
The information presented in this section for the financial year ended June 30, 2021 is derived from our
Restated Consolidated Financial Statements. For more details on financial information, investors please
refer the section titled “Restated Financial Statements” beginning on page no. 149 of this Prospectus.
Investors should evaluate our Company taking into consideration its niche business segment and other
qualitative factors in addition to the quantitative factors. Some of the quantitative factors which may form
the basis for computing the price are as follows:
1. Basic and Diluted Earnings per Share (EPS)
Year / Period ended Basis and Diluted EPS Weights
March 31, 2019 3.56 1.00
March 31, 2020 2.44 2.00
March 31, 2021 2.06 3.00
Weightage Average 2.44
Three-month period ended June 30, 2021* 1.04
* Not annualized
Note:

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 1) Basic and diluted earnings per share calculations are in accordance with Indian GAAP and
Accounting Standard as applicable
2) Basic and Diluted EPS = Net Profit (Loss) after tax as restated attributable to Equity Shareholders
/ weighted average no. of equity shares outstanding during the year/period as per Restated
Financial Statement
3) Weighted Average EPS = Aggregate of Year wise weighted EPS divided by the Aggregate weights
i.e [(EPS *Weights) for each year / Total Weights]
4) The above statement should be read with significant accounting policies and notes on Restated
Financial Information as appearing in the Restated Financial Statements.
2. Price to Earnings (P/E) ratio in relation to Issue Price ₹. 70.00 per Equity Share
Particulars P/E ratio
P/E ratio based on Basic EPS as per the Restated Financial Statements for the 33.98
year ended March 31, 2021
P/E ratio based on Diluted EPS as per the Restated Financial Statements for the 33.98
year ended March 31, 2021
Industry*
Lowest NA
Highest NA
Average NA
*We believe there are no listed peer group comparable companies in India which are engaged in similar
line of business of manufacturing of Aluminum Composite Panels. Further, there are no listed entities which
are focused exclusively on the segment in which we operate.
3. Return on Net worth (RoNW)
Return on Net Worth (RoNW) as per restated financial statements are as follows:
Financial Year / Period ended RONW (%) Weights
March 31, 2021 18.09 3.00
March 31, 2020 13.53 2.00
March 31, 2019 11.21 1.00
Weighted Average 15.42
June 30, 2021* 5.38
* Not annualized
Note: Return on Net worth has been calculated as per the following formula:
1) Return on Net Worth (%) = Net Profit after tax attributable to owners of the Company, as restated
/ Net worth as restated as at year / period end.
“Net Worth” means the aggregate value of the paid-up share capital of our Company and all
reserves created out of profits and securities premium account, as per the restated statement of
assets and liabilities of our Company in the Restated Financial Information.
2) Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights
i.e. (RoNW x Weight) for each year / Total of weights

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4. Net Asset Value
Net Asset Value per Equity Share Rs per share
As on June 30, 2021 19.38
As of March 31, 2021 18.34
After the Issue 31.90
Issue Price 70.00
Note: Net Asset Value per Equity Share has been calculated as net worth divided by number of equity
shares at the end of the year / period
“Net Worth” means the aggregate value of the paid-up share capital of our Company and all reserves
created out of profits and securities premium account, as per the restated statement of assets and
liabilities of our Company in the Restated Financial Information.
5. Comparison with listed industry peers
Our Company is engaged in the business of manufacturing of Composite Aluminum Panels. We believe
none of the listed companies in India are engaged in the portfolio of business similar to ours.
The Issue Price of ₹ 70.00 per equity share has been determined by the Company in consultation with the
lead manager on the basis of an assessment of market demand for the equity shares through the fixed
price issue process and on the basis of qualitative and quantitative factors.
Prospective investors should read the above-mentioned information along with “Risk Factors”, “Business
Overview”, “Management’s Discussion and Analysis of Financial Position and Results of Operations” and
“Restated Financial Statements” beginning on page no. 24, 97, 193 and 149, respectively, to have a more
informed view. The trading price of the equity shares could decline due to the factors mentioned in the
“Risk Factors” and you may lose all or part of your investments.

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 STATEMENT OF TAX BENEFITS
To,
The Board of Directors
Euro Panel Products Limited
702, 7th Floor, Aravalli Business Centre,
Ramdas Sutrale Road, Borivali (West),
Mumbai 400092, Maharashtra, India.
Dear Sir,
Sub: Statement of possible Special Tax Benefits (“the Statement”) available to Euro Panel Products
Limited (‘the Company”) and its Shareholders prepared in accordance with the requirements of the
Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations 2018, as
amended (“the Regulations”).
We report that the enclosed statement in the Annexure I, states the possible special tax benefits under
direct and indirect tax laws presently in force in India, available to the Company and its shareholders.
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the Act. Hence, the ability of the Company or its shareholders to derive the special tax
benefits is dependent upon fulfilling such conditions which, based on business imperatives which the
Company may face in the future, the Company may or may not choose to fulfil.
The benefits discussed in the enclosed Annexure I are not exhaustive. This statement is only intended to
provide general information to the investors and is neither designed nor intended to be a substitute for
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the Offer. Neither are we suggesting nor advising the investor to invest
in the Offer based on this statement. Our views are based on the existing provisions of the Act and its
interpretations, which are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions. Any such change, which could also be retroactive, could have an effect
on the validity of our views stated herein. We assume no obligation to update this statement on any
events subsequent to its issue, which may have a material effect on the discussions herein.
We do not express any opinion or provide any assurance as to whether:
• the Company or its shareholders will continue to obtain these benefits in future; or
• the conditions prescribed for availing the benefits have been/would be met.
• the revenue authorities will concur with the views expressed herein.
The contents of this annexure are based on information, explanations and representations obtained from
the Company and on the basis of our understanding of the business activities and operations of the
Company and the provisions of the tax laws. We hereby give consent to include this statement of special
tax benefits in the draft prospectus and prospectus and in any other material used in connection with the
Offer (together, the “Offer Documents”).
This certificate is issued for the sole purpose of the Offer, and can be used, in full or part, for inclusion in
the Offer Documents, and for the submission of this certificate as may be necessary, to any regulatory /
statutory/ judicial authority, stock exchanges, any other authority as may be required and/or for the
records to be maintained by the Lead Manager in connection with the Offer and in accordance with
applicable law, and for the purpose of any Defense the Lead Manager may wish to advance in any claim
or proceeding in connection with the contents of the Offer Documents.

Page 89 of 320
This certificate may be relied on by the Lead Manager, their affiliates and legal counsel in relation to the
Offer.
We shall not be liable to Company for any claims, liabilities or expenses relating to this assignment except
to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily
from bad faith of intentional misconduct.
The enclosed annexure is intended for your information and for inclusion in the Draft Prospectus and
Prospectus or any other issue related material in connection with the proposed Fresh Issue of Equity
shares and is not to be used, referred to or distributed for any other purpose without our written consent.
For Jogin Raval & Associates
Chartered Accountants

CA Jogin Raval
Proprietor
M. No.: 122197
FRN No.: 128586W

Place: Mumbai
Date: October 13, 2021
UDIN: 21122197AAAAEP2822

Page 90 of 320
ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND
ITS SHAREHOLDERS
Outlined below are the possible special tax benefits available to the Company and its shareholders under
under the Income-tax Act, 1961 (the “Act”) as amended by the Finance Act, 2020 applicable for the
Financial Year 2020-21 relevant to the Assessment Year 2021-22, presently in force in India.
A. SPECIAL TAX BENEFITS TO THE COMPANY UNDER THE INCOME TAX ACT, 1961 (THE “ACT”)
The Company is not entitled to any special tax benefits under the Act.
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961 (THE “ACT”)
The Shareholders of the Company are not entitled to any special tax benefits under the Act.
Note:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name
holder where the shares are held by joint holders.
2. No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
Our views are based on the existing provisions of law and its interpretation, which are subject to changes
from time to time. We undertake to update you in writing of any changes in the abovementioned position
until the date the Equity Shares issued pursuant to the Offer commence trading on the stock exchanges.
In the absence of any communication from us till the Equity Shares commence trading on the stock
exchanges; you may assume that there is no change in respect of the matters covered in this certificate.

For Jogin Raval & Associates

Chartered Accountants

CA Jogin Raval
Proprietor
M. No.: 122197
FRN No.: 128586W

Place: Mumbai
Date: October 13, 2021
UDIN: 21122197AAAAEP2822

Page 91 of 320
 SECTION V – ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information in this section includes extracts from publicly available information, data and statistics
and has been derived from the from various government publications and industry sources. Neither we,
the Lead Manager or any of our or their respective affiliates or advisors nor any other person connected
with Issue have verified this information. The data may have been re-classified by us for the purposes of
presentation. The information may not be consistent with other information compiled by third parties
within or outside India. Industry sources and publications generally state that the information contained
therein has been obtained from sources it believes to be reliable, but their accuracy, completeness and
underlying assumptions are not guaranteed, and their reliability cannot be assured. Industry and
government publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry and government sources and publications may also base
their information on estimates, forecasts and assumptions which may prove to be incorrect.
Before deciding to invest in the Equity Shares, prospective investors should read this entire Prospectus,
including the information in the sections "Risk Factors" and "Financial Statements" beginning on page no.
24 and 149 of this Prospectus, respectively. An investment in the Equity Shares involves a high degree of
risk. For a discussion of certain risks in connection with an investment in the Equity Shares, please see the
section “Risk Factors” beginning on page no. 24 of this Prospectus. Accordingly, investment decisions
should not be based on such information.
INDUSTRY
INTRODUCTION
Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling
India’s overall development and enjoys intense focus from Government for initiating policies that would
ensure time-bound creation of world class infrastructure in the country. Infrastructure sector includes
power, bridges, dams, roads, and urban infrastructure development.
MARKET SIZE
According to the Department for Promotion of Industry and Internal Trade (DPIIT), FDIs in the construction
development sector (townships, housing, built up infrastructure and construction development projects)
and construction (infrastructure) activities stood at US$ 26.08 billion and US$ 24.72 billion, respectively,
between April 2000 and March 2021. In FY21, infrastructure activities accounted for 13% share of the
total FDI inflows of US$ 81.72 billion.
The market is segmented by Top Coatings (PE, PVDF, and Other Top Coatings), Application (Interior
Decoration, Hoarding, Insulation, Cladding, Railway Carrier, Column Cover & Beam Wrap, and Other
Applications), End-user Industry (Building and Construction, Transportation, and Other End-user
Industries), and Geography (Asia-Pacific, North America, Europe, South America, and Middle-East and
Africa).
The Aluminum Composite Panel (ACP) market is expected to register a CAGR of over 6% during the
forecast period. Aluminum Composite Panel (ACP) is a flat panel crafted out of two aluminum alloy sheets
bonded with a non-aluminum core, in order to form a composite. It is used as cladding or facade material
of buildings, insulation, and signage. In addition, ACPs have many applications associated with body
paneling, in the automotive industry.
• Increasing demand for PVDF-based aluminum composite panels is expected to drive the demand for
the market, during the forecast period.

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• Availability of cheaper alternatives is likely to hinder the market growth.
• Large-scale investments on hotels in ASEAN countries are projected to act as an opportunity for the
market, in the future.
KEY MARKET TRENDS
• ACPs are lightweight and have an impressive strength to weight ratio. They provide improved rigidity
and durability, weather and UV resistance, superior thermal and sound insulations, and resistivity to
harsh conditions, such as acids, alkali salts, and pollution.
• Owing to the aforementioned factors, they find widespread applications in interior decorations,
claddings, building exterior wall insulations and coverings, and exterior and interior components of
transportation vehicles, such as ships, trucks, and passenger cars, among others.
• The construction industry has been witnessing rapid growth since the past few years, mainly on
account of the large investments and demand for infrastructure in the emerging economies, such as
China, India, Brazil, and Russia, among others.
• Increased construction industry urbanization and development has led, especially in the Asia-Pacific
and South America, to an increase in the demand for aluminum composite panels.
• In addition, high surface corrosion resistance and significant applications are expected to drive market
growth in kitchens, bathrooms, walls, ceilings.
• Currently, the construction industry is majorly witnessing strong growth in the Asia-Pacific and Middle
East & African regions.
o In the Asia-Pacific region, India is anticipated to remain the fastest growing G20 economy. The
Indian government announced a target of USD 376.5 billion investment in infrastructure over a
period of three years, including USD 120.5 billion for developing 27 industrial clusters, and USD
75.3 billion for road, railway, and port connectivity projects.
o In the Middle East, Qatar is expected to be among the fastest-growing construction markets,
globally, till 2022. Qatar’s construction market, with a projected growth of 12.1%, between 2017
and 2021, is expected to benefit from the investment in the preparations of the FIFA World Cup
2022, which is being hosted by Qatar. This is anticipated to further influence the growth in sales
and applications of ACP in the construction sector, in that particular region.
All the aforementioned factors, in turn, are expected to increase the demand for the ACPs during the
forecast period.
Asia-Pacific Region to Dominate the Market
• The Asia-Pacific region dominated the global market share. Factors, such as growing construction
activities and preference for low maintenance building products, are favoring the market growth.
• Large-scale investments on hotels, by tourism departments of ASEAN countries, provide lucrative
opportunities for the growth of the market, owing to their use in interior decoration purposes for
aesthetic appeal.
• India is the fastest-growing construction market in the Asia-Pacific region. The construction sector in
India has been growing rapidly, with increased investment by the government. The Indian
government's ‘Housing for All by 2022’ is also a major game-changer for the industry.

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• The country is likely to witness an investment of around USD 1.3 trillion in housing over the next seven
years, where the country is likely to witness the construction of 60 million new homes. The availability
of affordable housing is expected to rise around 70%, by 2024, in India.
• The increasing investments in the residential and commercial sectors, along with strategic initiatives
by the Indian government, are expected to boost the construction sector in the country, which, in
turn, is anticipated to drive the aluminum composite panel (ACP) market in India.
• Moreover, the growing interest of the companies, in exploring the rural markets in the region, has
further aided the growth of the sector. The Government of India encourages foreign investment in
the automobile sector and allows 100% FDI under the automatic route.
• Hence, with the rapid growth expected in the construction and automotive industries, demand for
aluminum composite panels (ACP) in the region is expected to rapidly increase over the forecast
period.
GROWTH DRIVERS
Increasing Demand for Strong and Lightweight Materials in Construction and Transportation:
In order to reduce structural weight, sandwich panels are used mainly when designing and constructing
transport systems such as aircraft, Satellite, missiles and high speed trains. For the manufacturing of
sandwich panels, aluminum composites are used, which in turn boost market growth over the forecast
period. In addition, technical developments in the ACP sheets and panels production process are
projected to have a huge impact on the overall market. Because of the eco-friendly characteristics of such
products, increasing popularity of green buildings is also expected to fuel product needs. The
incorporation of ACPs, is governed by various regulations and safety standards, such as LEED and British
Safety Standards is favorable for Aluminium composite market. ACPs also offer high tensile strength and
reduce the total weight of the frame, which makes it one of the ideal materials for modern construction
industries.
CHALLENGES – ALUMINIUM COMPOSITE PANEL MARKET
• The costs and time involved in repairing aluminum panel, for producers could be a major challenge.
However, such causes are avoided by new technologies as pre-made adhesive film and extrusion
lamination, and the associated costs are fairly high and are thus a challenge.
• High price of raw materials: In terms of volatile availability and prices of core materials such as
polyethylene core, aluminum metal and other coating materials, the growth of the aluminum
composite panel market is limited. Compared to other construction materials, the raw materials of
aluminum composite panels are also expensive and manufacturing costs are also high. Fluctuating
crude oil prices and fluctuations in foreign currencies have led to increased cost of raw materials. The
initial capital investment required is high to develop facilities for production smelting, refining and
metal recovery. The bauxite-to-aluminum smelters are costly. The aluminum industry is power-
intensive and consumes between 13,000-15,000 power units per ton, according to Metal World.
ROAD AHEAD
The infrastructure sector has become the biggest focus area for the Government of India. India plans to
spend US$ 1.4 trillion on infrastructure during 2019-23 to have a sustainable development of the country.
The Government has suggested investment of ₹. 5,000,000 crore (US$ 750 billion) for railways
infrastructure from 2018-30.

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India and Japan have joined hands for infrastructure development in India's Northeast states and are also
setting up an India-Japan Coordination Forum for Development of Northeast to undertake strategic
infrastructure projects for the region.
MANUFACTURING INDUSTRY
ROAD AHEAD
The manufacturing sector of India has the potential to reach US$ 1 trillion by 2025. The implementation
of the Goods and Services Tax (GST) will make India a common market with a GDP of US$ 2.5 trillion along
with a population of 1.32 billion people, which will be a big draw for investors. The Indian Cellular and
Electronics Association (ICEA) predicts that India has the potential to scale up its cumulative laptop and
tablet manufacturing capacity to US$ 100 billion by 2025 through policy interventions.
With impetus on developing industrial corridors and smart cities, the Government aims to ensure holistic
development of the nation. The corridors would further assist in integrating, monitoring and developing
a conducive environment for the industrial development and will promote advance practices in
manufacturing.
PILLAR FOR ECONOMIC GROWTH
• Organised manufacturing is the biggest private sector employer in India. Overall, more than 30
million people are employed in the sector (organised and unorganised) and will become the
engine of growth as it tries to incorporate the huge available workforce in India, most of who are
semi-skilled.
• The sector will push growth in the rural areas where more than 5 million manufacturing
establishments are running already. This will be an alternative available to the new generation of
farmers.
• Government aims to achieve 25% GDP share and 100 million new jobs in the sector by 2022.
• The manufacturing sector of India has the potential to reach US$ 1 trillion by 2025.

POTENTIAL TO BECOME A GLOBAL HUB

• India’s manufacturing industry is already moving in the direction of industry 4.0 where everything
will be connected, and every data point will be analysed. Indian companies are at the forefront of
R&D and have already become global leaders in areas such as pharmaceuticals and textiles. Areas
such as automation and robotics also receiving the required attention from the industry.
• Large international industrial producers such as Cummins and Abbott already have manufacturing
bases in the country.

COMPETITIVENESS
• India has all the necessary ingredients for its major industrial push - a huge semi-skilled labour
force, multiple Government initiatives like Make in India, high investments and a big domestic
market.
• Necessary support infrastructure is being developed with areas such as power being the prime
focus.
• Government incentives like free land to set up base and 24*7 power supply is making India
competitive on a global scale.

CAPACITY UTILISATION IN MANUFACTURING SECTOR

• Capacity utilisation in the manufacturing sector is measured by Reserve Bank of India (RBI) in its
quarterly order books, inventories and capacity utilisation survey.

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 • It indicates not only the production levels of companies but also the potential for future
investment.
• As per the latest survey, capacity utilisation in India’s manufacturing sector stood at 66.6% in the
third quarter of FY21.
• As per RBI’s Industrial Outlook Survey, manufacturing firms estimated further strengthening of
production, orders and employment in the fourth quarter of FY21. Also, the first three months of
FY22 are projected to record improvements in capacity utilisation, production, business
improvement and employment generation.

NATIONAL MANUFACTURING POLICY

• National Manufacturing Policy was introduced in 2011 to increase the share of manufacturing
sector in India’s GDP to 25% and create 100 million jobs by 2021.
• The policy was introduced to create an enabling policy framework and provide incentives for
infrastructure development on PPP basis.
• Under the policy, National Investment and Manufacturing Zones (NIMZ’s) have been conceived
as large industrial townships managed by a Special Purpose Vehicle (SPV). These SPV’s would
ensure planning of the zones, pre-clearances for setting up industrial units and undertaking other
specific functions.
• Fourteen NIMZ’s have already been granted ‘in principle’ approval while four of them have been
given final approval.
• Central and State governments will provide exemptions subject to fulfillment of conditions by the
SPV from compliance burdens for industries located in these zones.
• Exemption from Capital Gains Tax on sale of plant and machinery will be granted in case of re-
investment of the capital gain amount for purchase of plant and machinery within the same or
different NIMZ within three years of sale.
• A Technology Acquisition and Development Fund (TADF) has been launched for acquisition of
appropriate technologies, creation of a patent pool and development of domestic manufacturing
of equipment's for reducing energy consumption.

Sources:
www.ibef.org
www.mordorintelligence.com

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 BUSINESS OVERVIEW
Some of the information in this chapter, including information with respect to our plans and strategies,
contain forward-looking statements that involve risks and uncertainties. You should read “Forward-
Looking Statements” beginning on page no. 15 for a discussion of the risks and uncertainties related to
those statements and also “Risk Factors”, “Financial Statements” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on page no. 24, 149 and 193
respectively, for a discussion of certain factors that may affect our business, financial condition or results
of operations. Our actual results may differ materially from those expressed in or implied by these forward-
looking statements.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent
year, and references to a particular financial year are to the 12 months ended March 31 of that particular
year. Unless otherwise indicated or the context otherwise requires, the financial information for financial
years 2019, 2020 and 2021 included herein is derived from the Restated Financial Information, included in
this Prospectus. For further information, see “Financial Statements” beginning on page no. 149.
Additionally, please refer to “Definitions and Abbreviations” beginning on page no. 02 for certain terms
used in this section.
Unless the context otherwise requires, in relation to business operations, in this section of this Prospectus,
all references to "we", "us", "our", "our Company" or “Euro” and “EPPL” are to “Euro Panel Products
Limited”.
COMPANY BACKGROUND
Our Company was originally incorporated as a private limited company in the name of “Archer Trading
House Private Limited” under the provisions of the Companies Act, 1956 vide Certificate of Incorporation
dated December 18, 2013 bearing Corporate Identification Number U51101MH2013PTC251176 issued by
the Registrar of Companies, Maharashtra, Mumbai. Subsequently, the name of our Company was changed
to “Euro Panel Products Private Limited” pursuant to the special resolution passed by the Shareholders of
our Company at the Extra-Ordinary General Meeting held on August 18, 2014. The Deputy Registrar of
Companies, Mumbai issued a fresh Certificate of Incorporation dated October 22, 2014, upon change of
the name of the Company, bearing Corporate Identification Number U28931MH2013PTC251176. Our
Company was converted into a public limited company pursuant to the special resolution passed by the
Shareholders of our Company at the Extra-Ordinary General Meeting held on August 25, 2021 and
consequently upon conversion, the name of our Company was changed to “Euro Panel Products Limited”
vide a fresh Certificate of Incorporation dated September 21, 2021 bearing Corporate Identification
Number U28931MH2013PLC251176 issued by the Registrar of Companies, Mumbai. For further details,
please refer to chapter titled “History and Certain Corporate Matters” beginning on page no. 124 of this
Prospectus.
BUSINESS OVERVIEW
Our Company is being promoted by Rajesh Shah. He in his early days, he was engaged in whole sale
business of various items like jaggery, traditional clothing, teak wood and also delt in the plywood
business. Thereafter, with rising opportunity in the Aluminium Composite Panel (ACP) industry, he
incorporated the Company in the Name Archer Trading House Private Limited and in the year 2015, set
up a factory at Umbergaon, Gujarat for manufacturing of Aluminium Composite Panel. at Umbergaon,
Gujarat. Later on, Divyam Shah joined the Company to understand the core aspects of business
Management.

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Our Company is ISO 9001:2015 certified and contribute towards improving the quality standards of the
construction industry in India. We manufacture ACPs at our factory unit located at Umbergaon, Gujarat
and our Head Office is located at Mumbai, Maharashtra. We operate through our distribution channels
on PAN India basis, through our depots, distributors and dealers. As on the date of this Prospectus the
Company has more than 79 distributors and 67 dealers. Currently, our depots are located at Chhattisgarh,
Delhi, Gujarat, Madhya Pradesh, Maharashtra, Uttar Pradesh through which we can ensure that our
products are supplied at proper time to our customers, distributors and clients. Under “Eurobond”, we
integrate the innovation along with quality to offer a wide portfolio of ACPs that complements the
architectural structures in India
Euro manufactures ACPs through Quality-Controlled Production method. ACPs are kind of panels, which
are widely used as an exterior covering of commercial buildings and corporate houses due to its durability
and easy maintenance in almost any kind of climate.
At Euro, we manufacture varieties of ACPs in different colors, designs and texture to cater the varied
needs of our customers. To achieve the optimum utilization of resources, we have adopted Kaizen
strategy. Kaizen strategy is an approach to create continuous improvement, where employees at all levels
of a Company work together proactively to achieve commitments, incremental improvements to the
manufacturing process.
We have been associated with various organizations which includes Government Organizations, Hospitals,
Multi-Speciliaty Hospitals, Airports etc. In past, we have entered the foreign market and have been
exporting our products in USA, South Africa, Uganda, Nigeria, Tanzania, Srilanka and Nepal since year
2014. Our Company has been recognised as One Star Export House by Ministry of Commerce and Industry.
Euro is also an Annual Member of Indian Green Building Council (IGBC).

Page 98 of 320
Manufacturing Unit at Umbergaon, Gujarat.
BUSINESS MODEL
Our Company functions on two sales business models:
1) Business 2 Business model (B2B) and
2) Business to Customer model (B2C).
Below are the different segments constituting our business:

Business
Segments

Private
Government Export
Distributors Institution
Contracts Business
Tenders

Currently we operate through network of dealers, suppliers and distributors which are spread throughout
the Country. Therefore, it helps us our business model to spread our market risks arising out of fluctuation
in the market shares of various brands besides helping us to achieve economies of scale. The focus is to
capture a considerable market share in each of the product categories.
We operate through our Registered Office situated at Mumbai and sales offices and warehouses located
at Bhiwandi, Ahmedabad, Nagpur, Delhi, Lucknow, Raipur, Kolkata and Indore, covering the geographical
territories, to the extent possible, within the country. We have presence in various regions and try to
reach out to maximum possible areas of the country.
SUMMARY OF OUR REVENUE

Page 99 of 320
 SUMMARY REVENUE BREAK UP- FY 18-19
Type of Customer Amount (₹ in Lakhs) %
Dealer 815.96 7.55%
Distributor 7387.07 68.38%
Export 84.31 0.78%
Other/Customer 2515.03 23.28%
Grand Total 10802.37 100.00%
SUMMARY REVENUE BREAK UP- FY 19-20
Type of Customer Amount (₹ in Lakhs) %
Dealer 825.23 5.80%
Distributor 9749.62 68.48%
Export 416.54 2.93%
Other/Customer 3246.74 22.80%
Grand Total 14238.14 100.00%
SUMMARY REVENUE BREAK UP- FY 20-21
Type of Customer Amount (₹ in Lakhs) %
Dealer 909.67 6.39%
Distributor 9607.43 67.54%
Export 672.30 4.73%
Other/Customer 3035.75 21.34%
Grand Total 14225.16 100.00%
SUMMARY REVENUE BREAK UP- FY 21-22 (up to June 30,2021)
Type of Customer Amount (₹ in Lakhs) %
Dealer 174.20 5.54%
Distributor 2060.81 65.55%
EXPORT 129.88 4.13%
Other/Customer 778.79 24.77%
Grand Total 3143.68 100.00%
MANUFACTURING PROCESS/FLOW
The manufacturing process is supported by the team of professionals and is headed by our Managing
Director, Rajesh Shah. The manufacturing process is supervised through quality control equipments and
qualified personnel.
Aluminium Composite Panel, it is a new technology building material, the panel is a composite consisting
of two layers of aluminium sheet sandwiching a polyethylene core produced from a continuous extrusion
process.

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Production line at EurThe production process is as follows:
The production process of ACPs is first to clean the aluminium coil. After cleaning and chemical treatment
of the aluminium coil, a protective film is formed on the surface, this chemical film helps to improve
oxidation resistance of the aluminium coil and prolong the life of the aluminium foil. The composite panel
is produced by a continuous lamination process, in which a sheet of the material that will make up the
core is extruded and compacted between two aluminium sheets that are unwound at the same time.
Finally, the flatness of the material is compacted and perfected and a protective film is applied.
Aluminium Composite Panels (ACPs):

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 •Raw Material Procurement – Decorative Coils, Mill Grade Back Coils, Adhesive Foils, Recycle
1 LDPE and Surface Protective Foils

•Pre Heating of Extruder and Calendar Press

2

•Matt Formation from LDPE in Extruder

3

•De-Coiling of Aluminium coils and Adhesive coils

4

•Laying of Matt between adhesive foils

5

•Bonding all material assembled to make sandwich Panels

6

•Cooling of sandwich Panels

7

•Pressing Surface Protective Foils on Finished ACP

8

•Cutting to Panels to required Size

9

•QC and Packing and Dispatch

10

LDPE: Low Density Polyethylene

QC: Quality Check

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Fire Retardant Aluminium Composite Panels (FR ACPs):
FR ACPs are strong and durable, weather proof, fire retardant and environment friendly. They offer
highest strength and making them construction friendly at all times. FR ACPs are increasingly used in high
rise building, malls and education institute which are now required to have fire retardant surface.

•Raw Material Procurement – Decorative Coils, Mill Grade Back Coils, Adhesive Foils,
1 Virgin LDPE, MgHo and Surface Protective Foils

•Pre Heating of Extruder and Calendar Press

2

•Matt Formation from extruder of LDPE And Matt Formation from extruder of MgHo
3

•De-Coiling of Aluminium coils and Adhesive coils

4

•Laying of Matt as required of both types LDPE and MgHo between adhesive foils
5

•Bonding all materials assembled to make sandwich Panels

6

•Cooling of sandwich Panels

7

•Pressing Surface Protective Foils on ACP

8

•Cutting of ACP to required Size

9

•QC and Packing and Dispatch

10

MgHo: Magnesium Hydroxide

DESCRIPTION OF SUBSISTING COLLABORATIONS ANY PERFORMANCE GUARANTEE OR ASSISTANCE IN
MARKETING BY THE COLLABORATORS
As on the date of this Prospectus, our Company has not formed any collaborations for any assistance in
marketing the products. However, our Company has formed network of dealers, suppliers and distributors
over the time and as a result, we are able to provide materials to our customers on timely basis.

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OUR PRODUCT CATEGORY
The category of our products includes:
Sr.No. Name of the Product Usage
1. PVDC Its fluoride properties reflect heat coatings are one of the most
(Poly Vinyl Dene Fluoride)common types of industrial coating in use today. It’s a specialty
plastic and is used in applications that require high levels of purity
and strength. It has excellent resistance to chemical, thermal, and
acoustic, weather, mechanical and dust. It possesses colour
fastness, hence used in exterior application. It has a fairly low
melting point, which can be beneficial as well in certain
applications. This type of coating is less expensive and less dense
compared to Nano.
2. PE The PE coatings are commonly used in interior decor. PE coated
(Polyester Enamel) coils are used in interior application due to its low heat resistance.
It has a great resistance number of advantages, like light weight,
high strength, extreme rigidity, superior impact resistance,
excellent surface flatness and smoothness, and uniform colours,
etc. It is elegant and magnificent and its good flexibility makes it
fit to various designs. It is also characterized by easily
maintenance and simple cleaning. PE Aluminium composite panel
can be used for interior wall decoration, low building cladding,
shop face decoration, partitions interior decorations, and more.
This building material is also ideal for use in billboards,
signboards, ceiling, eaves, balconies, kitchen, bathroom, galleries,
tunnels, subway interiors and other industrial usage.
3. Nano The new Nano Technology is an advance technology over its
predecessors coating of PVDF and PE. Due to advance technology
particles of coating are more loosely knitted and applied like HD
photo or screen. The new technology when combined with the
traditional production technology of ACP, innovative Nano
coating ACP can be manufactured. Nano coating itself has the
self-cleaning function so dirt cannot stick onto it easily. It will give
the building a consistently new look in all weathers and can lower
maintenance costs a lot. Nano coating is available in Nano PVDF
ACP and Nano Polyester ACP. Nano PVDF is 3-layer coating and
Nano Polyester is 2-layer coat. Nano ACP would look more-glossy
and shiny than Non- Nano ACP owning to clear Nano top coat.
4. Wooden Wooden grain Aluminium Composite Panel is coated with PVDF
fluorocarbon coatings and comes with a great variety of wooden
grains for customers to choose from.
5. Fireproof Aluminium Fireproof Aluminium Composite Panel is a new type of composite
Composite Panel material cored with non-combustible mineral. It has excellent fire
resistance as compared with traditional aluminum composite
panel. It is environmentally friendly building material that offers
excellent fire resistance and minimal gas generation when burnt.

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Raw Material
AWARDS AND ACCREDITATIONS
Calender Year Particulars
2019 ISO 9001:2015 – Issued by TUV India Private Limited
2021 Issue of One Start Export House Certification by Industry of Commerce and Industry
2021 Annual Member of Indian Green Building Council
2021 Received approval by a leading Oil Corporation for their Pan India retail visual identity
2021 Received approval by a Fashion House for its visual identity in retail locations across
India
2021 Received approval by a E-vehicle brand for their Pan India retail visual identity.

OUR COMPETITIVE STRENGHTS

Our Company focuses on changing trends, evolving needs of our Industry:
• Brand Image:
Our brand name is what differentiates us in the market place. It gives a competitive edge to our
Company with other brands in the market. Our brand image has helped our Company to form
customer base. Our Brand image has helped us to reach the Company’s strategic vision and mission.
• Collaborative and experienced work force:
The workforce is the backbone and value-addition into the productivity and creativity of our Company.
The employees are enthusiastic to accept new challenges which helps the Organization to grow. The
management with years of experience in the industry and understanding of nature of work allows
others to learn from them. Hence, it enhances the efficiency and renders quality and quantity output.

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• Widespread Geographical reach:
We have sales offices located at different regions in the Country to channelize the strategic marketing
plan. Our distribution network enables the Company to enhance customers base and establish new
relationships with prospective customers so that the customer base can be expanded and new
territory can be explored.
• Investment in R&D driving sustainable growth
We intend to continue to drive our R&D initiatives towards the development of innovative products
for our domestic as well as international market and develop on our brand value. Our primary focus
is to research and innovate new formulations to increase the portfolio of our products, so that the
Company can get a competitive edge over its peers. We also intend to improve our R&D capabilities,
with a focus on capturing more high value first-to-market opportunities in key international markets,
as well as leveraging our broad product basket to enhance our market position at global level.
OUR STRETEGY
• Adding new products in the existing business
Our principal strategy includes adding new products to our existing product range. We believe that it
will help us to accelerate our growth along with balanced portfolio. It will also help to expand our
customer base.
• Increase in geographical presence:
Our diversified growth strategy protects our Company from country specific economic downturns. It
assists us to gain access to new markets and identify new customers and manufactures. Hence our
sales agents are spread out to extend our geographical presence to expand our business and in turn
increase the revenue and profitability of our Company.
• Growth in existing product lines:
Growth in existing product lines will allow our business to grow and capitalize on its established
reputation. We plan to achieve this by supporting existing vendors in their efforts to expand their
market share and by partnering with new vendors in the products which we distribute currently.
HUMAN RESOURCES
The details of human resources are given below as on October 31, 2021
Sr No. Particulars Department Nos. of Employee
Management 3
HR & Admin 8
Accounts 9
Sales Coordination 4
Purchase 3
1 Head Office Credit Control 8
Orders 4
System 3
MIS 2
Marketing 2
Export 2

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 Inventory & Logistic 1
Production & Planning 1
Others 1
Admin, HR & Accounts 4
Dispatch 14
Maintenance 11
Operations 1
2 Factory
Production 40
Quality 6
Sample 2
Store 4
3 Warehouse 54
4 Sales 130

TOTAL 317

INTELLECTUAL PROPERTY RIGHTS

For details related to Intellectual property rights, please refer to chapter titled “Government and Other
Statutory Approvals” beginning on page no. 212 of this Prospectus.
INFRASTRUCTURE FACILITIES FOR RAW MATERIALS AND UTILITIES LIKE WATER, ELECTIRICITY ETC.
Our Registered and Sales offices/Warehouses are equipped with computer systems, internet connectivity,
other communication, equipment, security and other facilities which are required for our business
operations to function smoothly.
Our Company has entered into an agreement dated March 31, 2015 with Dakshin Gujarat Vij Company
Limited for the supply of electricity upto the maximum of 11000 volts.

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CAPACITY AND CAPACITY UTILISATION
FY 2018-2019 FY 2019-2020 FY 2020-2021
Particulars Installed Utilised % Of Installed Revised Utilised % Of Installed Utilised % Of
Capacity Capacity Utilization Capacity Capacity Capacity Utilization Capacity Capacity Utilization
April 234,000 108,986 46.58% 234,000 - 180,019 76.93% 351000 -* 0.00%
May 234,000 56,393 24.10% 234,000 - 150,652 64.38% 351000 43,626 12.43%
June 234,000 73,057 31.22% 234,000 - 143,389 61.28% 351000 133,088 37.92%
July 234,000 88,354 37.76% 234,000 - 224,810 96.07% 351000 136,972 39.02%
Aug 234,000 126,402 54.02% 234,000 - 242,886 103.80% 351000 149,522 42.60%
Sep 234,000 191,761 81.95% 234,000 - 213,513 91.24% 351000 231,896 66.07%
Oct 234,000 135,058 57.72% 234,000 - 200,688 85.76% 351000 229,485 65.38%
Nov 234,000 152,269 65.07% 234,000 - 224,318 95.86% 351000 210,685 60.02%
Dec 234,000 163,097 69.70% 234,000 - 183,975 78.62% 351000 258,752 73.72%
Jan 234,000 214,251 91.56% 234,000 117,000 228,242 65.03% 351000 212,478 60.53%
Feb 234,000 129,246 55.23% 351,000 - 193,115 55.02% 351000 211,620 60.29%
Mar 234,000 136,804 58.46% 351,000 - 142,752 40.67% 351000 254,690 72.56%
AVERAGE 234,000 131,306 56.11% 253,500 - 194,030 76.54% 351,000 188,438 53.69%
Notes:
(i) Unit: Sq. mts;
(ii) Assuming 26 working days in a month.
(iii) *In response to the outbreak of the novel strain of corona virus (COVID-19), the Government of India had imposed country wide lockdown.
(iv) On conservative basis 20% of the total capacity installed is kept for the maintenance.
PROPERTY
Details of Immovable Property:
The details of the Leased and Owned properties are given below:
Particulars Owned / Leased / Rented /
SN Address
office address Pursuant to Agreement
1. Head Office Unit no 702, Aravalli Business Centre, Ramdas Sutarle Marg, Borivali West, Leased
Mumbai-400092.

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 Particulars Owned / Leased / Rented /
SN Address
office address Pursuant to Agreement
2. Godown Building No "Q" Flat No. 104 and 105, at Taluka Bhiwandi, District Thane, Leased
Krishna Complex
3. Additional space for 201, 2nd Floor, Aravalli Business Centre, Soda Wala Lane, Borivali West, Leased
Head Office Mumbai-400092
4. Depo Unit no 7 and 8, Ground Floor, "O" Building of Krishna Complex, Near Gupta Leased
Compund, Val Village, Taluka, Bhiwandi District, Thane.
5. Depo Unit no. 3,4,5, and 6, Ground Floor, "O" Building of Krishna Complex, Near Leased
Gupta Compound, Val Village, Taluka, Bhiwandi, District Thane.
6. Depo Gowdown No 12 A, Near Pragati Estate, Near Hyundai Motors, Sarkhej Sanand Leased
Road, Ahmedabad
7. Depo No:Plot no.59, Building Name:-, Block Leased
Sector:Amravati Road, Control Wadi, Nagpur-440023, Road:Chaturbhuj Jain
Layout,
City:Vadi, District:Nagpur,
8. Depo Khasra No.344, Pipe Line Road, Near Tata Dharm Kanta, Alipur Leased
9. Sales Office C-48, First Floor, DDA Shed Okhla, Industrial Area, Phase-I, New Delhi-110020 Leased
10. Depo Gala No. 17, Raipur Metal Compound, Near Railway Bridge, Khamrarai Raipur Leased
– 492001
11. Rented Space for Sr.No.215, Uruli Devachi Leased
Labour
12. Depo Sr. No.11, Uruli Devachi Mantarwadi,Shivam Nagar, Opposite Star Weight Leased
Machine Tel, Haveli District, Pune – 412308
13. Depo Godown Space no 9A, Premises No. 109/1, Foreshore Road, P.O. and P.S. Leased
Shibpur, Howrah-711 102
14. Depo Godown No. 34, Siddharath Compound, Khasara No. 76/6, Lasudiya Mouri, Leased
Devas Naka, Indore.
15. Depo Khasra No.743, Lal Dora of Village, Alipur, Delhi Leased
16. Manufacturing unit 124/4, Manekpur, Khatalwada, Taluka-Umbergaon, Valsad, Umbergaon, Owned
Gujarat- 396120
Note: Agreement dated August 08, 2019 between Subhash Chandra Agrawal and the Company for the location: Tin Shed Area-Plot no 70,
Industrial Area, Lucknow has been expired on June 30, 2020, however, Company has continued to occupy the space for the purpose of conduct
of business activities on mutual understanding with the lessor and the Company has been paying rent for the usage of the space.

Page 109 of 320

INSURANCE

Sr. Name of the Address of the Insured place Policy No. Type of the Policy Validity Premium
No Insurance Company Period
(in Rs)
.

1. Bajaj Allianz General Unit no 702, Aravalli Business OG-22-1919- Burglary Insurance Policy 19/04/2021 32,450
Insurance Company Centre, Ramdas Sutarle Marg, 4010-00000016 to
Limited Borivali West, Mumbai-400092 18/04/2022

2. Bajaj Allianz General Unit no 7 and 8, Ground Floor, OG-22-1919- For Building, Plant and 03/07/2021 13,645
Insurance Company "O" Building of Krishna Complex, 4056-00000192 Machinery, Furniture, Fixture to
Limited Near Gupta Compund, Val and Fittings and other contents, 02/07/2022
Village, Taluka, Bhiwandi raw material, stock in progress,
District, Thane. finished stock (premium
amount includes: Fire premium

3. Bajaj Allianz General Unit no. 3,4,5, and 6, Ground OG-22-1919- For Building, Plant and 03/07/2021 51,018
Insurance Company Floor, "O" Building of Krishna 4056-00000191 Machinery, Furniture, Fixture to
Limited Complex, Near Gupta and Fittings and other contents, 02/07/2022
Compound, Val Village, Taluka, raw material, stock in progress,
Bhiwandi, District Thane. finished stock (premium
amount includes: Fire premium

4. Bajaj Allianz General Sr. No.11, Uruli Devachi OG-22-1919- Burglary Insurance Policy 19/04/2021 27,500
Insurance Company Mantarwadi,Shivam Nagar, 4010-00000016 to
Limited Opposite Star Weight Machine 18/04/2022
Tel, Haveli District, Pune –
412308

5. TATA AIG General 124/4, Manekpur, Khatalwada, 865085781 Marine Open Policy 13/11/2020 79,650
Insurance Company Taluka-Umbergaon, Valsad, enhancement to
Limited Umbergaon, Gujarat- 396120 12/11/2021

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Sr. Name of the Address of the Insured place Policy No. Type of the Policy Validity Premium
No Insurance Company Period
(in Rs)
.

6. IFFCO-TOKIO General 43224110 Workmen's Compensation 19/01/2021 23,689.6

Insurance Co. Ltd Policy to 9
18/01/2022

7. Bajaj Allianz General OG-22-1919- Standard Fire and Special Perils 19/04/2021 7,23,390
Insurance Company 4001-00000030 Policy to
Limited 18/04/2022
(Also includes Solar Panel
Systems Insurance of Rs.
2,00,00,000

8. Bajaj Allianz General OG-22-1919- Burglary Insurance Policy 19/04/2021 73,750

Insurance Company 4010-00000014 to
Limited 18/04/2022

9. Bajaj Allianz General At various locations: Khasara OG-22-1919- Bharat Laghu Udyam Suraksha 19/04/2021 14,16,94
Insurance Company 743, Lal dora of Village, Alipur, 4057-00000002 to 4
Limited New Delhi 110036; Krishna 18/04/2022
Complex Gala No. 4,5,6,7,8
Gundawali Village, near Gupta
Compound, Bhiwandi, Thane;
Gowdown No 12 A, Near Pragati
Estate, Near Hyundai Motors,
Sarkhej Sanand Road,
Ahmedabad; No:Plot no.59,
Building Name:-, Block
Sector:Amravati Road, Control
Wadi, Nagpur-440023,
Road:Chaturbhuj Jain Layout,
City:Vadi, District:Nagpur,
Godown No. 34, Siddharath

Page 111 of 320

Sr. Name of the Address of the Insured place Policy No. Type of the Policy Validity Premium
No Insurance Company Period
(in Rs)
.
Compound, Khasara No. 76/6,
Lasudiya Mouri, Devas Naka,
Indore; Gala No. 17, Raipur
Metal Compound, Near Railway
Bridge, Khamrarai Raipur -
492001

10. Bajaj Allianz General Unit no 702, Aravalli Business OG-22-1919- Money Insurance Policy 03/08/2021 4514.00
Insurance Company Centre, Ramdas Sutarle Marg, 4011-00000095 to
Limited Borivali West, Mumbai-400092
02/08/2022

Page 112 of 320

 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 Company. 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 advice. Our Company may be
required to obtain licenses and approvals depending upon the prevailing laws and regulations as
applicable. The statements below are based on the current provisions of Central and the State laws, and
the judicial and administrative interpretations thereof, which are subject to change or modification by
subsequent legislative, regulatory, administrative or judicial decisions. For details of such approvals, please
refer to the chapter titled “Government and other Statutory Approvals” beginning on page no. 212 of this
Prospectus.
BUSINESS OR TRADE RELATED LAWS
The Gujarat Industrial Policy, 2015 (“The Industrial Policy”)
The Industrial Policy, 2015 aims at making the Gujarat a “Total Business Destination” as a globally
competitive and innovative industrial destination that stimulates development and inclusive growth.
Some of the primary objective of this policy is to create employment opportunities, to provide proactive
support to micro small and medium enterprises, to make Gujarat a Global hub for manufacturing, to
create a healthy conductive climate for conducting business and industrial production and to ensure
effective implementation of the policies. The Government has introduced various schemes under the
policy to fulfil the objective of the Industrial policy.
The Micro, Small and Medium Enterprises Development Act, 2006 and Industries (Development and
Regulation) Act, 1951
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”) seeks to promote and
enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the Micro, Small and
Medium Enterprises Development Act, 2006 is enacted. A National Board shall be appointed and
established by the Central Government for MSME enterprise with its head office at Delhi to examine the
enterprises engaged in the manufacturing activities or production of goods pertaining to any industry
mentioned in first schedule to Industries (Development and Regulation) Act, 1951.
The Central Government has vide its notification numbering 1702(E) dated June 1, 2020 amended the
definition of MSME which has come into effect from July 1, 2020.
The revised definition is as under:
(i) a micro enterprise, where the investment in Plant and Machinery or Equipment does not exceed one
Crore rupees and turnover does not exceed five Crore rupees;
(ii) a small enterprise, where the investment in Plant and Machinery or Equipment does not exceed ten
Crore rupees and turnover does not exceed fifty Crore rupees; and
(iii) a medium enterprise, where the investment in Plant and Machinery or Equipment does not exceed
fifty Crore rupees and turnover does not exceed two hundred and fifty Crore rupees.
The MSMED Act provides for the memorandum of micro, small and medium enterprises to be submitted
by the relevant enterprises to the prescribed authority.

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The MSMED Act also provides for the establishment of the Micro and Small Enterprises Facilitation Council
(‘Council’). The Council has jurisdiction to act as an arbitrator or conciliator in a dispute between the
supplier located within its jurisdiction and a buyer located anywhere in India.
TAXATION LAWS
The Income-tax Act, 1961
The Income Tax Act, 1961 (“IT Act”) deals with the taxation of individuals, corporates, partnership firms
and others. As per the provisions of this 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 IT Act is applicable to every Company, whether domestic or
foreign whose income is taxable under the provisions of this Act or Rules made there under depending
upon its “Residential Status” and “Type of Income” involved. The IT Act provides for the taxation of
persons resident in India on global income and persons not resident in India on income received, accruing
or arising in India or deemed to have been received, accrued or arising in India.
The Goods and Services Tax (“GST”)
The GST is applicable on the supply of goods or services as against the present concept of tax on the
manufacture and sale of goods or provision of services. It is a destination-based consumption tax. It is
dual GST with the Central and State Governments simultaneously levying it on a common tax base. The
GST to be levied by the Centre on intra-State supply of goods and / or services is called the Central GST
(CGST) and that to be levied by the States is called the State GST (SGST). An Integrated GST (IGST) is to be
levied and collected by the Centre on inter-State supply of goods and services.
Every person liable to take registration under these Acts shall do so within a period of 30 days from the
date on which he becomes liable to registration. The Central/State authority shall issue the registration
certificate upon receipt of application. The Certificate shall contain fifteen digit registration numbers
known as Goods and Service Tax Identification Number (GSTIN).
There were indirect taxes that were levied and collected by the Central and State Government which are
now subsumed under GST. Some of the taxes which were applicable to the Company are as follows:
• Service Tax
• Value Added tax
• The Central Sales Tax
• Excise Duty
The Gujarat State Tax on Professions, Trades, Callings and Employments Act, 1976
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 Gujarat promulgated this law to structure and formulate
the respective professional tax criteria and to collect funds through professional tax. The professional tax
is charged on the income of individuals, profits of business or gains in vocations. The tax payable under
the State Acts by any person earning a salary or wage shall be deducted by his employer from the salary
or wages payable to such person before such salary or wages is paid to him, and such employer shall,
irrespective of whether such deduction has been made or not when the salary and wage is paid to such
persons, be liable to pay tax on behalf of such person.

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The Customs Act, 1962
The provisions of the Customs Act, 1962 and rules made thereunder are applicable at the time of import
of goods i.e. bringing into India from a place outside India or at the time of export of goods i.e. taken out
of India to a place outside India. Any Company requiring to import or export any goods is first required to
get itself registered and obtain an Importer Exporter Code.
LABOUR LAWS
Factories Act, 1948
Factories Act, 1948 (“Factories Act'') came into force on April 01, 1949 as amended by the Factories
(Amendment) Act, 1987 and extends to the whole of India. Factories Act serves to assist in formulating
national policies in India with respect to occupational safety and health in factories and docks in India. It
deals with various problems concerning safety, health, efficiency and well-being of the persons at work
places. The term ‘factory’, as defined under the Factories Act, means any premises which employs or has
employed on any day in the preceding 12 (twelve) months, 10 (ten) or more workers and in which any
manufacturing process is carried on with the aid of power, or any premises wherein 20 (twenty) or more
workmen are employed at any day during the preceding 12 (twelve) months and in which any
manufacturing process is carried on without the aid of power, but this does not include a mine, or a mobile
unit belonging to the armed forces of the union, a railway running shed or a hotel, restaurant or eating
place.
The Employees State Insurance Act, 1948
The ESI Act 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.
Companies which are controlled by the Government are exempt from this requirement if employees
receive benefits similar or superior to the benefits prescribed under the ESI Act.
Employees Provident Fund and Miscellaneous Provisions Act, 1952
The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act) applies to factories
employing 20 or more employees and such other establishments and industrial undertakings as notified
by the government from time to time. The EPF Act requires all such establishments to be registered with
the Regional Provident Fund Commissioner and requires the employers and their employees to contribute
in equal proportion to the employees’ provident fund, the prescribed percentage of basic wages and
dearness and other allowances payable to employees. The EPF Act also requires the employer to maintain
registers and submit a monthly return to the State Provident Fund Commissioner.
Payment of Gratuity Act, 1972
The Payment of Gratuity Act, 1972 applies to every shop or establishment within the meaning of any law
for the time being in force. Under the Act, an employee who has been in continuous service for a period
of five years will be eligible for gratuity upon his retirement or resignation, superannuation or death or
disablement due to accident or disease. However, the entitlement to gratuity in the event of death or
disablement will not be contingent on an employee having completed five years of continuous service. An
employee in a factory is said to be in ‘continuous service’ for a certain period notwithstanding that his
service has been interrupted during that period by sickness, accident, leave, absence without leave, lay-
off, strike, lock-out or cessation of work not due to the fault of the employee’.

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The Maternity Benefit Act, 1961
The purpose of Maternity Act 1961 is to regulate the employment of pregnant women and to ensure that
they get paid leave for a specified period during and after their pregnancy. It provides inter-alia for
payment of maternity benefits, medical bonus and enacts prohibition on dismissal, reduction of wages
paid to pregnant women etc. Our Government further amended the Act which is known as ‘The Maternity
Benefit (Amendment) Act, 2017’, effective from March 27, 2017 introducing more benefits for pregnant
women in certain establishments.
The Child Labour (Prohibition and Regulation) Act, 1986
The Child Labour (Prohibition & Regulation) Act, 1986, as amended from time to time (“Child Labour Act”)
was enacted to prohibit the engagement of children below the age of 14 years in certain specified
occupations and processes and to regulate their conditions of work in certain other employments.
The Payment of Wages Act, 1936
Payment of Wages Act, 1936, as amended, Payment of Wages (Amendment) Act, 2017 is aimed at
regulating the payment of wages to certain classes of persons employed in certain specified industries
and to ensure a speedy and effective remedy for them against illegal deductions or unjustified delay
caused in paying wages to them. 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.
The Minimum Wages Act, 1948
The Minimum Wages Act, 1948 came into force with an objective to provide for the fixation of a minimum
wage payable by the employer to the employee. Every employer is mandated to pay the minimum wages
to all employees engaged to do any work skilled, unskilled, and manual or clerical (including out-workers)
in any employment listed in the schedule to this Act, in respect of which minimum rates of wages have
been fixed or revised under the Act.
Payment of Bonus Act, 1965
A bonus payment is usually made to employees in addition to their base salary as part of their wages or
salary. Pursuant to the Payment of Bonus Act, 1965, as amended (the “Bonus Act”), an employee in a
factory or in any establishment where twenty or more persons are employed on any day during an
accounting year, who has worked for at least 30 working days in a year is eligible to be paid a bonus.
The Industrial Disputes Act, 1947 and Industrial Dispute (Central) Rules, 1957
The Industrial Disputes Act extends to whole of India and applies to every industrial establishment carrying
on any business, trade, manufacture or distribution of goods and services irrespective of the number of
workmen employed therein. This act aims at secure industrial peace and harmony by providing machinery
and procedure for the investigation and settlement of industrial disputes by conciliation, arbitration and
adjudication machinery which is provided under the statute.
The Equal Remuneration Act, 1976
Equal Remuneration Act, 1976 was enacted with the aim of state to provide Equal Pay and Equal Work as
envisaged under Article 39 of the Constitution. The Equal Remuneration Act, 1976 aims to provide for the
payment of equal remuneration to men and women workers and for the prevention of discrimination, on
the ground of sex, against women in the matter of employment and for matters connected therewith or
incidental thereto. According to the Act, the term 'remuneration' means "the basic wage or salary and any
additional emoluments whatsoever payable, either in cash or in kind, to a person employed in respect of

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employment or work done in such employment, if the terms of the contract of employment, express or
implied, were fulfilled."
The Employees’ Compensation Act, 1923
The Employees’ Compensation Act, 1923 has been enacted with the objective to provide for the payment
of compensation to workmen by employers for injuries by accident arising out of and in the course of
employment, and for occupational diseases resulting in death or disablement. The Employees’
Compensation Act makes every employer liable to pay compensation, if a personal
injury/disablement/loss of life is caused to a workman (including those employed through a contractor)
by accident arising out of and in the course of his employment.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“SHWWA”)
The SHWWA is a legislative act in India that seeks to protect women from sexual harassment at their place
of work. The SHWWA has been introduced in 2013 to provide a safe, secure and enabling environment,
free from sexual harassment to every woman. Every employer is legally required to comply with the
statutory requirements as mentioned in the Act.
The Contract Labour (Regulation & Abolition) Act and Rules,1970

The Contract Labour (Regulation & Abolition) Act and Rules,1970 act has been enacted to regulate the
employment of contract labour in certain establishments and to provide for its abolition in certain
circumstances and for matters connected therewith. It applies to all establishments employing 20 or more
contract labour and to all contractors who employs 20 or more contract labours. It applies to all
establishments 20 or more contract Labour and to all contractors who employer, 20 or more Contract
Labour. The Act provides for the constitution of Central and State Advisory Boards to advise the concerned
governments on matters arising out of the administration of the Act. The Central Government has issued
a number of notifications prohibiting employment of Contract Labour in different categories of works, job
and process as in mines, Food Corporation of India's godowns, port trusts and many other industries/
establishments for which it is the Appropriate Government. The Central Advisory Contract Labour Board
has also constituted a number of committees to enquire into the question of prohibition of contract labour
system in different establishments. Central Government is the Appropriate Government in respect of
industries and establishments for which it is Appropriate Government under the industrial Disputes Act,
1947.
ENVIRONMENTAL LAWS:
The Environment (Protection) Act, 1986
The Environment (Protection) Act, 1986 was enacted as a general legislation to safeguard the environment
from all sources of pollution by enabling coordination of the activities of the various regulatory agencies
concerned. The Act prohibits persons carrying on business, operation or process from discharging or
emitting any environmental pollutant in excess of such standards as may be prescribed.
The Water (Prevention and Control of pollution) Act, 1981
The Water Act aims to prevent and control water pollution as well as restore water quality by establishing
and empowering the Central Pollution Control Board and the State Pollution Control Boards. Under the
Water Act, any person establishing any industry, operation or process, any treatment or disposal system,
use of any new or altered outlet for the discharge of sewage or new discharge of sewage, must obtain the

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consent of the relevant State Pollution Control Board, who is empowered to establish standards and
conditions that are required to be complied with.
The Air (Prevention and Control of Pollution) Act, 1981
The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) has been enacted to provide for the
prevention, control and abatement of air pollution. Pursuant to the provisions of the Air Act, any person,
establishing or operating any industrial plant within an air pollution control area, must obtain the consent
of the relevant State Pollution Control Board prior to establishing or operating such industrial plant. No
person operating any industrial plant in any air pollution control area is permitted to discharge the
emission of any air pollutant in excess of the standards laid down by the State Pollution Control Board.
The Hazardous and Other Wastes (Management, Handling and Transboundary Movement) Rules, 2016
Hazardous and Other Wastes (Management, Handling and Transboundary Movement) Rules, 2016 came
into force from April 04, 2016 superseding the Hazardous Wastes (Management, Handling and
Transboundary Movement) Rules, 2008. Hazardous waste means any waste, which by reason of
characteristics, such as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive,
causes danger to health, or environment. It comprises the waste generated during the manufacturing
processes of the commercial products such as industries involved in petroleum refining, production of
pharmaceuticals, petroleum, paint, aluminium, electronic products etc. Hazardous Waste Management
Rules are notified to ensure safe handling, generation, processing, treatment, package, storage,
transportation, use reprocessing, collection, conversion, and offering for sale, destruction and disposal of
Hazardous Waste.
The Public Liability Insurance Act, 1991
The Public Liability Insurance Act, 1991, imposes liability on the owner or controller of hazardous
substances for any damage arising out of an accident involving such hazardous substances. The owner or
handler is also required to take out an insurance policy insuring against liability under the legislation. Every
owner (in the case of a company, any of its directors, managers, secretaries or other officers who is directly
in charge of, and is responsible to the company for the conduct of the business of the company) is
obligated to take out, before he starts handling any hazardous substance, one or more insurance policies
providing for contracts of insurance thereby he is insured against liability to give relief under the Public
Liability Insurance Act.
National Environmental Policy, 2006
The Policy seeks to extend the coverage, and fill in gaps that still exist, in light of present knowledge and
accumulated experience. It is a statement of India's commitment to making a positive contribution to
international efforts. The National Environment Policy is intended to mainstream environmental concerns
in all development activities. The dominant theme of this policy is that while conservation of
environmental resources is necessary to secure livelihoods and well-being of all, the most secure basis for
conservation is to ensure that people dependent on particular resources obtain better livelihoods from
the fact of conservation, than from degradation of the resource.
The Gujarat Fire Prevention and Life Safety Measures Act, 2013
(Gujarat Act No. 11 of 2013)
An Act to make effective provisions for the fire prevention, safety and protection of life and property, in
various types of buildings and temporary structures or shamiyana or tents or mandap likely to cause a risk
of fire in different areas in the State of Gujarat and for matters connected therewith or incidental thereto.

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Whereas it is expedient to make effective provisions for the fire prevention, safety and protection of life
and property in various types of buildings and temporary structures or shamiyana or tents or mandap
likely to cause a risk of fire, in different areas in the State of Gujarat, fire service fee, constitution of a
special fund and for the purposes connected therewith or incidental thereto;
The Indian Boilers Act, 1923 (“Boilers Act”)
The Boilers Act states that the owner of any boiler (as defined therein), which is wholly or partly under
pressure when is shut off, shall under the provisions of the Boilers Act, apply to the Inspector appointed
thereunder to have the boiler registered which shall be accompanied by prescribed fee. The certificate
for use of a registered boiler is issued pursuant to such application, for a period not exceeding twelve
months, provided that a certificate in respect of an economiser or of an unfired boiler which forms an
integral part of a processing plant in which steam is generated solely by the use of oil, asphalt or bitumen
as a heating medium may be issued for a period not exceeding twenty-four months in accordance with
the regulations made under Boilers Act. On the expiry of the term or due to any structural alteration,
addition or renewal to the boiler, the owner of the boiler shall renew the certificate by providing the
Inspector all reasonable facilities for the examination and all such information as may reasonably be
required of him to have the boiler properly prepared and ready for examination in the prescribed manner.
The following are the regulations which are applicable to us: Indian Boilers Regulations, 1950
Shops and Establishments Act of relevant state
Under the provisions of local Shops and Establishments laws applicable in various states, establishments
are required to be registered. Such laws regulate the working and employment conditions of the workers
employed in shops and establishments including commercial establishments and provide for fixation of
working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and
establishments and other rights and obligations of the employers and employees.
INTELLECTUAL PROPERTY RELATED LAWS
The Trademarks Act, 1999
The Indian Law on trademarks is enshrined in the Trade Marks Act, 1999 (the “TM Act”). Under the existing
Legislation, a trademark is a mark used in relation to goods so as to indicate a connection in the course of
trade between the goods and some person having the right as proprietor to use the mark. The TM Act
provides for the application and registration of trademarks in India for granting exclusive rights to marks
such as a brand, label and heading and obtaining relief in case of infringement for commercial purposes
as a trade description. The TM Act prohibits any registration of deceptively similar trademarks or chemical
compounds among others. The right to use the mark can be exercised either by the registered proprietor
or a registered user. The present term of registration of a trademark is ten years, which may be renewed
for similar periods on payment of prescribed renewal fee.
STATUTORY AND COMMERCIAL LAWS
Indian Stamp Act, 1899
The Indian Stamp Act of 1899 is an in-force Act of the Government of India for the charging of stamp duty
on instruments recording transactions. For the sake of ensuring uniformity of rates of duty with regard to
certain instruments of a commercial nature such as bills of exchange, cheques, promissory notes, bills of
lading, letters of credit, policies of insurance, transfer of shares, debentures, proxies and receipts, the
power to prescribe the rates of duties on such commercial documents is vested with the Union Legislature
and the power to reduce, remit or compound such duties on the commercial documents is also vested
with the Central Government.

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The Registration Act, 1908
Registration Act was introduced to provide a method of public registration of documents so as to give
information to people regarding legal rights and obligations arising or affecting a particular property, and
to perpetuate documents which may afterwards be of legal importance, and also to prevent fraud.
Registration lends inviolability and importance to certain classes of documents.
The Transfer of Property Act, 1882
The Transfer of Property Act, 1882 (hereinafter referred to as the ‘T P Act, 1882’) was intended to define
and amend the existing laws and not to introduce any new principle. It applies only to voluntary transfers.
The Act provides a clear, systematic and uniform law for the transfer of immovable property. Transfer of
property means an act by which a person conveys the property to one or more persons, or himself and
one or more other persons. The act of transfer may be done in the present or for the future. The person
may include an individual, company or association or body of individuals, and any kind of property may
be transferred, including the transfer of immovable property.
The Indian Contract Act, 1872
The Indian Contract Act occupies the most important place in the Commercial Law. Without contract Act,
it would have been difficult to carry on trade or any other business activity and in employment law. It is
not only the business community which is concerned with the Contract Act, but it affects everybody. 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 Companies Act, 2013
The Companies Act, 2013, has been introduced to replace the existing Companies Act, 1956 in a phased
manner. 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 Act prescribes regulatory mechanism regarding all relevant
aspects including organizational, financial and managerial aspects of companies. Regulation of the
financial and management aspects constitutes the main focus of the Act. 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. In
the functioning of the corporate sector, although freedom of companies is important, protection of the
investors and shareholders, on whose funds they flourish, is equally important. The Companies Act plays
the balancing role between these two competing factors, namely, management autonomy and investor
protection.
Competition Act, 2002
The Competition Act, 2002 aims to anti-competitive practices that cause or are likely to cause an
appreciable adverse effect on competition in the relevant market in India. The act deals with prohibition
of agreements and Anti-competitive agreements. No enterprise or group shall abuse its dominant position
in various circumstances as mentioned under the Act. The prima facie duty of the Competition
Commission established under the Act is to eliminate practices having adverse effect on competition,
promote and sustain competition, protect interest of consumer and ensure freedom of trade.
The Information Technology Act, 2000
The Information Technology Act, 2000 was notified on October 17, 2000. It is the law that deals with
cybercrime and electronic commerce in India. The Information Technology Act, 2000 provides legal

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recognition to the transaction done via an electronic exchange of data and other electronic means of
communication or electronic commerce transactions.
Negotiable Instrument Act, 1881
Negotiable Instruments Act was enacted to legalize the system by which instruments contemplated by it
could pass from hand to hand by negotiation like any other goods. The purpose of the act was to present
an orderly and authoritative statement of leading rules of law relating to the negotiable instruments. To
achieve the objective of the Act, the legislature thought it proper to make provision in the Act for
conferring certain privileges to the mercantile instruments contemplated under it and provide special
procedure in case the obligation under the instrument was not discharged.
Other Legislations
The Legal Metrology Act, 2009
The Legal Metrology Act, 2009, as amended (the “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 and for matters connected therewith. The LM Act makes
it mandatory to obtain a license from the Controller of Legal Metrology by any person who manufactures,
sells or repairs any weight or measure. All weights or measures in use or proposed to be used in any
transaction are required to be verified and stamped at such place and during such hours as the Controller
of Legal Metrology may specify on payment of the prescribed fees. Additionally, no person shall import
any weight or measure unless he is registered in such manner and on payment of the requisite fees. The
LM Act enlists several penalties for the contravention of its provisions, for instance, a penalty for
manufacture or sale of non-standard weight or measure may attract a fine of up to ₹ 20,000 and a
subsequent offence may lead to penalties and imprisonment extending to three years. Further, whoever
imports any weights or measures without being registered under the LM Act, may be punished with a fine
of ₹ 25,000. The LM Act also provides for provisions relating to compounding of offences.
The Legal Metrology (Approval of Models) Rules, 2011
The Legal Metrology (Approval of Models) Rules, 2011 (“Approval of Models Rules”) lay down provisions
regarding approval of models of weights and measures. The Approval of Models Rules state that only
recognised laboratories shall carry out tests for approval of models. Application for approval of models
needs to be made to the director of legal metrology with the prescribed information. Once a model is
approved, a certificate of approval is issued, pursuant to which, a license to manufacture the model may
be obtained from the State Government. The procedure for issue, revocation and suspension of the
certificate of approval is also laid down in the Approval of 144 Models Rules. The Approval of Models
Rules repealed the Standard of Weights and Measures (Approval of Models) Rules, 1987.
Bureau of Indian Standards Act, 2016
The Bureau of Indian Standards Act, 2016 (the “BIS Act”) establishes the Bureau of Indian Standards as
the National Standards Body of India, with an aim to bring more services, products and processes under
the mandatory standardized regime. The BIS Act seeks to bring about a compulsory certification for all
products covered under its ambit, while also containing enabling provisions to implement mandatory
hallmarking of precious metal articles. The BIS Act further strengthens penal provisions for better and
effective compliance, while laying down provisions for compounding of offences for repeated or multiple
violations. In addition to the above, our Company is required to comply with certain rudimentary laws,
inter alia, in order to effectuate its business, such as the Companies Act, 2013, the Indian Contract Act,
1872 and the Sale of Goods Act, 1930.

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Other Acts that are applicable to Our Company:
1. The Occupational Safety, Health and Working Conditions Code, 2020
2. The Specific Relief Act, 1963
3. The Copyright Act, 1957 ("The Copyrights Act")
4. The Consumer Protection Act, 1986
5. Sale of Goods Act, 1930
The Foreign Direct Investment
The Government of India, from time to time, has made policy pronouncements on Foreign Direct
Investment (“FDI”) through press notes and press releases. The DIPP, has issued consolidated FDI Policy
DPIIT File Number 5(2)/2020-FDI Policy Dated the October 15, 2020 (“FDI Policy 2020”), which with effect
from October 15, 2020, consolidates and supersedes all previous press notes, press releases and
clarifications on FDI policy issued by the DIPP that were in force. The Government of India proposes to
update the consolidated circular on FDI policy once every year and therefore, FDI Policy 2020 will be valid
until the DIPP issues an updated circular.

The Foreign Exchange Management Act, 1999 (“the FEMA”), and Rules and Regulations framed
thereunder
The Foreign Exchange in India is primarily governed by the provisions of FEMA which relates to regulations
primarily by the RBI and the rules, regulations and notifications thereunder, and the policy prescribed by
the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of
India. As laid by the FEMA Regulations no prior consent and approvals are required from the Reserve Bank
of India for Foreign Direct Investment under the ‘automatic route’ within the specified sectoral caps. In
respect of all industries not specified as FDI under the automatic route, and respect of investment in
excess of specified sectoral limits under the automatic route, consent may be required from FIPB and/or
the RBI. The RBI in exercise of its powers under FEMA, has notified the Foreign Exchange Management
(Transfer or Issue of Security by Person Resident Outside of India) Regulations, 2000 (“FEMA Regulations”)
to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India and the
Foreign Exchange Management (Export of Good and Service) Regulations, 2000 for regulations on exports
of goods and services.
Foreign Trade (Development & Regulation) Act, 1992
The Foreign Trade (Development & Regulation) Act, 1992 provide for regulation and development of
foreign trade by facilitating imports into and augmenting exports from India and for matters connected
therewith or incidental thereto. The Import-Export code number and license to import or export includes
a custom clearance permit and any other permission issued or granted under this Act. The Export and
Import policy, provision for development and regulation of foreign trade shall be made by the Central
Government by publishing an order. The Central Government may also appoint the Director General for
Foreign Trade (DGTF) for the purpose of import-export policy formulation. If any person makes any
contravention to law or commits any economic offence or import/exports in a manner prejudicial to trade
of India or to the interest of other person engaged in import or export then there shall be no Import Export
granted by the Director- General to such person and if in case granted then shall remain suspended or
cancelled. Provision of search and seizure of Code of Criminal Code, 1973 shall apply to every search and

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seizure under this Act. The EXIM Policy is a set of guidelines and instructions set by the DGTF in matters
related to the export and import of goods in India. This policy is regulated under the said Act. The DGTG
is the main governing body in matters related to the EXIM Policy.
In addition to the above, our Company is also required to comply with the provisions of the Companies
Act, applicable SEBI regulations and rules framed thereunder and other applicable statutes enacted by
the GoI or relevant state governments and authorities for our day-to-day business and operations. Our
Company is also subject to various central and state tax laws.

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 HISTORY AND CERTAIN CORPORATE MATTERS
HISTORY AND BACKGROUND
Our Company was originally incorporated as a private limited company in the name of “Archer Trading
House Private Limited” under the provisions of the Companies Act, 1956 vide Certificate of Incorporation
dated December 18, 2013 bearing Corporate Identification Number U51101MH2013PTC251176 issued by
the Registrar of Companies, Maharashtra, Mumbai. Subsequently, the name of our Company was changed
to “Euro Panel Products Private Limited” pursuant to the special resolution passed by the Shareholders of
our Company at the Extra-Ordinary General Meeting held on August 18, 2014. The Deputy Registrar of
Companies, Mumbai issued a fresh Certificate of Incorporation dated October 22, 2014, upon change of
the name of the Company, bearing Corporate Identification Number U28931MH2013PTC251176. Our
Company was converted into a public limited company pursuant to the special resolution passed by the
Shareholders of our Company at the Extra-Ordinary General Meeting held on August 25, 2021 and
consequently upon conversion, the name of our Company was changed to “Euro Panel Products Limited”
vide a fresh Certificate of Incorporation dated September 21, 2021 bearing Corporate Identification
Number U28931MH2013PLC251176 issued by the Registrar of Companies, Mumbai. For further details,
please refer to chapter titled “History and Certain Corporate Matters” beginning on page no. 124 of this
Prospectus.
CHANGES IN REGISTERED OFFICE OF THE COMPANY
Our Company’s Registered Office is presently situated at 702, 7th Floor, Aravalli Business Centre, Ramdas
Sutrale Road, Borivali (West), Mumbai 400092, Maharashtra, India.
Sr. Date Of From To
No. Resolution
1 August 11, B-117, Mandpeshwar Industrial 701-702, A Wing, Aravali Business
2014 Premises, Prem Nagar, Off. SVP Road, Centre, Chandavarkar Road, Borivali
Borivali West, Mumbai-400092, West, Mumbai- 400092,
Maharashtra, India. Maharashtra, India.
2 September 12, 701-702, A Wing, Aravali Business 702, 7th Floor, Aravalli Business
2014 Centre, Chandavarkar Road, Borivali Centre, Ramdas Sutrale Road, Borivali
West, Mumbai- 400092, Maharashtra, (West), Mumbai-400092,
India. Maharashtra, India.
MAIN OBJECTS OF OUR COMPANY
The Main Objects clause of the Company as per the MoA is as under:
To carry on the business of manufacture, exporter, importers, processors, distributors, traders, commission
agents, shapers, dealers in all kinds of Aluminum Composite Panels, bonds, architectural fittings,
architectural panels architectural frames, doors, windows, louvers, ventilators or staircase fittings,
domestic or industrial furniture, grills, gates, hardware and accessories or any other fabricated material
used mainly in construction of building. These may be made from steel, anodized or unanodized aluminum
wood, sponge, plastic, glass, bake lite, rubber, ferrous and non-ferrous metals or other materials.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION
The following table sets forth details of the amendments to the Memorandum of Association in the last
ten (10) years of our Company:

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Sr. Date of Resolution Particulars
No
1. August 18, 2014 Change of name from “Archer Trading House Private Limited” to
“Euro Panel Products Private Limited”.
2. August 18, 2014 Alteration of Main Object Clause specified in Part III A of the
Memorandum of Association.
3. June 09, 2014 The Authorised Share Capital of our Company has increased from ₹
1,00,00,000/- (Rupees One Crore Only) divided into 10,00,000 (Ten
Lakhs) Equity Shares of face value of ₹ 10/-(Rupees Ten Only) each
to ₹ 5,00,00,000/- (Rupees Five Crore Only) divided into 10,00,000
(Ten Lakhs) Equity Shares of face value of ₹. 10/- (Rupees Ten Only)
each and 40,00,000 (Forty Lakhs) 15% convertible preference shares
of face value of ₹. 10 each /- (Rupees Ten Only)
4. July 16, 2016 The Authorised Share Capital of our Company has increased from ₹
5,00,00,000/- (Rupees Five Crore Only) divided into 10,00,000 (Ten
Lakhs) Equity Shares of face value of ₹. 10/- (Rupees Ten Only) each
and 40,00,000 (Forty Lakhs) 15% convertible preference shares of
face value of ₹ 10/- (Rupees Ten Only) each to ₹ 10,00,00,000/-
(Rupees Ten Crore Only) divided into 60,00,000 (Sixty Lakhs) Equity
Shares of face value of ₹ 10/- (Rupees Ten Only) each and 40,00,000
(Forty Lakhs) 15% convertible preference shares of face value of ₹
10/- (Rupees Ten Only) each
5. June 02, 2017 The Authorised Share Capital of our Company has increased from ₹
10,00,00,000/- (Rupees Ten Crore Only) divided into 60,00,000 (Sixty
Lakhs) Equity Shares of face value of ₹. 10/- (Rupees Ten Only) each
and 40,00,000 (Forty Lakhs) 15% convertible preference shares of
face value of ₹ 10/- (Rupees Ten Only) each to ₹ 12,00,00,000/-
(Rupees Twelve Crore only) divided into 60,00,000 (Sixty Lakhs)
Equity Shares of face value of ₹ 10/-(Rupees Ten Only) each and
60,00,000 (Sixty Lakhs) 15% convertible preference shares of face
value of ₹ 10/- (Rupees Ten Only) each.
6. April 30, 2018 The Authorised Share Capital of our Company has increased from ₹
12,00,00,000/- (Rupees Twelve Crore only) divided into 60,00,000
(Sixty Lakhs) Equity Shares of face value of ₹ 10/- (Rupees Ten Only)
each and 60,00,000 (Sixty Lakhs)15% convertible preference shares
of face value of ₹ 10 each/- (Rupees Ten Only) to ₹ 15,00,00,000
(Rupees Fifteen Crore Only) divided into 90,00,000 (Ninety Lakhs)
Equity Shares of face value of ₹ 10/-(Rupees Ten Only) each and
60,00,000 (Sixty Lakhs) 15% convertible preference shares of face
value of ₹ 10/-(Rupees Ten Only) each.
7. July 30, 2018 Re-classification of the Authorised Share Capital:
The Authorised Share Capital of our Company has been re-classified
from ₹ 15,00,00,000 (Rupees Fifteen Crore Only divided into
90,00,000 (Ninety Lakhs) Equity Shares of face value of ₹ 10/- Rupees
Ten Only) each and 60,00,000 (Sixty Lakhs)15% convertible
preference shares of face value of ₹ 10/-(Rupees Ten Only) each to ₹
15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000

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 (One Crore Fifty Lakhs) Equity Shares of face value of ₹ 10/- (Rupees
Ten Only) each.
8. October 31, 2018 The Authorised Share Capital of our Company has increased from ₹
15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000
(One Crore Fifty Lakhs) Equity Shares of face value of ₹ 10/- (Rupees
Ten Only) each to ₹ 18,00,00,000 (Rupees Eighteen Crore Only)
divided into 1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of
face value of ₹ 10/- (Rupees Ten Only) each.
9. August 25, 2021 The Authorised Share Capital of our Company has increased from ₹
18,00,00,000/- (Rupees Eighteen Crore Only) divided into
1,80,00,000 (One Crore Eighty Lakhs) Equity Shares of face value of
₹ 10/-(Rupees Ten Only)each to ₹ 26,00,00,000 (Rupees Twenty-Six
Crore Only) divided into 2,60,00,000 (Two Crore & Sixty Lakhs)
Equity Shares of face value of ₹ 10/-(Rupees Ten Only) each
10. August 25, 2021 Change of name from “Euro Panel Products Private Limited” to “Euro
Panel Products Limited”.
MAJOR EVENTS, KEY AWARDS, ACCREDITATIONS OR RECOGNITION OF OUR COMPANY
Year Particulars
2014 Change of name from “Archer Trading House Private Limited” to “Euro Panel Products
Private Limited”.
2019 ISO 9001:2015 – Issued by TUV India Private Limited
2020 Exclusive Contract with EURAMAX
2021 Issue of One Start Export House Certification by Industry of Commerce and Industry
2021 Annual Member of Indian Green Building Council
2021 Eurobond received approval by a leading Oil Corporation for their Pan India retail visual
identity
2021 Eurobond received approval by a Fashion House for its visual identity in retail locations
across India
2021 Eurobond received approval by a E-vehicle brand for their Pan India retail visual identity.
2021 Change of name from “Euro Panel Products Private Limited” to “Euro Panel Products
Limited
TIME AND COST OVERRUN IN SETTING UP OF PROJECTS
There have been no instances of time and cost overruns in setting up of our projects in the past.
DETAILS OF LAUNCH OF KEY PRODUCTS OR SERVICES, CAPACITY AND CAPACITY UTILISATION,
LOCATION OF PLANTS AND ENTRY IN NEW GEOGRAPHIES OR EXIT FROM EXISTING MARKETS
For details pertaining to our launch of key products or services, capacity and capacity utilisation, location
of plants, entry in new geographies or exit from existing markets, please refer chapter titled “Business
Overview” beginning on page no. 97 of this Prospectus.
DEFAULTS OR RESCHEDULING / RESTRUCTURING OF BORROWINGS WITH FINANCIAL
INSTITUTIONS/BANKS
There have been no instances of defaults or rescheduling/restructuring of borrowings with financial
institutions or banks as on the date of this Prospectus.

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CHANGES IN THE ACTIVITIES OF OUR COMPANY DURING THE LAST FIVE (5) YEARS
There has been no change in the activities of our Company during the last five (5) years which may have
had a material effect on the statement of profit & loss of our Company, including discontinuance of a line
of business, loss of agencies or markets and similar factors.
ACQUISITION OR DIVESTMENTS OF BUSINESS / UNDERTAKINGS, MERGERS AND AMALGAMATIONS IN
LAST TEN (10) YEARS
There are no mergers and amalgamation etc. with respect to our Company and we have not acquired any
business/undertaking since the incorporation.
REVALUATION OF ASSETS IN LAST TEN (10) YEARS
Our Company has not revalued its assets since incorporation and has not issued any Equity Shares
(including bonus shares) by capitalizing any revaluation reserves.
STRATEGIC PARTNERS
Our Company does not have any strategic partners as on Prospectus.
FINANCIAL PARTNERS
Our Company does not have any financial partner.
HOLDING COMPANY
Our Company does not have a holding company as on the date of this Prospectus.
SUBSIDIARIES
Our Company has no Subsidiaries as on the date of this Prospectus.
JOINT VENTURES
Our Company has no joint-ventures as on the date of this Prospectus.
SHAREHOLDERS AND OTHER MATERIAL AGREEMENTS
a) Key terms of all subsisting shareholders’ agreements, if any:
There are no subsisting shareholder’s agreements among our shareholders in relation to our
Company, to which our Company is a party or otherwise has notice of the same as on the date of this
Prospectus.
b) Agreement with key managerial personnel or Directors or Promoters or any other employee of the
Company:
There are no agreements entered into by key managerial personnel or Directors or Promoters or any
other employee, 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 the Company.
c) Guarantee provided to the third parties by the promoter offering shares it shares in the proposed
offer for sale
As our issue is consist of Fresh Equity shares only, thus there is no guarantee provided by our promoter
to third parties in the proposed offer for sale.

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d) Key terms. dates, parties to and general nature of any other subsisting material agreements
including with strategic partners, joint venture partners and/or financial partners:
As on the date if this Prospectus there are no subsisting material agreements including with strategic
partners, joint venture partners and/or financial partners, entered into, other than in the ordinary
course of business of the issuer.
e) Other Material Agreement:
Our Company has not entered into any subsisting material agreements including with strategic
partners, joint venture partners and/or financial partners, entered into, other than in the ordinary
course of business of the Company.

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 OUR MANAGEMENT
The following table sets forth the details of our Board as on the date of this Prospectus:
Name, DIN, Designation, Address, Occupation, Term, Other directorships
Period of Directorship and Date of Birth
Rajesh Shah • Divya Ply Agency Private Limited
DIN: 02038392 • Rajesh Multitrade Private Limited
Designation: Chairman and Managing Director • Nexon Boards LLP
Date of Birth: November 21, 1965 • Euro Panel Industries LLP*
Age: 55 years
Occupation: Business
Address: A 801, Aquaria Grande CHS, Devidas Lane, Borivali
(West), Mumbai-400103, Maharashtra, India.
Term: Liable to retire by Rotation
Period of Directorship: for five (5) consecutive years w.e.f.
August 25, 2021

Divyam Shah • Rajesh Multitrade Private Limited

DIN: 05129462 • Euro Panel Industries LLP*
Designation: Whole-Time Director
Date of Birth: March 23, 1993
Age: 28 years
Occupation: Business
Address: A 801, 8th Floor, Aquaria Grande CHS, Devidas
Lane, Borivali (West), Mumbai-400103, Maharashtra, India.
Term: Liable to retire by Rotation
Period of Directorship: for five (5) consecutive years w.e.f.
August 25, 2021

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 Name, DIN, Designation, Address, Occupation, Term, Other directorships
Period of Directorship and Date of Birth
Barkharani Nevatia • Shree Pushkar Chemicals &
DIN: 08531880 Fertilisers Limited

Designation: Independent Director • Kedia Construction Company

Limited
Date of Birth: July 06, 1994
• Nitin Castings Limited
Age: 27 years
• Kirti Investments Limited
Occupation: Business
Address: Flat No. 303, Gangapreet, ITI Road, Be-Saraswat
Bank, Aundh, Pune-411007, Maharashtra, India.
Period of Directorship: for five (5) consecutive years w.e.f.
August 25, 2021

NIL
Alok Rungta
DIN: 09310321
Designation: Independent Director
Date of Birth: February 08, 1973
Age: 48 years
Occupation: Business
Address: Plot No. 222, Pitreshwari Apartment, Nandanvan
Layout, Hanuman Nagar, Nagpur-4440009, Maharashtra,
India.
Period of Directorship: for five (5) consecutive years w.e.f.
September 04, 2021
NIL
Daisy Dsouza
DIN: 09348309
Designation: Additional Independent Director
Date of Birth: July 30, 1972
Age: 49 years
Occupation: Self-Employed
Address: 31-3, Kabiraahram Pandurang Budhkar Marg,
Worli, Mumbai-400013, Maharashtra
Period of Directorship: for five (5) consecutive years w.e.f.
October 12, 2021
*Euro Panel Industries LLP is under Process of Strike Off)

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Brief Biographies of our Directors
Rajesh Shah, aged 55 years, Promoter of our Company, has been appointed as a Director of our Company
since Incorporation i.e. December 18, 2013. Further, he was appointed as Chairman and Managing
Director of the Company on August 25, 2021. He has persued his higher education in Arts filed from L.S.
Rahesja College of Arts and Commerce, Santacruz. He has experience of more than a decade in Aluminum
Composite Panel industry. He looks after Finance, Expansion and business development, marketing and
brand building activities of the Company
Divyam Shah, aged 28 years, appointed on August 08, 2014 as an Additional Non-Executive Director of
our Company. Later, his designation was changed to Executive Director on September 30, 2014.
Subsequently he was appointed as Whole-Time Director on August 25, 2021. He has completed Bachelor
of Business Administration (BBA) from Narsee Monjee Institute of Management Studies (NMIMS) . He also
looks after procurement, production, branding & marketing activities in the Company.
Barkharani Nivetia, aged 27 years, was appointed as an Independent Director of our Company on August
25, 2021. She is a qualified Chartered Accountant from ICAI and LLB graduate. She has experience in the
fields of corporate tax compliances, statutory audits, GST and Income Tax.
Alok Rungta aged 48 years years, was appointed as an Additional Independent Director of our Company
on September 04, 2021 and regularized as Independent Director on September 30, 2021. He is a
Insolvency Professional. He a Commerce graduate from Nagpur University. He also possesses Master of
Business Administration Degree from Mumbai University. He has experience of handling legal cases and
general administration activities of the companies.
Daisy Dsouza aged 49 years, was appointed as an Additional Independent Director of our Company on
October 12, 2021. She is a Commerce graduate from University of Mumbai.
Terms of Appointment & Remuneration to Executive Directors
Rajesh Shah
He was appointed on December 18, 2013 as a Director of our Company. Further, he was appointed as
Chairman and Managing Director of the Company on August 25, 2021. The remuneration shall not exceed
5% of the net profit of the Company as per the Companies Act, 2013. With the authority of the Nomination
and Remuneration Committee of the Board may alter the remuneration as it may deem fit. He is
appointed for the period of five (5) consecutive years w.e.f. August 25, 2021.
Divyam Shah,
He was appointed on August 08, 2014 as an Additional Non-Executive Director of our Company. Later he
was appointed as Executive Director on September 30, 2014. Subsequently he was appointed as Whole-
Time Director on August 25, 2021. The remuneration shall not exceed 5% of the net profit of the Company
as per the Companies Act, 2013. With the authority of the Nomination and Remuneration Committee of
the Board may alter the remuneration as it may deem fit. He is appointed for the period of five (5)
consecutive years w.e.f. August 25, 2021.
Compensation paid to Executive Directors during preceding FY 2020-2021
Name of the Directors Amount (₹ in lakhs)
Rajesh Shah 21.07
Divyam Shah 19.27

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Payment or benefit to Non -Executive Directors and Independent Directors of our Company
Non-Executive Director(s) and Independent Director(s) shall be paid sitting fees as decided by the Board
of our Company from time to time.
Payment of benefits (non-salary related)
Except as disclosed above, no amount or benefit has been paid or given within the two (2) years preceding
the date of filing of this Prospectus or is intended to be paid or given to any of our Directors except the
remuneration for services rendered and/or sitting fees as Directors.
Contingent and deferred compensation payable to Directors
There is no contingent or deferred compensation payable to our directors, which does not form part of
their remuneration.
Relationship between our Directors and Directors and KMPs
Except as mentioned below, as on the date of this Prospectus, none of our Directors and KMPs are related
to each other as per section 2(77) of the Companies Act, 2013.
Director Other Director Relation with Other Director
Rajesh Shah Divyam Shah Father-Son
Bonus or profit-sharing plan for the Directors
None of the Directors are party to any bonus or profit-sharing plan of our Company.
Shareholding of Directors in our Company
As per our AOA, our directors are not required to hold any qualification shares.
The shareholding of our Directors in our Company as on the date of this Prospectus is set forth below:
Name of director Number of equity shares
Rajesh Shah 67,06,521
Divyam Shah 21,53,000
Confirmations
None of our Directors is or was a Director of any listed companies, whose shares have been or were
suspended from being traded on any stock exchanges having nationwide terminals, during the five (5)
years preceding from the date of this Prospectus, during their term of directorship in such company.
None of our Directors have been or was identified as a wilful defaulter as defined under SEBI ICDR
Regulations.
No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any
of our Directors or to the firms, trusts or companies in which they have an interest in, by any person,
either to induce him to become or to help him qualify as a Director, or otherwise for services rendered by
him or by the firm, trust or company in which he is interested, in connection with the promotion or
formation of our Company.
Details of any arrangement or understanding with major shareholders, customers, suppliers or others
As on the date of this Prospectus, our Company has no arrangement or understanding with any major
shareholders, customers or suppliers and none of our directors or members of senior management were

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appointed pursuant to any arrangement or understanding with any major shareholders, customers,
suppliers or others.
Service contracts with Directors
There are no other services contract with the Directors pursuant to which they are entitled to any benefits
upon termination of employment as on the date of this Prospectus.
Borrowing Powers of the Board
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or
secure the payment of any sum of money for the purposes of our Company. Pursuant to a resolution
passed by the Shareholders at its meeting held on August 25, 2021 in accordance with Section 180 of the
Companies Act and rules made there under, the Board approved that the Company may borrow from time
to time, loan from Directors / Banks / Financial Institutions, any sum or sums of monies, which together
with the money already borrowed by the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business) provided that the total outstanding amount so
borrowed shall not any time exceed the limit of ₹ 250 Crores ( Rupees Two Hundred and Fifty Crores).
Directorships of Directors in listed companies
None of our Directors are, or for the five (5) years prior to the date of this Prospectus, have been on the
board of directors of any listed company whose shares have been/were suspended from being traded on
any of the stock exchanges, during his/her tenure.
None of our Directors has been or is a director on the board of directors of any listed company which has
been /was delisted from any stock exchange(s), during their tenure.
Interest of directors
All our Non-Executive Directors including Independent Directors may be deemed to be interested to the
extent of sitting fees payable to them for attending meetings of the Board or a committee thereof and as
well as to the extent of reimbursement of expenses payable to them under the Articles. Our executive
Directors deemed to be interested to the extent of remuneration payable to them pursuant to Articles of
the Company and resolution approved by the Board of Directors/ Members of our Company, as the case
may be, time to time for services rendered as an officer or employee of our Company. The Directors may
also be deemed to be interested in the Equity Shares, if any, held by them and/or any Equity Shares that
may be held by their relatives, the companies, firms and trusts, in which they are interested as directors,
members, partners, trustees, beneficiaries and promoters and in any dividend distribution which may be
made by our Company in the future. For the shareholding of the Directors, please refer chapter titled “Our
Management - Shareholding of Directors in our Company” beginning on page no. 65 of this Prospectus.
Other than our Directors who are Promoters of our Company, no other Directors have any interest in the
promotion of our Company other than in the ordinary course of business.
Except as stated in the chapter “Business Overview” beginning on page no. 97 of this Prospectus and in
the chapter “Restated Financial Statement” beginning on page no. 149 none of our Directors have any
interest in the property acquired or proposed to be acquired by our Company.
Except as stated in “Restated Financial Statement” beginning on page no. 149 and as disclosed in this
section, our Directors do not have any other interest in our Company or in any transaction by our Company
including, for acquisition of land, construction of buildings or supply of machinery.

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Changes in the board of directors in the last three (3) years
There has been no change in the Board of Directors, except as stated below during the last three (3) years
immediately preceding the date of filing of this Prospectus:
Sr. Name Date of Event/ Designation Reason
No Change
1. Bharkharani Nivetia August 25, 2021 Independent Director Appointment
2. Rajesh Shah August 25, 2021 Chairman and Managing Change in
Director Designation
3. Divyam Shah August 25, 2021 Whole Time Director Change in
Designation
4. Alok Rungta September 04, 2021 Additional Independent Appointment
Director
5. Alok Rungta September 30, 2021 Independent Director Regularisation
6. Daisy Dsouza October 12, 2021 Additional Independent Appointment
Director
Corporate Governance
In addition to the applicable provisions of the Companies Act with respect to corporate governance,
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent
applicable to the entity whose shares are listed on Stock Exchange and shall be applicable to us
immediately upon the listing of our Equity Shares with the Stock Exchange. We are in compliance with the
requirements of the applicable regulations, including SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act in respect of corporate governance including
constitution of the Board and committees thereof.
Our Board has been constituted in compliance with the Companies Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations. The Board functions either as a full board or through various
committees constituted to oversee specific functions
Committees of the Board of directors
Our Board of Directors presently has three (3) committees which have been constituted in accordance
with the relevant provisions of the Companies Act and SEBI Listing Regulations: (i) Audit Committee, (ii)
Nomination and Remuneration Committee and (iii) Stakeholders Relationship Committee
(i) Audit Committee
Our Company has re-constituted an Audit Committee as per Section 177 of the Companies Act vide
resolution passed in the meeting of our Board dated October 13, 2021. The constitution of the Audit
Committee is as follows:
Name of Director Position in the Committee Designation
Alok Rungta Chairman Independent Director
Bharkharani Nevatia Member Independent Director
Rajesh Shah Member Managing Director
The scope and function of the Audit Committee is in accordance with section 177 of the Companies Act.
The recommendations of the Audit Committee on any matter relating to financial management, including
the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of
the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board

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Meeting and the same has to be communicated to the shareholders. The Chairman of the Audit
committee has to attend the Annual General Meetings of the Company to provide clarifications on
matters relating to the audit.

Terms of Reference of Audit Committee

The terms of reference of the Audit Committee are given below:
(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the
company;
(ii) review and monitor the auditor’s independence and performance, and effectiveness of audit process;
(iii) examination of the financial statement and the auditors’ report thereon;
(iv) approval or any subsequent modification of transactions of the company with related parties;
(v) scrutiny of inter-corporate loans and investments;
(vi) valuation of undertakings or assets of the company, wherever it is necessary;
(vii) evaluation of internal financial controls and risk management systems;
(viii) monitoring the end use of funds raised through public offers and related matters.
(ix) any other responsibility as may be assigned by the board from time to time.
Meeting and Quorum of the Committee:
The committee shall meet at least four (4) times in a year and not more than four (4) months shall elapse
between any two meetings. The quorum for the meeting shall be presence of any two members of the
committee, but there shall be presence of minimum two independent members at each meeting.
(ii) Nomination and Remuneration Committee
Our Company has re-constituted a Nomination and Remuneration committee as per section 178 of the
Companies Act vide resolution passed in the meeting of Board dated October 13, 2021. The constitution
of the Nomination and Remuneration committee is as follows:
Name of Director Position in the Committee Designation
Barkharani Nevatia Chairman Independent Director
Alok Rungta Member Independent Director
Daisy Dsouza Member Additional Independent Director
The scope and functions of the Nomination and Remuneration Committee are in conformity with the
requirements of section 178 of the Companies Act.
The terms of reference of the Nomination and Remuneration Committee, inter alia includes the
following:
(i) Any member of this Committee may be removed or replaced at any time by the Board. Any member
of this committee ceasing to be a director shall also be ceased to be a member of the Nomination and
Remuneration Committee.
(ii) the Committee be and is hereby authorised to formulate the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the board a policy, relating to
the remuneration for the directors, KMP and other employees.

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 (iii) the Committee be and is hereby authorized to identify persons who are qualified to become directors
and who may be appointed in senior management in accordance with the criteria laid down,
recommend to the board their appointment and removal and carry out evaluation of every directors’
performance.
Meetings and Quorum: The committee shall meet as and when the need arise for review of Managerial
Remuneration. The quorum of the meeting shall be presence of any two members.
(iii) Stakeholders Relationship Committee
Our Company has Stakeholders Relationship Committee as per the Section 178 of the Companies Act vide
resolution passed in the meeting of Board dated October 13, 2021. The constitution of the Stakeholders
Relationship Committee is as follows:
Name of Director Position in the Committee Designation
Barkharani Nevatia Chairman Independent Director
Daisy Dsouza Member Additional Independent Director
Divyam Shah Member Whole Time Director
The Company Secretary and Compliance Officer of the Company would act as the Secretary to the
Stakeholder’s Relationship Committee.
The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our
Company. The scope and functions of the Stakeholders Relationship Committee are in conformity with
the requirements of section 178 of the Companies Act.
The terms of reference of the Stakeholders Relationship Committee, inter alia includes the following:
i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares
and debentures;
ii. Redressal of security holders’s/investor’s complaints Efficient transfer of shares; including review
of cases for refusal of transfer / transmission of shares and debentures;
iii. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures
or any other securities;
iv. Issue of duplicate certificates and new certificates on split/consolidation/renewal;
v. Allotment and listing of shares;
vi. Reference to statutory and regulatory authorities regarding investor grievances; and
vii. To otherwise ensure proper and timely attendance and redressal of investor queries and
grievances;
viii. Any other power specifically assigned by the Board of Directors of the Company
Meetings and Quorum: The Stakeholder/ Investor Relationship Committee shall meet at least once a year
and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received
from the shareholders of the Company. The quorum for the meeting shall be the presence of any two of
the members out of which one shall be a Non-Executive Director.

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ORGANIZATION STRUCTURE

Rajesh Shah
(Chairman and Managing
Director)

Daisy Dsouza
Divyam Shah Rahul Gada Shrenik Bhavsar Alok Rungta Barkharani Nivetia
(Additional
(Whole Time Director) (Chief Operating Officer) (Chief Financial Officer) ( Independent Director) Independent Director) (Independent Director)

Sales Team Sales

(Gujarat, Tamil Nadu, Production Planning Order Process (Gujarat, Tamil Nadu,
Factory Staff MIS Executive Fiannce and Accounts Team
Andhra Pradesh and Assistant Manager Sr. Executive Andhra Pradesh and
Telangana) Telangana)

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 OUR KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel are permanent employees of our Company.
Brief Profile of Key Managerial Personnel:
Rajesh Shah, Chairman and Managing Director
Please refer chapter titled “Our Management - Brief Biographies of our Directors” beginning on page no.
129 of this Prospectus
Divyam Shah, Whole Time Director
Please refer chapter titled “Our Management - Brief Biographies of our Directors” beginning on page no.
129 of this Prospectus
Shrenik Bhavsar, Chief Financial Officer
Shrenik Bhavsar was appointed as Chief Financial Officer of the Company in the Board Meeting held on
August 25, 2021. He is a qualified Chartered Accountant from Institute of Chartered Accountant of India.
His role in the Company is to look after the financial areas of the Company. The remuneration paid to him
in the financial year 2020-2021 was Nil.
Hiral Shah, Company Secretary and Compliance Officer
Our Board of Directors has appointed Hiral Shah as Company Secretary and Compliance Officer in their
meeting held on March 01, 2019. She holds the degree of Company Secretary from Institute of Company
Secretaries of India. Her role in the Company is to handle the secretarial compliances, SEBI compliances
and compliances in accordance with Companies Act, 2013 and other applicable laws enforced in India.
The remuneration paid to her in the financial year 2020-2021 was 1.95 Lakhs
Nature of any family relation between any of the key managerial personnel
Except mentioned below, none of other Directors or Key Managerial Personnel’s and Promoters are
related to each other.
Director Other Director Relation with another Director
Rajesh Shah Divyam Shah Father-Son
Contingent or deferred compensation
No contingent or deferred compensation was paid to any of our Key Managerial Personnel for Fiscal 2021.
Arrangement or understanding with major shareholders, customers, suppliers or others
As on the date of this Prospectus, our Company has no arrangement or understanding with any major
shareholders, customers or suppliers or others, pursuant to which any of the Directors or Key managerial
personnel were selected as a Key Managerial Personnel or member of the senior management.
Compensation paid to Key Managerial Personnel during last financial year i.e., 2020-2021
For details of the compensation paid to our Key Managerial Personnel during preceding Financial Year
2020-21 refer “Our Management – Compensation paid to Executive Directors during FY 2020-21” on
beginning page no. 129 and “Restated Financial Statement” beginning on page no.149 of this Prospectus.

Service Contracts with Key Managerial Personnel

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Our Company have not entered in to any service contracts Key Managerial Personnel as on the date of
this prospectus.
Interest of Key Managerial Personnel
Other than as provided in “Our Management – Interest of Directors” and to the extent of the
remuneration, benefits, interest of receiving dividends on the Equity Shares held by them, if any,
reimbursement of expenses incurred in the ordinary course of business, our Key Managerial Personnel do
not have any other interest in the Company.
No loans have been availed by our Key Managerial Personnel from our Company as on the date of this
Prospectus.
Bonus or profit-sharing plan for Key Managerial Personnel
Except for the payments and compensation required to be paid under the laws of India, there is no profit-
sharing plan for the Key Managerial Personnel Status of Key Managerial Personnel.
All our Key Managerial Personnel are permanent employees of our Company.
Shareholding of the Key Managerial Personnel
The shareholding of our Key Managerial Personnel in our Company as on the date of this Prospectus is set
forth below:
Name of director Number of equity shares
Rajesh Shah 67,06,521
Divyam Shah 21,53,000
Changes in Key Managerial Personnel
Except as mentioned below, there has been no change in Key Managerial Personnel during the last three
(3) years preceding the date of this Prospectus are set forth below:

Sr. Date of Event/ Designation

Name Reason
No change
1 Hiral Shah March 01, 2019 Company Secretary Appointment
2 Rajesh Shah August 25, 2021 Chairman and Managing Director Appointment
3 Divyam Shah August 25, 2021 Whole Time Director Appointment
4 Shrenik Bhavsar August 25, 2021 Chief Financial Officer Appointment
Attrition of Key Managerial Personnel
The attrition of Key Management Personnel is not high in our Company compared to the industry
Employees’ Stock Option Plan
As on date of this Prospectus, our Company have not issued any employee stock option scheme.
Service Contracts with KMPs
Our Company do not have any service contract with the KMP pursuant to which they are entitled to any
benefits upon termination of employment.
Payment or benefits to officers of our Company

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Except as disclosed in this Prospectus, other than statutory payments and remuneration, no amount or
benefits has been or given to any officer of our company within two (2) years preceding the date of filing
of this this Prospectus or is intended to be paid or given other than in the ordinary course of their
employment.

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 OUR PROMOTER AND PROMOTER GROUP
Our Promoter
The Promoters of our Company are Rajesh Shah and Divyam Shah
As on the date of this Prospectus, our Promoters hold in aggregate 88,59,521 Equity Shares of face value
₹ 10 each, representing 49.22 % of the issued, subscribed and paid-up Equity Share capital of our
Company.
Details of Individual Promoter of our Company

Rajesh Shah, aged about 55 years. He is the Chairman and

Managing Director of the Company.
Address: A 801, Aquaria Grande CHS, Devidas Lane, Borivali
(West), Mumbai-400103, Maharashtra, India.
Date of Birth: November 21, 1965
Permanent Account Number: AADPS2989M
Aadhar No.: 4647 7949 2225
Driving License No.: MH02 2007 003 0369
For further details of his educational qualifications,
experience, position/posts held in the past directorships
held and special achievements, please refer to section
titled “Our Management” beginning on page no. 129 of this
Prospectus.

Divyam Shah, aged about 28 years. He is the Whole-Time

Director of the Company.
Address: A 801, 8th Floor, Aquaria Grande CHS, Devidas
Lane, Borivali (West), Mumbai-400103, Maharashtra,
India.
Date of Birth: March 23, 1993
Permanent Account Number: DPHPS6150A
Aadhar No.: 4168 0886 9334
Driving License No.: MH02 20110050107
For further details of his educational qualifications,
experience, position/posts held in the past directorships
held and special achievements, please refer to section
titled “Our Management” beginning on page no. 129 of
this Prospectus.

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DECLARATION
Our Company confirms that the Permanent Account Number (PAN), Bank Account Number(s) and
Passport Number(s) of our Promoter shall be submitted to National Stock Exchange of India Limited at the
time of filing of Prospectus.
Other Ventures of our Promoter
Other than as disclosed in the chapter “Our Management, Our Promoter and Promoter Group, “Our Group
Companies” beginning on page nos. 129, 141, and 145 of this Prospectus, our Promoter are not involved
in any other ventures.
Nature and extent of the interest, if any, of directors:
For further details, please refer Chapter “Our Management” beginning on page no. 129 of this Prospectus.
Nature and extent of the interest, if any, group companies:
For further details, please refer Chapter “Our Group Companies” beginning on page no. 145 of this
Prospectus.
Interest in promotion of our Company
Our Promoter are interested in the promotion of our Company and to the extent of their respective direct
or indirect shareholdings in our Company and the dividend declared, if any and any other distributions
paid by the Company. Our Promoter may also be interested to the extent of the shareholding of their
relatives in our Company.
Our Promoter is also interested in our Company to the extent of being Directors of our Company and the
remuneration and reimbursement of expenses payable to them in such capacities.
Our Promoter may also be interested to the extent of providing personal guarantees for some of the loans
taken by our Company and also to the extent of unsecured loans.
No sum has been paid or agreed to be paid to our Promoter and our Promoter are not interested as
members of any firm or any company and hence no sum has been paid or agreed to be paid to such firm
or company in cash or shares or otherwise by any person for services rendered by our Promoter or by
such firm or company in connection with the promotion or formation of our Company.
For further details, please refer chapters titled “Capital Structure”, “Restated Financial Statement” and
“Our Management” beginning on pages no. 65, 149 and 129, respectively of this Prospectus.
Interest in the properties of our Company
Except as stated in the chapter “Business Overview” beginning on page no. 97 of this Prospectus and in
the chapter titled “Restated Financial Statement” beginning on page no. 149 of this Prospectus none of
our Promotor have any interest in the property acquired by or proposed to be acquired by our Company
during a period of three (3) years prior to filing of the Prospectus.
Other Interest
Except as mentioned in chapters titled “Business Overview” “History and certain Corporate Matters” and
“Restated Financial statement” beginning on page nos. 97, 124 and 149 of this Prospectus respectively.
Our Promoter are not interested in any transaction for acquisition of land or property, construction of
building and supply of machinery, or any other contract, agreement or arrangement entered into by the
Company and no payments have been made or are proposed to be made in respect of these contracts,
agreements or arrangements.

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Payment of benefits to our Promoter and Promoter Group during the last two (2) years
Except in the ordinary course of business and as stated in section “Financial Statements” beginning on
page no. 149 of this Prospectus, there has been no payments or benefits to our Promoter during the last
two (2) years preceding the date of filing of this Prospectus, nor is there any intention to pay or give any
benefit to our Promoter and Promoter Group as on the date of this Prospectus.
Change in the Management and control of Our Company
Our Promoter is the original Promoter of the Company and there has not been any change in the
management or control of our company within five (5) years immediately preceding the date of this
Prospectus.
Experience of our Promoter in the business of Our Company
For details in relation to experience of our Promoter in the business of our Company, please refer Chapter
“Business Overview” and “Our Management” beginning on page no. 97 and 129 respectively of this
Prospectus.
Litigation involving our Promoter
For details of legal and regulatory proceedings involving our Promoter, please refer chapter titled
“Outstanding Litigation and Material Developments” beginning on page nos. 204 of this Prospectus.
Material Guarantees by our Promoter
Except as stated in the chapter titled "Financial Indebtedness” and section titled "Financial Statements"
on beginning on page no. 199 and 149 of this Prospectus, respectively, there are no material guarantees
given by the Promoter to third parties with respect to specified securities of the Company as on the date
of this Prospectus.
Details of Companies / Firms from which our Promoter have disassociated
Except mentioned, our Promoter, have not disassociated themselves from any firms or companies in the
last three (3) years preceding this Prospectus.
Sr No. Name of the Entity Name of the Promoter Reason
1. Euro Panel Industries LLP Rajesh Shah and Divyam Under Process of Strike
Shah Off
Our Promoter Group
In addition to our Promoters, the following individuals, companies form part of our Promoter Group in
terms of SEBI ICDR Regulation 2(1) (pp) of the SEBI ICDR Regulations:
The natural persons who are part of the Promoter Group (due to their relationships with our Promoter),
other than our Promoter, are as follows:
Promoter Rajesh Shah Divyam Shah
Father Nanalal Shah Rajesh Shah
Mother Niranjana Shah Krishna Shah
Spouse Krishna Shah --
Brother Jitendra Shah --
Sister Priti Sanghvi, Snehalata Sheth Yashvi Shah
Son Divyam Shah --
Daughter Yashvi Shah --

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 Spouse's Father Hemchand Mehta --
Spouse's Mother Harsha Mehta --
Spouse's Brother Bharat Mehta, --
Spouse's Sister Bhavna Shah, , Heena Shah and --
Daxa Mehta
(b) Companies/Entities forming part of the Promoter Group:
As per Regulation 2(1)(pp)(iii and iv) of the SEBI ICDR Regulations, the following Companies / Trusts
/Partnership firms / HUFs or Sole Proprietorships shall form part of our Promoter Group
Sr. No. Name of the Entity/Company
1. Rajesh Multitrade Private Limited
2. Divya Ply Agency Private Limited
3. Rajesh N Shah HUF
4. Nexon Board LLP
5. Euro Panel Industries LLP*
* Under process of Strike off.
Shareholding of the Promoter Group in our Company
For details of the shareholding of our Promoter and Promoter Group as on the date of this Prospectus,
please refer chapter titled “Capital Structure” beginning on page no. 65 of this Prospectus.

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 OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, for the purpose of identification of “Group Companies”, our
Company has considered:
• companies (other than our Promoter) with which there were related party transactions, during the
period for which financial information is disclosed in this Prospectus, as covered under Accounting
Standard 18; and
• other companies that are considered material by our Board.
For the purpose of avoidance of doubt and pursuant to regulation 2(1)(t) of SEBI ICDR Regulations, 2018
it is clarified that our promoters and subsidiaries will not be considered as Group Companies
Our Company is providing links to such websites solely to comply with the requirements specified under
the SEBI ICDR Regulations. The Group Company Financial Information and other information provided on
the websites given below does not constitute a part of this Prospectus. Such information should not be
considered as part of information that any investor should consider to purchase any securities of our
Company and should not be relied upon or used as a basis for any investment decision.
Neither our Company nor any of the Lead Manager nor any of the Company’s, the Lead Managers’ or
respective directors, employees, affiliates, associates, advisors, agents or representatives accept any
liability whatsoever for any loss, direct or indirect, arising from any information presented, contained or
referred in the Group Company Financial Information or any other information provided on the websites
given below.
Details of our Group Companies
Name Registered Office Website Address for
Financial Information
Divya Ply Agency 703-705, 7th Floor, Aravalli Business Centre, www.divyaplyagency.com
Private Limited Ramdas Sutrale Road, Borivali (West), Mumbai
400092, Maharashtra, India.
Rajesh Multitrade 701, 7th floor, Aravalli Business Centre, Ramdas www.eurobondacp.com
Private Limited Sutrale Road, Borivali (West), Mumbai 400092,
Maharashtra, India.
Nature and Extent of Interest of Group Companies
a. In Promotion of our Company
Except as stated in the chapter “Restated Financial Statements” beginning on page no. 149,
none of our group companies any interest in the promotion of our Company.
b. In the properties acquired or proposed to be acquired by our Company in the past three
years prior to filing this Prospectus
Except as stated in the chapter “Restated Financial Statements” beginning on page no. 149,
none of our group companies are interested in the properties acquired or proposed to be
acquired by our Company in the past three years prior to filing this Prospectus.

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 c. In transactions for acquisition of land, construction of building and supply of machinery
Except as stated in the chapter “Restated Financial Statements” on beginning on page no.
149, none of our group companies are interested in any transaction for the acquisition of land,
construction of building and supply of machinery.
Related business transactions within the Group Companies and significance on the financial
performance of our Company
For more details on Related Business Transaction within the Group Companies and significance on the
financial performance of our Company, please refer chapter titled “Restated Financial Statement”
beginning on page no. 149 of this Prospectus.
Common Pursuits between our Group Companies and our Company
Our Group Companies are not engaged in the similar line of business activity as of our Company. For
details, please refer section titled “Financial Statements” beginning on page no. 149 of this
Prospectus.
Business and other interests
None of our Group Companies have any business or other interest in our Company except as
otherwise disclosed below and in “Financial Statements” on page no. 149 of this Prospectus
Certain other confirmations
None of the securities of our Group Companies are listed on any stock exchange.
None of our Group Companies have made any public or rights issue in the three immediately
preceding years
Pending Litigation
LITIGATION RELATING TO OUR GROUP COMPANIES
1. DIVYA PLY AGENCY PRIVATE LIMITED
2. RAJESH MULTITRADE PRIVATE LIMITED
A. LITIGATION AGAINST OUR GROUP COMPANIES
1. Litigation Involving Criminal Laws
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
NIL
(i) Direct Tax Liabilities
NIL
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations

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NIL
B. LITIGATION BY OUR GROUP COMPANIES
1. Litigation Involving Criminal Laws
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
NIL
(i) Direct Tax Liabilities
NIL
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL

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 DIVIDEND POLICY
The declaration and payment of dividends will be recommended by the Board of Directors and approved
by majority of the Shareholders, at their discretion, subject to the provisions of the Articles of Association
of the Company and the Companies Act, 2013. The declaration of dividend, if any, will depend on a number
of factors, including but not limited to the future expansion plans and capital requirements, profit earned
during the financial year, capital requirements, and surpluses, contractual restrictions, liquidity and
applicable taxes including dividend distribution tax payable by our Company and any other factors
considered by our Board of Directors.
The Articles of Association also provides discretion to our Board to declare and pay interim dividends. In
addition, our ability to pay dividends may be impacted by a number of factors, including restrictive
covenants under the loan or financing arrangements our Company is currently availing of or may enter
into to finance our fund requirements for our business activities. For further details, please refer chapter
titled “Financial Indebtedness” beginning on page no. 199 of this Prospectus.
Our Company has not adopted any Formal Dividend Distribution Policy as on the date of this Prospectus.
Our Company has not declared and/or paid any dividend on the Equity Shares since Incorporation.

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 SECTION VI – FINANCIAL STATEMENTS
RESTATED FINANCIAL STATEMENT
AUDITORS’ REPORT ON RESTATED FINANCIAL INFORMATION

Independent Auditor’s Report on Restated Financial Statements

To,
The Board of Directors
Euro Panel Products Limited
(Formerly known an Euro Panel Products Private Limited)
702, 7th Floor, Aravalli Business Centre,
Ramdas Sutrale Road, Borivali (West),
Mumbai - 400 092

1. We have examined the attached restated financial information of Euro Panel Products Limited,
(Formerly known an Euro Panel Products Private Limited) (hereinafter referred to as “the
Company”) comprising the restated statement of assets and liabilities as at June 30, 2021 and
March 31, 2021, 2020 and 2019, restated statement of profit and loss and restated cash flow
statement for the financial year ended on June 30, 2021 and March 31, 2021, 2020 and 2019and
the summary statement of significant accounting policies and other explanatory information
(collectively referred to as the “Restated Financial Information” or “Restated Financial Statements”)
annexed to this report and initiated by us for identification purposes. These restated financial
statements have been prepared by the management of the Company and approved by the board
of directors at their meeting in connection with the proposed Initial Public Offering on Emerge
Platform of National Stock Exchange of India Limited (“NSE EMERGE”) of the company.
2. These restated summary statements have been prepared in accordance with the requirements of:
a. Section 26 of Part – I of Chapter III of Companies Act, 2013 (the “Act”) read with Companies
(Prospectus and Allotment of Securities) Rules 2014;
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 (“ICDR Regulations”) and related amendments / clarifications from time to
time issued by the Securities and Exchange Board of India (“SEBI”);
c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accountants of India (“Guidance Note”)
3. The Company’s Board of Directors is responsible for the preparation of the Restated Financial
Statements for inclusion in the Draft Prospectus/ Prospectus to be filed with EMERGE Platform of
National Stock Exchange of India Limited in connection with the proposed IPO. The Restated
Financial Statements have been prepared by the management of the Company on the basis of
preparation stated in Annexure IV to the Restated Financial Statements. The responsibility of the
board of directors of the Company includes designing, implementing and maintaining adequate
internal control relevant to the preparation and presentation of the Restated Financial Statements.
The board of directors are also responsible for identifying and ensuring that the Company complies
with the Act, ICDR Regulations and the Guidance Note.
4. We have examined such restated financial statements taking into consideration:

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 a. The terms of reference and terms of our engagement letter requesting us to carry out the
assignment, in connection with the proposed IPO;
b. The Guidance Note also requires that we comply with the ethical requirements of the Code of
Ethics issued by the ICAI;
c. Concepts of test checks and materiality to obtain reasonable assurance based on verification
of evidence supporting the Restated Financial Statements;
d. The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed
solely to assist you in meeting your responsibilities in relation to your compliance with the Act,
the ICDR Regulations and the Guidance Note in connection with the IPO.
5. The restated financial statements of the Company have been extracted by the management from
the audited financial statements of the Company for the year ended on June 30, 2021 and March
31, 2021, 2020 and 2019.
6. Audit for the financial year ended on June 30, 2021 and March 31, 2021, 2020 and 2019 was
conducted by M/s. Vipul M Shah & Associates. There are no audit qualifications in the audit reports
issued by the statutory auditors for the financial year ended on June 30, 2021 and March 31, 2021,
2020 and 2019 which would require adjustments in the restated financial statements of the
Company. The financial report included for these years is based solely on the report submitted by
them. Further financial statements for the financial year ended on March 31, 2021 and June 30,
2021 have been re-audited by us as per the relevant guidelines.
7. Based on our examination and according to information and explanations given to us, we are of the
opinion that the restated financial statements:
a. Have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping / reclassifications retrospectively in the financial years ended
on June 30, 2021 and March 31, 2021, 2020 and 2019.
b. do not require any adjustment for modification as there is no modification in the underlying
audit reports;
c. There are no extra-ordinary items that need to be disclosed separately in the accounts and
requiring adjustments.
d. Have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.
8. In accordance with the requirements of the Act including the rules made there under, ICDR
Regulations, Guidance Note and engagement letter, we report that:
a. The “restated statement of asset and liabilities” of the Company as at June 30, 2021 and
March 31, 2021, 2020 and 2019 examined by us, as set out in Annexure I to this report read
with significant accounting policies in Annexure IV has been arrived at after making such
adjustments and regroupings to the audited financial statements of the Company, as in our
opinion we reappropriate and more fully described in notes to the restated summary
statements to this report.
b. The “restated statement of profit and loss” of the Company for the financial year ended on
June 30, 2021 and March 31, 2021, 2020 and 2019 examined by us, as set out in Annexure II to
this report read with significant accounting policies in Annexure IV has been arrived at after
making such adjustments and regroupings to the audited financial statements of the Company,

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 as in our opinion were appropriate and more fully described in notes to the restated summary
statements to this report.
c. The “restated statement of cash flows” of the Company for the financial year ended on June
30, 2021 and March 31, 2021, 2020 and 2019 examined by us, as set out in Annexure III to this
report read with significant accounting policies in Annexure IV has been arrived at after making
such adjustments and regroupings to the audited financial statements of the Company, as in
our opinion were appropriate and more fully described in notes to restated summary
statements to this report.
9. 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 financial year ended on June 30, 2021 and March 31, 2021,
2020 and 2019 proposed to be included in the Draft Prospectus / Prospectus (“Offer Document”).
Annexure to restated financial statements of the Company: -
i) Summary statement of assets and liabilities, as restated as appearing in ANNEXURE I;
ii) Summary statement of profit and loss, as restated as appearing in ANNEXURE II;
iii) Summary statement of cash flows as restated as appearing in ANNEXURE III;
iv) Corporate Information, Significant accounting policies as restated and Notes to
reconciliation of restated profits as appearing in ANNEXURE IV;
v) Details of share capital as restated as appearing in Note 1 of ANNEXURE V to this report;
vi) Details of reserves and surplus as restated as appearing in Note 2 of ANNEXURE V to this
report;
vii) Details of long-term borrowings as restated as appearing in Note 3 of ANNEXURE V to this
report;
viii) Details of other long-term liabilities as restated as appearing in Note 4 of ANNEXURE V to
this report;
ix) Details of short-term borrowings as restated as appearing in Note 5 of ANNEXURE V to this
report;
x) Details of trade payables as restated as appearing in Note 6 of ANNEXURE V to this report;
xi) Details of other current liabilities as restated as appearing in Note 7 of ANNEXURE V to this
report;
xii) Details of short-term provision as restated as appearing in Note 8 of ANNEXURE V to this
report;
xiii) Details of property, plant & equipment as restated as appearing in Note 9 of ANNEXURE V
to this report;
xiv) Details of deferred tax assets (net) as restated as appearing in Note 10 of ANNEXURE V to
this report;
xv) Details of cash and cash equivalents as restated as appearing in Note. 11 of ANNEXURE V
to this report;

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 xvi) Details of other current assets as restated as appearing in Note 12 of ANNEXURE V to this
report;
xvii) Details of revenue from operations as restated as appearing in Note 13 of ANNEXURE V to
this report;
xviii) Details of other income as restated as appearing in Note 14 of ANNEXURE V to this report;
xix) Details of cost of raw material consumed as restated as appearing in Note 15 of ANNEXURE
V to this report;
xx) Details of cost of changes in inventories of finished goods as restated as appearing in Note
16 of ANNEXURE V to this report;
xxi) Details of employee benefit expenses as restated as appearing in Note 17 of ANNEXURE V
to this report;
xxii) Details of finance cost as restated as appearing in Note 18 of ANNEXURE V to this report;
xxiii) Details of other expenses as restated as appearing in Note. 19 of ANNEXURE V to this report;
xxiv) Details of earning per equity share as restated as appearing in Note. 20 of ANNEXURE V to
this report;
xxv) Details of related party transactions as restated as appearing in Note 21 of ANNEXURE V to
this report;
xxvi) Details of disclosure under accounting standard as restated as appearing in Note 22 of
ANNEXURE V to this report;
xxvii) Details of restated statement on adjustments to standalone audited financial statements
as appearing in ANNEXURE VI to this report;
xxviii) Details of Investments as restated as appearing in ANNEXURE VII to this report;
xxix) Details of Inventories as restated as appearing in ANNEXURE VIII to this report;
xxx) Details of trade receivables as restated as appearing in ANNEXURE IX to this report;
xxxi) Details of loans & advances as restated as appearing in ANNEXURE X to this report;
xxxii) Summary of significant accounting ratios as restated as appearing in ANNEXURE XI to this
report,
xxxiii) Capitalization statement as at June 30, 2021 as restated as appearing in ANNEXURE XII to
this report;
xxxiv) Statement of tax shelters as restated as appearing in ANNEXURE XIII to this report;
10. 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.
11. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
12. Our report is intended solely for use of the board of directors for inclusion in the offer document
to be filed with SEBI, EMERGE Platform National Stock Exchange of India Limited and Registrar of
Companies (Mumbai) in connection with the proposed IPO. Our report should not be used, referred

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 to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do
not accept or assume any liability or any duty of care for any other purpose or to any other person
to whom this report is shown or into whose hands it may come without our prior consent in writing.
For Jogin Raval & Associates
Chartered Accountants
ICAI’s Firm Registration No. 128586W

CA Jogin K. Raval
Proprietor
M No. 122197
Mumbai,
Date - 13.10.2021
UDIN: 21122197AAAAEQ5751

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Annexure I - Restated Standalone Statement of Assets and Liabilities of Euro Panel Products Limited
(Formerly known as Euro Panel Products Private Limited)
(₹ in lakhs)
Particulars Annexure / Note no. As at As at As at As at
June 30, March 31, March 31, March
2021 2021 2020 31, 2019
Equity and liabilities
Shareholder's funds
A. Share Capital Annexure V, Note - 1 1,800.00 1,800.00 1,800.00 1,575.50
B. Reserves & Surplus Annexure V, Note - 2 1,689.13 1,501.44 1,131.25 600.03
Non- current liabilities
A. Long Term Borrowings Annexure V, Note - 3 1,102.00 1,098.03 774.11 353.62
B. Other Long -Term Annexure V, Note - 4 2,671.79 1,994.34 1,888.86 2,014.82
Liabilities
C. Deferred Tax Liability Annexure V, Note - 10 73.07 76.81 79.11 76.26
Current liabilities
Short Term Borrowings Annexure V, Note - 5 1,641.46 1,478.17 2,264.27 1,500.00
Trade payables Annexure V, Note - 6 4,596.14 4,842.32 4,315.26 2,430.00
Other current liabilities Annexure V, Note - 7 1,274.71 1,328.57 746.54 804.72
Short term provisions Annexure V, Note - 8 470.11 401.70 298.10 127.50
Total 15,318.40 14,521.38 13,297.48 9,482.45
Assets
Non-current assets
Fixed assets
Property plant and Annexure V, Note - 9 - - - -
equipment
(i) Tangible Assets 2,390.33 2,337.17 2,556.64 1,628.18
(ii) Intangible Assets 97.58 106.12 140.41 172.78
(iii) Capital Work in 230.65 342.68 10.11 130.76
Progress
Non-Current Investment Annexure VII 68.81 68.06 64.88 68.24
Long term loans and Annexure IX 32.14 27.86 8.88 29.64
advances
Current assets
Inventory Annexure VIII 8,972.32 8,232.77 7,954.80 5,093.07
Current Investment Annexure VII - - - -
Trade receivables Annexure IX 2,333.15 2,401.58 1,609.15 1,694.53
Cash and bank balances Annexure IV, Note - 490.36 329.33 235.14 105.65
11
Short term loans and Annexure X 111.43 105.28 81.57 101.95
advances
Other current assets Annexure IV, Note - 591.63 570.50 635.89 457.65
12

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 Preliminary Expenses - - - -
Total 15,318.40 14,521.38 13,297.48 9,482.45
Summary of Significant Accounting Policies: Annexure IV, Note 22 of Annexure V
The above statement should be read with the basis of preparation and significant Accounting Policies
appearing in Annexure IV, Notes to the Restated Financial information appearing in Annexure V and
Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
The accompanying annexures are an integral part of statement of Assets and Liabilities.
As per our report of even date
For Jogin Raval & Associates For and on behalf of the Board of Directors
Chartered Accountants Euro Panel Products Limited (Formerly known as Euro
ICAI's Firm Registration Number: 128586W Panel Products Private Limited)

CA Jogin K Raval Rajesh N Shah Divyam R Shah

Proprietor Chairman and Managing Director Whole Time Director
Membership No. 122197 DIN: 02038392 DIN: 05129462

Place: Mumbai Place: Mumbai

Date: October 13, 2021 Date: October 13, 2021
UDIN: 21122197AAAAEQ5751

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Annexure II - Restated Standalone Statement of Profit and Loss of Euro Panel Products Limited
(Formerly known as Euro Panel Products Private Limited)
(₹ in lakhs)
Particulars Annexure / As at As at As at As at
Note no. June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Revenue
Revenue from operations Annexure V, 3,143.68 14,225.16 14,238.14 10,802.37
Note - 13
Other income Annexure V, 46.94 105.21 61.23 64.66
Note - 14
Total Revenue (A) 3,190.61 14,330.37 14,299.36 10,867.04
Expenses
Cost of Raw Material Annexure V, 2,823.61 10,157.21 10,924.87 7,748.80
Consumed Note - 15
Changes In Inventories of Annexure V, (751.01) (120.41) (959.69) (82.39)
Stock Note - 16
Employee benefits expense Annexure V, 279.47 973.97 992.94 713.91
Note - 17
Finance costs Annexure V, 162.56 696.83 680.84 670.90
Note - 18
Depreciation expense Annexure V, 76.43 298.75 236.33 168.89
Note - 9.2
Other expenses Annexure V, 347.21 1,731.77 1,797.30 1,240.67
Note - 19
Total Expenses (B) 2,938.27 13,738.12 13,672.58 10,460.78
Profit before tax (C=A-B) 252.34 592.25 626.78 406.26
Tax expense
- Current tax 68.41 147.00 170.60 84.10
- Deferred tax charge / (3.74) (2.29) 2.84 6.62
(credit)
- Short /(excess) provision for - 2.34 - 1.09
tax
- MAT Entitlement - (75.01) (56.82) 79.14
Credit/(Utilised)
Total Tax Expenses (D) 64.66 222.06 230.26 12.67
Net Profit as restated (C-D)
Net Profit as restated 187.68 370.19 396.52 393.59
Earnings per equity share Annexure V,
(Nominal value of ₹. 10 each) Note - 20
- Basic 1.04 2.06 2.44 3.56
- Diluted 1.04 2.06 2.44 3.56

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Summary of Significant Accounting Policies: Annexure IV, Note 22 of Annexure V
The above statement should be read with the basis of preparation and significant Accounting Policies
appearing in Annexure IV, Notes to the Restated Financial information appearing in Annexure V and
Statement of Adjustments to Audited Financial Statements appearing in Annexure VI.
The accompanying annexures are an integral part of statement of Profit and Loss.
As per our report of even date
For Jogin Raval & Associates For and on behalf of the Board of Directors
Chartered Accountants Euro Panel Products Limited (Formerly known as Euro
ICAI's Firm Registration Number: 128586W Panel Products Private Limited)

CA Jogin K Raval Rajesh N Shah Divyam R Shah

Proprietor Chairman and Managing Director Whole Time Director
Membership No. 122197 DIN: 02038392 DIN: 05129462

Place: Mumbai Place: Mumbai

Date: October 13, 2021 Date: October 13, 2021
UDIN: 21122197AAAAEQ5751

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Annexure III - Restated Standalone Statement of Cash Flows of Euro Panel Products Limited (Formerly
known as Euro Panel Product Private Limited)
(₹ in lakhs)
Particulars For the Year Ended
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
(i) Cash flow from operating activities
Restated Profit before tax 252.34 592.25 626.78 406.26
Adjustments for:
Depreciation expenses 76.43 298.75 236.33 168.89
Interest Paid 152.16 624.50 539.68 627.30
Interest Received (1.73) (15.80) (14.25) (6.41)
Operating profit before working capital changes 479.20 1,499.69 1,388.53 1,196.04
Changes in working capital:
(Increase)/Decrease in Short Term Loans &
(6.14) (23.71) 20.38 (87.34)
Advances
(Increase)/Decrease in Inventories (739.55) (277.97) (2,861.73) (1,144.93)
(Increase)/Decrease in Trade Receivables 68.44 (792.44) 85.38 (823.28)
(Increase)/Decrease in Other Current Assets (21.12) 65.39 (178.24) (179.84)
(Increase)/Decrease in Preliminary Expenses - - - -
Increase/(Decrease) in Short Term Borrowings 163.29 (786.10) 764.27 500.00
Increase/(Decrease) in Trade Payables (246.18) 527.06 1,885.26 1,110.09
Increase/(Decrease) in Other Current Liabilities (53.86) 582.03 (58.18) (18.90)
Increase/(Decrease) in Short Term Provisions 68.41 103.60 170.60 69.86
Cash generated (used in) / from operations (287.52) 897.56 1,216.27 621.69
- Direct taxes paid (net of refunds) (68.41) (224.35) (227.42) (1.09)
Net cash generated (used in) / from operating
(355.93) 673.21 988.85 620.60
activities (i)
(ii) Cash flow from investing activities
Investment In Fixed Deposit/Share Money (0.75) (3.18) 3.36 (4.33)
Purchase Of Fixed Asset (9.01) (377.56) (1,011.78) (316.02)
Security Deposit (4.28) (18.98) 20.76 1.41
Interest Received 1.73 15.80 14.25 6.41
Net cash generated from / (used in) investing
(12.31) (383.92) (973.41) (312.53)
activities (ii)
(iii) Cash flow from financing activities
Increase In Share Capital - - 224.50 375.50
Share Premium Received - - 134.70 225.30
Proceeds From Long Term Borrowings 3.98 323.92 420.48 17.63
Repayment of Other Long-Term Liabilities 677.45 105.48 (125.96) (202.31)
Interest Expenses (152.16) (624.50) (539.68) (627.30)
Net cash generated from / (used in) financing
529.27 (195.10) 114.05 (211.17)
activities (iii)

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 Net increase / (decrease) in cash and cash
161.03 94.19 129.48 96.90
equivalents (i) + (ii) + (iii)
Cash and cash equivalents at the beginning of the
329.33 235.14 105.65 8.75
year
Cash and cash equivalents at the end of the year 490.36 329.33 235.14 105.65
Cash and cash equivalents at the end of the year
comprises of
Cash in hand 10.25 5.42 8.32 3.69
Balance with scheduled banks in current accounts 480.11 323.91 226.82 101.96
490.36 329.33 235.14 105.65
Notes:
1. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting
Standard-3 on 'Cash Flow Statements' notified under specified section 133 of the Companies Act,2013 read
with Rule 7 of the Companies (Accounts) Rules,2014 and Companies (Accounting Standards) Amendment
Rules, 2016.
The accompanying annexure are an integral part of the financial information.
As per our report of even date
For Jogin Raval & Associates For and on behalf of the Board of Directors
Chartered Accountants Euro Panel Product Limited (Formerly known as Euro
ICAI's Firm Registration Number: 128586W Panel Product Private Limited)

CA Jogin K Raval Rajesh N Shah Divyam R Shah

Proprietor Chairman and Managing Director Whole Time Director
Membership No. 122197 DIN: 02038392 DIN: 05129462

Place: Mumbai Place: Mumbai

Date: October 13, 2021 Date: October 13, 2021
UDIN: 21122197AAAAEQ5751

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Annexure IV - Restated Standalone Statement of Cash Flows of Euro Panel Product Limited (Formerly
known as Euro Panel Product Private Limited)
Notes Annexed to and Forming Part of the Financial Statements for the Period Ended June 30, 2021,
March 31, 2021, 2020 and 2019.
Schedule '2': Significant Accounting Polices and Notes to The Financial Statements
I. Corporate Information:
Euro Panel Products Limited (Formerly known as Euro Panel Products Private Limited) ('the
Company’) is a company registered under the Companies Act, 2013 and primarily engaged in the
business of Manufacturing and supplying of Aluminum composite panels in India and Globally. The
company is incorporated on December 18, 2013 vide CIN U28931MH2013PLC251176.
The Head office of the company is at Borivali (Mumbai), Factory at Umbergaon (Gujarat) and
depots at Nagpur, Indore, Bhiwandi, Pune, Lucknow, Kolkata, Delhi, Raipur and Ahmedabad.
II. Significant accounting policies:
a) Basis of accounting and preparation of financial statements
The restated summary statement of assets and liabilities of the Company as at 30th June 2021,
31st March 2021,31st March 2020 and 31st March 2019 and the related restated summary
statement of profits and loss and cash flows for the quarter ended 30th June 2021 and for the
years ended 31st March 2021, 31st March 2020 and 31st March 2019 (herein collectively
referred to as “Restated Summary Statements”) have been compiled by the (“Guidance Note”).
Restated Summary Statements have been prepared specifically for inclusion in the offer
document to be filed by the Company with the EMERGE Platform of NSE Limited in connection
with its proposed Initial public offering of equity shares. The Company’s management has
recasted the financial statements in the form required by Schedule III of the Companies Act,
2013 for the purpose of restated Summary Statements.
These aforementioned financial statements are prepared in accordance with Indian Generally
Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual
basis except for certain financial instruments which are measured at fair values. GAAP
comprises mandatory accounting standards as prescribed under Section 133 of the Companies
Act, 2013 ('Act') read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of
the Act (to the extent notified). Accounting policies have been consistently applied except
where a newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy hitherto in use.
The Restated Standalone Financial Information have been prepared to comply in all material
aspects with the requirements of Section 26(1)(b) of the Act read with Rules 4 to 6 of
Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (as
amended from time to time).
All assets and liabilities have been classified as current and non-current as per normal
operating cycle of the Company and other criteria set out in the Schedule III to the Companies
Act, 2013. Based on nature of services, the Company has ascertained its operating cycle as 12
months for the purpose of current and non-current classification of assets and liabilities.
b) Use of estimates

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 The preparation of the Restated Standalone Financial Information in conformity with GAAP
requires management to make estimates and assumptions that affect the reported balances
of assets and liabilities and disclosures relating to contingent liabilities as at the date of the
financial statements and reported amounts of income and expenses during the period.
Examples of such estimates include computation of percentage of completion which requires
the Company to estimate the efforts or costs expended to date as a proportion of the total
efforts or costs to be expended, provisions for doubtful debts, future obligations under
employee retirement benefit plans, income taxes, post-sales customer support and the useful
lives of fixed tangible assets and intangible assets.
Accounting estimates could change from period to period. Actual results could differ from
those estimates. Appropriate changes in estimates are made as the Management becomes
aware of changes in circumstances surrounding the estimates. Changes in estimates are
reflected in the financial statements in the period in which changes are made and, if material,
their effects are disclosed in the notes to the financial statements.
c) Inventories
Inventories include finished goods, raw materials and work - in - progress.
a) Raw Material is valued at cost.
b) For the purpose of finished goods and work in progress, the cost comprises of all direct
and indirect cost relating to production.
d) Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. The
Company recognizes revenues on sale of products, net of cash discounts and turnover
discounts, sales incentives, rebates granted, returns, sales taxes/GST and duties when the
products are delivered to customer which is when title and risk and rewards of ownership pass
to the customer.
Revenue from sales is recognized when control of the products has transferred, being when
the products are delivered to the customer, the customer has full discretion over the channel
and price to sell/ consume the products, and there is no unfulfilled obligation that could affect
the customer’s acceptance of the products. Delivery occurs when the products have been
shipped to the specific location, the risks of obsolescence and loss have been transferred to
the customer, and either the customer has accepted the products in accordance with the sales
contract or the acceptance provisions have lapsed.
e) Property Plant and Equipment:
i. Tangible Assets
Fixed Assets are capitalized at acquisition cost, including directly attributable cost such
as freight, Insurance and specific installation charges up to the point the asset is ready
for its intended use.
ii. Intangible Assets
Intangible assets are stated at acquisition cost, net of accumulated amortization and
accumulated impairment losses, if any. Intangible assets are amortized on a straight
line basis over their estimated useful lives. The amortization period and the
amortization method are reviewed at least at the end of each financial year. If the
expected useful life of the asset is significantly different from previous estimates, the
amortization period is changed accordingly.

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 Computer software which is not an integral part of the related hardware is classified
as an intangible asset. The intangible assets are amortized over the period of 5 years
of useful life.
Gains or losses arising from the retirement or disposal of an intangible asset are
determined as the difference between the net disposal proceeds and the carrying
amount of the asset and recognised as income or expense in the Statement of Profit
and Loss.
f) Depreciation/ Amortization:
Depreciation on Fixed Assets for the quarter ended 30th June 2021 and for the years ended
31st March 2021, 31st March 2020 and 31st March 2019 has been provided as per Straight
Line Method (SLM) (i.e. calculated as per useful life of assets) as prescribed under Companies
Act, 2013
Sr. No Assets Useful Life (in years)
1 Factory Building 30
2 Motor Car 8
3 Plant & Machinery 8
4 Air Conditioner 5
5 Computer Hardware 3
6 Electrical Equipment's 10
7 Furniture & Fixtures 10
8 Laboratory Equipment's 10
9 Office Equipment's 5
10 Computer Software 6
11 Brand 5
g) Impairment of assets
The Company assesses at each balance sheet date whether there is any indication that an asset
(property, plant and equipment or intangible) may be impaired. An asset is impaired when the
carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged
to the Statement of Profit and Loss in the year in which an asset is identified as impaired. An
impairment loss is reversed to the extent that the asset's carrying amount does not exceed the
carrying amount that would have been determined if no impairment loss had previously been
recognised.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) net
selling price and its value in use. The recoverable amount is determined for an individual asset,
unless the asset does not generate cash inflows that are largely independent of those from
other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable
amount. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. In determining net selling price, recent
market transactions are taken into account, if available. If no such transactions can be
identified, an appropriate valuation model is used.
h) Foreign currency transactions

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 a) Initial Recognition:
Foreign currency transactions are recorded in the reporting currency, by applying to the
foreign currency amount the exchange rate between the reporting currency and the
foreign currency at the date of the transaction.
b) Conversion:
Monetary & Non-monetary items denominated in foreign currencies at the year-end are
restated at the exchange rate prevailing on the date of the balance sheet.
c) Exchange Differences:
Exchange differences arising on the settlement of monetary items or on reporting
Company’s monetary items at rates different from those at which they were initially
recorded during the year, or reported in previous financial statements, are recognised as
income or as expenses in the year in which they arise.
i) Government Grant:
Government grants and subsidies are recognised when there is reasonable assurance that the
Company will comply with the conditions attached to them and the grants / subsidy will be
received.
Export benefits are accounted for in the year of exports based on eligibility and when there is
no uncertainty in receiving the same.
Other government grants and subsidies are recognised as income over the periods necessary
to match them with the costs for which they are intended to compensate, on a systematic
basis.
j) Investments:
Investment that are readily realisable and are intended to be held for not more than one year
from the date, on which such investments are made, are classified as current investments. All
other investments are classified as long -term investments (non-current investments).
Current investments are carried at cost or fair value, whichever is lower. In case of investment
in mutual funds, the net asset value of units declared by the mutual funds is considered as fair
value.
Long-term investments are carried at cost. However, provision for diminution is made to
recognise a decline, other than temporary, in the value of the investments, such reduction
being determined and made for each investment individually.
k) Employee Benefits:
All short-term employee benefits are recognised at their undiscounted amount in the
accounting period in which they are incurred.
Company’s contribution to Provident Fund, ESIC & MLWF is accounted on accrual basis &
charged to Profit & Loss Account.
Company is paying off Salary inclusive of Bonus, awards, ex-gratia, performance pay & other
benefits to all employees as per company’s policy.
In accordance with applicable Indian laws, the Company provides for gratuity. Gratuity
provides a lump sum payment to vested employees, at retirement or termination of

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 employment, an amount based on the respective employee's last drawn salary and the years
of employment with the Company and future increments. Liability with regard to gratuity is
accrued based on valuations at the balance sheet date. Gain or loss is recognised immediately
in the statement of profit and loss as income or expense. This liability is however not funded
by the Company.
l) Borrowing Costs:
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a
substantial period of time to get ready for its intended use or sale. All other borrowing costs
are charged to revenue.
m) Leased Assets:
Assets acquired under Leases where a significant portion of the risks and rewards of the
ownership are retained by the lessor are classified as Operating Leases. The rentals and all
other expenses of assets under operating leases are charged to the Statement of Profit and
Loss on a straight-line basis over the period of the lease.
n) Earnings per share
The amount considered in ascertaining the Company's earning per share constitutes the net
profit after tax. The number of shares used in computing basic earning per share is the
weighted average number of share outstanding during the period. The number of shares used
in computing diluted earning per share comprises the weighted average number of shares
considered for deriving basic earning per share and also the weighted average number of
shares which could have been issued on conversion of all dilutive potential shares.
o) Taxes on Income:
i. Tax on income for the current period is determined on the basis of estimated taxable income
and tax credit computed in accordance with the provisions of the Income-tax Act 1961 and
based on expected outcome of assessments / appeals.
ii. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred
tax assets, on timing differences, being the difference between taxable income and
accounting income that originate in one period and capable of reversal in one or more
subsequent periods.
iii. Minimum Alternative Tax (MAT) Credit is recognised as an asset only when and to the extent
there is convincing evidence that the company will pay normal income tax during the
specified period.
p) Provisions, Contingent Liabilities and Contingent Assets:
Provisions are recognized in the financial statement in respect of present probable obligations,
for amounts which can be reliably estimated. Contingent Liabilities are disclosed in respect of
possible obligations that arise from past events whose existence would be confirmed by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company.

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Annexure V - Notes to the Restated Standalone Financial Information of Euro Panel Product Limited
(Formerly known as Euro Panel Product Private Limited)
Note 1: Share capital
(₹ in lakhs)
As at As at As at
As at June
Particulars March 31, March 31, March 31,
30, 2021
2021 2020 2019
Authorised:
180,00,000 Equity shares of ₹. 10/- each 1,800.00 1,800.00 1,800.00 1,800.00
Issued, Subscribed and Paid Up:
180,00,000 Equity shares of ₹. 10/- each 1,800.00 1,800.00 1,800.00 1,575.50
Total 1,800.00 1,800.00 1,800.00 1,575.50
1 Reconciliation of number of shares:
(₹ in lakhs)
As at As at March 31, As at March 31, As at March 31,
June 30, 2021 2021 2020 2019
Particulars
No. of No. of No. of No. of
Amo Amo Amo Amo
Shares Shares Shares Shares
unt unt unt unt
Issued, Subscribed and
Paid-up:
Equity Shares of ₹. 10/-
each
Balance as at the 1,80,00, 1,800 18,00,00 1,800 1,57,55, 1,575 60,00,00 600.0
beginning of the year 000 .00 00 .00 000 .50 0 0
Add: Increase during the 22,45,00 224.5 97,55,00 975.5
- - - -
year 0 0 0 0
Balance as at the end of 180,00,0 1800 180,00,0 1800 180,00,0 1800 1,57,55, 1575
the year 00 .00 00 .00 00 .00 000 .50
1.2 Rights, preferences and restrictions attached to shares:
The Company has one class of equity shares having a par value of ₹. 10/- per share. Each shareholder
is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to
the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim
dividend. In the event of liquidation of Company, the equity shareholders are eligible to receive the
remaining assets of the Company after distributions of all preferential amounts, in proportion to their
shareholding.
1.3 Shares held by Holding company:
Name of shareholders As at As at As at As at
June 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Equity shares of ₹.
10/- each, fully paid 1,80,00,000 1,80,00,000 1,80,00,000 1,57,55,000
up
Total 1,80,00,000 1,80,00,000 1,80,00,000 1,57,55,000

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1.4 The details of shares held by shareholders holding more than 5% of the aggregate shares in the
company:
(₹ in lakhs)
As at June 30, As at March 31, As at March 31, As at March 31,
Name of the 2021 2021 2020 2019
shareholder
No. of No. of No. of No. of
Amo Amo Amo Amo
Shares Shares Shares Shares
unt unt unt unt
Mr. Rajesh Nanalal 67,06,52 37.26 67,06,52 37.26 67,06,52 37.26 50,59,00 32.11
Shah 1 % 1 % 1 % 0 %
Mrs. Krishna Rajesh 40,02,15 22.23 40,02,15 22.23 40,02,15 22.23 35,03,00 22.23
Shah 8 % 8 % 8 % 0 %
Mr. Divyam Rajesh 21,53,00 11.96 21,53,00 11.96 21,53,00 11.96 21,53,00 13.67
Shah 0 % 0 % 0 % 0 %
Mr. Rajesh Nanalal 12,00,00 6.67 12,00,00 6.67 12,00,00 6.67 12,00,00 7.62
Shah (HUF) 0 % 0 % 0 % 0 %
180,00,0 78.12 180,00,0 78.12 180,00,0 78.12 1,57,55,0 75.63
Total
00 % 00 % 00 % 00 %
1.5 As per the records of the company, no securities are convertible into equity/preference shares.

Annexure V - Notes to the Restated Standalone Financial Information of Euro Panel Product Limited
(Formerly known as Euro Panel Product Private Limited)
Note 2: Reserves and Surplus
(₹ in lakhs)
Particulars As at As at As at As at
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Surplus in statement of profit and loss account
Balance as at the beginning of the year 1,141.44 771.25 374.73 79.69
Less: Useful life adjustment due to transitional - - - -
provisions of Schedule II (Refer note 7.8)
Preliminary Expenses - - - -83.80
Provision for Gratuity - - - -14.74
Add: Net profit for the year 187.68 370.19 396.52 393.59
Balance as at the end of the year 1,329.13 1,141.44 771.25 374.73
Share Premium
Balance as at the beginning of the year 360.00 360.00 225.30 -
Add: Addition during the year - - 134.70 225.30
360.00 360.00 360.00 225.30
Total 1,689.13 1,501.44 1,131.25 600.03

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Note 3: Long term Provisions
(₹ in lakhs)
As at As at As at As at
Particulars June 30, March 31, March March
2021 2021 31, 2020 31, 2019
Secured
Term Loan -HDFC
1. Term Loan (Rs. 4.20 Crore) Is to Be Repaid In 34
Monthly Installments Commencing from December 133.40 172.62 236.87 376.40
2018 to April 2022
2. Term Loan (Rs. 1.50 Crore) Is to Be Repaid In 60
Monthly Installments Commencing from December 101.15 108.43 116.91 142.11
2018 to July 2024
3. Term Loan (Rs. 2.50 Crore) is to Be Repaid In 60
Monthly Installments Commencing from July 2019 204.28 216.15 225.51 0.00
to Feb 2025
(Secured By Way of Equitable Mortgage of Factory
0.00 0.00 0.00 0.00
Building, Plant & Machinery and Other Fixed Assets.)
(Interest Rate (3month Repo Rate +4.45%) (PY
0.00 0.00 0.00 0.00
Interest Rate (1 Yr MCLR Rate +1.15%))
Guaranteed Emergency Credit Line 496.83 496.83 0.00 0.00
(Guaranteed Emergency Credit Line (Rs. 4.9682823
Crore) Is to Be Repaid In 60 Monthly Installments
including 12 months monetorium Period 0.00 0.00 0.00 0.00
Commencing from September 2021 to August
2024).
Interest Rate 8.25% 0.00 0.00 0.00 0.00
Term Loan -COSMOS 427.16 445.87 368.36 0.00
(Secured By Way of Equitable Mortgage of Plant &
0.00 0.00 0.00 0.00
Machinery)
(Term Loan (Rs.5 Crore) Is to Be Repaid In 60
Monthly Installments Plus 6 Month Moratorium
0.00 0.00 0.00 0.00
Period Commencing from January 2020 to June
2025).
Interest Rate 9.25% (PY Interest Rate 9.95%) 0.00 0.00 0.00 0.00
Term Loan -COSMOS (Vehicle) 13.01 14.63 17.07 0.00
(Secured By Way of Equitable Mortgage of Toyota
0.00 0.00 0.00 0.00
Crysta Gx8 and PDC'S)
(Term Loan (Rs. 19.50 Lakhs) Is to Be Repaid In 36
Monthly Installments Plus 6 Month Moratorium
0.00 0.00 0.00 0.00
Period Commencing from November 2019 To April
2023).
(Interest Rate Fixed @ 8.25%) 0.00 0.00 0.00 0.00
Term Loan -COSMO Business Comfort Term Loan
100.00 100.00 0.00 0.00
(CBCTL)

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 (Secured By Way of Equitable Mortgage on existing
0.00 0.00 0.00 0.00
collateral Securities)
(Term Loan (Rs. 100 Lakhs) is To Be Repaid In 36
Monthly Installments including 12 Month
0.00 0.00 0.00 0.00
Moratorium Period Commencing from September
2021 to August 2023).
Interest Rate 9.25%
1,475.82 1,554.53 964.73 518.52
Less: Current Maturity of Long-Term Debts 373.81 456.50 190.62 164.89
1,102.00 1,098.03 774.11 353.62
Note 4: Other Long-Term Liabilities
(₹ in lakhs)
As at As at As at As at
Particulars
June 30, March 31, March March
2021 2021 31, 2020 31, 2019
Unsecured
Loan From Directors 1,074.74 912.98 808.63 734.92
Loan From Shareholders & Related Parties 892.70 577.00 488.31 408.00
Loan From Others 704.36 504.36 591.92 871.90
Total 2,671.79 1,994.34 1,888.86 2,014.82
Note 5: Short Term Borrowings
(₹ in lakhs)
As at As at As at As at
Particulars June 30, March 31, March March
2021 2021 31, 2020 31, 2019
Secured
From HDFC Bank
(Secured By Hypothecation of Present and Future
Stock of Raw Material and Finished Goods, Book
Debts & "Personal Guarantees of The Directors and
Their Relative")
Cash Credit Account 996.73 945.36 1,714.57 1,500.00
From COSMOS Bank
(Secured By Hypothecation of Present and Future
Stock of Raw Material and Finished Goods, Book
Debts & "Personal Guarantees of The Directors and
Their Relative")
Cash Credit Account 644.73 532.81 549.70 0.00
Total 1,641.46 1,478.17 2,264.27 1,500.00

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Note 6: Trade payables
(₹ in lakhs)
As at As at As at As at
Particulars June 30, March March March
2021 31, 2021 31, 2020 31, 2019
Total outstanding dues of micro small
799.87 784.45 865.51 286.11
and medium enterprises
Total outstanding dues of creditiors
3,782.90 4,009.10 3,448.35 2,143.88
other than micro small and medium enterprises
Other Payables 13.37 48.77 1.40 0.00
Total 4,596.14 4,842.32 4,315.26 2,430.00
(*) There are no amounts due to any micro, small and medium enterprises as required to be disclosed
under Micro, Small and Medium Enterprises Development Act, 2006 as on June 30, 2021, March 31, 2021,
March 31, 2020, March 31, 2019. The above information regarding Micro, Small and Medium Enterprises
have been determined to the extent such parties have been identified on the basis of information
available with the company.
Note 7: Other Current Liabilities
(₹ in lakhs)
As at As at As at As at
Particulars June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Other liabilities
Current Maturities of Long-Term Debts 373.81 456.50 190.62 164.89
Temporary Over Draft Facility/WCDL Loan 302.69 302.66 2.62 146.09
Liabilities For Expenses 160.52 147.42 156.45 105.32
Provision for Gratuity - Current 1.31 1.25 1.06 0.46
Provision for Gratuity - Non - Current 57.22 56.02 56.51 24.62
VAT/CST Tax Payable 0.00 - 1.50 -
TDS Payable 12.39 18.93 32.48 28.56
TCS Payable 1.37 1.70 - -
Advance From Customer 158.52 116.27 141.68 151.55
Maharashtra GST 0.00 - - 6.83
Gujarat GST 0.00 - 8.83 17.31
Madhya Pradesh GST 0.00 - - 1.17
Reverse Charges Payable -Maharashtra 0.44 2.29 0.11 0.16
Reverse Charges Payable-Gujarat 1.85 5.92 1.24 0.65
Reverse Charges Payable-Delhi 0.27 0.87 0.15 0.08
Reverse Charges Payable-Raipur 0.01 0.04 0.00 -
Reverse Charges Payable-MP 0.13 0.22 0.04 0.01
Reverse Charges Payable-Lucknow 0.03 0.22 0.01 0.01
Sundry Creditors for Expenses - - -
Other Than MSME 180.05 191.51 101.54 142.34

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 Total Outstanding Dues from MSME 24.09 26.75 51.69 14.65
Total 1,274.71 1,328.57 746.54 804.72
Note 8: Short term Provisions
(₹ in lakhs)
Particulars As at As at As at As at
June 30, 2021 March 31, March 31, March 31,
2021 2020 2019

Provision for Taxation (FY 17-18) 0.00 0.00 43.40 43.40

Provision for Taxation (FY 18-19) 84.10 84.10 84.10 84.10
Provision for Taxation (FY 19-20) 170.60 170.60 170.60 -
Provision for Taxation (FY 20-21) 147.00 147.00 - -
Provision for Taxation (FY 21-22) 68.41 - - -
Total 470.11 401.70 298.10 127.50

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Annexure V - Notes to the Restated Standalone Financial Information of Euro Panel Product Limited (Formerly known as Euro Panel Product
Private Limited)
9 Property, Plant and Equipment
9.1 Fixed assets - Property plant and equipment for June 30, 2021
(₹ in lakhs)
Gross block Depreciation Net block

Usefu
As at As at As at As at
Particulars l life As at Disposals / As at For Disposals /
June June June March
(No April 1, Addition Adjustmen April 1, the Adjustmen
30, 30, 30, 31,
of 2020 s ts 2020 year ts
2021 2021 2021 2020
Years
)
Tangible Assets
1. Factory Buildings 30 1,348.6 101.14 - 1,449.7 161.35 10.2 - 171.61 1,278.1 1,187.2
3 7 6 6 8
2. Motor Car 8 38.11 - - 38.11 14.96 1.12 - 16.08 22.03 23.16
3. Plant & Machinery 8 1,466.2 15.81 - 1,482.0 588.28 44.1 - 632.46 849.60 877.96
4 6 8
4. Air Conditioner 5 22.55 0.49 - 23.04 8.26 0.93 - 9.19 13.85 14.29
5. Computer 3 61.41 0.69 - 62.10 41.78 2.24 - 44.01 18.09 19.63
6. Electrical 10 95.13 - - 95.13 54.23 2.23 - 56.47 38.67 40.90
Equipments
7. Furniture & Fixtures 10 223.33 2.69 - 226.02 76.22 5.21 - 81.43 144.59 147.11
8. Laboratory 10 10.32 - - 10.32 4.52 0.24 - 4.76 5.56 5.80
Equipments
9. Office Equipments 5 36.92 0.21 - 37.13 15.87 1.47 - 17.34 19.79 21.05
Intangible Assets - - - - - - - - - -
1. Brand/ Trade Marks 5 152.74 - - 152.74 62.05 7.23 - 69.29 83.46 90.69
2. Computer Software 6 33.38 - - 33.38 17.95 1.31 - 19.26 14.12 15.43
Capital Work in 342.68 6.16 (118.19) 230.65 - - - - 230.65 342.68
Progress
Total 3,831.4 127.20 (118.19) 3,840.4 1,045.4 76.4 - 1,121.9 2,718.5 2,785.9
5 6 7 3 0 6 8

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9.1 Fixed assets - Property plant and equipment for March 31, 2021
(₹ in lakhs)
Gross block Depreciation Net block

Usefu
As at As at As at As at As at
Particulars l life As at Disposals / For Disposals /
March April March March March
(No April 1, Addition Adjustmen the Adjustmen
31, 1, 31, 31, 31,
Of 2020 s ts year ts
2021 2020 2021 2021 2020
Years
)
Tangible Assets
1. Factory Buildings 30 1,348.6 - - 1,348.6 120.2 41.13 - 161.35 1,187.2 1,228.4
3 3 1 8 2
2. Motor Car 8 38.11 - - 38.11 10.45 4.50 - 14.96 23.16 27.66
3. Plant & Machinery 8 1,464.2 2.02 - 1,466.2 413.0 175.2 - 588.28 877.96 1,051.1
2 4 3 5 9
4. Air Conditioner 5 16.71 5.84 - 22.55 5.35 2.91 - 8.26 14.29 11.36
5. Computer 3 48.52 12.88 - 61.41 35.77 6.01 - 41.78 19.63 12.75
6. Electrical Equipments 10 95.13 - - 95.13 45.27 8.96 - 54.23 40.90 49.87
7. Furniture & Fixtures 10 205.00 18.33 - 223.33 57.10 19.13 - 76.22 147.11 147.91
8. Laboratory 10 9.93 0.39 - 10.32 3.56 0.95 - 4.52 5.80 6.37
Equipments
9. Office Equipments 5 31.38 5.53 - 36.92 10.26 5.61 - 15.87 21.05 21.12
Intangible Assets - - - - - - - - - -
1. Brand/ Trade Marks 5 152.74 - - 152.74 33.03 29.03 - 62.05 90.69 119.72
2. Computer Software 6 33.38 - - 33.38 12.69 5.26 - 17.95 15.43 20.70
Capital Work in 10.11 332.57 - 342.68 - - - - 342.68 10.11
Progress
Total 3,453.8 377.56 - 3,831.4 746.7 298.7 - 1,045.4 2,785.9 2,707.1
9 5 3 5 7 8 7
9.1 Fixed assets - Property plant and equipment for March 31, 2020

Page 172 of 320

 (₹ in lakhs)
Gross block Depreciation Net block

Usefu
As at As at As at As at As at
l life As at Disposals / For Disposals /
Particulars March April Marc March March
(No April 1, Addition Adjustment the Adjustment
31, 1, h 31, 31, 31,
of 2019 s s year s
2020 2019 2020 2020 2019
Years
)
Tangible Assets
1. Factory Buildings 30 910.76 437.87 - 1,348.6 85.46 34.76 - 120.2 1,228.4 825.30
3 1 2
2. Motor Car 8 17.48 20.63 - 38.11 7.33 3.12 - 10.45 27.66 10.15
3. Plant & Machinery 8 869.31 594.91 - 1,464.2 285.4 127.6 - 413.0 1,051.1 583.92
2 0 4 3 9
4. Air Conditioner 5 6.60 10.11 - 16.71 3.45 1.90 - 5.35 11.36 3.15
5. Computer 3 39.41 9.11 - 48.52 31.51 4.26 - 35.77 12.75 7.90
6. Electrical Equipments 10 95.13 - - 95.13 36.31 8.96 - 45.27 49.87 58.83
7. Furniture & Fixtures 10 163.86 41.14 - 205.00 40.31 16.78 - 57.10 147.91 123.55
8. Laboratory 10 7.86 2.07 - 9.93 2.73 0.84 - 3.56 6.37 5.13
Equipments
9. Office Equipments 5 16.56 14.83 - 31.38 6.30 3.97 - 10.26 21.12 10.26
Intangible Assets - - - - - - - - - -
1. Brand/ Trade Marks 5 152.74 - - 152.74 4.02 29.01 - 33.03 119.72 148.73
2. Computer Software 6 31.64 1.74 - 33.38 7.59 5.10 - 12.69 20.70 24.05
Capital Work in 130.76 10.11 (130.76) 10.11 - - - - 10.11 130.76
Progress
Total 2,442.1 1,142.53 (130.76) 3,453.8 510.4 236.3 - 746.7 2,707.1 1,931.7
1 9 0 3 3 7 1

9.1 Fixed assets - Property plant and equipment for March 31, 2019
(₹ in lakhs)
Particulars Gross block Depreciation Net block

Page 173 of 320

 Usefu
l life As at As at As at As at As at
As at Disposals / For Disposals /
(No March April Marc March March
April 1, Addition Adjustment the Adjustment
Of 31, 1, h 31, 31, 31,
2018 s s year s
Years 2019 2018 2019 2019 2018
)
Tangible Assets
1. Factory Buildings 30 857.98 52.78 - 910.76 58.91 26.54 - 85.46 825.30 799.06
2. Motor Car 8 15.18 2.30 - 17.48 5.50 1.83 - 7.33 10.15 9.68
3. Plant & Machinery 8 860.14 9.17 - 869.31 182.8 102.5 - 285.4 583.92 677.27
7 3 0
4. Air Conditioner 5 5.71 0.89 - 6.60 2.26 1.19 - 3.45 3.15 3.45
5. Computer 3 33.14 6.27 - 39.41 26.49 5.03 - 31.51 7.90 6.66
6. Electrical Equipments 10 95.13 - - 95.13 27.27 9.04 - 36.31 58.83 67.86
7. Furniture & Fixtures 10 117.62 46.24 - 163.86 27.56 12.75 - 40.31 123.55 90.06
8. Laboratory 10 7.86 - - 7.86 1.98 0.75 - 2.73 5.13 5.88
Equipments
9. Office Equipments 5 10.93 5.62 - 16.56 3.56 2.74 - 6.30 10.26 7.38
Intangible Assets - - - - - - - - - -
1. Brand/ Trade Marks 5 106.87 45.88 - 152.74 - 4.02 - 4.02 148.73 106.87
2. Computer Software 6 15.53 16.12 - 31.64 5.11 2.48 - 7.59 24.05 10.42
Capital Work in - 130.76 - 130.76 - - - - 130.76 -
Progress
Total 2,126.1 316.02 - 2,442.1 341.5 168.8 - 510.4 1,931.7 1,784.5
0 1 1 9 0 1 9

9.2 Depreciation expense

(₹ in lakhs)
Particulars Year Ended Year Ended Year Ended Year Ended
June 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Depreciation
- On property plant and equipment 764.25 2,987.47 2,363.27 1,688.91
Total 764.25 2,987.47 2,363.27 1,688.91

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9.3 There are no adjustments to Fixed Assets on account of borrowing costs and exchange differences. There is no revaluation of Fixed
Assets.
9.4 During the previous year 2018-19, with regards to Logo "EURO", there was a litigation pending before The Mumbai High Court which
has come in the favour of the company by Order dated 4th December 2018 and hence, Advocate fees of Rs. 45.5 lakhs (P.Y. 25.8
lakhs) relating to litigation has been capitalized under Brand / Trademark.
Further, Euro Bond Industries Pvt Ltd filed a Special Leave Petition to the Supreme Court which was dismissed by Supreme Court on
18th January 2019.
9.5 During the previous year 2019-2020, the company has purchased Motor Car (Toyota Crysta GX 8 Str) which is registered in the
personal name of Director. However, the same is shown as Fixed Assets in the books of the company.

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Note 10: Deferred Tax Assets (net)
(₹ in lakhs)
Particulars As at June 30, As at March As at As at
2021 31, 2021 March March 31,
31, 2020 2019
Deferred tax assets/liabilities
Opening Balance (DTL) 76.81 79.11 76.26 69.64
Depreciation as per Books 76.43 2,363.27 1,688.91 7,642.52
Provision for Bonus & Leave Encashment 6.64 317.84 251.10 663.71
Provision for Gratuity 1.26 329.48 103.40 126.15
Less: Depreciation as per Income Tax 69.45 3,112.79 2,281.35 6,944.58
Net Difference 14.88 -102.20 -237.95 1,487.80
Tax Rate 25.17% 25.17% 27.82% 27.82%
DTL (-)/DTA (+) 3.74 -28.43 -66.20 374.48
DTL To be Recognized -73.07 -791.07 -762.64 -7,306.99
Note 11: Cash and Bank Balances
(₹ in lakhs)
Particulars As at As at As at As at
March 31, March 31, March 31, March 31,
2021 2021 2020 2019
Cash and cash equivalents
Cash on hand 4.22 5.42 8.32 3.69
Prepaid Card 6.03 - - -
Balances with banks
- In Current accounts 132.35 14.62 7.31 26.71
- Margin Money 347.75 309.28 219.51 75.25
Note: Held as Lien by Bank
- - - -
Against Letter Of Credit
Total 490.36 329.33 235.14 105.65
Note No. 12: Other Current Assets
(₹ in lakhs)
Particulars As at As at As at As at
March 31, March 31, March 31, March 31,
2021 2021 2020 2019
Other Current Assets
Prepaid Expenses 22.20 26.17 35.12 33.26
VAT / CST Refundable 0.58 0.58 0.58 0.70
Delhi -GST 71.44 46.19 60.07 58.62
Gujarat GST (51.11) 33.93 - -
Maharashtra -GST 133.06 38.43 50.65 -
Madhya Pradesh -GST 10.40 9.92 12.95 -
Uttar Pradesh -GST 21.92 21.77 27.10 27.24
Raipur -GST 24.63 21.72 24.96 4.75
FD Interest Receivable from Bank 3.89 4.72 5.12 -

Page 176 of 320

 Particulars As at As at As at As at
March 31, March 31, March 31, March 31,
2021 2021 2020 2019
Subsidy Installment Receivable 27.55 37.93 50.00 39.21
Excise Duty Receivable - - 7.26 7.85
VKGUY/FPS Licenses 9.54 12.24 28.04 9.29
GST Refund Receivable (Deemed Export) - - 5.11 5.11
OEM Film Deposit Refundable - - 0.73 0.73
(Grand China IMP & EXP)
IGST on Stock Transfer Input Credit - - - 6.51
(Goods in Transit)
Advance Processing Charges - - - 1.18
Duty Drawback Receivable 0.57 0.82 1.02 -
(A) 274.67 254.43 308.70 194.44
Advance Tax
Tax Deducted at Source (FY 18-19) 0.64 0.64 0.64 0.64
Tax Deducted at Source (FY 17-18) - - 0.46 0.46
Tax Deducted at Source (FY 19-20) 1.43 1.43 1.43 -
Tax Deducted at Source (FY 20-21) 1.95 1.95 - -
Tax Deducted at Source (FY 21-22) 0.17 - - -
TCS receivable on Purchase 3.39 2.68 - -
MAT Entitlement Credit Receivable - - 75.01 131.82
Advance Tax (FY 18-19) 79.38 79.38 79.38 85.00
Advance Tax (FY 17-18) - - 30.00 30.00
Advance Tax (FY 19-20) 125.00 125.00 125.00 -
Advance Tax (FY 20-21) 105.00 105.00 - -
Self-Assessment Tax FY 17-18 - - 15.28 15.28
(B) 316.95 316.07 327.19 263.21
Total 591.63 570.50 635.89 457.65
Note 13: Revenue from Operations
(₹ in lakhs)
As at As at As at As at
Particulars June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Sale of Product
Manufacturing 3,023.63 13,552.83 13,812.52 10,718.06
Export 120.05 672.33 425.62 84.31
Total 3,143.68 14,225.16 14,238.14 10,802.37

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Note 14: Other Income
(₹ in Lakhs)
Nature
As at As at As at As at
(Recurring
Particulars June 30, March 31, March 31, March 31,
/ Non-
2021 2021 2020 2019
recurring)
Interest On FDR Recurring 1.73 15.80 14.25 6.41
Interest on Security Recurring - 0.13 - -
Deposit with DGVCL
Subsidy Received (For Non- - - 25.00 25.00
Term Loan) Treasury Off, Recurring
Valsad
Other Income Recurring - 0.19 0.26 1.83
Foreign Exchange Non- 29.03 73.81 - 24.46
Fluctuation (Net) Recurring
Income From MEIS License Recurring 0.60 7.04 13.38 1.34
Duty Drawback Received Recurring 1.53 7.37 5.70 -
Sundry Balance Written Non- - 0.87 2.64 4.72
Back Recurring
Machine Scrap Sales Non- - - - 0.90
Recurring
Damages & Customer Recurring 14.04 - - -
Claim
Total 46.94 105.21 61.23 64.66
Note 15: Raw Material Consumed
(₹ in Lakhs)
Particulars As at As at As at As at
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Cost Of Raw Material Consumed
Opening Stock 4,476.84 4,319.28 2,417.23 1,354.69
Add: Purchases 2,812.15 10,314.77 12,826.91 8,811.34
Less: Closing Stock including Goods in Transit 4,465.38 4,476.84 4,319.28 2,417.23
Total 2,823.61 10,157.21 10,924.87 7,748.80
Note 16: Changes in Inventory of Finished Goods
(₹ in Lakhs)
Particulars As at As at As at As at
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Work-In-Progress & Stock-In-Trade
Opening Stock - Finished Goods 3,755.93 3,635.52 2,675.84 2,593.45
Less: Closing Stock - Finished Goods 4,506.94 3,755.93 3,635.52 2,675.84
Total (751.01) (120.41) (959.69) (82.39)
Note 17: Employee Benefits Expenses

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 (₹ in Lakhs)
Particulars As at As at As at As at
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Salaries And Wages 225.14 792.25 782.49 571.45
Directors Remuneration 21.00 40.33 48.00 42.00
Contributions To Provident Fund and Other 14.53 51.24 47.00 24.79
Gratuity 1.26 (0.30) 32.95 10.34
Staff Welfare Expenses 17.54 90.44 82.51 65.33
Total 279.47 973.97 992.94 713.91
Note 18: Finance Costs
(₹ in lakhs)
As at As at As at As at
Particulars
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Interest expenses
- On Loan from Bank 68.75 341.26 255.97 203.93
- Others 83.41 283.24 283.70 423.37
152.16 624.50 539.68 627.30
Bank charges 10.40 72.33 141.16 43.60
Total 162.56 696.83 680.84 670.90
Note 19: Other Expenses
(₹ in lakhs)
Particulars As at As at As at As at
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Commission 7.36 109.02 160.62 105.77
Consumable & Store 3.40 7.14 11.91 8.77
Courier, Freight and Forwarding 134.89 619.40 513.03 297.17
Damages & Customer Claim - 6.56 21.52 24.33
Insurance Charges 16.13 18.30 7.86 4.14
Labour Charges 15.02 77.86 83.21 44.12
Legal & Professional 17.94 78.99 75.11 57.70
Other Expenses 6.98 48.79 36.13 14.62
Donation - 0.59 1.17 0.96
Packing Charges 4.07 11.10 9.81 9.29
Power and Fuel 50.74 231.69 281.28 164.93
Printing & Stationery 1.51 6.22 4.76 7.17
Rent Rates and Taxes 26.93 99.78 98.00 88.87
Repairs and Maintenance 9.26 41.68 34.63 23.25
Sales Promotions 38.59 252.05 306.48 202.95
Security Charges 2.76 13.19 12.66 11.33
Telephone Expenses 1.66 8.04 8.86 6.54
Testing Charges 3.33 4.88 44.97 5.99

Page 179 of 320

 Travelling Expenses 5.82 57.58 78.75 60.75
Bad Debts Written Off 0.18 36.41 - -
Foreign Exchange Fluctuation (Net) - - 4.55 -
Royalty Fees - - - 100.00
Total 346.59 1,729.27 1,795.30 1,238.67
Note 19: Auditors Remuneration
(₹ in lakhs)
Particulars As at As at As at As at
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Statutory audit fees (excluding taxes) 0.44 1.75 1.50 1.50
Other matters 0.19 0.75 0.50 0.50
Total 0.63 2.50 2.00 2.00
Note 20: Earnings per Share
(₹ in lakhs)
Particulars As at As at As at As at
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Profit after tax 187.68 370.19 396.52 393.59
Weighted average number of
equity shares
- For Basic EPS (No.) 1,80,00,000 1,80,00,000 1,62,27,309 1,10,42,705
- For Diluted EPS (No.) 1,80,00,000 1,80,00,000 1,62,27,309 1,10,42,705
Nominal value of equity shares 10.00 10.00 10.00 10.00
(Rs. per share)
Earnings per equity share:
- Basic 1.04 2.06 2.44 3.56
- Diluted 1.04 2.06 2.44 3.56
Note 21: Disclosure of Related Parties/Related Party Transactions:
As per Accounting Standard-18 'Related Party Disclosures' issued by the Institute of Chartered
Accountants of India, the Company's related parties and transactions are disclosed below.
1. List of related parties
Sr.
Name of the Related Party Relationship
No.
(a) Key Management Personnel
Shri Rajesh N. Shah Director
Smt. Krishna R Shah Shareholder
Shri Divyam R Shah Director
Smt. Niranjana N Shah Shareholder (Till 3rd December 2020)
Miss Yashvi R Shah Shareholder
Miss Hiral Sagar Shah Company Secretary
(b) Others:

Page 180 of 320

 Divya Ply Agency Pvt. Ltd. Enterprises over which Key Managerial
Divya Panel (Division of Divya Ply Agency Pvt Ltd) Personnel Are able to exercise Significant
Rajesh Multitrade Pvt. Ltd. influence
Rajesh N Shah (HUF) Shareholder (Director is Karta in HUF)
2. Names of the related parties with whom transaction were carried out during the period and
Description of relationship
Sr.
Name of the Related Party Relationship
No.
1 Shri Rajesh N. Shah Director/Shareholder
2 Smt. Krishna R Shah Shareholder
3 Shri Divyam R Shah Director/Shareholder
4 Miss Yashvi R Shah Shareholder
5 Divya Ply Agency Pvt. Ltd.
Enterprises over which Personnel Are able
6 Rajesh Multitrade Pvt. Ltd.
to exercise Significant influence
7 Divya Panels (Division of Divya Ply Agency Pvt Ltd)
8 Rajesh N Shah (HUF) Shareholder (Director is Karta in HUF)
9 Miss Hiral Sagar Shah Company Secretary
Disclosure of related party transactions
(₹ in Lakhs)
30th 31st 31st 31st
Sr. Key Management
Particulars June, March, March March,
No. Personnel
2021 2021 , 2020 2019
1 Office Rent (excluding Smt. Krishna R Shah 3.00 11.00 12.00 12.00
taxes) Divya Ply Agency Private 2.25 8.25 9.00 9.00
Limited
2 Godown Rent Shri Rajesh N Shah 5.63 20.63 22.50 19.50
(excluding taxes) Smt. Krishna R Shah 2.25 8.25 9.00 8.25
3 Bhiwandi flat rent Smt. Krishna R Shah 0.60 2.20 2.40 2.40
(excluding taxes) - - - -
4 Salary paid Shri Rajesh N Shah 12.00 21.07 24.00 24.00
Shri Divyam R Shah 9.00 19.27 24.00 18.00
Miss Hiral Sagar Shah 0.49 1.96 1.96 0.16
5 Interest Shri Rajesh N Shah 30.44 117.38 122.80 121.92
Smt. Krishna R Shah 14.11 53.97 63.46 67.77
Shri Divyam R Shah 5.40 12.95 0.14 4.68
Smt. Niranjan N Shah - - 2.93 7.80
Divya Ply Agency Private 16.42 13.64 1.15 2.26
Limited
Rajesh Multitrade Private - 26.12 22.23 -
Limited
6 Sales Divya Panels (Division of 88.04 369.00 418.35 456.57
Divya Ply Agency Pvt Ltd)
7 Purchase Divya Ply Agency Pvt Ltd 1.79 16.32 14.68 -

Page 181 of 320

 Rajesh Multitrade Private 334.1 1,365.4 709.91 1,096.5
Limited 1 0 3
Divya Panels (Division of - - 44.99 90.74
Divya Ply Agency Pvt Ltd)
8 Repairs & Divya Ply Agency Private 0.64 1.34 - 2.59
Maintenance Limited
9 Professional Fees Miss Yashvi R Shah 3.00 6.00 6.00 4.00

(₹ in Lakhs)
31st
Sr. 30th June, 31st March, 31st March,
Closing balances of Parties March,
No 2021 2021 2019
2020
1 Smt. Krishna R Shah (Rent) - - 2.11 2.11
Smt. Krishna R Shah (Loan) 392.70 377.00 437.84 356.00
2 Divya Ply Agency Pvt Limited (Rent) 2.43 - 3.24 3.24
Divya Ply Agency Pvt Limited
(Purchase) 0.09 - 1.76 -
Divya Ply Agency Pvt Limited (Loan) 500.00 200.00 50.46 -
3 Shri Rajesh N Shah (Rent) 2.03 - 2.03 2.03
Shri Rajesh N Shah (Loan) 921.89 775.00 808.63 734.92
4 Shri Divyam Rajesh Shah (Loan) 152.84 137.98 - -
5 Smt Niranjan N Shah (Loan) - - - 52.00
6 Rajesh Multitrade Pvt Ltd
(Purchase) 605.97 556.86 348.46 399.21
7 Divya Panels (Division of Divya Ply
Agency Pvt Ltd) (Sales) 20.43 3.60 6.02 19.89
8 Miss Yashvi R Shah (Professional
Fees) 2.70 - - -

Annexure VII-Restated Standalone Statement of Investments of Euro Panel Product Limited (Formerly
known as Euro Panel Product Private Limited)
(₹ in lakhs)
As at
Particulars June 30, March March March
2021 31, 2021 31, 2020 31, 2019
Non-current investments
Non Trade - Unquoted
Investment In Fixed Deposit 22.23 22.23 20.52 18.98
1. Fixed Deposit No.04140300044081 (Custom License) - - - 48.25
2. Fixed Deposit No.04140300053346 (DGVCL) 1.13 1.13 1.07 1.01
3. Fixed Deposit No.04140300056771 (Custom License) 15.06 14.30 13.40 -
4. Fixed Deposit No.50300332924157 (Custom License) 7.13 7.13 7.13 -
5. Fixed Deposit No.50300334481921 (DGVCL) 12.07 12.07 12.07 -
6. Fixed Deposit No.50300390362605 (Custom License) - - - -
Investment In Share 11.20 11.20 10.70 -

Page 182 of 320

 The Cosmos Co-Op Bank Ltd (Share Money) - - - -
(Out of the above, Share Certificate amounting to Rs. - - - -
19500 is in the personal name of the Director)
Total 68.81 68.06 64.88 68.24
Annexure VIII-Restated Standalone Statement of Inventory of Euro Panel Product Limited (Formerly
known as Euro Panel Product Private Limited)
(₹ in lakhs)
As at
Particulars June 30, March March March
2021 31, 2021 31, 2020 31, 2019
Raw Material & Scraps, Stores and Spares 4,465.38 4,451.83 3,220.07 2,417.23
Finished Goods 4,506.94 3,755.93 3,635.52 2,675.84
Goods in Transit 0.00 25.01 1,099.21 0.00
(As Taken, Valued & Certified by the Management)
Total 8,972.32 8,232.77 7,954.80 5,093.07
Annexure IX-Restated Standalone Statement of Trade Receivables of Euro Panel Product Limited
(Formerly known as Euro Panel Product Private Limited)
(₹ in lakhs)
As at
Particulars June 30, March March March
2021 31, 2021 31, 2020 31, 2019
Trade Receivables for More Than 6 Months 420.62 375.53 347.23 144.79
Trade Receivables for Less Than 6 Months 1,912.52 2,026.05 1,261.92 1,549.74
(Unsecured Considered Good by The Management)
Total current trade receivables 2,333.15 2,401.58 1,609.15 1,694.53
Annexure X-Restated Standalone Statement of Loans & Advances of Euro Panel Product Limited
(Formerly known as Euro Panel Product Private Limited)
(₹ in lakhs)
As at
Particulars June 30, March March March
2021 31, 2021 31, 2020 31, 2019
Long-term loans and advances: [A]
Unsecured and considered good
Unsecured - considered good
Security deposits 0.00 0.00 0.00 0.00
- Security deposits - Premises 32.14 27.86 8.88 29.64
Total (A) 32.14 27.86 8.88 29.64
Short-term loans and advances: [B]
Unsecured Considered Good by The Management
Advances recoverable in cash or in kind:
- Advance To Suppliers 100.98 98.54 76.71 95.10
- Staff / Worker Advances 10.45 6.74 4.86 6.85

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 Total (B) 111.43 105.28 81.57 101.95
Total (A+B) 143.57 133.15 90.46 131.59
Schedule Annexed to and Forming Part of The Financial Statements for The Period Ended 30 June,
2021 and year ended 31st March, 2021
Disclosures under Accounting Standards
1) Foreign currency transactions
Foreign Currency transactions on Imports and exports have been properly accounted in books of
account. The Balance lying as on 30th June 2021, 31st March 2021, 2020 and 2019 are taken at Re
conversion rate of USD as on 30th June 2021, 31st March, 2021, 2020 and 2019 (i.e. 1$=
Rs.74.3456, Rs.73.5047, Rs.75.3859 and Rs.69.1713 respectively) and EURO as on 30th June 2021,
31st March, 2021, 2020 and 2019 (i.e. 1€= Rs.88.5035, Rs. 86.099, Rs. 83.0496 and Rs. 77.8706
respectively) . The fluctuation gain / loss of Rs.29,03,205, Rs. 73,80,908/-, (4,54,728) and 24,46,305
is accounted in the respected Profit and Loss Statements.
2) Provisions, contingent liabilities and contingent assets
Details of Letter of Credit Outstanding as at the year-end is given below
(₹ in lakhs)
for the
for the for the for the
period
Sr. year ended year ended year ended
Particulars ended 30th
No. 31st March 31st March 31st March
June 2021
2021 (Rs.) 2020 (Rs.) 2019 (Rs.)
(Rs.)
1 Letter of Credit for RM import 2,231.29 2,057.33 944.71 336.83
3) Earnings per Share
(₹ in lakhs)
30th June, 31st March, 31st March, 31st March,
Particulars
2021 2021 2020 2019
Net profit/(loss) after tax 187.68 370.19 396.52 393.59
aattributable to equity
shareholders
Weighted average number 1,80,00,000 1,80,00,000 1,62,27,309 1,10,42,705
of shares outstanding
b
during the period basic and
diluted
a / b Basic EPS 1.04 2.06 2.44 3.56
Nominal value per equity share 10 10 10 10
4) Other Notes to the Financial Statements
i. In the opinion of the Board of Directors, current assets, loans and advances have a value on
realization in the ordinary course of business at least equal to the amounts at which they are
stated and a provision for all known liabilities has been made in the financial statements.
ii. Provision for Gratuity
(₹ in lakhs)
Opening Balance 14.74
Financial Year ended 31st March 2019 10.34

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 Financial Year ended 31st March 2020 32.95
Financial Year ended 31st March 2021 (0.30)
Quarter ended 30th June 2021 1.26
iii. The details of Auditors’ Remuneration are given below:
(₹ in lakhs)
Sr No. Particulars June 30, March 31, March 31, March 31,
2021 2021 2020 2019
(₹ in lakhs) (₹ in lakhs) (₹ in lakhs) (₹ in lakhs)
i Tax audit fees 0.44 1.75 1.50 1.50
ii Taxation Matters 0.19 0.75 0.50 0.50
iii Certification Work 3.00 6.23 3.28 -
iv. As at 30th June 2021, 31st March, 31st March 2021, 31st March 2020 and 31st March 2019
the Company has dues outstanding in respect of vendors covered by the Micro, Small and
Medium Enterprises Development Act, 2006 amounting to Rs. 7,99,86,506, Rs. 7,84,45,114,
Rs. 8,65,51,334 and Rs. 2,86,11,138 respectively.
v. Segment Reporting: The Company is a manufacturer of Aluminium Composite Panel.
vi. Personal guarantee:
All credit facilities provided by HDFC Bank has been secured by Personal guarantees of Mr.
Rajesh N Shah, Mrs. Krishna R Shah, Mr. Divyam R Shah and Rajesh Shah HUF.
All credit facilities provided by COSMOS Bank has been secured by Personal guarantees of Mr.
Rajesh N Shah, Mrs. Krishna R Shah and Mr. Divyam R Shah.
vii. Other Matters:
Transfer of Shares : During the year, the share capital of Niranjana Shah is transferred to
Yashvi Rajesh Shah under gift Deed.
viii. The balances appearing under unsecured loans, sundry creditors, sundry debtors, loans and
advances, and certain banks are subject to confirmation and reconciliation and consequential
adjustment, if any, will be accounted for in the year of reconciliation and/or confirmation.
ix. All known liabilities are provided for on the basis of available information/ estimates.
x. Expenses recognized during the year
(₹ in lakhs)
Gratuity (Not funded)
Particulars
Apr-June 21 2020-21 2019-20 2018-19
In Income Statement
Current Service Cost 4.57 16.79 21.06 9.42
Interest Cost 0.94 3.74 1.71 1.11
Total cost 5.52 20.53 22.76 10.53
In Other Comprehensive Income - - - -
Actuarial (Gain) / Loss (4.26) (20.83) 10.18 0.27
(4.26) (20.83) 10.18 0.27

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 (₹ in Lakhs)
Actuarial Assumptions
Gratuity (Not funded)
Indian Assured Lives Mortality (2006-08) Ultimate
Apr-June 21 2020-21 2019-20 2018-19
Discount rate (per annum) # 6.60% 6.50% 6.80% 7.50%
Rate of escalation in salary (per annum) * 7.00% 7.00% 7.00% 7.00%
Retirement age 60 years 60 years 60 years 60 years
# We have used the Discount Rate as 6.60% p.a. which relates to the par-yield rate available on
Government Securities (G. Sec.) for the tenure of 14.00 years i.e., the expected term of the obligation.
The rate is taken as per the deal rate as on 30-06-2021 as suggested under Indian Accounting Standard -
15.
* Estimates of future salary increases have been done on the basis of current salary suitably projected for
future, beginning one year after the valuation date, the period is validated based on the available
information as to the salary revision date other than the date one year after the valuation date, taking
into consideration the general trend in inflation, seniority, promotion and other relevant factors, such as
supply and demand in the employment market.
xi. Additional disclosure on Uncertainty relating to the global health pandemic on COVID-19
In assessing the recoverability of receivables including unbilled receivables, contract assets and
contract costs, intangible assets, and certain investments, the Company has considered internal and
external information up to the date of approval of these standalone financial statements including
credit reports and economic forecasts. The Company has performed sensitivity analysis on the
assumptions used herein. Based on the current indicators of future economic conditions, the
Company expects to recover the carrying amount of these assets.
The Company on the basis of its assessment believes that the probability of the occurrence of
forecasted transactions is not impacted by COVID-19. The Company has also considered the effect
of changes, if any, both in counterparty credit risk and own credit risk.
The impact of COVID-19 remains uncertain and may be different from what the company has
estimated as of the date of approval of these standalone financial statements and the Company will
continue to closely monitor any material changes to future economic conditions.
Annexure VI - Restated Statement on Adjustments to Standalone Audited Financial Statements of
Euro Panel Product Limited (Formerly known as Euro Panel Product Private Limited)
Summarized below are the restatement adjustments made to the Audited Financial Statements for the
quarter ended 30th June 2021 and years ended March 31, 2021, 2020, 2019 and their impact on the
retained earnings of the Company:
(₹ in lakhs)
For the Year ended
Particulars As at As at As at
As at June
March 31, March 31, March 31,
30, 2021
2021 2020 2019
A. Adjustments:
Material Restatement Adjustments
i Additional Gratuity Provision (Provision as per 28.51 19.74 (23.17) (10.34)
Actuarial Valuation less provision as per books)

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 ii. Gratuity Provision for period prior to 1st - - - (14.74)
April 2018
iii. Preliminary Expenses written off prior to - - - (83.80)
1st April 2018
iv. Reversal of Preliminary Expenses written - - 41.90 41.90
off
v. Depreciation & Amortization Expenses 9.64 - - (9.64)
vi. Prepaid Expenses/ Provision for Expenses 2.99 (0.99) (1.92) (0.08)
(Excluding those on account of changes in - - - -
accounting policies):
(i) Audit Qualifications - - - -
Total: 41.14 18.75 16.81 (76.70)
(ii) Other material adjustments - - - -

(iii) Tax adjustments - - - -

i. Deferred Tax Assets/ Liabilities Provision (7.22) (4.91) 6.57 5.56
ii. Provision for Income Tax 16.27 (4.85) (11.97) (4.96)
Total: 50.19 8.99 11.42 (76.10)
B. Adjustments on account of changes in - - - -
accounting policies:
Total: - - - -
Total impact of Adjustments (A+B) 50.19 8.99 11.42 (76.10)
Reconciliation of Restated Retained Earnings: - - - -
Retained Earnings as per Audited Financials 1,334.63 1,197.14 835.94 450.84
Add/ Less Impact of Adjustments (5.51) (55.70) (64.69) (76.10)
Retained Earnings as per Restated Financial 1,329.13 1,141.44 771.25 374.73
Annexure VI - Restated Statement on Adjustments to Standalone Audited Financial Statements of
Euro Panel Product Limited (Formerly known as Euro Panel Product Private Limited)
Summarized below are the restatement adjustments made to the Audited Financial Statements for the
quarter ended 30th June 2021 and years ended March 31, 2021, 2020, 2019 and their impact on the profit
/ (loss) of the Company.
(₹ in lakhs)
Particulars For the Year ended
As at June 30, As at March As at March 31, As at March 31,
2021 31, 2021 2020 2019
A. Adjustments:
Material Restatement
Adjustments
i. Additional Gratuity Provision 28.51 19.74 (23.17) (10.34)
(Provision as per Actuarial
Valuation less provision as per
books)
ii. Preliminary Expenses written - - 41.90 41.90
off

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iii. Depreciation & Amortization 9.64 - - (9.64)
Expenses
iv. Provision for Expenses 2.99 (0.99) (1.92) (0.08)
(Excluding those on account of - - - -
changes in accounting policies):
(i) Audit Qualifications - - - -
Total: 41.14 18.75 16.81 21.84
(ii) Other material adjustments - - - -
(iii) Tax adjustments - - - -
i. Deferred Tax Assets/ Liabilities
-7.22 -4.91 6.57 5.56
Provision
ii. Provision for Income Tax 16.27 -4.85 -11.97 -4.96
Total: 50.19 8.99 11.42 22.44
B. Adjustments on account of - - - -
changes in accounting policies :
Total: - - - -
Total impact of Adjustments
50.19 8.99 11.42 22.44
(A+B)
Reconciliation of Restated Profit - - - -
/ Losses :
Net Profit/ Loss after Tax as per
137.49 361.20 385.10 371.15
Audited Financials
Add/ Less Impact of Adjustments 50.19 8.99 11.42 22.44
Net Profit/ Loss after Tax as per
187.68 370.19 396.52 393.59
Restated Financials
Explanatory notes to the above restatements made in the audited financial statements of the
Company for the respective years:
Adjustments having impact on Profit:
a) Depreciation & Amortization Expense – Depreciation on one of Machinery in F Y 2018-2019 was
wrongly calculated amounting to Rs. 9,63,591/- which has now been restated.
b) Preliminary Expenses Written-off - Preliminary Expenses of ₹ 83,79,870.38 was amortized over 2
years and which has now been deducted from opening reserves.
c) Provision for Gratuity: The Company has provided for Provision for gratuity from F Y 2019-2020
onwards as per working provided by Provision for Gratuity Act, which has now been restated from
inception of company as per actuarial valuation. Provision prior to restatement period is restated in
opening reserves.
d) Provision for Expenses: Provision for Interest on LC charges was not calculated for each period of
restatement are now restated in the respective years.
e) Deferred Tax Benefit - The Company has provided for Deferred tax benefit in the books. However,
due to restatement of accounts, the same is recalculated and provided into the books of accounts.
f) Provision for Income Tax: The Company has provided for Provision for Income Tax in the books.
However, due to restatement of accounts, the same is recalculated and provided into the books of
accounts.
Adjustments having no impact on Profit:
a) Material Regrouping: Appropriate regroupings have been made in the Restated Summary
Statements, wherever required, by a reclassification of the corresponding items of income, expenses,

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 assets, liabilities and cash flows in order to bring them in line with the groupings as per the audited
financial statements of the Company, prepared in accordance with Schedule III and the requirements
of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations,
2018 (as amended).
Annexure VII-Restated Standalone Statement of Investments of Euro Panel Product Limited (Formerly
known as Euro Panel Product Private Limited)
(₹ in lakhs)
Particulars As at
June 30, March March March
2021 31, 2021 31, 2020 31, 2019
Non-current investments
Non Trade - Unquoted
Investment In Fixed Deposit
1. Fixed Deposit No.04140300044081 (Custom License) 22.23 22.23 20.52 18.98
2. Fixed Deposit No.04140300053346 ( DGVCL ) - - - 48.25
3. Fixed Deposit No.04140300056771 (Custom License) 1.13 1.13 1.07 1.01
4. Fixed Deposit No.50300332924157 (Custom License) 15.06 14.30 13.40 -
5. Fixed Deposit No.50300334481921 ( DGVCL ) 7.13 7.13 7.13 -
6. Fixed Deposit No.50300390362605 (Custom License) 12.07 12.07 12.07 -
- - - -
Investment In Share 11.20 11.20 10.70 -
The Cosmos Co-Op Bank Ltd (Share Money) - - - -
(Out of the above, Share Certificate amounting to Rs. - - - -
19500 is in the personal name of the Director)
68.81 68.06 64.88 68.24
Annexure VIII-Restated Standalone Statement of Inventory of Euro Panel Product Limited (Formerly
known as Euro Panel Product Private Limited)
Inventories
(₹ in lakhs)
Particulars As at
June 30, March 31, March 31, March 31,
2021 2021 2020 2019
Raw Material & Scraps, Stores and Spares 4,465.38 4,451.83 3,220.07 2,417.23
Finished Goods 4,506.94 3,755.93 3,635.52 2,675.84
Goods in Transit - 25.01 1,099.21 -
(As Taken, Valued & Certified by the Management) - - - -
- - - -
Total 8,972.32 8,232.77 7,954.80 5,093.07

Annexure XI-Restated Standalone Statement of Accounting Ratios of Euro Panel Product Limited
(Formerly known as Euro Panel Product Private Limited)

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 For the year ended
Sr.
Particulars June 30, March 31, March 31, March 31,
No.
2021 2021 2020 2019
Restated Profit / (Loss)
1 187.68 370.19 396.52 393.59
after Tax (₹ in lakhs)
Net Profit / (Loss) available
2 to Equity Shareholders (₹ 187.68 370.19 396.52 393.59
in lakhs)
Weighted average number 18,000,000 18,000,000 16,227,309 11,042,705
of Equity Shares
3
outstanding during the
year
Number of Equity Shares 18,000,000 18,000,000 18,000,000 15,755,000
4 outstanding at the end of
the year
Net Worth for Equity
5 3,489.13 3,301.44 2,931.25 2,175.53
Shareholders (₹ in lakhs)
6 Accounting Ratios:
Basic & Diluted Earnings / 1.04 2.06 2.44 3.56
(Loss) per Share (₹) (2)/ (3)
Return on Net Worth for 5.38% 11.21% 13.53% 18.09%
Equity Shareholders (2)/
(5)
Net Asset Value Per Share 19.38 18.34 16.28 13.81
(₹) (5)/ (4)
Notes:
i. Weighted average number of equity shares is the number of equity shares outstanding at the
beginning of the year adjusted by the number of equity shares issued during the year multiplied
by the time weighting factor. The time weighting factor is the number of days for which the
specific shares are outstanding as a proportion of total number of days during the year.
ii. Net worth for ratios mentioned in note D is = Equity share capital + Reserves and surplus (including
Subsidy, Securities Premium and Surplus/ (Deficit).
iii. The above ratios have been computed on the basis of the Restated Financial Information-
Annexure I & Annexure II.
Annexure XII-Restated Standalone Statement of Capitalization of Euro Panel Product Limited (Formerly
known as Euro Panel Product Private Limited)
(₹ in lakhs)
Post Issue
Pre-Issue as at
Particulars As at June
June 30, 2021
30, 2021
Debt:
Long term borrowings 1102.00 1102.00
Short term borrowings 1641.46 737.11
Current portion of Secured long-term borrowings, included in
676.50
Other Current Liabilities 676.50

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 Total debt (A) 3419.97 2515.62
Shareholders’ Funds:
Equity Share Capital 1,800.00 2450.00
Reserves and Surplus 1689.13 5589.13
Total Shareholders’ Funds (B) 3489.13 8039.13
Total Debt/Equity Ratio (A/B) 0.98 0.31
Annexure XIII - Restated Standalone Statement of Tax Shelter of Euro Panel Product Limited (Formerly
known as Euro Panel Product Private Limited)
(₹ in lakhs)
For The Year Ended
As at As at As at As at
Particulars June March March March
30, 31, 31, 31,
2021 2021 2020 2019
Profit before taxation and Restatement adjustments 252.3 592.2 626.7 406.26
A
4 5 8
Tax at applicable Rates 25.17 25.17 27.82 27.82
B
% % % %
Tax thereon at the above rate 63.52 149.0 174.3 113.02
C
7 7
Adjustments:
D Permanent differences
Net Disallowances / (Allowances) under the Income Tax Act,
1961
Total permanent differences 0.00 0.00 0.00 0.00
E Timing Difference
i. Difference between book and tax depreciation 6.98 (-7.11) (73.40 (62.39
) )
ii. Deductions u/s 43B of the Income Tax Act, 1961 11.21 -21.33 26.46 0.20
- Bonus and leave encashment - - - -
iii. Statutory Liabilities 1.26 -0.30 32.95 10.34
Provision for Gratuity - - - -
vi Donation - 0.59 1.17 0.96
vii Brought Forward Losses - - - -77.04
viii Deductions u/s 80G of the Income Tax Act, 1961 - -0.30 -0.59 -0.31
Total timing differences 19.48 -28.41 -13.39 -
128.23
Net Adjustments (D+E) 19.48 -28.41 -13.39 -
F
128.23
G Tax Expenses / (Savings) thereon (FxB) 4.90 -7.15 -3.73 -35.67
Tax Liability (C+G) 68.42 141.9 170.6 77.35
H
2 4
Minimum Alternate Tax under Sec. 115 JB of Income Tax Act
I
including other taxes

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 Book profit u/s 115 JB 252.3 592.2 626.7 406.26
4 5 8
Tax Rate as per Minimum Alternate Tax under Sec. 115 JB of 1.72 1.72 1.67 2.06
Income Tax Act
Tax Liability as per Minimum Alternate Tax under Sec. 115 JB 43.30 101.6 104.6 83.64
of Income Tax Act including other taxes 3 2
Net Tax Liability (Higher of H and I) 68.42 141.9 170.6 83.64
J
2 4
Total Current tax 68.42 141.9 170.6 83.64
K
2 4
Impact of Material Adjustments for Restatement in -- -- -- --
L corresponding period / years
Current Tax Liability on Material Adjustments for -- -- -- --
M restatement in
corresponding period / years
Taxable Profit before Taxation and after adjustments as 271.8 563.5 612.8 200.69
L
Restated (A+F+L, restricted to zero) 3 4 0
Total Tax Liability after Tax impact of adjustments 68.42 141.8 170.4 55.83
M
4 8

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
The following discussion is intended to convey Management’s perspective on our financial condition and
results of operations for the period ended June 30, 2021 and for the financial year ended March 31, 2021,
2020, and 2019. You should read the following discussion of our financial condition and results of
operations together with our restated financial statements included in this Prospectus. You should also
read the section entitled “Risk Factors” beginning on page no. 24 of this Prospectus, which discusses a
number of factors, risks and contingencies that could affect our financial condition and results of
operations. The following discussion relates to our Company and, is based on our Restated Financial
Statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI
Regulations. Portions of the following discussion are also based on internally prepared statistical
information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a
particular fiscal year (“Fiscal Year”) are to the twelve-month period ended March 31 of that year.
In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to Euro
Panel Products Limited, our Company. Unless otherwise indicated, financial information included herein
are based on our “Restated Financial Statements” for the period ended June 30, 2021 and for the Financial
Years 2021, 2020, and 2019 beginning on page no. 149 of this Prospectus.
BUSINESS OVERVIEW
Our Company was originally incorporated as a private limited company in the name of “Archer Trading
House Private Limited” under the provisions of the Companies Act, 1956 vide Certificate of Incorporation
dated December 18, 2013 bearing Corporate Identification Number U51101MH2013PTC251176 issued by
the Registrar of Companies, Maharashtra, Mumbai. Subsequently, the name of our Company was changed
to “Euro Panel Products Private Limited” pursuant to the special resolution passed by the Shareholders of
our Company at the Extra-Ordinary General Meeting held on August 18, 2014. The Deputy Registrar of
Companies, Mumbai issued a fresh Certificate of Incorporation dated October 22, 2014, upon change of
the name of the Company, bearing Corporate Identification Number U28931MH2013PTC251176. Our
Company was converted into a public limited company pursuant to the special resolution passed by the
Shareholders of our Company at the Extra-Ordinary General Meeting held on August 25, 2021 and
consequently upon conversion, the name of our Company was changed to “Euro Panel Products Limited”
vide a fresh Certificate of Incorporation dated September 21,2021 bearing Corporate Identification
Number U28931MH2013PLC251176 issued by the Registrar of Companies, Mumbai. For further details,
please refer to chapter titled “History and Certain Corporate Matters” beginning on page no. 124 of this
Prospectus.
For further details, please refer chapter “Business Overview” on page no. 97 of this Prospectus.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR:
After the date of last financial year i.e. March 31, 2021, the following material events have occurred
after the last audited period.
1. The Board of Directors of the Company approved the Initial Public Offering of our Company in their
meeting held on September 30, 2021.
2. The Shareholders of the Company approved the Initial Public Offering of our Company in their meeting
held on September 30, 2021
KEY FACTORS AFFECTING THE RESULTS OF OPERATION:
Our Company’s future results of operations could be affected potentially by the following factors:

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1. Changes in Laws and Regulations that apply to our Industry.
2. Changes in Fiscal, Economic or Political conditions in India
3. Failure to comply with regulations prescribed by authorities of the jurisdiction in which we operate
4. Competition with existing and new entrants
DISCUSSION ON RESULTS OF OPERATIONS
Revenue of operations
Our Company is engaged into manufacturing of Aluminium Composite Panels (ACPs). Our primary revenue
is from sales of ACPs through our distributors on PAN India basis.
Other Income
Our other income consists of Fixed Deposits Receipts, Interest on Security Deposit with Dakshin Gujarat
Vij Company Limited (DGVCL), Subsidy Received (For Term Loan) Treasury Off, Valsad, Foreign Exchange
Fluctuation (Net), etc.
(Rs in lakhs)
For the period
ended June March 31, March 31, March 31,
PARTICULARS 30, 2021 2021 2020 2019
Revenue from Operations 3,143.68 14,225.16 14,238.14 10,802.37
% of total revenue 98.96 99.27 99.57 99.40
Other Income 46.94 105.21 61.23 64.66
% of total revenue 1.04 0.73 0.43 0.60
Total Revenue 3190.62 14330.37 14299.37 10867.03
Expenditure
Cost of Material Consumed 2,823.61 10,157.21 10,924.87 7,748.80
% of total revenue 88.50 70.88 76.40 71.31
Changes in Inventories (751.01) (120.41) (959.69) (82.39)
% of total revenue (23.54) (0.84) (6.71) (0.76)
Direct Expenses 0.00 0.00 0.00 0.00
% of total revenue 0.00 0.00 0.00 0.00
Employee Benefit Expenses 279.47 973.97 992.94 713.91
% of total revenue 8.76 6.80 6.94 6.57
Finance Cost 162.56 696.83 680.84 670.90
% of total revenue 5.09 4.86 4.76 6.17
Depreciation and Amortisation 76.43 298.75 236.33 168.89
% of total revenue 2.40 2.08 1.65 1.55
Other Expenses 347.21 1,731.77 1,797.30 1,240.67
% of total revenue 10.88 12.08 12.57 11.42
Total Expenditure 2938.27 13,738.12 13,672.59 10,460.78
% of total revenue 92.09 95.87 95.62 96.26
Profit and Loss Before Tax 252.34 592.25 626.78 406.25
Tax Expense:

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 For the period
ended June March 31, March 31, March 31,
PARTICULARS 30, 2021 2021 2020 2019
Current Tax 68.41 147.00 170.60 84.10
Deferred Tax Charge/(Credit) (3.74) (2.29) 2.84 6.62
Short /(excess) provision for tax 0.00 2.34 0.00 1.09
MAT Entitlement Credit/(Utilised) 0.00 (75.01) (56.82) 79.14
Total Tax Expense 64.67 222.06 230.26 12.67
PROFIT AND LOSS FOR THE YEAR 187.68 370.19 396.52 393.59
% of total revenue 5.88 2.58 2.77 3.63

FOR THE PERIOD ENDED JUNE 30, 2021

Income
Revenue from Operations
Our revenue from operations for the period ended June 30, 2021 was ₹ 3,143.68 Lakhs which is about
98.95% of the total revenue and which includes revenue from manufacturing and sales of Aluminium
Composite Panels (ACPs)
Other Income
Our other income for the period ended June 30, 2021 was ₹ 46.94 Lakhs which is about 1.47% of the total
revenue.
Expenditure:
Cost of Material Consumed
Our Cost of Material consumption for the period ended June 30, 2021 was ₹ 2,823.61 Lakhs which is about
88.50% of total revenue.
Employee Benefits Expenses
The employee benefits expenses for the period ended June 30, 2021 is ₹ 279.47 Lakhs which is about
8.76% of the total revenue and which includes Salaries, Bonus, Provident Fund and ESIC, Gratuity and
other expenses.
Finance Cost
Financial costs for the period ended June 30, 2021 is ₹ 162.56 Lakhs which is about 5.09% of the total
revenue and which consists of interest on working capital loan and Interest on loan.
Other Expenses
Other Expenses for the period ended June 30, 2021 is ₹ 347.21 Lakhs which is about 10.88 % of the total
revenue and which includes legal and professional Fees, labour charges, rent, sales promotion, packing
charges.
Depreciation and Amortization Expenses:
Depreciation for the period ended June 30, 2021 is ₹ 76.43 Lakhs which is about 2.40% of the total revenue
and which consists of depreciation and amortization.
Profit after Tax

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Profit after tax for the period ended June 30, 2021 is ₹ 187.68 Lakhs which is about 5.88% of the total
revenue.
COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2021 TO FINANCIAL YAER ENDED MARCH 31,
2020
Income
Revenue from Operations
The company is engaged in manufacturing of ACPs. The total income from operations for the F.Y. 2021
was ₹. 14,225.16 lakhs and it was ₹. 14,238.14 lakhs during the F.Y. 2020. The revenue of the Company
has decreased in the year FY 2021 by 0.09 %.
Other Income
The Other Income comprises of interest on deposits, interest on FDR, foreign exchange fluctuation. In the
F.Y. 2021 it was ₹. 105.21 Lakhs as compared to ₹. 61.23 Lakhs for the F.Y. 2020 which shows an increase
by 71.83 %. This was mainly due to foreign exchange fluctuations.
Expenditure:
Cost of Material Consumed
The cost of material consumed in FY 2021 was ₹. 10,157.21 Lakhs compared to ₹. 10,924.87 in FY 2020
due to reduction in the purchase of the raw materials.
Change in Inventories
There was decrease in change in inventories in FY 2021 by 87.45% as compared to FY 2020.
Employee Benefits Expenses
The Employee expenses for F.Y. 2021 was ₹. 973.97 Lakhs as compared to ₹. 992.94 Lakhs in F.Y. 2020.
The decrease in the employee expenses was on account of decrease in gratuity. However, there was
increase in the salaries and wages of the employees and staff welfare expenses.
Finance Cost
The Finance Cost for F.Y. 2021 was ₹. 696.83 Lakhs against the Finance Cost of F.Y. 2020 which was ₹.
680.84 Lakhs.
Other Expenses
The other expenses, in the F.Y. 2021 it was ₹. 1,731.77 Lakhs as compared to ₹. 1797.30 Lakhs for the F.Y.
2020 which shows a reduction of 3.65% in other expenses. This was due to reduction in commission
expenses, labour charges and sales promotion.
Depreciation and Amortization Expenses:
The Depreciation for F.Y. 2021 was ₹. 298.75 Lakhs as compared to ₹. 236.33 Lakhs in F.Y. 2020.
Profit after Tax (PAT)
PAT was decreased from ₹. 396.52 lakhs in F.Y. 2020 to ₹. 370.19 Lakhs in F.Y. 2021. The profit after tax
decreased by 6.64 % as compared to F.Y. 2020 on account of decrease in revenue from operations.

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COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2020 TO FINANCIAL YAER ENDED MARCH 31,
2019
Income
Revenue from Operations
The company is engaged in manufacturing of ACPs. The income from revenue from operations for the F.Y.
2020 was ₹. 14,238 Lakhs and it was ₹. 10,802 Lakhs during F.Y. 2019. The Company’s revenue from
operations has increased in the year FY 2020 by 31.81 %.
Other Income
The other income in F.Y. 2020 was ₹. 61.23 lakhs as compared to ₹. 64.66 lakhs in F.Y. 2019 which shows
a decrease by 5.30 % in other Income.
Expenditure:
Cost of Material Consumed
The cost of material consumed in FY 2020 was ₹. 10,924.87 Lakhs which is more as compared to FY 2019
i.e. ₹. 7748.80 as the Company increased its purchases by 40.99 %.
Change in Inventories
There was decrease in change in inventories in FY 2020 by 1064.81% as compared to FY 2019.
Employee Benefits Expenses
The Employee expenses for F.Y. 2020 was ₹. 992.94 Lakhs against the expenses of F.Y. 2019 was ₹. 713.91
Lakhs. The increase in the employee expenses was on account of increase in salary, Contribution to
Provident Fund and welfare of staff members.
Finance Cost
The Finance Cost for F.Y. 2020 was ₹. 680.84 Lakhs against the Finance Cost of F.Y. 2019 which was ₹.
670.90 Lakhs.
Other Expenses
Other Expenses increased from ₹. 1240.67 Lakhs for F.Y. 2019 against ₹. 1797.30 Lakhs in F.Y. 2020. The
other expenses includes commission, insurance charges, legal and professional fees, rent etc.
Depreciation and Amortization Expenses:
The Depreciation for F.Y. 2020 was ₹. 236.33 Lakhs as compared to ₹. 168.89 lakhs in F.Y.2019.
Profit after Tax (PAT)
PAT increased from ₹. 393.58 Lakhs for the F.Y. 2019 to ₹. 396.52 lakhs in F.Y. 2020. The profit after tax
increased by 0.75 % as compared to F.Y. 2019 on account of increase in total revenue.
Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:
1. Unusual or infrequent events or transactions
To our knowledge there have been no unusual or infrequent events or transactions that have taken
place during the last three (3) years.
2. Significant economic changes that materially affected or are likely to affect income from continuing
operations.

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 Our business has been subject, and we expect it to continue to be subject to significant economic
changes arising from the trends identified above in ‘Factors Affecting our Results of Operations’ and
the uncertainties described in the section entitled “Risk Factors” beginning on page no. 24 of this
Prospectus. To our knowledge, except as we have described in this Prospectus, there are no known
factors which we expect to bring about significant economic changes.
3. Income and Sales on account of major product/main activities
Income and sales of our Company on account of main activities derives from manufacturing of ACPs
and selling them through the distributors on PAN India basis.
4. Whether the company has followed any unorthodox procedure for recording sales and revenues
Our Company has not followed any unorthodox procedure for recording sales and revenues.
5. Known trends or uncertainties that have had or are expected to have a material adverse impact on
sales, revenue or income from continuing operations.
Apart from the risks as disclosed under Section titled “Risk Factors” beginning on page no. 24 in this
Prospectus, in our opinion there are no other known trends or uncertainties that have had or are
expected to have a material adverse impact on revenue or income from continuing operations.
6. Extent to which material increases in net sales or revenue are due to increase in services
Increases in revenues are by and large linked to increases in volume of business.
7. Total turnover of each major industry segment in which the issuer company operated.
The Company is engaged in manufacturing business of Aluminium Composite Panel, the relevant
industry data, as available, has been included in the chapter titled "Industry Overview" beginning on
page no 92 of this Prospectus.
8. Status of any publicly announced new products or business segment.
Our Company has not announced any new services or business segment.
9. The extent to which business is seasonal.
Our Company’s business is not seasonal.
10. Any significant dependence on a single or few suppliers or customers.
Our Company is not dependent on any single or few suppliers of customers.
11. Competitive conditions.
Competitive conditions are as described under the Chapters titled “Industry Overview” and “Business
Overview” beginning on page no. 92 and 97, respectively of this Prospectus.

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 FINANCIAL INDEBTEDNESS
Our Company has availed certain credit facilities in the ordinary course of business for the purposes. Below
are the details:
A. SECURED
1. Credit facilities from Cosmos Co-op Bank Limited vide Sanction Letter dated July 26, 2021
Facility Cash Credit Letter of Credit (Import/Inland) (Sub limit of
cash credit)
Amount 850.00 Lakhs (200.00) Lakhs
Purpose Working Capital Finance Raw materials to be purchased under LC
Rate of 8.75% --
Interest
Period Repayable on demand/review upto 31/07/2022
Security Paripassu charge along with HDFC Raw materials to be purchased under LC
Bank Limited on all current assets
with the Company
Guarantors Rajesh Shah, Divyam Shah and Krishna Shah
Outstanding 644.73 Lakhs
as on June 30,
2021
Security
1. Pari Passu charge with HDFC Bank Limited on all current assets including in particular all stock of
raw material, work in progress, finished goods, stores, consumable items, all other articles, stock
whosesoever situated and / or in transit wherever it is and all book debts / bills / monies / claims,
receivables etc.
2. The Cosmos Co-op Bank Ltd. Will have First Charge and HDFC Bank Ltd will have Second Charge
on following securities: -
• Jumbo Shed Gowdown no 1 to 6 on ground floor, totally adm about 16875 Sq. ft in
building no O, Krishna Complex, along with equal area of land beneath the godown with
rights to construct open to sky, bearing New Survey No 7, Hissa no 8, (Old Survey No. 7/8,
9/1, 100/6, 100/8, 117/1, 117/3), Village Val, Near Gupta Compound, Anjur Road,
Bhiwandi, Thane- 421302. It is owned by Mr. Rajesh Nanalal Shah.
• Jumbo Shed Godown bearing no. 7 & 8, on ground floor, totally adm abt 4513 sq. ft. in
building no. O , in Krishna Complex, along with equal area of land beneath the godown
with rights to construct open to sky, bearing New Survey No. 7, Hissa No. 8, (old SN 7 /8,
9/ 1, 100/6, 100/8, 117 / 1, 117 /3), Village-Val, Near Gupta Compound, Anjur Road,
Bhiwandi, Thane-421302. It is owned by Mrs. Krishna Rajesh Shah.
• RCC Godown no. 1 on Ground floor and upper floor adm abt 3125 sq. ft. in building no. L,
Krishna Complex, along with equal area of land beneath the godown with rights to
construct open to sky, bearing SN 100, Hissa No. 4, Village-Val, Near Gupta Compound,
Anjur Road, Bhiwandi, Thane-421302, owned by Mrs. Krishna Rajesh Shah
• R C C Godown no. 2, ground and one upper floor, adrneasuring about 3125 sq. ft. in
building no. L, Krishna Complex, along with equal area of land beneath the godown with

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 rights to construct open to sky, bearing Survey No. 100, Hissa No. 4, Village-Val, Near
Gupta Compound, Anjur Road, Bhiwandi, Thane-421302. It is owned by Mrs. Krishna
Rajesh Shah.
• Solar Panel, ACP Machines, Cranes, Forklift, etc. purchased from our Term Loan.
3. HDFC Bank Ltd will have First Charge and The Cosmos Co-Op. Bank Ltd will have Second Charge
on the following Collateral Securities: -
• Existing Plant and Machineries hypothecated with HDFC Bank Ltd and Plant and
Machineries to be purchased from the term loan disbursement of HDFC Bank Ltd.
• Factory land & building at Revenue Survey no. 124/4, adm abt 1 H. 32 ARE, 54 sq. mt.
bearing Khata No. 340, Village Manekpur, Taluka- Urnbergaon, District-Valsad, Gujrat. It
is owned by M/s. Euro Panel Products Pvt. Ltd.
• Flat no. 801, 8th floor, adrn abt 2045 sq. ft., Acquaria Grande' Tower A Co-Op. Housing
Society Ltd, .along with 2 car parking spaces nos. 16 & 17 on the stilt (Renumbered as
Podium Level Pl-17 & 18),Near Orn Shanti Chowk, Devidas Road, Borivali West, Murnbai-
400103. It is owned by Mr. Rajesh Nanalal Shah
Key Covenants
• You should not make any change in the existing constitution as well as in the Director/s
of the concern without prior express permission of the Bank
• You should not incur any capital expenditure without proper Long-Term fund tie up. In
case these funds are to be raised from any other financial institute, prior permission of
our Bank will have to be obtained.
• You should not sell any of your fixed assets / investment which are charged to the bank
without prior permission of our Bank. If any fixed asset is to be sold, even though not
charged to the bank, which will adversely affect the performance of the company, banks
prior permission will have to be obtained
2. Credit facilities from HDFC Bank Limited
Sr. Credit Facility Limits Interest BG / LC Tenor / Valid Outstanding
No Rate Commission Valid upto Loan as on
upto June 30,
2021
1. Letter of Credit 3300.00 -- 1.00% p.a 180 days July 31, 2,231.29
2021
2. Cash Credit (1500.00) 3 Month -- 12 July 31, 788.73
(Sublimit LC) Repo + 4 Months 2021
i.e 8 % p.a
3. Term Loan – 1 420.00 3 Month -- Balance -- 133.40
Repo + tenor
4.85 i.e July 31,
8.85 % p.a 2021
4. PSR (Sublimit LC) (500.00) As -- 12 July 31, --
Applicable Months 2021

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 Sr. Credit Facility Limits Interest BG / LC Tenor / Valid Outstanding
No Rate Commission Valid upto Loan as on
upto June 30,
2021
5. Term Loan – 2 150.00 3 Month -- 60 July 31, 101.15
Repo + Months 2021
4.85 i.e
8.85 % p.a
6. Bank Guarantee 100.00 -- 1.25% 60 July 31, 68.41
Months 2021
7. Term Loan – 3 250.00 3 Month -- 60 July 31, 204.28
Repo + Months 2021
4.85 i.e
8.85 % p.a
8. Cash Credit 250.00 3 Month -- 12 July 31, 208.00
Repo + 4 Months 2021
i.e 8 % p.a
9. BG for SBLC (3300.00) - 1.00 p.a% 180 days July 31, --
2021
10. SBLC for BG (3300.00) - 1.00 p.a% 180 days July 31, --
2021
11. WCDL 300.00 Existing -- 3 Months -- 302.69*
CC rate +
2%
12. TL for Gift City (3300.00) -- 1.00 p.a% 180 days July 31, --
2021
13. GECL 496.83 8.25% p.a -- 4 years -- 496.83
(7.45% +
0.80%)
Total 5266.83
*Amount Outstanding includes Interest on WCDL
Purpose – Working Capital
Security –
a) Primary
• Hypothecation by way of first pari passu charge on all present and future Stocks, Book
Debts and other Current assets with Cosmos Bank Second (residual) charge on
machineries bought from Cosmos Bank Term Loan on which Cosmos Bank has first charge.
b) Collateral
• FLAT No. 801, Eighth Floor, Aquaria Grande Tower A Chsl Near Saint Lawrence School,
Borivali W- 400103 (Cosmos Bank is given second (residual) charge on the said property
• SURVEY No : 124/4,VILLAGE MANEKPUR, NEAR APAR INDUSTRIES, SANJAN-NARGOL
ROAD, TALUKA:UMBERGAON, DIST: VALSAD 396120 (Cosmos Bank is given second
(residual) charge on the said property

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 • Second (Residual) charge on Bhiwandi properties mortgaged with Cosmos Bank on which
Cosmos Bank has first charge
Restrictive Covenants:
• Guarantors not to issue any Personal Guarantee for any other loans without prior written
permission of Bank except for Car Loans, Personal loans, Home loans, Education loans to
be obtained for self and family member
• Borrower shall not divert any funds to any purpose and launch any new scheme of
expansion without prior permission of Bank
3. Cosmos Business Comfort Term Loan from Cosmos Co-op Bank Limited vide Sanction Letter dated
August 20, 2020 bearing reference no. COS/RO-II/10/2020-21.
Cosmos Business Comfort Term Loan ₹.100.00 Lakhs
Purpose Working Capital Finance
Rate of Interest 9.25% p.a.
Period 36 months (including moratorium period of 12
months and repayment period of 24 months)
Monthly instalment ₹. 4,61,250.00 (Rupees Four Lakhs Sixty-One
Thousand Two Hundred and Fifty)
Security Paripassu charge on all current (present and
future) assets with the Company and charge on
existing collateral securities by way of Equitable
mortgage through notice of information on
existing collateral securities.
Guarantors Rajesh Shah, Divyam Shah and Krishna Shah
Outstanding as on June 30, 2021 ₹. 100.00 Lakhs
4. Vehicle Loan from Cosmos Co-op Bank Limited vide Sanction Letter dated September 10, 2020
bearing reference no. Cos/Gore-W/17/2020-21. (Rephasement of existing car loan under COVID-19
Scheme).
Vehicle Loan ₹. 18.30 Lakhs
Purpose Rephasement of repayment period and
installment
Rate of Interest 8.25% as applicable
Period 32 months/ repayment on or before 22/04/2023
Instalment ₹. 63, 919 per month
Security Vehicle Purchased (Toyota Crysta GX8 Str)
Terms and Conditions All other terms and conditions mentioned in the
original sanction letter dated October 18, 2019
bearing Ref: Cos/Gorgoan/Rajesh/29/2018-19)
shall be applicable mutatis mutandis except
change in the repayment period and instalment as
mentioned hereinabove.
Outstanding as on June 30, 2021 Rs. 13.01 Lakhs

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5. Term Loan from Cosmos Co-op Bank Limited vide Sanction Letter dated September 08, 2020 bearing
reference no. Cos/RO-II/7B/2020-21. (Rephasement of existing term loan under COVID-19 Scheme).
Term Loan (outstanding portion as on 31/08/2020 Rs. 394.66 Lakhs
of Original Term Loan of Rs. 500 Lakhs)
Purpose Rephasement of repayment period and
installment
Rate of Interest 9.955% as applicable
Margin Not Applicable
Period 58 months
Instalment Rs. 10,97,239 per month
Security Securities and Loan documents which are taken
for principal/base facilities will continue to be
security for present outstanding portion of Term
Loan.
Guarantors Rajesh Shah, Divyam Shah and Krishna Shah
Terms and Conditions All other terms and conditions mentioned in the
original sanction letter dated May 17, 2019
bearing Ref: COS/MRO A/2019-20) shall be
applicable mutatis mutandis except change in the
repayment period and instalment as mentioned
hereinabove.
Outstanding as on June 30, 2021 Rs. 427.16 Lakhs
B. UNSECURED
(₹. in Lakhs)
Particulars Amount Outstanding as at June 30, 2021
Loan From Directors 1,074.74
Loan From Shareholders & Related Parties 892.70
Loan From Others 704.36
Total 2,671.79

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 SECTION VII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions,
proceedings before any judicial, quasi- judicial, arbitral or administrative tribunals, including pending
proceedings for violation of statutory regulations or alleging criminal or economic offences or tax liabilities
or any other offences (including past cases where penalties may or may not have been awarded and
irrespective of whether they are specified under paragraph (i) of Part I of Schedule XIII of the Companies
Act ) against our Company, Promoter, Group Companies and Directors as of the date of this Prospectus
that would have a material adverse effect on our business. There are no defaults, non- payments or
overdue of statutory liabilities, institutional/ bank dues and dues payable to holders of debentures or
fixed deposits and arrears of cumulative preference shares that would have a material adverse effect on
our business.
Except as disclosed below there are no:
i) litigation or legal actions, pending or taken, by any Ministry or department of the Government
or a statutory authority against our Promoters during the last five years;
ii) direction issued by such Ministry or Department or statutory authority upon conclusion of
such litigation or legal action;
iii) pending proceedings initiated against our Company for economic offences;
iv) default and non-payment of statutory dues by our Company;
v) inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013
or any previous companies’ law in the last five years against our Company and Subsidiaries
including fines imposed or compounding of offences done in those five years; or
vi) material frauds committed against our Company in the last five years.

Except as stated below there are no outstanding Material Dues (as defined below) to creditors; or (ii)
outstanding dues to small scale undertakings and other creditors.
Our Board, in its meeting held on August 25, 2021 determined that outstanding dues to creditors exceeds
10% of Profit After Tax as per the latest Restated Financial Statement of total outstanding trade payables
of our Company as per last audited financial statements shall be considered as material dues (“Material
Dues”).
Our Board, in its meeting held on August 25, 2021 determined that litigations involving the Company/
promoters/ group companies other than criminal proceedings, statutory or regulatory actions and
taxation matters where a monetary amount of claim by or against the entity or person in any such pending
matter(s) is in excess of 10% of Profit After Tax of latest Restated Financial Statement as per last audited
financial statements and such pending cases are material from the perspective of the Company’s business,
operations, prospects or reputation, shall be considered as material. Unless otherwise stated to contrary,
the information provided is as of date of this Prospectus.
PART 1: LITIGATION RELATING TO OUR COMPANY
A. FILED AGAINST OUR COMPANY
1. Litigation Involving Criminal Laws

Our Company has received Legal notice cum Reply dated : 14-08-2017 under section 406,420 of Indian
Penal Code from the Advocate of Mr.Ashish Passawala,proprietor of M/s. Radhe Krishna Enterprises for

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supply of defective goods as contended by the applicant. However no Criminal Case is initiated against
our Company yet.2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
(i) Direct Tax Liabilities:
NIL
(ii) Indirect Taxes Liabilities
Income Tax demand raised on our Company
d) Our Company has received Rectification Order U/s Sec 24 of Maharashtra Value Added Tax
Act,2002 for payment of Total Outstanding Amount of Rs.34,324.00/- to be paid into Government
Treasury at any Nationalized bank on or before 30 days from the date of the receipt of the notice
i.e 30 days from 21/10/2021.
e) Our Company has received Rectification Order u/s 9 (2) of Central Sales Tax Act,195 from
Department of Goods & Services Tax for payment of Total Outstanding Amount of Rs.52,552.00
to be paid into Government Treasury at any Nationalized bank on or before 30 days from the date
of the receipt of this demand notice i.e 30 days from 21/10/2021.
f) Our Company has received Rectification Order u/s 9 (2) of Central Sales Tax Act,195 from
Department of Goods & Services Tax for payment of Total Outstanding Amount of Rs.7,60,209.00
to be paid into Government Treasury at any Nationalized bank on or before 30 days from the date
of the receipt of this demand notice i.e 30 days from 21/10/2021.
Note : Our Company is under process to file an appeal before the Income Tax Appellate Authority
against the above mentioned Orders issued by the Income Tax Authority against our Company.

4.Other Pending Litigations

NIL
B. FILED BY OUR COMPANY
1.Litigation involving Criminal Laws
Our Company has lodged complaint before Dy.Commissioner of Police Borivali (W) against the M/S.GFS
FABRICATORS U/s.154(3) of Cr.P.C for recovery of an amount of ₹.4,68,512/- .
2. Litigation Involving Civil Laws
Our Company has filed cases filed before Borivali 43rd -Metropolitan Magistrate under Negotiable
Instrument Act,1881 under section 138 for dishonour of cheques against different Companies for
supplying the goods details of the pending cases are as follows :

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Sr. Company name Under section Case no. Amount Interest Case status Filing Next
No. (defandants) 141,142 138 receivable date date
negotiable
instrument
act,1881
1 JAYMIN 138 & u/s.313 4951/SS/2016 3,82,463 24% Statement 1-12- 15-01-
ENTERPRISE C.r.P.C u/s.313 Cr. 2016 2022
PC
2 ALLCO 138 932/207 6,24,435 24% Examination 10- 18-12-
ENTERPRISES in chief - 03- 2021
Affidavit 2017
filed
Part heard
3 IDEAL 138 1573/2017 2,29,087 24% Not heard 24- 15-04-
ENTERPRISES cases 04- 2022
2017
4 A.R. SOLUTIONS 138 1574/2017 7,50,000 24% Part Heard 24- 01-12-
04- 2021
2017
5 SL FABS 138 4435/2017 5,00,000 24% Not heard 12- 25-02-
cases 12- 2022
2017
6 TUFWALL GLAZING 138 2529/2017 3,35,329 24% Part Heard 18- 02-03-
AND CLADING 07- 2022
2017
7 KEVINKUMAR AND 138 1946/2017 24% Not heard 25- 10-03-
BROS cases 05- 2022
2017
8 A P MARKETING 138 4939/2018 5,24,561 24% Not heard 15- 18-01-
cases 10- 2022
2018
9 ALCO SHEETS & 138 412/MISC/2019 1,71,917 24% Not heard 27- 29-04-
PANELS PVT LTD cases 09- 2022
2019
10 KRISHNA 138 5898/2019 20,26,680 24% Not heard 26- 07-01-
CREATORS cases 12- 2022
2019
11 M/S. MIND FARE 138 RW142 5689/2019 1,37,931 24% Not heard 12- 07-01-
PROJECTS cases 12- 2022
2019
12 THE BEST 138 RW142 5688/2019 3,24,330 24% Not heard 12- 07-01-
CONTRACTORS cases 12- 2022
2019
13 SHREE DÉCOR 138 142 5687/2019 1,76,000 24% Not heard 12- 07-01-
cases 12- 2022
2019

Page 206 of 320

Sr. Company name Under section Case no. Amount Interest Case status Filing Next
No. (defandants) 141,142 138 receivable date date
negotiable
instrument
act,1881
14 URBANARCH 138RW141, 5243/2019 87,602 24% Not heard 21- 08-04-
SYSFAB PVT LTD & 142 cases 11- 2022
ORS 2019
15 M/S.RAJSHREE 138RW141, 4231/2019 5,57,212 24% Not heard 25- 05-02-
CONSTRUCTION 142 cases 09- 2022
AND 2 ORS 2019
16 M/S.ALUSTRUCT 138RW141, 3846/2019 3,86,922 24% Not heard 03- 01-12-
GLAZING & 2 ORS 142 cases 09- 2021
2019
17 M/S.ARYAN GLAZE 138 RW 142 3631/2019 3,45,400 24% Not heard 27- 01-12-
ENTERPRISES cases 08- 2021
2019
18 M/S.SUNGLAZ 138,142 1869/2019 3,47,253 24% Not heard 08- 07-01-
cases 05- 2022
2019
19 M/S.GLASS 138,141,142 4301335/2020 3,64,798 24% Not heard 03- 29-12-
CREATION cases 03- 2021
2020
20 M/S.ALCOI SALES 138 4301827/2020 6,35,538 24% Not heard 11- 04-02-
CORPORATION ELA cases 11- 2022
SHARMA 2020
21 M/S.LEXUS 138,142 4301826/2020 24% Not heard 11- 04-02-
ENTERPRISES cases 11- 2022
2020
22 M/S.VIN 138,141,142 4301336/2020 6,61,546 24% Not heard 03- 29-12-
SEMICONDUCTORS cases 03- 2021
PVT LTD & 2 ORS 2020
23 M/S. A H 138R/W142 958/2020 2,30,876 24% Not heard 31- 08-04-
ENTERPRISES cases 01- 2022
2020
24 M/S.DIAMOD 138r/w142 5878/2019 1,72,036 24% Not heard 19- 07-01-
INCUBAORS cases 12- 2022
OVERSEAS INC 2019
25 M/S.SHREE 138,142 1870/2019 1,76,000 24% Not heard 08- 07-01-
ALUMINIUM cases 04- 2022
2019
26 AGGARWAL 4300168/ 138,142 2,26,406 24% Not heard 08- 10-02-
HARDWARE STORE 2021 cases 01- 2022
2021
27 RIGHT 4300164/ 138 r/w 6,16,349 24% Not heard 08- 10-02-
ENTERPRISES 2021 141,142 cases 01- 2022
2021

Page 207 of 320

Sr. Company name Under section Case no. Amount Interest Case status Filing Next
No. (defandants) 141,142 138 receivable date date
negotiable
instrument
act,1881
28 COMPOSITE 4300166/ 138 r/w 5,42,397 24% Not heard 10-02-
BUILDING 2021 141,142 cases 08- 2022
TECHNOLOGIES 01-
2021
29 DEFAB PROJECTS 4300165/ 138 r/w 4,47,770 24% Not heard 08- 10-02-
2021 141,142 cases 01- 2022
2021
30 SAI 4301842/ 138 r/w 5,73,362 24% For 21- 28-12-
ARCHTECTURAL 2021 141,142 Verification 08- 2021
PVT LTD 2021
31 BEACON TRADE 4301533/ 138 r/w 142 4,15,141 24% Not heard 10- 21-02-
INDIA 2021 cases 05- 2022
2021
32 THE STRUCTURES 4301803/ 138 r/w 142 1,42,245 24% For 13- 28-12-
2021 Verification 08- 2021
2021
33 NIKET ALUMINIUM 4301809/ 138 r/w 142 1,00,000 24% For 13- 28-12-
2021 Verification 08- 2021
2021
34 MAA JAISWAL 4300935/2021 138 r/w 142 1,22,944 24% For 15- 18-01-
ALUMINIUM Verification 02- 2022
WORKS 2021
35 JAI DURGA 4300936/2021 138 r/w 142 2,28,457 24% Not heard 15- 18-01-
ALUMINIUM cases 02- 2022
SECTION HOUSE 2021
36 VISHAKHA 4300927/2021 138 r/w 142 2,93,623 24% Not heard 15- 18-01-
ENTERPRISES cases 02- 2022
2021
37 SHIVAM 4300930/ 138 r/w 142 7,12,439 24% Not heard 15- 18-01-
ENTERPRISES 2021 cases 02- 2022
2021
38 PRAMILA 4300925/2021 138 r/w 142 4,19,907 24% Not heard 15- 18-01-
ENTERPRISES cases 02- 2022
2021
39 BANSI CREATIVEE 4300928/2021 138 r/w 142 2,75,504 24% Not heard 15- 18-01-
cases 02- 2022
2021
40 M/s.PAVITER 4300837/2021 138 r/w 142 9,26,333 24% Misc.cases 20- 29-12-
SHEETS AND GRILL 10- 2021
WORKS 2021
41. Our Company has issued Notice against the Company MARS TECHNOLOGIES:

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Current status: settlement arrived between the parties via email date 17th Septemeber,2021 received
from Mars Technologies
3. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
4. Litigation involving Tax Liabilities
(i) Direct Tax Liabilities:
NIL
(ii) Indirect Taxes Liabilities
NIL
5.Other Pending Litigations
NIL
PART 2: LITIGATION RELATING TO OUR PROMOTERS
A. FILED AGAINST OUR PROMOTERS
1. Litigation Involving Criminal Laws
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
(i) Direct Tax Liabilities:
(ii) Indirect Taxes Liabilities
Our Companies Promoter RAJESH NANALAL SHAH has received Demand Notice by Income Tax Authority
details of the demand raised is given below: -
Sr.No. Assessment Number Section Date of Outstanding Demand TOTAL
year of cases demand raised Amount to the Extent
of ascertainable (₹.)
1 AY 2008 1 147 30-12-2017 130948 & INT 562766 693714
2 AY 2018 1 1431 a 07-11-2019 1020440 & INT 11,64,608
142856
3 AY 2015 1 1433 26-12-2017 5766116 & INT 59,10,284
144168
4 AY 2011 1 147 13-12-2018 1112248 & INT 13,90,298
278050
5 AY 2013 1 1433 30-03-2016 1080210 & INT 14,39,347
359137
TOTAL 1,05,98,251
4. Other Pending Litigations
NIL

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B. CASES FILED BY OUR PROMOTERS
1. Litigation Involving Criminal Laws
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
(iii) Direct Tax Liabilities
NIL
(iv) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL
PART 3: LITIGATION RELATING TO OUR DIRECTORS (OTHER THAN THE PROMOTERS OF
THE COMPANY)
A. LITIGATION AGAINST OUR DIRECTORS
1. Litigation Involving Criminal Laws
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
NIL
(i) Direct Tax Liabilities
NIL
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL
B. LITIGATION BY OUR DIRECTORS
1. Litigation Involving Criminal Laws
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities

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NIL
(i) Direct Tax Liabilities
NIL
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL
AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS
The details pertaining to net outstanding dues towards our material creditors are available on the
website of our Company at https://www.eurobondacp.com
MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE
Except as disclosed elsewhere in this Prospectus, there have been no material developments that have
occurred after the Last Balance Sheet Date.

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 GOVERNMENT AND OTHER STATUTORY APPROVALS
Our Company have received the necessary consents, licenses, permissions, registrations, and approvals
from the Government of India, various governmental agencies and other statutory and / or regulatory
authorities required for carrying out our present business activities. Set out below is an indicative list of
all material approvals, licenses, registrations and permits obtained by our Company which are necessary
to continue our business activities (“Material Approvals”). Except as mentioned below, no further material
approvals from any governmental or regulatory authority or any other entity are required to undertake
the Issue. Our Company undertake to obtain all material approvals, licenses and permissions required to
operate our present business activities, including such material approvals, licenses and permissions as
may be necessary for manufacturing of Aluminum Composite Panels (ACPs). Unless otherwise stated,
these approvals or licenses are valid as of the date of this Prospectus and in case of licenses and approvals
which have expired, we have either made an application for renewal, or are in the process of making an
application for renewal. For further details in connection with the applicable regulatory and legal
framework, see “Risk Factors” and “Key Industry Regulations and Policies” beginning on page no. 24 and
113, respectively of this Prospectus.
Approvals In Relation to the Issue for details, see “Other Regulatory and Statutory Disclosures” on page
no. 219 of this Prospectus.
The Company has got following licenses/registrations/approvals/consents/permissions from the
Government and various other Government agencies required for its present business.
I. APPROVALS PERTAINING TO INCORPORATION AND CONSTITUTION OF OUR COMPANY
1. Certificate of Incorporation dated December 18,2013 issued by the Registrar of Companies,
Maharashtra, Mumbai in the name of “ARCHER TRADING HOUSE PRIVATE LIMITED”.
2. ARCHER TRADING HOUSE PRIVATE LIMITED which was originally incorporated on 18th day of
December,2013 under the Companies Act, 1956 as ARCHER TRADING HOUSE PRIVATE LIMITED and
upon an intimation made for name change of Company from ARCHER TRADING HOUSE PRIVATE
LIMITED to EURO PANEL PRODUCTS PRIVATE LIMITED and approval of Central Government signified
in writing have been accorded thereto by Roc-Mumbai dated 22nd day of October,2014 is this day
changed to EURO PANEL PRODUCTS PRIVATE LIMITED Fresh Certificate of Incorporation dated
October 22, 2014, issued by the Registrar of Companies, Mumbai, Maharashtra consequent upon
change of name of the Company from “ARCHER TRADING HOUSE PRIVATE LIMITED” to “EURO
PANEL PRODUCTS PRIVATE LIMITED”.
3. Fresh Certificate of Incorporation dated, September 21, 2021, issued by the Registrar of Companies,
Mumbai, Maharashtra consequent upon conversion of the Company from private limited company
to public limited company i. e. from “EURO PANEL PRODUCTS PRIVATE LIMITED” to “EURO PANEL
PRODUCTS LIMITED”.
4. The Corporate Identification Number (CIN) of the Company is U28931MH2013PLC251176.
II. APPROVALS FOR THE ISSUE:
Corporate Approvals:
1. The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution
passed at its meeting held on September 30, 2021,2021 authorized 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 62(1)(c) of the Companies Act 2013, by a
special resolution passed in the Members Meeting held on September 30, 2021 authorized the Issue.

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 3. In-principle approval from the Stock Exchange
In-principle approval from the National Stock Exchange of India for the listing of the Equity Shares on
the EMERGE Platform of National Stock Exchange of India Limited, pursuant to letter dated November
18, 2021 bearing reference no. NSE/LIST/1308.
III. Agreements with NSDL and CDSL
1. The Company has entered into an agreement dated August 04, 2021 with the Central Depository
Services (India) Limited (“CDSL”) and the Registrar and Transfer Agent for the dematerialization of its
shares.
2. Similarly, the Company has also entered into an agreement dated August 16, 2016 with the National
Securities Depository Limited (“NSDL”) and the Registrar and Transfer Agent for the dematerialization
of its shares.
3. The Company's International Securities Identification Number (“ISIN”) is NE505V01016.
For further details of the properties mentioned below, please refer to the “Details of Immovable Property”
in the chapter titled “Business Overview” on page no. 97 of this Prospectus.
IV. APPROVALS / LICENSES RELATED TO OUR BUSINESS ACTIVITIES
We require various approvals and/ or licenses under various rules and regulations to conduct our business.
Some of the material approvals required by us to undertake our business activities are set out below:
Registratio
n No. Date of Issue/
SN Description Authority Date of Expiry
/ License Commencement
No.
Udyam
Registration
Certificate under
Udyog Aadhar
Memorandum /
Ministry of Micro,
Entrepreneurs UDYAM –
Small and Medium Valid until
1 Memorandum MH-18- August 21, 2020
Enterprises, cancelled
for setting micro, 0004834
Government of India
small and
medium
Enterprises Unit

Certificate of
Recognition
Ministry of Valid upto
Directorate General November 25,
2 Commerce and 03012000 November 24,
of Foreign Trade 2020
Industry 1786 2025
ONE STAR
EXPORT HOUSE

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 Registratio
n No. Date of Issue/
SN Description Authority Date of Expiry
/ License Commencement
No.
Ministry of
Certificate of IEC
Commerce and Valid until
3 Importer- No.031401 May 26, 2014
Industry cancelled
Exporter Code 3792
Govt of India
Gujarat Pollution
Gujarat Pollution Consent Valid upto
Control Board September 18,
4 Control Board, No. WH- September 17,
Provisional 2020
43205 2025
consent Order
License to work a
factory situated Registratio
at S.R.No.124/4, n License is valid up
Joint Directorate
Village: no.2748/2 to December 31,
5 Industrial Safety & March 07, 2018
Manekpur, 2209/2015
Health, Surat Region 2022
Taluka: License
Umbergaon. No.21703
District: Valsad
Fire Safety
Provisional Fire
Certificate for Applicatio Valid upto 1 year
6 NOC March 05,2021
Factory at n No.970 i.e March 05,2022
Umbergaon
Certificate of
Registration
under
Maharashtra
Shop and
Establishments
Registratio
(Regulation of
n
Employment and
No.820021
conditions of Office of Valid upto
7 816/RC January 03, 2019
Service) Act,2017 Chief Facilitator January 02, 2022
Ward/
for the
Commerci
establishment
al II
situated at 702,
Aravali Business
Centre,
Ramdas Sutrale
Marg,
Borivali West,

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 Registratio
n No. Date of Issue/
SN Description Authority Date of Expiry
/ License Commencement
No.
Mumbai-400092.
#Our Company has yet to obtain the certificate under the name EURO PANEL PRODUCTS LIMITED
pursuant to the conversion of the Company from PRIVATE TO LIMITED except UYAM Certificate& Shop
& Establishment Registration which is already obtained in the name of EURO PANEL PRODUCTS
LIMITED#
#UDYAM Certificate is obtained in EURO PANEL PRODUCTS LIMITED Company’s name#
V. TAX RELATED APPROVALS
Registration No. /
SN Description Issuing Authority Date of Issue
License No.
1. Permanent Account Number Income Tax Department, December
AAMCA2789F
(PAN) Government of India 18,2013
Income Tax Department
through National
Tax Deduction Account
2. Securities Depository December
Number (TAN)
Limited (NSDL), Ministry MUMA45271C 06, 2014
EPL
of Finance, Government
of India
Certificate of Registration
issued under sub-section (1) of
Section 5 of the Indore State-
Tax on Professions, Trade
Callings and Employment Act,
3. Ack No. November
1976 for office located at 15 Municipal Corporation 97010021268300 01, 2017
Roshan Compound, Opp
Agarwal Tool Kata, A B Road,
Indore Municipal Ward No.35
EURO PANEL PRODUCTS
PRIVATE LIMITED
Certificate of Registration
issued under sub-section (1) of
Section 5 of the Maharashtra
Registration
State-Tax on Professions,
4. Municipal Corporation Certificate August 01,
Trade Callings and
Greater Mumbai Number: 2018
Employment Act, 1976 for 27445292705P
office located at 702, Aravali
Business Centre, Ramdas
Sutrale Road, Borivali West,

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 Registration No. /
SN Description Issuing Authority Date of Issue
License No.
City : Greater Mumbai (M
Corp),:Mumbai:400097
The Gujarat Panchayats,
Municipalities, Municipal
5. Corporations And State Tax On Commissioner, State of
2505240001
July 14,2020
Professions, Traders, Callings Gujarat,Valsad
And Employments Act, 1976,
Valsad
The West Bengal State Tax on
Professions, Trades, Callings
and Employments Rules,
6. 1979.for office located at WB South Unit-1,
192139772316 July 27, 2021
Howrah
109/1, Foreshore Road,
711102,
P.S.- Shibpur
Registration Certificate under
Gujarat Goods and Services Tax
7. Act,2017 for place of business Sales / Commercial Tax 24AAMCA2789F1 February 26
at Survey No.124 4, Manekpur, Inspector ZI 2018
Sanjan, Khattalwada,
Valsad, Gujarat ,396120
Registration Certificate under
Goods and Services Tax
Act,2017 for place of business
Approving authority
8. at 34, Siddharth Compound, under Goods and
23AAMCA2789F1 August 28,
Kashsar No.76/6, ZK 2019
Services Tax Act,2017
Lasudia Mori,
Dewas Naka, Indore,
MadhyaPradesh,452010
Registration Certificate under
Goods and Services Tax
9. Act,2017 for place of business Deputy Commissioner
19AAMCA2789F1 August 08,
at 109/1, Foreshore Road, Z9 2021
Shibpur, Howrah, West Bengal,
711102
Registration Certificate under
Goods and Services Tax
Approving authority
10. Act,2017 for place of business under Goods and
09AAMCA2789F1 September
at Plot No. 8/1, Industrial Area, ZA 25, 2018
Services Tax Act,2017
Aishbagh, Lucknow, Uttar
Pradesh, 226004

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 Registration No. /
SN Description Issuing Authority Date of Issue
License No.
Registration Certificate under
Maharashtra Goods and
Services Tax Act, 2017 for place
11. of business at 702, Aravali State Tax Officer 27AAMCA2789F1 March 14,
ZC 2018
Business Centre, Ramdas
Sutrale Road, Borivali West,
Mumbai 400092, Maharashtra.
Registration Certificate under
Goods and Services Tax Act, Approving authority
12. 2017 for place of business at under Goods and 07AAMCA2789F1
July 19, 2018
ZE
743, Lal Dora Village, Alipur, Services Tax Act,2017
North Delhi, Delhi 110036
Registration Certificate under
Goods and Services Tax Act,
2017 for place of business at Approving authority
13. Ground Floor, Gala No 17, under Goods and 22AAMCA2789F1 February 20,
ZM 2019
Raipur Metal Compound, Near Services Tax Act,2017
Railway Bridge, Khamtarai,
Raipur, Chhattisgarh, 492001
#Our Company has obtained the PAN No. in the name of EURO PANEL PRODUCTS LIMITED pursuant to
the conversion of Company from PRIVATE TO LIMITED#
#The Company has received TAN Certificate in the name of Limited Company pursuant to the conversion
of Company from EURO PANEL PRODUCTS PRIVATE LIMITED TO EURO PANEL PRODUCTS LIMITED#
#Our Company has obtained the Registration of GST for office situated Gujarat, Maharashtra, Raipur,
Indore and Delhi in the name of EURO PANEL PRODUCTS LIMITED pursuant to the conversion of
Company from PRIVATE TO LIMITED#
# Our Company has applied for the name change on the GST Certificate from EURO PANEL PRODUCTS
PRIVATE LIMITED TO EURO PANEL PRODUCTS LIMITED for its principal place of business at given address
at Madhya Pradesh#
# Our Company has yet to obtain Certificate of Registration under Professions, Trades, Callings and
Employments Rules, 1979 for establishment at Valsad, Gujarat, in the name of EURO PANEL PRODUCT
LIMITED pursuant to the conversion of Company from PRIVATE TO LIMITED#
#Our Company has made an application for the name change on Certificate of Registration under
Professions, Trades, Callings and Employments Rules, 1979 for establishment at Maharashtra & Madhya
Pradesh pursuant to the conversion of Company from EURO PANEL PRODUCTS PRIVATE LIMITED TO
EURO PANEL PRODUCTS LIMITED#
#Our Company has obtained Certificate of Registration in the name of EURO PANEL PRODUCTS LIMITED
pursuant to the conversion of the Company from PRIVATE TO LIMITED#

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 VI. LABOUR RELATED APPROVALS / REGISTRATIONS:
The Company has obtained the following approvals related to Labour/employment related registrations:
Registration No. / Date of issue
SN Description Issuing Authority
License No.
1. Registration Certificate Assistant/Deputy 35000384710001099
under Employees State Director January 24, 2017
Insurance Act.
2. Registration Certificate Employees’ Provident PF Code: June 24, 2015
under Employees Fund Organization KDMAL1331378
Provident Fund and
Miscellaneous Provision
Act, 1952
#Our Company has yet to obtain certificate in the name of EURO PANEL PRODUCTS LIMITED#
VII. ISO CERTIFICATES
Description Issued By Date of Issue Date of Expiry
ISO 9001:2015 TUV India Private Limited 16-11-19 15-11-22

#Our Company has made an application for the name change on ISO certificate pursuant to the
conversion of the Company from PRIVATE TO LIMITED#
VIII. Intellectual property approval obtained by Our Company
As on date of the Prospectus our company has obtained Certificate of Registration of Trade Mark, Section
23(2), Rule 56(1) from Trade Marks Registry Mumbai:
Authority Application Date of Validity
Sr.
Granting No./Trademark Trademark Status issue
No.
Approval No.
March 22, TM has to
Trade Marks Registered 2020 be renewed
4304091
Registry in 10 years
1. (Certificate No.
Under Trade Valid upto
2428352)
Marks Act September
25,2029
#Company has yet to obtain Trade Mark in name of EURO PANEL PRODUCTS LIMITED#

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 OTHER REGULATORY AND STATUTORY APPROVALS
AUTHORITY FOR THE ISSUE
The Issue has been authorised by a resolution of the Board of Directors passed at their meeting held on
September 30, 2021 subject to the approval of shareholders of our Company through a special resolution
to be passed, pursuant to Section 62(1)(c) of the Companies Act, 2013.
The Members of our Company have approved this Issue by a special resolution passed pursuant to Section
62(1)(c) of the Companies Act, 2013 at the Members Meeting of our Company held on September 30, 2021.
We have received In-Principle Approval from National Stock Exchange of India Limited vide their letter
dated November 18, 2021 bearing Ref No.: NSE/LIST/1308 to use the name of National Stock Exchange of
India Limited in the Prospectus for listing of our Equity Shares on EMERGE Platform of National Stock
Exchange of India Limited. National Stock Exchange of India Limited is the Designated Stock Exchange.
PROHIBITION BY SEBI
Our Company, Promoters, Promoter Group, Directors are not prohibited from accessing the capital markets
or debarred from buying, selling or dealing in securities under any order or direction passed by the Board
or any securities market regulator in any other jurisdiction or any other authority/court as on the date of
this Prospectus.
CONFIRMATIONS
1. Our Company, Promoters and Promoter Group are in compliance with the Companies (Significant
Beneficial Ownership) Rules, 2018 to the extent applicable to each of them as on the date of the
Prospectus.
2. Our Directors are not in any manner associated with the securities market and no action has been
taken by the SEBI against any of the Directors or any entity with which our Directors are associated
as promoters or directors in past five (5) years
DECLARATION AS WILFUL DEFAULTERS & FUGITIVE ECONOMIC OFFENDER
Neither our Company, our Promoters, our Directors, relatives (as per Companies Act, 2013) of
Promoter or the person(s) in control of our Company have been identified as a wilful defaulter or a
fugitive economic offender by the RBI or other government authorities and no such proceedings are
pending against any of them except as details provided in the chapter titled “Outstanding Litigations
and Material Developments” beginning on page no. 204 of this Prospectus.
ELIGIBILITY FOR THE ISSUE
Our company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, 2018; and this Issue is an “Initial
Public Issue” in terms of the SEBI (ICDR) Regulations, 2018.
Our company is eligible for the Issue in accordance with Regulation 229(1) of Chapter IX of SEBI (ICDR)
Regulations, 2018, as amended from time to time, whereby, an issuer whose post issue paid up capital is
less than or equal to ten crores, 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). Our Company also comp lies with eligibility conditions laid by EMERGE
Platform of National Stock Exchange of India Limited for listing of Equity Shares.
We confirm that:
a. In accordance with Regulation 246 the SEBI ICDR) Regulations, 2018, the Lead Manager shall ensure
that the Issuer shall file copy of the Draft Prospectus/Prospectus with SEBI along with Due Diligence
certificate including additional confirmations as required at the time of filing the Prospectus
/Prospectus to SEBI.
b. In accordance with Regulation 260 of the SEBI (ICDR) Regulations, 2018, this Issue has been one
hundred (100) percent underwritten and that the Lead Manager to the Issue has underwritten at least
15% of the Total Issue Size. For further details pertaining to said underwriting please see “General
Information” beginning on page no. 57 of this Prospectus.
c. In accordance with Regulation 268 of the SEBI (ICDR) Regulations, 2018, we shall ensure that the total
number of proposed allottees in the Issue is greater than or equal to fifty, otherwise, the entire

Page 219 of 320

 application money will be unblocked forthwith. If such money is not unblocked within eight days from
the date our Company becomes liable to unblock it, then our Company and every officer in default
shall, on and from expiry of eight days, be liable to unblock such application money with interest as
prescribed under the SEBI Regulations, the Companies Act 2013 and applicable laws.
d. In accordance with Regulation 261 of the SEBI (ICDR) Regulations, we shall enter into an agreement
with the Lead Manager and Market Maker to ensure compulsory Market Making for a minimum period
of three years from the date of listing of equity shares offered in this issue. For further details of the
arrangement of market making please see “General Information” beginning on page no. 57 of this
Prospectus.
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, 2018, as amended from time to time and subsequent
circulars and guidelines issued by SEBI and the Stock Exchange.
1. The issuer should be a Company incorporated Under Companies Act,1956
Our Company is incorporated under the Companies Act,1956.
2. The post issue paid up capital of the company (face value) shall not be more than ₹ 25 crores.
The post issue paid up capital of the Company will be ₹ 245.00 Lakhs, less than ₹ 25 crores
3. Track Record
(A) The company should have a (combined) track record of at least 3 years.
Our Company has a track record of three years as on the date of filing of this Prospectus
(B) The company should have combined positive cash accruals (earnings before interest, depreciation
and tax) from operations for at least 2 financial years preceding the application and its net worth should
be positive.
(₹ in lakhs)
Particulars For the period March 31, 2021 March 31, 2020 March 31, 2019
ended June 30,
2021
Cash Accruals as per 49.13 158.78 154.39 124.60
restated Financial
Statement
Net Worth as per 3489.13 3301.44 2931.25 2175.53
Restated Financial
Statement
4. The company shall mandatorily facilitate trading in demat securities and enter into an agreement
with both the depositories.
To enable all shareholders of the Company to have their shareholding in electronic form, the Company
had signed the tripartite agreements with the Depositories and the Registrar and Share Transfer Agent.
The Company’s shares bear an ISIN No: INE505V01016
5. Company shall mandatorily have a website.
Our Company has a live and operational website: www.eurobondacp.com
6. Certificate from the applicant company stating the following:
a. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
b. There is no winding up petition against the company that has been admitted by the Court and
accepted by a court or a Liquidator has not been appointed.
c. There has been no change in the promoter/s of the Company in preceding one year from the date
of filing application to National Stock Exchange of India Limited for listing on SME segment.
We confirm that we comply with all the above requirements / conditions so as to be eligible to be listed on
the Stock Exchange.

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SEBI DISCLAIMER CLAUSE
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES AND
EXCHANGE BOARD OF INDIA (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 THE OFFER
DOCUMENT. THE LEAD MANAGER, FEDEX SECURITIES PRIVATE LIMITED HAS CERTIFIED THAT THE
DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR
THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER
DOCUMENT, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE,
THE LEAD MANAGER FEDEX SECURITIES PRIVATE LIMITED HAS FURNISHED TO SECURITIES AND
EXCHANGE BOARD OF INDIA A DUE DILIGENCE CERTIFICATE DATED OCTOBER 16, 2021 IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOUSER REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THE OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM ANY
LIABILITIES UNDER OF 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 PROPOSED
ISSUE. SEBI FURTHER RESERVES THE RIGHT TO, TAKE UP AT ANY POINT OF TIME, WITH THE LEAD
MANAGER, ANY IRREGULARITIES OR LAPSES IN THE OFFER DOCUMENT.
ALL LEGAL REQUIREMENTS PERTAINING TO THIS ISSUE WILL BE COMPLIED WITH AT THE TIME OF FILING
OF THE PROSPECTUS WITH THE REGISTRAR OF COMPANIES, MUMBAI, MAHARASHTRA IN TERMS OF
SECTION 26 OF THE COMPANIES ACT, 2013
DISCLAIMER FROM OUR COMPANY AND THE LEAD MANAGER
Our Company, the Directors, and the Lead Manager accept no responsibility for statements made
otherwise than in this Prospectus or in the advertisements or any other material issued by or at instance
of the above-mentioned entities and that anyone placing reliance on any other source of information,
including our website: www.eurobondacp.com , www.fedsec.in would be doing so at his or her own risk.
DISCLAIMER IN RESPECT OF JURISDICTION
This issue is being made in India to persons resident in India including Indian nationals resident in India who
are not companies, corporate bodies and societies registered under the applicable laws in India and
authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions,
commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under the
applicable trust law and who are authorized under their constitution to hold and invest in shares, and any
FII sub –account registered with SEBI which is a foreign corporate or foreign individual, permitted insurance
companies and pension funds and to FIIs and Eligible NRIs. This Prospectus does not, however, constitute
an invitation to subscribe to Equity Shares offered hereby in any other jurisdiction to any person to whom
it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession the
Prospectus comes is required to inform him or herself about and to observe, any such restrictions. Any
dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be
required for that purpose.
Accordingly, our Company’s Equity Shares, represented thereby may not be offered or sold, directly or
indirectly, and Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of Prospectus nor any sale here under
shall, under any circumstances, create any implication that there has been any change in our Company’s
affairs from the date hereof or that the information contained herein is correct as of any time subsequent
to this date.
DISCLAIMER CLAUSE OF THE SME PLATFORM OF NSE

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“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/1308 dated November 18, 2021
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the stock exchanges
on which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized the Draft Offer
Document for its limited internal purpose of deciding on the matter of granting the aforesaid permission
to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any
way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer
document; nor does it warrant that this Issuer’s securities will be listed or will continue to be listed on the
Exchange; nor does it take any responsibility for the financial or other soundness of this Issuer, its
promoters, its management or any scheme or project of this Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against the Exchange
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or
any other reason whatsoever.”
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
(the “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 of 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 (i) in the United
States only to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside
the United States in offshore transactions in reliance on Regulation S under the Securities Act and in
compliance with the applicable laws of the jurisdiction where those offers and sales occur.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore
transactions in compliance with Regulation S under the Securities Act and the applicable laws of the
jurisdictions 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, and applications may not be made by 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 Share 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.
LISTING
Our company has obtained In-Principle approval from National Stock Exchange of India Limited vide letter
dated November 18, 2021 bearing Ref No.: NSE/LIST/1308 to use name of National Stock Exchange of India
Limited in this offer document for listing of equity shares on EMERGE Platform of National Stock Exchange
of India Limited, with which Basis of Allotment will be finalized.
In terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, there is requirement of obtaining In-principle
approval from EMERGE Platform of National Stock Exchange of India Limited. Application will be made to
the EMERGE Platform of National Stock Exchange of India Limited for obtaining permission to deal in and
for an official quotation of our Equity Shares. National Stock Exchange of India Limited is the Designated
Stock Exchange, with which the Basis of Allotment will be finalized for the issue.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the
EMERGE Platform of National Stock Exchange of India Limited, the Company shall forthwith unblock,
without interest, all moneys received from the applicants in pursuance of the Prospectus. If such money is
not unblocked within Eight days after our Company becomes liable to unblock it then our Company and
every officer in default shall, on and from such expiry of Eight days, be liable to unblock such application

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money, with interest at the rate of 15% per annum on application money, as prescribed under as prescribed
under Section 40 of the Companies Act, 2013.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the EMERGE Platform of the National Stock Exchange of India Limited
mentioned above are taken within Six (6) Working Days from the Issue Closing Date.
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 vis-à-vis
(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 of Companies
Act, 2013 .”
The liability prescribed under Section 447 of the Companies Act, 2013, includes imprisonment for a term of
not less than six months extending up to ten years and shall also be liable to fine which shall not be less
than the amount involved in the fraud, but which may extend to three times the amount involved in the
fraud
Provided further that where the fraud involves public interest, such term shall not be less than three years
Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the
turnover of the company, whichever is lower, and does not involve public interest, any person guilty of
such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to fifty lakh rupees or with both.
CONSENTS
The written consents of Directors, Company Secretary, Compliance Officer & Chief Financial Officer,
Statutory Auditor and Peer Reviewed Auditor, Legal Advisor to the Issue, Bankers to our Company, Lead
Manager, Registrar to the Issue, Underwriter, Market Maker, Banker to Issue / Refund Banker and Sponsor
Bank to act in their respective capacities have been obtained and will be filed along with a copy of the
Prospectus with the ROC, as required under Sections 26 of the Companies Act, 2013 and such consents
shall not be withdrawn up to the time of delivery of the Prospectus for registration with the RoC.
In accordance with the Companies Act and the SEBI (ICDR) Regulations, Jogin Raval and Associates (FRN no.
128586W), Peer Review Auditors, of the Company have agreed to provide their written consent to the
inclusion of their report, restated financial statements and statement of Tax Benefits dated October 13,
2021 and October 13, 2021 respectively, which may be available to the Company and its shareholders,
included in this Prospectus in the form and context in which they appear therein and such consent and
reports have not been withdrawn up to the time of delivery of the Prospectus with ROC.
PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE LEAD MANAGER
For details regarding the price information and track record of the past issue handled by Fedex Securities
Private Limited, as specified in the circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015, issued
by SEBI, please refer Annexure "A" and the website of Lead Manager at www.fedsec.in

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 Annexure A
DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY FEDEX SECURITIES PRIVATE LIMITED

+/- % change in +/- % change in

+/- % change in
closing price, closing price, [+/-
Opening closing price,
Issue Issue [+/- % change in % change in
Sr. price on [+/- % change in
Issue Name Size Price Listing date closing closing
No. listing closing
(Cr) (₹) benchmark]- benchmark]- 90th
date benchmark]-
30th calendar calendar days
180th calendar
days from listing from listing
days from listing
1. Ashapuri Gold 29.32 51 March 27, 2019 50.00 -9.80% (1.57%) -8.04% (2.60%) -60.10% (2.51%)
Ornament Limited
2. Artemis Electricals 42.00 60 May 14, 2019 70.00 63.00% (6.53%) 50.00% (-0.97%) 140.00% (8.11%)
Limited
3. Cian Healthcare 37.92 61 May 23, 2019 62.00 -5.33% (0.99%) -14.75% (-3.82%) -74.59% (3.79%)
Limited
4. Sona hi Sona 4.50 10 October 15, 11.15 9.00% (3.61%) 6.00% (7.89%) 45.00% (-21.30%)
2019
5. DC Infotech and 10.80 45 December 27, 45.50 0.44% (-1.04%) 0.44% (-32.08%) -1.11%(-14.49%)
Communications 2019
Limited
6. Atam Valves Limited 4.50 40 October 06, 40.00 -0.12%(2.63%) -0.018% (21.74%) -0.12% (24.33%)
2020
7. Rangoli Tradecomm 45.14 207 March 22, 2021 211.00 14.49% (-4.15%) 2.55% (5.63%) 377.78% (18.57%)
Limited
8. Rajeshwari Cans 4.03 20 April 15 2021 20.75 -10.00% (-0.15%) 0.07 % (8.13%) 2.50%(23.22%)
Limited
9. Kuberan Global Edu 1.16 20 May 05, 2021 21 -7.50% (7.30%) -0.10% (8.78%) -30.00 (23.54%)
Solutions Limited
10. Aashka Hospitals 101.64 121 September 01, 121.1 -58.68% (3.12%) NA NA
Limited 2021
Sources: All share price data is from www.bseindia.com and www.nseindia.com

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Note:
1. The BSE Sensex and CNX Nifty are considered as the Benchmark Index
2. Prices on BSE/NSE are considered for all of the above calculations
3. In case 30th/90th/180th day is not a trading day, closing price on BSE/NSE of the next trading day has been considered
4. In case 30th/90th/180th days, scrips are not traded then last trading price has been considered.
As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum 10 issues (Initial Public Offers) managed by
the lead manager. Hence, disclosures pertaining to recent 10 issues handled by the lead manager are provided.

SUMMARY STATEMENT OF DISCLOSURE

Nos of IPOs trading at Nos of IPOs trading at Nos of IPOs trading at Nos of IPOs trading at
discount on 30th premium on 30th discount on 180th premium on 180th
Total
Calendar Day from Calendar Day from Calendar Day from Calendar Day from
Financial Total no. funds
listing date listing date listing date listing date
year of IPO Raised
Less Less Less Less
(₹. Cr) Over Between Over Between Over Between Over Between
than than than Than
50% 25-50% 50% 25-50% 50% 25-50% 50% 25-50%
25% 25% 25% 25%
2018-19 *4 54.08 1 1 2 1 1 1 1
2019-20 **4 95.22 1 1 2 1 1 1 1
2020-21 ***2 49.64 1 1 1 1
2021-22 ****3# 106.83 1 2 1 1
*The scripts of Ganesh Films India Limited, Add-Shop Promotions Limited, Sun Retail Limited and Ashapuri Gold Ornament Limited were listed on
July 31, 2018, September 10, 2018, October 16, 2018 and March 27, 2019 respectively.
**The script of Artemis Electricals Ltd, Cian Healthcare Ltd, Sona Hi Sona Jewellers (Gujarat) Limited and DC Infotech and Communication Limited
were listed on Tuesday, May 14, 2019, Thursday, May 23, 2019, Tuesday, October 15, 2019 and Friday, December 27, 2019 respectively
***The script of Atam Valves Limited and Rangoli Tradecomm Limited were listed on October 06, 2020 and March 22, 2021 respectively.
**** The script of Rajeshwari Cans Limited, Kuberan Global Edu Solutions Limited and Aashka Hospitals Limited were listed on April 15, 2021, May
05, 2021 and September 01, 2021 respectively.
#
The script of Aashka Hospitals Limited have not completed 180 calendar days.

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Track Record of past issues handled by Fedex Securities Private Limited
For details regarding track record of the Lead Manager to the Issue as specified in the Circular reference
no. CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer the website of the Lead
Manager at: www.fedsec.in
EXPERT OPINION
Except for
(a) Peer Review Auditors’ reports dated October 13, 2021 on the restated financial statements by CA Jogin
Raval Proprietor at Jogin Raval and Associates, Chartered Accountants
(b) Statement of Tax Benefits dated October 13, 2021 by CA Jogin Raval Proprietor at Jogin Raval and
Associates, Chartered Accountants; we have not obtained any other expert opinions.
PREVIOUS PUBLIC OR RIGHTS ISSUE
Except as stated in the chapter titled “Capital Structure” beginning on page no. 65 of this Prospectus, we
have not made any previous rights and / or public issues during the last 5 years and are an “Unlisted
Issuer” in terms of SEBI (ICDR) Regulations and this Issue is an “Initial Public Offering” in terms of the SEBI
(ICDR) Regulations.
COMMISSION OR BROKERAGE
We have not made any public issue in last five years. Hence, no sums have been paid or payable as
Commission or Brokerage.
CAPITAL ISSUE DURING THE PREVIOUS THREE YEARS BY ISSUER, LISTED GROUP COMPANIES AND
SUBSIDIARIES OF OUR COMPANY
Except as disclosed in Chapter titled “Capital Structure” beginning on page no. 65 and below, our Company
has not made any capital issue during the previous three years. Our Company do not have any listed group
Companies/ Subsidiaries / Associates.
PERFORMANCE VIS-À-VIS objects;
Except as stated in the chapter titled “Capital Structure” beginning on page no. 65 of this Prospectus, we
have not made any previous rights and / or public issues during the last 5 years and are an “Unlisted
Issuer” in terms of SEBI (ICDR) Regulations and this Issue is an “Initial Public Offering” in terms of the SEBI
(ICDR) Regulations, the relevant data regarding performance vis-à-vis objects is not available with the
Company.
None of our Group Companies and Promoter Group Companies have their equity shares listed on any
stock exchange.
STOCK MARKET DATA FOR OUR EQUITY SHARES
This being an Initial Public Offering of the Equity Shares of our Company, the Equity Shares are not listed
on any stock exchange.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The agreement between the Registrar to the Issue and our Company provides for the retention of records
with the Registrar to the Issue for a period of at least three years from the last date of dispatch of the
letters of Allotment, demat credit and refund orders to enable the investors to approach the Registrar to
the Issue for redressal of their grievances.
All grievances relating to the Offer may be addressed to the Registrar to the Issue, giving full details such
as name, address of the applicant, application number, number of Equity Shares applied for, amount paid
on application and the bank branch or collection center where the application was submitted.

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All grievances relating to the ASBA process and UPI may be addressed to the Registrar to the Issue with a
copy to the relevant SCSB or the member of the Syndicate (in Specified Cities), as the case may be, where
the Application Form was submitted by the ASBA Applicants, giving full details such as name, address of
the applicant, application number, number of Equity Shares applied for, amount paid on application and
designated branch or the collection center of the SCSBs or the member of the Syndicate (in Specified
Cities) or Sponsor Bank, as the case may be, where the Application Form was submitted by the ASBA
Applicants.
Disposal of Investor Grievances by our Company
The Company has appointed Registrar to the Issue, to handle the investor grievances in co-ordination with
our 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, 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 the Issue to ensure that the investor grievances are settled
expeditiously and satisfactorily. The Registrar to the Issue 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 coordinating with the Registrar to the Issue in
attending to the grievances to the investor.
All grievances relating to the ASBA process and UPI 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 ASBA 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.
The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any
clarifications or grievances of ASBA applicants or UPI Payment Mechanism Applicants. Our Company, the
Lead Manager and the Registrar to the Issue accept no responsibility for errors, omissions, commission or
any acts of SCSBs / Sponsor Bank including any defaults in complying with its obligations under applicable
SEBI ICDR Regulations.
The Company shall obtain authentication on the SCORES and shall comply with the SEBI circular
(CIR/OIAE/1/2013) dated April 17, 2013 in relation to redressal of investor grievances through SCORES.
Our Company has constituted a Stakeholders Relationship Committee of the Board vide resolution passed
on October 13, 2021. For further details, please refer the chapter titled “Our Management” on page no.
129 of Prospectus.
Our Company has also appointed Hiral Shah as the Company Secretary and Compliance Officer of our
Company, for this Issue she may be contacted in case of any pre-issue or post-issue related problems at
the following address:
Hiral Shah
702, 7th Floor, Aravalli Business Centre,
Ramdas Sutrale Road, Borivali (West),
Mumbai 400092, Maharashtra, India.
Tel No: 022 29686500
Email: [email protected]
Website: www.eurobondacp.com

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 SECTION VIII – ISSUE INFORMATION
TERMS OF ISSUE
The Equity Shares being issued are subject to the provisions of the Companies Act, SEBI (ICDR) Regulations,
2018, SCRA, SCRR, our Memorandum and Articles of Association, SEBI Listing Regulation, the terms of this
Prospectus, the Application Form, the Revision Form, the Confirmation of Allocation Note and other terms
and conditions as may be incorporated in the allotment advices and other documents/certificates that
may be executed in respect of this Issue. The Equity Shares shall also be subject to laws as applicable,
guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of
securities issued from time to time by SEBI, the Government of India, the Stock Exchange, the RBI, ROC
and/or other authorities, as in force on the date of the Issue and to the extent applicable.
Please note that, in terms of Regulation 256 of the SEBI ICDR Regulations 2018 read with SEBI Circular No.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the applicants have to compulsorily apply
through the ASBA Process and further in terms of SEBI through its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, and as modified though its circular
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76
dated June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 (together, the “UPI Circular”) in relation to
clarifications on streamlining the process of public issue of equity shares and convertibles it has proposed
to introduce an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent
reduction in timelines for listing in a phased manner. Currently, for application by RIIs through Designated
Intermediaries, the existing process of physical movement of forms from Designated Intermediaries to
SCSBs for blocking of funds is discontinued and RIIs submitting their Application Forms through Designated
Intermediaries (other than SCSBs) can only use the UPI mechanism with existing timeline of T+6 days until
March 31, 2020 (“UPI Phase II”). Further SEBI through its circular no SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020 has decided to continue with the Phase II of the UPI ASBA till further notice.
Further vide the said circular Registrar to the Issue and Depository Participants have been also authorized
to collect the Application forms. Investor may visit the official website of the concerned for any information
on operationalization of this facility of form collection by the Registrar to the Issue and Depository
Participants as and when the same is made available.
Authority for the Present Issue
This Issue has been authorized by a resolution of our Board passed at their meeting held on May 27, 2021
subject to the approval of shareholders through a special resolution to be passed pursuant to Section
62(1)(c) of the Companies Act, 2013. The shareholders have authorized the Issue by a special resolution
in accordance with Section 62(1)(c) of the Companies Act, 2013 passed at the Extra Ordinary General
Meeting of the Company held on June 22, 2021
Ranking of Equity Shares
The Equity Shares being issued shall be subject to the provisions of the Companies Act 2013, our
Memorandum of Associations and Articles of Association shall rank pari passu in all respects with the
existing Equity Shares including in respect of the rights to receive dividends and other corporate benefits,
if any, declared by us after the date of Allotment. For further details, please see the section titled "Main
Provisions of the Articles of Association” beginning on page no. 277 of this Prospectus.

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Mode of Payment of Dividend
The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of
Association, the provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and any other rules, regulations or guidelines as may be issued by the Government of India in connection
thereto and as per the recommendation by the Board of Directors and approved by the Shareholders at
their discretion and will depend on a number of factors, including but not limited to earnings, capital
requirements and overall financial condition of our Company. We shall pay dividends in cash and as per
provisions of the Companies Act and our Articles of Association. Further Interim Dividend (if any declared)
will be approved by the Board of Directors. For further details, please refer to section titled "Dividend
Policy” and “Main Provisions of Article of Association” beginning on page no. 148 and 277 respectively of
this Prospectus.
Face Value and Issue Price
The face value of the Equity Shares is ₹ 10.00/- each and the Issue Price is ₹ 70.00 /- per Equity Share
(including premium of ₹ 60.00 /- per Equity Share).
The Issue Price is determined by our Company in consultation with the Lead Manager and is justified under
the section titled “Basis for Issue Price” beginning on page no. 86 of this Prospectus. At any given point of
time there shall be only one denomination for the Equity Shares. At any given point of time there shall be
only one (1) denomination of Equity Shares of our Company, subject to applicable law.
The Issue
The Issue comprises a Fresh Issue by our Company. Expenses for the Issue shall be in the manner specified
in “Objects of the Issue” on page no. 78 of this Prospectus
Compliance with SEBI ICDR Regulations, 2018
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our Company shall
comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Equity
shareholders shall have the following rights:
● Right to receive dividend, if declared;
● Right to receive Annual Reports and 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 in accordance with the provisions of the Companies
Act, 2013;
● Right to receive offer/ issue for rights shares and be allotted bonus shares, if announced;
● Right to receive surplus on liquidation subject to any statutory and other 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.

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For a detailed description of the main provisions of the Articles of Association relating to voting rights,
dividend, forfeiture and lien and/or consolidation/splitting, please refer to the section titled “Main
Provisions of Articles of Association” beginning on page no. 277 of this Prospectus.
Employee Discount
Our Company in consultation with the Lead Manager, have offered a discount of ₹ 7.00 per Equity Share
to Eligible Employees.
Minimum Application Value; Market Lot and Trading Lot
The trading of the Equity Shares will happen in the minimum contract size of 2,000 Equity Shares and the
same may be modified by Emerge Platform of National Stock Exchange of India Limited from time to time
by giving prior notice to investors at large.
Allocation and allotment of Equity Shares through this Issue will be done in multiples of 2,000 Equity Share
subject to a minimum allotment of 2,000 Equity Shares to the successful applicants in terms of the SEBI
circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012.
In accordance with Regulation 267(2) of the SEBI (ICDR) Regulations 2018 the minimum application size
in terms of number of specified securities shall not be less than Rupees One Lakh per application.
Minimum Number of Allottees
The minimum number of allottees in this Issue shall be fifty (50) shareholders. In case the minimum
number of prospective allottees is less than 50, no allotment will be made pursuant to this Issue and all
the monies blocked by the SCSBs shall be unblocked within four (4) working days of closure of issue.
Jurisdiction
Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Mumbai.
Joint Holders
Where two or more persons are registered as the holders of any Equity Shares, they will be deemed to
hold such Equity Shares as joint-holders with benefits of survivorship.
The Equity Shares have not been and will not be registered under the U.S Securities Act or any other
applicable law of the United States and, unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S Securities Act and applicable state securities laws. Accordingly, the Equity
Shares are only being offered and sold (i) within the United States only to persons reasonably believed
to be “qualified institutional buyers” (as defined in Rule 144A under the U.S Securities Act and referred
to in this Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a
category of institutional investor defined under applicable Indian regulations and referred to in this
Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of
the U.S Securities Act, and (ii) outside the United States in offshore transactions in reliance on
Regulation S under the U.S 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, and Applications may not be made by persons
in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

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Nomination Facility to Investor
In accordance with Section 72 (1) & 72 (2) of the Companies Act, 2013, the sole or first applicant, along
with other joint applicant, may nominate any one (1) 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 in accordance with Section 72 (3) of the Companies Act, 2013, 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
accordance to Section 72 (4) of the Companies Act, 2013, 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 the Registered Office of our Company or to the Registrar and Transfer Agents of
our Company.
In accordance with Articles of Association of the Company, any Person who becomes a nominee by virtue
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 (90) 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 is in dematerialized form, there is no need to make a separate
nomination with us. Nominations registered with the respective depository participant of the applicant
would prevail. If the investors require changing the nomination, they are requested to inform their
respective depository participant.
Period of Operation of Subscription List of Public Issue
ISSUE OPENS ON Tuesday, December 14, 2021

ISSUE CLOSES ON Wednesday, December 16, 2021

FINALISATION OF BASIS OF ALLOTMENT WITH THE

DESIGNATED STOCK EXCHANGE On or before Tuesday, December 21,
2021

INITIATION OF REFUNDS /UNBLOCKING OF FUNDS FROM On or before Wednesday, December

ASBA ACCOUNT 22, 2021

CREDIT OF EQUITY SHARES TO DEMAT ACCOUNTS OF

ALLOTTEES On or before Thursday, December 23,
2021

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 COMMENCEMENT OF TRADING OF THE EQUITY SHARES Friday, December 24, 2021
ON THE STOCK EXCHANGE
● In terms of Regulation 265 of ICDR Regulations, the issue shall be open after at least three (3) working
days from the date of filing the Prospectus with the Registrar of Companies.
● In terms of Regulation 266 (3) of ICDR Regulations, in case of force majeure, banking strike or similar
circumstances, our Company may, for reasons to be recorded in writing, extend the Issue Period
disclosed in the Prospectus, for a minimum period of three (3) working days, subject to the provisions
of sub-regulation 266(1).
The above timetable is indicative and does not constitute any obligation or liability on our Company or
the Lead Manager. Whilst our Company shall ensure that all steps for the completion of the necessary
formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchanges
are taken within Six (6) Working Days from the Issue Closing Date or such period as may be prescribed,
with reasonable support and co-operation, as may be required in respect of its respective portion of the
Offered Shares, the timetable may change due to various factors, such as extension of the Issue Period by
our Board, as applicable, in consultation with the Lead Manager. The commencement of trading of the
Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws.
In terms of the UPI Circulars, in relation to the Issue, the Lead Manager will submit reports of compliance
with T+6 listing timelines and activities, identifying non-adherence to timelines and processes and an
analysis of entities responsible for the delay and the reasons associated with it. In case of any delay in
unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding Four (4) Working Days from the Issue Closing Date, the Bidder shall be compensated at a
uniform rate of ₹100 per day for the entire duration of delay exceeding Four (4) Working Days from the
Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Lead
Manager shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. SEBI is in the process of streamlining and reducing the post issue
timeline for IPOs. Any circulars or notifications from SEBI after the date of this Prospectus may result in
changes to the above-mentioned timelines. Further, the Issue procedure is subject to change basis any
revised SEBI circulars to this effect.
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 Applicant shall be compensated
at a uniform rate of ₹ 100 per day or 15% per annum of the Application Amount, whichever is higher from
the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges
Applying 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 Applicant shall be
compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount
except the original application amount, whichever is higher from the date on which such multiple amounts
were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Application
Amount, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the
difference in amount, whichever is higher from the date on which such excess amounts were blocked till
the date of actual unblock; (iv) any delay in unblocking of non-allotted/ partially allotted Application,
exceeding four Working Days from the Issue Closing Date, the Applicant shall be compensated at a uniform
rate of ₹ 100 per day or 15% per annum of the Application Amount, whichever is higher for the entire
duration of delay exceeding four Working Days from the Issue Closing Date by the SCSB responsible for
causing such delay in unblocking. The post Issue LM shall be liable for compensating the Applicant at a

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uniform rate of ₹100 per day or 15% per annum of the Application Amount, whichever is higher from the
date of receipt of the Investor grievance until the date on which the blocked amounts are unblocked. For
the avoidance of doubt, the provisions of the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 shall be deemed to be incorporated in the deemed agreement of the Company with the
SCSBs to the extent applicable.
SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any further notification
from the SEBI after filing of this Prospectus may result in changes in the timelines.
Submission of Application Forms:
Issue period (except the Issue Closing Date)
Submission and Revision of Application Form Only between 10.00 a.m. to 5.00 p.m. IST
Issue Closing Date
Submission and Revision of Application Form Only between 10.00 a.m. to 3.00 p.m. IST
On the Issue Closing Date, for uploading the Application Forms:
1. 4.00 p.m. IST in case of application by QIBs and Non – Institutional Investors and
2. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Retail
Individual Investors and Eligible Employees under Employee Reservation Portion which may be
extended up to such time as deemed fit by the Stock Exchanges after taking into account the total
number of applications received up to the closure of timings and reported by LM to the Stock
Exchanges.
Due to limitation of time available for uploading the application forms on the Issue Closing Date,
Applicants are advised to submit their applications one (1) day prior to the Issue Closing Date and, in any
case, not later than 3.00 p.m. (IST) on the Issue Closing Date. Any time mentioned in this Prospectus is IST.
Applicants are cautioned that, in the event a large number of Application Forms are received on the Issue
Closing Date, as is typically experienced in public issues, some Application Forms may not get uploaded
due to the lack of sufficient time. Such Application Forms that cannot be uploaded will not be considered
for allocation under this Issue.
Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays).
Neither our Company nor the Lead Manager is liable for any failure in uploading the Application Forms
due to faults in any software/hardware system or otherwise.
It is clarified that applications not uploaded on the electronic bidding system or in respect of which the
full application Amount is not blocked by SCSBs or under the UPI Mechanism, as the case may be, would
be rejected.
In case of force majeure, banking strike or similar circumstances, the issuer may, for reasons to be
recorded in writing, extend the (Issue) period disclosed in the Prospectus, for a minimum period of three
(3) working days, subject to the Issue Period not exceeding ten (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 and Eligible Employees can revise or
withdraw their Application Forms prior to the Issue Closing Date. Allocation to Retail Individual Applicants
and Eligible Employees, in this Issue will be on a proportionate basis.

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In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical
Application Form, for a particular Applicant, the details as per the file received from the Stock Exchange
may be taken as the final data for the purpose of Allotment.
Minimum Subscription
This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten as per
Regulation 260(1) of SEBI ICDR Regulation.
If the issuer does not receive the subscription of hundred per cent (100%) of the Issue through Prospectus
on the date of closure of the issue including devolvement of underwriters, if any, or if the subscription
level falls below hundred per cent (100%) after the closure of issue on account of withdrawal of
applications, or after technical rejections, or if the listing or trading permission is not obtained from the
stock exchange for the securities so offered under the Prospectus, the issuer shall forthwith refund the
entire subscription amount received. If there is a delay beyond Four (4) Working Days after the issuer
becomes liable to pay the amount, the issuer and every director of the issuer who are officers in default,
shall pay interest at the rate of fifteen per cent per annum (15% p.a)
The minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number of
prospective allottees is less than fifty (50), no allotment will be made pursuant to this Issue and the monies
blocked by the SCSBs shall be unblocked within four (4) working days of closure of issue.
Arrangements for Disposal of Odd Lots
The trading of the equity shares will happen in the minimum contract size of 2,000 Equity 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 in one lot, where value of such shareholding is less than the
minimum contract size allowed for trading on the EMERGE Platform of National Stock Exchange of India
Limited.
Withdrawal of the Issue
Our Company in consultation with the Lead Manager, reserves the right not to proceed with the Issue at
any time before the Issue Opening Date without assigning any reason thereof.
If our Company withdraws the Issue any time after the Issue Opening Date but before the Board meeting
for Allotment of Equity Shares, a public notice will be issued by our Company within two (2) Working 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 notice of withdrawal will be issued in the same newspapers where the Pre-
Issue advertisements were published and the Stock Exchange will also be informed promptly.
The Lead Manager, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts
of the ASBA Applicants within (1) one day of receipt of such notification. Our Company shall also promptly
inform EMERGE Platform of National Stock Exchange of India Limited on which the Equity Shares were
proposed to be listed. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing
and trading approvals from EMERGE Platform of National Stock Exchange of India Limited, which our
Company shall apply for after Allotment. If our Company withdraws the Issue after the Issue Closing Date
and thereafter determines that it will proceed with an IPO, our Company shall be required to file a fresh
Prospectus with the stock exchange where the Equity Shares may be proposed to be listed.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for lock-in of the Pre-Issue Equity Shares and Promoters’ minimum contribution in the Issue as
detailed in the chapter “Capital Structure” beginning on page no. 65 of this Prospectus, and except as

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provided in the Articles of Association, there are no restrictions on transfers of Equity Shares. There are
no restrictions on transmission of shares and on their consolidation / splitting except as provided in the
Articles of Association. For details, please refer to the section titled “Main Provisions of the Articles of
Association” beginning on page no. 277 of this Prospectus.
Migration to Main Board
The Company may be migrated to Main Board pursuant to Regulation 277 of the SEBI (ICDR) Regulation
and in accordance to that Securities Exchange Board of India (SEBI) vide Circular Nos.
CIR/MRD/DSA/17/2010 dated May 18, 2010 has stipulated the requirements for migration from SME
platform to main board. The migration eligibility of NSE is notified on
https://www.nseindia.com/companies-listing/raising-capital-public-issues-emerge-selecting-a migration-
to-main-board and as amended time to time.
Market Making
The shares offered though this issue is proposed to be listed on the EMERGE Platform of National Stock
Exchange of India Limited, wherein the Lead Manager to this Issue shall ensure compulsory Market
Making through the registered Market Makers of the EMERGE Platform of National Stock Exchange of
India Limited for a minimum period of three (3) years from the date of listing of shares offered though
this Prospectus.
For further details of the agreement entered into between the Company, the Lead Manager and the
Market Maker please see “General Information” beginning on page no. 57 of this Prospectus.
New Financial Instruments
As on the date of this Prospectus, there are no outstanding warrants, new financial instruments or any
rights, which would entitle the shareholders of our Company, including our Promoters, to acquire or
receive any Equity Shares after the Issue. Further, our Company is not issuing any new financial
instruments through this Issue.
Allotment of Equity Shares in Dematerialized Form
In terms of Section 29 of the Companies Act 2013, the Equity Shares shall be Allotted only in
dematerialized form. As per the existing SEBI ICDR Regulations, 2018 the trading of the Equity Shares shall
only be in dematerialized form for all investors.
In this context, two agreements will be signed by our Company with the respective Depositories and the
Registrar to the Issue before filing the Prospectus:
● Tripartite agreement dated August 04, 2021 among CDSL, our Company and the Registrar to the Issue;
and
● Tripartite agreement dated August 16, 2021 among NSDL, our Company and the Registrar to the Issue
Investors should note that Allotment of Equity Shares to all successful Applicants will only be in the
dematerialized form. Applicants will not have the option of getting Allotment of the Equity Shares in
physical form. The Equity Shares on Allotment shall be traded only in the dematerialized segment of the
Stock Exchanges. Allottees shall have the option to re-materialize the Equity Shares, if they so desire, as
per the provision of the Companies Act and the Depositories Act.
Application by Eligible NRIs, FIIs registered with SEBI, VCFs registered with SEBI and QFIs
It is to be understood that there is no reservation for Eligible NRIs or FIIs registered with SEBI or VCFs or
QFIs. Such Eligible NRIs, QFIs, FIIs registered with SEBI will be treated on the same basis with other
categories for the purpose of Allocation.

Page 235 of 320

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.

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 ISSUE STRUCTURE
This Issue is being made in terms of Regulation 229 of Chapter IX of SEBI (ICDR) Regulations, 2018, as
amended from time to time, whereby, an issuer whose post issue paid up capital more than ₹ 10 crores
but does not exceeds ₹ 25 crores, 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 (“NSE EMERGE”). For further details regarding the salient features and
terms of such an issue please refer chapter titled “Terms of the Issue” and “Issue Procedure” beginning on
page no. 228 and 241 respectively of this Prospectus.
The present Issue is of 65,00,000 Equity Shares of face value of ₹ 10.00/- each (“Equity Shares”) for cash
at a price of ₹ 70.00** /- per equity share including a share premium of ₹ 60.00 /- per equity share (the
“Issue Price”) aggregating to ₹ 4515.00 Lakhs (“the Issue”) comprising of a Net Issue Size of 61,72,000
equity shares aggregating to ₹ 4285.40 Lakhs (the “Fresh Issue”) of which 5,00,000 equity shares of face
value of ₹ 10.00/- each for cash at a price of ₹ 63.00**/- per equity share including a share premium of ₹
53.00 /- per equity share aggregating to ₹ 315.00 Lakhs will be reserved for subscription by Eligible
Employee Reservation to the Issue (the “Employees Reservation Portion”) and 3,28,000 equity shares of
face value of ₹ 10.00/- each for cash at a price of ₹ 70.00/- per equity share including a share premium of
₹ 60.00 /- per equity share aggregating to ₹ 229.60 Lakhs will be reserved for subscription by Market
Maker to The Issue (the “Market Maker Reservation Portion”).
Net Issue Size of 61,72,000 equity shares of face value of ₹. 10.00 /- each at a price of ₹ 70.00** /- per
equity share including a share premium of ₹ 60.00 /- per equity share aggregating to ₹ 4285.40 Lakhs (the
“Net Issue Size”). The Net Issue Size will constitute 25.19 %. of the post Issue paid up equity share capital
of our company. For further details, please refer to section titled "Terms of the Issue " beginning on page
no 228 of this Prospectus.
**Our Company in consultation with the Lead Manager, have offered a discount of ₹ 7.00 per Equity Share
to Eligible Employees
*The Net Issue Size includes Net Issue comprising of 56,72,000 Equity Shares and Reservation for Eligible
Employees (other than Promoter and Promoter Group) comprising of 5,00,000 Equity Shares

Particulars of the Net Issue Employee Reservation Market Maker

Issue portion** reservation portion

Number of Equity 56,72,000* Equity 5,00,000 Equity Shares 3,28,000 Equity Shares
Shares Shares

Percentage of Issue 87.26 % of the Issue Size. 7.69 % of the Issue Size. 5.05 % of the Issue Size.
Size available for
23.15 % of the Post Issue 2.04 % of the Post Issue 1.34 % of the Post Issue
allocation*
Paid up Capital Paid up Capital Paid up Capital

Basis of Proportionate subject to Proportionate# ; unless Firm Allotment

Allotment/Allocation minimum allotment of the Employee
if respective category 2,000 Equity Shares and Reservation Portion is
is oversubscribed Further allotment in undersubscribed, the
multiples of 2,000 Equity value of allocation to an
Shares each. Eligible Employee shall
not exceed ₹ 200,000.

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Particulars of the Net Issue Employee Reservation Market Maker
Issue portion** reservation portion
In the event of
undersubscription in
the Employee
Reservation Portion,
the unsubscribed
portion may be
allocated, on a
proportionate basis, to
Eligible Employees for a
value exceeding ₹
200,000, subject to
total Allotment to an
Eligible Employee not
exceeding ₹ 500,000

Mode of Application Retail Individual Through ASBA mode Through ASBA mode
Investors may apply Only. Only.
through UPI Payment
Mechanism.
All other applicants and
Retail Individual
Investors (whose bank
do not provide UPI
Payment facility) shall
apply through ASBA
Only.

Minimum For QIB and NII: 2,000 Equity Shares 2,000 Equity Shares
Application Size
Such number of Equity
Shares in multiples of
2,000 Equity Shares such
that the Application
Value exceeds ₹
ͅ
2,00,000
For Retail Individuals:
Such number of equity
shares where application
size is of at least 2000
Equity Shares.

Maximum Bid For QIB and NII: Such number of Equity 3,28,000 Equity Shares
Shares and in multiples
Such number of Equity
of 2,000 Equity Shares
Shares in multiples of

Page 238 of 320

 Particulars of the Net Issue Employee Reservation Market Maker
Issue portion** reservation portion
2,000 Equity Shares such so that the maximum
that the Application size Bid Amount by each
does not exceed the Net Eligible Employee in this
Issue portion does not
exceed ₹ 500,000, less
For Retail Individuals:
Employee Discount
Such number of Equity
Shares so that the
Application Value does
not exceed ₹. 2,00,000

Mode of Allotment Compulsorily in Compulsorily in Compulsorily in

dematerialized mode dematerialized mode dematerialized mode

Trading Lot 2,000 Equity Shares 2,000 Equity Shares 2,000 Equity Shares,
Equity Shares, However However the Market
the Market Maker may Maker may accept odd
accept odd lots if any in lots if any in the market
the market as required as required under the
under the SEBI (ICDR) SEBI (ICDR) Regulations,
Regulations, 2018. 2018.

Terms of payment In case of ASBA, the entire application amount shall

be blocked at the time of submission of Application
Form to the SCSBs and in case of UPI as an alternate
mechanism, application amount shall be blocked at
the confirmation of mandate collection request by
the Applicant.

*50 % of the shares offered in the Net Issue to Public portion are reserved for applications whose value is
below ₹2,00,000 and the balance 50% of the shares are available for applications whose value is above
₹2,00,000.
** Promoter and Promoter Group are excluded from the Employee Reservation Category.
# Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹ 500,000
(net of Employee Discount). However, a Bid by an Eligible Employee in the Employee Reservation Portion
will be considered for allocation, in the first instance, for a Bid Amount of up to ₹ 200,000. In the event of
under-subscription in the Employee Reservation Portion the unsubscribed portion will be available for
allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000,
subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 500,000.
Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Net Issue
and such Bids will not be treated as multiple Bids subject to applicable limits. In case of under-subscription
in the Net Issue, spill-over to the extent of such undersubscription shall be permitted from the Employee
Reservation Portion. Any unsubscribed portion remaining in the Employee Reservation Portion shall be
added to the Net Issue. Allotment to an Eligible Employee in the Employee Reservation Portion may not

Page 239 of 320

exceed ₹200,000 in value. Only in the event of an undersubscription in the Employee Reservation Portion,
post the initial Allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible
Employees Bidding in the Employee Reservation Portion, subject to the total Allotment to an Eligible
Employee not exceeding ₹500,000 in value.
Note:
1. In case of joint application, the Application Form should contain only the name of First Applicant whose
name should also appear as the first holder of beneficiary account held in joint names. The signature
of only such First Applicant would be Required in the Application Form and such First Applicant would
be deemed to have signed on behalf of joint holders.
2. Applicants will be required to confirm and will be deemed to have represented to our Company, the
LM, their respective directors, officers, agents, affiliates and representatives that they are eligible
under applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares in this
Issue.
3. SCSBs applying in the Issue must apply through an ASBA Account maintained with any other SCSB.
This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018. For further details,
please refer chapter titled “Issue Procedure” beginning on page no. 241 of this Prospectus.

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 ISSUE PROCEDURE
All Applicants should read the General Information Document (“GID”) for Investing in Public Issue
prepared and issued in accordance with the SEBI circular no SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated
March 17, 2020 which is issued in supersession of the Circular SEBI Circular CIR/CFD/DIL/12/2013 dated
October 23, 2013 & UPI Circular which highlights the key rules, processes and procedures applicable to
public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and
the SEBI ICDR Regulations. The General Information Document is available on the website of Stock
Exchange(s), the Company and the Lead Manager. Please refer to the relevant provisions of the General
Information Document which are applicable to the Issue.
Additionally, all Applicants 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 Application size;
(iii) price discovery and allocation; (iv) payment Instructions for ASBA 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 Application Form); (viii) designated date;
(ix) disposal of applications; (x) submission of 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 provisions 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 through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, and as modified
though its circular SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 and the
circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (collectively the “UPI Circulars”) has
proposed to introduce 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
mechanisms for RIIs applying through Designated Intermediaries have been made effective along with the
existing process and existing timeline of T+6 days. The same was applicable until June 30, 2019 (“UPI Phase
I”).
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 Applications by RIIs 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 Applications with existing timeline of T+6 days
will continue for a period of three months or launch of five main board public issues, whichever is later
(“UPI Phase II”), Further pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020 extended the timeline for implementation of UPI Phase II till further notice. However, given the
prevailing uncertainty due to the COVID-19 pandemic, SEBI vide its circular no. The final reduced timeline
of T+3 days be made effective using the UPI Mechanism for applications by RIIs (“UPI Phase III”), as may
be prescribed by SEBI. The Issue will be undertaken pursuant to the processes and procedures under UPI
Phase II, subject to any circulars, clarification or notification issued by 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 as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, 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 01, 2021,
except as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and
the provisions of this circular, are deemed to form part of this Prospectus.

Page 241 of 320

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through
the UPI Mechanism) exceeding Four (4) Working Days from the Issue Closing Date, the Applicant shall be
compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding Four (4) Working
Days from the Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The
LM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47dated March
31, 2021, has reduced the timelines for refund of Application money to four days.
ASBA Applicants are required to submit ASBA Applications to the selected branches / offices of the RTAs,
DPs, Designated Bank Branches of SCSBs. The lists of banks that have been notified by SEBI to act as SCSBs
(Self-Certified Syndicate Banks) for the ASBA Process are provided on http://www.sebi.gov.in. For details
on designated branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI
link. The list of Stock Brokers, Depository Participants (“DP”), Registrar to an Issue and Share Transfer
Agent (“RTA”) that have been notified by Stock Exchange to act as intermediaries for submitting
Application Forms are provided on the website of the Stock Exchange. For details on their designated
branches for submitting Application Forms, please refer the above-mentioned Stock Exchange website.
Please note that the information stated/covered in this section may not be complete and/or accurate and
as such would be subject to modification/change. Our Company and Lead Manager do not accept any
responsibility for the completeness and accuracy of the information stated in this section and the General
Information Document. Our Company and Lead Manager would not be able for any amendment,
modification or change in applicable law, which may occur after the date of this Prospectus. Applicants
are advised to make their independent investigations and ensure that their applications are submitted in
accordance with the applicable laws and do not exceed the investment limits or maximum number of
Equity Shares that can be held by them under applicable law or as specified in this Prospectus.
Further, our Company and the LM are not liable for any adverse occurrences consequent to the
implementation of the UPI Mechanism for application in this Issue.
Phased implementation of Unified Payments Interface
SEBI has issued circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019, circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 and
circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (collectively the “UPI Circulars”) in
relation to streamlining the process of public issue of equity shares and convertibles. Pursuant to the UPI
Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in
addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for
applications by RIBs through intermediaries with the objective to reduce the time duration from public
issue closure to listing from six working days to up to three working days. Considering the time required
for making necessary changes to the systems and to ensure complete and smooth transition to the UPI
payment mechanism, the UPI Circular proposes to introduce and implement the UPI payment mechanism
in three phases in the following manner:
Phase I:
This phase has become applicable from January 1, 2019 and will continue till June 30, 2019. Under this
phase, a Retail Individual Applicant would also have the option to submit the Application Form with any
of the intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration from
public issue closure to listing would continue to be six working days.

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Phase II:
This phase commenced on completion of Phase I i.e. with effect from July 1, 2019 and was to be continued
for a period of three months or launch of five main board public issues, whichever is later. Further, as per
the SEBI circular SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the UPI Phase II has been
extended until March 31, 2020. Further still, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated
March 30, 2020, the current Phase II of Unified Payments Interface with Application Supported by Blocked
Amount be continued till further notice. Under this phase, submission of the Application Form by a Retail
Individual Applicant through intermediaries to SCSBs for blocking of funds will be discontinued and will be
replaced by the UPI Mechanism. However, the time duration from public issue closure to listing would
continue to be six working days during this phase.
Phase III:
The commencement period of Phase III is yet to be notified. In this phase, the time duration from public
issue closure to listing is proposed to be reduced to three working days.
All SCSBs offering facility of making application in public issues shall also provide facility to make
application using the UPI Mechanism. The Issuers 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 Retail Individual Applicants into the UPI payment mechanism.
For further details, refer to the General Information Document available on the websites of the Stock
Exchange http://www.sebi.gov.in and the Lead Manager http://www.fedsec.in
FIXED PRICE ISSUE PROCEDURE
The Issue is being made under Chapter IX of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 through a Fixed Price Process. Wherein 5,00,000 Equity Shares of the total issue
aggregating to 315.00 Lakhs is allocated for Eligible Employees as defined in this Prospectus (Our Company
in consultation with the Lead Manager, have offered a discount of ₹ 7.00 per Equity Share to Eligible
Employees.) and minimum 50% of the Net Issue is allocated for Retail Individual Applicants and the
balance shall be offered to individual applicants other than Retail Individual Applicants and other investors
including Corporate Bodies or Institutions, QIBs and Non-Institutional Applicants. However, if the
aggregate demand from the Retail Individual Applicants is less than 50%, then the balance Equity Shares
in that portion will be added to the non-retail portion offered to the remaining investors including QIBs
and NIIs and vice-versa subject to valid Applications being received from them at or above the Issue Price.
Additionally, if the Retail Individual Applicants category is entitled to more than fifty per cent on
proportionate basis, the Retail Individual Applicants shall be allocated that higher percentage. However,
the Application by an Applicant should not exceed the investment limits prescribed under the relevant
regulations/statutory guidelines.
Subject to the valid Applications being received at the Issue Price, allocation to all categories in the Net
Issue, shall be made on a proportionate basis, except for the Retail Portion where Allotment to each Retail
Individual Applicants shall not be less than the minimum lot, subject to availability of Equity Shares in
Retail Portion, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis.
Under subscription if any, in any category, except in the QIB Portion, would be allowed to be met with
spill over from any other category or a combination of categories at the discretion of our Company in
consultation with the LM and the Stock Exchange are required to submit their Applications to the
Application Collecting Intermediaries i.e. SCSB or Registered Brokers of Stock Exchanges or Registrar to
the Issue and Share Transfer Agents (RTAs) or Depository Participants (DPs) registered with SEBI. In case
of QIB Applicants, the Company in consultation with the Lead Manager may reject Applications at the time

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of acceptance of Application Form provided that the reasons for such rejection shall be provided to such
Applicant in writing.
In case of Non-Institutional Applicants and Retail Individual Applicants, the Company would have a right
to reject the Applications only on technical grounds. In case DP ID, Client ID and PAN mentioned in the
Application Form and entered into the electronic system of the stock exchange, do not match with the DP
ID, Client ID and PAN available in the depository database, the application is liable to be rejected.
Investors should note that Equity Shares will be allotted to successful Applicants in dematerialized form
only. The Equity Shares on Allotment shall be traded only in the dematerialize segment of the Stock
Exchange, as mandated by SEBI. Applicants will not have the option of getting allotment of the Equity
Shares in physical form. However, the Investors may get the Equity Shares rematerialized subsequent
to the allotment of the Equity shares in the Issue, subject to applicable laws.
ELECTRONIC REGISTRATION OF APPLICATIONS
a) The Designated Intermediary may register the Application using the online facilities of the Stock
Exchange. The Designated Intermediaries can also set up facilities for off-line electronic registration
of Applications, subject to the condition that they may subsequently upload the off-line data file into
the online facilities for Fixed Process on a regular basis before the closure of the Issuer.
b) On the Application/Issuer Closing Date, the Designated Intermediaries may upload the Applications
till such time as may be permitted by the Stock Exchange and as disclosed in the Prospectus.
c) Only Applications that are uploaded on the Stock Exchanges Platform are considered for
allocation/Allotment. The Designated Intermediaries are given till 1:00 p.m. IST on the next Working
Day following the Application/Issuer Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Application/Issuer Period after which the Stock Exchange send the
information to the Registrar to the Issue for further processing.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
Copies of the Application Form and the Prospectus will be available at the offices of the LM, the
Designated Intermediaries at Bidding Centers, and Registered Office of our Company. An electronic copy
of the Application Form will also be available for download on the websites of the Stock Exchange(s), the
SCSBs, the Registered Brokers, the RTAs and the CDPs at least one (1) day prior to the Issue Opening Date.
Applicants shall only use the specified Application Form for the purpose of making an Application in terms
of the Prospectus. All the Applicants (other than Anchor Investor and Retail Individual Investor using UPI
Payment Mechanism) shall mandatorily participate in the Issue only through the ASBA process for
application. ASBA applicants must provide bank account details and authorization to block funds in the
relevant space provided in the Application Form and the Application Forms that do not contain such
details are liable to be rejected.
Retail Individual Investors submitting their application form to any Designated Intermediaries (other than
SCSBs) shall be required to bid using the UPI Mechanism and must provide the UPI ID in the relevant space
provided in the Application Form. Retail Individual Investors submitting their application form to any
Designated Intermediaries (other than SCSBs) failed to mention UPI ID are liable to be rejected. Retail
Individual Investors may also apply through the SCSBs and mobile applications using the UPI handles as
provided on the website of the SEBI.
ASBA Applicants shall ensure that the applications are made on Application Forms bearing the stamp of
the Designated Intermediary, submitted at the Collection Centres only (except in case of electronic Bid

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cum Application Forms) and the Bid cum Application Forms not bearing such specified stamp are liable to
be rejected
The prescribed colour of the Application Form for various categories is as follows:
Category Colour of Application Form
Resident Indians / Eligible NRIs applying on a non-repatriation White*
basis (ASBA)
Non-Residents and Eligible NRIs applying on a repatriation basis Blue*
(ASBA)
Eligible Employees bidding in the Employee Reservation Portion Pink
*Excluding Electronic Application Form.
Notes: Application forms and the abridged prospectus will also be available for download on the websites
of Stock Exchange i.e. (www.nseindia.com )
In case of ASBA Forms, Designated Intermediaries shall upload the relevant Application details in the
electronic bidding system of the Stock Exchanges. Subsequently, for ASBA Forms (other than RIIs using
UPI mechanism) Designated Intermediaries (other than SCSBs) shall submit/deliver the Application Form
(except the Application Form from a RIIs using the UPI mechanism) to the respective SCSBs, where the
Applicant has a bank account and shall not submit it to any Non-SCSB bank or any Escrow Bank. For RIIs
using UPI mechanism, the Stock Exchanges shall share the Application details (including UPI ID) with the
Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIIs
for blocking of funds.
Application Forms will also be available on the website of the Stock Exchange. i.e.www.nseindia.com).
Same Application Form applies to all ASBA Applicants/ Retail Individual Investors applying through UPI
mechanism, irrespective of whether they are submitted to the SCSBs, to the Registered Brokers, to
Registrars to an Issue and Share Transfer Agents, Depository Participants or to the Syndicate (in Specified
Cities).
SUBMISSION AND ACCEPTANCE OF APPLICATION FORM / ELECTRONIC REGISTRATION OF APPLICATION
Pursuant to SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 Dated November 10, 2015, an Investor,
intending to subscribe to this Issue, shall submit a completed application form to any of the following
Intermediaries (Collectively called “Designated Intermediaries”).
Sr No. Designated Intermediaries
1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member)
3. 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”)
4. A depository participant (“DP”) (whose name is mentioned on the website of the stock
exchange as eligible for this activity)
5. Registrar to an issue and share transfer agent (“RTA”) (whose name is mentioned on the
website of the stock exchange as eligible for this activity)
The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to
investor, by giving the counter foil or specifying the application number to the investor, as a proof of
having accepted the application form, in physical or electronic mode, respectively.
Designated Intermediaries shall submit Application Forms to SCSBs only

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 The upload of the details in the electronic bidding system of stock exchange will be done by:

For Applications submitted After accepting the form, SCSB shall capture and upload the
by investors to SCSB: relevant details in the electronic bidding system as specified by
the stock exchanges(s) and may by blocking funds available in
the bank account specified in the form, to the extent of the
application money specified.

For Applications submitted After accepting the application form, respective intermediary
by investors to shall capture and upload the relevant details in the electronic
intermediaries other than bidding system of stock exchange(s). Post uploading, they shall
SCSBs without use of UPI for forward a schedule as per prescribed format along with the
payment: application forms to designated branches of the respective
SCSBs for blocking of funds within one day of closure of Issue.

For applications submitted After accepting the application form, respective intermediary
by investors to shall capture and upload the relevant bid details, including UPI ID,
intermediaries other than in the electronic bidding system of stock exchange(s).
SCSBs with use of UPI for
Stock Exchange shall share bid details including the UPI ID with
payment:
Sponsor Bank on a continuous basis, to enable Sponsor Bank to
initiate mandate request on investors for blocking of funds.
Sponsor Bank shall initiate request for blocking of funds through
NPCI to investor. Investor to accept mandate request for blocking
of funds, on his / her mobile application, associated with UPI ID
linked bank account

Stock exchange(s) shall validate the electronic bid details with depository’s records for DP ID / Client ID
and PAN, on a real time basis and bring the inconsistencies to the notice of intermediaries concerned, for
rectification and re-submission within the time specified by stock exchange.
Upon completion and submission of the Application Form to Application Collecting intermediaries, the
Application are deemed to have authorized our Company to make the necessary changes in the
prospectus, without prior or subsequent notice of such changes to the Applicants.
Who can apply?
Furthermore, certain categories of Applicants, such as NRIs, FPIs and FVCIs may not be allowed to Apply
in the Issue or to hold Equity Shares, in excess of certain limits or in specific sectors as specified under
applicable law. In addition to the category of Applicants set forth under General Information Document,
the following persons are also eligible to invest in the Equity Shares under all applicable laws, regulations
and guidelines, including:
• Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, in
single or joint names (not more than three);
• Applications belonging to an account for the benefit of a minor (under guardianship);
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The 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

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 XYZ is the name of the Karta”. Applications by HUFs may be considered at par with Applications from
individuals;
• Companies, corporate bodies and societies registered under applicable law in India and authorised to hold
and invest in equity shares;
• QIBs;
• NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;
• Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the
SEBI ICDR Regulations and other laws, as applicable);
• FPIs other than FPIs which are individuals, corporate bodies and family offices Bidding under the QIBs
category;
• FPIs which are individuals, corporate bodies and family offices, Bidding under the NIIs category;
• Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating to
trusts/societies and who are authorised under their respective constitutions to hold and invest in equity
shares;
• National Investment Fund set up by resolution no. F. No. 2/3/2005-DD-II dated November 23, 2005 of the
GoI published in the Gazette of India;
• Limited liability partnerships registered under the Limited Liability Partnership Act, 2008;
• Any other person eligible to Bid/Apply in the Issue, under the laws, rules, regulations, guidelines and
policies applicable to them and under Indian laws; and
• As per the existing regulations, OCBs are not allowed to participate in an Issue.
APPLICATIONS NOT TO BE MADE BY:
1. Minors (except under guardianship)
2. Partnership firms or their nominees
3. Foreign Nationals (except NRI)
4. Overseas Corporate Bodies
The Equity Shares have not been and will not be registered under the U.S Securities Act or any other
applicable law of the United States and, unless so registered, and may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S Securities Act and applicable state securities laws. Accordingly, the Equity
Shares are only being offered and sold (i) within the United States only to persons reasonably believed
to be “qualified institutional buyers” (as defined in Rule 144A under the U.S Securities Act and referred
to in this Prospectus as “U.S. QIBs”, for the avoidance of doubt, the term U.S. QIBs does not refer to a
category of institutional investor defined under applicable Indian regulations and referred to in this
Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of
the U.S Securities Act, and (ii) 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 sales occur.

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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.
For Retails Individual Applicants
The Application must be for a minimum of 2,000 Equity Shares and in multiples of 2,000 Equity Shares
thereafter, so as to ensure that the Application Price payable by the Applicant does not exceed ₹2,00,000.
In case of revision of Applications, the Retail Individual Investors have to ensure that the Application Price
does not exceed ₹2,00,000.
For Other than Retail Individual Investors (Non-Institutional Investors and QIBs):
The Application must be for a minimum of such number of Equity Shares that the Application Amount
exceeds ₹2,00,000 and in multiples of 2,000 Equity Shares thereafter. An Application cannot be submitted
for more than the Net Issue Size. However, the maximum Application by a QIB investor should not exceed
the investment limits prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB
Applicant and Non-Institutional Investor cannot withdraw its Application after the Issue Closing Date and
is required to pay 100% Bid Amount upon submission of Bid.
In case of revision in Applications, the Non-Institutional Applicants, who are individuals, have to ensure
that the Application Amount is greater than₹ 2,00,000 for being considered for allocation in the Non-
Institutional Portion.
Applicants are advised to ensure that any single application from them does not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or regulation
or as specified in this Prospectus.
PARTICIPATION BY ASSOCIATES / AFFILIATES OF LEAD MANAGER
The Lead Manager shall not be entitled to subscribe to this Issue in any manner except towards fulfilling
their underwriting obligations. However, associates and affiliates of the Lead Manager may subscribe to
Equity Shares in the Issue, either in the QIB Portion and Non-Institutional Category where the allotment is
on a proportionate basis and such subscription may be on their own account or on behalf of their clients.
All categories of investors, including associates or affiliates of the LM, shall be treated equally for the
purpose of allocation to be made on a proportionate basis
OPTION TO SUBSCRIBE TO THE ISSUE
1. Our Company shall allot the specified securities in dematerialised form only. Investors opting for
allotment in dematerialised form may get the specified securities rematerialised subsequent to
allotment.
2. The equity shares, on allotment, shall be traded on stock exchange in demat segment only.
3. A single application from any investor shall not exceed the investment limit/minimum number of
specified securities that can be held by him/her/it under the relevant regulations/statutory guidelines.
APPLICATION BY HUF
Hindu Undivided Families or HUFs, in the individual name of the Karta. The 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 may be considered at par with Bids/Applications from
individuals

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APPLICATION BY MUTUAL FUNDS
As per the current regulations, the following restrictions are applicable for investments by mutual funds:
With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must
be lodged along with the Application Form. Failing this, our Company in consultation with Lead Manager,
reserves the right to accept or reject any Application in whole or in part, in either case, without assigning
any reason thereof. The Applications made by the asset management companies or custodians of Mutual
Funds shall specifically state the names of the concerned schemes for which the Applications are made.
In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual
Fund registered with the SEBI and such Applications in respect of more than one scheme of the Mutual
Fund will not be treated as multiple Applications provided that such Applications clearly indicate the
scheme concerned for which the Application is submitted.
No Mutual Fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity
related instruments of any Company provided that the limit of 10% shall not be applicable for investments
in index funds or sector or industry specific funds. No mutual fund under all its schemes should own more
than 10% of any Company’s paid-up share capital carrying voting rights
APPLICATION BY INDIAN PUBLIC INCLUDING ELIGIBLE NRIS APPLYING ON NON-REPATRIATION
Application must be made only in the names of Individuals, Limited Companies or Statutory Corporations
/ Institutions and not in the names of Minors (other than minor having valid depository accounts as per
demographic details provided by the depositary), Foreign Nationals, Non Residents (except for those
applying on non-repatriation), trusts, (unless the trust is registered under the Societies Registration Act,
1860 or any other applicable trust laws and is authorized under its constitution to hold shares and
debentures in a Company), Hindu Undivided Families (HUF), partnership firms or their nominees. In case
of HUFs, application shall be made by the Karta of the HUF.
Eligible NRIs applying on a non-repatriation basis may make payments by inward remittance in foreign
exchange through normal banking channels or by debits to NRE / FCNR accounts as well as NRO accounts.
An applicant in the Net Public Category cannot make an application for that number of Equity Shares
exceeding the number of Equity Shares offered to the public.
APPLICATION BY ELIGIBLE NRIS/FII’S ON REPATRIATION BASIS
Eligible NRIs may obtain copies of Application Form from the Designated Intermediaries. Eligible NRI
Applicants applying on a repatriation basis by using the Non-Resident Forms should authorize their SCSB
to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) ASBA
Accounts, and eligible NRI Applicants applying on a non-repatriation basis by using Resident Forms should
authorize their SCSB to block their Non-Resident Ordinary (“NRO”) accounts for the full Application
Amount, at the time of the submission of the Application Form.
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
Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for Non-
Residents (blue in colour).
Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents
(white in colour).

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For details of investment by NRIs, see “Restrictions in Foreign Ownership of Indian Securities” beginning
on page no. 276 of this Prospectus. Participation of eligible NRIs shall be subject to FEMA Regulations.
APPLICATION 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 our post- Issue Equity Share capital. Further,
in terms of the FEMA Non-Debt Instruments Rules, the total holding by each FPI or an investor group shall
be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all FPIs
put together shall not exceed 24% of the paid-up Equity Share capital of our Company on a fully-diluted
basis. With effect from the April 1, 2020, the aggregate limit 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.
In case of Applications made by FPIs, a certified copy of the certificate of registration issued under the
SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our
Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate
in the 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.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms
of Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore
derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name
called, which is issued overseas by a FPI against securities held by it in India, as its underlying) directly or
indirectly, only in the event (i) such offshore derivative instruments are issued only by persons registered
as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for
registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with
‘know your client’ norms; and (iv) such o the conditions as may be specified by SEBI from time to time.
In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a
fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares
or share warrants issued that may be issued by our Company, the total investment made by the FPI will
be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our
Company and the investor will be required to comply with applicable reporting requirements.
In accordance with the FEMA Non-Debt Instrument Rules, the total holding by any individual NRI, on a
repatriation basis, shall not exceed five percent of the total paid-up equity capital on a fully diluted basis
or shall not exceed five percent 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 percent if a special resolution to
that effect is passed by the general body of the Indian company.
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, amongst others, the following conditions:

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 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.
Bids by FPIs submitted under the multiple investment managers structure with the same PAN but with
different beneficiary account numbers, Client ID and DP ID may not be treated as multiple Bids.
As specified in 4.1.4.2 (b) and 4.1.4.2 (c)(iv) of the General Information Document, it is hereby clarified
that bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be
rejected, except for Bids from FPIs that utilise the multiple investment manager structure in accordance
with the Operational Guidelines for Foreign Portfolio Investors and Designated Depository Participants
issued to facilitate implementation of SEBI FPI Regulations (“MIM Structure”), provided such Bids have
been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be
noted that multiple Bids received from FPIs, who do not utilise the MIM Structure, and bear the same
PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same PAN,
and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple
Bids utilise the MIM Structure 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 are liable to
be rejected. Further, in the following cases, the bids by FPIs will not be considered as multiple Bids:
involving (i) the MIM Structure and indicating the name of their respective investment managers in such
confirmation; (ii) offshore derivative instruments (“ODI”) which have obtained separate FPI registration
for ODI and proprietary derivative investments; (iii) sub funds or separate class of investors with
segregated portfolio who obtain separate
FPI registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a collective
investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences
and managed by a single investment manager; (v) multiple branches in different jurisdictions of foreign
bank registered as FPIs; (vi) Government and Government related investors registered as Category 1 FPIs;
and (vii) Entities registered as collective investment scheme having multiple share classes.
APPLICATION BY SEBI REGISTERED VCFS, AIFS AND FVCIS
SEBI VCF Regulations and SEBI FVCI Regulations inter alia prescribe the investment restrictions on the
VCFs and FVCIs registered with SEBI. Further, SEBI AIF Regulations prescribe, among others, the
investment restrictions on AIFs.
Accordingly, the holding by any individual VCF registered with SEBI in one (1) venture capital undertaking
should not exceed 25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of
the investible funds, in the aggregate, in certain specified instruments, which includes subscription to an
initial public offering.
Category I and II AIFs cannot invest more than 25% of their respective corpus in one investee company. A
category III AIF cannot invest more than 10% of its corpus in one investee company. A VCF registered as a
category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible
funds by way of subscription to an initial public offering of a venture capital undertaking. Additionally, the
VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated
by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up.
Further, according to SEBI ICDR Regulations, the shareholding of VCFs and category I AIFs or FVCI held in
a company prior to making an initial public offering would be exempt from lock-in requirements provided

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that such equity shares held are locked in for a period of at least one (1) year from the date of purchase
by such VCF or category I AIFs or FVCI.
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 LM will not be responsible for loss, if any, incurred by the Applicant on account of
conversion of foreign currency. There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants
will be treated on the same basis with other categories for the purpose of allocation.
APPLICATION BY ELIGIBLE EMPLOYEES
Application under Employee Reservation Portion by Eligible Employees were:
a) Made only in the prescribed Bid cum Application Form or Revision Form
b) The application for a minimum of 2,000 Equity Shares and in multiples of 2,000 Equity Shares
thereafter so as to ensure that the Bid Amount payable by the Eligible Employee did not exceed
₹ 500,000 (net of Employee Discount). In the event of any under-subscription in the Employee
Reservation Portion, the unsubscribed portion is required to be available for allocation and
allotment, proportionately to all Eligible Employees, who have bid in excess of ₹200,000 (net of
Employee Discount), provided however that the maximum Bid in this category by an Eligible
Employee could not exceed ₹500,000 (net of Employee Discount).
c) The Applicant is required to be an Eligible Employee as defined above in this Prospectus. In case
of joint bids, the first Bidder was required to be an Eligible Employee.
d) Eligible Employees can apply at Issue Price of Rs. 63.00 (Our Company in consultation with the
Lead Manager, have offered a discount of ₹ 7.00 per Equity Share to Eligible Employees.) n
e) Application by Eligible Employees can be made also in the “Net Issue” and such application are
required to not be treated as multiple Bids.
f) Under-subscription, if any, in the Employee Reservation Portion is required to be added back to
the Net Issue.
g) Eligible Employees are not required to Bid through the UPI Mechanism in the Employee
Reservation Portion.
APPLICATION BY PROVIDENT FUNDS/ PENSION FUNDS
In case of Applications made by provident funds/pension funds, subject to applicable laws, with minimum
corpus of ₹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 Application Form. Failing this, our Company
reserves the right to reject their application, without assigning any reason thereof
APPLICATION BY LIMITED LIABILITY PARTNERSHIPS
In case of Applications 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 Application Form. Failing this, our Company reserves the
right to reject their application without assigning any reason thereof.
APPLICATION BY BANKING COMPANIES
In case of Application 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

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required to be attached to the Bid cum Application Form, failing which our Board as applicable, in
consultation with the LM reserve the right to reject any Application without assigning any reason thereof.
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 nonfinancial 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 doesn’t apply to the cases 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 the RBI to make (investment in a subsidiary and a financial services company
that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services
company in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the
Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended.
APPLICATION BY INSURANCE COMPANIES
In case of Application made by insurance companies registered with the IRDA, a certified copy of
certificate of registration issued by IRDA must be attached to the Application Form. Failing this, our
Company reserves the right to reject their application without assigning any reason thereof.
The exposure norms for insurers are prescribed under the Insurance Regulatory and Development
Authority (Investment) Regulations, 2016, as amended (“IRDAI Investment Regulations”), 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 IRDA Investment
Regulations for specific investment limits applicable to them.
APPLICATION BY SCSBS
SCSBs participating in the Issue are required to comply with the terms of SEBI circulars dated September
13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications on their
own account using ASBA, they should have a separate account in their own name with any other SEBI
registered SCSBs. Further, such account shall be used solely for the purpose of making application in public
issues and clear demarcated funds should be available in such account for ASBA applications.

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APPLICATION BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Application made by systemically important non-banking financial companies, a certified copy
of the certificate of registration issued by the 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
Application Form. Failing this, our Company reserves the right to reject any Application, without assigning
any reason thereof. Systemically important non-banking financial companies participating in the Issue
shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
APPLICATION UNDER POWER OF ATTORNEY
In case of Application made pursuant to a power of attorney or by limited companies, corporate bodies,
registered societies, FIIs, FPIs, Mutual Funds, Eligible QFIs, insurance companies, insurance funds set up
by the army, navy or air force of the Union of India, insurance funds set up by the Department of Posts,
India or the National Investment Fund, provident funds with a minimum corpus of ₹ 2,500 Lakhs and
pension funds with a minimum corpus of ₹ 2,500 Lakhs (in each case, subject to applicable law and in
accordance with their respective constitutional documents), 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, as applicable must be lodged along with the
Application Form. Failing this, our Company reserves the right to accept or reject their Application in
whole or in part, in either case, without assigning any reasons thereof.
Our Board as applicable, in consultation with the LM in their absolute discretion, reserve the right to relax
the above condition of simultaneous lodging of the power of attorney along with the Application Form
subject to the terms and conditions that our Board, as applicable, in consultation with the LM may deem
fit.
APPLICATION BY OCBS
In accordance with RBI regulations, OCBs cannot participate in this Issue.
ISSUE PROCEDURE FOR ASBA (APPLICATION SUPPORTED BY BLOCKED ACCOUNT) APPLICANTS
In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process. Our Company and the Lead Manager
are not liable for any amendments, modifications, or changes in applicable laws or regulations, which
may occur after the date of the Prospectus. ASBA Applicants are advised to make their independent
investigations and to ensure that the ASBA Application Form is correctly filled up, as described in this
section.
Lists of banks that have been notified by SEBI to act as SCSB (Self-Certified Syndicate Banks) for the ASBA
Process are provided on http://www.sebi.gov.in. For details on designated branches of SCSB collecting the
Application Form, please refer the above-mentioned SEBI link.
ASBA PROCESS
Resident Retail Individual Investor shall submit his Application through an Application Form, either in
physical or electronic mode, to the SCSB with whom the bank account of the ASBA Applicant or bank
account utilized by the ASBA Applicant (“ASBA Account”) is maintained. The SCSB shall block an amount
equal to the Application Amount in the bank account specified in the ASBA Application Form, physical or
electronic, on the basis of an authorization to this effect given by the account holder at the time of
submitting the Application.

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The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis
of Allotment in the Issue and consequent transfer of the Application Amount against the allocated shares
to the ASBA Public Issue Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of
the ASBA Application, as the case may be.
The ASBA data shall thereafter be uploaded by the SCSB in the electronic IPO system of the Stock Exchange.
Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the
Controlling Branch of the SCSB for unblocking the relevant bank accounts and for transferring the amount
allocable to the successful ASBA Applicants to the ASBA Public Issue Account. In case of withdrawal/failure
of the Issue, the blocked amount shall be unblocked on receipt of such information from the Lead
Manager.
ASBA Applicants are required to submit their applications, either in physical or electronic mode. In case of
application in physical mode, the ASBA Applicant shall submit the ASBA Application Form at the Designated
Branch of the SCSB or Registered Brokers or Registered RTA's or DPs registered with SEBI. In case of
application in electronic form, the ASBA Applicant shall submit the Application Form either through the
internet banking facility available with the SCSB, or such other electronically enabled mechanism for
applying and blocking funds in the ASBA account held with SCSB, and accordingly registering such
Applications.
APPLICATION FORM SHALL BEAR THE STAMP OF THE SYNDICATE MEMBER/SCSBS/REGISTRAR AND
SHARE TRANSFER AGENTS/DEPOSITORY PARTICIPANTS/STOCK BROKERS AND IF NOT, THE SAME SHALL
BE REJECTED.
MODE OF PAYMENT
Upon submission of an Application Form with the SCSB, whether in physical or electronic mode, each ASBA
Applicant shall be deemed to have agreed to block the entire Application Amount and authorized the
Designated Branch of the SCSB to block the Application Amount, in the bank account maintained with the
SCSB.
Application Amount paid in cash, by money order or by postal order or by stock invest, or ASBA
Application Form accompanied by cash, draft, money order, postal order or any mode of payment other
than blocked amounts in the SCSB bank accounts, shall not be accepted.
After verifying that sufficient funds are available in the ASBA Account, the SCSB shall block an amount
equivalent to the Application Amount mentioned in the ASBA Application Form till the Designated Date.
On the Designated Date, the SCSBs shall transfer the amounts allocable to the ASBA Applicants from the
respective ASBA Account, in terms of the SEBI Regulations, into the ASBA Public Issue Account. The balance
amount, if any against the said Application in the ASBA Accounts shall then be unblocked by the SCSBs on
the basis of the instructions issued in this regard by the Registrar to the Issue.
The entire Application Amount, as per the Application Form submitted by the respective ASBA Applicants,
would be required to be blocked in the respective ASBA Accounts until finalization of the Basis of Allotment
in the Issue and consequent transfer of the Application Amount against allocated shares to the ASBA Public
Issue Account, or until withdrawal/failure of the Issue or until rejection of the ASBA Application, as the
case may be.
UNBLOCKING OF ASBA ACCOUNT
On the basis of instructions from the Registrar to the Issue, the SCSBs shall transfer the requisite amount
against each successful ASBA Applicant to the ASBA Public Issue Account as per section 40(3) of the
Companies Act, 2013 and shall unblock excess amount, if any in the ASBA Account.

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However, the Application Amount may be unblocked in the ASBA Account prior to receipt of intimation
from the Registrar to the Issue by the Controlling Branch of the SCSB regarding finalization of the Basis of
Allotment in the Issue, in the event of withdrawal/failure of the Issue or rejection of the ASBA Application,
as the case may be.
TERMS OF PAYMENT
The entire Issue price of ₹ 70.00 /- per share is payable on application. In case of allotment of lesser
number of Equity Shares than the number applied, the Registrar shall instruct the SCSBs to unblock the
excess amount paid on Application to the Applicants. SCSBs will transfer the amount as per the instruction
of the Registrar to the Public Issue Account, the balance amount after transfer will be unblocked by the
SCSBs. The Applicants should note that the arrangement with Bankers to the Issue or the Registrar is not
prescribed by SEBI and has been established as an arrangement between our Company, Banker to the
Issue and the Registrar to the Issue to facilitate collections from the Applicants.
PAYMENT MECHANISM
The Applicants shall specify the bank account number in their Application Form and the SCSBs shall block
an amount equivalent to the bid Amount (issue price) in the bank account specified in the Application
Form. The SCSB shall keep the bid Amount in the relevant bank account blocked until withdrawal/ rejection
of the Application or receipt of instructions from the Registrar to unblock the bid Amount. However, Non-
Retail Investors shall neither withdraw nor lower the size of their applications at any stage. In the event of
withdrawal or rejection of the Application Form or for unsuccessful Application Forms, the Registrar to the
Issue shall give instructions to the SCSBs to unblock the application money in the relevant bank account
within one day of receipt of such instruction. The Bid Amount shall remain blocked in the ASBA Account
until finalization of the Basis of Allotment in the Issue and consequent transfer of the Bid Amount to the
Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the Bid by the ASBA
Bidder, as the case may be.
PROCEDURE FOR UNIFIED PAYMENT INTERFACE (UPI)
In accordance to the SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, to stream
line the process of public issue of Equity Shares and convertibles, Phase II shall become effective from
July 01, 2019, thereafter for applications by Retail Individual Investors through intermediaries, where
the existing process of investor submitting application form with any intermediaries along with bank
account details and movement of such application forms from intermediaries to self-certified Syndicate
Banks (SCSBs) for blocking of funds, will be discontinued. For such applications only the UPI mechanism
would be permissible mode.
Who can apply through UPI Mode:
Only Retail Individual Investors are allowed to use UPI for the payment in public issues. Qualified
Institutional Buyers and High-Net worth Investors shall continue to apply as per the existing process.
PROCESS
Applications through UPI in IPOs (Public Issue) can be made only through the SCSBs/mobile applications
whose name appears on the SEBI website: www.sebi.gov.in.
BLOCKING OF FUNDS:
a) Investors shall create UPI ID
b) Investors shall submit their IPO applications through intermediaries and the investors shall enter UPI
ID in the application form

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 c) Thereafter, intermediary shall upload the bid details and UPI ID in the electronic bidding system of
the Stock Exchange
d) Stock Exchange shall validate the bid details on the real time basis with depository’s records and shall
bring the inconsistencies to the notice of intermediaries for rectification and re-submission
e) Stock Exchange shall share the details including UPI ID with Sponsor Bank, to enable the Sponsor Bank
to initiate the request for the blocking of funds
f) Thereafter the investor shall receive notification and shall confirm the request by entering valid UPI
PIN and upon such acceptance of request, funds would get blocked and intimation shall be given to
the investor regarding blocking of funds
UNBLOCKING OF FUNDS:
a) After the issue close day, the RTA on the basis of bidding and blocking received from stock exchange
undertake a reconciliation and shall prepare Basis of Allotment.
b) Upon approval of such basis, instructions would be sent to the Sponsor Bank to initiate process for
credit of funds in the public issue escrow account and unblocking of excess funds
c) Based on authorization given by the investor using UPI PIN at the time of blocking of funds, equivalent
to the allotment, would be debited from investors account and excess funds, if any, would be
unblocked.
Further, RIIs would continue to have an option to modify or withdraw the bid till the closure of the issue
period. For each such modification of application, RIIs shall submit a revised application and shall
receive a mandate request from the Sponsor Bank to be validated as per the process indicated above.
Hence, applications made through UPI ID for payment the same shall be revised by using UPI ID only.
REJECTION GROUNDS UNDER UPI PAYMENT MECHANISM
An investor making application using any of channels under UPI Payments Mechanism, shall use only his/
her own bank account or only his/ her own bank account linked UPI ID to make an application in public
issues. Applications made using third party bank account or using third party linked bank account UPI ID
are liable for rejection. Sponsor Bank shall provide the investors UPI linked bank account details to RTA for
purpose of reconciliation. RTA shall undertake technical rejection of all applications to reject applications
made using third party bank account.
LIST OF BANKS PROVIDING UPI FACILITY
An investor shall ensure that when applying in the IPO using UPI facility, the name of his Bank shall appear
in the list of SCSBs as displayed on the SEBI website.
A list of SCSBs and mobile application which are live for applying in public issues using UPI mechanism is
provided on the SEBI Website at the following path:
Home >> Intermediaries/Market Infrastructure Institutions >> Recognised Intermediaries >>Self Certified
Syndicate Banks eligible as Issuer Banks for UPI
Investors whose Bank is not live on UPI as on the date of the aforesaid circular, may use the other alternate
channels available to them viz. submission of application form with SCSBs or using the facility of linked
online trading, demat and bank account (Channel I or II at para 5.1 SEBI circular bearing no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018.
ELECTRONIC REGISTRATION OF APPLICATIONS

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1. The Designated Intermediary will register the Applications using the on-line facilities of the Stock
Exchanges. There will be at least one on-line connectivity facility in each city, where a stock exchange is
located in India and where Applications are being accepted. The Lead Manager, our Company and the
Registrar are not responsible for any acts, mistakes or errors or omission and commissions in relation to,
(i) the Applications accepted by the Designated Intermediary, (ii) the Applications uploaded by the
Designated Intermediary, (iii) the Applications accepted but not uploaded by the Designated
Intermediary or (iv) Applications accepted and uploaded without blocking funds.
2. The Designated Intermediary shall be responsible for any acts, mistakes or errors or omission and
commissions in relation to, (i) the Applications accepted by the Designated Intermediary, (ii) the
Applications uploaded by the Designated Intermediary, (iii) the Applications accepted but not uploaded
by the Designated Intermediary and (iv) Applications accepted and uploaded without blocking funds. It
shall be presumed that for Applications uploaded by the Designated Intermediary, the full Application
Amount has been blocked.
3. In case of apparent data entry error either by the Designated Intermediary in entering the Application
Form number in their respective schedules other things remaining unchanged, the Application Form may
be considered as valid and such exceptions may be recorded in minutes of the meeting submitted to
Stock Exchange(s).
4. The Designated Intermediary will undertake modification of selected fields in the Application details
already uploaded within before 1.00 p.m. of the next working day from the Issue Closing Date.
5. The Stock Exchanges will Issue an electronic facility for registering Applications for the Issue. This facility
will be available with the Designated Intermediary and their authorized agents during the Issue Period.
The Designated Branches or the Agents of the Designated Intermediary can also set up facilities for off-
line electronic registration of Applications subject to the condition that they will subsequently upload
the off-line data file into the on-line facilities on a regular basis. On the Issue Closing Date, the Designated
Intermediary shall upload the Applications till such time as may be permitted by the Stock Exchanges.
This information will be available with the Lead Manager on a regular basis. Applicants are cautioned
that a high inflow of high volumes on the last day of the Issue Period may lead to some Applications
received on the last day not being uploaded and such Applications will not be considered for allocation.
6. At the time of registering each Application submitted by an Applicant, Designated Intermediary shall
enter the following details of the investor in the on-line system, as applicable:
1. Name of the Applicant;
2. IPO Name;
3. Application Form number;
4. Investor Category;
5. PAN (of First Applicant, if more than one Applicant);
6. DP ID of the demat account of the Applicant;
7. Client Identification Number of the demat account of the Applicant;
8. UPI ID (RIIs applying through UPI Mechanism)
9. Numbers of Equity Shares Applied for;
10. Location of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB
branch where the ASBA Account is maintained; and

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 11. Bank account number
12. In case of submission of the Application by an Applicant through the Electronic Mode, the Applicant
shall complete the above-mentioned details and mention the bank account number, except the
Electronic Application Form number which shall be system generated.
13. The Designated intermediaries shall, at the time of receipt of application, give an acknowledgement
to investor, by giving the counter foil or specifying the application number to the investor, as a proof
of having accepted the application form, in physical or electronic mode, respectively. The registration
of the Application by the Designated Intermediary does not guarantee that the Equity Shares shall be
allocated / allotted either by our Company.
14. Such acknowledgement will be non-negotiable and by itself will not create any obligation of any kind.
15. In case of QIB Applicants, the Lead Manager has the right to accept the Application or reject it.
However, the rejection should be made at the time of receiving the Application and only after assigning
a reason for such rejection in writing. In case on Non-Institutional Applicants and Retail Individual
Applicants, Applications would be rejected on the technical grounds.
16. The permission given by the Stock Exchanges to use their network and software of the Online IPO
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 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 any of the compliance with the statutory and other requirements nor does it take any
responsibility for the financial or other soundness of our Company, our Promoter, our 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 Prospectus; nor does it warrant that the
Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
17. Only Applications that are uploaded on the online IPO system of the Stock Exchanges shall be
considered for allocation/Allotment. The Designated Intermediary will be given time till 1.00 p.m. on
the next working day after the Issue Closing Date to verify the PAN, DP ID and Client ID uploaded in
the online IPO system during the Issue Period, after which the Registrar will receive this data from the
Stock Exchanges and will validate the electronic Application details with depository’s records. In case
no corresponding record is available with depositories, which matches the three parameters, namely
DP ID, Client ID and PAN, then such Applications are liable to be rejected.
WITHDRAWAL OF APPLICATIONS
RIIs and Eligible Employees can withdraw their applications until Issue Closing Date. In case a RIIs and Eligible
Employees wishes to withdraw the applications during the Issue Period, the same can be done by submitting
a request for the same to the concerned Designated Intermediary who shall do the requisite, including
unblocking of the funds by the SCSB or Sponsor Bank in the ASBA Account.
The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the
Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.
SIGNING OF UNDERWRITING AGREEMENT
The issue is 100% Underwritten. For further details, please refer to Section titled “General Information”
beginning on page no. 57 of this Prospectus.
FILING OF THE ISSUE DOCUMENT WITH THE ROC

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For filing details, please refer Chapter titled “General Information” beginning on page no. 57 of this
Prospectus.
PRE-ISSUE ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013, the Company shall, after filing the Prospectus with the
RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in one widely
circulated English language national daily newspaper; one widely circulated Hindi language national daily
newspaper and one regional newspaper with wide circulation where registered office of the Company is
situated.
In the pre- Issue advertisement, we shall state the Issuer Issue Opening Date and the 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
PRICE DISCOVERY AND ALLOCATION OF EQUITY SHARES
a) The Issue is being made through the Fixed Price Process where in up to Equity Shares shall be reserved
for Market Maker. Equity shares will be allocated on a proportionate basis to Retail Individual
Applicants, subject to valid Application being received from Retail Individual Applicants at the Issue
Price. The balance of the Net Issue will be available for allocation on proportionate basis to Non-Retail
Applicants.
b) Under- subscription if any, in any category, 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 Lead
Manager and the Stock Exchange.
c) Allocation to Non-Residents, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs registered with SEBI,
applying on repatriation basis will be subject to applicable law, rules, regulations, guidelines and
approvals.
d) In terms of SEBI Regulations, Non-Retail Investors shall not be allowed to either withdraw or lower
the size of their applications at any stage.
e) Allotment status details shall be available on the website of the Registrar to the Issue.
ISSUANCE OF ALLOTMENT ADVICE
Upon approval of the Basis of Allotment by the Designated stock exchange, the Registrar shall upload on its
website. On the basis of approved basis of allotment, the Issuer shall pass necessary corporate action to
facilitate the allotment and credit of equity shares. Applicants are advised to instruct their Depository
Participants 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 Applicants who
have been allotted Equity Shares in the Issue.
1. The dispatch of allotment advice shall be deemed a valid, binding and irrevocable contract.
2. Issuer will that: (i) the allotment of the equity shares; and (ii) initiate corporate action for credit of shares
to the successful applicant’s Depository Account within Four (4) Working Days of the Issue Closing date.
The Issuer also ensures the credit of shares to the successful Applicants Depository Account is completed
within One (1) Working Day from the date of allotment, after the funds are transferred from ASBA Public
Issue Account to Public Issue account of the issuer.
3. The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order
or credit the allotted securities to the respective beneficiary accounts, if any within a period of Four
(4) Working Days of the Issue Closing Date. The Company will intimate the details of allotment of

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 securities to Depository immediately on allotment of securities under Section 56 of the Companies
Act, 2013 or other applicable provisions, if any.
ISSUANCE OF CONFIRMATION ALLOCATION NOTE (“CAN”)
a) A physical book is prepared by the Registrar on the basis of the Application Forms received from
Investors. Based on the physical book and at the discretion of the Company in consultation with the
Lead Manager, selected Investors will be sent a CAN and if required, a revised CAN.
b) In the event that the Issue Price is higher than the Investor Allocation Price: Investors will be sent a
revised CAN within 1 (one) day of the Pricing Date indicating the number of Equity Shares allocated
to such Investor and the pay-in date for payment of the balance amount. Investors are then required
to pay any additional amounts, being the difference between the Issue Price and the Investor
Allocation Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN.
Thereafter, the Allotment Advice will be issued to such Investors.
c) In the event the Issue Price is lower than the Investor Allocation Price: Investors who have been
Allotted Equity Shares will directly receive Allotment Advice.
DESIGNATED DATE
On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares
into Public Issue Account with the Bankers to the Issue.
GENERAL INSTRUCTIONS
Applicants are requested to note the additional instructions provided below.
Do’s:
1. Check if you are eligible to apply as per the terms of the Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
2. Read all the instructions carefully and complete the Application Form;
3. Ensure that the details about the PAN, DP ID and Client ID are correct and the Applicants depository
account is active, as Allotment of the Equity Shares will be in the dematerialised form only;
4. Ensure that your Application Form, bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the Collection Centre within the prescribed time, except in case of
electronic forms. Retail Individual Investors using UPI mechanism, may submit their ASBA forms
with Designated Intermediary and ensure that it contains the stamp of such Designated
Intermediary;
5. Ensure that the signature of the First Applicant in case of joint Applications, is included in the
Application Forms;
6. If the first applicant is not the ASBA account holder (or the UPI- linked bank account holder as the
case may be), ensure that the Application Form is signed by the ASBA account holder (or the UPI-
linked bank account holder as the case may be). Ensure that you have mentioned the correct bank
account number and UPI ID in the Application Form;
7. All Applicants (other than Anchor Investors and RII using UPI Mechanism) should apply through the
ASBA process only. RII not using UPI mechanism, should submit their application form directly with
SCSB’s and not with any designated intermediary.

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8. With respect to Applications by SCSBs, ensure that you have a separate account in your own name
with any other SCSB having clear demarcated funds for applying under the ASBA process and that
such separate account (with any other SCSB) is used as the ASBA Account with respect to your
Application;
9. Ensure that you request for and receive a stamped acknowledgement of your Application;
10. Ensure that you have funds equal to the Application Amount in the ASBA Account maintained with
the SCSB before submitting the ASBA Form to any of the Designated Intermediaries;
11. Instruct your respective banks to not release the funds blocked in the ASBA Account under the ASBA
process. Retail Individual Investors 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
12. Submit revised Applications to the same Designated Intermediary, as applicable, through whom the
original Application was placed and obtain a revised TRS;
13. Except for Applications (i) on behalf of the central or state governments and the officials appointed
by the courts, who, in terms of SEBI circular dated June 30, 2008, may be exempt from specifying
their PAN for transacting in the securities market and (ii) Applications by persons resident in the
state of Sikkim, who, in terms of SEBI circular dated July 20, 2006, may be exempted from specifying
their PAN for transacting in the securities market, all Applicants 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 Applicants 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.
14. Ensure that the Demographic Details are updated, true and correct in all respects;
15. 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;
16. Ensure that the name(s) given in the 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 application,
the Application Form should contain only the name of the First Applicant whose name should also
appear as the first holder of the beneficiary account held in joint names;
17. Ensure that the category and sub-category under which the Application is being submitted is clearly
specified in the Application Form;
18. Ensure that in case of Applications under power of attorney or by limited companies, corporate,
trust etc., relevant documents are submitted;
19. If you are resident outside India, ensure that Applications by you are in compliance with applicable
foreign and Indian laws;
20. Applicants should note that in case the DP ID, the Client ID, UPI ID (where applicable) and the PAN
mentioned in the Application Form and entered into the online IPO system of the Stock Exchange
by the relevant Designated Intermediary, match with the DP ID, Client ID (where applicable) and
PAN available in the Depository database otherwise liable to be rejected; Where the Application

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 Form is submitted in joint names, ensure that the beneficiary account is also held in the same joint
names and such names are in the same sequence in which they appear in the Application Form;
21. Ensure that the Application Forms are delivered by the Applicants within the time prescribed as per
the Application Form and the Prospectus;
22. Ensure that you have correctly signed the authorization /undertaking box in the 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 Application Amount mentioned in the Application Form at
the time of submission of the Application;
23. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than Retail
Individual Investors Bidding using the UPI Mechanism) in the Bid cum Application Form and such
ASBA account belongs to you and no one else. Further, Retail Individual Investors using the UPI
Mechanism must also mention their UPI ID and shall use only his/her own bank account which is
linked to his/her UPI ID;
24. Retail Individual Investors 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;
25. Retail Individual Investors 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 the SEBI website. Retail Individual Investors 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
the SEBI website. An application made using incorrect UPI handle or using a bank account of an SCSB
or bank which is not mentioned on the SEBI website is liable to be rejected;
Don’ts:
1. Do not apply for lower than the minimum Application size;
2. Do not apply at a Price different from the Price mentioned herein or in the Application Form;
3. Do not pay the Application Amount in cash, cheque, by money order or by postal order or by stock
invest or any mode other than stated herein;
4. Do not send Application / ASBA Forms by post, instead submit the same to the Designated
Intermediary only;
5. Do not submit the Application Forms with the Banker(s) to the Issue (assuming that such bank is not
a SCSB), our Company, the BRLM or the Registrar to the Issue (assuming that the Registrar to the
Issue is not one of the RTAs) or any non-SCSB bank;
6. Do not apply on an Application Form that does not have the stamp of the Designated Intermediary;
If you are a Retail Individual Applicant, do not apply for an exceeding ₹200,000; and if you are an
Eligible Employee, do not apply exceeding ₹500,000;
7. Do not fill up the Application Form such that the Equity Shares applied 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 Prospectus;
8. Do not submit the General Index Register number instead of the PAN;

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9. As an ASBA Applicant, do not submit the Application without ensuring that funds equivalent to the
entire Application Amount are available to be blocked in the relevant ASBA Account and as in the
case of Retail Individual Investors using the UPI Mechanism shall ensure that funds equivalent to
the entire application amount are available in the UPI linked bank account where funds for making
the bids are available.
10. As an ASBA Applicant, do not instruct your respective banks to release the funds blocked in the
ASBA Account;
11. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Issue;
12. Do not submit Applications on plain paper or on incomplete or illegible Application Forms or on
Application Forms in a colour prescribed for another category of Applicant;
13. If you are a QIB, do not submit your Application after 3.00 pm on the Issue Closing Date for QIBs;
14. If you are a Non-Institutional Applicant or Retail Individual Applicant, do not submit your Application
after 3.00 pm on the Issue Closing Date;
15. Do not submit an Application in case you are not eligible to acquire Equity Shares under applicable
law or your relevant constitutional documents or otherwise;
16. Do not submit an Application 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 Depositories);
17. If you are a QIB or a Non-Institutional Applicant, do not withdraw your Application or lower the size
of your Application (in terms of quantity of the Equity Shares or the Application Amount) at any
stage;
18. Do not submit more than five (5) ASBA Forms per ASBA Account;
19. Do not submit ASBA Forms at a location other than the Specified Locations or to the brokers other
than the Registered Brokers at a location other than the Broker Centres; and
20. Do not submit ASBA Forms to a Designated Intermediary at a Collection Centre unless the SCSB
where the ASBA Account is maintained, as specified in the ASBA Form, has named at least one (1)
branch in the relevant Collection Centre, for the Designated Intermediary to deposit ASBA Forms (a
list of such branches is available on the website of SEBI at http://www.sebi.gov.in).The Application
Form is liable to be rejected if the above instructions, as applicable, are not complied with.
21. Do not submit a Application Form with third party UPI ID or using a third-party bank account (in
case of Bids submitted by Retail Individual Investors using the UPI Mechanism)
22. Do not submit a Bid using UPI ID, if you are not a RIB
23. Do not Bid for Equity Shares more than what is specified by respective Stock Exchange for each
category
24. Do not submit a Application Form with third party ASBA Bank Account or UPI ID (in case of Bids
submitted by RIB Bidder using the UPI Mechanism)
25. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or
the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIB and Eligible
Employees applying in the Employee Reservation Portion can revise or withdraw their Bids on or
before the Issue Closing Date

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 26. If you are an RIIs which is submitting the ASBA Form with any of the Designated Intermediaries and
using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or
third party linked bank account UPI ID
27. Do not submit the Application Forms to any non-SCSB bank; and
28. Do not Bid if you are an OCB;
The Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
The Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is
not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019 is liable to be rejected.
INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM
The Applications should be submitted on the prescribed Application Form and in BLOCK LETTERS in
ENGLISH only in accordance with the instructions contained herein and in the Application Form.
Applications not so made are liable to be rejected. Application forms submitted to the SCSBs should bear
the stamp of respective intermediaries to whom the application form submitted. Application form
submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch.
Application forms submitted by Applicants whose beneficiary account is inactive shall be rejected.
SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism
for investors to submit application forms in public issues using the stock broker (“broker”) network of
Stock Exchanges, who may not be syndicate members in an issue with effect from January 01, 2013. The
list of Broker Centre is available on the websites of Stock Exchange.
APPLICANT’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that, providing bank account details in the space provided in the Application Form is
mandatory and applications that do not contain such details are liable to be rejected.
Applicants should note that on the basis of name of the Applicants, Depository Participant’s name,
Depository Participant Identification number and Beneficiary Account Number provided by them in the
Application Form, the Registrar to the Issue will obtain from the Depository the demographic details
including address, Applicants bank account details, MICR code and occupation (hereinafter referred to as
‘Demographic Details’). These Bank Account details would be used for giving refunds to the Applicants.
Hence, Applicants are advised to immediately update their Bank Account details as appearing on the
records of the depository participant. Please note that failure to do so could result in delays in dispatch/
credit of refunds to Applicants at the Applicants’ sole risk and neither the Lead Manager nor the Registrar
to the Issue or the Escrow Collection Banks or the SCSB nor the Company shall have any responsibility and
undertake any liability for the same. Hence, Applicants should carefully fill in their Depository Account
details in the Application Form. These Demographic Details would be used for all correspondence with the
Applicants including mailing of the CANs / Allocation Advice and printing of Bank particulars on the refund
orders or for refunds through electronic transfer of funds, as applicable. The Demographic Details given
by Applicants in the Application Form would not be used for any other purpose by the Registrar to the
Issue. By signing the Application Form, the Applicant would be deemed to have authorized the depositories
to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on
its records.

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PAYMENT BY STOCK INVEST
In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.00/ 2003 04 dated November
5, 2003; the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of
Application money has been withdrawn. Hence, payment through stock invest would not be accepted in
this Issue.
OTHER INSTRUCTIONS
Joint Applications in the case of Individuals
Applications may be made in single or joint names (not more than three). In the case of joint Applications,
all payments will be made out in favour of the Applicant whose name appears first in the Application Form
or Revision Form. All communications will be addressed to the First Applicant and will be dispatched to
his or her address as per the Demographic Details received from the Depository.
Multiple Applications
An Applicant should submit only one Application (and not more than one). Two or more Applications will
be deemed to be multiple Applications if the sole or First Applicant is one and the same. In this regard,
the procedures which would be followed by the Registrar to the Issue to detect multiple applications are
given below:
i. All applications are electronically strung on first name, address (1st line) and applicant‘s status. Further,
these applications are electronically matched for common first name and address and if matched, these
are checked manually for age, signature and father/ husband ‘s name to determine if they are multiple
applications.
ii. Applications which do not qualify as multiple applications as per above procedure are further checked
for common DP ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are manually
checked to eliminate possibility of data entry error to determine if they are multiple applications.
iii. Applications which do not qualify as multiple applications as per above procedure are further checked
for common PAN. All such matched applications with common PAN are manually checked to eliminate
possibility of data capture error to determine if they are multiple applications.
In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual
fund registered with SEBI and such Applications in respect of more than one scheme of the mutual fund
will not be treated as multiple Applications provided that the Applications clearly indicate the scheme
concerned for which the Application has been made. In cases where there are more than 20 valid
applications having a common address, such shares will be kept in abeyance, post allotment and released
on confirmation of know your client norms by the depositories. The Company reserves the right to reject,
in its absolute discretion, all or any multiple Applications in any or all categories.
After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant cannot
apply (either in physical or electronic mode) to either the same or another Designated Branch of the SCSB
Submission of a second Application in such manner will be deemed a multiple Application and would be
rejected. More than one ASBA Applicant may apply for Equity Shares using the same ASBA Account,
provided that the SCSBs will not accept a total of more than five Application Forms with respect to any
single ASBA Account.
Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange
bearing the same application number shall be treated as multiple Applications and are liable to be
rejected. The Company, in consultation with the Lead Manager reserves the right to reject, in its absolute

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discretion, all or any multiple Applications in any or all categories. In this regard, the procedure which
would be followed by the Registrar to the Issue to detect multiple Applications is given below:
• All Applications will be checked for common PAN. For Applicants other than Mutual Funds and FII
subaccounts, Applications bearing the same PAN will be treated as multiple Applications and will be
rejected.
• For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as
Applications on behalf of the Applicants for whom submission of PAN is not mandatory such as the
Central or State Government, an official liquidator or receiver appointed by a court and residents of
Sikkim, the Application Forms will be checked for common DP ID and Client ID.
PERMANENT ACCOUNT NUMBER OR PAN
Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent
Account Number (PAN) to be the sole identification number for all participants transacting in the securities
market, irrespective of the amount of the transaction w.e.f. July 2, 2007. Each of the Applicants should
mention his/her PAN allotted under the IT Act. Applications without the PAN will be considered
incomplete and are liable to be rejected. It is to be specifically noted that Applicants should not submit
the GIR number instead of the PAN, as the Application is liable to be rejected on this ground.
Our Company/ Registrar to the Issue, Lead Manager can, however, accept the Application(s) which PAN
is wrongly entered into by ASBA SCSB’s in the ASBA system, without any fault on the part of Applicant.
RIGHT TO REJECT APPLICATIONS
In case of QIB Applicants, the Company in consultation with the Lead Manager may reject Applications
provided that the reasons for rejecting the same shall be provided to such Applicant in writing. In case of
Non-Institutional Applicants, Retail Individual Applicants who applied, the Company has a right to reject
Applications based on technical grounds. It should be noted that RIIs using third party bank account for
the payment in the public issue using UPI facility or using third party UPI ID linked bank account are liable
to be rejected.
GROUNDS FOR TECHNICAL REJECTIONS
Applicants are requested to note that Application may be rejected on the following additional technical
grounds.
a. Amount paid does not tally with the amount payable for the highest value of Equity Shares applied for;
b. 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;
c. Application by persons not competent to contract under the Indian Contract Act, 1872 including
minors, insane persons;
d. PAN not mentioned in the Application Form;
e. GIR number furnished instead of PAN;
f. Applications for lower number of Equity Shares than specified for that category of investors;
g. Applications at a price other than the Fixed Price of the Issue;
h. Applications for number of Equity Shares which are not in multiples as stated in the chapter titled “Issue
Structure”;
i. Category not ticked;

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j. Multiple Applications as defined in the Prospectus;
k. In case of Application under power of attorney or by limited companies, corporate, trust etc., where
relevant documents are not submitted;
l. Applications accompanied by Stock invest/ money order/ postal order/ cash;
m. Signature of sole Applicant is missing;
n. Application Forms are not delivered by the Applicant within the time prescribed as per the Application
Forms, Issue Opening Date advertisement and the Prospectus and as per the instructions in the
Prospectus and the Application Forms;
o. In case no corresponding record is available with the Depositories that matches three parameters
namely, names of the Applicants (including the order of names of joint holders), the Depository
Participant’s identity (DP ID) and the beneficiary’s account number;
p. Applications for amounts greater than the maximum permissible amounts prescribed by the
regulations;
q. Applications by OCBs;
r. Applications by US persons other than in reliance on Regulations or “qualified institutional buyers” as
defined in Rule 144A under the Securities Act;
s. Applications not duly signed;
t. Applications by any persons outside India if not in compliance with applicable foreign and Indian laws;
u. Applications by any person that do not comply with the securities laws of their respective
jurisdictions are liable to be rejected;
v. Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by
SEBI or any other regulatory authority;
w. Applications by persons who are not eligible to acquire Equity Shares of the Company in terms of all
applicable laws, rules, regulations, guidelines, and approvals;
x. Applications or revisions thereof by QIB Applicants, Non-Institutional Applicants where the Application
Amount is in excess of ₹2,00,000, received after 3.00 pm on the Issue Closing Date;
y. Applications not containing the details of Bank Account and/or Depositories Account.
z. Applications under the UPI Mechanism submitted by Retail Individual Investors using third party bank
accounts or using a third party linked bank account UPI ID (subject to availability of information
regarding third party account from Sponsor Bank);
aa. Application submitted by Retail Individual Investors using the UPI Mechanism through an SCSB
and/or using a Mobile App or UPI handle, not listed on the website of SEBI.
EQUITY SHARES IN DEMATERIALIZED FORM WITH NSDL OR CDSL
To enable all shareholders of the Company to have their shareholding in electronic form, the Company
had signed the following tripartite agreements with the Depositories and the Registrar and Share Transfer
Agent.
a) A Tripartite Agreement dated August 04, 2021 with NSDL, our Company and Registrar to the Issue;
b) A Tripartite Agreement dated August 16, 2021 with CDSL, our Company and Registrar to the Issue;

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c) The Company’s shares bear an ISIN No: INE505V01016
d) An applicant applying for Equity Shares in demat form must have at least one beneficiary account
with the Depository Participants of either NSDL or CDSL prior to making the application.
e) The applicant must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant’s Identification number) appearing in the Application Form or Revision Form.
f) Equity Shares allotted to a successful applicant will be credited in electronic form directly to the
Applicant’s beneficiary account (with the Depository Participant).
g) Names in the Application Form or Revision Form should be identical to those appearing in the account
details in the Depository. In case of joint holders, the names should necessarily be in the same
sequence as they appear in the account details in the Depository.
h) If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’
in the Application Form or Revision Form, it is liable to be rejected.
i) The Applicant is responsible for the correctness of his or her demographic details given in the
Application Form vis-à-vis those with their Depository Participant.
j) It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges
having electronic connectivity with NSDL and CDSL. The Stock Exchange where our Equity Shares are
proposed to be listed has electronic connectivity with CDSL and NSDL.
k) The trading of the Equity Shares of our Company would be only in dematerialized form.
COMMUNICATIONS
All future communications in connection with Applications made in this Issue should be addressed to the
Registrar to the Issue quoting the full name of the sole or First Applicant, Application Form number,
Applicants Depository Account Details, number of Equity Shares applied for, date of Application form,
name and address of the Banker to the Issue where the Application was submitted and a copy of the
acknowledgement slip.
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 shares in the
respective beneficiary accounts, etc.
FEDEX SECURITIES PRIVATE LIMITED LINK INTIME INDIA PRIVATE LIMITED
B7, 3rd Floor, Jay Chambers, Dayaldas Road, Vile C 101, 247 Park, L.B.S. Marg, Vikhroli (West),
Parle (East), Mumbai - 400 057, Mumbai-400083, Maharashtra, India.
Maharashtra, India. Tel No: +91 22 4918 6200
Tel No: +91 81049 85249 Fax No: 022 - 4918 6060
Fax No.: 022 2618 6966 Contact Person: Shanti Gopalkrishnan
E-mail: [email protected] Email Id: [email protected]
Website: www.fedsec.in Website: www.linkintime.co.in
Contact Person: Yash Kadakia Investor Grievance Email:
SEBI Registration Number: INM000010163 [email protected]
Investor Grievance E-mail: [email protected] SEBI Registration Number: INR000004058
Disposal of Applications
With respect to Investors, our Company shall ensure dispatch of Allotment Advice, refund orders (except
for applicants who receive refunds through electronic transfer of funds) and give benefit to the beneficiary

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account of Depository Participants of the Applicants and submit the documents pertaining to the
Allocation to the Stock Exchange(s) on the Investor Bidding Date. In case of Applicants who receive refunds
through NECS, NEFT, direct credit or RTGS, the refund instructions will be given to the clearing system
within Four (4) Working Days from the Bid/ Issue Closing Date.
IMPERSONATION
Attention of the Applicant 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”.
Without prejudice to any liability including repayment of any debt under this Act or any other law for the
time being in force, any person who is found to be guilty of fraud involving an amount of at least ten lakh
rupees or one percent of the turnover of the company, whichever is lower shall be punishable with
imprisonment for a term which shall not be less than six months but which may extend to ten years and
shall also be liable to fine which shall not be less than the amount involved in the fraud, but which may
extend to three times the amount involved in the fraud:
Provided that where the fraud in question involves public interest, the term of imprisonment shall not be
less than three years.
Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of
the turnover of the company, whichever is lower, and does not involve public interest, any person guilty
of such fraud shall be punishable with imprisonment for a term which may extend to five years or with
fine which may extend to fifty lakh rupees or with both.
NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR AND PROPER
MANNER
The authorised employees of the Stock Exchange, along with the Lead Manager and the Registrar, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the
procedure specified in SEBI ICDR Regulations.
BASIS OF ALLOTMENT
Allotment will be made in consultation with the Stock Exchange. In the event of oversubscription, the
allotment will be made on a proportionate basis in marketable lots as set forth here:
1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a
proportionate basis i.e. the total number of Shares applied for in that category multiplied by the inverse
of the over subscription ratio (Number of Applicants in the Category x Number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate
basis in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription
ratio).

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3. For applications where the proportionate allotment works out to less than 2,000 equity shares the
allotment will be made as follows:
a. Each successful applicant shall be allotted 2,000 equity shares; and
b. The successful applicants out of the total applicants for that category shall be determined by the
draw of lots in such a manner that the total number of Shares allotted in that category is
equal to the number of Shares worked out as per (2) above.
4. If the proportionate allotment to an applicant works out to a number that is not a multiple of 2,000
equity shares, the applicant would be allotted Shares by rounding off to the lower nearest multiple
of 2,000 equity shares subject to a minimum allotment of 2,000 equity shares.
5. If the Shares allocated on a proportionate basis to any category is more than the Shares allotted to
the applicants in that category, the balance available Shares for allocation shall be first adjusted
against any category, where the allotted Shares are not sufficient for proportionate allotment to the
successful applicants in that category, the balance Shares, if any, remaining after such adjustment
will be added to the category comprising of applicants applying for the minimum number of Shares.
If as a result of the process of rounding off to the lower nearest multiple of 2,000 equity shares, results
in the actual allotment being higher than the shares offered, the final allotment may be higher at the
sole discretion of the Board of Directors, up to 110% of the size of the Issue specified under the Capital
Structure mentioned in the Prospectus.
6. Since present issue is a fixed price issue, the allocation in the net Issue to the public category in
terms of Regulation 253 of the SEBI (ICDR) Regulations, 2018 shall be made as follows:
a. A minimum of 50% of the net Issue of shares to the Public shall initially be made available for
allotment to retail individual investors as the case may be.
b. The balance net Issue of shares to the public shall be made available for allotment to a) individual
applicants other than retails individual investors and b) other investors, including Corporate Bodies/
Institutions irrespective of number of shares applied for.
c. The unsubscribed portion of the net to any one of the categories specified in (a) or (b) shall/may be
made available for allocation to applicants in the other category, if so required.
If the retail individual investor is entitled to more than fifty percent on proportionate basis, the retail
individual investors shall be allocated that higher percentage.
Please note that the Allotment to each Retail Individual Investor shall not be less than the minimum
application lot, subject to availability of Equity Shares in the Retail portion. The remaining available Equity
Shares, if any in Retail portion shall be allotted on a proportionate basis to Retail individual Investor in the
manner in this para titled ‘Basis of Allotment’ of Prospectus.
'Retail Individual Investor' means an investor who applies for shares of value of not more than ₹2,00,000/-
Investors may note that in case of over subscription allotment shall be on proportionate basis and will be
finalized in consultation with the Stock Exchange.
For details with respect to allotment to reserved category i.e. Employee Reservation Portion and Market
Maker Reservation Portion, please see chapter “Issue Structure” on page 237 of the Prospectus.
BASIS OF ALLOTMENT IN THE EVENT OF UNDER SUBSCRIPTION
In the event of under subscription in the Issue, the obligations of the Underwriters shall get triggered in
terms of the Underwriting Agreement. The Minimum subscription of 100% of the Issue size as specified

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shall be achieved before our company proceeds to get the basis of allotment approved by the Designated
Stock Exchange.
The Executive Director/Managing Director of the Stock Exchange in addition to Lead Manager and
Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair
and proper manner in accordance with the SEBI (ICDR) Regulations, 2018.
As per the RBI regulations, OCBs are not permitted to participate in the Issue.
There is no reservation for Non-Residents, NRIs, FPIs and foreign venture capital funds and all Non-
Residents, NRI, FPI and Foreign Venture Capital Funds applicants will be treated on the same basis with
other categories for the purpose of allocation.
AT PAR FACILITY
Letters of Allotment or refund orders or instructions to Self-Certified Syndicate Banks in Application
Supported by Blocked Amount process. The issuer shall ensure that “at par” facility is provided for
encashment of refund orders for applications other than Application Supported by Blocked Amount
process.
GROUNDS FOR REFUND
Non-Receipt of Listing Permission
An Issuer makes an Application to the Stock Exchange(s) for permission to deal in/list and for an official
quotation of the Equity Shares. All the Stock Exchanges from where such permission is sought are disclosed
in Prospectus. The Designated Stock Exchange may be as disclosed in the Prospectus with which the Basis
of Allotment may be finalised.
If the permission to deal in and official quotation of the Equity Shares are not granted by any of the Stock
Exchange(s), the Issuer may forthwith repay, without interest, all money received from the Applicants in
pursuance of the Prospectus.
In the event that the listing of the Equity Shares does not occur in the manner described in this Prospectus,
the Lead Manager and Registrar to the Issue shall intimate Public Issue bank/Bankers to the Issue and
Public Issue Bank/Bankers to the Issue shall transfer the funds from Public Issue account to Refund
Account as per the written instruction from lead Manager and the Registrar for further payment to the
beneficiary Applicants.
If such money is not repaid within Four days after the Issuer becomes liable to repay it, then the Issuer
and every director of the Issuer who is an officer in default may, on and from such expiry of forth day, be
liable to repay the money, with interest at such rate, as prescribed under Section 73 of the Companies Act,
and as disclosed in the Prospectus.
Minimum Subscription
This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten. If, as
prescribed, minimum subscription in the issue shall be 90% of the fresh issue portion the issuer does not
receive the minimum subscription of ninety per cent. of the Issue through offer document (except in case
of an offer for sale of specified securities) on the date of closure of the issue, or withdrawal of applications,
or after technical rejections, or if the listing or trading permission is not obtained from the stock exchanges
for the securities so offered under the offer document, the issuer shall forthwith refund the entire
subscription amount received. If there is a delay beyond four working days after the issuer becomes liable
to pay the amount, the issuer and every director of the issuer who are officers in default, shall pay interest
at the rate of fifteen per cent per annum

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Minimum Number of Allottees
The Issuer may ensure that the number of Allottees to whom Equity Shares may be allotted may not be
less than 50 failing which the entire application monies may be refunded forthwith.
MODE OF REFUNDS
a) In case of ASBA Bids: Within Four (4) Working Days of the Offer Closing Date, the Registrar to the
Offer may give instructions to SCSBs for unblocking the amount in ASBA Account on unsuccessful Bid,
for any excess amount blocked on Application, for any ASBA Bids withdrawn, rejected or unsuccessful
or in the event of withdrawal or failure of the Offer
b) In the case of Applicant from Eligible NRIs and FPIs, refunds, if any, may generally be payable in Indian
Rupees only and net of bank charges and/ or commission. If so desired, such payments in Indian
Rupees may be converted into U.S. Dollars or any other freely convertible currency as may be
permitted by the RBI at the rate of exchange prevailing at the time of remittance and may be
dispatched by registered post. The Company may not be responsible for loss, if any, incurred by the
Bidder on account of conversion of foreign currency.
c) In case of Investors: Within Four (4) Working Days of the Offer Closing Date, the Registrar to the Offer
may dispatch the refund orders for all amounts payable to unsuccessful Investors. In case of Investors,
the Registrar to the Offer may obtain from the depositories, the Bidders’ bank account details,
including the MICR code, on the basis of the DP ID, Client ID and PAN provided by the Investors in
their Investor Application Forms for refunds. Accordingly, Investors are advised to immediately
update their details as appearing on the records of their depositories. Failure to do so may result in
delays in dispatch of refund orders or refunds through electronic transfer of funds, as applicable, and
any such delay may be at the Investors’ sole risk and neither the Issuer, the Registrar to the Offer, the
Escrow Collection Banks, may be liable to compensate the Investors for any losses caused to them
due to any such delay, or liable to pay any interest for such delay
MODE OF MAKING REFUNDS FOR APPLICANTS OTHER THAN ASBA APPLICANTS
The payment of refund, if any, may be done through various modes as mentioned below:
(i) NECS - Payment of refund may be done through NECS for Applicants having an account at any of the
centers specified by the RBI. This mode of payment of refunds may be subject to availability of
complete bank account details including the nine-digit MICR code of the Bidder as obtained from the
Depository;
(ii) NEFT - Payment of refund may be undertaken through NEFT wherever the branch of the Applicants’
bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be
linked to the MICR of that particular branch. The IFSC Code may be obtained from the website of RBI
as at a date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the
Applicants have registered their nine-digit MICR number and their bank account number while
opening and operating the demat account, the same may be duly mapped with the IFSC Code of that
particular bank branch and the payment of refund may be made to the Applicants through this
method. In the event NEFT is not operationally feasible, the payment of refunds may be made through
any one of the other modes as discussed in this section;
(iii) Direct Credit - Applicants having their bank account with the Refund Banker may be eligible to receive
refunds, if any, through direct credit to such bank account;
(iv) RTGS - Applicants having a bank account at any of the centres notified by SEBI where clearing houses
are managed by the RBI, may have the option to receive refunds, if any, through RTGS. The IFSC code

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 shall be obtained from the demographic details. Investors should note that on the basis of PAN of the
bidder, DP ID and beneficiary account number provided by them in the Application Form, the Registrar
to the Offer will obtain from the Depository the demographic details including address, Applicants
account details, IFSC code, MICR code and occupation (hereinafter referred to as “Demographic
Details”). The bank account details for would be used giving refunds. Hence, Applicants are advised
to immediately update their bank account details as appearing on the records of the Depository
Participant. Please note that failure to do so could result in delays in dispatch/ credit of refunds to
Applicants at their sole risk and neither the LM or the Registrar to the Offer or the Escrow Collection
Banks nor the Company shall have any responsibility and undertake any liability for the same; and
(v) Please note that refunds, on account of our Company not receiving the minimum subscription of 90%
of the Offer, shall be credited only to the bank account from which the Applicant Amount was
remitted to the Escrow Bank.
For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing such
cheques, pay orders or demand drafts at other centers etc. Applicants may refer to Prospectus.
INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND
In case of a Fixed Price Issue, a statement that the issuer shall allot securities offered to the public shall be
made within the period prescribed by the Board. The issuer shall also pay interest at the rate of fifteen per
cent. per annum if the allotment letters or refund orders have not been despatched to the applicants or
if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have
not been given to the clearing system in the disclosed manner within Four Working Days from the date of
the closure of the issue. However, applications received after the closure of issue in fulfilment of
underwriting obligations to meet the minimum subscription requirement, shall not be entitled for the said
interest.
COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING
The Issuer may ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges are taken within Six (6) Working Days of the Issue
Closing Date. The Registrar to the Issue may give instruction for credit of Equity Shares to the beneficiary
account with DPs, and dispatch the allotment Advise within Four (4) Working Days of the Issue Closing
Date.
UNDERTAKING BY OUR COMPANY
Our Company undertakes the following:
1. That the complaints received in respect of this Issue shall be attended to by our Company expeditiously
and satisfactorily;
2. That all steps will be taken for the completion of the necessary formalities for listing and commencement
of trading at the Stock Exchange where the Equity Shares are proposed to be listed within 6 (Six) working
days of closure of the Issue;
3. that 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 us;
4. that the instruction for electronic credit of Equity Shares/ refund orders/intimation about the
refund to non-resident Indians shall be completed within specified time; and
5. that no further issue of Equity Shares shall be made till the Equity Shares offered through the
Prospectus are listed or until the Application monies are refunded on account of non-listing,

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 under subscription etc.
6. that Company shall not have recourse to the Issue proceeds until the approval for trading of the Equity
Shares from the Stock Exchange where listing is sought has been received.
7. That if our Company does not proceed with the Issue after the Issue Closing Date, the reason thereof
shall be given as a public notice which will be issued by our Company within two (2) days of the Issue
Closing Date. The public notice shall be issued in the same newspapers where the pre-Issue
advertisements were published. Stock Exchange on which the Equity Shares are proposed to be listed
shall also be informed promptly;
8. The Equity Shares proposed to be issued by it in the Issue shall be allotted and credited to the
successful applicants within the specified time in accordance with the instruction of the Registrar to
the Issue;
9. If the Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts
within Four (4) Working days from the Issue Closing Date or such lesser time as specified by SEBI, failing
which interest will be due to be paid to the Applicants at the rate of 15% per annum for the delayed
period
10. That if our Company withdraws the Issue after the Issue Closing Date, our Company shall be required
to file a fresh Draft Prospectus with Stock Exchange/ RoC/ SEBI, in the event our Company
subsequently decides to proceed with the Issue;
11. That the Promoters’ contribution in full, if required, shall be brought in advance before the Issue
opens for subscription and the balance, if any, shall be brought on a pro rata basis before the calls are
made on Applicants in accordance with applicable provisions under SEBI ICDR Regulations;
12. That 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;
13. That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount
and to consider them similar to non-ASBA applications while finalizing the basis of Allotment; and
14. That it shall comply with such disclosure and account norms specified by SEBI from time to time
UTILIZATION OF ISSUE PROCEEDS
Our Board certifies that:
1) All monies received out of the 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
2) Details of all monies utilized out of the Issue shall be disclosed and continue to be disclosed till any part
of the issue proceeds remains unutilized under an appropriate separate head in the Company’s balance
sheet indicating the purpose for which such monies have been utilized;
3) Details of all unutilized monies out of the Issue, if any shall be disclosed under an appropriate head in
the balance sheet indicating the form in which such unutilized monies have been invested. Our
Company confirms and declares that all monies received out of the Issue shall be transferred to a
separate bank account other than the bank account referred to in sub section 3 of Section 40 of the
Companies Act, 2013.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government
of India and Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy, 1991
prescribes the limits and the conditions subject to which foreign investment can be made in different
sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be
made. Under the Industrial Policy, 1991 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 Reserve Bank of India
(“RBI”) and Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (“DIPP”).
The Government of India, from time to time, has made policy pronouncements on Foreign Direct
Investment (“FDI”) through press notes and press releases. The DIPP, has issued consolidated FDI Policy
DPIIT File Number 5(2)/2020-FDI Policy Dated the October 15, 2020 (“FDI Policy 2020”), which with effect
from October 15, 2020, consolidates and supersedes all previous press notes, press releases and
clarifications on FDI policy issued by the DIPP that were in force. The Government of India proposes to
update the consolidated circular on FDI policy once every year and therefore, FDI Policy 2020 will be valid
until the DIPP issues an updated circular.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval
of the RBI, provided that (i) the activities of the investee company are under the automatic route under
the foreign direct investment policy and transfer does not attract the provisions of the Takeover
Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy; and (iii)
the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
The Issue includes offers within India, to Indian institutional, non-institutional and retail investors in
offshore transactions as defined in, and made in reliance upon exemptions from the registration
requirements under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)
including Regulation S (“Regulation S”). The above information is given for the benefit of the Applicants.
Our Company and the 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 Prospectus. Applicants are advised
to make their independent investigations and ensure that the number of Equity Shares Application for do
not exceed the applicable limits under laws or regulations.

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 SECTION IX – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
* Articles amended vide special resolution passed by the members of the Company in
the Extra-Ordinary General Meeting held on August 25, 2021
THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION*
OF
EURO PANEL PRODUCTS LIMITED
(Incorporated under the Companies Act, 1956)
This set of Articles of Association has been approved pursuant to the provisions of
Section 14 of the Companies Act, 2013 and by a special resolution passed at the
Extraordinary General Meeting of the Euro Panel Products Limited (the “Company”) held
on August 25, 2021. These Articles have been adopted as the Articles of Association of the
Company in substitution for and to the exclusion of all the existing Articles thereof.
PRELIMINARY TABLE ‘F’ EXCLUDED
1. The regulations contained in the Table marked ‘F’ in Schedule I to the 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 Articles or by the said
Act.
2. The regulations for the management of the Company and for the observance by
the members thereto and their representatives, shall, subject to any 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
Companies Act, 2013, as amended from time to time, be such as are contained
in these Articles.
DEFINITIONS AND INTERPRETATION
3. In these Articles, the following words and expressions, unless repugnant to the
subject, shall mean the following:
“Act” means the Companies Act, 2013 or any statutory modification or re-
enactment thereof for the time being in force and the term shall be deemed to
refer to the applicable section thereof which is relatable to the relevant Article in
which the said term appears in these Articles and any previous company law, so
far as may be applicable.
“Annual General Meeting” means the annual general meeting of the Company
convened and held in accordance with the Act.
“Articles of Association” or “Articles” mean these articles of association of the
Company, as may be altered from time to time in accordance with the Act.
“Board” or “Board of Directors” means the board of directors of the Company
in office at applicable times.

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 “Company” means Euro Panel Products Limited, a company incorporated under the
laws of India.
“Consummation of the IPO” means the date of receipt of final listing and trading
approvals from the Exchanges for commencement of trading of the Equity
Shares of the Company pursuant to the IPO.
“Depository” means a depository, as defined in clause (e) of sub-section (1) of
Section 2 of the Depositories Act, 1996 and a company formed and registered
under the Companies Act, 2013 and which has been granted a certificate of
registration under sub-section (1A) of Section 12 of the Securities and Exchange
Board of India Act, 1992.
“Director” shall mean any director of the Company, including alternate directors,
Independent Directors and nominee directors appointed in accordance with and
the provisions of these Articles.
“Equity Shares or Shares” shall mean the issued, subscribed and fully paid-up
equity shares of the Company of Re. 10 (Rupee One only) each;
“Exchange” shall mean BSE Limited and the National Stock Exchange of India Limited.
“Extraordinary General Meeting” means an extraordinary general meeting of
the Company convened and held in accordance with the Act;
“General Meeting” means any duly convened meeting of the shareholders of
the Company and any adjournments thereof;
“IPO” means the initial public offering of the Equity Shares of the Company;
“Member” means the duly registered holder from time to time, of the shares of
the Company and includes the subscribers to the Memorandum of Association
and in case of shares held by a Depository, the beneficial owners whose names
are recorded as such with the Depository;
“Memorandum” or “Memorandum of Association” means the memorandum of
association of the Company, as may be altered from time to time;
“Office” means the registered office, for the time being, of the Company;
“Officer” shall have the meaning assigned thereto by the Act;
“Ordinary Resolution” shall have the meaning assigned thereto by the Act;
“Register of Members” means the register of members to be maintained
pursuant to the provisions of the Act and the register of beneficial owners
pursuant to Section 11 of the Depositories Act, 1996, in case of shares held in a
Depository; and
“Special Resolution” shall have the meaning assigned thereto by the Act.
4. Except where the context requires otherwise, these Articles will be interpreted as
follows:
(a) headings are for convenience only and shall not affect the construction
or interpretation of any provision of these Articles.
(b) where a word or phrase is defined, other parts of speech and

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 grammatical forms and the cognate variations of that word or phrase
shall have corresponding meanings;
(c) words importing the singular shall include the plural and vice versa;
(d) all words (whether gender-specific or gender neutral) shall be deemed
to include each of the masculine, feminine and neuter genders;
(e) the expressions “hereof”, “herein” and similar expressions shall be
construed as references to these Articles as a whole and not limited to
the particular Article in which the relevant expression appears;
(f) the ejusdem generis (of the same kind) rule will not apply to the
interpretation of these Articles. Accordingly, include and including will
be read without limitation;
(g) any reference to a person includes any individual, firm, corporation,
partnership, company, trust, association, joint venture, government (or
agency or political subdivision thereof) or other entity of any kind,
whether or not having separate legal personality. A reference to any
person in these Articles shall, where the context permits, include such
person’s executors, administrators, heirs, legal representatives and
permitted successors and assigns;
(h) a reference to any document (including these Articles) is to that
document as amended, consolidated, supplemented, novated or
replaced from time to time;
(i) references made to any provision of the Act shall be construed as
meaning and including the references to the rules and regulations made
in relation to the same by the Ministry of Corporate Affairs. The
applicable provisions of the Companies Act, 1956 shall cease to have
effect from the date on which the corresponding provisions under the
Companies Act, 2013 have been notified.
(j) a reference to a statute or statutory provision includes, to the extent
applicable at any relevant time:
(i) that statute or statutory provision as from time to time
consolidated, modified, re- enacted or replaced by any other
statute or statutory provision; and
(ii) any subordinate legislation or regulation made under the
relevant statute or statutory provision;
(k) references to writing include any mode of reproducing words in a legible
and non-transitory form; and
(l) references to Rupees, Rs., Re., INR, ₹ are references to the lawful currency of
India.

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 SHARE CAPITAL AND VARIATION OF RIGHTS
5. AUTHORISED SHARE CAPITAL
The authorised share capital of the Company shall be such amount, divided into
such class(es), denomination(s) and number of shares in the Company as stated
in Clause V of the Memorandum of Association, with power to increase or reduce
such capital from time to time and power to divide the shares in the capital for
the time being into other classes and to attach thereto respectively such
preferential, convertible, deferred, qualified, or other special rights, privileges,
conditions or restrictions and to vary, modify or abrogate the same in such
manner as may be determined by or in accordance with the Articles of the
Company, subject to the provisions of applicable law for the time being in force.
6. NEW CAPITAL PART OF THE EXISTING CAPITAL
Except so far as otherwise provided by the conditions of issue or by these
Articles, any capital raised by the creation of new shares shall be considered as
part of the existing capital, and shall be subject to the provisions herein
contained, with reference to the payment of calls and installments, forfeiture,
lien, surrender, transfer and transmission, voting and otherwise.
7. KINDS OF SHARE CAPITAL
The Company may issue the following kinds of shares in accordance with these
Articles, the Act and other applicable laws:
(a) Equity share capital:
(i) with voting rights; and/or
(ii) with differential rights as to dividend, voting or otherwise in accordance with
the Act; and
(b) Preference share capital.
8. SHARES AT THE DISPOSAL OF THE DIRECTORS
Subject to the provisions of the Act and these Articles, the shares in the capital
of the Company shall be under the control of the Board of Directors who may
issue, allot or otherwise dispose of all or any of such shares 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 General Meeting give to any person the option or
right to call for any shares either at par or at a premium during such time and for
such consideration as the Board of Directors think fit.
9. CONSIDERATION FOR ALLOTMENT
The Board of Directors may issue and allot shares of the Company as payment in
full or in part, for any property purchased by the Company or in respect of goods
sold or transferred or machinery or appliances supplied or for services rendered
to the Company in the acquisition and/or in the conduct of its business; and any
shares which may be so allotted may be issued as fully paid up shares and if so
issued shall be deemed as fully paid up shares.

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10. SUB-DIVISION, CONSOLIDATION AND CANCELLATION OF SHARE CERTIFICATE
Subject to the provisions of the Act, the Company in its General Meetings may,
by an Ordinary Resolution, from time to time:
(a) increase the share capital by such sum, to be divided into shares of such amount
as it thinks expedient;
(b) divide, sub-divide or consolidate its shares, or any of them, and the resolution
whereby any share is sub-divided, may determine that as between the holders of
the shares resulting from such sub-division one or more of such shares have
some preference or special advantage in relation to dividend, capital or
otherwise as compared with the others;
(c) cancel shares which at the date of such General Meeting 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;
(d) consolidate and divide all or any of its share capital into shares of larger amount
than its existing shares; provided that any consolidation and division which
results in changes in the voting percentage of Members shall require applicable
approvals under the Act; and
(e) convert all or any of its fully paid-up shares into stock, and reconvert that stock
into fully paid-up shares of any denomination.
11. FURTHER ISSUE OF SHARES
(1) Where at any time the Board or the Company, as the case may be, propose to
increase the subscribed capital by the issue of further shares then such shares
shall be offered, subject to the provisions of section 62 of the Act, and the rules
made thereunder:
(A)
(i) to the persons who at the date of the offer are holders of the
Equity Shares of the Company, in proportion as nearly as
circumstances admit, to the paid-up share capital on those
shares by sending a letter of offer subject to the conditions
mentioned in (ii) to (iv) below;
(ii) The offer aforesaid shall be made by notice specifying the
number of shares offered and limiting a time not being less than
fifteen days and not exceeding thirty days from the date of the
offer, within which the offer if not accepted, shall be deemed to
have been declined.
Provided that the notice shall be dispatched through registered
post or speed post or through electronic mode or courier or any
other mode having proof of delivery to all the existing
shareholders at least three days before the opening of the issue;
(iii) The offer aforesaid shall be deemed to include a right
exercisable by the person concerned to renounce the shares
offered to him or any of them in favour of any other person

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 and the notice referred to in sub-clause (ii) shall contain a
statement of this right;
(iv) After the expiry of time specified in the notice aforesaid or on
receipt of earlier intimation from the person to whom such
notice is given that the person declines to accept the shares
offered, the Board of Directors may dispose of them in such
manner which is not disadvantageous to the Members and the
Company;
(B) to employees under any scheme of employees’ stock option
subject to Special Resolution passed by the Company and
subject to the Rules and such other conditions, as may be
prescribed under applicable law; or
(C) to any person(s), if it is authorised by a Special Resolution,
whether or not those persons include the persons referred to in
clause (A) or clause (B) above either for cash or for a
consideration other than cash, if the price of such shares is
determined by the valuation report of a registered valuer
subject to such conditions as may be prescribed under the Act
and the rules made thereunder;
(2) Nothing in sub-clause (iii) of Clause (1)(A) shall be deemed:
(i) To extend the time within which the offer should be accepted; or
(ii) To authorize any person to exercise the right of renunciation for
a second time on the ground that the person in whose favour
the renunciation was first made has declined to take the shares
compromised in the renunciation.
(3) Nothing in this Article shall apply to the increase of the subscribed capital of the
Company caused by the exercise of an option as a term attached to the
debentures issued or loans raised by the Company to convert such debentures
or loans into shares in the Company or to subscribe for shares of the Company:
Provided that the terms of issue of such debentures or loans containing
such an option have been approved before the issue of such debentures or
the raising of such loans by a Special Resolution passed by the Company in
a General Meeting.
(4) Notwithstanding anything contained in Article 12(3) hereof, where any
debentures have been issued, or loan has been obtained from any government
by the Company, and if that government considers it necessary in the public
interest so to do, it may, by order, direct that such debentures or loans or any part
thereof shall be converted into shares in the Company on such terms and
conditions as appear to the Government to be reasonable in the circumstances
of the case even if terms of the issue of such debentures or the raising of such
loans do not include a term for providing for an option for such conversion:
Provided that where the terms and conditions of such conversion are not
acceptable to the Company, it may, within sixty days from the date of

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 communication of such order, appeal to National Company Law Tribunal
which shall after hearing the Company and the Government pass such
order as it deems fit.
A further issue of shares may be made in any manner whatsoever as the
Board may determine including by way of preferential offer or private
placement, subject to and in accordance with the Act and the rules made
thereunder.
12. RIGHT TO CONVERT LOANS INTO CAPITAL
Notwithstanding anything contained in sub-clauses(s) of Article 12 above, but
subject, however, to the provisions of the Act, the Company may increase its
subscribed capital on exercise of an option attached to the debentures or loans
raised by the Company to convert such debentures or loans into shares or to
subscribe for shares in the Company.
13. ALLOTMENT ON APPLICATION TO BE ACCEPTANCE OF SHARES
Any application signed by or on behalf of an applicant for shares in the Company
followed by an allotment of any shares therein, shall be an acceptance of shares
within the meaning of these Articles, and every person who thus or otherwise
accepts any shares and whose name is on the Register of Members, shall, for the
purpose of these Articles, be a Member.
14. RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT
The Board shall observe the restrictions as regards allotment of shares to the
public contained in the Act, and as regards return on allotments, the Directors
shall comply with applicable provisions of the Act.
15. MONEY DUE ON SHARES TO BE A DEBT TO THE COMPANY
The money (if any) which the Board shall, on the allotment of any shares being
made by them, require or direct to be paid by way of deposit, call or otherwise
in respect of any shares allotted by them, shall immediately on the inscription of
the name of allottee in the Register as the name of the holder of such shares,
become a debt due to and recoverable by the Company from the allottee
thereof, and shall be paid by him accordingly.
16. INSTALLMENTS ON SHARES
If, by the conditions of allotment of any shares, whole or part of the amount or
issue price thereof shall be payable by installments, 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.
17. MEMBERS OR HEIRS TO PAY UNPAID AMOUNTS
Every Member or his heirs, executors or administrators shall pay to the Company
the portion of the capital represented by his share or shares which may, for the
time being remain unpaid thereon, in such amounts, at such time or times and
in such manner, as the Board shall from time to time, in accordance with these
Articles require or fix for the payment thereof.

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18. VARIATION OF SHAREHOLDERS’ RIGHTS
(a) If at any time the share capital of the Company is divided into different
classes of shares, the rights attached to the shares of any class (unless
otherwise provided by the terms of issue of the shares of that class) may,
subject to provisions of the Act and whether or not the Company is being
wound up, be varied with the consent in writing of the holders of not less
than three-fourth of the issued shares of that class or with the sanction
of a Special Resolution passed at a separate meeting of the holders of
the issued shares of that class, as prescribed by the Act.
(b) Subject to the provisions of the Act, to every such separate meeting, the
provisions of these Articles relating to meeting shall mutatis mutandis
apply.
19. PREFERENCE SHARES
a) Redeemable Preference Shares

The Company, subject to the applicable provisions of the Act and the
consent of the Board, shall have the power to issue on a cumulative or
non-cumulative basis, preference shares liable to be redeemed in any
manner permissible under the Act, and the Directors may, subject to the
applicable provisions of the Act, exercise such power in any manner as
they deem fit and provide for redemption of such shares on such terms
including the right to redeem at a premium or otherwise as they deem
fit.
b) Convertible Redeemable Preference Shares

The Company, subject to the applicable provisions of the Act and the
consent of the Board, shall have power to issue on a cumulative or non-
cumulative basis convertible redeemable preference shares liable to be
redeemed in any manner permissible under the Act and the Directors
may, subject to the applicable provisions of the Act, exercise such power
as they deem fit and provide for redemption at a premium or otherwise
and/or conversion of such shares into such securities on such terms as
they may deem fit.
20. PAYMENTS OF INTEREST OUT OF CAPITAL
The Company shall have the power to pay interest out of its capital on so much of
the shares which have been issued for the purpose of raising money to defray the
expenses of the construction of any work or building for the Company in
accordance with the Act.
21. AMALGAMATION
Subject to provisions of these Articles, the Company may amalgamate or cause
itself to be amalgamated with any other person, firm or body corporate subject
to the provisions of the Act.

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 SHARE CERTIFICATES
22. ISSUE OF CERTIFICATE
Every Member shall be entitled, without payment to one or more certificates in
marketable lots, for all the shares of each class or denomination registered in his
name, or if the Directors so approve (upon paying such fee as the Directors so
determine) to several certificates, each for one or more of such shares and the
Company shall complete and have ready for delivery such certificates, unless
prohibited by any provision of law or any order of court, tribunal or other
authority having jurisdiction, within two (2) months from the date of allotment, or
within one (1) month of the receipt of application of registration of transfer,
transmission, sub division, consolidation or renewal of any of its shares as the
case maybe or within a period of six (6) months from the date of allotment in the
case of any allotment of debenture. In respect of any 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 for a share to one of several joint holders
shall be sufficient delivery to all such joint holders.
Every certificate shall specify the shares to which it relates and the amount paid-
up thereon and shall be signed by two directors or by a director and the company
secretary, wherever the company has appointed a company secretary and the
common seal it shall be affixed in the presence of the persons required to sign
the certificate.
23. RULES TO ISSUE SHARE CERTIFICATES
The Act shall be complied with in respect of the issue, reissue, renewal of share
certificates and the format, sealing and signing of the certificates and records of
the certificates issued shall be maintained in accordance with the said Act.
24. ISSUE OF NEW CERTIFICATE IN PLACE OF ONE DEFACED, LOST OR DESTROYED
If any certificate be worn out, defaced, mutilated or torn or if there be no further
space on the back thereof for endorsement of transfer, then upon production
and surrender thereof to the Company, a new certificate may be issued in lieu
thereof, and if any certificate is 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 upon on payment of Rupees 20 for each certificate.
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 provision of this
Article shall mutatis mutandis apply to debentures of the Company.
UNDERWRITING & BROKERAGE

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25. COMMISSION FOR PLACING SHARES, DEBENTURES, ETC.
(a) Subject to the provisions of the Act and other applicable laws, the
Company may at any time pay a commission to any person for
subscribing or agreeing to subscribe (whether absolutely or
conditionally) to any shares or debentures of the Company or
underwriting or procuring or agreeing to procure subscriptions (whether
absolute or conditional) for shares or debentures of the Company and
provisions of the Act shall apply.
(b) The Company may also, in any issue, pay such brokerage as may be lawful.
(c) The commission may be satisfied by the payment of cash or the allotment
of fully or partly paid shares or partly in the one way and partly in the
other.
LIEN
26. COMPANY’S LIEN ON SHARES / DEBENTURES
The Company shall subject to applicable law have a first and paramount lien on
every share / debenture (not being a fully paid share / debenture) 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 that share / debenture and no
equitable interest in any share shall be created upon the footing and condition
that this Article will have full effect. Unless otherwise agreed, the registration of
transfer of shares / debentures shall operate as a waiver of the Company’s lien,
if any, on such shares / debentures.
Provided that the Board may at any time declare any share to be wholly or in part
exempt from the provisions of this Article.
The fully paid up shares shall be free from all lien and in the case of partly paid
up shares the Company’s lien shall be restricted to moneys called or payable at
a fixed time in respect of such shares.
27. LIEN TO EXTEND TO DIVIDENDS, ETC.
The Company’s lien, if any, on a share shall extend to all dividends or interest, as
the case may be, payable and bonuses declared from time to time in respect of
such shares / debentures.
28. ENFORCING LIEN BY SALE
The Company may sell, in such manner as the Board thinks fit, any shares on
which the Company has a lien:
Provided that no sale shall be made—
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen (14) days’ after a notice in writing stating
and demanding payment of such part of the amount in respect of which
the lien exists as is presently payable, has been given to the registered
holder for the time being of the share or to the person entitled thereto

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 by reason of his death or insolvency or otherwise.
No Member shall exercise any voting right 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 of lien.
29. VALIDITY OF SALE
To give effect to any such sale, the Board may authorise some person to transfer
the shares sold to the purchaser thereof. The purchaser shall be registered as
the holder of the shares comprised in any such transfer. The purchaser shall not
be bound to see to the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings with
reference to the sale.
30. VALIDITY OF COMPANY’S RECEIPT
The receipt of the Company for the consideration (if any) given for the share on
the sale thereof shall (if necessary, to execution of an instrument of transfer or a
transfer by relevant system, as the case maybe) constitute a good title to the
share and the purchaser shall be registered as the holder of the share.
31. APPLICATION OF SALE PROCEEDS
The proceeds of any such sale shall be received by the Company and applied in
payment of such part of the amount in respect of which the lien exists as is
presently payable and the residue, if any, shall (subject to a like lien for sums not
presently payable as existed upon the shares before the sale) be paid to the
person entitled to the shares at the date of the sale.
32. OUTSIDER’S LIEN NOT TO AFFECT COMPANY’S LIEN
In exercising its lien, the Company shall be entitled to treat the registered holder
of any share as the absolute owner thereof and accordingly shall not (except as
ordered by a court of competent jurisdiction or unless required by law) be bound
to recognise any equitable or other claim to, or interest in, such share on the part
of any other person, whether a creditor of the registered holder or otherwise.
The Company’s lien shall prevail notwithstanding that it has received notice of any
such claim.
33. PROVISIONS AS TO LIEN TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC.
The provisions of these Articles relating to lien shall mutatis mutandis apply to
any other securities, including debentures, of the Company.
CALLS ON SHARES
34. BOARD TO HAVE RIGHT TO MAKE CALLS ON SHARES
The Board may subject to the provisions of the Act and any other applicable law,
from time to time, make such call as it thinks fit upon the Members in respect of
all moneys unpaid on the shares (whether on account of the nominal value of
the shares or by premium) and not by the conditions of allotment thereof made
payable at fixed times. Provided that no call shall exceed one-fourth of the
nominal value of the share or be payable at less than one month from the date
fixed for the payment of the last preceding call. A call may be revoked or

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 postponed at the discretion of the Board. The power to call on shares shall not
be delegated to any other person except with the approval of the shareholders’
in a General Meeting.
35. NOTICE FOR CALL
Each Member shall, subject to receiving at least fourteen (14) days’ notice
specifying the time or times and place of payment, pay to the Company, at the
time or times and place so specified, the amount called on his shares.
The Board may, from time to time, at its discretion, extend the time fixed for the
payment of any call in respect of one or more Members as the Board may deem
appropriate in any circumstances.
36. CALL WHEN MADE
The Board of Directors may, when making a call by resolution, determine the
date on which such call shall be deemed to have been made, not being earlier
than the date of resolution making such call, and thereupon the call shall be
deemed to have been made on the date so determined and if no such date is so
determined a call shall be deemed to have been made at the date when the
resolution authorizing such call was passed at the meeting of the Board and may
be required to be paid in installments.
37. LIABILITY OF JOINT HOLDERS FOR A CALL
The joint holders of a share shall be jointly and severally liable to pay all calls in respect
thereof.
38. CALLS TO CARRY INTEREST
If a Member fails to pay any call due from him on the day appointed for payment
thereof, or any such extension thereof as aforesaid, he shall be liable to pay
interest on the same from the day appointed for the payment thereof to the
time of actual payment at the rate of ten percent or such other lower rate as
shall from time to time be fixed by the Board but nothing in this Article shall
render it obligatory for the Board to demand or recover any interest from any
such Member. The Board shall be at liberty to waive payment of any such
interest wholly or in part.
39. DUES DEEMED TO BE CALLS
Any sum which by the terms of issue of a share becomes payable on allotment or
at any fixed date, whether on account of the nominal value of the share or by way
of premium, shall, for the purposes of these Articles, be deemed to be a call duly
made and payable on the date on which by the terms of issue such sum becomes
payable.
40. EFFECT OF NON-PAYMENT OF SUMS
In case of non-payment of such sum, all the relevant provisions of these Articles
as to payment of interest and expenses, forfeiture or otherwise shall apply as if
such sum had become payable by virtue of a call duly made and notified.
41. PAYMENT IN ANTICIPATION OF CALL MAY CARRY INTEREST

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 The Board –
(a) may, if it thinks fit, receive from any Member willing to advance the
same, all or any part of the monies uncalled and unpaid upon any shares
held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but
for such advance, become presently payable) pay interest at such rate as
as may be agreed upon between the Board and the Member paying the
sum in advance. Nothing contained in this Article shall confer on the
Member (i) any right to participate in profits or dividends; or (ii) any
voting rights in respect of the moneys so paid by him, until the same
would, but for such payment, become presently payable by him.
42. PROVISIONS AS TO CALLS TO APPLY MUTATIS MUTANDIS TO DEBENTURES, ETC.
The provisions of these Articles relating to calls shall mutatis mutandis apply to any
other securities, including debentures, of the Company.
FORFEITURE OF SHARES
43. BOARD TO HAVE A RIGHT TO FORFEIT SHARES
If a Member fails to pay any call, or installment of a call or any money due in
respect of any share, on the day appointed for payment thereof, the Board may,
at any time thereafter during such time as any part of the call or installment
remains unpaid or a judgment or decree in respect thereof remains unsatisfied
in whole or in part, serve a notice on him requiring payment of so much of the
call or installment or other money as is unpaid, together with any interest which
may have accrued and all expenses that may have been incurred by the Company
by reason of non-payment.
44. NOTICE FOR FORFEITURE OF SHARES
The notice aforesaid shall:
(a) name a further day (not being earlier than the expiry of fourteen days
from the date of services of the notice) on or before which the payment
required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named,
the shares in respect of which the call was made shall be liable to be
forfeited.
If the requirements of any such notice as aforesaid are not complied with, any
share in respect of which the notice has been given may, at any time thereafter,
before the payment required by the notice has been made, be forfeited by a
resolution of the Board to that effect.
45. RECEIPT OF PART AMOUNT OR GRANT OF INDULGENCE NOT TO AFFECT
FORFEITURE
Neither a judgment nor a decree in favour of the Company for calls or other
moneys due in respect of any shares nor any part payment or satisfaction thereof
nor the receipt by the Company of a portion of any money which shall from time
to time be due from any Member in respect of any shares either by way of

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 principal or interest nor any indulgence granted by the Company in respect of
payment of any such money shall preclude the forfeiture of such shares as herein
provided. There shall be no forfeiture of unclaimed dividends before the claim
becomes barred by law.
46. FORFEITED SHARE TO BE THE PROPERTY OF THE COMPANY
Any share forfeited in accordance with these Articles, shall be deemed to be the
property of the Company and may be sold, re-allocated or otherwise disposed
of either to the original holder thereof or to any other person upon such terms
and in such manner as the Board thinks fit.
47. ENTRY OF FORFEITURE IN REGISTER OF MEMBERS
When any share shall have been so forfeited, notice of the forfeiture shall be given
to the defaulting member and any entry of the forfeiture with the date thereof,
shall forthwith be made in the Register of Members but no forfeiture shall be
invalidated by any omission or neglect or any failure to give such notice or make
such entry as aforesaid.
48. MEMBER TO BE LIABLE EVEN AFTER FORFEITURE
A person whose shares have been forfeited shall cease to be a Member in
respect of the forfeited shares, but shall, notwithstanding the forfeiture, remain
liable to pay, and shall pay, to the Company all monies which, at the date of
forfeiture, were presently payable by him to the Company in respect of the
shares. All such monies payable shall be paid together with interest thereon at
such rate as the Board may determine, from the time of forfeiture until payment
or realization. The Board may, if it thinks fit, but without being under any
obligation to do so, enforce the payment of the whole or any portion of the
monies due, without any allowance for the value of the shares at the time of
forfeiture or waive payment in whole or in part. The liability of such person shall
cease if and when the Company shall have received payment in full of all such
monies in respect of the shares.
49. EFFECT OF FORFEITURE
The forfeiture of a share shall involve extinction at the time of forfeiture, of all
interest in and all claims and demands 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 expressly saved.
50. CERTIFICATE OF FORFEITURE
A duly verified declaration in writing that the declarant is a director, the manager
or the secretary of the Company, and that a share in the Company has been duly
forfeited 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 share.
51. TITLE OF PURCHASER AND TRANSFEREE OF FORFEITED SHARES
The Company may receive the consideration, if any, given for the share on any
sale, re-allotment or disposal thereof and may execute a transfer of the share in
favour of the person to whom the share is sold or disposed of. The transferee

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 shall thereupon be registered as the holder of the share and the transferee shall
not be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings
in reference to the forfeiture, sale, re-allotment or disposal of the share.
52. VALIDITY OF SALES
Upon any sale after forfeiture or for enforcing a lien in exercise of the powers
hereinabove given, the Board may, if necessary, appoint some person to execute
an instrument for transfer of the shares sold and cause the purchaser’s name to
be entered in the Register of Members in respect of the shares sold and after his
name has been entered in the Register of Members in respect of such shares the
validity of the sale shall not be impeached by any person.
53. CANCELLATION OF SHARE CERTIFICATE IN RESPECT OF FORFEITED SHARES
Upon any sale, re-allotment or other disposal under the provisions of the
preceding Articles, the certificate(s), if any, originally issued in respect of the
relative shares shall (unless the same shall on demand by the Company has been
previously surrendered to it by the defaulting member) stand cancelled and
become null and void and be of no effect, and the Board shall be entitled to issue
a duplicate certificate(s) in respect of the said shares to the person(s) entitled
thereto.
54. BOARD ENTITLED TO CANCEL FORFEITURE
The Board may at any time before any share so forfeited shall have them sold,
reallotted or otherwise disposed of, cancel the forfeiture thereof upon such
conditions at it thinks fit.
55. SURRENDER OF SHARE CERTIFICATES
The Board may, subject to the provisions of the Act, accept a surrender of any
share from or by any Member desirous of surrendering them on such terms as
they think fit.
56. SUMS DEEMED TO BE CALLS
The provisions of these Articles as to forfeiture shall apply in the case of non-
payment of any sum which, by the terms of issue of a share, becomes payable at
a fixed time, whether on account of the nominal value of the share or by way of
premium, as if the same had been payable by virtue of a call duly made and
notified.
57. PROVISIONS AS TO FORFEITURE OF SHARES TO APPLY MUTATIS MUTANDIS TO
DEBENTURES, ETC.
The provisions of these Articles relating to forfeiture of shares shall mutatis
mutandis apply to any other securities, including debentures, of the Company.
TRANSFER AND TRANSMISSION OF SHARES
58. REGISTER OF TRANSFERS

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 The Company shall keep a “Register of Transfers” and therein shall be fairly and
distinctly entered particulars of every transfer or transmission of any shares. The
Company shall also use a common form of transfer.
59. ENDORSEMENT OF TRANSFER
In respect of any transfer of shares registered in accordance with the provisions
of these Articles, the Board may, at its discretion, direct an endorsement of the
transfer and the name of the transferee and other particulars on the existing
share certificate and authorize any Director or Officer of the Company to
authenticate such endorsement on behalf of the Company or direct the issue of
a fresh share certificate, in lieu of and in cancellation of the existing certificate in
the name of the transferee.
60. INSTRUMENT OF TRANSFER
(a) The instrument of transfer of any share shall be in writing and all the
provisions of the Act, and of any statutory modification thereof for the
time being shall be duly complied with in respect of all transfer of shares
and registration thereof. The Company shall use the form of transfer, as
prescribed under the Act, in all cases. In case of transfer of shares, where
the Company has not issued any certificates and where the shares are
held in dematerialized form, the provisions of the Depositories Act, 1996
shall apply.
(b) The Board may decline to recognize any instrument of transfer unless-
(i) the instrument of transfer is in the form prescribed under the Act;
(ii) the instrument of transfer is accompanied by the certificate of
shares to which it relates, and such other evidence as the Board
may reasonably require to show the right of the transferor to
make the transfer; and
(iii) the instrument of transfer is in respect of only one class of shares.
(c) No fee shall be charged for registration of transfer, transmission,
probate, succession certificate and letters of administration, certificate
of death or marriage, power of attorney or similar other document.
61. EXECUTION OF TRANSFER INSTRUMENT
Every such instrument of transfer shall be executed, both by or on behalf of both
the transferor and the transferee and the transferor shall be deemed to remain
holder of the shares until the name of the transferee is entered in the Register
of Members in respect thereof.
62. CLOSING REGISTER OF TRANSFERS AND OF MEMBERS
Subject to compliance with the Act and other applicable law, the Board shall be
empowered, on giving not less than seven (7) days’ notice or such period as may
be prescribed, to close the transfer books, Register of Members, the register of
debenture holders at such time or times, and for such period or periods, not
exceeding thirty (30) days at a time and not exceeding an aggregate forty five
(45) days in each year as it may seem expedient.

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63. DIRECTORS MAY REFUSE TO REGISTER TRANSFER
Subject to the provisions of these Articles and other applicable provisions of the
Act or any other law for the time being in force, the Board may (at its own
absolute and uncontrolled discretion) decline or refuse by giving reasons,
whether in pursuance of any power of the Company under these Articles or
otherwise, to register or acknowledge any transfer of, or the transmission by
operation of law of the right to, any securities or interest of a Member in the
Company, after providing sufficient cause, within a period of thirty days from the
date on which the instrument of transfer, or the intimation of such transmission,
as the case may be, was delivered to the Company. Provided that the registration
of transfer of any securities shall not be refused on the ground of the transferor
being alone or jointly with any other person or persons, indebted to the Company
on any account whatsoever except where the Company has a lien on shares.
Transfer of shares/debentures in whatever lot shall not be refused.
64. TRANSFER OF PARTLY PAID SHARES
Where in the case of partly paid shares, an application for registration is made
by the transferor alone, the transfer shall not be registered, unless the Company
gives the notice of the application
to the transferee in accordance with the provisions of the Act and the
transferee gives no objection to the transfer within the time period prescribed
under the Act.
65. TITLE TO SHARES OF DECEASED MEMBERS
The executors or administrators or the holders of a succession certificate issued
in respect of the shares of a deceased Member and not being one of several joint
holders shall be the only person whom the Company shall recognize as having
any title to the shares registered in the name of such Members and in case of the
death of one or more of the joint holders of any registered share, the survivor or
survivors shall be entitled to the title or interest in such shares but nothing
herein contained shall be taken to release the estate of a deceased joint holder
from any liability on shares held by him jointly with any other person. Provided
nevertheless that in case the Directors, in their absolute discretion think fit, it
shall be lawful for the Directors to dispense with the production of a probate or
letters of administration or a succession certificate or such other legal
representation upon such terms (if any) (as to indemnify or otherwise) as the
Directors may consider necessary or desirable.
66. TRANSFERS NOT PERMITTED
No share shall in any circumstances be transferred to any infant, insolvent or a
person of unsound mind, except fully paid shares through a legal guardian.
67. TRANSMISSION OF SHARES
Subject to the provisions of the Act and these Articles, any person becoming
entitled to shares in consequence of the death, lunacy, bankruptcy or insolvency
of any Members, or by any lawful means other than by a transfer in accordance
with these Articles, may with the consent of the Board (which it shall not be under

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 any obligation to give), upon producing such evidence as the Board thinks
sufficient, that he sustains the character in respect of which he proposes to act
under this Article, or of his title, elect to either be registered himself as holder of
the shares or elect to have some person nominated by him and approved by the
Board, registered as such holder or to make such transfer of the share as the
deceased or insolvent member could have made. If the person so becoming
entitled shall elect to be registered as holder of the share himself, he shall deliver
or send to the Company a notice in writing signed by him stating that he so
elects. Provided, nevertheless, if such person shall elect to have his nominee
registered, he shall testify that election by executing in favour of his nominee an
instrument of transfer in accordance with the provision herein contained and until
he does so he shall not be freed from any liability in respect of the shares.
Further, all limitations, restrictions and provisions of these regulations relating
to the right to transfer and the registration of transfer of shares shall be
applicable to any such notice or transfer as aforesaid as if the death or insolvency
of the Member had not occurred and the notice or transfer were a transfer
signed by that Member.
68. RIGHTS ON TRANSMISSION
A person becoming entitled to a share by transmission shall, reason of the death
or insolvency of the holder shall, subject to the Directors’ right to retain such
dividends or money, be entitled to the same dividends and other advantages to
which he would be entitled if he were the registered holder of the share, except
that he shall not, before being registered as a Member in respect of the share,
be entitled in respect of it to exercise any right conferred by membership in
relation to meetings of the Company.
Provided that the Board may at any time give a notice requiring any such person
to elect either to be registered himself or to transfer the share and if the notice
is not complied with within ninety (90) days, the Board may thereafter withhold
payment of all dividends, bonus or other moneys payable in respect of such
share, until the requirements of notice have been complied with.
69. SHARE CERTIFICATES TO BE SURRENDERED
Before the registration of a transfer, the certificate or certificates of the share or
shares to be transferred must be delivered to the Company along with (save as
provided in the Act) properly stamped and executed instrument of transfer.
70. COMPANY NOT LIABLE TO NOTICE OF EQUITABLE RIGHTS
The Company shall incur no liability or responsibility whatever in consequence
of its registering or giving effect to any transfer of shares made or purporting to
be made by any apparent legal owner thereof (as shown or appearing in the
Register) to the prejudice of persons having or claiming any equitable rights, title
or interest in the said shares, notwithstanding that the Company may have had
notice of such equitable rights referred thereto in any books of the Company and
the Company shall not be bound by or required to regard or attend to or give
effect to any notice which may be given to it of any equitable rights, title or
interest or be under any liability whatsoever for refusing or neglecting to do so,
though it may have been entered or referred to in some book of the Company but

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 the Company shall nevertheless be at liberty to regard and attend to any such
notice and give effect thereto if the Board shall so think fit.
71. TRANSFER AND TRANSMISSION OF DEBENTURES
The provisions of these Articles, shall, mutatis mutandis, apply to the transfer of
or the transmission by law of the right to any securities including, debentures of
the Company.
ALTERATION OF CAPITAL
72. RIGHTS TO ISSUE SHARE WARRANTS
The Company may issue share warrants subject to, and in accordance with
provisions of the Act. The Board may, in its discretion, with respect to any share
which is fully paid up on application in writing signed by the person 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 person signing the
application, and the amount of the stamp duty on the warrant and such fee as
the Board may from time to time require having been paid, issue a warrant.
73. BOARD TO MAKE RULES
The Board may, from time to time, make rules as to the terms on which it shall
think fit, a new share warrant or coupon may be issued by way of renewal in case
of defacement, loss or destruction.
74. SHARES MAY BE CONVERTED INTO STOCK
Where shares are converted into stock:
(a) the holders of stock may transfer the same or any part thereof in the
same manner as, and subject to the same Articles under which, the
shares from which the stock arose might before the conversion have
been transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum
amount of stock transferable, so, however, that such minimum shall not
exceed the nominal amount of the shares from which the stock arose;
(b) the holders of stock shall, according to the amount of stock held by
them, have the same rights, privileges and advantages as regards
dividends, voting at meetings of the Company, and other matters, as if
they held the shares from which the stock arose; but no such privilege
or advantage (except participation in the dividends and profits of the
Company and in the assets on winding up) shall be conferred by an
amount of stock which would not, if existing in shares, have conferred
that privilege or advantage;
(c) such of the Articles of the Company as are applicable to paid-up shares
shall apply to stock and the words “share” and “shareholder”/”Member”
shall include “stock” and “stock- holder” respectively.
75. REDUCTION OF CAPITAL

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 The Company may, by a Special Resolution as prescribed by the Act, reduce in
any manner and in accordance with the provisions of the Act—
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any share premium account
and in particular without prejudice to the generality of the foregoing power may
be: (i) extinguishing or reducing the liability on any of its shares in respect of
share capital not paid up;
(ii) either with or without extinguishing or reducing liability on any of its shares,
cancel paid up share capital which is lost or is unrepresented by available assets;
or (ii) either with or without extinguishing or reducing liability on any of its shares,
pay off any paid up share capital which is in excess of the wants of the Company;
and may, if and so far as is necessary, alter its Memorandum, by reducing the
amount of its share capital and of its shares accordingly.
76. DEMATERIALISATION OF SECURITIES
(a) The Company shall recognise interest in dematerialised securities under
the Depositories Act, 1996.
Subject to the provisions of the Act, either the Company or the investor
may exercise an option to issue (in case of the Company only), deal in,
hold the securities (including shares) with a Depository in electronic form
and the certificates in respect thereof shall be dematerialized, in which
event, the rights and obligations of the parties concerned and matters
connected therewith or incidental thereof shall be governed by the
provisions of the Depositories Act, 1996 as amended from time to time
or any statutory modification(s) thereto or re-enactment thereof, the
Securities and Exchange Board of India (Depositories and Participants)
Regulations, 2018 and other Applicable Law.
(b) Dematerialisation/Re-materialisation of securities
Notwithstanding anything to the contrary or inconsistent contained in
these Articles, the Company shall be entitled to dematerialise its existing
securities, re materialise its securities held in Depositories and/or offer
its fresh securities in the dematerialised form pursuant to the
Depositories Act, 1996 and the rules framed thereunder, if any.
(c) Option to receive security certificate or hold securities with the Depository
Every person subscribing to or holding securities of the Company shall
have the option to receive the security certificate or hold securities with
a Depository. Where a person opts to hold a security with the
Depository, the Company shall intimate such Depository of the details
of allotment of the security and on receipt of such information, the
Depository shall enter in its Record, the name of the allottees as the
beneficial owner of that Security.
(d) Securities in electronic form

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 All securities held by a Depository shall be dematerialized and held in
electronic form. No certificate shall be issued for the securities held by
the Depository.
(e) Beneficial owner deemed as absolute owner
Except as ordered by a court of competent jurisdiction or by applicable
law required and subject to the provisions of the Act, the Company shall
be entitled to treat the person whose name appears on the applicable
register as the holder of any security or whose name appears as the
beneficial owner of any security in the records of the Depository as the
absolute owner thereof and accordingly shall not be bound to recognize
any benami trust or equity, equitable contingent, future, partial interest,
other claim to or interest in respect of such securities or (except only as
by these Articles otherwise expressly provided) any right in respect of a
security other than an absolute right thereto in accordance with these
Articles, on the part of any other person whether or not it has expressed
or implied notice thereof but the Board shall at their sole discretion
register any security in the joint names of any two or more persons or
the survivor or survivors of them.
(f) Register and index of beneficial owners
The Company shall cause to be kept a register and index of members
with details of securities held in materialised and dematerialised forms
in any media as may be permitted by law including any form of electronic
media. The register and index of beneficial owners maintained by a
Depository under the Depositories Act, 1996 shall be deemed to be a
register and index of members for the purposes of this Act. The Company
shall have the power to keep in any state or country outside India, a
Register of Members, resident in that state or country.
77. BUY BACK OF SHARES
Notwithstanding anything contained in these Articles, but subject to all 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.
GENERAL MEETINGS
78. ANNUAL GENERAL MEETINGS
(a) The Company shall in each year hold a General Meeting as its Annual
General Meeting in addition to any other meeting in that year.
(b) An Annual General Meeting of the Company shall be held in accordance
with the provisions of the Act.
79. EXTRAORDINARY GENERAL MEETINGS
All General Meetings other than the Annual General Meeting shall be called
“Extraordinary General Meeting”. Provided that, the Board may, whenever it
thinks fit, call an Extraordinary General Meeting.
80. EXTRAORDINARY MEETINGS ON REQUISITION

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 The Board shall, on the requisition of Members, convene an Extraordinary
General Meeting of the Company in the circumstances and in the manner
provided under the Act.
81. NOTICE FOR GENERAL MEETINGS
All General Meetings shall be convened by giving not less than clear twenty one
(21) days’ notice, in such manner as is prescribed under the Act, specifying the
place, date and hour of the meeting and a statement of the business proposed
to be transacted at such a meeting, in the manner mentioned in the Act. Notice
shall be given to all the Members and to such persons as are under the Act
and/or these Articles entitled to receive such notice from the Company but any
accidental omission to give notice to or non-receipt of the notice by any Member
or other person to whom it should be given shall not invalidate the proceedings
of any General Meetings.
The Members may participate in General Meetings through such modes as
permitted by applicable laws.
82. SHORTER NOTICE ADMISSIBLE
Upon compliance with the relevant provisions of the Act, an Annual General
Meeting or any General Meeting may be convened by giving a shorter notice
than twenty one (21) days.
83. CIRCULATION OF MEMBERS’ RESOLUTION
The Company shall comply with provisions of Section 111 of the Act, as to giving
notice of resolutions and circulating statements on the requisition of Members.
84. SPECIAL AND ORDINARY BUSINESS
(a) Subject to the provisions of the Act, all business shall be deemed special
that is transacted at the Annual General Meeting with the exception of
declaration of any dividend, the consideration of financial statements
and reports of the Directors and auditors, the appointment of Directors
in place of those retiring and the appointment of and fixing of the
remuneration of the auditors. In case of any other meeting, all business
shall be deemed to be special.
(b) In case of special business as aforesaid, an explanatory statement as
required under the applicable provisions of the Act shall be annexed to
the notice of the meeting.
85. QUORUM FOR GENERAL MEETING
Five (5) Members or such other number of Members as required under the Act
or the applicable law for the time being in force prescribes, personally present
shall be quorum for a General Meeting and no business shall be transacted at any
General Meeting unless the requisite quorum is present at the commencement
of the meeting.
86. TIME FOR QUORUM AND ADJOURNMENT
Subject to the provisions of the Act, if within half an hour from the time
appointed for a meeting, a quorum is not present, the meeting, if called upon the

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 requisition of Members, shall be cancelled and in any other case, it shall stand
adjourned to the same day in the next week at the same time and place or to
such other day and at such other time and place as the Directors may determine.
If at the adjourned meeting also a quorum is not present within half an hour
from the time appointed for the meeting, the Members present shall be quorum
and may transact the business for which the meeting was called.
87. CHAIRMAN OF GENERAL MEETING
The chairman, if any, of the Board of Directors shall preside as chairman at every
General Meeting of the Company.
88. ELECTION OF CHAIRMAN
Subject to the provisions of the Act, if there is no such chairman or if at any
meeting he is not present within fifteen minutes after the time appointed for
holding the meeting or is unwilling to act as chairman, the Directors present shall
elect another Director as chairman and if no Director be present or if all the
Directors decline to take the chair, then the Members present shall choose a
Member to be the chairman.
89. ADJOURNMENT OF MEETING
Subject to the provisions of the Act, the chairman of a General Meeting may,
with the consent given in the meeting at which a quorum is present (and shall if
so directed by the meeting) adjourn that meeting from time to time and from
place to place, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the
adjournment took place. When the meeting is adjourned for thirty (30) days or
more, notice of the adjourned meeting shall be given as nearly to the original
meeting, as may be possible. Save as aforesaid and as provided in Section 103 of
the Act, it shall not be necessary to give any notice of adjournment of the
business to be transacted at an adjourned meeting.
90. VOTING AT MEETING
At any General Meeting, a demand for a poll shall not prevent the continuance of
a meeting for the transaction of any business other than that on which a poll has
been demanded. The demand for a poll may be withdrawn at any time by the
person or persons who made the demand. Further, no objection shall be raised
to the qualification of any voter except at the General Meeting or adjourned
General Meeting at which the vote objected to is given or tendered, and every
vote not disallowed at such meeting shall be valid for all purposes. Any such
objection made in due time shall be referred to the chairperson of the General
Meeting, whose decision shall be final and conclusive.
91. DECISION BY POLL
If a poll is duly demanded in accordance with the provisions of the Act, it shall
be taken in such manner as the chairman directs and the results of the poll shall
be deemed to be the decision of the meeting on the resolution in respect of
which the poll was demanded.
92. CASTING VOTE OF CHAIRMAN

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 In case of equal votes, whether on a show of hands or on a poll, the chairman of the
General Meeting at which the show of hands takes place or at which the poll is
demanded shall be entitled to a second or casting vote in addition to the vote or
votes to which he may be entitled to as a Member.
93. PASSING RESOLUTIONS BY POSTAL BALLOT
(a) Notwithstanding any of the provisions of these Articles, the Company
may, and in the case of resolutions relating to such business as notified
under the Act, to be passed by postal ballot, shall get any resolution
passed by means of a postal ballot, instead of transacting the business in
the General Meeting of the Company.
(b) Where the Company decides to pass any resolution by resorting to
postal ballot, it shall follow the procedures as prescribed under the Act.
(c) If a resolution is assented to by the requisite majority of the shareholders
by means of postal ballot, it shall be deemed to have been duly passed
at a General Meeting convened in that behalf.
VOTE OF MEMBERS
94. VOTING RIGHTS OF MEMBERS
Subject to any rights or restrictions for the time being attached to any class or classes
of shares:
(a) On a show of hands every Member holding Equity Shares and present in
person shall have one vote.
(b) On a poll, every Member holding Equity Shares therein shall have voting
rights in proportion to his share in the paid up equity share capital.
(c) A Member may exercise his vote at a meeting by electronic means in
accordance with the Act and shall vote only once.
95. VOTING BY JOINT-HOLDERS
In case of joint holders the vote of first named of such joint holders in the
Register of Members who tender a vote whether in person or by proxy shall be
accepted, to the exclusion of the votes of other joint holders.
96. VOTING BY MEMBER OF UNSOUND MIND
A Member of unsound mind, or in respect of whom an order has been made by
any court having jurisdiction in lunacy, may vote, whether on a show of hands or
on a poll, by his committee or other legal guardian, and any such committee or
legal guardian may, on a poll, vote by proxy.
97. NO RIGHT TO VOTE UNLESS CALLS ARE PAID
No Member shall be entitled to vote at any General Meeting unless all calls or
other sums presently payable by him have been paid, or in regard to which the
Company has lien and has exercised any right of lien.
98. PROXY

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 Any Member entitled to attend and vote at a General Meeting may do so either
personally or through his constituted attorney or through another person as a
proxy on his behalf, for that meeting.
99. INSTRUMENT OF PROXY
An instrument appointing a proxy shall be in the form as prescribed under the Act
for this purpose. The instrument appointing a proxy shall be in writing under the
hand of appointer or of his attorney duly authorized in writing or if appointed by
a body corporate either under its common seal or under the hand of its officer or
attorney duly authorized in writing by it. Any person whether or not he is a
Member of the Company may be appointed as a proxy.
The instrument appointing a proxy and power of attorney or other authority (if
any) under which it is signed or a notarized copy of that power or authority must
be deposited at the Office of the Company not less than forty eight (48) hours
prior to the time fixed for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to
vote, or, in case of a poll, not less than twenty four (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.
100. VALIDITY OF PROXY
A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation
of the proxy or of the authority under which the proxy was executed, or the
transfer of shares in respect of which the proxy is given, provided that no
intimation in writing of such death, insanity, revocation or transfer shall have
been received by the Company at its Office before the commencement of the
meeting or adjourned meeting at which the proxy is used.
101. CORPORATE MEMBERS
Any corporation which is a Member of the Company may, by resolution of its
Board of Directors or other governing body, authorize such person as it thinks fit
to act as its representative at any meeting of the Company and the said person
so authorized shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could have exercised if it
were an individual Member of the Company (including the right to vote by
proxy).
DIRECTOR
102. NUMBER OF DIRECTORS
Unless otherwise determined by General Meeting, the number of Directors shall
not be less than three (3) and not more than fifteen (15), and at least one (1)
Director shall be resident of India in the previous year.
Provided that the Company may appoint more than fifteen (15) directors after
passing a Special Resolution.
The following shall be the first Directors of the Company

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 (a) Mr. Rajesh Shah Nanalal; and
(b) Mr. Krishna Rajesh Shah.
103. SHARE QUALIFICATION NOT NECESSARY
Any person whether a Member of the Company or not may be appointed as
Director and no qualification by way of holding shares shall be required of any
Director.
104. ADDITIONAL DIRECTORS
Subject to the provisions of the Act, the Board shall have power at any time, and
from time to time, to appoint a person as an additional director, provided the
number of the directors and additional directors together shall not at any time
exceed the maximum strength fixed for the Board by the Articles.
105. ALTERNATE DIRECTORS
(a) The Board may, appoint a person, not being a person holding any
alternate directorship for any other director in the Company, to act as an
alternate director for a director during his absence for a period of not less
than 3 (three) months from India (hereinafter in this Article called the
“Original Director”)
(b) An alternate director shall not hold office for a period longer than that
permissible to the Original Director in whose place he has been
appointed and shall vacate the office if and when the Original Director
returns to India. If the term of office of the Original Director is
determined before he returns to India the automatic re-appointment of
retiring directors in default of another appointment shall apply to the
Original Director and not to the alternate director.
106. APPOINTMENT OF DIRECTOR TO FILL A CASUAL VACANCY
If the office of any Director appointed by the Company in General Meeting is
vacated before his term of office expires in the normal course, the resulting casual
vacancy may, be filled by the Board of Directors at a meeting of the Board which
shall be subsequently approved by members in the immediate next general
meeting. The director so appointed shall hold office only up to the date which
the director in whose place he is appointed would have held office if it had not
been vacated.
107. REMUNERATION OF DIRECTORS
(a) A Director (other than a managing Director or whole-time Director) may
receive a sitting fee not exceeding such sum as may be prescribed by the
Act or the Central Government from time to time for each meeting of
the Board of Directors or any committee thereof attended by him. The
remuneration of Directors including managing Director and/or whole-
time Director may be paid in accordance with the applicable provisions
of the Act.
(b) The Board of Directors may allow and pay or reimburse any Director who
is not a bona fide resident of the place where a meeting of the Board or

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 of any committee is held and who shall come to such place for the
purpose of attending such meeting or for attending its business at the
request of the Company, such sum as the Board may consider fair
compensation for travelling, and out-of-pocket expenses and if any
Director be called upon to go or reside out of the ordinary place of his
residence on the Company’s business he shall be entitled to be
reimbursed any travelling or other expenses incurred in connection with
the business of the Company.
(c) The managing Directors/ whole-time Directors shall be entitled to
charge and be paid for all actual expenses, if any, which they may incur
for or in connection with the business of the Company. They shall be
entitled to appoint part time employees in connection with the
management of the affairs of the Company and shall be entitled to be
paid by the Company any remuneration that they may pay to such part
time employees.
108. REMUNERATION FOR EXTRA SERVICES
If any Director, being willing, shall be called upon to perform extra services or to
make any special exertions (which expression shall include work done by Director
as a Member of any committee formed by the Directors) in going or residing
away from the town in which the Office of the Company may be situated for any
purposes of the Company or in giving any special attention to the business of the
Company or as member of the Board, then subject to the provisions of the Act,
the Board may remunerate the Director so doing either by a fixed sum, or by a
percentage of profits or otherwise and such remuneration, may be either in
addition to or in substitution for any other remuneration to which he may be
entitled.
109. CONTINUING DIRECTOR MAY ACT
The continuing Directors may act notwithstanding any vacancy in the Board, but
if the number is reduced below three, the continuing Directors or Director may
act for the purpose of increasing the number of Directors to three or for
summoning a General Meeting of the Company, but for no other purpose.
110. VACATION OF OFFICE OF DIRECTOR
The office of a Director shall be deemed to have been vacated under the
circumstances enumerated under Act.
ROTATION AND RETIREMENT OF DIRECTOR
111. ONE-THIRD OF DIRECTORS TO RETIRE EVERY YEAR
Subject to Article 103(a), at the Annual General Meeting of the Company to be
held in every year, one third of such of the Directors as are liable to retire by
rotation for time being, or, if their number is not three or a multiple of three then
the number nearest to one third shall retire from office, and they will be eligible
for re-election. Provided nevertheless that the managing director appointed or
the Directors appointed as a debenture director under Articles hereto shall not
retire by rotation under this Article nor shall they be included in calculating the

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 total number of Directors of whom one third shall retire from office under this
Article.
112. RETIRING DIRECTORS ELIGIBLE FOR RE-ELECTION
A retiring Director shall be eligible for re-election and the Company, at the
Annual General Meeting at which a Director retires in the manner aforesaid, may
fill up the vacated office by electing a person thereto.
113. WHICH DIRECTOR TO RETIRE
The Directors to retire in every year shall be those who have been longest in
office since their last election, but as between persons who became Directors on
the same day, those to retire shall (unless they otherwise agree among
themselves) be determined by lots.
114. POWER TO REMOVE DIRECTOR BY ORDINARY RESOLUTION
Subject to the provisions of the Act, the Company may by an Ordinary Resolution
in General Meeting, remove any Director before the expiration of his period of
office and may, by an Ordinary Resolution, appoint another person instead.
Provided that an independent director re-appointed for second term under the
provisions of the Act shall be removed by the company only by passing a Special
Resolution and after giving him a reasonable opportunity of being heard.
115. DIRECTORS NOT LIABLE FOR RETIREMENT
The Company in General Meeting may, when appointing a person as a Director
declare that his continued presence on the Board of Directors is of advantage to
the Company and that his office as Director shall not be liable to be determined
by retirement by rotation for such period until the happening of any event of
contingency set out in the said resolution.
116. DIRECTOR FOR COMPANIES PROMOTED BY THE COMPANY
Directors of the Company may be or become a director of any company promoted
by the Company or in which it may be interested as vendor, shareholder or
otherwise and no such Director shall be accountable for any benefits received as
a director or member of such company subject to compliance with applicable
provisions of the Act.
PROCEEDINGS OF BOARD OF DIRECTORS
117. MEETINGS OF THE BOARD
(a) The Board of Directors shall meet at least once in every three (3) months
with a maximum gap of four (4) months between two (2) meetings of the
Board for the dispatch of business, adjourn and otherwise regulate its
meetings and proceedings as it thinks fit in accordance with the Act,
provided that at least four (4) such meetings shall be held in every year.
Place of meetings of the Board shall be at a location determined by the
Board at its previous meeting, or if no such determination is made, then
as determined by the chairman of the Board.
(b) The chairman may, at any time, and the secretary or such other Officer

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 of the Company as may be authorised in this behalf on the requisition of
Director shall at any time summon a meeting of the Board. Notice of at
least seven (7) days in writing of every meeting of the Board shall be
given to every Director and every alternate Director at his usual address
whether in India or abroad, provided always that a meeting may be
convened by a shorter notice to transact urgent business subject to the
condition that at least one independent director, if any, shall be present
at the meeting and in case of absence of independent directors from
such a meeting of the Board, decisions taken at such a meeting shall be
circulated to all the directors and shall be final only on ratification
thereof by at least one independent director, if any. .
(c) The notice of each meeting of the Board shall include (i) the time for the
proposed meeting;
(ii) the venue for the proposed meeting; and (iii) an agenda setting out
the business proposed to be transacted at the meeting.
(d) To the extent permissible by applicable law, the Directors may
participate in a meeting of the Board or any committee thereof, through
electronic mode, that is, by way of video conferencing i.e., audio visual
electronic communication facility. The notice of the meeting must inform
the Directors regarding the availability of participation through video
conferencing. Any Director participating in a meeting through the use of
video conferencing shall be counted for the purpose of quorum.
118. QUESTIONS AT BOARD MEETING HOW DECIDED
Questions arising at any time at a meeting of the Board shall be decided by
majority of votes and in case of equality of votes, the Chairman, in his absence
the Vice Chairman or the Director presiding shall have a second or casting vote.
119. QUORUM
Subject to the provisions of the Act, the quorum for a meeting of the Board shall
be one third of its total strength (any fraction contained in that one-third being
rounded off as one) or two Directors whichever is higher and the participation
of the directors by video conferencing or by other audio visual means shall also
be counted for the purposes of quorum.
At any time the number of interested Directors is equal to or exceeds two-thirds
of total strength, the number of remaining Directors, that is to say the number
of Directors who are not interested, present at the meeting being not less than
two, shall be the quorum during such time. The total strength of the Board shall
mean the number of Directors actually holding office as Directors on the date of
the resolution or meeting, that is to say, the total strength of Board after
deducting there from the number of Directors, if any, whose places are vacant
at the time. The term ‘interested director’ means any Director whose presence
cannot, by reason of applicable provisions of the Act be counted for the purpose
of forming a quorum at meeting of the Board, at the time of the discussion or
vote on the concerned matter or resolution.
120. ADJOURNED MEETING

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 Subject to the provisions of the Act, if within half an hour from the time
appointed for a meeting of the Board, a quorum is not present, the meeting,
shall stand adjourned to the same day in the next week at the same time and
place or to such other day and at such other time and place as the Directors may
determine.
121. ELECTION OF CHAIRMAN OF BOARD
(a) The Board may elect a chairman of its meeting and determine the period
for which he is to hold office.
(b) If no such chairman is elected or at any meeting the chairman is not
present within five minutes after the time appointed for holding the
meeting the Directors present may choose one among themselves to be
the chairman of the meeting.
122. POWERS OF DIRECTORS
(a) The Board may exercise all such powers of the Company and do all such
acts and things as are not, by the Act or any other applicable law, or by the
Memorandum or by the Articles required to be exercised by the
Company in a General Meeting, subject nevertheless to these Articles,
to the provisions of the Act or any other applicable law and to such
regulations being not inconsistent with the aforesaid regulations or
provisions, as may be prescribed by the Company in a General Meeting;
but no regulation made by the Company in a General Meeting shall
invalidate any prior act of the Board which would have been valid if that
regulation had not been made.
(b) All cheques, promissory notes, drafts, hundis, bills of exchange and other
negotiable instruments, and all receipts for monies paid to the Company,
shall be signed, drawn, accepted, endorsed, or otherwise executed, as
the case maybe, by such person and in such manner as the Board shall
from time to time by resolution determine.
123. DELEGATION OF POWERS
(a) The Board may, subject to the provisions of the Act, delegate any of its
powers to committees consisting of such members of its body as it thinks
fit.
(b) Any committee so formed shall, in the exercise of the power so
delegated conform to any regulations that may be imposed on it by the
Board.
124. ELECTION OF CHAIRMAN OF COMMITTEE
(a) A committee may elect a chairman of its meeting. If no such chairman is
elected or if at any meeting the chairman is not present within five
minutes after the time appointed for holding the meeting, the members
present may choose one of their members to be the chairman of the
committee meeting.
(b) The quorum of a committee may be fixed by the Board of Directors.

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125. QUESTIONS HOW DETERMINED
(a) A committee may meet and adjourn as it thinks proper.
(b) Questions arising at any meeting of a committee shall be determined by
a majority of votes of the members present as the case may be and in
case of equality of vote, the chairman shall have a second or casting vote,
in addition to his vote as a member of the committee.
126. VALIDITY OF ACTS DONE BY BOARD OR A COMMITTEE
All acts done by any meeting of the Board, of a committee thereof, or by any
person acting as a Director shall notwithstanding that it may be afterwards
discovered that there was some defect in the appointment of any one or more
of such Directors or of any person acting as aforesaid or that they or any of them
were disqualified be as valid as if even such Director or such person has been
duly appointed and was qualified to be a Director.
127. RESOLUTION BY CIRCULATION
Save as otherwise expressly provided in the Act, a resolution in writing circulated
in draft together with the necessary papers, if any, to all the Directors or to all
the members of the committee then in India, not being less in number than the
quorum fixed of the meeting of the Board or the committee, as the case may be
and to all other Directors or Members at their usual address in India and
approved by such of the Directors as are then in India or by a majority of such of
them as are entitled to vote at the resolution shall be valid and effectual as if it had
been a resolution duly passed at a meeting of the Board or committee duly
convened and held.
128. MAINTENANCE OF FOREIGN REGISTER
The Company may exercise the powers conferred on it by the Act with regard to
the keeping of a foreign register; and the Board may (subject to the provisions
of those Sections) make and vary such regulations as it may think fit respecting
the keeping of any register.
129. BORROWING POWERS
(a) Subject to the provisions of the Act and these Articles, the Board may
from time to time at their discretion raise or borrow or secure the
payment of any such sum of money for the purpose of the Company, in
such manner and upon such terms and conditions in all respects as they
think fit, and in particular, by promissory notes or by receiving deposits
and advances with or without security or by the issue of bonds,
debentures, perpetual or otherwise, including debentures convertible
into shares of this Company or any other company or perpetual
annuities and to secure any such money so borrowed, raised or received,
mortgage, pledge or charge the whole or any part of the property, assets
or revenue of the Company present or future, including its uncalled
capital by special assignment or otherwise or to transfer or convey the
same absolutely or in trust and to give the lenders powers of sale and
other powers as may be expedient and to purchase, redeem or pay off

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 any such securities; provided however, that the moneys to be borrowed,
together with the money already borrowed by the Company apart from
temporary loans obtained from the Company’s bankers in the ordinary
course of business shall not, without the sanction of the Company by a
Special Resolution at a General Meeting, exceed the aggregate of the
paid up capital of the Company and its free reserves. Provided that every
Special Resolution passed by the Company in General Meeting in
relation to the exercise of the power to borrow shall specify the total
amount up to which moneys may be borrowed by the Board of Directors.
(b) The Directors may by resolution at a meeting of the Board delegate the
above power to borrow money otherwise than on debentures to a
committee of Directors or managing Director or to any other person
permitted by applicable law, if any, within the limits prescribed.
(c) To the extent permitted under the applicable law and subject to
compliance with the requirements thereof, the Directors shall be
empowered to grant loans to such entities at such terms as they may
deem to be appropriate and he same shall be in the interests of the
Company.
(d) Any bonds, debentures, debenture-stock or other securities may if
permissible under applicable law be issued at a discount, premium or
otherwise by the Company and shall with the consent of the Board be
issued upon such terms and conditions and in such manner and for such
consideration as the Board shall consider to be for the benefit of the
Company, and on the condition that they or any part of them may be
convertible into Equity Shares of any denomination, and with any
privileges and conditions as to the redemption, surrender, allotment of
shares, attending (but not voting) in the General Meeting, appointment
of Directors or otherwise. Provided that debentures with rights to
allotment of or conversion into Equity Shares shall not be issued except
with, the sanction of the Company in General Meeting accorded by a
Special Resolution.
130. NOMINEE DIRECTORS
(a) Subject to the provisions of the Act, so long as any moneys remain owing
by the Company to Financial Institutions regulated by the Reserve Bank
of India, State Financial Corporation or any financial institution owned or
controlled by the Central Government or State Government or any Non-
Banking Financial Company regulated by the Reserve Bank of India or any
such company from whom the Company has borrowed for the purpose
of carrying on its objects or each of the above has granted any loans / or
subscribes to the debentures of the Company or so long as any of the
aforementioned companies of financial institutions holds or continues to
hold debentures /shares in the Company as a result of underwriting or
by direct subscription or private placement or so long as any liability of
the Company arising out of any guarantee furnished on behalf of the
Company remains outstanding, and if the loan or other agreement with
such institution/ corporation/ company (hereinafter referred to as the

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 “Corporation”) so provides, the Corporation may, in pursuance of the
provisions of any law for the time being in force or of any agreement,
have a right to appoint from time to time any person or persons as a
Director or Directors whole-time or non whole-time (which Director or
Director/s is/are hereinafter referred to as “Nominee Directors/s”) on
the Board of the Company and to remove from such office any person or
person so appointed and to appoint any person or persons in his /their
place(s).
(b) The Nominee Director/s appointed under this Article shall be entitled to
receive all notices of and attend all General Meetings, Board meetings
and of the meetings of the committee of which Nominee Director/s
is/are member/s as also the minutes of such Meetings. The Corporation
shall also be entitled to receive all such notices and minutes.
(c) The Company may pay the Nominee Director/s sitting fees and expenses
to which the other Directors of the Company are entitled, but if any other
fees commission, monies or remuneration in any form is payable to the
Directors of the Company the fees, commission, monies and
remuneration in relation to such Nominee Director/s may accrue to the
nominee appointer and same shall accordingly be paid by the Company
directly to the Corporation.
(d) Provided that the sitting fees, in relation to such Nominee Director/s
shall also accrue to the appointer and same shall accordingly be paid by
the Company directly to the appointer.
131. REGISTER OF CHARGES
The Directors shall cause a proper register to be kept, in accordance with the Act,
of all mortgages and charges specifically affecting the property of the Company
and shall duly comply with the requirements of the Act in regard to the
registration of mortgages and charges therein specified.
132. MANAGING DIRECTOR(S) AND/OR WHOLE TIME DIRECTORS
(a) The Board may from time to time and with such sanction of the Central
Government as may be required by the Act, appoint one or more of the
Directors to the office of the managing director and/ or whole time
directors for such term and subject to such remuneration, terms and
conditions as they may think fit.
(b) The Directors may from time to time resolve that there shall be either
one or more managing directors and/ or whole-time directors.
(c) In the event of any vacancy arising in the office of a managing director
and/or whole time director, the vacancy shall be filled by the Board of
Directors subject to the approval of the Members.
(d) If a managing director and/or whole time director ceases to hold office as
Director, he shall ipso facto and immediately cease to be managing
director/whole time director.
(e) The managing director and/or whole time director shall not be liable to

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 retirement by rotation as long as he holds office as managing director or
whole-time director.
(f) The Managing Director of the Company shall be appointed as the
Chairman of the Board of the Company.
133. POWERS AND DUTIES OF MANAGING DIRECTOR OR WHOLE-TIME DIRECTOR
The managing director/whole time director shall subject to the supervision,
control and direction of the Board and subject to the provisions of the Act,
exercise such powers as are exercisable under these Articles by the Board of
Directors, as they may think fit and confer such power for such time and to be
exercised as they may think expedient and they may confer such power either
collaterally with or to the exclusion of any such substitution for all or any of the
powers of the Board of Directors in that behalf and may from time to time
revoke, withdraw, alter or vary all or any such powers. The managing Directors/
whole time Directors may exercise all the powers entrusted to them by the
Board of Directors in accordance with the Board’s direction.
134. REIMBURSEMENT OF EXPENSES
The managing Directors\whole-time Directors shall be entitled to charge and be
paid for all actual expenses, if any, which they may incur for or in connection
with the business of the Company. They shall be entitled to appoint part time
employees in connection with the management of the affairs of the Company
and shall be entitled to be paid by the Company any remuneration that they may
pay to such part time employees.
135. CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY AND CHIEF
FINANCIAL OFFICER
Subject to the provisions of the Act —
(a) A chief executive officer, manager, company secretary and chief
financial officer may be appointed by the Board for such term, at such
remuneration and upon such conditions as it may think fit; and any chief
executive officer, manager, company secretary and chief financial officer
so appointed may be removed by means of a resolution of the Board.
(b) A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer. Further, an individual may
be appointed or reappointed as the chairperson of the Company as well
as the managing Director or chief executive officer of the Company at the
same time.
(c) A provision of the Act or the Articles requiring or authorising a thing to
be done by or to a Director and chief executive officer, manager,
company secretary or chief financial officer shall not be satisfied by its
being done by or to the same person acting both as a Director and as, or
in place of, chief executive officer, manager, company secretary or chief
financial officer.
COMMON SEAL

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136. CUSTODY OF COMMON SEAL
The Board shall provide for the safe custody of the common seal for the
Company and they shall have power from time to time to destroy the same and
substitute a new seal in lieu thereof.
137. SEAL HOW AFFIXED
The Directors shall provide a common seal for the purpose of the Company and
shall have power from time to time to destroy the same and substitute a new
seal in lieu thereof, and the Directors shall provide for the safe custody of the
seal for the time being and the seal shall never be used except by or under the
authority of the Directors or a committee of the Directors previously given, and
in the presence of atleast two Directors and of the company secretary or such
other person duly authorised by the Directors or a committee of the Directors,
who shall sign every instrument to which the seal is so affixed in his presence.
The Company may exercise the powers conferred by the Act with regard to
having an official seal for use abroad and such powers shall accordingly be vested
in the Directors or any other person duly authorized for the purpose.
DIVIDEND
138. COMPANY IN GENERAL MEETING MAY DECLARE DIVIDENDS
The Company in General Meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Board.
139. INTERIM DIVIDENDS
Subject to the provisions of the Act, the Board may from time to time pay to the
members such interim dividends of such amount on such class of shares and at
such times as it may think fit and as appear to it to be justified by the profits of
the company.
140. RIGHT TO DIVIDEND AND UNPAID OR UNCLAIMED DIVIDEND
(a) Where capital is paid in advance of calls, such capital, whilst carrying
interest, shall not confer a right to dividend or to participate in the
profits.
(b) Where the Company has declared a dividend but which has not been paid
or claimed within thirty (30) days from the date of declaration, the
Company shall within seven (7) days from the date of expiry of the said
period of thirty (30) days, transfer the total amount of dividend which
remains unpaid or unclaimed within the said period of thirty (30) days,
to a special account to be opened by the Company in that behalf in any
scheduled bank to be called “Unpaid Dividend Account of Euro Panel
Products Limited”.
(c) Any money transferred to the unpaid dividend account of the Company
which remains unpaid or unclaimed for a period of seven (7) years from
the date of such transfer, shall be transferred by the Company to the
fund known as Investor Education and Protection Fund established
under the Act.

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 (d) No unclaimed or unpaid dividend shall be forfeited by the Board before
the claim becomes barred by law.
(e) All other provisions under the Act will be complied with in relation to the
unpaid or unclaimed dividend.
141. DIVISION OF PROFITS
Subject to the rights of persons, if any, entitled to shares 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.
142. DIVIDENDS TO BE APPORTIONED
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 for dividend as from a particular date such share shall rank for
dividend accordingly.
143. RESERVE FUNDS
(a) The Board may, before recommending any dividends, set aside out of
the profits of the Company such sums as it thinks proper as a reserve or
reserves which shall at the discretion of the Board, be applied 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 think fit.
(b) The Board may also carry forward any profits when it may consider
necessary not to divide, without setting them aside as a reserve.
144. DEDUCTION OF ARREARS
Subject to the Act, no Member shall be entitled to receive payment of any
interest or dividend in respect of his share or shares whilst any money may be
due or owing from him to the Company in respect of such share or shares of or
otherwise howsoever whether alone or jointly with any other person or persons
and the Board may deduct from any dividend payable to any Members all sums
of money, if any, presently payable by him to the Company on account of the
calls or otherwise in relation to the shares of the Company.
145. RETENTION OF DIVIDENDS
The Board may retain dividends payable upon shares in respect of which any
person is, under Articles 59 to 72 hereinbefore contained, entitled to become a
Member, until such person shall become a Member in respect of such shares.
146. RECEIPT OF JOINT HOLDER

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 Any one of two or more joint holders of a share may give effective receipt for
any dividends, bonuses or other moneys payable in respect of such shares.
147. DIVIDEND HOW REMITTED
Any dividend, interest or other monies payable in cash in respect of shares may
be paid by electronic mode or by cheque or warrant sent through 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. Every such cheque or warrant shall be made
payable to the order of the person to whom it is sent.
148. DIVIDENDS NOT TO BEAR INTEREST
No dividends shall bear interest against the Company.
149. TRANSFER OF SHARES AND DIVIDENDS
Subject to the provisions of the Act, any transfer of shares shall not pass the right
to any dividend declared thereon before the registration of the transfer.
CAPITALISATION OF PROFITS
150. CAPITALISATION OF PROFITS
(a) The Company in General Meeting, may, on recommendation of the Board
resolve:
(i) that it is desirable to capitalise any part of the amount for the
time being standing to the credit of the Company’s reserve
accounts or to the credit of the profit and loss account or
otherwise available for distribution; and
(ii) that such sum be accordingly set free for distribution in the
manner specified in the sub-clause (b) amongst the Members
who would have been entitled thereto if distributed by way of
dividend and in the same proportion.
(b) The sum aforesaid shall not be paid in cash but shall be applied, subject
to the provision contained in sub-clause (c) below, either in or towards:
(i) paying up any amounts for the time being unpaid on shares held
by such Members respectively;
(ii) paying up in full, unissued share 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 that
specified in sub -clause (ii).
(iv) A securities premium account and a capital redemption reserve
account or any other permissible reserve account may be applied
as permitted under the Act in the paying up of unissued shares
to be issued to Members of the Company as fully paid bonus
shares.

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 (v) The Board shall give effect to the resolution passed by the
Company in pursuance of these Articles.
151. POWER OF DIRECTORS FOR DECLARATION OF BONUS ISSUE
(a) Whenever such a resolution as aforesaid shall have been passed, the Board
shall:
(i) make all appropriations and applications of the undivided
profits resolved to be capitalised thereby, and all allotments and
issues of fully paid shares or other securities, if any; and
(ii) generally do all acts and things required to give effect thereto.
(b) The Board shall have full power:
(i) to make such provisions, by the issue of fractional certificates or
by payments in cash or otherwise as it thinks fit, in the case of
shares or debentures becoming distributable in fractions; and
(ii) to authorize any person to enter, on behalf of all the Members
entitled thereto, into an agreement with the Company providing
for the allotment to them respectively, credited as fully paid up,
of any further shares or other securities to which they may be
entitled upon such capitalization or as the case may require, for
the payment by the Company on their behalf, by the application
thereto of their respective proportions of the profits resolved to
be capitalized, of the amount or any parts of the amounts
remaining unpaid on their existing shares.
(c) Any agreement made under such authority shall be effective and binding on
such Members.
ACCOUNTS
152. WHERE BOOKS OF ACCOUNTS TO BE KEPT
The Books of Account shall be kept at the Office or at such other place in India
as the Directors think fit in accordance with the applicable provisions of the Act.
153. INSPECTION BY DIRECTORS
The books of account and books and papers of the Company, or any of them,
shall be open to the inspection of directors in accordance with the applicable
provisions of the Act.
154. INSPECTION BY MEMBERS
No Member (not being a Director) shall have any right of inspecting any account
or books or documents of the Company except as conferred by law or
authorised by the Board.
SERVICE OF DOCUMENTS AND NOTICE
155. MEMBERS TO NOTIFY ADDRESS IN INDIA

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 Each registered holder of shares from time to time notify in writing to the
Company such place in India to be registered as his address and such registered
place of address shall for all purposes be deemed to be his place of residence.
156. SERVICE ON MEMBERS HAVING NO REGISTERED ADDRESS
If a Member has no registered address in India, and has not supplied to the
Company any address within India, for the giving of the notices to him, a
document advertised in a newspaper circulating in the neighborhood of Office of
the Company shall be deemed to be duly served to him on the day on which the
advertisement appears.
157. SERVICE ON PERSONS ACQUIRING SHARES ON DEATH OR INSOLVENCY OF
MEMBERS
A document may be served by the Company on the persons entitled to a share
in consequence of the death or insolvency of a Member by sending it through the
post in a prepaid letter addressed to them by name or by the title or
representatives of the deceased, assignees of the insolvent by any like
description at the address (if any) in India supplied for the purpose by the
persons claiming to be so entitled, or (until such an address has been so supplied)
by serving the document in any manner in which the same might have been
served as if the death or insolvency had not occurred.
158. PERSONS ENTITLED TO NOTICE OF GENERAL MEETINGS
Subject to the provisions of the Act and these Articles, notice of General Meeting
shall be given:
(a) To the Members of the Company as provided by these Articles.
(b) To the persons entitled to a share in consequence of the death or insolvency
of a Member.
(c) To the Directors of the Company.
(d) To the auditors for the time being of the Company; in the manner
authorized by as in the case of any Member or Members of the
Company.
159. NOTICE BY ADVERTISEMENT
Subject to the provisions of the Act any document required to be served or sent
by the Company on or to the Members, or any of them and not expressly
provided for by these Articles, shall be deemed to be duly served or sent if
advertised in a newspaper circulating in the district in which the Office is
situated.
160. MEMBERS BOUND BY DOCUMENT GIVEN TO PREVIOUS HOLDERS
Every person, who by the operation of law, transfer or other means whatsoever,
shall become entitled to any shares, shall be bound by every document in respect
of such share which, previously to his name and address being entered in the
Register of Members, shall have been duly served on or sent to the person from
whom he derived his title to such share.

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 Any notice to be given by the Company shall be signed by the managing Director
or by such Director or Secretary (if any) or Officer as the Directors may appoint.
The signature to any notice to be given by the Company may be written or
printed or lithographed.
WINDING UP
161. Subject to the applicable provisions of the Act–
(a) If the Company shall be wound up, the liquidator may, with the sanction
of a Special Resolution of the Company and any other sanction required
by the Act, divide amongst the members, in specie or kind, the whole or
any part of the assets of the Company, whether they shall consist of
property of the same kind or not.
(b) For the purpose aforesaid, the liquidator may set such value as he deems
fair upon any property to be divided as aforesaid and may determine
how such division shall be carried out as between the Members or
different classes of Members.
(c) The liquidator may, with the like sanction, vest the whole or any part of
such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no member shall be
compelled to accept any shares or other securities whereon there is any
liability.
(d) Any person who is or has been a Director or manager, whose liability is
unlimited under the Act, shall, in addition to his liability, if any, to
contribute as an ordinary member, be liable to make a further
contribution as if he were at the commencement of winding up, a
member of an unlimited company, in accordance with the provisions of
the Act.
162. APPLICATION OF ASSETS
Subject to the provisions of the Act as to preferential payment the assets of the
Company shall, on its winding up, be applied in satisfaction of its liabilities pari
passu and, subject to such application shall be distributed among the Members
according to their rights and interests in the Company.
INDEMNITY
163. DIRECTOR’S AND OTHERS’ RIGHT TO INDEMNITY
Subject to the provisions of the Act, every Director and Officer of the Company
shall be indemnified by the Company against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favour or in which he is acquitted or in which relief is granted to him by the
court or the tribunal. Provided, however, that such indemnification shall not
apply in respect of any cost or loss or expenses to the extent it is finally
judicially determined to have resulted from the negligence, willful misconduct
or bad faith acts or omissions of such Director.
164. INSURANCE

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 The Company may take and maintain any insurance as the Board may think fit
on behalf of its present and/or former directors and key managerial personnel
for indemnifying all or any of them against any liability for any acts in relation to
the Company for which they may be liable but have acted honestly and
reasonably.
SECRECY CLAUSE
165. SECRECY
No Member shall be entitled to inspect the Company’s works without the
permission of the managing director/Directors or to require discovery of any
information respectively and detail of the Company’s trading or any matter
which is or may be in the nature of a trade secret, history of trade or secret
process which may be related to the conduct of the business of the Company
and which in the opinion of the managing director/Directors will be inexpedient
in the interest of the Members of the Company to communicate to the public.
GENERAL POWER
166. Wherever in the Act, it has been provided that the Company shall have any right,
privilege or authority or that the Company could carry out any transaction only if
the Company is so authorized by its articles, then and in that case this Article
authorizes and empowers the Company to have such rights, privileges or
authorities and to carry such transactions as have been permitted by the Act,
without there being any specific Article in that behalf herein provided.
167. At any point of time from the date of adoption of these Articles, if the Articles
are or become contrary to the provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (the “Listing Regulations”), the provisions of the Listing Regulations
shall prevail over the Articles to such extent and the Company shall discharge all
of its obligations as prescribed under the Listing Regulations, from time to time.

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 SECTION X – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered into or are to be entered
into by our Company (not being contracts entered into in the ordinary course of business carried on by
our Company or contracts entered into more than two (2) years before the date of this Prospectus) which
are or may be deemed material will be attached to the copy of the Prospectus which will be delivered to
the ROC, Mumbai, Maharashtra for registration. Copies of the contracts and also the documents for
inspection referred to hereunder, may be inspected at the Registered Office of our Company located at
702, 7th Floor, Aravalli Business Centre, Ramdas Sutrale Road, Borivali (West) Mumbai 400092,
Maharashtra, India, between 10.00 a.m. and 5.00 p.m. (IST) on all Working Days from the date of this
Prospectus until the Issue Closing Date.
MATERIAL CONTRACTS FOR THE ISSUE
1. Issue Agreement dated October 13, 2021 between our Company and Lead Manager.
2. Registrar Agreement dated October 13, 2021 between our Company and the Registrar to the Issue.
3. Underwriting Agreement dated November 12, 2021 amongst our Company, the Underwriter(s) and
the Lead Manager.
4. Market Making Agreement dated November 16, 2021 amongst our Company, Market Maker and the
Lead Manager.
5. Bankers to the Issue Agreement dated November 12, 2021 amongst our Company, the Lead
Manager, Banker(s) to the Issue and the Registrar to the Issue.
6. Tripartite Agreement dated August 04, 2021 between Company, Central Depository Services (India)
Limited and Registrar to the Issue
7. Tripartite Agreement dated August 16, 2021 between Company, National Securities Depository
Limited and Registrar to the Issue.
MATERIAL DOCUMENTS FOR THE ISSUE
1. Certified true copy of Certificate of Incorporation, the Memorandum of Association and Articles of
Association of our Company, as amended.
2. Resolutions of the Board of Directors dated September 30, 2021 in relation to the Issue and other
related matters.
3. Shareholders’ resolution dated September 30, 2021 in relation to the Issue and other related
matters.
4. Consents of our Promoters, Directors, our Company Secretary and Compliance Officer, our Chief
Financial Officer, Statutory and Peer Reviewed Auditor, Lead Manager, Legal Advisor to the Issue,
the Registrar to the Issue, Underwriters to the Issue, Bankers to our Company, Market Maker and
Banker to the Issue to include their names in this Prospectus and to acting their respective capacities.
5. Peer Review Auditors Report dated October 13, 2021 on Restated Financial Statements of our
Company for the period ended June 30, 2021 and for the financial years ended March 31, 2021, 2020
and 2019.

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 6. The Report dated October 13, 2021 from the Peer Reviewed Auditors of our Company, confirming
the Statement of Possible Tax Benefits available to our Company and its Shareholders as disclosed
in this Prospectus.
7. Copy of approval in- from National Stock Exchange of India Limited vide letter dated November 18,
2021 bearing the Ref No.: NSE/LIST/1308 to use the name of NSE EMERGE in this offer document
for listing of Equity Shares on NSE EMERGE.
8. Due diligence certificate shall be submitted to SEBI by Lead Manager to the Issue.
Any of the contracts or documents mentioned in this 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 Equity Shareholders, subject to compliance with applicable law.

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 DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the
guidelines/regulations issued by the Government of India or the guidelines/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 Prospectus
is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act,
1992 or the rules made or guidelines or regulations issued there under, as the case may be. We further
certify that all statements in this Prospectus are true and correct.
SIGNED BY ALL THE DIRECTORS OF OUR COMPANY

NAME OF DIRECTOR AND DIN DESIGNATION SIGNATURE

Rajesh Shah
Chairman & Managing director Sd/-
DIN: 02038392

Divyam Shah Sd/-

Whole-Time Director
DIN: 05129462

Bhakharani Nevetia Sd/-

Independent Director
DIN: 08531880

Alok Rungta Sd/-

Independent Director
DIN: 09310321

Daisy Dsouza Additional Independent Sd/-

DIN: 09348309 Director

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Shrenik Bhavsar Chief Financial Officer Sd/-

Date: November 23, 2021

Place: Mumbai

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