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DRAFT RED HERRING PROSPECTUS
Dated: September 25, 2025
(This Draft Red Herring Prospectus will be updated upon
filing with the RoC)
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
(Please scan this QR Code to view the DRHP)
APPL CONTAINERS LIMITED
Corporate Identity Number: U28129GJ2021PLC126531
REGISTERED OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
Survey No.131-B,132,132P1, Near Khodiyar Mandir, Bhavnagar- Divya Reejwani Email: info@applcontainers.com
Rajkot Highway, Shampara (Khodiyar), Shampara, Vartej, Company Secretary and Compliance Officer Telephone: + 91 2846 359 240 www.applcontainers.com
Bhavnagar- 364060, Gujarat, India
THE PROMOTERS OF OUR COMPANY ARE HASMUKHBHAI MEGHJIBHAI VIRADIYA, VALLABHBHAI MEGHJIBHAI VIRADIYA, VAIBHAV VALLABHBHAI VIRADIYA,
MANISHABEN VIRADIYA, SARITABEN VIRADIYA, EKTABEN VAIBHAVBHAI VIRADIYA, TEJASBHAI VALLABHBHAI VIRADIYA AND TIRTHRAJ HASMUKHBHAI VIRADIYA
DETAILS OF THE OFFER TO THE PUBLIC
TOTAL OFFER
TYPE FRESH ISSUE SIZE OFFER FOR SALE SIZE ELIGIBILITY AND RESERVATION
SIZE
Fresh Issue and Offer for Sale Fresh issue of up to 12,50,000 Offer for Sale of up to 25,60,000 Equity Up to 38,10,000 The Offer is being made in accordance with Regulation 6(1) of the SEBI
Equity Shares of face value of ₹10 Shares of face value of ₹10 each aggregating Equity Shares of face ICDR Regulations. For further details, see “Other Regulatory and
each aggregating up to ₹ [●] lakhs up to ₹ [●] lakhs value of ₹10 each Statutory Disclosures – Eligibility for the Offer” on page 450 For details in
aggregating up to ₹ relation to share reservation among QIBs, NIBs and RIBs, see “Offer
[•] lakhs Structure” on page 471.
DETAILS OF THE OFFER FOR SALE
NAME OF THE SELLING TYPE NUMBER/ AMOUNT OF EQUITY SHARES OFFERED WEIGHTED AVERAGE COST OF ACQUISITION
SHAREHOLDER (IN ₹ PER EQUITY SHARE) *
Hasmukhbhai Meghjibhai Viradiya Promoter Selling Shareholder Up to 5,30,000 Equity Shares of face value of ₹10 each aggregating 39.31
up to ₹ [●] lakhs
Vallabhbhai Meghjibhai Promoter Selling Shareholder Up to 2,60,000 Equity Shares of face value of ₹10 each aggregating 43.70
Viradiya up to ₹ [●] lakhs
Manishaben Viradiya Promoter Selling Shareholder Up to 3,75,000 Equity Shares of face value of ₹10 each aggregating 13.87
up to ₹ [●] lakhs
Vaibhav Vallabhbhai Viradiya Promoter Selling Shareholder Up to 2,55,000 Equity Shares of face value of ₹10 each aggregating 19.57
up to ₹ [●] lakhs
Saritaben Viradiya Promoter Selling Shareholder Up to 2,55,000 Equity Shares of face value of ₹10 each aggregating 19.57
up to ₹ [●] lakhs
Ektaben Vaibhavbhai Viradiya Promoter Selling Shareholder Up to 2,55,000 Equity Shares of face value of ₹10 each aggregating 19.57
up to ₹ [●] lakhs
Tejasbhai Vallabhbhai Viradiya Promoter Selling Shareholder Up to 2,55,000 Equity Shares of face value of ₹10 each aggregating 19.57
up to ₹ [●] lakhs
Tirthraj Hasmukhbhai Viradiya Promoter Selling Shareholder Up to 3,75,000 Equity Shares of face value of ₹10 each aggregating 11.93
up to ₹ [●] lakhs
* As certified by Sanjeev Shriram Verma & Co., Independent Chartered Accountant by way of their certificate dated September 22, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for Equity Shares. The face value of each Equity Share is ₹ 10. The Floor Price, Cap Price and Offer Price
(determined by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity Shares
by way of the Book Building Process in accordance with the SEBI ICDR Regulations, as stated in “Basis for Offer Price” beginning on page 136 should not be taken to be indicative of the market price of the
Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Bidders are
advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer, including the risks
involved. The Equity Shares in the Offer have neither been recommended, nor approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red
Herring Prospectus. Specific attention of the Bidders is invited to “Risk Factors” beginning on page 39
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer which is
material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and
intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such
opinions or intentions misleading in any material respect. Each of the Selling Shareholder, severally and not jointly, accepts responsibility for and confirms the statements expressly and specifically made by them
in this Draft Red Herring Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares and assumes responsibility that such statements are true and correct
in all material respects and not misleading in any material respect. Each of the Selling Shareholders assumes no responsibility, as a Selling Shareholder, for any other statement in this Draft Red Herring Prospectus,
including, inter alia, any of the statements made by or relating to our Company or any other Selling Shareholder or any other person(s).
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). For the purposes of the
Offer, [●] is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be delivered to the RoC for filing in accordance with Section 26(4) and Section 32 of the
Companies Act. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for
Inspection” beginning on page 539.
BOOK RUNNING LEAD MANAGERS
Names and Logos of the Book Running Lead Managers Contact Person E-mail and Telephone
E-mail: ipo.acl@cumulativecapital.group
Tel: +91 98196 62664 / 9870924935
Cumulative Capital Private Limited Swapnilsagar Vithalani/ Hetal Gajra
Shivani Mehra/ Rishu Goyal E-mail: appl.ipo@shannon.co.in
Shannon Advisors Private Limited
Tel: +91 11 42758011
REGISTRAR TO THE OFFER
Name of the Registrar Contact Person E-mail and Telephone
E-mail: ipo@bigshareonline.com
Bigshare Services Private Limited Sagar Pathare
Tel: +91 22 6263 8200
BID/ OFFER PERIOD
ANCHOR INVESTOR BID/ OFFER PERIOD OPENS AND [●] BID/ OFFER OPENS ON [●] BID/ OFFER CLOSES ON** [●]^
CLOSES ON*
*Our Company, may in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Offer
Period shall be one Working Day prior to the Bid/ Offer Opening Date.
**Our Company, may in consultation with the Book Running Lead Managers, consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the SEBI
ICDR Regulations.
^ The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Day.DRAFT RED HERRING PROSPECTUS
Dated: September 25, 2025
. (This Draft Red Herring Prospectus will be updated upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
APPL CONTAINERS LIMITED
Our Company was incorporated as “APPL Containers Private Limited”, a private limited company under the provisions of the Companies Act, 2013 pursuant to a certificate of incorporation dated October 21,
2021, issued by Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted from a private limited company to a public limited company under the provisions of the Companies
Act pursuant to a resolution passed by our Board on June 10, 2025, and by our Shareholders on June 11, 2025. Accordingly, upon conversion, the name of our Company was changed to “APPL Containers
Limited” by deletion of the word ‘Private’ from its name and a fresh certificate of incorporation dated June 13, 2025, to that effect was issued by the Registrar of Companies, Central Processing Centre bearing
Corporate Identity Number U28129GJ2021PLC126531. For details of changes in the name and registered office address of our Company, see ‘History and Certain Corporate Matters’ beginning on page 258.
Registered Office: Survey No.131-B,132,132P1, Near Khodiyar Mandir, Bhavnagar-Rajkot Highway, Shampara (Khodiyar), Shampara, Vartej, Bhavnagar - 364060, Gujarat, India
Telephone: + 91 2846 359 240 Contact person: Divya Reejwani, Company Secretary and Compliance Officer
E-mail: info@applcontainers.com ; Website: www.applcontainers.com
Corporate Identity Number: U28129GJ2021PLC126531
THE PROMOTERS OF OUR COMPANY ARE HASMUKHBHAI MEGHJIBHAI VIRADIYA, VALLABHBHAI MEGHJIBHAI VIRADIYA, VAIBHAV VALLABHBHAI VIRADIYA,
MANISHABEN VIRADIYA, SARITABEN VIRADIYA, EKTABEN VAIBHAVBHAI VIRADIYA, TEJASBHAI VALLABHBHAI VIRADIYA AND TIRTHRAJ HASMUKHBHAI VIRADIYA
INITIAL PUBLIC OFFER OF UP TO 38,10,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF APPL CONTAINERS LIMITED (“COMPANY” OR “ISSUER”)
FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹ [•] LAKHS
(“OFFER”). THE OFFER COMPRISES OF A FRESH ISSUE OF UP TO 12,50,000 EQUITY SHARES AGGREGATING UP TO ₹ [•] LAKHS BY OUR COMPANY (“FRESH ISSUE”) AND AN
OFFER FOR SALE OF UP TO 25,60,000 EQUITY SHARES (“OFFERED SHARES”) AGGREGATING UP TO ₹ [•] LAKHS (“OFFER FOR SALE”), COMPRISING UP TO 5,30,000 EQUITY
SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY HASMUKHBHAI MEGHJIBHAI VIRADIYA, UP TO 2,60,000 EQUITY SHARES OF FACE VALUE OF
₹10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY VALLABHBHAI MEGHJIBHAI VIRADIYA, UP TO 2,55,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP
TO ₹ [●] LAKHS BY VAIBHAV VALLABHBHAI VIRADIYA, UP TO 3,75,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY MANISHABEN
VIRADIYA, UP TO 2,55,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY SARITABEN VIRADIYA, UP TO 2,55,000 EQUITY SHARES
OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO ₹ [●] LAKHS BY EKTABEN VAIBHAVBHAI VIRADIYA, UP TO 2,55,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH
AGGREGATING UP TO ₹ [●] LAKHS BY TEJASBHAI VALLABHBHAI VIRADIYA AND UP TO 3,75,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AGGREGATING UP TO
₹ [●] LAKHS BY TIRTHRAJ HASMUKHBHAI VIRADIYA (“SELLING SHAREHOLDERS”).
THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID
LOT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN [●] ALL EDITIONS OF [●], AN
ENGLISH NATIONAL DAILY NEWSPAPER, [●] ALL EDITIONS OF [●], A HINDI NATIONAL DAILY NEWSPAPER AND [●] ALL EDITIONS OF [●], A GUJARATI DAILY NEWSPAPER
(GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, WHERE OUR REGISTERED OFFICE IS LOCATED) EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING
DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE AND NSE (THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON
THEIR RESPECTIVE WEBSITES.
In case of any revision to the Price Band, the Bid/ Offer Period will be extended by at least three additional Working Days following such revision of the Price Band, subject to the Bid/ Offer Period not exceeding
10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with the Book Running Lead Managers, for reasons to be recorded in writing,
extend the Bid/ Offer Period for a minimum of one Working Days, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Offer Period, if
applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Book Running Lead Managers and
at the terminals of the Syndicate Members and by intimation to Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor Banks, as applicable.
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 31 of the SEBI ICDR
Regulations and in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”
and such portion, the “QIB Portion”), provided that our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the price at which allocation is made to Anchor Investors (the “Anchor Investor Allocation Price”). In the event of under- subscription, or non-allocation in the Anchor Investor Portion, the
balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, subject to valid Bids being
received at or above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds. Further, not less than 15% of the
Offer shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price. One-third of the Non-Institutional Portion shall be available for allocation to Non-Institutional Bidders with a Bid size of more than ₹ 2.00 lakhs
and up to ₹ 10.00 lakhs and two-thirds of the Non-Institutional Portion shall be available for allocation to Non-Institutional Bidders with a Bid size of more than ₹10.00 lakhs provided that under-subscription in
either of these two sub-categories of the Non-Institutional Portion may be allocated to Non-Institutional Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders (except Anchor Investors) are mandatorily required to participate in the Offer through the Application
Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA accounts and UPI ID in case of UPI Bidders, as applicable, pursuant to which their corresponding Bid Amount
will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Bank(s) under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts. Anchor Investors are not
permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” beginning on page 476.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for Equity Shares. The face value of each Equity Share is ₹10 each. The Floor Price, Cap Price and Offer
Price (determined by our Company, in consultation with the Book Running Lead Managers, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand for the Equity
Shares by way of the Book Building Process as stated in “Basis for Offer Price” on page 136 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed.
No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Offer unless they can afford to take the risk of losing their investment. Bidders are
advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, Bidders must rely on their own examination of our Company and the Offer,
including the risks involved. The Equity Shares in the Offer have neither been recommended, nor approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red
Herring Prospectus. Specific attention of the Bidders is invited to “Risk Factors” beginning on page 39.
ISSUER’S AND THE SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is
material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions
and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any
such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only the statements expressly and specifically
made by them in this Draft Red Herring Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares and assumes responsibility that such statements
are true and correct in all material respects and not misleading in any material respect. Each of the Selling Shareholders assumes no responsibility, as a Selling Shareholder, for any other statement in this Draft
Red Herring Prospectus, including, inter alia, any of the statements made by or relating to our Company or any other Selling Shareholder or any other person(s).
LISTING
The Equity Shares that will be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the
listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A signed copy of the Red Herring Prospectus and
the Prospectus shall be delivered to the RoC for filing in accordance with Section 26(4) and Section 32 of the Companies Act. For details of the material contracts and documents that will be available for
inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” beginning on page 539.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Cumulative Capital Private Limited Shannon Advisors Private Limited Bigshare Services Private Limited
321, 3rd Floor, C Wing, 215 Atrium Co Op. Premises, Andheri Kurla 902, IX Floor, New Delhi House, 27, Barakhamba Road, Connaught Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to
Road, Hanuman Nagar, Andheri (E) Mumbai - 400093, Maharashtra, Place, New Delhi-110001 Ahura Centre, Mahakali Caves Road, Andheri East, Mumbai -
India. Tel: +91 11 42758011 400093
Tel: +91 98196 62664/ 9870924935 E-mail: appl.ipo@shannon.co.in Tel: +91 22 6263 8200
E-mail: ipo.acl@cumulativecapital.group Investor grievance e-mail: grievance@shannon.co.in E-mail: ipo@bigshareonline.com
Investor grievance email: investor@cumulativecapital.group Website: www.shannon.co.in Investor grievance e-mail: investor@bigshareonline.com
Website: www.cumulativecapital.group Contact Person: Shivani Mehra/ Rishu Goyal Website: www.bigshareonline.com
Contact Person: Swapnilsagar Vithalani/ Hetal Gajra SEBI Registration No.: INM000013174 Contact Person: Sagar Pathare
SEBI Registration No.: INM000013129 SEBI Registration No.: INR000001385
BID/ OFFER PROGRAMME
ANCHOR INVESTOR BID / OFFER PERIOD: [●] * BID / OFFER OPENS ON: [●] BID / OFFER CLOSES ON**: [●]^
* Our Company may, in consultation with the Book Running Lead Managers, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Offer Period
shall be one Working Day prior to the Bid/ Offer Opening Date.
** Our Company may, in consultation with the Book Running Lead Managers, consider closing the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in accordance with the
SEBI ICDR Regulations.
^ The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Offer Closing Day(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I – GENERAL ....................................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ................................................................................................................................ 2
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY
OF PRESENTATION.............................................................................................................................................................. 21
FORWARD LOOKING STATEMENT .................................................................................................................................. 24
SUMMARY OF OFFER DOCUMENT .................................................................................................................................. 26
SECTION II – RISK FACTORS .......................................................................................................................................... 39
SECTION III – INTRODUCTION ...................................................................................................................................... 82
THE OFFER ............................................................................................................................................................................ 82
SUMMARY OF RESTATED FINANCIAL INFORMATION .............................................................................................. 85
GENERAL INFORMATION .................................................................................................................................................. 91
CAPITAL STRUCTURE ...................................................................................................................................................... 102
OBJECTS OF THE OFFER .................................................................................................................................................. 118
BASIS FOR OFFER PRICE .................................................................................................................................................. 136
STATEMENT OF SPECIAL TAX BENEFITS .................................................................................................................... 149
SECTION IV – ABOUT OUR COMPANY ...................................................................................................................... 155
INDUSTRY OVERVIEW ..................................................................................................................................................... 155
OUR BUSINESS ................................................................................................................................................................... 206
KEY REGULATIONS AND POLICIES .............................................................................................................................. 246
HISTORY AND CERTAIN CORPORATE MATTERS ...................................................................................................... 258
OUR MANAGEMENT ......................................................................................................................................................... 263
OUR PROMOTERS AND PROMOTER GROUP ................................................................................................................ 287
OUR GROUP COMPANIES ................................................................................................................................................ 297
DIVIDEND POLICY ............................................................................................................................................................ 299
SECTION V – FINANCIAL INFORMATION ................................................................................................................. 300
RESTATED FINANCIAL INFORMATION ........................................................................................................................ 300
PROFORMA FINANCIALS ................................................................................................................................................. 382
OTHER FINANCIAL INFORMATION ............................................................................................................................... 401
CAPITALISATION STATEMENT ...................................................................................................................................... 403
FINANCIAL INDEBTEDNESS ........................................................................................................................................... 404
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................... 409
SECTION VI – LEGAL AND OTHER INFORMATION ............................................................................................... 435
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ............................................................................ 435
GOVERNMENT AND OTHER APPROVALS .................................................................................................................... 442
OTHER REGULATORY AND STATUTORY DISCLOSURES......................................................................................... 449
SECTION VII – OFFER RELATED INFORMATION .................................................................................................. 464
TERMS OF THE OFFER ...................................................................................................................................................... 464
OFFER STRUCTURE ........................................................................................................................................................... 471
OFFER PROCEDURE .......................................................................................................................................................... 476
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ...................................................................... 499
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION ........ 502
SECTION IX – OTHER INFORMATION ....................................................................................................................... 539
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................................................. 539
DECLARATION ................................................................................................................................................................. 542SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation,
rules, guidelines or policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended,
supplemented or re-enacted from time to time, and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein shall have, to the
extent applicable, the same meaning ascribed to such terms under the SEBI ICDR Regulations, the Companies
Act, the SCRA, the Depositories Act and the rules and regulations made thereunder.
Notwithstanding the foregoing, the terms used in chapters titled “Objects of the Offer”, “Basis for Offer Price”,
“Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain
Corporate Matters”, “Restated Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and
Material Developments”, “Other Regulatory and Statutory Disclosures”, “Offer Procedure”, and “Description
of Equity Shares and Terms of the Articles of Association” beginning on pages 118, 136, 149, 155, 246, 258, 300,
404¸ 435¸ 449¸476 and 502 respectively, shall have the meaning ascribed to them in the relevant section.
General Terms
Term Description
“Our Company”, “the APPL Containers Limited, a company incorporated under the provisions of the
Company” “APPL” or “the Companies Act, 2013 and having its Registered Office situated at Survey
Issuer” or “the Issuer No.131-B, 132, 132P1, Near Khodiyar Mandir, Bhavnagar-Rajkot Highway,
Company” Shampara (Khodiyar), Shampara, Vartej, Bhavnagar-364060, Gujarat, India.
Unless otherwise indicated or the context otherwise indicates, requires or
implies, references to “we” “our” or “us” refer to (1) for any period prior to
August 14, 2025 (the effective date of acquiring 100% Equity Capital of
Aawadkrupa Plastomech Private Limited), is a reference to our Company, on
a standalone basis, and (2) for any period on or after August 14, 2025 (the
“We” or “us” or “our” effective date of acquiring 100% Equity Capital of Aawadkrupa Plastomech
Private Limited), is a reference to our Company together with our Subsidiary,
on a consolidated basis, as of and for the relevant years covered by the Restated
Financial Information. Accordingly, unless stated otherwise, all financial and
operational statistics for Fiscal 2025, Fiscal 2024, and Fiscal 2023 are
presented on a standalone basis.
Company Related Terms
Term Description
“Articles” or “Articles of
Articles of association of our Company, as amended from time to time.
Association” or “AoA”
The Audit committee of our Board, as described in “Our Management-
“Audit Committee”
Committees of the Board – Audit Committee” on page 276.
“Auditor” or “Statutory The statutory auditor of our Company, being M/s J. Vasania & Associates,
Auditor” Chartered Accountants, having firm registration number 117332W
Such banks which are disclosed as Bankers to the Company in “General
“Bankers to the Company”
Information – Bankers to the Company” on page 97.
“Board” or “Board of The board of directors of our Company, as constituted from time to time,
Directors” including any duly constituted committees thereof.
2Term Description
“Chairman” or “Chairman” or “Chairperson” of our Company being Hasmukhbhai
“Chairperson” Meghjibhai Viradiya.
Chief Financial Officer of our Company being, Dhaval Jayeshbhai Parekh. For
“Chief Financial Officer” or
details see, “Our Management – Key Managerial Personnel and Senior
“CFO”
Management” on page 283.
Company secretary and compliance officer of our Company being, Divya
“Company Secretary and
Reejwani. For details see, “Our Management - Key Managerial Personnel and
Compliance Officer”
Senior Management” on page 283.
“Corporate Social The Corporate Social Responsibility Committee of our Board, as described in
Responsibility Committee” “Our Management - Committees of the Board – Corporate Social
or “CSR Committee” Responsibility Committee” on page 280.
Directors on our Board, as appointed from time to time. For details see, “Our
“Director(s)”
Management” on page 263.
“Equity Shareholders” or
Persons holding Equity Shares of our Company.
“Shareholders”
“Equity Shares” Equity shares of our Company of face value of ₹ 10/- each.
Executive director(s) of our Company. For details, see “Our Management -
“Executive Director”
Board of Directors” beginning on page 263.
The Group Companies of our Company (other than subsidiary) in accordance
“Group Companies” with the SEBI ICDR Regulations. For details, see the “Our Group Companies”
beginning on page 297.
“Independent Chartered Independent Chartered Accountant being, Sanjeev Shriram Verma & Co.,
Accountant” or “ICA” Chartered Accountants having firm registration number 003953C
“Independent Chartered
Independent Chartered Engineer being, HAM & Engineers Inc.
Engineer” or “ICE”
Non-Executive, Independent directors of our Board appointed as per
“Independent Directors”
Companies Act, 2013 and SEBI Listing Regulations. For details, see “Our
Management - Board of Directors” beginning on page 263.
The IPO Committee of our Board. For details see “Our Management -
“IPO Committee”
Committees of the Board –IPO Committee” on page 281.
International Securities Identification Number. The ISIN for equity shares in
“ISIN”
this case being INE1HT701013.
“Key Management Key managerial personnel of our Company in terms of SEBI ICDR
Personnel” or “Key Regulations and Companies Act, 2013, and as described in the “Our
Managerial Personnel(s)” or Management - Key Managerial Personnel and Senior Management” on page
“KMP(s)” 283.
“Key Performance Key financial and operational performance indicators of our Company, as
Indicators” or “KPIs” included in “Basis for Offer Price” beginning on page 136.
The Managing Director of our Company, Hasmukhbhai Meghjibhai Viradiya.
“Managing Director”
For details see “Our Management – Board of Directors” on page 263.
The manufacturing facility of our Company located at Survey No.131-
“Manufacturing Facility” B,132,132P1, Near Khodiyar Mandir, Bhavnagar-Rajkot Highway, Shampara
(Khodiyar), Shampara, Vartej, Bhavnagar-364060, Gujarat, India
“Material Subsidiary” or
The Material Subsidiary of our Company as on the date of this Draft Red
“Subsidiary” or “our
Herring Prospectus, namely Aawadkrupa Plastomech Private Limited. See
Subsidiary” or “Wholly
“History and Certain Corporate Matters – Subsidiary of Our Company” on
Owned Subsidiary” or
page 260.
“WOS” or “Aawadkrupa”
The policy adopted by our Board on August 25, 2025 for the identification of,
“Materiality Policy”
(a) material outstanding litigation proceedings in each case involving our
3Term Description
Company, our Promoters, our directors or our Subsidiary; and (b) for the
identification of material creditors, pursuant to the disclosure requirements
under the SEBI (ICDR) Regulations, 2018 in this Draft Red Herring
Prospectus.
“MoA” or “Memorandum of
Association” or Memorandum of Association of our Company, as amended.
“Memorandum”
Nomination and remuneration committee of our Board constituted in
“Nomination and
accordance with SEBI Listing Regulations and Companies Act. For details see,
Remuneration Committee”
“Our Management - Committees of the Board – Nomination and Remuneration
or “NRC”
Committee” on page 278.
Non-Executive, Non-Independent directors of our Board. For details see, “Our
“Non-Executive Directors”
Management – Board of Directors” beginning on page 263.
“Practicing Company Practicing Company Secretary being, M/s. Sachapara & Associates, Company
Secretary” or “PCS” Secretary having firm registration number F13160.
Proforma Financial Statements comprises of Proforma Balance Sheet as at
March 31, 2025 and March 31, 2024 and the Proforma Statement of Profit and
“Proforma Financial Loss for the year ended March 31, 2025 and March 31, 2024, read with related
Statements” notes to the Proforma Financial Statements. For further information relating to
applicable Proforma adjustments, see “Proforma Financial Statement” on
page 382.
Such Persons and entities which constitute the promoter group of our Company
“Promoter Group” pursuant to Regulation 2(1) (pp) of the SEBI ICDR Regulations. For further
details see, “Our Promoters and Promoter Group” beginning on page 287.
The promoters of our Company, being Hasmukhbhai Meghjibhai Viradiya,
Vallabhbhai Meghjibhai Viradiya, Vaibhav Vallabhbhai Viradiya, Manishaben
“Promoter” or “Promoters”
Viradiya, Saritaben Viradiya, Ektaben Vaibhavbhai Viradiya, Tejasbhai
or “Our Promoters”
Vallabhbhai Viradiya and Tirthraj Hasmukhbhai Viradiya. For details, see “Our
Promoters and Promoter Group” beginning on page 287.
The registered office of our Company located at Survey No.131-B,132,132P1,
“Registered Office” Near Khodiyar Mandir, Bhavnagar-Rajkot Highway, Shampara (Khodiyar),
Shampara, Vartej, Bhavnagar-364060, Gujarat, India.
“Registrar of Companies” or
Registrar of Companies, Gujarat at Ahmedabad.
“RoC”
The Restated Financial Information of Assets and Liabilities of our Company
as at March 31, 2025, March 31, 2024 and March 31, 2023; the Restated
Information of Profit and Loss (including other comprehensive income), the
Restated Information of Changes in Equity and the Restated Information of
Cash Flow for the Fiscal ended on March 31, 2025, March 31, 2024 and March
“Restated Financial
31, 2023 along with the summary statement of significant accounting policies
Information” or “Restated
and other explanatory information prepared in accordance with the Companies
Financial Statement”
Act, 2013, Ind AS and restated in accordance with requirements of Section 26
of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations
and the Guidance Note on Reports in Company Prospectuses (Revised 2019)
issued by ICAI, each as amended, included in “Restated Financial
Information” beginning on page 300.
Selling shareholders of our Company, being Hasmukhbhai Meghjibhai
“Selling Shareholders” or Viradiya, Vallabhbhai Meghjibhai Viradiya, Manishaben Viradiya, Vaibhav
“Promoter Selling Vallabhbhai Viradiya, Saritaben Viradiya, Ektaben Vaibhavbhai Viradiya,
Shareholders” Tejasbhai Vallabhbhai Viradiya and Tirthraj Hasmukhbhai Viradiya, who are
also Promoters of our Company.
4Term Description
Senior Management of our company in terms of Regulation 2 (1) (bbbb) of the
“Senior Management” or
SEBI ICDR Regulation, 2018, as identified in “Our Management-Key
“SMP(s)”
Managerial Personnel and Senior Management” on page 283.
Stakeholders Relationship Committee of our Board constituted in accordance
“Stakeholders’ Relationship with SEBI Listing Regulations and Companies Act. For details see, “Our
Committee” Management - Committees of the Board – Stakeholders Relationship
Committee” on page 279.
Whole-time director(s) of our Company. For details see, “Our Management –
“Whole-time Director(s)”
Board of Directors” beginning on page 263.
“You” or “Your” or “Yours” Prospective investors in the Offer.
Offer Related Term
Term Description
The abridged prospectus means a memorandum containing such salient features
“Abridged Prospectus”
of prospectus as may be specified by the SEBI in this regard.
The slip or document issued by a Designated Intermediary(ies) to a Bidder as
“Acknowledgement Slip”
proof of registration of the Bid cum Application Form.
Advance authorization as defined in Para 4.03 of Chapter 4 of the Foreign
“Advance Authorisation”
Trade Policy, 2023
“Advance Authorisation Advance authorisation license is a license issued to a person who avails benefit
License” under the Advance Authorisation scheme.
“Allocation” or “Allocation The Allocation of Equity Shares of our Company pursuant to Offer of Equity
of Equity Shares” Shares to the successful Bidders.
Unless the context otherwise requires, allotment of Equity Shares pursuant to
“Allot” or “Allotment” or
Fresh Issue and transfer of the Offered Shares pursuant to the Offer for Sale to
“Allotted”
the successful Bidders.
The account(s) opened with the Banker(s) to the Offer, into which the
application money lying credit to the Escrow Account(s) and amounts blocked
“Allotment Account(s)” by Application Supported by Blocked Amount in the ASBA Account, with
respect to successful Applicants will be transferred on the Transfer Date in
accordance with Section 40(3) of the Companies Act, 2013.
Note or advice or intimation of Allotment, sent to the successful Bidders who
“Allotment Advice” have been or are to be Allotted the Equity Shares after approval of Basis of
Allotment by Designated Stock Exchange.
“Allottee(s)” A successful Bidder to whom the Equity Shares are Allotted.
Qualified Institutional Buyers, applying under the Anchor Investor Portion in
“Anchor Investor(s)” accordance with the requirements specified in the SEBI ICDR Regulations and
the Red Herring Prospectus who has Bid for an amount of at least ₹ 1000 lakhs.
The price at which Equity Shares will be allocated to Anchor Investors in terms
“Anchor Investor Allocation
of the Red Herring Prospectus and the Prospectus, which will be decided by our
Price”
Company and Selling Shareholders in consultation with the BRLMs.
Bid cum Application form used by an Anchor Investor to make a Bid in the
“Anchor Investor Application
Anchor Investor Portion, and which will be considered as an application for
Form”
Allotment in terms of the Red Herring Prospectus and the Prospectus.
“Anchor Investor Bid/ Offer The date, one Working Day prior to the Bid/ Offer Opening Date, on which
Period” or “Anchor Investor Bids by Anchor Investors shall be submitted and allocation to Anchor Investors
Bidding Date” shall be completed.
Final price at which the Equity Shares will be Allotted to Anchor Investors in
“Anchor Investor Offer Price”
terms of the Red Herring Prospectus and the Prospectus, which price will be
5Term Description
equal to or higher than the Offer Price but not higher than the Cap Price.
The Anchor Investor Offer Price will be decided by our Company in
consultation with the BRLMs.
With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding
“Anchor Investor Pay-in
Date, and in the event the Anchor Investor Allocation Price is lower than the
Date”
Offer Price, not later than two Working Days after the Bid/Offer Closing Date.
Up to 60% of the QIB Portion which may be allocated by our Company and
Selling Shareholders in consultation with the BRLMs, to Anchor Investors and
the basis of such allocation will be on a discretionary basis by our Company, in
consultation with the BRLMs, in accordance with the SEBI ICDR Regulations.
“Anchor Investor Portion”
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations.
An Application, whether physical or electronic, used by ASBA Bidders to make
“Application Supported by a Bid and authorizing an SCSB to block the Bid Amount in the ASBA Account
Blocked Amount” or “ASBA and will include amounts blocked upon acceptance of UPI Mandate Request by
the UPI Bidders.
Bank account maintained with an SCSB by an ASBA Bidder, as specified in
the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount
“ASBA Account” mentioned in the relevant ASBA Form and includes the account of the UPI
Bidders which is blocked upon acceptance of a UPI Mandate Request made by
the UPI Bidders using the UPI Mechanism.
“ASBA Bid” A Bid made by an ASBA Bidder.
“ASBA Bidders” All Bidders except Anchor Investors.
Application form, whether physical or electronic, used by ASBA Bidders to
“ASBA Form” submit Bids, which will be considered as the application for Allotment in terms
of the Red Herring Prospectus and the Prospectus.
“Banker(s) to the Offer” or
Collectively, Escrow Collection Bank, Refund Bank, Public Offer Account
“Refund Banker to the Offer”
Bank and Sponsor Bank, as the case may be.
or “Public Offer Bank”
Basis on which Equity Shares will be Allotted to successful Bidders under the
“Basis of Allotment”
Offer, as described in “Offer Procedure” beginning on page 476.
Indication to make an offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor
Bidding date by an Anchor Investor, pursuant to submission of the Anchor
Investor Application Form, to subscribe to or purchase the Equity Shares at a
“Bid(s)”
price within the Price Band, including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations and in terms of the Red Herring
Prospectus and the Bid cum Application Form. The term “Bidding” shall be
construed accordingly.
The highest value of Bids as indicated in the Bid cum Application Form and
“Bid Amount” payable by the Bidder or as blocked in the ASBA Account of the ASBA Bidder,
as the case may be, upon submission of the Bid.
Anchor Investor Application Form and/or the ASBA Form, as the context
“Bid cum Application Form”
requires.
[●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity
“Bid Lot”
Shares of face value of ₹ 10 each thereafter.
“Bidding” The process of making the Bid.
“Bid/ Offer Closing Date” Except in relation to any Bids received from the Anchor Investors, the date after
6Term Description
which the Designated Intermediaries will not accept any Bids, being [●], which
shall be published in all editions of [●], an English national daily newspaper,
all editions of [●], a Hindi national daily newspaper and all editions of [●], a
regional daily newspaper, (Gujarati being the regional language of Gujarat,
where our Registered Office is situated), each with wide circulation.
In case of any revision, the extended Bid/Offer Closing Date will be widely
disseminated by notification to the Stock Exchanges, by issuing a public notice,
and also by indicating the change on the websites of the BRLMs and at the
terminals of the other members of the Syndicate and by intimation to the
Designated Intermediaries and the Sponsor Bank, which shall also be notified
in an advertisement in the same newspapers in which the Bid/Offer Opening
Date was published, as required under the SEBI ICDR Regulations.
Our Company, in consultation with the BRLMs, may consider closing the Bid/
Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date in
accordance with the SEBI ICDR Regulations.
Except in relation to any Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids, being [●], which
shall be published in all editions of [●], an English national daily newspaper,
“Bid/Offer Opening Date”
all editions of [●], a Hindi national daily newspaper and all editions of [●], a
regional daily newspaper, (Gujarati being the regional language of Gujarat
where our Registered Office is situated), each with wide circulation.
Except in relation to Bid received from Anchor Investors, the period between
the Bid/ Offer Opening Date and the Bid/ Offer Closing Date, inclusive of both
days, during which prospective ASBA Bidders can submit their Bids, including
“Bid/ Offer Period” any revisions thereof, in accordance with the SEBI ICDR Regulations and the
terms of the Red Herring Prospectus.
Provided however, that the Bidding shall be kept open for a minimum of three
Working Days for all categories of Bidders, other than Anchor Investors.
Any prospective investor who makes a Bid pursuant to the terms of the Red
“Bidder (s)” or
Herring Prospectus and the Bid cum Application Form and unless otherwise
“Applicant(s)”
stated or implied, which includes an ASBA Bidder and an Anchor Investor.
Centres at which the Designated Intermediaries shall accept the ASBA Forms,
“Bidding Centres” or i.e., Designated Branches for SCSBs, Specified Locations for the Syndicate,
“Collection Centres” Broker Centres for Registered Brokers, Designated RTA Locations for RTAs
and Designated CDP Locations for CDPs.
“Book Building Process” or The Book building process as described in Part A of Schedule XIII of the SEBI
“Book Building Method” ICDR Regulations, in terms of which the Offer is being made.
“Book Running Lead Book Running Lead Managers to the Offer in this case being Cumulative
Managers” or “BRLMs” Capital Private Limited and Shannon Advisors Private Limited.
Centres notified by the Stock Exchanges where ASBA Bidders can submit the
ASBA Forms to a Registered Broker, provided that retail individual bidders
may only submit ASBA Forms at such broker Centres if they bidding using the
UPI Mechanism.
“Broker Centres”
The details of such Broker Centres, along with the names and contact details of
the Registered Brokers are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com).
Notice or intimation of allocation of the Equity Shares sent to Anchor Investors,
“CAN” or “Confirmation of
who have been allocated the Equity Shares, on or after the Anchor Investor
Allocation Note”
Bid/Offer Date.
7Term Description
The higher end of the Price Band i.e. ₹ [●] per Equity Share, subject to any
revisions thereto, above which the Offer Price and the Anchor Investor Offer
“Cap Price” Price will not be finalised and above which no Bids will be accepted. The Cap
Price shall be at least 105% of the Floor Price and less than or equal to 120% of
the Floor Price
The cash escrow and sponsor bank agreement dated [●] entered into amongst
our Company, the Selling Shareholders, the BRLMs, the Bankers to the Offer,
“Cash Escrow and Sponsor the Syndicate Member(s) and Registrar to the Offer for, inter alia, collection of
Bank Agreement” the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer
Account and where applicable, refund of the amounts collected from the Anchor
Investors, on the terms and conditions thereof.
“CCPL” or “Cumulative Cumulative Capital Private Limited
Capital”
“Client ID” Client identification number of the Bidders beneficiary account.
A depository participant as defined under the Depositories Act, 1996 registered
with SEBI and who is eligible to procure Bids at the Designated CDP Locations
“Collecting Depository in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
Participant” or “CDP” 2015 issued by SEBI as per the list available on the respective websites of the
Stock Exchanges, (www.bseindia.com & www.nseindia.com), as updated from
time to time.
The Offer Price, authorised by our Company, in consultation with the BRLMs,
which shall be any price within the Price Band. Only Retail Individual Investors
Bidding in the Retail Portion are entitled to Bid at the Cut- off Price. No other
category of Bidders is entitled to Bid at the Cut-off Price.
“Cut-off Price”
Only Retail Individual Bidders bidding in the Retail Portion are entitled to Bid
at the Cut-off Price. QIBs (including Anchor Investor) and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price.
Such branches of the SCSBs which shall collect the ASBA Forms, a list of
“Designated Branches of the which is available on the website of SEBI at
SCSBs” or “Designated https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
SCSB Branches” and updated from time to time, or at such other website as may be prescribed
by SEBI from time to time.
Details of the Bidders including the Bidder’s address, name of the Bidder’s
“Demographic Details” father/husband, investor status, occupation, bank account details, PAN and UPI
ID, wherever applicable.
Such locations of the Collecting Depository Participants (CDPs) where ASBA
Bidders can submit the ASBA Forms, provided that Retail Individual Bidders
may only submit ASBA Forms at such locations if they are Bidding using the
UPI Mechanism.
“Designated CDP Locations”
The details of such Designated CDP Locations, along with names and contact
details of the Collecting Depository Participants are available on the respective
websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com),
as updated from time to time.
The date on which the Escrow Collection Bank(s) transfer funds from the
Escrow Account to the Public Offer Account or the Refund Account, as the case
may be, and/or the instructions are issued to the SCSBs (in case of UPI Bidders
“Designated Date”
using the UPI Mechanism, instruction issued through the Sponsor Bank) for the
transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public
Offer Account or are unblocked, as the case may be, in terms of the Red Herring
8Term Description
Prospectus and the Prospectus after finalisation of the basis of allotment in
consultation with Designated Stock Exchange, following which Equity Shares
will be allotted in the Offer.
In relation to ASBA Forms submitted by Individual Bidders (IBs) (not using
the UPI mechanism) authorizing an SCSB to block the Bid Amount in the
ASBA Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by IBs (bidding using UPI Mechanism)
“Designated where the Bid Amount will be blocked upon acceptance of UPI Mandate
Intermediary(ies)” Request by such IB using the UPI Mechanism, Designated Intermediaries shall
mean Syndicate, sub-syndicate / agents, Registered Brokers, CDPs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders,
Designated Intermediaries shall mean Syndicate, sub-syndicate / agents,
SCSBs, Registered Brokers, the CDPs and RTAs.
Such locations of the RTAs where Bidders can submit the ASBA Forms to
RTAs, provided that IBs may only submit ASBA Forms at such locations if
they are Bidding using the UPI Mechanism.
“Designated RTA Locations”
The details of such Designated RTA Locations, along with names and contact
details of the RTAs are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com respectively) as
updated from time to time.
“Designated Stock [●]
Exchange”
This Draft Red Herring Prospectus dated September 25, 2025 filed with the
SEBI and Stock Exchanges and issued in accordance with the SEBI ICDR
“Draft Red Herring
Regulations, which does not contain complete particulars of the price at which
Prospectus” or “DRHP”
our Equity Shares will be allotted and the size of the Offer, including any
addenda or corrigenda thereto.
FPIs that are eligible to participate in this Offer in terms of applicable laws,
“Eligible FPI(s)”
other than individual, corporate bodies and family offices.
NRI(s) from jurisdictions outside India where it is not unlawful to make an
Offer or invitation under the Offer and in relation to whom Bid cum Application
“Eligible NRI(s)”
Form and the Red Herring Prospectus will constitute an invitation to subscribe
to or to purchase the Equity Shares.
The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the
Escrow Collection Bank(s) and in whose favour the Anchor Investors will
“Escrow Account(s)”
transfer money through direct credit/ NEFT/ RTGS/NACH in respect of Bid
Amounts when submitting a Bid.
Bank(s) which are clearing members and registered with SEBI as banker(s) to
an Offer under the Securities and Exchange Board of India (Bankers to an Offer)
“Escrow Collection Bank(s)”
Regulations, 1994 and with whom the Escrow Account will be opened, in this
case being [●].
Bidder whose name shall be mentioned in the Bid cum Application Form or the
“First Bidder” or “Sole
Revision Form and in case of joint Bids, whose name shall also appear as the
Bidder”
first holder of the beneficiary account held in joint names.
The lower end of the Price Band, subject to any revision(s) thereto, not being
less than the face value of Equity Shares of face value of ₹ 10 each, at or above
“Floor Price”
which the Offer Price and the Anchor Investor Offer Price will be finalised and
below which no Bids will be accepted.
9Term Description
A company or person, as the case may be, categorized as a fraudulent borrower
by any bank or financial institution or consortium thereof, in terms of the Master
“Fraudulent Borrower”
Directions on “Frauds – Classification and Reporting by commercial banks and
select FIs” dated July 1, 2016.
The Fresh issue of up to 12,50,000 Equity Shares of face value of ₹ 10/- each
“Fresh Issue” for cash at a price of ₹ [●]/- each (including premium of ₹ [●]/- per Equity
Share) aggregating to ₹ [●] Lakhs by our Company.
“Fugitive Economic A fugitive economic offender as defined under the Fugitive Economic
Offender” Offenders Act, 2018.
The General Information Document for investing in public issues prepared and
issued in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37)
dated March 17, 2020 issued by SEBI, suitably modified and updated pursuant
“General Information
to, among others, the circular no. (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated
Document” or “GID”
March 30, 2020 issued by SEBI and the UPI circulars as amended from time to
time. The General Information Document shall be available on the websites of
the Stock Exchanges, and the BRLMs.
“Gross Proceeds” or “Gross Gross Proceeds of the Fresh Issue that will be available to our Company
Proceeds of the Fresh Issue”
“ICRA” ICRA Analytics Limited.
The report titled “Global and India Shipping Industry” dated September 19,
2025 prepared by ICRA, appointed by our Company pursuant to an engagement
letter dated May 12, 2025, commissioned for by our Company. The ICRA
Report is available on the website of our Company at
“ICRA Report”
https://www.applcontainers.com/assets/documents/investors-
downloads/global-and-india-shipping-industry.pdf and has also been included
in “Material Contracts and Documents for Inspection – Material Documents in
relation to the Offer” on page 539.
The mobile applications which may be used by bidders to submit Bids using the
“Mobile App” UPI Mechanism as provided under ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
“Monitoring Agency” [●] being a credit rating agency registered with SEBI.
“Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring
Agreement” Agency prior to filing of the Red Herring Prospectus.
A Mutual fund registered with SEBI under the SEBI (Mutual Funds)
“Mutual Fund(s)”
Regulations, 1996, as amended from time to time.
Up to 5% of the Net QIB Portion, or [●] Equity Shares which shall be available
“Mutual Fund Portion” for allocation to Mutual Funds only, on a proportionate basis, subject to valid
Bids being received at or above the Offer Price.
“NAV” or “Net Asset Value” Net asset value per share represents net assets divided by total number of shares
at the end of the year. Net assets is total assets minus current liability minus
non-current liability minus capital reserve minus foreign currency translation
reserve minus non-controlling interest. Total number of shares at the end of the
year is the number of equity shares outstanding at the end of the year plus
weighted average number of potential equity shares on account of compulsory
convertible preference shares / share pending issue.
Gross Proceeds of the Fresh Issue less our Company’s share of the Offer
“Net Proceeds” or “Net
expenses. For further details regarding the use of the Net Proceeds and the Offer
Proceeds of the Fresh Issue”
expenses, see chapter “Objects of the Offer” beginning on page 118.
The QIB Portion less the number of Equity Shares of face value of ₹ 10 each
“Net QIB Portion”
allocated to the Anchor Investors.
10Term Description
“Non-Institutional Bidders” All Bidders that are not QIBs or IBs and who have Bid for Equity Shares of face
or “Non-Institutional value of ₹ 10 each for an amount of more than ₹ 2 Lakh (but not including NRIs
Investors” or “NIIs” other than Eligible NRIs).
The portion of the Offer, being not less than 15% of the Offer or not less than
[●] Equity Shares of face value of ₹ 10 each, which are available for allocation
on a proportionate basis to Non-Institutional Bidders, subject to valid Bids
being received at or above the Offer Price of which one third shall be available
“Non-Institutional Portion”
for allocation to bidders with an application size of more than ₹ 2 lakhs and up
to ₹ 10 lakhs and two third shall be available for allocation to bidders with an
application size of more than ₹ 10 lakhs in accordance with the SEBI ICDR
Regulations, subject to valid bids received at or above the Offer Price.
A person resident outside India, as defined under FEMA and includes FPIs,
“Non-Resident”
VCFs, FVCIs and NRI.
“OCB” or “Overseas A company, partnership, society or other corporate body owned directly or
Corporate Body” 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 Offer.
The Initial Public Offer of up to 38,10,000 Equity Shares of face value of ₹ 10
“Offer” or “Offer Size” or
each, for cash at a price of ₹ [●]/-per Equity Share (including premium of ₹ [●]/-
“Initial Public Offer” or
per Equity Share) aggregating up to ₹ [●] Lakhs comprising the Fresh Issue and
“IPO”
Offer for Sale.
Agreement dated September 16, 2025, entered amongst our Company, the
“Offer Agreement” Selling Shareholders and the BRLMs, pursuant to which certain arrangements
have been agreed to in relation to the Offer.
The Offer for Sale of up to 25,60,000 Equity Shares of face value of ₹ 10/- each
for cash at a price of ₹ [●]/- each (including premium of ₹ [●]/- per Equity
“Offer for Sale” or “OFS” or
Share) aggregating up, to ₹ [●] Lakhs offered for sale by the Selling
“Offered Shares”
Shareholders in the Offer. For further details, see “The Offer” beginning on
page 82.
The final price (within the price band) at which Equity Shares will be Allotted
to successful ASBA Bidders (except for the Anchor Investors) as determined
by the books building process by our company and Selling Shareholders in
consultation with the BRLMs in terms of the Red Herring Prospectus on the
“Offer Price” pricing date.
Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer
Price, which will be decided by our Company and Selling Shareholders in
consultation with the BRLMs in terms of the Red Herring Prospectus.
The proceeds of the Fresh Issue which shall be available to our Company and
the proceeds of the Offer for Sale (net of their respective portion of Offer-related
expenses and relevant taxes thereon) which shall be available to each of the
“Offer Proceeds” or “Gross Selling Shareholders in proportion to the respective portion of Offered Shares
Proceeds” of each such Selling Shareholder.
For further information about use of the Offer Proceeds, see “Objects of the
Offer” beginning on page 118.
Investors other than Individual Investors. These include Bidders other than
“Other Investors” Individual Investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for.
11Term Description
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited
“Person” or “Persons” 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.
The price band of a minimum price of ₹ [●] per Equity Share (i.e. the Floor
Price) and the maximum price of ₹ [●] per Equity Share (i.e. the Cap Price)
including any revisions thereof.
The price band and the minimum bid lot size for the Offer will be decided by
our Company and Selling Shareholders in consultation with the BRLMs and
“Price Band” will be advertised, at least two working days prior to the Bid/ Offer opening
date, which shall be published in all editions of [●], the English national daily
newspaper, all editions of [●], the Hindi national daily newspaper and all
editions of [●], the Regional daily newspaper, (Gujarati being the regional
language of Gujarat, where our Registered Office is situated), each with wide
circulation and shall be made available to the stock exchanges for the purpose
of uploading on their respective websites.
Date on which our Company in consultation with the BRLMs will finalize the
“Pricing Date”
Offer Price.
Aggregate of 20% of the fully diluted post- Offer Equity Share capital of our
Company that is eligible to form part of the minimum promoter’s contribution,
“Promoters Contribution” as required under the provisions of the SEBI ICDR Regulations, held by our
Promoters, which shall be locked in for a period of 18 months from the date of
Allotment.
Prospectus dated [●] to be filed with the RoC on or after the Pricing Date in
accordance with provisions of Section 26 of the Companies Act, 2013 and the
“Prospectus” SEBI ICDR Regulations containing, inter alia, the Offer Price, the size of the
Offer and certain other information, including any addenda or corrigenda
thereto.
Bank account to be opened with the Public Offer Account Bank, under Section
“Public Offer Account(s)” 40(3) of the Companies Act to receive monies from the Escrow Account and
ASBA Accounts on the Designated Date.
The bank with whom the Public Offer Account(s) will be opened for collection
“Public Offer Account
of Bid Amounts from the Escrow Account(s) and ASBA Accounts on the
Bank(s)”
Designated Date, in this case being [●].
The portion of the Offer, being not more than 50% of the Offer or not more than
[●] Equity Shares of face value of ₹ 10 each which shall be allotted to QIBs on
a proportionate basis, including the Anchor Investor Portion (in which
“QIB Portion”
allocation shall be on a discretionary basis, as determined by our Company, in
consultation with the BRLMs), subject to valid Bids being received at or above
the Offer Price.
“Qualified Institutional Qualified Institutional Buyers as defined under Regulation 2(1)(ss) of the SEBI
Buyers” or “QIBs” or “QIB ICDR Regulations.
Bidders”
In the event our Company and Selling Shareholders in consultation with the
“QIB Bid/ Offer Closing BRLMs decides to close bidding by QIBs one day prior to the bid/ Offer closing
Date” date, the date one day prior to the bid/ Offer Closing date; otherwise, it shall be
the same as the bid/ Offer closing date.
“Red Herring Prospectus” or The Red Herring Prospectus dated [●] to be issued in accordance with Section
“RHP” 32 of the Companies Act, and SEBI ICDR Regulations, which will not have
12Term Description
complete particulars of the price at which the Equity Shares will be allotted
including any addenda or corrigenda thereto.
The Red Herring Prospectus will be filed with the RoC at least three Working
Days before the Bid/ Offer Opening Date and will become the Prospectus upon
filing with the RoC after the Pricing Date including any agenda or corrigenda
thereto.
Account to be opened with the Refund Bank(s), from which refunds, if any, of
“Refund Account(s)”
the whole or part of the Bid Amount to the Anchor Investors shall be made.
The bank(s) which are clearing members registered with SEBI under the SEBI
“Refund Bank(s)” BTI Regulations, with whom the Refund Account(s) will be opened, in this case
being [●].
Stock brokers registered with SEBI under the Securities and Exchange Board
of India (Stock Brokers and Sub-Brokers) Regulations, 1992 and the stock
“Registered Brokers” exchanges having nationwide terminals, other than the Members of the
Syndicate and eligible to procure Bids in terms of Circular No.
CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI.
Agreement dated September 16, 2025, entered amongst our Company, the
“Registrar Agreement” or Selling Shareholders and the Registrar to the Offer, in relation to the
“RTA Agreement” responsibilities and obligations of the Registrar to the Offer pertaining to the
Offer.
Registrar and share transfer agents registered with SEBI and eligible to procure
Bids at the Designated RTA Locations in terms of, among others, circular no.
“Registrar and Share Transfer
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI
Agents”
and available on the websites of NSE at www.nseindia.com and BSE at
www.bseindia.com.
“Registrar to the Offer” or
Bigshare Services Private Limited
“Registrar” or “RTA”
“Retail Individual Bidder(s)” Individual Bidders, who have Bid for the Equity Shares for an amount which is
or “RIB(s)” or “Retail not more than ₹ 2 Lakhs in any of the bidding options in the Offer (including
Individual Investors” or HUFs applying through their Karta and Eligible NRIs) and does not include
“RIIs” NRIs (other than Eligible NRIs).
The portion of Offer, being not less than 35% of the Offer or not less than [●]
Equity Shares of face value of ₹ 10 each, available for allocation to RIBs as per
“Retail Portion”
SEBI ICDR Regulations, subject to valid Bids being received at or above the
Offer Price.
Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their Bid cum Application Form(s) or any previous Revision
Form(s), as applicable.
“Revision Form”
QIBs bidding in QIB portion and NIBs bidding in non-institutional portion are
not permitted to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage. RIBs can revise their Bids during the
Bid/ Offer Period and withdraw their Bids until Bid/Offer Closing Date.
Sale deeds dated June 23, 2025, whereby our Company has purchased the
Registered Office and Manufacturing Facility from Hasmukhbhai Meghjibhai
“Sale Deed” or “Sale Deeds”
Viradiya and Vallabhbhai Meghjibhai Viradiya, who are also the Promoters and
Directors of our Company.
“SAPL” Shannon Advisors Private Limited
“Self-Certified Syndicate The banks registered with SEBI, which offer the facility of ASBA services,
Bank(s)” or “SCSBs” Article I. in relation to ASBA, where the Bid Amount will be blocked
13Term Description
by authorising an SCSB, a list of which is available on the website of SEBI
at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFp
i=yes&intmId=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFp
i=yes&intmId=35 as applicable and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time,
Article II. in relation to RIBs using the UPI Mechanism, a list of which
is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFp
i=yes&intmId=40 or such other website as may be prescribed by SEBI
and updated from time to time.
Applications through UPI in the Offer can be made only through the SCSBs
mobile applications (apps) whose name appears on the SEBI website. A list of
SCSBs and mobile application, which, are live for applying in public Offer
using UPI Mechanism is provided as Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022. The said list is
available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=43 and updated from time to time and such other website as may be
prescribed by SEBI from time to time.
Share escrow agent to be appointed pursuant to the Share Escrow Agreement,
“Share Escrow Agent”
namely, [●].
Agreement dated [●] to be entered amongst our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the transfer of the
“Share Escrow Agreement”
respective portion of Offered Shares by the Selling Shareholders and credit of
such Equity Shares to the demat account of the Allottees.
Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders,
“Specified Locations”
a list of which is included in the ASBA Form.
Banker to the Offer registered with SEBI which is appointed by our company
to act as a conduit between the Stock Exchanges and the National Payments
“Sponsor Bank” Corporation of India in order to push the UPI mandate request and/or payment
instructions of the RIBs using the UPI, and carry out other responsibilities, in
terms of the UPI Circulars, in this case being [●].
“Stock Exchanges” Together, the BSE and the NSE.
The sub syndicate members, if any, appointed by the BRLMs and the Syndicate
“Sub Syndicate”
Members, to collect ASBA Forms and Revision Forms
“Syndicate” or “Members of Together, the BRLMs and the Syndicate Members.
the Syndicate”
Agreement dated [●], entered into amongst our Company, the Selling
Shareholders, the Registrar to the Offer, the BRLMs and the members of the
“Syndicate Agreement”
Syndicate in relation to the procurement of Bid cum Application Forms by the
Syndicate.
Intermediaries (other than BRLMs) registered with SEBI who are permitted to
“Syndicate Members” accept bids, applications and place orders with respect to the Offer and carry
out activities as underwriters namely, [●].
“Underwriters” [●]
Agreement dated [●], entered into amongst the Underwriters, Our Company and
“Underwriting Agreement” the Selling Shareholders on or after pricing date but before filing of the
Prospectus with the ROC.
14Term Description
Unified payments interface which is an instant payment mechanism, developed
“UPI”
by NPCI.
Collectively, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019, the SEBI RTA Master Circular and SEBI ICDR Master Circular,
along with the circular issued by the National Stock Exchange of India Limited
“UPI Circulars” having reference no. 25/2022 dated August 3, 2022, and the circular issued by
BSE Limited having reference no. 20220803-40 dated August 3, 2022, and any
subsequent circulars or notifications issued by SEBI and Stock Exchanges in
this regard.
ID created on the UPI for single-window mobile payment system developed by
“UPI ID”
NPCI.
A request (intimating the RIB by way of a notification on the UPI linked mobile
application as disclosed by SCSBs on the website of SEBI and by way of a SMS
directing the RIB to such UPI linked mobile application) to the RIB using the
“UPI Mandate Request”
UPI Mechanism) initiated by the Sponsor Bank to authorise blocking of funds
equivalent to Bid Amount in the relevant ASBA account through the UPI linked
mobile application, and subsequent debit of funds in case of Allotment.
The bidding mechanism that may be used by UPI Bidders to make the bid in the
“UPI Mechanism”
Offer in accordance with the UPI Circulars.
“UPI PIN” Password to authenticate UPI transaction.
A company or person, as the case may be, categorized as a willful defaulter by
“Willful Defaulter” any bank or financial institution or consortium thereof, in terms of regulation
2(1) (lll) of the SEBI ICDR Regulations.
All days on which commercial banks in Mumbai are open for business;
provided however, with reference to (a), announcement of Price Band; and (b)
Bid/ Offer Period, “Working Day” shall mean all days, excluding Saturdays,
Sundays and public holidays, on which commercial banks in Mumbai are open
“Working Day(s)”
for business; and (c), the time period between the Bid/ Offer Closing Date and
the listing of the Equity Shares on the Stock Exchanges, “Working Day” shall
mean all trading days of the Stock Exchanges, excluding Sundays and bank
holidays, as per circulars issued by SEBI.
Technical, industry related terms or abbreviations
Term Description
“LBS” or “lbs” Pounds
B2B Business to Business
BESS Battery Energy Storage Systems
BOQ Bill of Quantities
C.Y. Calendar Year
CAGR Compound annual growth rate
CSR Corporate social responsibility
Cu.Ft Cubic Feet
DCMEPL DCM Containers & Engineering Pvt. Ltd
DFT Dry Film Thickness
DLM Door Lock Mechanism
DSSPL Diamondblue Shipping Solutions Pvt. Ltd
EPFO Employee Provident Fund Organisation
ft feet
GeM Government e-Marketplace Portal
GIDC Gujarat Industrial Development Corporation
15Term Description
GPS Global Positioning System
IOX Indian Ocean Express
JWL Jupiter Wagons Ltd
KCTL Kalyani Cast Tech Ltd
Kg Kilogram
kw AC Kilowatt Alternating Current
kw DC Kilowatt Direct Current
Ltr Liter
LWH Length, Width and Height
m Meter
mm Millimeter
mpa Megapascal
Nos. Numbers
ONE Ocean Network Express
PDI Pre-Dispatch Inspection (PDI)
R&D Research & Development
RFP Request for Proposal
SCI Shipping Corporation of India
SIPL SYMCON Industries Pvt. Ltd
sq. mt. Square Meter
Key Performance Indicators (As identified in the Basis for Offer Price section)
Term Description
Revenue from Operations Revenue from Operations is used by our management to track the revenue profile
of the business and in turn helps assess the overall financial performance of our
Company and size of our business.
Growth in Revenue from Growth in Revenue from Operations provides information regarding the growth
Operations of our business for the respective period.
Gross Profit Gross Profit provides information regarding the profits from services/goods
provided by the Company.
Gross Profit Margin Gross Profit Margin is an indicator of the profitability of services/goods provided
by the Company.
EBITDA EBITDA provides information regarding the operational efficiency of the
business.
EBITDA Margin EBITDA Margin is an indicator of the operational profitability and financial
performance of our business.
Profit After Tax Profit after tax provides information regarding the overall profitability of the
business.
PAT Margin PAT Margin is an indicator of the overall profitability and financial performance
of our business.
RoE RoE provides how efficiently our Company generates profits from shareholders’
funds.
RoCE ROCE provides how efficiently our Company generates earnings from the
capital employed in the business.
Net Fixed Asset Turnover Net Fixed Asset turnover ratio is indicator of the efficiency with which our
Company is able to leverage its assets to generate revenue from operations.
Net Working Capital Days Net working capital days indicates the working capital requirements of our
Company in relation to revenue generated from operations.
16Term Description
Operating Cash Flows Operating cash flows provides how efficiently our company generates cash
through its core business activities.
Debt/Equity Debt/Equity ratio provides the ratio of Company’s outstanding debt to its
shareholders’ equity and is used to measure the financial leverage of the
Company
Earnings per Share (Basic Earnings per Share provides information regarding how efficiently our company
& Diluted) generate earnings on each weighted average number of Equity Shares
outstanding.
Operating Profit before Operating Profit before Working Capital Changes provides information
Working Capital Changes regarding how much cash profit generated by our company from his business
operations.
NAV per Equity Share NAV per Equity Share provides information regarding how much our company
net assets value on each weighted average number of Equity Shares outstanding.
Net Worth Net Worth represents value of our company.
Net Debt/Equity Net Debt to Equity is a measure of our Company’s capital structure and financial
leverage. It reflects the extent to which our Company is funded through debt
versus net worth
Return on Net Worth Return on Net Worth ratio is indicator of how efficiently our Company generates
earnings from the Net Worth in the business.
No. of Containers Sold No. of containers sold is indicator of containers sold during the period.
Conventional and General Term or Abbreviations
Term Description
“₹”, “Rs.”, “Rupees” or Indian Rupees, the official currency of the Republic of India
“INR”
AIFs Alternative Investments Funds, as defined in, and registered under the SEBI AIF
Regulations
AGM Annual general meeting
AOP Association of Persons
ASBA Application Supported by Blocked Amount
B.com Bachelor of commerce
BRLMs Book Running Lead Managers, collectively being Cumulative Capital Private
Limited and Shannon Advisors Private Limited.
BSE BSE Limited
B.tech or B. Tech Bachelor of Technology
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the
SEBI AIF Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under
the SEBI AIF Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under
the SEBI AIF Regulations
CAGR Compound Annual Growth Rate
CCI Competition Commission of India
CBDT Central Board of Direct Taxes
CBIC Central Board of Indirect Taxes and Customs
CCPL Cumulative Capital Private Limited
CDSL Central Depository Services (India) Limited
CDP Collecting Depository Participants
CIN Corporate Identity Number
17Term Description
Companies Act, 1956 Erstwhile Companies Act, 1956 along with the relevant rules made thereunder.
“Companies Act” or Companies Act, 2013, as amended, along with the relevant rules made
“Companies Act, 2013” thereunder
CSR Corporate Social Responsibility
CWC Central Warehousing Corporation
CY Current Year
Draft DPDP Rules Draft Digital Personal Data Protection Act, 2023
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996, as amended
DIN Director Identification Number
DPDP Act or DPDP Digital Personal Data Protection (Act of 2025) which is yet to be enforced by the
Government of India)
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce
and Industry, Government of India
DP ID Depository Participant’s Identification
DP or Depository
A depository participant as defined under the Depositories Act
Participant
EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization
EBITDA Margin Earnings Before Interest, Taxes, Depreciation and Amortization Margin
EGM / EOGM Extraordinary General Meeting
EPS Earnings Per Share
ESIC Employees’ State Insurance Corporation
ESOP Employee Stock Option Plan
ESPS Employee Stock Purchase Scheme
FCNR Foreign Currency Non-Resident Account
FDI Foreign direct investment
FDI Circular The consolidated FDI Policy, issued by the Department of Promotion of Industry
and Internal Trade, Ministry of Commerce and Industry, Government of India,
and any modifications thereto or substitutions thereof, issued from time to time
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations
thereunder
“FEMA Non-debt Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as
Instruments Rules” or amended
“FEMA NDI Rules”
FEMA Regulations FEMA Non-debt Instruments Rules, the Foreign Exchange Management (Mode
of Payment and Reporting of Non debt Instruments) Regulations, 2019 and the
Foreign Exchange Management (Debt Instruments) Regulations, 2019, as
applicable
“Fiscal” or “Fiscal Year” Unless stated otherwise, the period of 12 months ending March 31 of that
or “FY” or “Financial particular year
Year”
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
Fugitive Economic An individual who is declared a fugitive economic offender under section 12 of
Offender the Fugitive Economic Offenders Act, 2018
FVCI Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
FVTOCI Financial assets at fair value through other comprehensive income
GDP Gross domestic product
“GoI” or “Government” or Government of India
“Central Government”
18Term Description
GST Goods and services tax
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards, as issued by the International
Accounting Standards Board
Income Tax Act The Income-tax Act, 1961, read with the rules framed there
Income Tax Rules The Income-tax Rules, 1962
Ind AS 24 Indian Accounting Standard 24- Related Party Disclosures
Ind AS 34 Indian Accounting Standard 34 – Interim Financial reporting
“Ind AS” or “Indian Indian Accounting Standards notified under Section 133 of the Companies Act,
Accounting Standards” 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as
amended and other relevant provisions of the Companies Act, 2013
Ind AS Rules The Companies (Indian Accounting Standards) Rules, 2015
India Republic of India
Indian GAAP/ IGAAP Accounting Standards notified under Section 133 of the Companies Act, 2013,
read together with Rule 7 of the Companies (Accounts) Rules, 2014, as amended
and Companies (Accounting Standards) Amendment Rules, 2016, as amended
IPO Initial public offering
IST Indian Standard Time
IT Information Technology
IT Act The Income-tax Act, 1961, as amended
KPI Key Performance Indicators
KYC Know your customer
MCA Ministry of Corporate Affairs, GoI
Mn or mn Million
MoA Memorandum of Association
MSMEs Micro, Small, and Medium Enterprises
Mutual Funds Mutual funds registered under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996, as amended
N.A. Not applicable
NAV Net Assets Value
NACH National Automated Clearing House
NII Non-Institutional Investors
NEFT National Electronic Funds Transfer
NPCI National Payments Corporation of India
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
p.a. Per annum
PAN Permanent Account Number
PAT Profit After Tax
PAT Margin Profit After Tax Margin
P/E Price/earnings
P/E Ratio Price to Earnings ratio
PFCE Private Final Consumption Expenditure
PFCI Passive foreign investment company
PSUs Public Sector Units
RoE Return on Equity
RoCE Return on Capital Employed
RBI The Reserve Bank of India
19Term Description
RBI Act The Reserve Bank of India Act, 1934, as amended
Regulation S Regulation S under the U.S. Securities Act
“RoNW” or “Return on Restated profit attributable to equity holders of the parent divided by total equity
Net Worth” attributable to equity holders of the parent.
RTGS Real Time Gross Settlement
SAPL Shannon Advisors Private Limited
SCRA Securities Contracts (Regulation) Act, 1956, as amended
SCRR Securities Contracts (Regulation) Rules, 1957, as amended
SCSB Self-Certified Syndicate Banks
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Offer) Regulations, 1994,
as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019, as amended
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI ICDR Master SEBI master circular bearing number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
Circular dated November 11, 2024
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
or “LODR” or “SEBI Requirements) Regulations, 2015, as amended
(LODR) Regulations”
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992,
Regulations as amended
SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/MIRSD-
PoD/P/CIR/2025/91 dated June 23, 2025
SEBI SBEB & SE Securities and Exchange Board of India (Share Based Employee Benefits and
Regulations Sweat Equity) Regulations, 2021, as amended
SME Small and Medium Enterprises
Stamp Act The Indian Stamp Act, 1899
State Government The government of a state in India
Stock Exchanges Together, BSE and NSE
STT Securities transaction tax
TAN Tax deduction account number
“U.S.A.”, “U.S.”, “US” or United States of America
“United States of
America”
U.S. GAAP Generally Accepted Accounting Principles in the United States
U.S. SEC Securities and Exchange Commission of the United States of America
U.S. Securities Act United States Securities Act of 1933, as amended
“USD” or “US$” United States Dollars
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI
VCF Regulations or the SEBI AIF Regulations, as the case may be
Wilful Defaulter or Wilful defaulter or fraudulent borrower as defined under Regulation 2(1)(lll) of
Fraudulent Borrower the SEBI ICDR Regulations
Year/ Calendar Year The 12-month period ending December 31
20CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION
CERTAIN CONVENTIONS
All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India and its
territories and possessions. All references to the “Government”, “Indian Government”, “GOI”, “Central
Government” or the “State Government” are to the Government of India, central or state, as applicable. All
references to the “U.S.”, “US”, “U.S.A” or “United States” are to the United States of America and its territories
and possessions.
Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time
(“IST”). Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar
year.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page
numbers of this Draft Red Herring Prospectus.
FINANCIAL AND OTHER DATA
Unless stated or the context requires otherwise, the financial information and financial ratios in this Draft Red
Herring Prospectus are derived from our Restated Financial Information. For further information, see “Restated
Financial Information” beginning on page 300.
Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references to a particular financial year (referred to herein as “Fiscal”, “Fiscal Year”, “Financial Year”, “F.Y.”),
unless stated otherwise, are to the 12-months period ended on March 31 of that particular year, unless otherwise
specified. Unless stated otherwise, or the context requires otherwise, all references to a “year” in this Draft Red
Herring Prospectus are to a calendar year.
Unless the context requires otherwise, the financial information in this Draft Red Herring Prospectus is derived
from the Restated Financial Information of our Company and Proforma Financial Statements of our Company
and the restated statements of profits and losses (including other comprehensive income), the restated statement
of cash flows, the restated statement of changes in equity as for the financial years ended March 31, 2025, March
31, 2024 and March 31, 2023, the summary statement of significant accounting policies and other explanatory
information relating to such financial periods, prepared in accordance with Ind AS, and restated in accordance
with the requirements of Section 26 of Part I of Chapter III of the Companies Act, the SEBI ICDR Regulations
and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended
from time to time.
The Restated Financial Information has been prepared to comply in all material respects with the Indian
Accounting Standards as prescribed under Section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015 (as amended from time to time), presentation requirements of division II of Schedule III
to the Companies Act, 2013, as applicable to the financial statements and other relevant provisions of the
Companies Act, 2013. For Fiscal ended March 31, 2025, our Company prepared its financial statements in
accordance with the Ind AS and for Fiscal ended March 31, 2024 and March 31, 2023, our Company prepared its
financial statements in accordance with accounting standards referred to in paragraph 7 of the Companies
(Accounts) Rules, 2014 (Previous GAAP) notified under section 133 of the Companies Act, 2013.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not
provide reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to
explain those differences or quantify their impact on the financial data included in this Draft Red Herring
Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our
Company’s financial data. The degree to which the financial information included in this Draft Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with
Indian accounting policies and practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance
by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this
21Draft Red Herring Prospectus should, accordingly, be limited. Further, any figures sourced from third-party
industry sources may be rounded off to other than two decimal points to conform to their respective sources.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and
Analysis of Financial Position and Results of Operations” on pages 39, 206 and 409, respectively, and elsewhere
in this Draft Red Herring Prospectus, unless otherwise stated or context requires otherwise, have been calculated
on the basis of our Restated Financial Information.
NON-GAAP FINANCIAL MEASURES
This Draft Red Herring Prospectus contains certain non-GAAP financial measures and certain other statistical
information relating to our operations and financial performance like EBITDA, EBITDA Margin, Gross Margin,
Net Debt, Net Worth, Return on Assets, Return on Capital Employed and Return on Equity and certain other
statistical information relating to our operations and financial performance (together, “Non-GAAP Measures”),
and other industry metrics relating to our operations and financial performance presented in this Draft Red Herring
Prospectus are a supplemental measure of our business, performance and liquidity that are not required by, or
presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures and other
industry metrics are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or
IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the
years/ period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance
with Ind AS, Indian GAAP, or IFRS. In addition, these Non-GAAP Measures and other industry metrics are not
standardised terms, hence a direct comparison of similarly titled Non-GAAP Measures and other industry metrics
between companies may not be possible. Other companies may calculate the Non-GAAP Measures and other
industry metrics differently from us, limiting their utility as comparative measures. These non-GAAP financial
measures relating to our operations and financial performance may not be computed on the basis of any standard
methodology that is applicable across industry. Therefore, such non-GAAP measures may not be comparable to
financial measures and statistical information of similar nomenclature that may be computed and presented by
other entities in India or elsewhere. Although the Non-GAAP Measures and other industry metrics are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate
a company’s operating performance. For further details see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on page 409 and “Other Financial Information” on page 401. For further
details see “Risk Factors– We have in this Draft Red Herring Prospectus included certain non-GAAP financial
measures and certain other industry measures related to our operations and financial performance. These non-
GAAP measures and industry measures may vary from any standard methodology that is applicable across the
industry in which we operate, and therefore may not be comparable with financial or industry related statistical
information of similar nomenclature computed and presented by other companies” on page 66.
INDUSTRY AND MARKET DATA
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from the report titled “Global and India Shipping Industry” prepared by ICRA Analytics Limited dated
September 19, 2025 (“ICRA Report”) and publicly available information as well as other industry publications
and sources. A copy of the ICRA Report is available on the website of our Company at www.applcontainers.com.
The ICRA Report has been exclusively commissioned at the request of our Company and paid for by our Company
for an agreed fee, pursuant to a master subscription agreement dated May 12, 2025 entered into between ICRA
and our Company, for the purposes of confirming our understanding of the industry in which our Company
operates, exclusively in connection with this Offer. The ICRA Report has been prepared exclusively for the
purpose of understanding the industry in connection with the Offer. The ICRA Report is available on the website
22of our Company at the following web-link: www.applcontainers.com until the Bid/Offer Closing Date. Unless
otherwise indicated, all financial, operational, industry and other related information derived from the ICRA
Report and included in this Draft Red Herring Prospectus with respect to any particular year, refers to such
information for the relevant calendar year. ICRA is an independent agency and is not related to our Company or
our Promoters, Directors, Key Managerial Personnel, Senior Management, or the BRLMs. There are no parts,
data or information which may be relevant for the proposed Offer, that have been left out or changed in any
manner.
ICRA vide letter dated September 19, 2025, has accorded their no objection and consent to use the ICRA Report,
in full or in part, in relation to the Offer.
The ICRA Report provides the following disclaimer:
“All information contained in the Report has been obtained by ICRA Analytics Limited from sources believed by
ICRA Analytics Limited to be true, accurate and reliable and after exercise of due care and diligence by us.
Although reasonable care has been taken to ensure that the information therein is true, such information is
provided ‘as is’ without any warranty of any kind, and in particular, makes no representation or warranty, express
or implied, as to the accuracy, timeliness or completeness of any such information. All information contained
therein must be construed solely as statements of opinion and not any recommendation for investment. ICRA
Analytics Limited shall not be liable for any losses incurred by users from any use of the Report or its contents”.
Please refer to the section titled “Risk Factors No. 47 – Certain sections of this Draft Red Herring Prospectus
disclose information from the ICRA Report which has been prepared exclusively for the Offer and commissioned
and paid for by us exclusively in connection with the Offer and any reliance on such information for making an
investment decision in the Offer is subject to inherent risks” on page 66.
In accordance with the SEBI ICDR Regulations, the section “Basis for Offer Price” on page 136, includes
information relating to our peer group companies and industry averages. Such information has been derived from
publicly available sources and accordingly, no investment decision should be made solely on the basis of such
information.
CURRENCY AND UNITS OF PRESENTATION
All references to “Rupees” or “₹” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “$”, “U.S. Dollar”, “US$”, “USD” or “U.S. Dollars” are to United States Dollars, the
official currency of the United States of America.
In this Draft Red Herring Prospectus, our Company has presented certain numerical information. All figures have
been expressed in Lakhs. One lakh represents ‘1 Lakh’ or 1,00,000. However, where any figures that may have
been sourced from third-party industry sources are expressed in denominations other than lakhs, such figures
appear in this Draft Red Herring Prospectus expressed in such denominations as provided in their respective
sources.
EXCHANGE RATES
This Draft Red Hering Prospectus may contain conversions of certain other currency amounts into Indian Rupees
that have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These
conversions should not be construed as a representation that such currency amounts could have been, or can be
converted into Indian Rupees, at any particular rate, or at all.
The exchange rates of USD into Indian Rupees for the periods indicated are provided below:
Exchange rate as at*
Currency
March 31, 2025 March 31, 2024 March 31, 2023
USD 85.58 83.37 82.22
Source: www.fbil.org.in and www.rbi.org.in
Note: Exchange rate is rounded off to two decimal places.
*In case March 31 or any date of any of the respective years is a public holiday, the previous working day, not
being a public holiday, has been considered.
23FORWARD LOOKING STATEMENT
This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may
be described as “forward-looking statements”. These forward-looking statements include statements which can
generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”,
“could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek
to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly, statements
that describe the strategies, objectives, plans or goals of our Company are also forward-looking statements. All
statements regarding our expected financial conditions, results of operations, business plans and prospects are
forward-looking statements. These forward-looking statements include statements as to our business strategy,
plans, revenue and profitability (including, without limitation, any financial or operating projections or forecasts)
and other matters discussed in this Draft Red Herring Prospectus that are not historical facts. However, these are
not the exclusive means of identifying 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.
These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from
those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties associated
with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries we cater
and our ability to respond to them, our ability to successfully implement our strategies, our growth and expansion,
technological changes, our exposure to market risks, general economic and political conditions in India and
globally, which have an impact on our business activities or investments, the monetary and fiscal policies of India,
inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates
or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations
and taxes, changes in competition in our industry and incidence of any natural calamities, pandemic and/or acts
of violence.
Certain important factors that could cause actual results to differ materially from our expectations include, but are
not limited to, the following:
1. We derive a substantial portion of our revenue from our Subsidiary and a limited number of customers. In
Fiscal 2025, over 88.19% of our revenue came from manufacturing of containers on a job-work basis for
our Subsidiary and we had a total of 8 customers. If one or more of such customers choose not to source
their requirements from us or to terminate our contracts or purchase orders our business, cash flows,
financial condition and results of operations may be adversely affected.
2. We depend on a certain limited set of suppliers for the supply of raw materials, of which over 77.26% were
sourced from our top 10 suppliers in Fiscal 2025. Any loss of suppliers or interruptions in the timely delivery
of supplies and services could have an adverse impact on our business, financial condition, cash flows and
results of operations.
3. Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded
manufacturing capacities could have an adverse effect on our business, future prospects and future financial
performance.
4. We operate in a working capital-intensive business, and our ability to sustain optimal working capital levels
is critical to our operations. Any failure to effectively manage our working capital requirements could
adversely impact our business prospects, operational results, and financial condition
5. Our manufacturing facility is currently concentrated in the state of Gujarat at Bhavnagar. Any significant
social, political, economic or seasonal disruption, natural calamities or civil disruptions in Gujarat could
have an adverse effect on our business, results of operations, financial condition and cash flows.
6. We had undertaken manufacturing of containers on a job-work basis for our Subsidiary in the past and
compensated our Subsidiary on account of liquidated damages levied by its customer for delays in execution
24of an order, and we may be subject to similar risks in the future which may materially and adversely affect
our financial condition and results of operations.
7. We are entitled to certain export incentives for a specified period of time. Expiry or early withdrawal of such
subsidies or export incentives may adversely affect our business, financial condition and results of
operations. Further, our inability to fulfil our export obligations, amounting to ₹ 201.93 Lakhs (FOB), under
Advance Authorization Licenses, could subject us to payment of customs duties together with interest thereby
adversely impacting our business, financial condition and results of operations.
8. Our Subsidiary has undertaken container manufacturing and trading activities which is ultra vires to the
objects mentioned in the MOA of our Subsidiary and any adverse action by regulatory authorities including
imposition of penalties or fines, may have financial implications on our Subsidiary, and its directors.
9. In the past, we have obtained the approvals required under environmental laws in relation to our
manufacturing units with certain delay. Any such failure to comply with environmental laws and/or the terms
and conditions of approvals issued under such environmental laws and regulations could subject us to
penalties and other regulatory actions, impact our ability to obtain or renew such approvals in a timely
manner/ at all and may also adversely affect our ability to operate our units and consequently affect our
results of operations.
10. There are outstanding litigations involving our Company, Subsidiary and Promoters. An adverse outcome
in any of these proceedings may affect our reputation and standing and impact our future business and could
have a material adverse effect on our business, financial condition, cash flows and results of operations.
For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 39, 206
and 409, respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could be materially
different from those that have been estimated. Forward-looking statements reflect our current views as of the date
of this Draft Red Herring Prospectus and are not a guarantee of future performance. These statements are based
on our management’s belief and assumptions, which in turn are based on currently available information. Although
we believe that the assumptions on which such statements are based are reasonable, any such assumptions as well
as statements based on them could prove to be inaccurate.
Neither our Company, our Promoters, our Directors, the Selling Shareholders nor the BRLMs 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. In accordance with the SEBI ICDR Regulations, our Company will ensure that investors
in India are informed of material developments pertaining to our Company and the Equity Shares forming part of
the Offer from the date of this Draft Red Herring Prospectus until the time of the grant of listing and trading
permission by the Stock Exchanges. Further, each of the Selling Shareholders shall severally and not jointly,
inform the Company and the BRLMs of material developments from the date of the Red Herring Prospectus in
relation to the statements and undertakings specifically made or confirmed by such Selling Shareholders in the
Draft Red Herring Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges
for this Offer.
In accordance with regulatory requirements of the SEBI and as prescribed under the applicable law, our
Company will ensure that investors in India are informed of material developments from the date of filing of
this Draft Red Herring Prospectus until the date of Allotment. In accordance with the requirements of SEBI,
each of the Selling Shareholders will ensure that investors are informed of material developments in relation
to the statements and undertakings specifically undertaken or confirmed by it in this Draft Red Herring
Prospectus until the date of Allotment. Only statements and undertakings which are specifically confirmed or
undertaken by each of the Selling Shareholders to the extent of information pertaining to it and/or its respective
portion of the Offered Shares, as the case may be, in this Draft Red Herring Prospectus shall be deemed to be
statements and undertakings made by such Selling Shareholder.
25SUMMARY OF OFFER DOCUMENT
The following is a general summary of the terms of the Offer and is not exhaustive, nor does it purport to contain
a summary of all the disclosures in this Draft Red Herring Prospectus or all details relevant for prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Draft Red Herring Prospectus, including in “Risk Factors”, “The Offer”,
“Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and
Promoter Group”, “Restated Financial Information”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, “Outstanding Litigation and Material Developments”, “Offer Procedure”,
and “Description of Equity Shares and Terms of Articles of Association” beginning on pages 39, 82, 102, 118,
155, 206, 287, 300, 409, 435, 476 and 502, respectively.
SUMMARY OF THE BUSINESS OF OUR COMPANY
We are a manufacturing company with a primary focus on container manufacturing, operating through our
manufacturing facility located at Bhavnagar, Gujarat. In addition to our core manufacturing operations, we have
recently introduced container leasing services in Fiscal 2026, offering flexible leasing options designed to meet
the diverse requirements of clients. Further, through our wholly owned subsidiary, Aawadkrupa Plastomech
Private Limited, (acquired on August 14, 2025), we are also engaged in the design and manufacturing of plastic
extrusion plants and rope making machinery.
For further details, see “Our Business” on page 206.
SUMMARY OF THE INDUSTRY IN WHICH WE OPERATE
The global shipping container market reached a value of US$ 20.1 Billion in CY2024, growing at a CAGR of
0.6% during CY2019–CY2024. Looking forward, it is expected the global shipping container market to grow at
a CAGR of around 6.8% during CY2025-CY2033, to reach a value of US$ 37.4 Billion by CY2033.
For further details, see “Industry Overview” on page 155.
OUR PROMOTERS
Our Promoters are Hasmukhbhai Meghjibhai Viradiya, Vallabhbhai Meghjibhai Viradiya, Vaibhav Vallabhbhai
Viradiya, Manishaben Viradiya, Saritaben Viradiya, Ektaben Vaibhavbhai Viradiya, Tejasbhai Vallabhbhai
Viradiya and Tirthraj Hasmukhbhai Viradiya.
For further details, see “Our Promoters and Promoter Group” beginning on page 287.
OFFER SIZE
The following table summarizes the details of the Offer size:
Offer of Equity Shares (1)(2) Up to 38,10,000 Equity Shares of face value of ₹ 10 per Equity Share,
aggregating to ₹[●] lakhs*
Of Which
Fresh Issue (1) Up to 12,50,000 Equity Shares of face value of ₹10 each aggregating up to ₹
[●] lakhs
Offer for Sale(2) Up to 25,60,000 Equity Shares of face value of ₹10 each aggregating up to ₹
[●] lakhs
*Subject to finalization of Basis of Allotment.
26Notes:
1. The Offer has been authorized by a resolution of our Board of Directors passed at its meeting held on August
25, 2025 and by our Shareholders pursuant to a special resolution passed at their meeting held on August 27,
2025.
2. Our Board has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its
resolution dated September 6, 2025. For details on the consent and authorisations of the Selling Shareholders
in relation to the Offer for Sale, see “The Offer” beginning on page 82.
Each Selling Shareholder has, severally and not jointly, specifically confirmed that its respective portion of
the Offered Shares are eligible to be offered for sale in the Offer in accordance with Regulation 8 of the SEBI
ICDR Regulations. The details of the Equity Shares offered by each Selling Shareholder pursuant to the Offer
are set forth below:
Maximum number of Equity Shares of
Date of consent
Name of Selling Shareholders face value of ₹ 10/- each offered in the
letter
Offer for Sale
Hasmukhbhai Meghjibhai Viradiya Upto 5,30,000 September 6, 2025
Vallabhbhai Meghjibhai Viradiya Upto 2,60,000 September 6, 2025
Manishaben Viradiya Upto 3,75,000 September 6, 2025
Vaibhav Vallabhbhai Viradiya Upto 2,55,000 September 6, 2025
Saritaben Viradiya Upto 2,55,000 September 6, 2025
Ektaben Vaibhavbhai Viradiya Upto 2,55,000 September 6, 2025
Tejasbhai Vallabhbhai Viradiya Upto 2,55,000 September 6, 2025
Tirthraj Hasmukhbhai Viradiya Upto 3,75,000 September 6, 2025
The above table summarizes the details of the Offer. For further details, see “The Offer” and “Offer Structure” on
pages 82 and 471, respectively.
OBJECTS OF THE OFFER
The Net Proceeds from the Fresh Issue are proposed to be utilized in accordance with the details provided in the
table below:
Particulars Amount (₹ in lakhs)
Funding of incremental working capital requirements of the Company 5,500.00
Pre-payment or re-payment, in full or in part, of all or a portion of certain outstanding
1,600.00
borrowings availed by our Company
General corporate purposes (1) [●]
Net Proceeds from the Fresh Issue(1) [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the
RoC. The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds from
the Fresh Issue.
For further details, see “Objects of the Offer” on page 118.
AGGREGATE PRE-OFFER SHAREHOLDING OF OUR PROMOTERS AND SELLING
SHAREHOLDERS AS A PERCENTAGE OF THE PAID-UP OF EQUITY SHARE CAPITAL OF OUR
COMPANY.
Pre Offer
S. No Name of Shareholder Number of Equity Shares Percentage of paid-up
of face value of ₹ 10/- each Equity Share capital (%)
1. Hasmukhbhai Meghjibhai Viradiya* 27,41,080 19.97
2. Vallabhbhai Meghjibhai Viradiya* 13,84,450 10.08
3. Vaibhav Vallabhbhai Viradiya* 13,03,315 9.49
27Pre Offer
S. No Name of Shareholder Number of Equity Shares Percentage of paid-up
of face value of ₹ 10/- each Equity Share capital (%)
4. Manishaben Viradiya* 19,28,315 14.05
5. Saritaben Viradiya* 13,03,315 9.49
6. Ektaben Vaibhavbhai Viradiya* 13,03,315 9.49
7. Tejasbhai Vallabhbhai Viradiya* 13,03,315 9.49
8. Tirthraj Hasmukhbhai Viradiya* 19,28,315 14.05
TOTAL 1,31,95,420 96.12
*Also participating as Selling Shareholder in the Offer.
For further details, see “Capital Structure” on page 102.
PRE AND POST-OFFER SHAREHOLDING OF PROMOTERS AND ADDITIONAL TOP 10
SHAREHOLDERS
Pre-Offer shareholding as at the date of
Post-Offer Shareholding(3)
this Draft Red Herring Prospectus
S. Percentage At the lower end of the At the upper end of the
No. Number of of paid-up price band (₹[●]) price band (₹[●])
Name of
Equity Equity Share Number of Number of Shareholdi
Shareholder Shareholding
Shares #(2) capital (%) Equity Equity ng
(in%) *(2)
(2) Shares*# (2) Shares* # (2) (in%)*(2)
Promoters and Promoter Group (1)
1. Hasmukhbhai 27,41,080 19.97 [●] [●] [●] [●]
Meghjibhai
Viradiya
2. Vallabhbhai 13,84,450 10.08 [●] [●] [●] [●]
Meghjibhai
Viradiya
3. Vaibhav 13,03,315 9.49 [●] [●] [●] [●]
Vallabhbhai
Viradiya
4. Manishaben 19,28,315 14.05 [●] [●] [●] [●]
Viradiya
5. Saritaben 13,03,315 9.49 [●] [●] [●] [●]
Viradiya
6. Ektaben 13,03,315 9.49 [●] [●] [●] [●]
Vaibhavbhai
Viradiya
7. Tejasbhai 13,03,315 9.49 [●] [●] [●] [●]
Vallabhbhai
Viradiya
8. Tirthraj 19,28,315 14.05 [●] [●] [●] [●]
Hasmukhbhai
Viradiya
Additional top 10 Shareholders
1. Reina R 1,35,000 0.98 [●] [●] [●] [●]
Jaisinghani
2. MAIQ Growth 1,15,100 0.84 [●] [●] [●] [●]
Scheme-Long
Only
28Pre-Offer shareholding as at the date of
Post-Offer Shareholding(3)
this Draft Red Herring Prospectus
S. Percentage At the lower end of the At the upper end of the
No. Number of of paid-up price band (₹[●]) price band (₹[●])
Name of
Equity Equity Share Number of Number of Shareholdi
Shareholder Shareholding
Shares #(2) capital (%) Equity Equity ng
(in%) *(2)
(2) Shares*# (2) Shares* # (2) (in%)*(2)
3. NKA 67,250 0.49 [●] [●] [●] [●]
Resources
LLP
4. Dhanesha 58,000 0.42 [●] [●] [●] [●]
Advisory LLP
5. Strategic Sixth 23,500 0.17 [●] [●] [●] [●]
Sense Capital
Fund
6. Ketan V 23,250 0.17 [●] [●] [●] [●]
Thakkar-Prop
7. Rushabh 17,500 0.13 [●] [●] [●] [●]
Rajubhai Shah
8. Himanshu 11,500 0.08 [●] [●] [●] [●]
Chawla
9. Mukesh Goel 11,500 0.08 [●] [●] [●] [●]
HUF
10. Sunil Kumar 11,500 0.08 [●] [●] [●] [●]
Gupta HUF
*The post-Offer shareholding shall be updated in the Prospectus.
# Equity Share(s) of face value of ₹ 10/- each.
Notes:
(1) There are no Promoter Group shareholders.
(2) Includes all options that have been exercised until date of Draft Red Herring Prospectus and any transfers of
equity shares by existing shareholders until date of Draft Red Herring Prospectus.
(3) Based on the Offer price of ₹[●] and subject to finalization of the basis of allotment.
DETAILS OF THE SELLING SHAREHOLDER
The Selling Shareholder has consented to participate in the Offer for Sale in the following manner:
No. of Equity
Name of the Selling Shares of face No. of Equity Shares
Type Date of Consent Letter
Shareholder value of ₹ 10/- each Offered
held
Hasmukhbhai
Promoter September 6, 2025 27,41,080 Upto 5,30,000
Meghjibhai Viradiya
Vallabhbhai
Promoter September 6, 2025 13,84,450 Upto 2,60,000
Meghjibhai Viradiya
Manishaben Viradiya Promoter September 6, 2025 13,03,315 Upto 3,75,000
Vaibhav Vallabhbhai
Promoter September 6, 2025 19,28,315 Upto 2,55,000
Viradiya
Saritaben Viradiya Promoter September 6, 2025 13,03,315 Upto 2,55,000
Ektaben Vaibhavbhai
Promoter September 6, 2025 13,03,315 Upto 2,55,000
Viradiya
29No. of Equity
Name of the Selling Shares of face No. of Equity Shares
Type Date of Consent Letter
Shareholder value of ₹ 10/- each Offered
held
Tejasbhai Vallabhbhai
Promoter September 6, 2025 13,03,315 Upto 2,55,000
Viradiya
Tirthraj Hasmukhbhai
Promoter September 6, 2025 19,28,315 Upto 3,75,000
Viradiya
The Selling Shareholder has confirmed that the Equity Shares proposed to be offered and sold in the Offer are
eligible in terms of SEBI (ICDR) Regulations and that they have not been prohibited from dealings in securities
market and the Equity Shares offered and sold are free from any lien, encumbrance or third-party rights. The
Promoter Selling Shareholder has also severally confirmed that they are the legal and beneficial owners of the
Equity Shares being offered by them under the Offer for Sale.
SUMMARY OF RESTATED FINANCIAL INFORMATION
The following details are derived from the Restated Financial Information:
Financial Year ended March 31,
Particulars
2025 2024 2023
Share Capital (₹ in Lakhs) 250.00 250.00 250.00
Net Worth (₹ in Lakhs) 5,483.54 2,199.12 457.92
Revenue from Operations (₹ in Lakhs) 6,902.56 4,039.44 452.84
Profit After Tax (₹ in Lakhs) 3,282.54 1,738.77 208.34
Earnings Per Share (Basic & Diluted) (₹) 26.26 13.91 3.30
Net Assets Value per Equity Shares (₹) 43.87 17.59 7.25
Total Borrowings (₹ in Lakhs) 1,978.02 2,034.87 528.72
For further details, see “Restated Financial Information” on page 300.
QUALIFICATIONS OF THE STATUTORY AUDITORS WHICH HAVE NOT BEEN GIVEN EFFECT
TO IN THE RESTATED FINANCIAL INFORMATION
There are no qualifications of Statutory Auditors which have not been given effect to in the Restated Financial
Information.
SUMMARY OF OUTSTANDING LITIGATION
A summary of outstanding litigation proceedings involving our Company, Directors, Promoters, Subsidiary and
Key Managerial Personnel and members of Senior Management as on the date of this Draft Red Herring
Prospectus:
Disciplinary
actions by
the SEBI or Aggregate
Statutory or Stock Material amount
Name of Criminal Tax
regulatory Exchanges in Civil involved
Entity Proceedings Proceedings
proceedings last 5 years, litigations (₹ in
including Lakhs) *
outstanding
action
Company
By our Not
Nil Nil Nil Nil Nil
Company applicable
Against our Not
1 1** Nil Nil 125
Company applicable
Promoters
30Disciplinary
actions by
the SEBI or Aggregate
Statutory or Stock Material amount
Name of Criminal Tax
regulatory Exchanges in Civil involved
Entity Proceedings Proceedings
proceedings last 5 years, litigations (₹ in
including Lakhs) *
outstanding
action
By the
22 Nil Nil Nil 1 13518.5
Promoters
Against the
Nil Nil Nil Nil Nil Nil
Promoters
Directors (Other than Promoters)
By the Not
Nil Nil Nil Nil Nil
Directors applicable
Against the Not
Nil Nil Nil Nil Nil
Directors applicable
Subsidiary
By the Not
Nil Nil Nil Nil Nil
Subsidiary applicable
Against the Not
1 4 Nil Nil 200.26
Subsidiary applicable
Key Managerial Personnel other than Directors
By our Key
Not Not Not Not
Managerial Nil Nil
applicable applicable applicable applicable
Personnel
Against our
Key Not Not Not Not
Nil Nil
Managerial applicable applicable applicable applicable
Personnel
Senior Management
By members of
Not Not Not Not
our Senior Nil Nil
applicable applicable applicable applicable
Management
Against
members of Not Not Not Not
Nil Nil
our Senior applicable applicable applicable applicable
Management
*To the extent quantifiable and ascertainable
**Number of case includes notice in respect of assessment proceedings u/s 143(3) of the Income Tax Act, 1961
wherein no demand has been quantified yet.
Additionally, as on the date of this Draft Red Herring Prospectus, there are no outstanding litigations involving
the Group Companies, which may have a material impact on our Company.
For further details of the outstanding litigation proceedings involving our Company, Directors, Promoters, and
Subsidiary see “Outstanding Litigation and Material Developments” beginning on page 435.
RISK FACTORS
31Specific attention of the investors is invited to the section “Risk Factors” beginning on page 39 to have an informed
view before making an investment decision.
SUMMARY OF CONTINGENT LIABILITIES
As on the date of this Draft Red Herring Prospectus, our Company does not have any contingent liabilities in the
course of our business. For further details please refer to “Note 37 – Restated Financial Information” on page 258.
SUMMARY OF RELATED PARTY TRANSACTIONS
Related parties with whom transactions have taken place during the year:
List of Related Parties Relationship
Hasmukhbhai Meghjibhai Viradiya
Vallabhbhai Meghjibhai Viradiya
Key Management Personnel
Manishaben Viradiya
Vaibhav Vallabhbhai Viradiya
Saritaben Viradiya
Ishani Viradiya
Ektaben Vaibhavbhai Viradiya Relative of Key Management Personnel
Tejasbhai Vallabhbhai Viradiya
Bhakti Hasmukhbhai Viradiya
Aawadkrupa Plastomech Private Limited Entities on which one or more Key Managerial
Global Non Woven Fabric Private Limited Personnel ('KMP") have a significant
Patel Strap Private Limited influence/control
32Transactions with the above parties:
(Amount in ₹ lakhs, except percentages)
For the For the For the
% of % of % of
year year year
Related Related Related
Particulars ended ended ended
Party to Party to Party to
March March March
Transactions Transactions Transactions
31, 2025 31, 2024 31, 2023
Factory Rent Expense
(Repayment of lease
liability)
- Hasmukhbhai
150.00 2.17 150.00 3.71 5.25 1.16
Meghjibhai Viradiya
- Vallabhbhai
150.00 2.17 150.00 3.71 5.25 1.16
Meghjibhai Viradiya
Rent Expense
- Saritaben Viradiya 9.45 0.14 - - -
Purchase of Capital
Goods
- Aawadkrupa
Plastomech Private - - 1,169.19 28.94 482.53 106.56
Limited
Sale of services (Job
Work Charges)
- Aawadkrupa
Plastomech Private 7,627.28 110.50 5,508.27 136.36 472.05 104.24
Limited
LD Charges
- Aawadkrupa
Plastomech Private 1,673.29 24.24 1,490.93 36.91 19.21 4.24
Limited
Repayment Received
for Loan Given
- Aawadkrupa
Plastomech Private 466.50 6.76 - - 14.39 3.18
Limited
Loan Given
- Aawadkrupa
Plastomech Private 257.06 3.72 200.60 4.97 - -
Limited
Rent Security Deposit
- Hasmukhbhai
- - 73.50 1.82 - -
Meghjibhai Viradiya
- Vallabhbhai
- - 73.50 1.82 - -
Meghjibhai Viradiya
Interest Income
- Aawadkrupa
Plastomech Private 1.99 0.03 7.84 0.19 0.66 0.15
Limited
Purchase of Raw
Material
- Aawadkrupa
Plastomech Private 55.68 0.81 - - - -
Limited
33For the For the For the
% of % of % of
year year year
Related Related Related
Particulars ended ended ended
Party to Party to Party to
March March March
Transactions Transactions Transactions
31, 2025 31, 2024 31, 2023
Loan Taken
- Aawadkrupa
Plastomech Private - - - - 92.61 20.45
Limited
- Hasmukhbhai
20.30 0.29 - - - -
Meghjibhai Viradiya
- Manishaben
3.50 0.05 - - - -
Viradiya
- Global Non-Woven
35.00 0.51 - - - -
Fabric Private Limited
Loan Repaid
- Aawadkrupa
Plastomech Private - - - - 92.02 20.32
Limited
- Hasmukhbhai
20.33 0.29 - - - -
Meghjibhai Viradiya
- Manishaben
3.54 0.05 - - - -
Viradiya
- Global Non-Woven
3.50 0.51 - - - -
Fabric Private Limited
Interest Paid
- Hasmukhbhai
0.03 0.00 - - - -
Meghjibhai Viradiya
- Manishaben
0.00 - - - -
Viradiya 0.04
Sale of Product
- Aawadkrupa
Plastomech Private 133.28 1.93 - - - -
Limited
Rodtep charges
- Patel Strap Private
6.49 0.09 - - - -
Limited
Remuneration to
KMP
- Hasmukhbhai
17.40 0.25 17.40 0.43 - -
Meghjibhai Viradiya
- Vallabhbhai
17.40 0.25 0.43 - -
Meghjibhai Viradiya 17.40
- Vaibhav
11.40 0.17 11.40 0.28 - -
Vallabhbhai Viradiya
- Manishaben
5.40 0.08 5.40 0.13 - -
Viradiya
Short Term Employee
51.60 0.75 51.60 1.28 - -
Benefits
Post Employment
3.15 0.05 5.86 0.15 - -
Benefits (Gratuity)
34Outstanding Balances:
(Amount in ₹ lakhs, except percentages)
% of % of % of
As at 31 As at 31 As at 31
Related Related Related
Particulars March March March
Party to Party to Party to
2025 2024 2023
Transactions Transactions Transactions
Right of Use Assets
- Hasmukhbhai
122.01 1.77 255.35 6.32 17.56 3.88
Meghjibhai Viradiya
- Vallabhbhai
122.01
Meghjibhai Viradiya 1.77 255.35 6.32 17.56 3.88
Trade Receivables
- Aawadkrupa
Plastomech Private 358.19 5.19 156.91 3.88 209.90 46.35
Limited
Advance to Vendor
- Aawadkrupa
Plastomech Private - - - - 19.43 4.29
Limited
Lease Liability
- Hasmukhbhai
127.29 1.84 254.98 6.31 18.52 4.09
Meghjibhai Viradiya
- Vallabhbhai
127.29 1.84 257.58 6.38 18.62 4.11
Meghjibhai Viradiya
Loan Receivable
- Aawadkrupa
Plastomech Private - - 207.66 5.14 0.59 0.13
Limited
Salary Paid in
Advance
- Manishaben
- - 0.85 0.02 - -
Viradiya
Salary Payable
- Vaibhav
- - 4.50 0.11 - -
Vallabhbhai Viradiya
- Hasmukhbhai
- - 1.93 0.05 - -
Meghjibhai Viradiya
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
For further details, see “Restated Financial Information” on page 300.
ISSUANCES OF EQUITY SHARES MADE IN THE LAST ONE YEAR FOR CONSIDERATION
OTHER THAN CASH (EXCLUDING BONUS ISSUANCE)
Other than as disclosed in “Capital Structure” on page 102, our Company has not issued any Equity Shares for
consideration other than cash in the one year preceding the date of this Draft Red Herring Prospectus.
FINANCING ARRANGEMENTS
There have been no financing arrangements whereby the Promoters, 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 months immediately preceding the date of filing of this Draft Red Herring Prospectus.
35DETAILS OF PRICE AT WHICH SPECIFIED SECURITIES WERE ACQUIRED BY OUR
PROMOTERS, THE MEMBERS OF THE PROMOTER GROUP, THE SELLING SHAREHOLDERS,
AND SHAREHOLDERS WITH RIGHTS TO NOMINATE DIRECTORS OR HAVE OTHER RIGHTS
IN THE LAST THREE YEARS PRECEDING THE DATE OF THIS DRAFT RED HERRING
PROSPECTUS
As on the date of this Draft Red Herring Prospectus, there are no Shareholders with right to nominate directors or
other rights in our Company, further there is no Promoter Group holding any Equity Shares in the Company. Set
out below are details of the price at which equity shares were acquired by the Promoters and Selling Shareholders
in the last three years preceding the date of this Draft Red Herring Prospectus:
Number of Acquisition price
Name of Date of
Nature of Transaction shares* per Equity
Shareholders Acquisition
acquired Share* (in ₹)
Promoters and Selling Shareholders
Rights Issue October 12, 2022 3,52,500 10
Hasmukhbhai Private Placement July 24, 2025 48,216 2157
Meghjibhai Acquired by way of gift from August 13, 2025 2,50,000 Nil
Viradiya Ishani Hasmukhbhai Viradiya
Bonus Issue September 5, 2025 21,92,864 Nil
Vallabhbhai Rights Issue October 12, 2022 2,35,000 10
Meghjibhai Private Placement July 24, 2025 26,890 2157
Viradiya Bonus Issue September 5, 2025 11,07,560 Nil
Vaibhav Rights Issue October 12, 2022 2,35,000 10
Vallabhbhai Private Placement July 24, 2025 10,663 2157
Viradiya Bonus Issue September 5, 2025 10,42,652 Nil
Right Issue October 12, 2022 3,52,500 10
Acquired by way of gift from August 13, 2025 1,25,000 Nil
Manishaben
Bhakti Hasmukhbhai Viradiya
Viradiya
Private Placement July 24, 2025 10,663 2157
Bonus Issue September 05, 2025 15,42,652 Nil
Rights Issue October 12, 2022 2,35,000 10
Saritaben
Private Placement July 24, 2025 10,663 2157
Viradiya
Bonus Issue September 5, 2025 10,42,652 Nil
Ektaben Rights Issue October 12, 2022 2,35,000 10
Vaibhavbhai Private Placement July 24, 2025 10,663 2157
Viradiya Bonus Issue September 5, 2025 10,42,652 Nil
Tejasbhai Rights Issue October 12, 2022 2,35,000 10
Vallabhbhai Private Placement July 24, 2025 10,663 2157
Viradiya Bonus Issue September 5, 2025 10,42,652 Nil
Acquired by way of gift from August 7, 2023 1,25,000 Nil
Hasmukhbhai Meghjibhai
Viradiya
Tirthraj Acquired by way of gift from August 7, 2023 1,25,000 Nil
Hasmukhbhai Manishaben Viradiya
Viradiya Acquired by way of gift from August 13, 2025 1,25,000 Nil
Bhakti Hasmukhbhai Viradiya
Private Placement July 24, 2025 10,663 2157
Bonus Issue September 5, 2025 15,42,652 Nil
*Equity Share(s) of face value of ₹ 10/- each
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 24, 2025.
36For further details in relation to the aforesaid allotments, including in relation to acquisition cost, see “Capital
Structure - Build-up of the Equity Shareholding of our Promoters in our Company” on page 111.
WEIGHTED AVERAGE PRICE AT WHICH EQUITY SHARES WERE ACQUIRED BY THE
PROMOTERS AND SELLING SHAREHOLDERS IN THE LAST ONE YEAR PRECEDING THE
DATE OF THIS DRAFT RED HERRING PROSPECTUS
The weighted average price at which our Promoters and Selling Shareholders acquired the Equity Shares in the
last one year immediately preceding the date of this Draft Red Herring Prospectus is as follows:
Number of Equity Shares of Weighted Average Cost of
Name of Promoters and
S. No. face value of ₹ 10/- each acquisition per Equity
Selling Shareholders
Acquired in last One Year Share (in ₹) #
Promoters and Selling Shareholders
1. Vallabhbhai Meghjibhai Viradiya 11,34,450 51.13
2. Hasmukhbhai Meghjibhai Viradiya 24,91,080 41.75
3. Manishaben Viradiya 16,78,315 13.70
4. Vaibhav Vallabhbhai Viradiya 10,53,315 21.84
5. Saritaben Viradiya 10,53,315 21.84
6. Ektaben Vaibhavbhai Viradiya 10,53,315 21.84
7. Tejasbhai Vallabhbhai Viradiya 10,53,315 21.84
8. Tirthraj Hasmukhbhai Viradiya 16,78,315 13.70
# Note: The weighted average cost of acquisition of Equity Shares held by the Promoters and Selling Shareholders
has been calculated by taking the total amount of consideration paid by them in the last one year divided by the
total number of equity shares allotted by the company in the last one year.
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 22, 2025.
WEIGHTED AVERAGE COST OF ACQUISITION OF ALL EQUITY SHARES TRANSACTED IN THE
LAST ONE YEAR, 18 MONTHS AND THREE YEARS PRECEDING THE DATE OF THIS DRAFT RED
HERRING PROSPECTUS BY THE PROMOTERS, PROMOTER GROUP, SELLING
SHAREHOLDERS AND SHAREHOLDERS WITH SPECIAL RIGHTS
Range of
Weighted Average
acquisition price:
Cost of Acquisition Cap Price is ‘X’ Lowest price
times the weighted
Period per Equity Share of –
average cost of
face value of ₹ 10/- Highest price
acquisition#
each (WACA) (In ₹) (in ₹)*^
Last Three Years 40.76 [●] [●] - [●]
Last 18 Months 47.20 [●] [●] - [●]
Last One Year 47.20 [●] [●] - [●]
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 22, 2025.
*To be included once the price band information is available.
^ Acquisition price of shares acquired before bonus is adjusted for bonus of shares.
AVERAGE COST OF ACQUISITION FOR OUR PROMOTERS AND THE SELLING
SHAREHOLDERS
The average cost of acquisition per Equity Share acquired by our Promoters and the Selling Shareholders, as on
the date of this Draft Red Herring Prospectus is:
37Average cost of acquisition per
Number of Equity Shares of
Name of Shareholders Equity Share of face value of ₹
face value of ₹ 10/- each
10/- each (in ₹)
Promoters and the Selling Shareholders
Hasmukhbhai Meghjibhai Viradiya 27,41,080 39.31
Vallabhbhai Meghjibhai Viradiya 13,84,450 43.70
Vaibhav Vallabhbhai Viradiya 13,03,315 19.57
Manishaben Viradiya 19,28,315 13.87
Saritaben Viradiya 13,03,315 19.57
Ektaben Vaibhavbhai Viradiya 13,03,315 19.57
Tejasbhai Vallabhbhai Viradiya 13,03,315 19.57
Tirthraj Hasmukhbhai Viradiya 19,28,315 11.93
Note: The average cost of acquisition of Equity Shares held by the Promoters and Selling Shareholders has been
calculated by taking the average of the amounts paid by them to acquire the Equity Shares issued by the Company.
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 22, 2025.
DETAILS OF PRE-IPO PLACEMENT
Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Draft
Prospectus till the listing of the Equity Shares.
SPLIT OR 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 year preceding the date
of this Draft Red Herring Prospectus.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI
Our Company has not sought any exemption from complying with any provisions of securities laws, as on the
date of filing of this Draft Red Herring Prospectus.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
38SECTION II – RISK FACTORS
An investment in our Equity Shares involves a high degree of risk. You should carefully consider the risks described
below as well as other information as may be disclosed in this Draft Red Herring Prospectus before making an
investment in our Equity Shares. The risks described in this section are those that we consider to be material to
our business, results of operations and financial condition as of the date of this Draft Red Herring Prospectus.
The risks set out in this section may not be exhaustive and additional risks and uncertainties not presently known
to us, or which we currently deem to be immaterial, may arise or may become material in the future and may also
impair our business, results of operations and financial condition. If any or a combination of the following risks
or other risks that are not currently known or are now deemed immaterial actually occur, our business, prospects,
results of operations and financial condition, cash flows, could suffer, the trading price and the value of your
investment in our Equity Shares could decline and you may lose all or part of your investment. In order to obtain
an understanding of our Company and our business, prospective investors should read this section in conjunction
with “Industry Overview”, “Our Business”, “Key Regulations and Policies”, “Restated Financial Information”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Outstanding
Litigation and Material Developments” on pages 155, 206, 246, 300, 409 and 435, respectively, as well as the
other financial and statistical information contained in this Draft Red Herring Prospectus.
Unless otherwise indicated or the context requires otherwise, the financial information included herein is based
on our Restated Financial Information as at and for the Fiscals 2025, 2024 and 2023, included in this Draft Red
Herring Prospectus. For further information, see “Restated Financial Information” beginning on page 300. Our
fiscal year ends on March 31 of each year, and references to a particular Fiscal are to the 12 months ended March
31 of that year.
As part of our corporate restructuring initiative and strategic planning, our Company has acquired all the equity
shares of Aawadkrupa Plastomech Private Limited from its existing shareholders and effective from August 14,
2025 it became our wholly owned subsidiary. Aawadkrupa Plastomech Private Limited is managed and promoted
by substantially the same group of individuals as our own. In connection with the above, this Draft Red Herring
Prospectus includes Proforma Financial Statements as of and for the year ended March 31, 2024 and March 31,
2025, to illustrate the impact of the acquisition of Aawadkrupa Plastomech Private Limited by our Company on
our restated summary statement of profit and loss for the year ended March 31, 2025 and March 31, 2024 as if
the acquisition had been completed on April 1, 2023. The Proforma Financial Statements is presented solely for
illustrative purposes and does not purport to represent what our actual consolidated financial position, results of
operations or cash flows would have been had the transaction been completed on the date indicated, nor does it
purport to project our future financial position, results of operations or cash flows.
Accordingly, investors should not place undue reliance on the Proforma Financial Statements included in this
Draft Red Herring Prospectus as an indicator of our future performance. Actual results may differ materially from
those presented, and such differences may be material to your investment decision. For further details, see
“Financial Information – Proforma Financial Statements” and “Risk Factors – 19. The Proforma Financial
Statements included in this Draft Red Herring Prospectus is presented for illustrative purposes only and may not
accurately reflect our future financial condition, cash flows and results of operations.” on pages 382 and 54,
respectively.
Unless specified in the relevant risk factors below, we are not in a position to quantify the financial implication of
any of the risks mentioned below. Any potential investor in the Equity Shares should pay particular attention to
the fact that we are subject to a regulatory environment in India which may differ significantly from that in other
jurisdictions. In making an investment decision, prospective investors must rely on their own examinations of us
and the terms of the Offer, including the merits and the risks involved.
This Draft Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our
actual results may differ materially from those anticipated in these forward-looking statements as a result of
39certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus.
See “Forward-Looking Statements” on page 25.
Unless otherwise stated or the context otherwise requires, the financial information used in this section is derived
from our Restated Financial Information included in this Draft Red Herring Prospectus. See “Restated Financial
Information” on page 300. Our financial or fiscal year ends on March 31 of each calendar year. Accordingly,
references to a “Fiscal” or “fiscal year” are to the 12-months period ended March 31 of the relevant year.
Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Global and India Shipping Industry” dated September 19, 2025 (“ICRA Report”) prepared and released by
ICRA Analytics Limited and exclusively commissioned and paid for by us in connection with the Offer, pursuant
to an engagement letter dated May 12, 2025. A copy of the ICRA Report is available on the website of our
Company at https://www.applcontainers.com/assets/documents/investors-downloads/global-and-india-shipping-
industry.pdf The data included herein includes excerpts from the ICRA Report and may have been re-ordered by
us for the purposes of presentation. There are no parts, data or information (which may be relevant for the
proposed Offer), that has been left out or changed in any manner. Unless otherwise indicated, financial,
operational, industry and other related information derived from the ICRA Report and included herein with
respect to any particular year refers to such information for the relevant calendar year. For more information, see
“Risk Factor No. 47 — Certain sections of this Draft Red Herring Prospectus disclose information from the ICRA
Report which has been prepared exclusively for the Offer and commissioned and paid for by us exclusively in
connection with the Offer and any reliance on such information for making an investment decision in the Offer is
subject to inherent risks.” on page 66.
INTERNAL RISKS
1. We derive a substantial portion of our revenue from our Subsidiary and a limited number of customers.
In Fiscal 2025, over 88.19% of our revenue came from manufacturing of containers on a job-work basis
for our Subsidiary and we had a total of 8 customers. If one or more of such customers choose not to
source their requirements from us or to terminate our contracts or purchase orders our business, cash
flows, financial condition and results of operations may be adversely affected.
A major portion of our Company’s revenue is presently derived from manufacturing of container on a job
work basis undertaken by us for our Subsidiary. For Fiscals 2025, 2024 and 2023, revenue from job work
contributed approximately 86.26%, 99.45% and 100% of our total revenue. For details of bifurcation of our
revenue, see “Our Business – Overview” at page 206. In case of sale of products and services, our
Company’s revenues are highly dependent on a limited number of customers. For Fiscals 2025, 2024 and
2023, the details of our customers contributed towards the total revenues of our Company is tabulated
hereunder:
Percentage (%) of Total
Amount of Sales (in ₹ lakhs)
S. Revenue from Operations
Name of Customer
No. Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023
1. Aawadkrupa Plastomech Private
6087.27 4017.34 452.84 88.19 99.5 100
Limited (Customer 1)
2. Transport Corporation of India
576.67 - - 8.35 - -
Limited (Customer 2)
3. JWC Logistics Park Private
155.77 - - 2.26 - -
Limited (Customer 3)
4. Customer 4^ 53.66 - - 0.78 - -
5. Customer 5^ 18.85 - - 0.27 - -
6. Customer 6^ 7.84 0.11
40Percentage (%) of Total
Amount of Sales (in ₹ lakhs)
S. Revenue from Operations
Name of Customer
No. Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023
7. Customer 7^ 2.50 0.04
8. Customer 8*^ 0.00 22.10 - 0.00 0.5 -
TOTAL 6902.56 4039.44 452.84 100 100 100
* There is negligible sales during Fiscal 2025
^ Name of the entities not disclosed due to non-receipt of consent from such customers
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 21, 2025.
Out of the aforesaid customers, our top 1 customer contributed towards the total revenues of our Company
is approximately 100%, 99.50% and 88.19% for Fiscal 2023, Fiscal 2024 and Fiscal 2025, respectively, of
our revenue from operations. A substantial portion of our revenues is therefore concentrated, and the loss of
one or more key customers, or any reduction in demand from them, could materially impact our business
and financial performance. For details of revenue from Top 1, Top 3 and Top 5 customers, see “Our Business
– Customers” at page 240.
While we have undertaken certain job work assignments for our Subsidiary, our independent customer base
remains relatively limited and concentrated, with only 8 customers in Fiscal 2025, exposing us to higher
business and revenue risk, as the loss of, or reduction in orders from, even one key customer could adversely
affect our results of operations. Additionally, having recently commenced a new line of business in container
leasing in May 2025, this segment is in its early stages with a limited and not yet well-diversified customer
base, and its growth will depend on our ability to attract, retain, and build long-term relationships with new
customers. For details of our Company’s service, see “Service Offered by our Company – Our Business” on
page 221. However, the vintage and corporate restructuring of our Subsidiary, provide operational flexibility
and a platform to bid for larger business opportunities with both public and private players. While we do not
generally have firm long-term agreements with our key customers and typically rely on purchase orders, we
believe that our strategic positioning, diversified service offerings, and potential to expand throughput
mitigate, to some extent, the risks associated with customer concentration and the early stage of our new
business line.
To mitigate the risks associated with a concentrated customer base and the early stage of our container leasing
business, we are focused on diversifying our clientele, expanding our service portfolio to include recurring-
revenue opportunities, and leveraging the operational flexibility and track record of our Subsidiary to bid for
larger projects with both public and private sector entities.
2. We depend on a certain limited set of suppliers for the supply of raw materials, of which over 77.26% were
sourced from our top 10 suppliers in Fiscal 2025. Any loss of suppliers or interruptions in the timely
delivery of supplies and services could have an adverse impact on our business, financial condition, cash
flows and results of operations.
In the case of manufacturing of containers on a job-work basis undertaken for our Subsidiary, the raw
materials are provided by the Subsidiary; however, in case of sale of products on our own account, we depend
on suppliers and service providers in relation to our operations (including for purchase of the raw material
and for ancillary services such as transportation). The table below provides our cost of materials consumed
as a percentage of our total expenses and revenue from operations in the years indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Percentage Percentage Percentage
Cost of Percentage Cost of Percentage Cost of Percentage
of Revenue of Revenue of Revenue
materials of Total materials of Total materials of Total
from from from
41consumed Operations Expenses consumed Operations Expenses consumed Operations Expenses
(₹ lakhs) (%) (%) (₹ lakhs) (%) (%) (₹ lakhs) (%) (%)
1121.07 16.24 36.37 257.31 6.37 13.04 18.71 4.13 9.03
The table below provides the cost of materials consumed sourced from our top 1, top 5 and top 10 suppliers
in the years indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Percentage Percentage Percentage
Purchases
Supplier Purchases of Total of Total Purchases of Total
(in ₹
(in ₹ lakhs) Purchases Purchases (in ₹ lakhs) Purchases
lakhs)
(%) (%) (%)
Contribution of 915.70 57.82 150.74 58.58 9.47 50.62
Top 3 Suppliers
Contribution Top 1025.33 64.74 168.06 65.31 12.93 69.13
5 Suppliers
Contribution Top 1223.58 77.26 198.13 77.00 16.53 88.39
10 Suppliers*
* While more than 50% of our raw material purchases originate from our top 10 suppliers, names of the
suppliers have not been included in the above table as consents for disclosure of certain supplier names
were not available.
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 21, 2025
Except the incentive arrangement executed with a supplier of Corten Steel (SPA-H), which is a critical raw
material for our operations, we do not enter into definite-term agreements with all our suppliers who typically
supply us through purchase orders. Our suppliers may not perform their obligations in a timely manner or at
all, resulting in delays to our production schedule and adversely affecting our output. Relying on a certain
limited set of suppliers for critical raw materials also exposes us to the risk of production disruption as any
capacity constraints or supplier issues could adversely impact our manufacturing operations. While there has
been no instance where any of our suppliers did not perform their obligations in a timely manner in the last
three Fiscals, which had an adverse impact on our financials or business operations, we cannot assure that
no instance will arise in the future where delay in supply of raw materials nor non-performance of obligations
would not have an adverse impact on our results of operations, cash flows, financial condition or business.
We cannot assure you that the raw materials that we procure from our suppliers will conform with our quality
or performance standards. Further, depending on supplier reliability for quality and timely delivery poses the
risk of shortages or delays which may lead to supply chain disruptions thereby impacting our relationship
with our customers. We may also be required to replace a supplier if its products or services do not meet our
safety, quality or performance standards. While there has been no instance where our suppliers were unable
to supply us desired quantities of the specific raw materials or any instance where we could not find a
replacement for any particular supplier in the last three Fiscals, we cannot assure you that such instances will
not arise in future. In the event if any of our supplier shows its inability to provide us the specific quantity
of raw materials and even if we may be able to procure such raw materials from other suppliers, there is no
guarantee that we will be able to do so at the same price or within our delivery timelines, which may have
an impact on our ability to procure an uninterrupted supply of raw material critical for our operations, which
in turn may affect our profit margins and financial performance.
3. Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded
manufacturing capacities could have an adverse effect on our business, future prospects and future
financial performance.
42Ability to maintain our profitability depends on our ability to maintain high levels of capacity utilization.
For details of installed capacity, the actual quantity manufactured, and capacity utilised during Fiscals 2025,
2024, and 2023 at the manufacturing facility of our Company, see “Our Business – Capacity and Capacity
Utilization” on page 227. Details of capacity utilisation at the manufacturing facility of our Company during
the Fiscals 2025, 2024 and 2023 are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Installed Capacity 15,000 10,000 8,000
Actual Production 7,401 5,250 450
Capacity Utilization (%) 49.34% 52.50% 5.63%
As certified by HAM & Engineers Inc., Chartered Engineer, an independent chartered engineer by certificate
dated September 10, 2025
Capacity utilization is affected by the availability of raw materials, industry / market conditions, demand for
our products, customer preferences, our ability to manage our inventory and implement our growth
strategies. In the event there is a decline in the demand for our products, or if we face prolonged disruptions
at our plants, or are unable to procure sufficient raw materials, we would not be able to achieve full capacity
utilization of our manufacturing facility, resulting in operational inefficiencies which could have a material
adverse effect on our business, financial condition and cash flows. Underutilization of our manufacturing
capacities over extended periods, or significant underutilization in the short-term, could materially and
adversely impact our business, growth prospects and future financial performance.
4. We operate in a working capital-intensive business, and our ability to sustain optimal working capital
levels is critical to our operations. Any failure to effectively manage our working capital requirements
could adversely impact our business prospects, operational results, and financial condition.
We have ongoing working capital requirements to maintain adequate levels of raw materials, stores,
inventories of finished goods, accounts receivable, and other current assets necessary for our business
operations. There is a risk that we may be unable to provide sufficient collateral to secure letters of credit,
bank guarantees, or performance bonds, which could restrict our ability to enter new contracts. The need to
provide security for such instruments further increases our working capital requirements and may limit our
ability to generate funds to meet contractual obligations or distribute dividends. While we have arrangements
with lenders to address our working capital needs, these arrangements may prove insufficient to meet future
requirements, particularly in light of our planned expansion. Any shortfall in meeting these requirements
could adversely affect our business operations and financial flexibility.
Based on our Restated Financial Information set out below are certain parameters as of the dates indicated:
As at March 31, As at March 31, As at March 31,
Particulars 2023^ 2024^ 2025^
Restated Restated Restated
Current Assets
Raw Material Inventory days - - 107
Finished Goods days - - 38
Trade Receivables days 169 14 19
Other Current Assets days 81 10 12
Current Liabilities
Trade Payables days 312 109 20
Other Current Liabilities days 0 1 17
Working capital cycle days -62 -86 138
^ Actual & Estimated Holding days have been rounded off to the nearest whole number.
43As certified by J. Vasania & Associates, Chartered Accountants, pursuant to their certificate dated September
25, 2025
Notes:
1. Raw Material Inventory days are calculated as (Closing raw material inventory/Purchases)*365
2. Finished Goods Inventory days are calculated as (Closing finished goods inventory/ Cost of material
consumed)*365
3. Trade receivable days are calculated as (Trade receivables/ Revenue from operations)*365
4. Other current assets days are calculated as (Other current assets / Revenue from operations)*365
5. Trade payable days are calculated as Trade payables/ (Cost of raw material consumed) *365
6. Other current liability days are calculated as (Other current liabilities/ Revenue from Operations)*365
7. The holding period has been computed over 365 days for each Fiscal.
Our net working capital requirements for Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with our net
working capital requirements as a percentage of our gross working capital for the periods are set in the table
below:
(₹ in lakhs)
As at % of Gross As at % of Gross As at % of Gross
Particulars March 31, Working March 31, Working March 31, Working
2023 Capital 2024 Capital 2025 Capital
Net
Working 293.67 93.35% 181.88 52.53% 779.67 61.07%
Capital
As certified by J. Vasania & Associates, Chartered Accountants, pursuant to their certificate dated September
25, 2025
Any inability to source the required amount of working capital for addressing any production needs, may
lead to under production, decreased revenues and a dissatisfied customer base. Further, any delay in
processing of payments by our customers may increase our working capital requirement. In the event a
customer defaults in making payments for a product on which we have devoted significant resources, it could
affect our profitability and liquidity and decrease the capital reserves that are otherwise available. While we
have not faced any instances of difficulties to meet our working capital requirements in Fiscals 2025, 2024
and 2023, there can be no assurance that such instances will not occur in the future. There can be no assurance
that payments will be remitted by our customers to us on a timely basis or that we will be able to effectively
manage the level of bad debt arising from defaults. We may also have large cash outflows, including among
others, losses resulting from environmental liabilities, litigation costs, adverse political conditions, foreign
exchange risks and liability claims. Accordingly, continued increases in our working capital requirements
may lead to inability to grow at the current rate and have an adverse effect on our business, financial
condition, cash flows and results of operations.
5. Our manufacturing facility is currently concentrated in the state of Gujarat at Bhavnagar. Any significant
social, political, economic or seasonal disruption, natural calamities or civil disruptions in Gujarat could
have an adverse effect on our business, results of operations, financial condition and cash flows.
We have two operational manufacturing facility at Bhavnagar, Gujarat. Due to the geographic concentration
of our manufacturing facility, our operations are susceptible to local and regional factors, such as economic
and weather conditions, natural disasters, political, demographic and population changes, and other
unforeseen events and circumstance. Such factors could result in the damage or destruction of a significant
portion of our manufacturing abilities, and/or otherwise materially adversely affect our business, results of
operations, financial condition and cash flows. For further details of our manufacturing facility, see “Our
Business – Our Locations” on page 212. The occurrence of any of these events could require us to incur
significant capital expenditure or change our business structure or strategy, which could have an adverse
44effect on our business, results of operations, future cash flows and financial condition. While we have not
faced any material disruptions in Fiscal 2025, Fiscal 2024 and Fiscal 2023 of our operations due to factors,
events or circumstances specific to their geographical location, we cannot assure you that there will not be
any significant developments in these regions in the future, which may adversely affect our business, results
of operations, financial condition and cash flows.
6. We had undertaken manufacturing of containers on a job-work basis for our Subsidiary in the past and
compensated our Subsidiary on account of liquidated damages levied by its customer for delays in
execution of an order, and we may be subject to similar risks in the future which may materially and
adversely affect our financial condition and results of operations.
In Fiscal 2023, 2024 and 2025, our Company had undertaken manufacturing of containers on a job-work
basis for our Subsidiary in connection with an order received by our Subsidiary from its customer for the
manufacturing of containers. Due to a time overrun in the manufacturing of the agreed quantity of containers,
our Subsidiary was required to bear liquidated damages as per its arrangement and understanding with its
customer, amounting to ₹ 3,100 lakhs. Consequently, we compensated our Subsidiary in respect of such
liquidated damages. The amount of liquidated damages paid by our Company to our Subsidiary in Fiscal
2023, 2024 and 2025 were ₹19.21 Lakh, ₹1,490.93 Lakh and ₹ 1,673.29 Lakh respectively. While this was
a past instance, however, to avoid similar nature of delays to occur in future we opt to have in place proper
resource planning and continued monitoring of milestones. We cannot assure you that similar delays or
defaults will not occur in the future. If such instances were to recur, we may again be required to bear
damages or compensate our Subsidiary or other parties, which may result in significant financial and
operational losses. Any such adverse impact may also affect our reputation, relationships with customers,
and our ability to execute contracts in a timely manner. In order to mitigate such a scenario, the Company is
taking steps to do appropriate resource planning and infrastructure planning.
7. We are entitled to certain export incentives for a specified period of time. Expiry or early withdrawal of
such subsidies or export incentives may adversely affect our business, financial condition and results of
operations. Further, our inability to fulfil our export obligations, amounting to ₹ 201.93 Lakhs (FOB),
under Advance Authorization Licenses, could subject us to payment of customs duties together with
interest thereby adversely impacting our business, financial condition and results of operations.
We benefit from certain subsidies and export incentives under export promotion schemes. If these subsidies
or export incentives are withdrawn, or there is a delay in disbursements of benefits under such schemes, our
business, financial condition and results of operations may be adversely affected. In addition, our business,
financial condition and results of operations may be adversely affected if we are subject to any dispute with
the tax authorities in relation to these benefits or in the event, we are unable to comply with the conditions
required to be complied with in order to avail ourselves of these benefits.
Further, we avail ourselves of exemptions from customs duties under Advance Authorization. Under the
Advance Authorization, we import certain important raw materials without the payment of Import Duties,
which are then used in the manufacture of products to be exported. Our Company has an obligation to export
goods amounting to ₹. 201.93 Lakhs (FOB), which has to be completed on or before April 19, 2026, within
the stipulated export obligation period of 18 month. Our inability to fulfil our export obligations under such
Advance Authorization, could subject us to payment of customs duties together with interest thereby
adversely impacting our business, financial condition and results of operations. For details, see “Our
Business - Import-Export Obligations” on page 243. For further information on our tax benefits, see our
“Statement of Special Tax Benefits” on page 149.
8. Our Subsidiary has undertaken container manufacturing and trading activities which is ultra vires to the
objects mentioned in the MOA of our Subsidiary and any adverse action by regulatory authorities
45including imposition of penalties or fines, may have financial implications on our Subsidiary, and its
directors.
Our Subsidiary had undertaken certain container manufacturing activities which were not specifically
authorized under the objects clause of its Memorandum of Association (“MOA”). Subsequently, our
Subsidiary has amended its MOA to expressly include activities relating to manufacturing and trading of
containers and has suo-moto filed an adjudication application in form GNL-1 under Section 4, Section 13,
Section 450 and Section 454 of the Companies Act, 2013 with the Registrar of Companies, Ahmedabad, vide
Service Request Number (SRN) AB6760430. The application is currently pending adjudication before the
RoC, Ahmedabad.
In the event any penalties, fines or other directions are imposed by the RoC pursuant to such adjudication
proceedings, the same may have financial implications on our Subsidiary, and its directors. Further, any
adverse orders or observations may also impact our reputation and subject our Subsidiary and/or its directors
to additional scrutiny by regulatory authorities. While we believe that the subsequent amendment of the
MOA has regularized the position, there can be no assurance that the outcome of such adjudication will not
have a material adverse effect on our business, financial condition, results of operations and reputation. The
pro-active steps to undertake corrective measures on suo-moto basis reflects our commitment towards
compliance. Further, Company has appointed full time CS and Compliance Officer with a view to monitor
the compliance activities to ensure all activities the company is engaged in remain aligned with charter
documents and applicable laws, thereby mitigating potential regulatory or reputational risks.
9. In the past, we have obtained the approvals required under environmental laws in relation to our
manufacturing units with certain delay. Any such failure to comply with environmental laws and/or the
terms and conditions of approvals issued under such environmental laws and regulations could subject
us to penalties and other regulatory actions, impact our ability to obtain or renew such approvals in a
timely manner/ at all and may also adversely affect our ability to operate our units and consequently affect
our results of operations.
We are subject to environmental, health and safety regulations in the ordinary course of our business. If we
fail to comply with such environmental laws and regulations in relation to the operation of our manufacturing
units or if we fail to obtain or renew approvals or comply with the terms and conditions of such approvals
under these environmental laws and regulations, we may be subject to imposition of penalties or other
consequences including shut down of our manufacturing units.
In relation to the manufacturing unit of our Company, we have obtained (i) consent to establish (“CTE”)
and (ii) consolidated consent and authorisation (“CCA”) issued under the provisions of Water (Prevention
and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981, the
Environment (Protection) Act, 1986, and Hazardous and other Wastes (Management and Transboundary
Movement) Rules, 2016 from the Gujarat State Pollution Control Board with a delay of 3 years. While
Gujarat State Pollution Control Board has issued the said approvals, we have paid a late fee of ₹ 27,500.
Furthermore, since our Company was operating at a higher production capacity at its manufacturing unit
than the permitted capacity as per the CTE and CCA issued dated July 31, 2025 and August 26, 2025,
respectively. Thereafter, we made applications for revision of the said approvals, highlighting the increased
production capacity at which we were operating and paid a late fee for the same.
In relation to the manufacturing unit of our Subsidiary, we have obtained CTE on September 17, 2025 with
a delay of 19 years and applied for CCA on September 15, 2025. Due to delay in application, we have paid
a late fee of approx. ₹1.85 lakhs.
While no actions have been taken in relation to such violations by the Gujarat State Pollution Control Board,
other than payment of the late fee, we may, in the future, be subjected to regulatory actions for such
46violations including closure of our manufacturing units, imposition of penalties and other penal actions
against our Company, our Subsidiary and key personnel, which may have a negative impact on our business,
reputation, results of operations and cash flows. Further, any failure to comply with environmental laws
and/or the terms and conditions of approvals issued under such environmental laws and regulations could
also impact our ability to obtain or renew the approvals with respect to our manufacturing facilities in a
timely manner or at all and may also adversely affect our ability to operate our units and consequently
affect our results of operations. Further, environmental approvals are generally subject to ongoing
compliance in the form of monitoring, audit and reporting norms, among others, under central
environmental regulations and rules. We are committed to adhere to such ongoing compliances and
continuous engagement with regulatory authorities to minimize the risk of penalties, operational disruptions
or reputational impact. For details, see “Government and Other Approvals” beginning on page 442.
10. There are outstanding litigations involving our Company, Subsidiary and Promoters. An adverse outcome
in any of these proceedings may affect our reputation and standing and impact our future business and
could have a material adverse effect on our business, financial condition, cash flows and results of
operations.
As of the date of this Draft Red Herring Prospectus, we are involved in certain tax and civil legal proceedings
which are pending at different levels of adjudication before various courts, tribunals and appellate authorities.
We cannot assure you that these legal proceedings will be decided in our favor. Decisions in proceedings
adverse to our interests may have a significant adverse effect on our business, financial condition, cash flows
and results of operations. In relation to tax proceedings, in the event of any adverse outcome, we may be
required to pay the disputed amounts along with applicable interest and penalty and may also incur additional
tax incidence going forward.
A summary of pending material civil, tax and criminal proceedings involving our Company, Directors,
Promoter, KMPs, members of the Senior Management and Group Companies, in accordance with the SEBI
ICDR Regulations and as per the Materiality Policy adopted by our Board is provided below:
Disciplinary
actions by
the SEBI or
Stock
Exchanges
Disciplinary Aggregate
Statutory or actions by Material amount
Name of Criminal Tax
regulatory the SEBI or Civil involved
Entity Proceedings Proceedings
proceedings Stock litigations (₹ in
Exchanges Lakhs) *
in last 5
years,
including
outstanding
action
Company
By our Not
Nil Nil Nil Nil Nil
Company applicable
Against our Not
1 1** Nil Nil 125
Company applicable
Promoters
By the
22 Nil Nil Nil 1 13518.5
Promoters
47Disciplinary
actions by
the SEBI or
Stock
Exchanges
Disciplinary Aggregate
Statutory or actions by Material amount
Name of Criminal Tax
regulatory the SEBI or Civil involved
Entity Proceedings Proceedings
proceedings Stock litigations (₹ in
Exchanges Lakhs) *
in last 5
years,
including
outstanding
action
Against the
Nil Nil Nil Nil Nil Nil
Promoters
Directors (Other than Promoters)
By the Not
Nil Nil Nil Nil Nil
Directors applicable
Against the Not
Nil Nil Nil Nil Nil
Directors applicable
Subsidiary
By the Not
Nil Nil Nil Nil Nil
Subsidiary applicable
Against the Not
1 4 Nil Nil 200.26
Subsidiary applicable
Key Managerial Personnel other than Directors
By our Key
Not Not Not Not
Managerial Nil Nil
applicable applicable applicable applicable
Personnel
Against our
Key Not Not Not Not
Nil Nil
Managerial applicable applicable applicable applicable
Personnel
Senior Management
By members
Not Not Not Not
of our Senior Nil Nil
applicable applicable applicable applicable
Management
Against
members of Not Not Not Not
Nil Nil
our Senior applicable applicable applicable applicable
Management
*To the extent quantifiable and ascertainable
**Case includes notice in respect of assessment proceedings u/s 143(3) of the Income Tax Act, 1961 wherein
no demand has been quantified yet.
Further, as on date of this Draft Red Herring Prospectus, there are no outstanding litigations involving the
Group Companies which may have a material impact on our Company. If any new developments arise, such
as a change in Indian law or rulings against us by appellate courts or tribunals, we may need to make
provisions in our financial statements that could increase our expenses and current or long-term liabilities or
48reduce our cash and bank balance. For details, see “Outstanding Litigation and Material Developments” on
page 435.
11. Our rights in relation to the plots allotted by Gujarat Industrial Development Corporation are subject to
the terms of the agreement and non-compliance with such terms may result in termination of the
agreement, which may have an adverse effect on our growth prospectus and financial condition.
We have been allotted two plots (Plot No. 384 and 394, Chitra Industrial Estate, GIDC, Bhavnagar, Gujarat
364060) for industrial purpose by the Gujarat Industrial Development Corporation (“GIDC”) In respect of
each of the said plots, we have executed an agreement with GIDC dated September 19, 2024. For details,
see “Our Business – Our Properties” on page 243. Under the terms of the said agreement, we are permitted
to use the said land exclusively for such purpose and are required to undertake certain development activities,
including, inter alia, submission of a factory building plan to the Executive Engineer of GIDC within three
months from the execution of the agreement. Further, we are required to put the land to use within a period
of three years from the date of execution of the agreement, failing which GIDC is entitled to resume
possession of the land. The agreement also stipulates that only upon certification by the Executive Engineer
of GIDC that the factory building and erection thereon are in accordance with the terms of the agreement, a
lease of the said land for a term of 99 years will be granted in our favour from the date of possession. The
agreement also empowers GIDC to terminate the agreement in the event of any breach of the covenants
thereunder.
As of the date of this Draft Red Herring Prospectus, we have not submitted the factory building plan within
the prescribed timeline under the agreement. In case the said delay is not condoned by GIDC, any failure of
our Company to comply with such conditions may invite adverse action. Any adverse action in the nature of
termination or resumption of land by GIDC may have a material adverse effect on our growth prospects and
financial condition.
12. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any
delay in payment of statutory dues by us in future, may result in the imposition of penalties and in turn
may have an adverse effect on our business, financial condition, results of operation and cash flows.
Our Company has, in the past, experienced certain delays in remitting statutory dues, including contributions
towards provident fund, within the timelines prescribed under applicable labour laws. While all such dues
have subsequently been paid and there has been no continuing default or forfeiture, such delays may be
construed as non-compliance with applicable statutory requirements. As on the date of this Draft Red Herring
Prospectus, no regulatory proceedings have been initiated against us in this regard. However, there can be
no assurance that the relevant authorities will not initiate inquiries or proceedings or impose penalties for
such past delays, which may result in financial impact on our Company.
The table below sets forth the details of delay in payment of the statutory dues for the years indicated below:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Number Number Number
Amount Amount Amount
Particulars of of of
delayed delayed (in delayed
Instances Instances Instances
(in ₹) ₹) (in ₹)
of Delay of Delay of Delay
The Employees
Provident Fund
12 900 12 900 5 375
and Miscellaneous
Provisions Act, 1952
Professional Tax 12 23800 12 81800 12 108200
Labour Welfare 2 1440 2 846 1 270
Fund
49Fiscal 2025 Fiscal 2024 Fiscal 2023
Number Number Number
Amount Amount Amount
Particulars of of of
delayed delayed (in delayed
Instances Instances Instances
(in ₹) ₹) (in ₹)
of Delay of Delay of Delay
ESI^ 0 0 0 0 0 0
TDS* 0 0 1 90,000 0 0
GST* 0 0 0 0 0 0
*The defaults pertaining to TDS and GST had been restricted to the extent of statutory return filings.
^ As per Circular No. 37.N-15/14/40/95/Ins.I dated May 30, 2006, Shampara where the registered office of
the Company is situated is not a notified area under the provisions of the Employees’ State Insurance Act,
1948 (“ESI Act”) and accordingly, the provisions of the ESI Act are currently not applicable to our Company
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 22, 2025.
While no penalty or fine has been levied by the appropriate authorities against us for the aforementioned
delays, we cannot assure you that we will not be subject to such penalties and fines in the future which may
have a material adverse impact on our financial condition and cash flows.
Further, while our Company has regularly deducted professional tax from its employees during the last three
Fiscals, there were delays in depositing the deducted amounts with the relevant statutory authority. This was
due to a jurisdictional issue, wherein the concerned gram panchayat or taluka panchayat initially declined
registration on the ground that our Company did not fall within their municipal limits. The table above sets
forth the details of delay in depositing the professional tax deducted as of the respective period mentioned
therein. As on the date of this Draft Red Herring Prospectus, the Company has obtained registration with the
relevant authority for professional tax. Consequently, for the past non-compliance, our Company may be
subject to interest or penalties, and in the event of any proceedings initiated by the authorities, our Company
and/or its officers may also be subject to punitive action.
13. We are required to obtain, renew or maintain certain statutory and regulatory permits and approvals
required to operate our business and if we fail to do so in a timely manner or at all and our business,
financial conditions, results of operations and cash flows may be adversely affected.
Our operations are subject to government and statutory regulations, and we are required to obtain and
maintain a number of licences, registrations, permits, consents and approvals under various central, state and
local laws to carry on our business. While we have, in all material aspects, obtained the requisite approvals,
licenses, registrations and permits necessary for our operations, there may be instances where we may have
failed to apply for, delaying in applying for or not obtained certain approvals that may be applicable to us.
Further, certain of our approvals, licenses, and registrations continue to reflect in the name APPL Containers
Private Limited and the address of our former registered office. Following the Company’s conversion and
change of name to APPL Containers Limited, as well as the shift of its registered office, we are in the process
of updating the remaining approvals and registrations to reflect the current name and address. For our
Material Subsidiary, we have applied for consolidated consent and authorisation for its manufacturing unit
under the provisions of Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and
Control of Pollution) Act- 1981, the Environment (Protection) Act, 1986, and Hazardous and other Wastes
(Management and Transboundary Movement) Rules, 2016. However, the same is yet to be granted by the
Gujarat State Pollution Control Board. For details, refer to “Government and other Approvals –Material
approvals for which our Company and our Material Subsidiary has applied for” on page 448. Any such non-
compliance or breach could result in penalties or other regulatory actions being imposed on our Company,
which may have an adverse effect on our business, financial condition, results of operations and cash flows.
50We are required to apply for renewals of certain approvals, licenses, registrations, and permits from time to
time upon their expiry, or obtain fresh approvals as may be necessary in the ordinary course of our business.
While we generally endeavor to make such applications within the prescribed timelines, there can be no
assurance that the requisite approvals will be granted or renewed in a timely manner, or at all. Any delay or
inability in obtaining or renewing such approvals could adversely impact our operations.
There can be no assurance that the relevant authority will issue an approval or renew expired approvals
within the applicable time period or at all. Any delay in receipt or non-receipt of such approvals, licenses,
registrations and permits could adversely affect our related operations. Further, under such circumstances,
the relevant authorities may initiate penal action against us, restrain our operations, impose fines/ penalties
or initiate legal proceedings for our inability to renew/obtain approvals in a timely manner or at all.
The approvals obtained by us are subject to various conditions, including but not limited to, compliance with
applicable fire safety norms. In certain cases, prior consent of the relevant authority is required for any
modification, alteration, or change in our services. These approvals also typically require periodic renewals
and continuing compliance with prescribed conditions. We cannot assure that such approvals, licenses,
registrations, or permits will not be suspended, revoked, or cancelled in the event of any actual or alleged
non-compliance with their terms, or as a consequence of any regulatory action.
14. Our inability to consistently maintain or ensure high quality standards of products could lead to customer
dissatisfaction, loss of business, operational disruptions, regulatory or compliance issues, and adverse
impact on our reputation, results of operations, financial condition, and overall business performance.
The demand for our products is closely linked to the quality standards maintained across our manufacturing
and supply processes. We currently provide a one-year warranty on all our containers. While no warranty
claims have been invoked so far, there was one instance where our Company replaced a single container
supplied by our Company to our Subsidiary for onward replacement of container supplied by our Subsidiary
to its end customer, despite the damage having occurred during transportation and not due to any
manufacturing defect. The replacement was made as a goodwill gesture by our Subsidiary to the end
customer.
Further, in order to check compliance with the quality standards, our customers have audited our facilities
and manufacturing processes in the past and may undertake similar audits periodically in the future. These
audits play a critical role in customer retention, and any adverse issues that arise in the course of these audits
may lead to the relevant customer not considering us for new business, or cancelling their orders with us,
until we successfully address any concerns or issues leading to a loss of business from such customer. These
customers included our existing as well as prospective customers. None of the customers have cancelled
their orders placed with us pursuant to such audit. Pursuant to such audit, prospective customers may or may
not place orders with the companies which they have audited. While some prospective customers have placed
orders with our Company pursuant to such audits, we cannot assure you that in the future prospective
customers who audit us will place orders with our Company.
Furthermore, while we have implemented quality control systems, there can be no assurance that such
measures will always be effective or that our products will consistently meet customer expectations or
industry standards. Any actual or perceived decline in the quality of our products arising from lapses in
processes, human error, product defects, or unforeseen events could result in customer complaints, warranty
claims, product returns, cancellations of orders, or loss of business. Further, any adverse publicity concerning
our Company or our products could negatively impact our reputation and customer confidence, which may,
in turn, adversely affect our business, results of operations, and financial condition.
5115. The relatively higher cost of manufacturing containers in India, compared to countries such as China,
may adversely affect our ability to competitively price our products, potentially limiting our market share
and profitability in both domestic and international markets.
The container manufacturing industry is highly cost-sensitive, with pricing being a critical factor in
procurement decisions. The cost of manufacturing containers in India, including our manufacturing costs, is
relatively higher compared to countries such as China, which has historically dominated the global container
manufacturing industry. Due to factors such as higher raw material prices, labour costs, logistics expenses,
power and fuel charges, and other operational overheads in India, the cost of manufacturing our containers
are approximately higher as compared to China. India faces a significant cost disadvantage in manufacturing
a 40 ft container in India which costs roughly USD 1000 more than the cost of manufacturing the same in
China resulting in Indian made containers being around 25% more expensive. India’s container production
cost remains relatively higher, ranging between USD 3500 and USD 4800 per unit as compared to USD
2500 to USD 3500 in China. (Source: ICRA Report)
As a result of this cost disparity, our products are generally priced higher, which may adversely affect our
ability to compete on pricing, particularly in markets that are highly price-driven. This may place us at a
disadvantage vis-à-vis global competitors and we may face challenges in securing orders both domestically
and internationally. Any inability to competitively price our products may lead to loss of potential customers,
reduction in volumes, or pressure on margins. Further, our ability to expand into international markets could
also be constrained, as buyers may prefer to source containers from regions with lower manufacturing costs.
While certain government initiatives such as the “Make in India” programme, production-linked incentives,
and protective measures including anti-dumping duties on imported containers provide a degree of support
to domestic manufacturers, such regulatory measures are subject to review, modification, or withdrawal by
the Government of India or other authorities at any time. Any relaxation or withdrawal of such policies or
incentives could increase the competitive intensity in the domestic market and further accentuate the cost
disparity between Indian and Chinese manufacturers.
In addition, foreign exchange rate fluctuations may exacerbate this disparity. If we are unable to effectively
mitigate these structural cost disadvantages through operational efficiencies, economies of scale, value-
added offerings, or sustained policy support, our revenues, profitability, and overall business prospects may
be materially and adversely affected.
16. Significant employee attrition and turnover may lead to operational disruptions, reduced workforce
productivity, and adverse effects on business continuity and financial performance.
Our Company has experienced elevated levels of employee attrition over the past three Fiscals, details of
which are set out below:
Average Employee of
Separations during
Fiscals the Company during Attrition Rate
the period
the year
2024-25 48 48 101.05%
2023-24 34 49 144.12%
2022-23 12 - -
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025
Sustained or increasing attrition levels could lead to higher recruitment and training costs, loss of experienced
personnel, erosion of institutional knowledge, and disruption of ongoing operations. The higher attrition
levels are also attributable to automation and new companies gaining traction in automation of their industry.
52In our industry, where efficient execution depends heavily on expertise and process familiarity, workforce
continuity is critical to maintaining operational quality, meeting client expectations, and ensuring operational
efficiency.
Our ability to attract, train, and retain qualified personnel is fundamental to our business. Our location in
Bhavnagar, Gujarat which is a Tier-2 city poses challenges in attracting and retaining personnel for senior
roles. Any inability to retain key employees or to replace them in a timely manner with equally skilled
resources may adversely impact project execution, delay implementation of strategic initiatives, and weaken
client relationships.
Although we have undertaken initiatives to enhance employee engagement and improve retention, there can
be no assurance that such measures will be effective in reducing attrition to levels that are acceptable or
sustainable. Consequently, persistent high attrition rate may materially and adversely affect our business
operations, financial condition, and results of operations.
17. We are dependent on contract labour for operations at our facilities. Any disruption in the availability or
supply of such workers at reasonable cost, or events such as strikes, work stoppages, or increased wage
demands, may lead to operational disruptions — or our inability to manage their composition,
productivity, or costs — could adversely impact our business. Such interruptions could materially and
adversely affect our operations, financial condition, cash flows, and overall results.
In order to retain flexibility and control costs, we engage onsite contract labour for performance of certain
of our manufacturing operations at our manufacturing units. While we do not engage our contract labour
directly, we are responsible for any wage payments to be made to such labour in the event of default by their
respective independent contractors. Any requirement to fund such defaulted wage requirements may have
an adverse impact on our results of operations and our financial condition. Thus, if we are subjected to any
such order from a regulatory body or court or if we are unable to renew the engagement with our independent
contractors at commercially viable terms or at all, our business, financial condition, cash flows and results
of operations may be adversely affected. Our business is labour intensive and our dependence on contract
labor may result in significant risks for our operations, relating to the cost, availability and skill of such
contract workers in India, as well as contingencies affecting availability of such contract workers during
peak periods or during festive periods or harvesting periods in labour intensive sectors such as ours. Further,
our contract workers may participate in strikes, work stoppages or other industrial actions in the future which
could disrupt our operations. While we have not faced any instances of non-availability of contract workers
at reasonable cost or any strikes, work stoppages or increased wage demands from such contract workers
that led to any adverse effect on our business or operations in Fiscals 2025, 2024 and 2023, there can be no
assurance that such instances will not occur in the future. We may not have adequate access to skilled and
unskilled workmen at reasonable rates or favourable terms at all times in the future and any increase in the
cost of labour or failure to procure availability of labour due to any other reason, will adversely affect our
business, financial condition, cash flows and result of operations
18. There have been delays in filing of e-forms by our Company in compliance with the Companies Act, 2013.
Consequently, we may be subject to regulatory actions and penalties for such delays which may adversely
impact our business and financial condition.
Our Company has, in the past, experienced prolonged and continuous delays in filing certain forms and
returns with the RoC. Additionally, there have been certain clerical errors and procedural non-compliances,
some of which may not be rectifiable under applicable laws. While we have taken steps to address these
issues, we cannot assure that the RoC or any other regulatory authority will not initiate inquiries, impose
penalties, or take other regulatory action against us or our officers for such past non-compliances.
53Any such proceedings or penalties, including those arising from continued delays or inadvertent lapses in
future filings, may result in additional financial liabilities beyond statutory late filing fees and may adversely
affect our cash flows. We cannot assure you that similar instances will not recur in the future or that we will
not be subjected to further penalties or regulatory scrutiny. We have outlined below few instances of delays
by our Company for the Fiscal 2023, 2024, 2025 and till the date of this DRHP, occurred in our regulatory
filings with the RoC:
Period of Additional
S. No. Nature of E-forms Purpose of E-forms Delay Fees Paid for
(in days) Delay (in ₹)
1. Form MGT-14 For filing of resolutions under 1381 7,200
Section 185 and Section 186 of the
Companies Act
2. Form DPT 3 Filing of return of deposits and 570 7,200
exempted deposits for Fiscal 2024
3. Form ADT-1 For appointment of statutory 151 6,000
auditors to fill casual vacancy for
Fiscal 2023
4. Form DPT-3 Filing of return of deposits and 204 7,200
exempted deposits for Fiscal 2023
While we have not received any notices from the RoC, we cannot assure you that the RoC will not issue a
notice or take any other regulatory action against our Company and its officers in this regard. To avoid such
delays and defaults to occur in future, our Company has now appointed a company secretary and compliance
officer to look after the compliance management of our Company. We cannot assure you that such delays
will not happen and that our Company will not be subject to any action, including monetary penalties by
statutory authorities on account of any inadvertent discrepancies in, or non-availability of, or delays in filing
of, any of its secretarial records and filings, which may adversely affect our reputation.
19. The Proforma Financial Statements included in this Draft Red Herring Prospectus is presented for
illustrative purposes only and may not accurately reflect our future financial condition, cash flows and
results of operations.
This Draft Red Herring Prospectus contains our Proforma Financial Statements as of and for the year ended
March 31, 2024 and March 31, 2025, to illustrate the impact of the acquisition of Aawadkrupa Plastomech
Private Limited by our Company (which was completed on August 14, 2025) on our restated summary
statement of profit and loss for the year ended March 31, 2025 and March 31, 2024, as if the acquisition had
been completed on April 1, 2023. The Proforma Financial Statements addresses a hypothetical situation and
does not represent our actual consolidated financial condition or results of operations and is not intended to
be indicative of our future financial condition and results of operations. The adjustments set forth in the
Proforma Financial Statements are based upon available information and assumptions that our management
believes to be reasonable. As the Proforma Financial Statements has been prepared for illustrative purposes
only, by its nature, it may not give an accurate picture of the actual financial condition, cash flows and results
of operations that would have occurred had such transactions by us been effected on the date they are
assumed to have been effected, and is not intended to be indicative of our future financial performance. The
Proforma Financial Statements has not been prepared in accordance with generally accepted accounting
principles including accounting standards and accordingly should not be relied upon as if it had been
prepared in accordance with those principles and standards. Accordingly, the degree of reliance placed by
anyone on such Proforma Financial Statements should be limited. Further, the Proforma Financial Statements
has not been prepared in accordance with accounting or other standards and practices generally accepted in
jurisdictions other than India, such as Regulation S-X under the U.S. Securities Act of 1933, as amended,
and accordingly should not be relied upon as if they had been prepared in accordance with those standards
and practices of any other jurisdiction. If the various assumptions underlying the preparation of the Proforma
Financial Statements do not come to pass, our actual results could be materially different from those indicated
in the Proforma Financial Statements. Accordingly, the Proforma Financial Statements included in this Draft
54Red Herring Prospectus is not intended to be indicative of expected results or operations in the future periods
or the future financial position of our Company or a substitute for our past results, and the degree of reliance
placed by investors on our Proforma Financial Statements should be limited. Further, if the various
assumptions underlying the preparation of the Proforma Financial Statements do not come to pass, our actual
results could be materially different from those indicated in the Proforma Financial Statements. For further
details, see “Financial Information –Proforma Financial Statements” on page 382.
20. Our insurance coverage may not be sufficient to protect us against all potential losses, and any uninsured
or inadequately insured losses could have a material adverse effect on our business, financial condition,
and results of operations. In the event of a substantial claim or loss that exceeds our coverage, or if
premiums increase or policy terms become more restrictive, we could experience significant financial and
operational impacts.
We maintain insurance coverage of types and amounts that we believe are appropriate for our operations.
Our principal types of coverage include work accidents, force majeure events, damage to our building, plant
and machinery, general commercial liability, marine cargo etc. For details, see “Our Business – Insurance
Policies” on page 244. Our Company’s insurance coverage relating to plant and machinery for the period
mentioned below is as follows:
Particulars Fiscal 2025 Fiscal 2023
Fiscal 2024
Total Insurance 3,050.00 1,650.00 550.00
Coverage (₹ in Lakhs)
Property, Plant and 2,870.80 2,911.77 696.20
Equipment (₹ in Lakhs)
% of insurance 106.24% 56.67% 79.00%
coverage on Property,
Plant and Equipment
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 21, 2025
While our insurance policies have sufficient coverage as per industrial standards, however, our insurance
policies are subject to deductibles, exclusions, limitations, and coverage caps, and may not adequately cover
all potential risks or losses. In addition, certain risks, including but not limited to business interruptions and
natural disasters, may either be uninsurable or not available to us on commercially reasonable terms. If we
were to face one or more substantial claims that exceed our insurance coverage, or if our insurance coverage
becomes more expensive or restrictive due to premium increases, higher deductibles, or other limitations,
our business, financial condition, and results of operations could be materially and adversely affected.
21. Employee fraud, misconduct, or non-compliance with internal policies, or ethical standards could lead to
significant financial losses, operational disruptions, reputational damage, loss of customer and investor
confidence, and adverse impact on our overall business performance and results of operations.
We are exposed to the risk of fraud, misappropriation, or other misconduct by our employees. Such
misconduct may include the unauthorized use or disclosure of confidential information, misrepresentation,
or manipulation of our systems or records. These actions could result in regulatory scrutiny, legal
proceedings, financial losses, and reputational harm.
Although we have implemented internal controls and monitoring mechanisms to detect and prevent such
activities, there can be no assurance that these measures will be sufficient in all cases. Instances of fraud or
misconduct, even if identified and addressed, may remain undetected for a period of time and could subject
us to regulatory penalties, legal liabilities, or claims for compensation from affected parties.
55While we have not experienced material instances of such misconduct in the past, we cannot assure you that
future occurrences, if any, will not adversely impact our goodwill, client relationships, business operations
or financial performance. Further, even when we pursue legal remedies or insurance claims, there is no
assurance that we will be able to recover the amounts lost.
22. Our Company does not own any registered intellectual property rights, and any inability to protect our
brand, business processes or proprietary information may adversely affect our business, financial
condition and results of operations.
Our Company currently does not own or hold any registered intellectual property rights such as trademarks,
copyrights, patents or designs in relation to our brand name, logo, , technology, know-how, business
processes or other proprietary information. As a result, we may not have adequate legal protection against
potential infringement, imitation, counterfeiting or unauthorised use of our trade name, brand identity,
processes or know-how by third parties. The absence of such protection could expose us to risks of brand
dilution, erosion of goodwill, diversion of business opportunities, or reputational harm.
Further, if competitors, vendors or other entities succeed in registering similar or identical marks, names or
processes, it could create significant legal and operational challenges for us, including the possibility of
litigation, restrictions on our use of our existing business identifiers, and potential rebranding costs.
Defending claims relating to intellectual property rights, whether initiated by us or against us, may be
expensive, time-consuming, and could divert management’s attention from the conduct of our core
operations.
Our Company has made applications for registration of 4 trademarks in respect of the name and logo of our
Company under the Trademarks Act, 1999. There can be no assurance that these trademarks will be
successfully registered. For details of the trademark application, see “Government and Other Approvals” at
page 442.
Additionally, any future changes in the regulatory framework, including potential requirements for
mandatory registration, stricter enforcement of intellectual property rights, or heightened compliance
obligations under applicable laws, may further increase our exposure and costs of compliance. The inability
to secure, maintain and enforce intellectual property rights, or to adequately safeguard our unregistered
proprietary information, may adversely affect our business operations, growth prospects, reputation,
financial condition and results of operations.
23. Mr. Hasmukhbhai Meghjibhai Viradiya our Managing Director, Mr. Vallabhbhai Meghjibhai Viradiya
and Mr. Vaibhav Viradiya, our Whole-time Directors who are also our Promoters, do not have a formal
higher educational degree.
In accordance with the disclosure requirements stipulated under the SEBI ICDR Regulations, the brief
biographies of our Directors disclosed in the section “Our Management” include details of their educational
qualifications. Further, as disclosed in “Our Management -Brief profiles of our Directors” on page 266 Mr.
Hasmukhbhai Meghjibhai Viradiya our Managing Director, Mr. Vallabhbhai Meghjibhai Viradiya and Mr.
Vaibhav Viradiya, our Whole-time Directors have been associated with our Company since incorporation.
All of them do not have a higher educational degree. However, they have relevant experience in the industry
in which our Company operates.
24. We have in the past entered into related party transactions and will continue to do so in the future and we
cannot assure you that we could not have achieved more favourable terms if such transactions had not
been entered into with related parties.
56Our Company has in the past entered into transactions with certain of our related parties and are likely to do
so in the future. These transactions are in relation to remuneration, sale of services (job work charges),
purchase of capital goods, loans, reimbursement of expenses and rent paid, among others. For details, see
“Restated Financial Information –Note 43 – Related Party Disclosure” on page 368. All such transactions
have been conducted on an arm’s length basis in accordance with the industrial norms and the Companies
Act and are not prejudicial to the interest of our Company. In this regard, M/s MK Mohapatra & Co.,
independent Chartered Accountants have provided benchmarking analysis for Fiscal 2025, 2024 and 2023.
We cannot assure you that we could not have obtained more favourable terms had such transactions been
entered into with unrelated parties. Although all related party transactions that we may enter into post-listing,
will be subject to board or shareholders’ approval, as necessary under the Companies Act and the SEBI
Listing Regulations, we cannot assure you that such transactions in the future, individually or in the
aggregate, will not have an adverse effect on our financial condition and results of operations.
25. Our business and profitability is substantially dependent on the availability and cost of our raw materials.
Any disruption to the timely and adequate supply of raw materials, or volatility in the prices of raw
materials may adversely impact our business, results of operations and financial condition
Our operations are dependent upon the price and availability of the primary raw materials that we require
for the production of our products. We undertake procurement of raw materials from both domestic and
international sources based on factors including but not limited to market availability, pricing and quality.
Primary raw materials used by our Company are corten steel, corner casting, plywood, ventilator, sealant
etc. Corten Steel, which is the key raw material for the manufacturing of our products, is a commodity and
is subject to fluctuation in commodity prices. The prices and supply of these primary raw materials are also
affected by, among others, general economic conditions, competition, production costs and levels,
transportation costs, indirect taxes and import duties, tariffs, global trade policies and currency exchange
rate.
Our Company does not currently maintain long-term contracts or formal arrangements with suppliers for the
procurement of raw materials required in our container manufacturing operations. Instead, we primarily rely
on short-term purchase orders and market-based sourcing, which exposes us to supply chain disruptions.
Any delay, shortage, or unavailability of raw materials whether due to logistical challenges, supplier-side
operational issues, or broader market conditions could adversely affect our production schedules, operational
efficiency, and ability to deliver products to customers on time.
Our manufacturing operations are significantly dependent on the timely availability and cost of raw
materials, primarily corten steel. The number of suppliers for such raw materials in India is limited, resulting
in a concentrated supplier base. The prices of such raw materials are subject to market-driven fluctuations,
over which we have no control. Consequently, we may not always be able to pass on any increase in raw
material costs to our customers, which may adversely affect our margins. Further, any disruption in the
supply of raw materials, whether due to shortages, delays in delivery, quality issues, changes in government
policies, regulatory sanctions, shifts in global demand-supply dynamics, or other market factors, may
materially impact our production schedules and may constrain our ability to procure raw materials in a timely
and cost-efficient manner.
In one of our supplier arrangements, we are entitled to receive an annual incentive upon achieving 100% of
the agreed annual procurement quantity. Failure to procure the agreed quantity would result in the loss of
such incentive. In addition, certain suppliers require us to place bulk orders for corten steel, the primary raw
material used in container manufacturing, as it is a specialized steel. If our requirements are lower than the
bulk quantities mandated, we may be compelled to import smaller quantities from overseas suppliers, which
is significantly more expensive. The table below sets forth the raw materials imported by our Company
during the last three fiscals:
(₹ in lakhs, unless otherwise stated)
57Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Raw materials imported -
313.83 -
% of raw material purchased -
21.70% -
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025
Further, fluctuations in raw material prices, changes in supplier terms, or an inability to procure materials at
competitive rates may materially increase our production costs. Such developments could negatively impact
our business, profitability, financial condition, and results of operations. Our ability to maintain consistent
supply and favourable pricing is also subject to market demand-supply dynamics, regulatory changes,
import/export restrictions, and other unforeseen events affecting suppliers.
While we have not faced any instances of shortage of primary raw material in Fiscal 2025, Fiscal 2024 and
Fiscal 2023, we cannot assure you that such instances may not occur in the future. Although we endeavour
to diversify our supplier base and maintain flexibility in our sourcing strategy, there can be no assurance that
we will always be able to do so effectively. Any failure in this regard could materially and adversely affect
our operational and financial performance. In the event of shortages, price fluctuations, tariff increases, or
regulatory restrictions affecting our existing suppliers and export markets, our Company may face difficulties
in sourcing alternative suppliers within India or from overseas markets on commercially viable terms and
retaining competitiveness in foreign markets. These factors may lead to production delays, inability to meet
customer demand, increased costs of operations, or reduced export volumes, resulting in adverse impacts on
our revenues, margins, financial condition, and overall business performance.
26. Our business operations are highly dependent on the availability and cost of power, and any disruption in
supply or increase in tariffs may adversely impact our manufacturing activities and financial
performance.
Our manufacturing operations are power-intensive and rely significantly on uninterrupted electricity supply
from the state electricity grid. While we have installed a solar power plant to partially meet our energy
requirements, the generation of solar power is inherently dependent on external factors such as weather
conditions, seasonal variations, and availability of sunlight, which remain outside our control.
Any prolonged disruption in the state electricity supply, voltage fluctuations, unscheduled outages, or delays
in restoration of power can interrupt our production processes and adversely affect operational efficiency. In
the past, we have experienced several instances of power outages that resulted in temporary plant shutdowns
and disruption of production.
Furthermore, any significant increase in electricity tariffs imposed by state authorities, adverse changes in
government policies relating to power supply, or reduced efficiency of our solar power plant due to climatic
or technical issues could materially increase our production costs. We may not always be able to pass on
such increased costs to our customers, which could negatively affect our business, results of operations, and
financial condition.
27. Exposure to fluctuations and increase in interest rates on our debt obligations could result in higher
finance costs, constraints on liquidity, and adverse impact on our results of operations, financial
condition, and ability to raise additional capital on commercially favourable terms.
We are dependent on a combination of equity, internal accruals and debt financing to fund our operations
and growth. As of August 31, 2025, our Company had total outstanding borrowings of ₹ 3191.77 Lakhs. The
interest rate for term loan facilities availed by our Company ranges from 8.53% to 8.55% p.a. Any increase
58in prevailing interest rates may result in higher finance costs, thereby adversely impacting our results of
operations. Further, rising interest rates may increase our cost of borrowing and limit our ability to raise
additional debt or avail non-fund-based facilities on commercially favorable terms. Any such developments
could adversely affect our liquidity, business, financial condition and results of operations. For further
details, see “Financial Indebtedness” on page 404.
28. Our Company pays a lower corporate tax rate under the Income Tax Act, 1961. If we do not satisfy the
conditions prescribed under the relevant sections of the Income Tax Act, 1961, the benefits availed may
be revoked, which may have an adverse impact on our business, results of operations, financial condition
and cash flows.
As per section 115BAB of the Income Tax Act, 1961, a company has an option to pay income tax in respect
of its total income at a concessional tax rate of 15% (plus surcharge of 10% and 4% cess) provided the
company does not avail of specified exemptions/ incentives/ deductions or set-off of losses/ unabsorbed
depreciation, claims depreciation in the prescribed manner and complies with the other conditions specified
in section 115BAB of the Act. Accordingly, our Company pays tax as per rates prescribed under section
115BAB of the Act. Further, if the conditions mentioned in section 115BAB of the Act are not satisfied in
any assessment year, the option exercised shall become invalid in respect of such assessment year and
subsequent assessment years, and the other provisions of the Act shall apply as if the option under section
115BAB had not been exercised. Accordingly, if our Company fails to comply with the conditions prescribed
under section 115BAB of the Act for any reason whatsoever, our Company may have to pay a higher
corporate tax for the assessment year 2022 onwards and future assessment years, which may have an adverse
impact on our business, results of operations, financial condition and cash flows.
29. Our inability to respond to evolving client demands, technological advancements, or regulatory changes
may adversely affect our business, competitiveness, and growth prospects.
Our industry is subject to technological developments, evolving business models, and frequent regulatory
changes. The success of our business depends significantly on our ability to anticipate and respond to these
changes, and to deliver innovative, cost-effective, and timely solutions that meet the evolving needs of our
clients. Failure to adapt to technological advancements, regulatory requirements, or to enhance our products,
services, and customer experience could reduce the competitiveness and relevance of our offerings. In
addition, our ability to attract and retain qualified technology professionals is critical to addressing our
clients’ increasingly sophisticated requirements. Any inability to effectively respond to these challenges may
adversely impact our business operations, financial performance, and long-term growth.
30. Reliance on unsecured loans from Promoters and Directors, which are repayable on demand, could
adversely affect our cash flows, liquidity position, and ability to finance operations and business growth
in the event of repayment demands.
Our Company has, from time to time, availed unsecured loans from certain of our Directors and Promoters
to meet business requirements. Such loans are unsecured and repayable on demand. As at August 31, 2025,
our Company had outstanding unsecured loans aggregating to ₹ 1364.20 lakhs from certain of our Directors
and Promoters. Pursuant to agreements entered into with each of the below lenders, the following repayment
terms of such loans have been agreed upon:
Name of Lender Amount outstanding as on Repayment Terms Rate of Interest
August 31, 2025 (₹ in lakhs) (%)
Hasmukhbhai 735.00 Repayable on demand 9
Meghjibhai Viradiya
Vallabhbhai 575.45 Repayable on demand 9
Meghjibhai Viradiya
59Vaibhav Vallabhbhai 1.00 Repayable on demand 9
Viradiya
Manishaben Viradiya 52.75 Repayable on demand 9
Total 1364.20
For further details, please refer to “Financial Indebtedness” on page 404.
If any or all of these lenders demand repayment of their respective loans, our Company will be required to
arrange alternative financing, which may not be available on commercially reasonable terms, or at all. Any
such event may adversely affect our business, cash flows, financial condition and results of operations.
31. Defaults or delays in payment by customers could negatively impact our cash flows, working capital,
liquidity, operational continuity, and overall financial condition, thereby adversely affecting our business
performance and results of operations.
In the ordinary course of business, we extend credit to our customers. Our results of operations and
profitability are dependent on the creditworthiness of these customers. Certain customers may have weak
credit profiles, and there can be no assurance that they will be able to meet their payment obligations to us
in a timely manner, or at all. While we have not witnessed any delays in our customer payments in the past,
any deterioration in the financial condition of our customers may adversely impact their ability to make
payments. Consequently, defaults or delays in payments by a significant portion of our customers could
materially and adversely affect our cash flows, results of operations, and overall financial condition.
32. Our funding requirements and the proposed deployment of the Net Proceeds are based on management
estimates and have not been independently appraised, and we may not be able to achieve the Objects of
the Issue within the expected time frame or at all.
We propose to utilize the Net Proceeds for the purposes described under “Objects of the Offer” on page 118,
including funding our working capital requirements amounting to ₹ 5,500 lakhs and for pre-payment or re-
payment, in full or in part, of all or a portion of certain outstanding borrowings availed by our Company
amounting to ₹ 1,600 lakhs. The deployment of the Net Proceeds is based on management’s internal
estimates and assumptions, which have not been appraised or verified by any independent agency.
In addition, our management will have significant discretion in the application of the Net Proceeds, including
the option to utilize a portion of the proceeds towards repayment and/or prepayment of certain term loans.
While repayment of such loans may reduce our cost of debt and allow us to utilize internal accruals for future
investments, such application will not result in the creation of tangible assets.
Given the nature of our business and the inherent uncertainties involved, there can be no assurance that we
will be able to utilize the Net Proceeds in the manner, or within the time frame, currently contemplated. In
the event of increased actual expenses, or a shortfall in the Net Proceeds, we may be required to meet
additional funding requirements through internal accruals, further borrowings, or additional equity issuances,
which may not be available on commercially favorable terms or at all.
33. Our current order book may not necessarily translate into future income in its entirety or could be delayed.
Some of our current orders may be modified, cancelled, delayed, put on hold or not fully paid for by our
clients, which could adversely affect our business reputation, which could have a material adverse effect
on our business, financial condition, results of operations and future prospects.
The profitability of a contract in our order book and our cash flow may be affected by the following amongst
others:
60• withholding of payments by clients or mismatch between our internal cost milestones and the payment
milestones under our contracts;
• the refusal of suppliers to maintain favourable payment conditions and / or performance defaults by
suppliers.
• performance defaults by suppliers;
• client payment defaults, cancellation or termination, withholding of or non-payment by our clients
and/or
• changes in law or taxation, changes in government policies and / or change in budget appropriations.
As any of the above have not occurred in past. However, any of the above occurrences may adversely impact
and reduce the order book position, there can be no assurance that the income anticipated in our order book
will be realised, or, if realised, will be realised on time or result in profits. In addition, our order book during
a particular future period depends on continued growth of the container manufacturing sector in India and
our ability to remain competitive.
We cannot assure you that in the future such contracts (entered/ to be entered into by us) will get completed
in scheduled time and/ or cost overruns on our contracts will not have a material adverse effect on our
business, financial condition and results of operations.
34. Improper storage, processing and handling of our raw materials, work in progress and finished goods
could damage our inventories and, as a result, have an adverse effect on our business, results of operations
and cash flows.
In the event that our raw materials, work in progress and finished goods are improperly stored, processed or
handled, the quality our raw materials, work in progress or finished foods, could be affected. Further, this
could also result in damage to our raw materials, work in progress and finished goods. As a result, our
production outputs could be adversely affected, which could have an adverse effect on our business,
financial condition, results of operations and cash flows. While we have not witnessed any such situation in
the past, however, any such eventuality, if arise in future may impact our business, result of operations and
cash flows.
35. Inability to identify, source, and effectively execute business opportunities could limit our growth
prospects, reduce revenue generation, impair operational efficiency, and adversely affect our financial
performance, results of operations, and overall business sustainability.
Our growth and financial performance are significantly dependent on our ability to identify, evaluate, and
successfully execute business opportunities. To scale our operations, we will be required to recruit, train, and
manage additional personnel and implement systems and processes capable of supporting such growth. There
can be no assurance that we will be able to attract or retain employees who contribute meaningfully to our
business, or that our systems will be implemented effectively.
Further, our current and future business strategies may differ from those presently in use, and there can be
no assurance that our market analyses, strategic initiatives, or planned business approaches will prove
successful under varying market conditions. Any failure to effectively source and execute business
opportunities, or to successfully implement our growth strategies, could materially and adversely affect our
business, financial condition, and results of operations.
36. We are dependent on third party transportation and logistics service providers. Any defect, damage or
destruction caused to our products during the process of delivery could adversely affect our business,
financial condition and results of operations.
61We largely rely on third party transportation and logistics providers for delivery of our raw materials and
products. We do not have any long-term contractual arrangements with such third-party transportation and
logistics providers. Disruptions of logistics could impair our ability to procure raw materials and/or deliver
our products on time, which could materially and adversely affect our business, financial condition and
results of operations. We are subject to the risk of increases in freight costs. If we cannot fully offset any
increase in freight costs, through increase in the prices for our products, we would experience lower margins.
In addition, any increase in export tariffs also will increase expenses which in turn may adversely affect our
business, financial condition and results of operations.
37. The success of our business depends substantially on our strong management, including our Promoters,
Directors, Key Managerial Personnel and Senior Management, and on our operational workforce. Our
inability to retain them or to recruit highly skilled technical personnel that are necessary for our business
could adversely affect our business.
Our success largely depends upon the knowledge and experience of our Promoters, Directors, our Key
Managerial Personnel and our Senior Management as well as our ability to attract and retain skilled
personnel. Any loss of our Promoters , Directors, Key Managerial Personnel, Senior Management or our
ability to attract and retain them and other skilled personnel could adversely affect our business, financial
condition and results of operations. We depend on the management skills and guidance of our Promoters for
development of business strategies, monitoring their successful implementation and meeting future
challenges. Further, we also significantly depend on the expertise, experience and continued efforts of our
Directors, Key Managerial Personnel and our Senior Management. Our future performance will depend
largely on our ability to retain the continued service of our management team. If one or more of our Key
Managerial Personnel or Senior Management are unable or unwilling to continue in his or her present
position, it could be difficult for us to find a suitable or timely replacement and our business, financial
condition and results of operations could be adversely affected.
38. Significant shareholding retained by our Promoters after the Offer could enable them to exercise
substantial influence over strategic decisions, management policies, board composition, dividend
distribution, other corporate matters, and our overall governance, operational autonomy, and business
decisions.
As on the date of this Draft Red Herring Prospectus, our Promoters, hold, in aggregate, 96.12% of our issued,
subscribed and paid-up share capital (on a fully diluted basis) and after the completion of the Offer, our
Promoters will hold [●] portion of our issued, subscribed and paid-up share capital (on a fully diluted basis).
For more information, see “Capital Structure” on page 102. Accordingly, our Promoters will continue to
exercise significant influence over our business and all matters requiring shareholders’ approval, including
the composition of our Board of Directors, the adoption of amendments to our certificate of incorporation,
the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets,
and the policies for dividends, lending, investments and capital expenditures or any amendment to our
Memorandum of Association and Articles of Association. The interests of our Promoters, as our Company’s
significant shareholders, could be different from the interests of our other Shareholders and their influence
may result in change of management or control of our Company, even if such a transaction may not be
beneficial to our other Shareholders. In addition, if our Promoters and our other shareholders do not act
together, matters requiring shareholders’ approval may be delayed or may not occur at all, which could
adversely affect our business. Moreover, our Promoters are not obligated to provide us with any business
opportunities. If our Promoters invest in another company in competition with us, we may lose the support
provided to us by them, which could adversely affect our business, results of operations, financial condition
and cash flows. We cannot assure you that our Promoters will act to resolve any conflicts of interest in our
favor and any such conflict may adversely affect our ability to execute our business strategy or to operate
our business.
6239. 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. Additionally, under some of
our loan agreements, we may not be permitted to declare any dividends, if there is a default under such loan
agreements or unless our Company has paid all the dues to the lender up to the date on which the dividend
is declared or paid or has made satisfactory provisions thereof. Accordingly, realization of a gain on
shareholder’s 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” on page 299.
40. Our financing arrangements contain certain restrictive covenants. Any non-compliance may lead to,
amongst others, accelerated repayment schedule, enforcement of security and suspension of further
drawdowns, which in turn may limit our ability to pursue our business and limit our flexibility in planning
for, or reacting to the changes in our business or industry including our plans for expansion and
diversification, which may adversely affect our business, results of operations, financial condition and
cash flows.
As of August 31, 2025, we had total outstanding borrowings of ₹3191.77 Lakhs. Our financing agreements
include conditions and restrictive covenants, including the requirement that we obtain consent from or notify
our respective lenders prior to carrying out certain activities and entering into certain transactions including,
among others, effecting any change in our Company’s capital structure, amending our Company’s
memorandum of association or articles of association. While we have obtained consent from the Bank inter
alia in relation to the prospective change in capital structure and management on account of the Offer, these
restrictions may limit our flexibility in responding to business opportunities, competitive developments and
adverse economic or industry conditions. Further, a breach of any of the covenants, or a failure to pay interest
or indebtedness when due, under this or any of our other financing arrangements, could result in a variety of
adverse consequences, including the termination of one or more of our credit facilities, levy of penal interest,
acceleration of all amounts due under such facilities, any of which may adversely affect our business, results
of operations and financial condition. Our financing agreements also generally contain certain financial
covenants which vary depending on the requirements of the financial institution extending the loan and the
conditions negotiated under each financing document. Such covenants may restrict or delay certain actions
or initiatives that we may propose to take from time to time. We cannot assure you that we will comply with
the covenants with respect to our financing arrangements in the future or that we will be able to secure
waivers for any such non-compliance in a timely manner or at all. If the obligations under any of our
financing are accelerated, we may have to dedicate a substantial portion of our cash flow from operations to
make payments under such financing documents, thereby reducing the availability of cash for our working
capital requirements and other general corporate purposes.
For further information, see “Financial Indebtedness” on page 404.
41. Our manufacturing facility are subject to operating risks. Any shutdown of our existing manufacturing
facility or any other operational problems caused by unforeseen events may reduce sales and adversely
affect our business, cash flows, results of operations and financial condition.
As of the date of this Draft Red Herring Prospectus, our manufacturing facility is located at Shampara,
Bhavnagar, Gujarat. Our manufacturing facility is subject to operating risks, and we may encounter
63manufacturing problems or experience difficulties or delays in production as a result of occurrence of the
following events or any other events beyond our control:
a) forced or voluntary closure of manufacturing plant, including as a result of regulatory actions or for
maintenance;
b) problems with supply chain continuity, including as a result of natural or man-made disasters at any of
our manufacturing facility;
c) manufacturing shutdowns, breakdown or failure of equipment, equipment performance below expected
levels of efficiency, obsolescence of our equipment and production facility, industrial accidents and the
need to comply with the directives of relevant government authorities;
d) labour disputes, strikes, lock-outs that may result in temporary shutdowns or manufacturing
disruptions;
e) any changes in the availability of power or water availability which impacts the entire region;
f) failure of a supplier to provide us with the critical raw materials or components for an extended period
of time, which could impact continuous supply;
g) shortage of qualified personnel;
h) operational or technical issues in our production facility;
i) changes in applicable local and international laws and regulations impacting our manufacturing facility
where our Company operates; and
j) changes in political relationships between India and the countries in which we export and local political
tensions.
There is no assurance that our business and financial results may not be affected by any disruption of
operations at our manufacturing facility, including as a result of any of the factors mentioned above. In Fiscal
2026, our Company’s production facility was temporarily kept on hold for a period of approximately 2.5
months due to planned maintenance activity undertaken for our entire manufacturing facility. The said
maintenance activity was undertaken after our Company completed a job work for the manufacturing of a
major order of containers for our Subsidiary, to be supplied by it to its end customer who is a public sector
undertaking. The temporary suspension of our production activities resulted in reduced manufacturing
output, which in turn led to a decline in revenue during that period.
Any such disruption in our operations may result in reduced production and reduced sales or higher costs to
arrange for alternative arrangements to meet our customer obligations and may also lead to loss of business
and/or loss of customer which could adversely affect our business, cash flows, results of operations and
financial condition.
42. Our Company is presently not subject to the provisions of the Employees’ State Insurance Act, 1948 as
Shampara, where our registered office is situated, is not a notified area; however, in the event Shampara
is notified in the future, we may become subject to additional compliance requirements and costs under
the ESI Act.
Our registered office is situated in the village of Shampara, Taluka & District Bhavnagar, Gujarat. As per
Circular No. 37.N-15/14/40/95/Ins.I dated May 30, 2006, Shampara is not a notified area under the
provisions of the Employees’ State Insurance Act, 1948 (“ESI Act”) and accordingly, the provisions of the
ESI Act are currently not applicable to our Company. However, in the Ministry of Corporate Affairs
(“MCA”) records, our registered office address reflects as a part of the town “Vartej” since the MCA database
does not capture Shampara under Pincode 364060, and instead maps the Pincode to Vartej as confirmed by
e-gov cell. Our Company’s registered office is therefore shown to have been covered under Vartej in addition
to Shampara, although our office is actually located in Shampara.
In the event Shampara is notified as a covered area under the ESI Act in the future, we may become subject
to additional statutory compliances, including making contributions towards employee insurance,
64maintaining prescribed records, and meeting other obligations under the ESI Act. This may result in
additional financial outflow and compliance burden for our Company, and any failure to comply with such
requirements could expose us to penalties and other enforcement actions.
43. Our business exposes us to risks inherent to the operation of machinery, which may experience failures
or cause injury either because of defects, faulty maintenance or repair, or improper use, which may
adversely affect our business, results of operations, financial condition and cash flows.
Our machineries are subject to wear and tear, breakdowns, malfunctions, power failures, human errors,
accidents, natural disasters, sabotage, theft, fire, explosion, or other events that may cause damage,
disruption, or injury. Any such event may result in production delays, loss of inventory, damage to property,
plant and equipment, environmental liabilities, legal claims, regulatory penalties, increased costs, loss of
revenue, reputational harm, or harm to our employees or third parties. We may not be able to timely and
effectively repair, replace, or restore the affected equipment and machinery, or find alternative sources of
production, which may adversely affect our ability to meet the demand for our products. While we have not
faced such instances during the last three Fiscals, we cannot assure such risks will not occur in the future.
Any failure or delay to mitigate the aforesaid risk, could adversely affect the efficiency, reliability, and safety
of our operations.
44. Compliance with regulatory, disclosure, corporate governance, and other obligations associated with
being a public listed company could increase administrative burden, strain our management and financial
resources, and impose additional operational, reporting, and compliance requirements, potentially
affecting our business operations, strategic flexibility, and financial performance”.
We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of
our affairs by shareholders, regulators and the public at large that is associated with being a listed company.
As a listed company, we will incur significant legal, accounting, corporate governance and other expenses
that we did not incur as an unlisted company. We will be subject to the SEBI Listing Regulations, which
will, among other things, require us to file audited annual and unaudited quarterly reports with respect to our
business and financial condition. If we experience any delays, we may fail to satisfy our reporting obligations
and/or we may not be able to readily determine and accordingly report any changes in our results of
operations as promptly as other listed companies. Further, as a publicly listed company, we will need to
maintain and improve the effectiveness of our disclosure controls and procedures and internal control over
financial reporting, including keeping adequate records of daily transactions. In order to maintain and
improve the effectiveness of our disclosure controls and procedures and internal control over financial
reporting, significant resources and management attention will be required. As a result, our management’s
attention may be diverted from our business concerns, which may adversely affect our business, results of
operations, financial condition and cash flows. In addition, we may need to hire additional legal and
accounting staff with appropriate experience and technical accounting knowledge, but we cannot assure you
that we will be able to do so in a timely and efficient manner.
45. An inability to establish and maintain effective internal controls could lead to an adverse effect on our
business, results of operations, cash flows and financial condition.
Our success depends on our ability to effectively utilize our resources and maintain internal controls.
Maintaining such internal controls requires human diligence and compliance and is therefore subject to
lapses in judgment and failures that result from human error. Our efforts in improving our internal control
systems may not result in eliminating all risks. If we are not successful in discovering and eliminating
weaknesses in our internal controls, our ability to manage our business effectively may materially affected.
While we have not faced any lapses in our internal controls that led to any adverse effect on our business or
operations in Fiscals 2025, 2024 and 2023, any such lapses in the future may lead to an adverse effect on our
business, financial condition, cash flows and results of operations. We are also subject to anti-corruption
65laws and regulations, which generally prohibit us and our employees and intermediaries from bribing, being
bribed or making other prohibited payments to government officials or other persons to obtain or retain
business or gain some other business advantage. While our code of conduct requires our employees and
intermediaries to comply with all applicable laws, these measures may not prevent the breach of such anti-
corruption laws. If we are not in compliance with applicable anti-corruption laws, we may be subject to
criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses,
which could have an adverse impact on our business, financial condition, cash flows, results of operations
and liquidity. Likewise, any investigation of any potential violations of anti-corruption laws by the relevant
authorities could also have an adverse impact on our business and reputation.
46. General economic and market conditions in India and globally may adversely affect our business,
financial condition, results of operations, cash flows, and prospects.
Our business performance is significantly influenced by prevailing economic and market conditions in India
and other jurisdictions where we operate. Factors such as changes in macroeconomic and monetary policies,
industry-specific developments, mergers and acquisitions, regulatory changes, household savings patterns,
shifts in investor preferences towards alternative financial instruments, volatility in securities markets,
fluctuations in interest and currency rates, inflationary pressures, availability and cost of capital, foreign
investment inflows, and overall consumer confidence may materially impact our operations.
In addition, global economic and political uncertainties can adversely affect the Indian economy and capital
markets. Historically, the Indian capital markets have experienced periods of significant volatility, and the
Indian economy has witnessed sustained periods of high inflation. Any significant increase in inflation or
real interest rates may reduce financial savings, increase employee and operational costs, and adversely
impact the demand for our products and services.
47. Certain sections of this Draft Red Herring Prospectus disclose information from the ICRA Report which
has been prepared exclusively for the Offer and commissioned and paid for by us exclusively in connection
with the Offer and any reliance on such information for making an investment decision in the Offer is
subject to inherent risks.
We have commissioned from ICRA Analytics Limited its report titled “Global and India Shipping Industry”
dated September 19 2025, pursuant to an engagement letter dated May 12, 2025. Certain information in
“Industry Overview,” “Our Business” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations”, on pages 155, 206 and 409, respectively, have been derived from the ICRA
Report. Neither we nor any other person connected with this Draft Red Herring Prospectus has verified the
information in the ICRA Report or the other industry sources. Further, the ICRA Report is prepared based
on information as of specific dates, which may no longer be current or reflect current trends. For the
disclaimer regarding the ICRA Report, see “Certain Conventions, Presentation of Financial, Industry and
Market Data –Industry and market data” on page 22.
Further, the commissioned report is not a recommendation to invest or disinvest in our Company and shall
not be construed as an expert advice or investment advice. Prospective investors are advised not to unduly
rely on the ICRA Report or extracts thereof as included in this Draft Red Herring Prospectus, when making
their investment decisions
48. We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain
other industry measures related to our operations and financial performance. These non-GAAP measures
and industry measures may vary from any standard methodology that is applicable across the industry in
which we operate, and therefore may not be comparable with financial or industry related statistical
information of similar nomenclature computed and presented by other companies.
66Certain non-GAAP financial measures and certain other industry measures relating to our operations and
financial performance have been included in this Draft Red Herring Prospectus. We compute and disclose
such non-GAAP financial measures and such other industry related statistical information relating to our
operations and financial performance as we consider such information to be useful measures of our business
and financial performance, and because such measures are frequently used by securities analysts, investors
and others to evaluate the operational performance of the industry in which we operate, many of which
provide such non-GAAP financial measures and other industry related statistical and operational
information. Such supplemental financial and operational information is therefore of limited utility as an
analytical tool, and investors are cautioned against considering such information either in isolation or as a
substitute for an analysis of our audited financial statements as reported under applicable accounting
standards disclosed elsewhere in this Draft Red Herring Prospectus. These non-GAAP financial measures
and such other industry related statistical and other information relating to our operations and financial
performance may not be computed on the basis of any standard methodology that is applicable across the
industry and therefore may not be comparable to financial measures and industry related statistical
information of similar nomenclature that may be computed and presented by other companies. For further
information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations
–Non-GAAP Measures” on page 417.
49. Our Company is substantially owned and controlled by our Promoters and Directors, who are members
of the same family, and any disputes or disagreements among them could adversely affect our business,
financial condition, results of operations and prospects.
Our Promoters and certain members of our Board of Directors belong to the same family and, in aggregate,
exercise significant influence over the management and control of our Company aggregating to 96.12 % of
the issued and paid up capital. As a result, our Promoters and Directors are in a position to influence matters
requiring shareholder or Board approval, including business strategy, significant policies, appointment of
key managerial personnel and other critical decisions. While such ownership and management structure
provides continuity, it also entails a risk that any actual or potential conflicts of interest, disputes or
disagreements among the family members in relation to the management, control, succession planning or
direction of our Company may have an adverse impact on the conduct of our business.
Any such disputes or disagreements may lead to delays in decision making, disruption of management
functions, diversion of resources, or even litigation or other proceedings, all of which may materially and
adversely affect our business operations, reputation, financial condition, results of operations and future
prospects.
50. Our Company also participate in tender-based processes and invitations for submission of bids to secure
new customers for business of our Company, and there can be no assurance that we will be successful in
such processes.
Our Company also participate in tenders/biddings to secure new customers. Our Company’s ability to obtain
new business and expand our operations is also dependent on our success in responding to and being awarded
such tenders and invitations. The outcome of these processes is subject to various factors, many of which are
beyond our control, including but not limited to, the technical and financial eligibility criteria prescribed, the
evaluation parameters adopted by the customer, the number and profile of competing bidders, pricing
considerations, and the timing and frequency of such tendering processes.
There can be no assurance that we will be able to qualify for, participate in, or be awarded contracts pursuant
to such tender processes, or that the terms of such contracts will be commercially favorable to our Company.
External Risk Factors
6751. Political, economic or other factors that are beyond our control may have an adverse effect on our
business and results of operations.
The Indian economy and capital markets are influenced by economic, political and market conditions in
India and globally including adverse geopolitical conditions. The following external risks may have an
adverse impact on our business and results of operations, should any of them materialize:
a) political instability, resulting from a change in government or economic and fiscal policies, may
adversely affect economic conditions in India. In recent years, India has implemented various economic
and political reforms. Reforms in relation to land acquisition policies and trade barriers have led to
increased incidents of social unrest in India over which we have no control;
b) instability in other countries and adverse changes in geopolitical situations;
c) change in the government or a change in the economic and deregulation policies could adversely affect
economic conditions prevalent in the areas in which we operate in general and our business in
particular;
d) strikes, lock-outs, work stoppages or increased wage demands by employees, or vendors;•civil unrest,
acts of violence, terrorist attacks, regional conflicts or war;
e) instability in the financial markets and volatility in, and actual or perceived trends in trading activity
on, India’s principal stock exchanges;
f) epidemics or any other public health emergency in India or in countries in the region or globally,
including in India’s various neighbouring countries;
g) imposition of trade tariffs on imports and exports, such as US trade tariffs in 2025;
h) a decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy;
i) macroeconomic factors and central bank regulation, including in relation to interest rates movements
which may in turn adversely impact our access to capital and increase our borrowing costs;
j) high rates of inflation in India could increase our costs without proportionately increasing our revenues,
and as such decrease our operating margins; and
k) any other significant regulatory or economic developments in or affecting India or our regional markets.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy,
could adversely affect our business, results of operations, financial condition and cash flows and the price of
the Equity Shares. Our performance and the growth of our business depend on the overall performance of
the Indian economy as well as the economies of the regional markets in which we operate. Moreover, we are
dependent on the various policies, initiatives and schemes proposed or implemented in India, however, there
can be no assurance that such policies, initiatives and schemes will yield the desired results or benefits which
we anticipate and rely upon for our growth.
52. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and
other events could adversely affect our business.
Natural disasters (such as typhoons, flooding, and/or earthquakes), epidemics, pandemics such as COVID-
19, and man-made disasters, including acts of war, terrorist attacks, and other events, many of which are
beyond our control, may lead to economic instability, including in India or globally, which may in turn
adversely affect our business, financial condition, and results of operations. Developments in the ongoing
conflict between Russia and Ukraine and the Israel and Palestine has resulted in and may continue to result
in a period of sustained instability across global financial markets, induce volatility in commodity prices,
adversely impact availability of natural gas, increase in supply chain, logistics times and costs, increase
borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in
economic activity in India. Our operations may be adversely affected by fires, natural disasters, and/or severe
weather, which can result in damage to our property or inventory and generally reduce our productivity, and
may require us to evacuate personnel and suspend operations. Any terrorist attacks or civil unrest as well as
other adverse social, economic, and political events in India could have a negative effect on us. Such
68incidents could create a perception that investment in Indian companies involves a higher degree of risk and
could have an adverse effect on our business and the price of the Equity Shares. A number of countries in
Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases
and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1, and
H1N1 strains of influenza in birds and swine and more recently, the SARS-CoV-2 virus and the monkeypox
virus. Another outbreak of the COVID-19 pandemic or future outbreaks of SARS-CoV-2 virus or a similar
contagious disease could adversely affect the global economy and economic activity in the region. As a
result, any present or future outbreak of a contagious disease could have an adverse effect on our business
and the trading price of the Equity Shares
53. A downgrade in sovereign credit rating of India and other jurisdictions we operate in may affect the
trading price of the Equity Shares.
Our borrowing costs and our access to the debt capital markets depend significantly on the sovereign credit
ratings of India. India’s sovereign debt rating could be downgraded due to various factors, including changes
in tax or fiscal policy or a decline in India’s foreign exchange reserves, which are outside our control. Any
adverse revisions to sovereign credit ratings for India and other jurisdictions we operate in by international
rating agencies may adversely impact our ability to raise additional financing and the interest rates and other
commercial terms at which such financing is available, including raising any overseas additional financing.
This could have an adverse effect on our ability to fund our growth on favourable terms and consequently
adversely affect our business and financial performance and the price of the Equity Shares.
54. We may be affected by competition laws in India, the adverse application or interpretation of which could
adversely affect our business.
The Competition Act, 2002 (“Competition Act”) was enacted for the purpose of preventing practices that
have or are likely to have an adverse effect on competition in India and has mandated the Competition
Commission of India to prevent such practices. Under the Competition Act, any arrangement, understanding
or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on
competition (“AAEC”) is void and attracts substantial penalties. Further, any agreement among competitors
which, directly or indirectly, involves determination of purchase or sale prices, limits or controls production,
or shares the market by way of geographical area or number of subscribers in the relevant market is presumed
to have an appreciable adverse effect in the relevant market in India and shall be void. The Competition Act
also prohibits abuse of a dominant position by any enterprise. On March 4, 2011, the Indian central
government notified and brought into force the combination regulation (merger control) provisions under
the Competition Act with effect from June 1, 2011. These provisions require acquisitions of shares, voting
rights, assets or control or mergers or amalgamations that cross the prescribed asset-and turnover-based
thresholds to be mandatorily notified to, and pre-approved by, the CCI. In addition, on May 11, 2011, the
CCI issued the Competition Commission of India (Procedure for Transaction of Business Relating to
Combinations) Regulations, 2011, as amended, which sets out the mechanism for implementation of the
merger control regime in India.
The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) was notified on April 11,
2023, which amends the Competition Act and gives the CCI additional powers to prevent practices that harm
competition and the interests of consumers. The Competition Amendment Act, inter alia, modifies the scope
of certain factors used to determine AAEC, reduces the overall time limit for the assessment of combinations
by the CCI from 210 days to 150 days and empowers the CCI to impose penalties based on the global
turnover of entities, for anti-competitive agreements and abuse of dominant position.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an
AAEC in India. Consequently, all agreements entered by us could be within the purview of the Competition
Act. Further, the CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or
combination occurring outside India if such agreement, conduct, or combination has an AAEC in India.
69However, the impact of the provisions of the Competition Act on the agreements entered by us cannot be
predicted with certainty at this stage. However, since we pursue an acquisition driven growth strategy, we
may be affected, directly or indirectly, by the application or interpretation of any provision of the
Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be
generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied
under the Competition Act, it would adversely affect our business, results of operations, cash flows, and
prospects.
55. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, including conditions in the United States, Europe and certain emerging economies in Asia.
Financial turmoil in Asia, United States, United Kingdom, Russia and elsewhere in the world in recent years
has adversely affected the Indian economy. Any worldwide financial instability may cause increased
volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and
financial sector and us. Although economic conditions vary across markets, loss of investor confidence in
one emerging economy may cause increased volatility across other economies, including India. Financial
instability in other parts of the world could have a global influence and thereby negatively affect the Indian
economy. Financial disruptions could adversely affect our business, prospects, financial condition, results of
operations and cash flows. Further, economic developments globally can have a significant impact on our
principal markets. Concerns related to a trade war between large economies may lead to increased risk
aversion and volatility in global capital markets and consequently have an impact on the Indian economy.
These developments, or the perception that any of them could occur, have had and may continue to have an
adverse effect on global economic conditions and the stability of global financial markets, and may
significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain
financial markets or restrict our access to capital. This could have an adverse effect on our business, financial
condition and results of operations and reduce the price of the Equity Shares.
56. Changing laws, rules or regulations and legal uncertainties including taxation laws, or their
interpretation, such changes may significantly affect our financial statements.
The regulatory environment in which we operate is evolving and is subject to change. The GoI may
implement new laws or other regulations or change existing laws or regulations such as the Jute Packaging
Material (Compulsory Use in Packaging Commodities) Act, 1987 that could affect the industry in which we
operate, or which could lead to new compliance requirements. Any new compliance requirements could
increase our costs or otherwise adversely affect our business, financial condition and results of operations.
Further, the manner in which new requirements will be enforced or interpreted can lead to uncertainty in our
operations and could adversely affect our operations. For instance, the Supreme Court of India has in a
decision clarified the components of basic wages which need to be considered by companies while making
provident fund payments, which resulted in an increase in the provident fund payments to be made by
companies. For details on the laws applicable to us, please see “Key Regulations and Policies” on page 246.
The Income Tax Act, 1961 (“IT Act”) was amended to provide domestic companies an option to pay
corporate income tax at the effective rate of approximately 25.17% (inclusive of applicable surcharge and
health and education cess), as compared to effective rate of 34.94% (inclusive of applicable surcharge and
health and education cess), provided such companies do not claim certain specified deductions or
exemptions. Further, where a company has opted to pay the reduced corporate tax rate, the minimum
alternate tax provisions would not be applicable. Any such future amendments may affect our ability to claim
exemptions that we have historically benefited from, and such exemptions may no longer be available to us.
Any adverse order passed by the appellate authorities/ tribunals/ courts would have an effect on our
profitability.
70Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”),
in the hands of the company at an effective rate of 20.56% (inclusive of applicable surcharge and cess). Such
dividends were generally exempt from tax in the hands of the shareholders. However, the GoI has amended
the IT Act to abolish the DDT regime. Accordingly, any dividend distribution by a domestic company is
subject to tax in the hands of the investor at the applicable rate. Additionally, we are required to withhold tax
on such dividends distributed at the applicable rate.
The Government of India announced the union budget for Fiscal 2026, following which the Finance Bill,
2025 received the President of India’s assent on March 29, 2025, and became effective on April 1, 2025.
Investors are advised to consult their own tax advisors and to carefully consider the potential tax
consequences of owning, investing or trading in the Equity Shares. Uncertainty in the applicability,
interpretation or implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent, may be time
consuming as well as costly for us to resolve and may affect the viability of our current business or restrict
our ability to grow our business in the future.
Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and
regulations including foreign investment and stamp duty laws governing our business and operations could
result in us being deemed to be in contravention of such laws and may require us to apply for additional
approvals. For instance, the Supreme Court of India has in a decision clarified the components of basic wages
which need to be considered by companies while making provident fund payments, which resulted in an
increase in the provident fund payments to be made by companies. Any such decisions in future or any
further changes in interpretation of laws may have an impact on our results of operations.
Further, the Government of India introduced new laws relating to social security, occupational safety,
industrial relations and wages namely, the Code on Social Security, 2020 (“Social Security Code”), the
Occupational Safety, Health and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and
the Code on Wages, 2019, which consolidate, subsume and replace numerous existing central labour
legislations, which were to take effect from April 1, 2021 (collectively, the “Labour Codes”). The
Government of India has deferred the effective date of implementation of the respective Labour Codes, and
they shall come into force from such dates as may be notified. Different dates may also be appointed for the
coming into force of different provisions of the Labour Codes. While the rules for implementation under
these codes have not been finalized, as an immediate consequence, the coming into force of these codes
could increase the financial burden on our Company, which may adversely affect our profitability. For
instance, under the Social Security Code, a new concept of deemed remuneration has been introduced, such
that where an employee receives more than half (or such other percentage as may be notified by the Central
Government) of their total remuneration in the form of allowances and other amounts that are not included
within the definition of wages under the Social Security Code, the excess amount received shall be deemed
as remuneration and accordingly be added to wages for the purposes of the Social Security Code and the
compulsory contribution to be made towards the employees’ provident fund.
In another example, the Government of India has made it mandatory for business establishments with
turnover above a certain size to offer digital modes of payment from November 2019, with no charges being
levied on the consumers or the merchants by banks and payment service providers. The Parliament of India
has passed the Bharatiya Nyaya Sanhita, 2023, the Bharatiya Nagarik Suraksha Sanhita, 2023 and the
Bharatiya Sakshya Adhiniyam, 2023, which have repealed the Indian Penal Code, 1860, the Code of
Criminal Procedure, 1973 and the Indian Evidence Act, 1872, respectively, with effect from July 1, 2024.
The effect of the provisions of these on us and the litigations involving us cannot be predicted with certainty
at this stage. Uncertainty in the applicability, interpretation or implementation of any amendment to, or
change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of
administrative or judicial precedent may be time consuming as well as costly for us to resolve and may
impact the viability of our current businesses or restrict our ability to grow our businesses in the future.
7157. If inflation were to rise in India, we might not be able to increase the prices of our products at a
proportional rate in order to pass costs on to our customers thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India
has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest
rates and increased costs to our business, including increased costs of wages and other expenses relevant to
our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately
pass on to our customers, whether entirely or in part, and may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or increase the price of our products to pass
the increase in costs on to our customers. In such case, our business, results of operations, cash flows and
financial condition may be adversely affected.
Further, the Government of India has previously initiated economic measures to combat high inflation rates,
and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation
levels will not worsen in the future.
58. If inflation were to rise significantly in the geographies we operate, and in particular in India, we might
not be able to increase the prices of our products and services at a proportional rate thereby reducing our
margins.
Inflation rates in India and other geographies where we conduct operations have been volatile in recent years,
and such volatility may continue in the future. In particular, India has experienced high inflation in the recent
past. Increased inflation can contribute to an increase in interest rates and increased costs to our business,
including increased costs of transportation, wages, raw materials and other expenses relevant to our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately
pass on to our customers, whether entirely or in part, and may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or entirely offset any increases in costs with
increases in prices for our products. In such case, our business, results of operations, financial condition and
cash flows may be adversely affected. Further, the Government has previously initiated economic measures
to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be
no assurance that Indian inflation levels will not worsen in the future.
59. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, the Book
Running Lead Managers or any of their directors and executive officers in India respectively, except by
way of a lawsuit in India.
Our Company is a company incorporated under the laws of India and all of our Directors reside in India. A
substantial portion of our assets, all of our Key Managerial Personnel and officers are also residents of India.
As a result, it may not be possible for investors to effect service of process upon our Company or such
persons in jurisdictions outside India, or to enforce judgments obtained against such parties outside India.
Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court was of the view
that the amount of damages awarded was excessive or inconsistent with public policy, or if judgments are in
breach or contrary to Indian law. In addition, a party seeking to enforce a foreign judgment in India is required
to obtain approval from the RBI to execute such a judgment or to repatriate outside India any amounts
recovered.
72Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the
Code of Civil Procedure, 1908. India is not party to any international treaty in relation to the recognition or
enforcement of foreign judgments. India has reciprocal recognition and enforcement of judgments in civil
and commercial matters with only a limited number of jurisdictions, such as the United Kingdom, United
Arab Emirates, Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with
reciprocity must meet certain requirements established in the Indian Code of Civil Procedure, 1908. The
CPC only permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction, not
being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments
or decrees from jurisdictions which do not have reciprocal recognition with India, including the United
States, cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment
of money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated
solely upon the general laws of the nonreciprocating territory, would not be directly enforceable in India.
The party in whose favour a final foreign judgment in a non-reciprocating territory is rendered may bring a
fresh suit in a competent court in India based on the final judgment within three years of obtaining such final
judgment. However, it is unlikely that a court in India would award damages on the same basis as a foreign
court if an action were brought in India or that an Indian court would enforce foreign judgments if it viewed
the amount of damages as excessive or inconsistent with the public policy in India. Further, there is no
assurance that a suit brought in an Indian court in relation to a foreign judgment will be disposed of in a
timely manner. In addition, any person seeking to enforce a foreign judgment in India is required to obtain
the prior approval of the RBI to repatriate any amount recovered, and we cannot assure that such approval
will be forthcoming within a reasonable period of time, or at all, or that conditions of such approval would
be acceptable. Such amount may also be subject to income tax in accordance with applicable law.
Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be
enforced by proceedings in execution in India. The United States and India do not currently have a treaty
providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. A final
judgment for the payment of money rendered by any court in a non-reciprocating territory for civil liability,
whether or not predicated solely upon the general laws of the non-reciprocating territory, would not be
enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against us, our officers
or directors, it may be required to institute a new proceeding in India and obtain a decree from an Indian
court. Any such suit must be brought in India within three years from the date of the judgment in the same
manner as any other suit filed to enforce a civil liability in India.
60. Recent global economic conditions have been challenging and continue to affect the Indian market, which
may adversely affect our business, results of operations, financial condition and cash flows.
The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse
effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging
market countries or an onset of recession, may also affect investor confidence and cause increased volatility
in Indian securities markets and indirectly affect the Indian economy in general. Any worldwide financial
instability could also have a negative impact on the Indian economy, including the movement of exchange
rates and interest rates in India and could then adversely affect our business, financial performance and the
price of our Equity Shares. Further, the generalized system of preferences, a US trade preference program,
situation in the United Sates is also subject to changes and modification without notice and which could
impact the duty structure applicable to certain of our products exported to the United States. We cannot
assure that our products will not be subject adverse duty levy in any of our export markets.
Any other global economic developments or the perception that any of them could occur may continue to
have an adverse effect on global economic conditions and the stability of global financial markets, and may
significantly reduce global market liquidity and restrict the ability of key market participants to operate in
73certain financial markets. Any of these factors could depress economic activity and restrict our access to
capital, which could have an adverse effect on our business, results of operations, financial condition and
cash flows and reduce the price of our equity shares. Any financial disruption could have an adverse effect
on our future financial performance, shareholders’ equity and the price of our Equity Shares.
61. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further,
the current market price of some securities listed pursuant to certain previous issues managed by the Book
Running Lead Manager is below their respective issue price.
The determination of the Price Band is based on various factors and assumptions and will be determined by
our Company in consultation with the BRLMs. Furthermore, the Offer Price of the Equity Shares will be
determined by our Company in consultation with the BRLMs through the Book Building Process. These will
be based on numerous factors, including factors as described under “Basis of Offer Price” beginning on page
136 and may not be indicative of the market price for the Equity Shares after the Offer.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market may
not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for our
Equity Shares will develop or, if developed, the liquidity of such market for the Equity Shares. You may not
be able to re-sell your Equity Shares at or above the Offer price and may as a result lose all or part of your
investment. In addition to the above, the current market price of securities listed pursuant to certain previous
initial public offerings managed by the BRLMs is below their respective issue price. For further details, see
“Other Regulatory and Statutory Disclosures – Price information of past offers handled by the Book Running
Lead Managers” beginning on page 457. The factors that could affect the market price of the Equity Shares
include, among others, broad market trends, financial performance and results of our Company post-listing,
and other factors beyond our control. Our Equity Shares are expected to trade on the Stock Exchanges after
the Offer, but we cannot assure you that an active market will develop or sustained trading will take place in
the Equity Shares or provide any assurance regarding the price at which the Equity Shares will be traded
after listing. Investors may not be able to sell our Equity Shares at the quoted price if there is no active
trading in our Equity Shares.
62. The trading volume and market price of the Equity Shares may be volatile following the Offer.
The market price of the Equity Shares may fluctuate as a result of, among other things, the following factors,
some of which are beyond our control:
a) quarterly variations in our results of operations;
b) results of operations that vary from the expectations of securities analysts and investors;
c) results of operations that vary from those of our competitors;
d) changes in expectations as to our future financial performance, including financial estimates by
research analysts and investors;
e) a change in research analysts’ recommendations;
f) announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations
or capital commitments;
g) announcements by third parties or governmental entities of significant claims or proceedings against
us;
h) new laws and governmental regulations applicable to our industry;
i) additions or departures of key management personnel;
j) changes in exchange rates;
k) fluctuations in stock market prices and volume; and
l) general economic and stock market conditions.
Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares.
7463. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the
time taken for such conversion may reduce the net dividend to foreign investors. In addition, any adverse
movement in currency exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares
outside India, for example, because of a delay in regulatory approvals that may be required for the sale of
Equity Shares may reduce the proceeds received by Shareholders. For example, the exchange rate between
the Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate
substantially in the future, which may have an adverse effect on the returns on our Equity Shares, independent
of our operating results.
64. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on our
Equity Shares.
Capital gains arising from the sale of our Equity Shares are generally taxable in India. Any gain realized on
the sale of our Equity Shares on a stock exchange held for more than 12 months is subject to long term
capital gains tax in India. A securities transaction tax (“STT”) will be levied on and collected by an Indian
stock exchange on which our Equity Shares are sold. Any gain realized on the sale of our Equity Shares held
for more than 12 months by 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 our Equity Shares held for a period of 12 months or less will be subject to
short-term capital gains tax in India. Further, any gain realized on the sale of listed equity shares held for a
period of 12 months or less that 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 higher rate compared to the transaction
where STT has been paid in India. Capital gains arising from the sale of our Equity Shares will be exempt
from taxation in India in cases where an exemption is provided under a treaty between India and the country
of which the seller is a resident.
As a result, subject to any relief available under an applicable tax treaty or under the laws of their own
jurisdictions, 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 our Equity Shares.
Further, the Government of India announced the union budget for Fiscal 2026, following which the Finance
Bill, 2025 (“Finance Bill”) was introduced in the Lok Sabha on February 1, 2025. Investors are advised to
consult their own tax advisers and to carefully consider the potential tax consequences of owning, investing
or trading in the Equity Shares. There is no certainty on the impact that the Finance Act may have on our
business and operations or on the industry in which we operate. Uncertainty in the applicability,
interpretation or implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent may be time-
consuming as well as costly for us to resolve and may affect the viability of our current business or restrict
our ability to grow our business in the future. Additionally, the Union Cabinet, Government of India has
recently approved the Income Tax Bill, 2025, which inter alia, proposes to amend the income tax regime and
replace the Income Tax Act, 1961. There is no certainty on the impact of the Income Tax Bill, 2025, once
enacted, on tax laws or other regulations, which may adversely affect our business, financial condition,
results of operations or on the industry in which we operate.
Pursuant to amendments notified by the Finance Act (No.2) Act, 2024 (“Finance Act 2024 II”), long-term
capital gains exceeding the exempted limit of ₹125,000 arising from the sale of listed equity shares on the
75stock exchange are subject to tax at the rate of 12.5% (plus applicable surcharge and cess), without benefit
of indexation. Further, any capital gains realised on the sale of listed equity shares held for a period of 12
months or less immediately preceding the date of transfer will be subject to short-term capital gains tax at
the rate of 20% (plus applicable surcharges and cess) for transfers taking place after July 23, 2024. An STT
will be levied both at the time of transfer and acquisition of equity shares (unless exempted) and such STT
is collected by an Indian stock exchange on which our Equity Shares are sold.
The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and 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. The Finance Act, 2020, has, inter alia, amended the tax regime, including a
simplified alternate direct tax regime and that dividend distribution tax will not be payable in respect of
dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly, that
such dividends not be exempt in the hands of the shareholders, and that such dividends are likely to be subject
to tax deduction at source. Further, pursuant to the Finance Act 2024 II, any payment received by the
shareholders from the Company pursuant to buyback of shares undertaken after October 1, 2024 on account
of buy back of shares shall be taxable as dividend and no deduction from such dividend income shall be
allowed. The investors are advised to consult their own tax advisors to understand their tax liability as per
the laws prevailing on the date of disposal of Equity Shares. Investors are advised to consult their own tax
advisors and to carefully consider the potential tax consequences of owning, investing or trading in our
Equity Shares. Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules
and regulations, governing our business and operations could result in us being deemed to be in contravention
of such laws requiring us to apply for additional approvals.
65. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Offer.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions
must be completed before the Equity Shares can be listed and trading in the Equity Shares may commence.
Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected to be credited
within one working day of the date on which the Basis of Allotment is approved by the Stock Exchanges.
The Allotment of Equity Shares in the Offer and the credit of such Equity Shares to the applicant’s demat
account with depository participant could take approximately three Working Days from the Bid/ Offer
Closing Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the
Stock Exchanges is expected to commence within three Working Days of the Bid/ Offer Closing Date. There
could be a failure or delay in listing of the Equity Shares on the Stock Exchanges. Any failure or delay in
obtaining the approval or otherwise commence trading in the Equity Shares would restrict investors’ ability
to dispose of their Equity Shares. There can be no assurance that the Equity Shares will be credited to
investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods
specified in this risk factor. We could also be required to pay interest at the applicable rates if allotment is
not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed
time periods.
66. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us
may dilute your shareholding and sale of Equity Shares by shareholders with significant shareholding
may adversely affect the trading price of the Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by
us, including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares
including through exercise of employee stock options, may lead to the dilution of investors’ shareholdings
76in our Company. Any future equity issuances by us or sale of our Equity Shares by our shareholders may
adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences
including difficulty in raising capital through offering of our Equity Shares or incurring additional debt. In
addition, any perception by investors that such issuances or sale might occur may also affect the market price
of our Equity Shares. Additionally, the disposal, pledge or encumbrance of the Equity Shares by any of our
significant shareholders, or the perception that such transactions may occur, may affect the trading price of
the Equity Shares. There can be no assurance that we will not issue Equity Shares, convertible securities or
securities linked to Equity Shares or that our Shareholders will not dispose of, pledge or encumber their
Equity Shares in the future. Any future issuances could also dilute the value of a shareholder’s investment
in the Equity Shares and adversely affect the trading price of our Equity Shares. Such securities may also be
issued at prices below the Offer Price.
67. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if
they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of
shares, which are sought to be transferred, is not in compliance with such pricing guidelines or reporting
requirements or falls under any of the exceptions referred to above, then a prior regulatory approval will be
required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into
foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance
certificate from the Indian income tax authorities. Per the foreign exchange controls currently in effect in
India, the RBI has provided that the price at which the Equity Shares are transferred be calculated in
accordance with internationally accepted pricing methodology for the valuation of shares at an arm’s length
basis, and a higher (or lower, as applicable) price per share may not be permitted. Further, due to possible
delays in obtaining requisite approvals, investors in the Equity Shares may be prevented from realizing gains
during periods of price increase or limiting losses during periods of price decline.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which
has been incorporated as the proviso to Rule 6(a) of the FEMA Non-debt Rules, all investments under the
foreign direct investment route by entities of a country which shares land border with India or where the
beneficial owner of the Equity Shares is situated in or is a citizen of any such country, can only be made
through the Government approval route, as prescribed in the Consolidated FDI Policy dated October 15,
2020 and the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign
direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling
within the aforesaid restriction/purview, such subsequent change in the beneficial ownership will also require
approval of the Government of India. Furthermore, on April 22, 2020, the Ministry of Finance, Government
of India, has also made similar amendment to the FEMA Rules. While the term “beneficial owner” is defined
under the Prevention of Money Laundering (Maintenance of Records) Rules, 2005 and the General Financial
Rules, 2017, neither the foreign direct investment policy nor the FEMA Rules provide a definition of the
term “beneficial owner”. The interpretation of “beneficial owner” and enforcement of this regulatory change
involve certain uncertainties, which may have an adverse effect on our ability to raise foreign capital.
We cannot assure investors that any required approval from the RBI or any other governmental agency can
be obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership
of Indian Securities” on page 499.
68. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.
77Our Restated Financial Information have been prepared and presented in conformity with Ind AS. Ind AS
differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles with which
prospective investors may be familiar in other countries. If our financial statements were to be prepared in
accordance with such other accounting principles, our results of operations, cash flows and financial position
may be substantially different. Prospective investors should review the accounting policies applied in the
preparation of our financial statements and consult their own professional advisers for an understanding of
the differences between these accounting principles and those with which they may be more familiar. Any
reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in
this Draft Red Herring Prospectus should be limited accordingly.
69. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid amount) at any stage after submitting a bid, and Retail Individual Bidders are
not permitted to withdraw their Bids after Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to block the Bid
amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity
of equity shares or the Bid Amount) at any stage after submitting a Bid. Similarly, Retail Individual Bidders
can revise or withdraw their Bids at any time during the Bid/Offer Period and until the Bid/ Offer Closing
date, but not thereafter. While we are required to complete all necessary formalities for listing and
commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are
proposed to be listed, including Allotment, within three Working Days from the Bid/ Offer Closing Date or
such other period as may be prescribed by the SEBI, events affecting the investors’ decision to invest in the
Equity Shares, including adverse changes in international or national monetary policy, financial, political or
economic conditions, our business, results of operations, cash flows or financial condition may arise between
the date of submission of the Bid and Allotment.
We may complete the Allotment of the Equity Shares even if such events occur, and such events may limit
the investors’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the
Equity Shares to decline on listing. Therefore, QIBs and Non-Institutional Bidders will not be able to
withdraw or lower their bids following adverse developments in international or national monetary policy,
financial, political or economic conditions, our business, results of operations, cash flows or otherwise
between the dates of submission of their Bids and Allotment.
70. There is no guarantee that our Equity Shares will be listed on the BSE and NSE in a timely manner or at
all.
In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not
be granted until after certain actions have been completed in relation to this Issue and until Allotment of
Equity Shares pursuant to this Issue. In accordance with current regulations and circulars issued by SEBI,
our Equity Shares are required to be listed on the BSE and NSE within such time as mandated under UPI
Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure you
that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in
obtaining final listing and trading approvals may restrict your ability to dispose of your Equity Shares.
71. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like
Additional Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock
Exchanges in order to enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with
respect to the shares of listed companies in India (“Listed Securities”) in order to enhance market integrity,
safeguard the interests of investors and potential market abuses. In addition to various surveillance measures
78already implemented, and in order to further safeguard the interest of investors, the SEBI and the Stock
Exchanges have introduced ASM and GSM.
ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain
objective parameters such as share price, price-to-earnings ratio, percentage of delivery, client concentration,
variation in volume of shares and volatility of shares, among other things. GSM is conducted by the Stock
Exchanges on Listed Securities where their price quoted on the Stock Exchanges is not commensurate with,
among other things, the financial performance and financial condition measures such as earnings, book
value, fixed assets, net-worth, other measures such as price-to-earnings multiple and market capitalization
and overall financial position of the concerned listed company, the Listed Securities of which are subject to
GSM.
For further details in relation to the ASM and GSM Surveillance Measures, including criteria for shortlisting
and review of Listed Securities, exemptions from shortlisting and frequently asked questions (FAQs), among
other details, refer to the websites of the NSE and the BSE.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as
other factors which may result in high volatility in price, low trading volumes, and a large concentration of
client accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of any of
the abovementioned factors or other circumstances, such as volatility in the Indian and global securities
market, our profitability and performance, performance of our competitors, changes in the estimates of our
performance or any other political or economic factor may trigger any of the parameters prescribed by SEBI
and the Stock Exchanges for placing our securities under the GSM and/or ASM framework or any other
surveillance measures, which could result in significant restrictions on trading of our Equity Shares being
imposed by SEBI and the Stock Exchanges. These restrictions may include requiring higher margin
requirements, requirement of settlement on a trade for trade basis without netting off, limiting trading
frequency (for example, trading either allowed once in a week or a month), reduction of applicable price
band, requirement of settlement on gross basis or freezing of price on upper side of trading, as well as
mentioning of our Equity Shares on the surveillance dashboards of the Stock Exchanges. The imposition of
these restrictions and curbs on trading may have an adverse effect on market price, trading and liquidity of
our Equity Shares and on the reputation and conditions of our Company. Any such instances may result in a
loss of our reputation and diversion of our management’s attention and may also decrease the market price
of our Equity Shares which could cause you to lose some or all of your investment.
72. The Equity Shares have never been publicly traded, and the Offer may not result in an active or liquid
market for the Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors
may be unable to resell the Equity Shares at or above the Offer Price, or at all.
Prior to the Offer, 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 Offer. Listing and quotation do not guarantee that
a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity
Shares. Our Equity Shares are expected to trade on NSE and BSE after the Offer, but there can be no
assurance that active trading in our Equity Shares will develop after the Offer, or if such trading develops
that it will continue. Investors may not be able to sell our Equity Shares at the quoted price if there is no
active trading in our Equity Shares. There has been significant volatility in the Indian stock markets in the
recent past, and the trading price of our Equity Shares after the Offer could fluctuate significantly as a result
of market volatility or due to various internal or external risks, including but not limited to those described
in this Draft Red Herring Prospectus. The market price of our Equity Shares may be influenced by many
factors, some of which are beyond our control, including, among others:
a) the failure of security analysts to cover the Equity Shares after the Offer, or changes in the estimates of
our performance by analysts;
79b) the activities of competitors and suppliers;
c) future sales of the Equity Shares by us or our Shareholders;
d) investor perception of us and the industry in which we operate;
e) changes in accounting standards, policies, guidance, interpretations of principles;
f) our quarterly or annual earnings or those of our competitors;
g) developments affecting fiscal, industrial or environmental regulations; and
h) the public’s reaction to our press releases and adverse media reports.
A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.
73. There are restrictions on daily movements in the trading price of equity shares, which may adversely affect
a shareholder’s ability to sell the Equity Shares or the price at which the Equity Shares can be sold at a
particular point of time.
Following the Offer, our listed Equity Shares will be subject to a daily “circuit breaker” imposed on listed
companies by the Stock Exchanges, which does not allow transactions beyond certain volatility in the trading
price of the Equity Shares. This circuit breaker operates independently of the index-based market-wide
circuit breakers generally imposed by SEBI on Indian Stock Exchanges. The percentage limit on the Equity
Shares’ circuit breaker will be set by the Stock Exchanges based on historical volatility in the price and
trading volume of the Equity Shares. The Stock Exchanges are not required to inform our Company of the
percentage limit of the circuit breaker, and they may change the limit without our knowledge. This circuit
breaker would effectively limit the upward and downward movements in the trading price of the Equity
Shares beyond the circuit breaker limit set by the Stock Exchanges. As a result of this circuit breaker, we
cannot give you any assurance regarding the ability of shareholders to sell Equity Shares or the price at which
shareholders may be able to sell their Equity Shares.
74. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the
validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights
under Indian law may not be as extensive and widespread as shareholders’ rights under the laws of other
countries or jurisdictions. Investors may face challenges in asserting their rights as shareholder in an Indian
company than as shareholders of an entity in another jurisdiction.
75. Our Company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive
the Net Proceeds from the Offer for Sale.
The Offer consists of a Fresh Issue and an Offer for Sale. The Selling Shareholders shall be entitled to the
Net proceeds from the Offer for Sale, which comprises of proceeds from the Offer for Sale, net of Offer
expenses shared by the Selling Shareholder, and our Company will not receive any proceeds from the Offer
for Sale.
8081SECTION III – INTRODUCTION
THE OFFER
The following table summarizes the Offer details:
Offer of Equity Shares of face value of ₹ Up to 38,10,000 Equity Shares of face value of ₹ 10 each
10 each(1)(2) aggregating up to ₹ [●] lakhs
of which:
Up to 12,50,000 Equity Shares of face value of ₹10 each
Fresh Issue(1)
aggregating up to ₹ [●] lakhs
Up to 25,60,000 Equity Shares of face value of ₹10 each
Offer for Sale(2)
aggregating up to ₹ [●] lakhs
The Offer comprises of:
Not more than [●] Equity Shares of face value of ₹10 each
A. QIB Portion(3)(4)
aggregating up to [●] lakhs
of which:
Anchor Investor Portion(4) Up to [●] Equity Shares of f ace value of ₹10 each
Net QIB Portion (assuming Anchor Up to [●] Equity Shares of face value of ₹10 each
Investor Portion is fully subscribed)
of which:
Available for allocation to Mutual Funds [●] Equity Shares of face value of ₹10 each
only (5% of the Net QIB Portion)(4)
Balance of the Net QIB Portion for all QIBs [●] Equity Shares of face value of ₹10 each
including Mutual Funds
Not less than [●] Equity Shares of face value of ₹10 each
B. Non-Institutional Portion(5)
aggregating up to ₹ [●] lakhs
of which:
One-third of the Non-Institutional Portion [●] Equity Shares of face value of ₹10 each
shall available for allocation to Bidders with
an application size of more than ₹2,00,000
and up to ₹10,00,000
Two-third of the Non-Institutional Portion [●] Equity Shares of face value of ₹10 each
shall available for allocation to Bidders with
an application size of more than ₹
₹10,00,000
Not less than [●] Equity Shares of face value of ₹10 each
C. Retail Portion(3)
aggregating up to ₹ [●] lakhs
Pre-Offer and Post-Offer Equity Shares
Equity Shares outstanding prior to the Offer 1,37,28,570 Equity Shares of face value of ₹10 each
(as on the date of this Draft Red Herring
Prospectus)
Equity Shares outstanding after the Offer* [●] Equity Shares of face value of ₹10 each
See “Objects of the Offer” on page 118 for details regarding
Use of Net Proceeds by our Company the use of proceeds from the Fresh Issue. Our Company will
not receive any proceeds from the Offer for Sale.
*To be updated upon the finalisation of the Offer Price
Notes:
1. The Offer has been authorised by our Board pursuant to a resolution passed at its meeting held on August 25,
2025 and the Fresh Issue has been authorised by our Shareholders pursuant to a special resolution passed at
82their meeting held on August 27, 2025. Further, our Board has taken on record the approval for the Offer for
Sale by the Selling Shareholders pursuant to its resolution dated September 06, 2025.
2. Each Selling Shareholder has, severally and not jointly, specifically confirmed that its respective portion of
the Offered Shares are eligible to be offered for sale in the Offer in accordance with the SEBI ICDR
Regulations. The details of such authorisations are provided below:
Maximum number/amount Date of Board
Name of the Selling of Equity Shares of face Date of consent Resolution taking
Shareholder value of ₹ 10/- each letter note of the consent
offered in the Offer for Sale for Offer for Sale
Hasmukhbhai Up to 5,30,000 Equity Shares
Meghjibhai Viradiya aggregating up to [●] September 6, 2025 September 6, 2025
Vallabhbhai Meghjibhai Up to 2,60,000 Equity Shares
Viradiya aggregating up to [●] September 6, 2025 September 6, 2025
Manishaben Viradiya Up to 3,75,000 Equity Shares
September 6, 2025 September 6, 2025
aggregating up to [●]
Vaibhav Vallabhbhai Up to 2,55,000 Equity Shares
Viradiya aggregating up to [●] September 6, 2025 September 6, 2025
Saritaben Viradiya Up to 2,55,000 Equity Shares
September 6, 2025 September 6, 2025
aggregating up to [●]
Ektaben Vaibhavbhai Up to 2,55,000 Equity Shares
Viradiya aggregating up to [●] September 6, 2025 September 6, 2025
Tejasbhai Vallabhbhai Up to 2,55,000 Equity Shares
Viradiya aggregating up to [●] September 6, 2025 September 6, 2025
Tirthraj Hasmukhbhai Up to 3,75,000 Equity Shares
Viradiya aggregating up to [●] September 6, 2025 September 6, 2025
3. Subject to valid bids being received at or above the Offer Price, under subscription, if any, in any category,
except in the QIB Portion, would be allowed to be met with spill-over from any other category or combination
of categories of Bidders at the discretion of our Company, in consultation with the Book Running Lead
Managers and the Designated Stock Exchange, subject to applicable laws. Under subscription, if any, in the
QIB Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-over from other
categories or a combination of categories of Bidders. In the event of under-subscription in the Offer, the Equity
Shares will be allotted in the following order: (i) such number of Equity Shares will first be Allotted by the
Company such that 90% of the Fresh Issue portion is subscribed; (ii) upon achieving (i) above, all the Equity
Shares held by the Selling Shareholders and offered for sale in the Offer for Sale will be Allotted (in proportion
to the Offered Shares being offered by each Selling Shareholder); and (iii) once Equity Shares have been
Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by the Company towards the
balance 10% of the Fresh Issue. For further details, see “Terms of the Offer” on page 464.
4. Our Company, in consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB
Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which
one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance
Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available
for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall
be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors) including Mutual
83Funds, subject to valid Bids being received at or above the Offer Price. For further details, see “Offer
Procedure” on page 476.
5. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion,
shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be
reserved for applicants with an application size of more than ₹2,00,000 and up to ₹10,00,000, and (ii) two-
third of the portion available to Non-Institutional Bidders shall be reserved for applicants with application
size of more than ₹10,00,000, provided that the unsubscribed portion in either of the aforementioned sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment
to each Non-Institutional Bidder shall not be less than the minimum application size, subject to the availability
of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allotted on
a proportionate basis.
Allocation to Bidders in all categories, except the Retail Portion, Non-Institutional Portion and the Anchor
Investor Portion, if any, shall be made on a proportionate basis, subject to valid Bids being received at or above
the Offer Price, as applicable. Allocation to Anchor Investors shall be on a discretionary basis in accordance with
the SEBI ICDR Regulations.
For further details, see “Offer Structure”, “Terms of the Offer” and “Offer Procedure” on pages 471, 464 and
476, respectively.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
84SUMMARY OF RESTATED FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from our Restated Financial Information
as at and for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023. The summary
financial information presented below should be read in conjunction with “Restated Financial Information”,
including the notes and annexures thereto, on page 300 and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on page 409.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
85SUMMARY OF RESTATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in Lakhs)
AS AT
PARTIC ULARS 31st March 31st March
31st March 2025
2024 2023
ASSETS
Non- Current Assets
(a) Property, Plant and Equipment 2,870.80 2,911.77 696.20
(b) Other Intangible Assets 0.72 0.89 1.07
(c) Right of Use Assets 640.82 510.70 35.12
(d) Financial Assets
(i) Investments 250.00 - -
(ii) Loans - - -
(iii) Other Financial Assets 177.49 164.51 39.30
(e) Other Non-Current Assets 5.96 - -
Total Non - Current Assets (A) 3,945.79 3,587.87 771.69
Current Assets
(a) Inventories 579.03 - -
(b) Financial Assets
(i) Investments 448.74 - -
(ii) Trade Receivables 358.20 156.91 209.90
(iii) Cash and Cash Equivalents 107.13 80.08 4.52
(iv) Loans 2,505.00 999.16 -
(v) Other Financial Assets 39.82 3.08 0.74
(c) Current Tax Assets 11.39 94.03 -
(d) Other Current Assets 232.37 109.28 100.17
Total Current Assets (B) 4,281.68 1,442.55 315.33
Total (C = A+B) 8,227.48 5,030.42 1,087.02
EQUITY AND LIABILITIES
Equity
Equity share capital 250.00 250.00 250.00
Other equity 5,233.54 1,949.12 207.92
Total Equity (D) 5,483.54 2,199.12 457.92
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1,583.28 1,730.12 429.28
(ii) Lease Liabilities - 234.10 18.94
(b) Provisions 18.77 11.24 -
(c) Deferred Tax Liability (Net) 83.86 60.28 21.81
(d) Other Non-Current Liabilities - - -
Total Non - Current Liabilities (E) 1,685.91 2,035.74 470.03
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 394.74 304.75 99.44
(ii) Lease Liabilities 254.58 278.47 18.19
(iii) Trade Payables:
Total outstanding dues of micro enterprises and 42.93 44.87 -
small enterprises
Total outstanding dues other than micro enterprises 18.49 31.95 15.97
and small enterprises
86AS AT
PARTICULARS
31st March 31st March
31st March 2025
2024 2023
(iv) Other Financial Liabilities 18.40 127.97 16.31
(b) Other Current Liabilities 328.51 7.49 0.43
(c) Provisions 0.36 0.06 -
(d) Current Tax Liabilities (Net) - - 8.72
Total Current Liabilities (F) 1,058.03 795.56 159.07
Total Equity and Liabilities (G = D+E+F) 8,227.48 5,030.42 1,087.02
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
87SUMMARY OF RESTATED STATEMENT OF PROFIT & LOSS
(₹ in Lakhs)
For the Year Ended
PARTICULARS
31st March 2025 31st March 2024 31st March 2023
Revenue from Operations 6,902.56 4,039.44 452.84
Other Income 146.10 28.81 1.62
Total Income 7,048.66 4,068.25 454.46
EXPENDITURE
Cost of Material Consumed 1,121.07 257.31 18.71
Change in Inventories of work in progress (116.35) - -
and finished goods
Employee Benefits Expenses 253.06 307.95 14.43
Finance Cost 179.50 104.98 11.13
Depreciation and Amortization Expenses 474.78 362.59 31.42
Other Expenses 1,170.63 940.79 131.41
Total Expenses 3,082.69 1,973.62 207.10
PROFIT BEFORE TAX 3,965.97 2,094.63 247.36
TAX EXPENSES 683.43 355.85 39.02
Current Income Tax 660.24 316.10 17.21
Deferred Tax 23.19 38.51 21.81
Adjustment of Provision for Tax of Earlier 0.00 1.24 -
Years
PROFIT/(LOSS) FOR THE PERIOD 3,282.54 1,738.77 208.34
OTHER COMPREHENSIVE INCOME
A (i) Items that will not be reclassified to
Profit or Loss
Remeasurement loss of Defined 2.27 - -
Benefit Plan
(ii) Income Tax relating to items that will not (0.39) - -
be reclassified to Profit or Loss
OTHER COMPREHENSIVE INCOME 1.88 - -
(NET OF TAX)
TOTAL COMPREHENSIVE INCOME 3,284.42 1,738.77 208.34
FOR THE PERIOD, NET OF TAX
Earning Per Equity Share (In Rupees)
(1) Basic 26.26 13.91 3.30
(2) Diluted 26.26 13.91 3.30
88SUMMARY OF RESTATED STATEMENT OF CASH FLOWS
(₹ in Lakhs)
For the Year Ended
Particulars 31 March 31 March 31 March
2025 2024 2023
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit after tax 3,282.54 1,738.77 208.34
Adjustments for:
Depreciation and Amortisation Expense 474.78 362.59 31.42
Fair Valuation of Investment 51.23 - -
Gain on derecognition of lease liability - - -
Interest Income on Security Deposit (11.17) (10.27) (0.14)
Interest Expense on leases 44.62 65.17 2.62
Provision for Gratuity 10.08 9.02 -
Provision for Leave encashment 0.01 2.28 -
Provision for tax 683.43 355.85 39.02
Interest Income (120.59) (13.68) (1.48)
Finance Costs 138.28 41.41 13.63
Operating cash flow before working capital changes 4,553.21 2,551.14 293.40
Adjustment for:
Inventories (579.03) - -
Trade Receivables (201.29) 52.99 (209.90)
Other Financial Assets (38.97) (0.85) -
Other Current Assets* (78.70) 35.85 (90.60)
Other Non current Assets - - -
Trade Payables (15.40) 60.85 15.88
Other Financial Liabilities (9.79) 22.91 1.90
Other Current Liabilities 321.02 7.06 0.43
Cash (Used in)/Generated from Operations 3,951.06 2,729.95 11.11
Tax paid (Net of refunds)* 577.60 420.10 8.49
Net cash flow generated from operating activities (A) 3,373.46 2,309.86 2.62
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (including
(268.65) (2,222.56) (689.47)
capital advances)
Prepayment of Leasehold rights (ROU Assets) (400.85) - -
Purchase of Investments (749.98) - -
Loans and Advances given (3,963.19) (1,030.51) -
Loans and Advances recovered 2,465.16 41.84 -
Security Deposit paid (1.81) (147.00) (39.82)
Interest received 115.02 1.69 0.74
Net cash flow generated from/ (used in) investing
(2,804.28) (3,356.55) (728.54)
activities (B)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of Share Capital - - 235.00
Repayment of Borrowings (312.85) (153.53) (124.44)
Proceeds from Borrowings 250.00 1,650.00 550.00
Lease Liabilities (302.60) (297.54) (10.36)
Finance Cost Paid (176.67) (76.68) (19.48)
Net cash flow used in financing activities (C) (542.13) 1,122.25 730.16
89For the Year Ended
Particulars 31 March 31 March 31 March
2025 2024 2023
Net increase/(decrease) in cash and cash equivalents
27.05 75.56 4.24
(A+B+C)
Cash and cash equivalents at the beginning of the year 80.08 4.52 0.28
Cash and cash equivalents at the end of the year 107.13 80.08 4.52
*The Tax Paid as per Indian GAAP was including non-cash
items which has been corrected and reflected
31 March 31 March 31 March
Components of cash and cash equivalents
2025 2024 2023
Cash on hand 91.99 12.99 4.37
Balances with banks in current accounts 15.14 67.09 0.15
Bank Deposit having maturity of less than 3 months - - -
Cash and cash equivalents as per Cash Flow Statement 107.13 80.08 4.52
Reconciliation of liabilities arising from financing 31 March 31 March 31 March
activities 2025 2024 2023
Cash flows from financing activities
Payment of lease liabilities (302.60) (297.54) (10.36)
Interest paid (176.67) (76.68) (19.48)
Borrowings taken during the year 250.00 1,650.00 550.00
Repayment of borrowings (312.85) (153.53) (24.99)
Net cash flow used in financing activities (C) (542.13) 1,122.25 495.16
Particulars Borrowings Lease liabilities
As at 1st April, 2022 - -
Proceeds 550.00 -
Repayment (24.99) -
Repayment of lease liability - (7.74)
Interest paid (17.83) (2.62)
Non cash changes 21.55 47.50
As at 31st March 2023 528.73 37.14
As at 1st April, 2023 528.73 37.14
Proceeds 1,650.00 -
Repayment (153.53) -
Repayment of lease liability - (232.37)
Interest paid (73.20) (65.17)
Non cash changes 82.88 772.96
As at 31st March 2024 2,034.87 512.56
As at 1st April, 2024 2,034.87 512.56
Proceeds 250.00 -
Repayment (312.85)
Repayment of lease liability (257.98)
Interest paid (170.26) (44.62)
Non cash changes 176.26 44.62
As at 31st March 2025 1,978.02 254.58
90GENERAL INFORMATION
Our Company was incorporated as “APPL Containers Private Limited”, a private limited company under the
provisions of the Companies Act pursuant to a certificate of incorporation dated October 21, 2021, issued by
Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted from a private
limited company to a public limited company under the provisions of the Companies Act pursuant to a resolution
passed by our Board on June 10, 2025 and by our Shareholders on June 11, 2025. Accordingly, upon conversion,
the name of our Company was changed to “APPL Containers Limited” by deletion of the word ‘Private’ from
its name and a fresh certificate of incorporation dated June 13, 2025 to that effect was issued by the Registrar of
Companies, Central Processing Centre bearing Corporate Identity Number U28129GJ2021PLC126531.
For details of incorporation, change in name of our Company, see “History and Certain Corporate Matters”
beginning on page 258.
REGISTERED OFFICE OF OUR COMPANY
The address and certain other details of our Registered Office are as follows:
APPL Containers Limited
Survey No. 131-B, 132, 132P1, Near Khodiyar Mandir,
Bhavnagar-Rajkot Highway, Shampara (Khodiyar), Shampara,
Vartej, Bhavnagar-364060, Gujarat, India
Telephone: 02846 359 240
Website: www.applcontainers.com
Email ID: info@applcontainers.com
For further details of past changes in the registered office address of our Company, see “History and Certain
Corporate Matters – Changes in the Registered Office” on page 258.
COMPANY REGISTRATION NUMBER AND CORPORATE IDENTITY NUMBER
The registration number and Corporate Identity Number of our Company are set forth below:
Particulars Number
Company Registration Number 126531
Corporate Identity Number U28129GJ2021PLC126531
REGISTRAR OF COMPANIES
Our Company is registered with the Registrar of Companies which is located at the following address:
Registrar of Companies, Ahmedabad
ROC Bhavan, Opp Rupal Park Society,
Behind Ankur Bus Stop, Naranpura,
Ahmedabad– 380013, Gujarat
Website: www.mca.gov.in
91FILING OF THIS DRAFT RED HERRING PROSPECTUS
A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI’s online intermediary portal at
https://siportal.sebi.gov.in as specified in Regulation 25(8) of the SEBI ICDR Regulations and the SEBI master
circular SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 and has been E-mailed to SEBI at
cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to
“Easing of Operational Procedure – Division of Issues and Listing – CFD” and as specified in Regulation 25(8)
of the SEBI ICDR Regulations and in accordance with the SEBI ICDR Master Circular. It will also be filed with
SEBI at:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex, Bandra (E)
Mumbai 400 051
Maharashtra, India.
FILING OF THE RED HERRING PROSPECTUS AND PROSPECTUS
A copy of the Red Herring Prospectus and Prospectus, along with the material contracts and documents therein,
will be filed with the RoC in accordance with Section 32 read with Section 26 of the Companies Act, respectively,
through the electronic portal at www.mca.gov.in.
BOARD OF DIRECTORS
The following table sets out the brief details of our Board as on the date of this Draft Red Herring Prospectus:
Name & Designation DIN Address
Plot No. 31-A, Navjivan Society, Krishna Park
Hasmukhbhai Meghjibhai Viradiya
01226285 Anantwadi Road, Devubaug, Bhavnagar, Gujarat–
Chairman and Managing Director
364001.
Vallabhbhai Meghjibhai Viradiya Plot No. 576, Near Nani Pragati Mandal Wadi,
00317652
Whole-time Director Vijayrajnagar, Bhavnagar, Gujarat–364001.
Vaibhav Vallabhbhai Viradiya Plot No. 576, Near Nani Pragati Mandal Wadi,
09367612
Whole-time Director Vijayrajnagar, Bhavnagar, Gujarat– 364001.
Manishaben Viradiya Plot No. 31-A, Navjivan Society, Krishna Park
Non-Executive Director & Non- 09332691 Anantwadi Road, Devubaug, Bhavnagar, Gujarat–
Independent Director 364001.
Brijeshkumar Maheshbhai Pathak 73, Kothivadoe, Chikani Sheri, Nari, PO: Nari, Dist
09730412
Non-Executive & Independent Director Bhavnagar, Gujarat – 364004.
Avani Hardikbhai Mandaliya Plot No. 353-354/C, Madhavnagar-2, Near Maruti
11257077
Non-Executive & Independent Director School, Sidsar Road, Bhavnagar, Gujarat– 364002.
Shishir Manoharbhai Trivedi 07046252 6290/21 H.I.G., Saikrupa Society, Near Devrajnagar,
Non-Executive & Independent Director Saher Farati Sadak, Bhavnagar, Gujarat- 364002.
Nehal Rishikeshbhai Gadhavi 11292070 Plot No. 3681, Samarpan Society, Ghogha Road
Non-Executive & Independent Director Ghogha Jakatnaka, Bhavnagar, Gujarat-364001.
For further details and brief profiles of our Board of Directors, see “Our Management” beginning on page 263.
92COMPANY SECRETARY AND COMPLIANCE OFFICER
Divya Reejwani is the Company Secretary and Compliance Officer of our Company. Her contact details are as
follows:
Divya Reejwani
Survey No. 131-B, 132, 132P1, Near Khodiyar Mandir,
Bhavnagar-Rajkot Highway, Shampara (Khodiyar), Shampara,
Vartej, Bhavnagar-364060, Gujarat, India
Telephone: 02846 359 240
E-mail ID: cs@applcontainers.com
Investor Grievances
Bidders may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances including non-receipt of Allotment Advice, non-credit of
Equity Shares allotted in the respective beneficiary account, non-receipt of refund orders or non-receipt of
funds by electronic mode, etc.
All Offer-related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with
a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the Sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID, date of ASBA Form and the name and address
of the relevant Designated Intermediary(ies) where the Bid was submitted.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full
details such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID,
Client ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.
Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated
Intermediaries in addition to the documents or information mentioned hereinabove. All grievances relating to Bids
submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to
the Offer. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any
clarifications or grievances of ASBA Bidders.
REGISTRAR TO THE OFFER
Bigshare Services Private Limited
Office No. S6-2, 6th Floor, Pinnacle Business Park
next to Ahura Centre, Mahakali Caves Road,
Andheri (East), Mumbai - 400093
Tel: +91 22 6263 8200
Fax: +91 22 6263 8200
Website: www.bigshareonline.com
Email: ipo@bigshareonline.com
Investor Grievance ID: investor@bigshareonline.com
Contact Person: Sagar Pathare
SEBI Registration Number: INR000001385
93BOOK RUNNING LEAD MANAGERS (BRLMs)
Cumulative Capital Private Limited Shannon Advisors Private Limited
321, 3rd Floor, C Wing, 215 Atrium Co Op. Premises, 902, IX Floor, New Delhi House,
Andheri Kurla Road, Hanuman Nagar, Andheri (E) 27 Barakhamba Road, Connaught Place,
Mumbai - 400 093, Maharashtra, India Central Delhi, New Delhi-110001
Telephone: +91 98196 62664 / 98709 24935 Telephone: +91 – 11 - 42758011
E-mail ID: ipo.acl@cumulativecapital.group E-mail ID: appl.ipo@shannon.co.in
Investor Grievance: Investor Grievance ID:
investor@cumulativecapital.group grievance@shannon.co.in
Website: www.cumulativecapital.group Website: www.shannon.co.in
Contact Person: Swapnilsagar Vithalani / Hetal Gajra Contant Person: Shivani Mehra/ Rishu Goyal
SEBI Registration No.: INM000013129 SEBI Registration No.: INM000013174
STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES AMONG THE BRLMs
The responsibilities and coordination of the BRLMs for various activities in the Offer are set out below:
S.
Activity Responsibility Co-Ordinator
No.
1. Du e diligence of the Company including its
operations/management/business plans/legal etc. Drafting and
design of the Draft Red Herring Prospectus, Red Herring
Prospectus, Prospectus, abridged prospectus and application form.
BRLMs CCPL
The BRLMs shall ensure compliance with stipulated requirements
and completion of prescribed formalities with the Stock Exchange,
RoC and SEBI including finalisation of Red Herring Prospectus
and Prospectus and RoC filing.
2. Cap ital structuring with the relative components and formalities
such as type of instruments, size of Offer, allocation between BRLMs CCPL
primary and secondary, etc.
3. Dra fting and approval of all statutory advertisements BRLMs CCPL
4. Dra fting and approval of all publicity material other than statutory
advertisement as mentioned above including corporate advertising, BRLMs SAPL
brochure, etc. and filing of media compliance report.
5. Ap pointment of intermediaries – Registrar to the Offer, advertising
agency, Banker(s) to the Offer, Sponsor Bank, printer, collection
BRLMs SAPL
centres and other intermediaries, including coordination of all
agreements to be entered into with such intermediaries.
6. Pre paration of road show marketing presentation and frequently
BRLMs SAPL
asked questions
7. Co ordination with Stock Exchanges for Book Building software,
BRLMs CCPL
bidding terminals and mock trading etc.
8. Ma naging and finalization of pricing in consultation with the
BRLMs CCPL
Company
9. Ret ail and Non-institutional marketing of the Offer, which will
cover, inter alia,
(i) Finalising media, marketing and public relations strategy
including list of frequently asked questions at road shows;
(ii) Finalising centres for holding conferences for brokers, etc.; BRLMs BRLMs
(iii) Follow-up on distribution of publicity and Offer material
including application form, the Prospectus and deciding on the
quantum of the Offer material; and
(iv) Finalising collection centres.
94S.
Activity Responsibility Co-Ordinator
No.
10. Pos t bidding activities including management of escrow accounts,
coordinate non- institutional allocation, coordination with
Registrar, SCSBs, Sponsor Banks and other Bankers to the Offer,
intimation of allocation and dispatch of refund to Bidders, etc.
Other post-Offer activities, which shall involve essential follow-up
with Bankers to the Offer and SCSBs to get quick estimates of
collection and advising Company about the closure of the Offer,
based on correct figures, finalisation of the basis of allotment or
BRLMs CCPL
weeding out of multiple applications, listing of instruments,
dispatch of certificates or demat credit and refunds, payment of
STT and coordination with various agencies connected with the
post-Offer activity such as Registrar to the Offer, Bankers to the
Offer, Sponsor Bank, SCSBs including responsibility for
underwriting arrangements, as applicable. Coordinating with Stock
Exchanges and SEBI for submission of all post- Offer reports
including the final post- Offer report to SEBI.
SYNDICATE MEMBERS
[●]
[●]
Telephone: [●]
E-mail ID: [●]
Website: [●]
Contact Person: [●]
SEBI Registration No.: [●]
The Syndicate members will be appointed prior to filing of the Red Herring Prospectus with the RoC.
LEGAL ADVISOR TO THE COMPANY AS TO INDIAN LAWS
Chir Amrit Legal LLP
6th Floor, Unique Destination,
Tonk Road, Jaipur – 302018, Rajasthan.
Tel: 0141-4044500
E-mail: ipo@chiramritlaw.com
Website: www.chiramritlaw.com
STATUTORY AND PEER REVIEW AUDITOR OF OUR COMPANY
M/s. J. Vasania & Associates, Chartered Accountants
301, Goverdhan Plaza, Bs. Ghogha Circle,
Ghogha Circle Post Office,
Bhavnagar – 364001
Tel: 0278-2563018
E-mail ID: rushit@jvasania.com, bhavnagar@jvasania.com
Contact Person: Rushit Ghelani
Firm Registration Number: 117332W
Membership No.: 624933
Peer Review Number: 019258
95CHANGES IN STATUTORY AUDITORS
Except as mentioned below, there has been no change in our statutory auditors in the three years preceding the
date of this Draft Red Herring Prospectus:
Name of Statutory Auditor Date of Change Reason
M/s. J. Vasania & Associates, Chartered Accountants
301, Goverdhan Plaza, Bs. Ghogha Circle, Ghogha
Circle Post Office, Bhavnagar – 364001, Gujarat
Tel: 02782563018 Resignation due to pre-
E-mail: jvasania@gmail.com March 1, 2023 occupation in other
Contact Person: Mr. Jagdish Vasania assignments.
Firm Registration Number: 117332W
Membership No: 101597
Peer Review Number: NA
M/s. Talreja & Talreja, Chartered Accountants Appointment as Statutory
206, Sapphire Elegance, Near Sant Kawarram Chowk, Auditors of our Company for
Waghwadi Road, Bhavnagar – 364001, Gujarat a period of one year to fill the
Tel: +91 70695 19040 casual vacancy caused by
E-mail: cabalramtalreja@gmail.com resignation of M/s. J. Vasania
March 30, 2023
Contact Person: Mr. Balram Talreja & Associates, Chartered
Firm Registration Number: 141202W Accountants. They were
Membership No: 131907 appointed to conduct the
Peer Review Number: NA statutory audit of our
Company for the Fiscal 2023.
M/s. Talreja & Talreja, Chartered Accountants
206, Sapphire Elegance, Near Sant Kawarram Chowk,
Waghwadi Road, Bhavnagar – 364001, Gujarat Re-appointment as the
Tel: +91 70695 19040 Statutory Auditors in the
September 30,
E-mail: cabalramtalreja@gmail.com AGM of our Company for a
2023
Contact Person: Mr. Balram Talreja period of five years i.e. till the
Firm Registration Number: 141202W conclusion of seventh AGM.
Membership No: 131907
Peer Review Number: NA
M/s. Talreja & Talreja, Chartered Accountants
206, Sapphire Elegance, Near Sant Kawarram Chowk,
Waghwadi Road, Bhavnagar – 364001, Gujarat
Tel: +91 70695 19040 Resignation due to
E-mail: cabalramtalreja@gmail.com January 17, 2025 preoccupation in other
Contact Person: Mr. Balram Talreja assignments.
Firm Registration Number: 141202W
Membership No: 131907
Peer Review Number: NA
M/s J. Vasania & Associates, Chartered Accountants
Appointment as Statutory
301, Goverdhan Plaza, Bs. Ghogha Circle, Ghogha
Auditors of our Company for
Circle Post Office, Bhavnagar – 364001, Gujarat
a period of one year to fill the
Tel: 02782563018
casual vacancy caused by
E-mail: jvasania@gmail.com January 20, 2025
resignation of M/s. Talreja &
Contact Person: Mr. Rushit Ghelani
Talreja, Chartered
Firm Registration Number: 117332W
Accountants. They were
Membership No: 624933
appointed to conduct the
Peer Review Number: 019258
96Name of Statutory Auditor Date of Change Reason
statutory audit of our
Company for the Fiscal 2025
M/s J. Vasania & Associates, Chartered Accountants
301, Goverdhan Plaza, Bs. Ghogha Circle, Ghogha
Circle Post Office, Bhavnagar – 364001, Gujarat Re-appointment as the
Tel: +91 9662099225 September 15, Statutory Auditors in the
E-mail: rushit@jvasania.com 2025 AGM of our Company for a
Contact Person: Mr. Rushit Ghelani period of five years i.e. till the
Firm Registration Number: 117332W conclusion of ninth AGM
Membership No: 624933
Peer Review Number: 019258
BANKERS TO THE COMPANY
HDFC Bank Limited
Plot No. 5 Chitra Petrol Pump,
Chitra Bhavnagar, Bhavnagar, Gujarat, 364003.
Tel: 0278-2443730/ +91 7874777722
E-mail ID: devang.patel1@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Devang Patel
BANKERS TO THE OFFER
Escrow Collection Bank (s)
[●]
Refund Bank(s)
[●]
Public Offer Account Bank(s)
[●]
Sponsor Banks
[●]
The Bankers to the Offer will be appointed prior to filing of the Red Herring Prospectus with the RoC.
DESIGNATED INTERMEDIARIES
Self – Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, updated from time to time or at such
other website as may be prescribed by SEBI from time to time.
A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidder using the UPI
Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may
submit the ASBA Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the SEBI Website
or at such other websites as may be prescribed by SEBI from time to time.
Details of the nodal officers of SCSBs, identified for the bids made through the UPI Mechanism are available at
www.sebi.gov.in
Self – Certified Syndicate Banks enabled for UPI Mechanism
97In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 UPI Bidders using UPI Mechanism may apply through
the SCSBs and mobile applications whose name appear on the websites of SEBI at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively as
updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues
using UPI mechanism is provided as ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors) submitted under ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive
deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, which may be updated
from time to time or any such other website as may be prescribed by SEBI from time to time. For more information
on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website
of the SEBI at http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as
updated from time to time or any such other website as may be prescribed by SEBI from time to time.
Registered Brokers
The list of the Registered Brokers, eligible to accept ASBA Forms from the bidders (other than UPI Bidders),
including details such as postal address, telephone number, and email address, is provided on the websites of stock
exchanges at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx? and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, or such other
websites as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms from at the Designated RTA Locations, including details such
as address, telephone number, and e-mail address, is provided on the websites of Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and
https://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm , respectively as updated from
time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, are provided on the websites of stock exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and on the websites of NSE at
https://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm respectively, or such other
websites as updated from time to time.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated September 21, 2025 from our Statutory Auditors, M/s. J. Vasania
& Associates, Chartered Accountants bearing firm registration number 117332W, to include their name as
required under section 26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring
Prospectus and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as our Statutory Auditor, and in respect of their (i) examination report, dated September 18, 2025 on our
Restated Financial Information, (ii) examination report, dated September 18, 2025 on our Proforma Financial
Statements, and (iii) certificate dated September 19, 2025 on the statement of special tax benefits available to our
Company and Shareholders and such consent has not been withdrawn as on the date of this Draft Red Herring
98Prospectus.
Our Company has received written consent dated September 5, 2025 from Sanjeev Shriram Verma & Co.,
Independent Chartered Accountants bearing firm registration number 003953C, to include their name as required
under Section 26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus
and referred to as an “expert”, as defined under Section 2(38) of the Companies Act in respect of the certificates
issued by them in their capacity as an independent chartered accountant to our Company. Such consent has not
been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has written consent dated September 15, 2025 from M/s MK Mohapatra & Co., independent
Chartered Accountants bearing firm registration number 0330172E, to include their name as required under
section 26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and
as an “expert” as defined under section 2(38) of the Companies Act, 2013 in respect of the report and certificates
issued in connection with the Offer. Such consent has not been withdrawn as on the date of this Draft Red Herring
Prospectus.
In addition, our Company has received a written consent dated September 20, 2025 from M/s. Sachapara &
Associates, Practicing Company Secretary, to include their name as an “expert” in this Draft Red Herring
Prospectus under Section 2(38) and other applicable provisions of the Companies Act pertaining to the certificates
issued by them to our Company. Such consent has not been withdrawn as on the date of this Draft Red Herring
Prospectus.
Our Company has received written consent dated September 10, 2025 from Hardik A. Modi, on behalf of HAM
& Engineers Inc., Chartered Engineer, to be named as an “expert” under Section 2(38) and other applicable
provisions of the Companies Act to the extent and in respect of his certificate dated September 10, 2025, in relation
to the Company’s Manufacturing Facility & Machinery. Such consent has not been withdrawn as on the date of
this Draft Red Herring Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
MONITORING AGENCY
Our Company shall appoint a Monitoring Agency, to monitor the utilization of Gross Proceeds from the Fresh
Issue in accordance with Regulation 41 of the SEBI ICDR Regulations, prior to filing of the Red Herring
Prospectus with the RoC. For further details in relation to the proposed utilisation of the Net Proceeds, see
“Objects of the Offer” beginning on page 118.
CREDIT RATING
As this is an Offer of Equity Shares, no credit rating is required.
DEBENTURE TRUSTEES
As this is an Offer consisting only of Equity Shares, the appointment of debenture trustee is not required.
APPRAISING ENTITY
None of the objects of the Offer for which the Net Proceeds will be utilized have been appraised by any agency.
IPO GRADING
No credit rating agency registered with SEBI has been appointed for grading the Offer.
GREEN SHOE OPTION
No green shoe option is being contemplated under this Offer.
UNDERWRITING AGREEMENT
After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be issued and offered through the Offer.
99The Underwriting Agreement is executed on [●]. Pursuant to the terms of the Underwriting Agreement, the
obligations of each of the Underwriters will be several and will be subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they
shall subscribe to on account of rejection of bids, either by themselves or by procuring subscription, at a price
which shall not be less than the Offer Price, pursuant to the Underwriting Agreement:
(The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus. This
portion has been intentionally left blank and will be filled in before, and this portion will be applicable upon the
execution of the Underwriting Agreement and filing of the Prospectus with the RoC, as applicable.)
Indicative Number Amount % of the Total
Particulars of Underwriters of Equity Shares to Underwritten (in Offer size
be Underwritten ₹ lakhs) Underwritten
[●]
[●]
Telephone: [●]
E-mail ID: [●]
[●] [●] [●]
Investor Grievance ID: [●]
Website: [●]
Contact Person: [●]
SEBI Registration No.: [●]
[●]
[●]
Telephone: [●]
E-mail ID: [●]
[●] [●] [●]
Investor Grievance ID: [●]
Website: [●]
Contact Person: [●]
SEBI Registration No.: [●]
The above mentioned underwriting commitments are indicative and will be finalized after determination of the
Offer Price and Basis of Allotment and the actual allocation shall be in accordance with the provisions of the SEBI
ICDR Regulations.
In the opinion of our Board of Directors, (based on representations made to our Company by the Underwriters),
the resources of the aforementioned Underwriters are sufficient to enable them to discharge their respective
underwriting obligations in full. The aforementioned Underwriters are registered as Merchant Bankers with SEBI
under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchanges. Our Board, at its meeting
held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our
Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set
forth in the table above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to the Equity Shares allocated to investors respectively procured by them in accordance with the
Underwriting Agreement.
In the event of any default in payment, the respective Underwriter, in additions to other obligations define in the
Underwriting agreement, will also be required to procure subscribers for or subscribe to the equity share to the
extent of the defaulted amount in accordance with the Underwriting Agreement. The Underwriting Agreement has
not been executed as on date of this Draft Red Herring Prospectus and will be executed after determination of
Offer Price and Allocation of Equity Shares, but prior to filing the Prospectus with the RoC. The extent of
underwriting obligations (including any defaults in payment for which the respective Underwriter is required to
procure subscribers for or subscribe the Equity Shares to the extent of the defaulted amount) and the Bids to be
underwritten in the Offer shall be as per Underwriting Agreement.
100BOOK BUILDING PROCESS
Book Building Process, in the context of the Offer, refers to the process of collection of Bids from investors on
the basis of the Red Herring Prospectus and the Bid cum Application Forms within the Price Band. The Price
Band and minimum Bid Lot will be decided by our Company in consultation with the BRLMs, and if not disclosed
in the Red Herring Prospectus, will be advertised in [●] editions of [●], the English national daily newspaper, all
editions of [●], the Hindi national daily newspaper and all editions of [●], the regional daily newspaper, (Gujarati
being the local language of Gujarat, where our registered office is situated), each with wide circulation,
respectively, at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the
Stock Exchanges for the purpose of uploading on their respective websites. The Offer Price shall be determined
by our Company in consultation with the BRLMs after the Bid/Offer Closing Date. For details see the section
titled “Offer Procedure” beginning on page 476.
All Bidders, other than Anchor Investors, shall only participate through the ASBA process by providing the details
of their respective ASBA Accounts in which the corresponding Bid Amount will be blocked by the SCSBs. In
addition to this Retail Individual Bidders may participate through the ASBA process by either (a) providing the
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs
or, (b) through the UPI Mechanism. Anchor Investors are not permitted to participate in the Offer through the
ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw
or lower the size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage.
Retail Individual Bidders can revise their Bids during the Bid/ Offer Period and withdraw their Bids on or before
the Bid/ Offer Closing Date. Anchor Investors are not allowed to withdraw their Bids after the Anchor Investor
Bid/Offer Period. RIBs can revise their Bids during the Bid/ Offer Period and withdraw their Bids until Bid/ Offer
Closing Date except for allocation to Retail Individual Bidders, Non-Institutional Bidders and the Anchor
Investors, allocation in the Offer will be on a proportionate basis. Further, allocation to Anchor Investors will be
on a discretionary basis and allocation to the Non-Institutional Investors will be in a manner as prescribed under
the SEBI ICDR Regulations. For illustration of the Book Building Process and further details, see the chapters
titled “Terms of the Offer”, “Offer Structure” and “Offer Procedure” beginning on pages 464, 471 and 476
respectively.
Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.
The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to
change from time to time and Bidders are advised to make their own judgment about an investment through
aforesaid process prior to submitting a Bid in the Offer.’
Bidders should note the Offer is also subject to obtaining (i) filing of the prospectus with the RoC and; (ii) final
listing and trading approvals from the Stock Exchanges, which our Company shall apply for after Allotment as
per the prescribed timelines in compliance with the SEBI ICDR Regulations or as prescribed under applicable
law.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Terms of the Offer”, “Offer
Structure” and “Offer Procedure” on pages 464, 471 and 476, respectively.
For details of the method and procedure for Bidding, see the chapters titled “Terms of the Offer”, “Offer Structure”
and “Offer Procedure” beginning on pages 464, 471 and 476 respectively.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
101CAPITAL STRUCTURE
The Share Capital of our Company, as on the date of this Draft Red Herring Prospectus, is set forth below.
(in ₹ except share data or indicated otherwise)
Aggregate
S. Aggregate
Particulars value at Offer
No. nominal value
Price*
A. AUTHORISED SHARE CAPITAL
2,00,00,000 Equity Shares of face value of ₹ 10/- each 20,00,00,000 -
Total 20,00,00,000 -
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AS
ON THE DATE OF THIS DRHP (BEFORE THE OFFER) (1)
1,37,28,570 Equity Shares of face value of ₹ 10/- each 13,72,85,700 -
Total 13,72,85,700 -
PRESENT OFFER (2)
Up to 38,10,000 Equity Shares of face value of ₹ 10/- each (2)(3) [●] [●]
Of which
C. Fresh Offer of up to 12,50,000 Equity Shares of face value of ₹ 10/-
each, aggregating up to ₹ [●] Lakhs (2)
Offer for sale of up to 25,60,000 Equity Shares of face value of ₹ 10/-
each aggregating up to ₹ [●] Lakhs (3)
D. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE
OFFER
Up to 1,49,78,570 Equity Shares of face value of ₹ 10/- each* 14,97,85,700 -
Total 14,97,85,700 -
E. SECURITIES PREMIUM ACCOUNT
Before the Offer (in ₹ lakhs) 5,275.48
After the Offer (in ₹ lakhs) [●]
*To be updated upon the finalization of the Offer Price, and subject to Basis of Allotment.
(1) Our Company has only one class of share capital i.e., Equity Shares of face value of ₹ 10/- each only. All
Equity Shares issued are fully paid-up. Our Company has no outstanding convertible instruments as on the
date of filing this Draft Red Herring Prospectus.
(2) The Offer has been authorized by our Board of Directors pursuant to the resolution passed at their meeting
held on August 25, 2025 and by our Shareholders pursuant to the special resolution passed at their meeting
held on August 27, 2025. Our Board has taken on record the approval for the Offer for Sale by the Selling
Shareholder pursuant to its resolution dated September 6, 2025.
(3) Each of the Selling Shareholders, severally and not jointly, authorized the Offer for Sale and confirmed that
their respective portion of the Offered Shares are eligible for the Offer for Sale in accordance with
Regulations 8 of the SEBI ICDR Regulations, as on the date of this Draft Red Herring Prospectus. Our
Board has taken on record the consent and approval for the Offer for Sale by each of the Selling
Shareholders pursuant to a resolution dated September 6, 2025. For details of the authorizations by the
Selling Shareholders in relation to the Offer for Sale, refer “The Offer” and “Other Regulatory and
Statutory Disclosures” on page 82 and 449. The Equity Shares of face value of ₹ 10/- each being offered by
the Selling Shareholders have been held for a period of at least one year immediately preceding the date of
the Draft Red Herring Prospectus and are eligible for being offered for sale as part of the Offer in terms of
the Regulation 8 of SEBI ICDR Regulations.
Maximum
S. Date of consent Offered Shares
Name of the Selling Shareholder Category
No. Letter of face value of
₹ 10/- each
1. Hasmukhbhai Meghjibhai Viradiya Promoter September 6, 2025 Up to 5,30,000
2. Vallabhbhai Meghjibhai Viradiya Promoter September 6, 2025 Up to 2,60,000
102Maximum
S. Date of consent Offered Shares
Name of the Selling Shareholder Category
No. Letter of face value of
₹ 10/- each
3. Manishaben Viradiya Promoter September 6, 2025 Up to 3,75,000
4. Vaibhav Vallabhbhai Viradiya Promoter September 6, 2025 Up to 2,55,000
5. Saritaben Viradiya Promoter September 6, 2025 Up to 2,55,000
6. Ektaben Vaibhavbhai Viradiya Promoter September 6, 2025 Up to 2,55,000
7. Tejasbhai Vallabhbhai Viradiya Promoter September 6, 2025 Up to 2,55,000
8. Tirthraj Hasmukhbhai Viradiya Promoter September 6, 2025 Up to 3,75,000
Total Up to 25,60,000
For the details regarding the Average cost of acquisition for Promoters and the Selling Shareholders as on
the date of this Draft Red Herring Prospectus, refer to the section titled “Summary of Offer Document -
Average cost of acquisition for our Promoters and the Selling Shareholders” on page 37.
NOTES TO THE CAPITAL STRUCTURE
1. For details in relation to the changes in the Authorised Share Capital of our Company in the past 10 years,
refer “History and Certain Corporate Matters - Amendments to the Memorandum of Association” on page
258.
2. Paid-up Share Capital history of our Company:
Our Company is in compliance with the provisions of the Companies Act, to the extent applicable, with
respect to the issuance of securities since the date of incorporation of our Company till the date of filing of
this Draft Red Herring Prospectus.
(a) Equity Share Capital
The history of the Equity Share Capital of our Company is set forth in the table below:
Number of Cumulative Cumulative
Nature of Face value Issue price Number
Date of Equity Nature of number of paid-up
allotment/ per Equity per Equity of
allotment Shares consideration Equity Equity Share
Reason Share (₹) Share (₹) allottees
allotted Shares capital (₹)
Initial
Upon
subscription 1,50,000 10/- 10/- Cash 1,50,000 15,00,000 9
Incorporation(i)
to MOA
October 12,
Right Issue 23,50,000 10/- 10/- Cash 25,00,000 2,50,00,000 9
2022(ii)
June 14, Private
1,06,630 10/- 2,157/- Cash 26,06,630 2,60,66,300 20
2025(iii) Placement
July 24, Private
1,39,084 10/- 2,157/- Cash 27,45,714 2,74,57,140 8
2025(iv) Placement
September 5, Not
Bonus Issue 1,09,82,856 10/- Nil 1,37,28,570 13,72,85,700 28
2025(v) Applicable
103(i) Subscribers to the Memorandum of Association
S. No. Name of Shareholders Number of Equity Shares of face value of ₹ 10/- each
1. Hasmukhbhai Meghjibhai Viradiya 22,500
2. Vallabhbhai Meghjibhai Viradiya 15,000
3. Vaibhav Vallabhbhai Viradiya 15,000
4. Manishaben Viradiya 22,500
5. Saritaben Viradiya 15,000
6. Ektaben Vaibhavbhai Viradiya 15,000
7. Bhakti Hasmukhbhai Viradiya 15,000
8. Ishani Hasmukhbhai Viradiya 15,000
9. Tejasbhai Hasmukhbhai Viradiya 15,000
Total 1,50,000
(ii) Rights issue of Equity Shares on October 12, 2022
S. No. Name of allottees Number of Equity Shares of face value of ₹ 10/- each
1. Hasmukhbhai Meghjibhai Viradiya 3,52,500
2. Vallabhbhai Meghjibhai Viradiya 2,35,000
3. Vaibhav Vallabhbhai Viradiya 2,35,000
4. Manishaben Viradiya 3,52,500
5. Saritaben Viradiya 2,35,000
6. Ektaben Vaibhavbhai Viradiya 2,35,000
7. Bhakti Hasmukhbhai Viradiya 2,35,000
8. Ishani Hasmukhbhai Viradiya 2,35,000
9. Tejasbhai Vallabhbhai Viradiya 2,35,000
Total 23,50,000
(iii) Private Placement of Equity Shares on June 14, 2025
S. No. Name of allottees Number of Equity Shares of face value of ₹ 10/- each
1. Himanshu Chawla 2,300
2. Mukesh Goel HUF 2,300
3. Sunil Kumar Gupta HUF 2,300
4. Strategic Sixth Sense Capital Fund 4,700
5. Ketan V Thakkar 4,650
6. Rushabh Rajubhai Shah 3,500
7. Darshi Jigar Shah 1,160
8. Tushar Gupta 700
9. Nitin Ramniklal Sheth HUF 1,450
10. Tejas Nitin Sheth HUF 1,450
11. Harshal Sharad Shah 1,450
12. Saumil Kishore Shah 1,450
13. Kiran Dhirajlal Vadiya 1,150
14. Narayan Agarwal 1,150
15. Amit Agarwal 1,150
16. Dhanesha Advisory LLP 11,600
17. NKA Resources LLP 13,450
18. Deepveda Financial Services LLP 700
19. MAIQ Growth Scheme – Long Only 23,020
20. Reina R Jaisinghani 27,000
Total 1,06,630
104(iv) Private Placement of Equity Shares on July 24, 2025
S. No. Name of Shareholders Number of Equity Shares of face value of ₹ 10/- each
1. Hasmukhbhai Meghjibhai Viradiya 48,216
2. Vallabhbhai Meghjibhai Viradiya 26,890
3. Vaibhav Vallabhbhai Viradiya 10,663
4. Manishaben Viradiya 10,663
5. Saritaben Viradiya 10,663
6. Ektaben Vaibhavbhai Viradiya 10,663
7. Tejasbhai Vallabhbhai Viradiya 10,663
8. Tirthraj Hasmukhbhai Viradiya 10,663
Total 1,39,084
(v) Bonus Issue of Equity Shares on September 5, 2025
S. No. Name of allottees Number of Equity Shares of face value of ₹ 10/- each
1. Hasmukhbhai Meghjibhai Viradiya 21,92,864
2. Vallabhbhai Meghjibhai Viradiya 11,07,560
3. Vaibhav Vallabhbhai Viradiya 10,42,652
4. Manishaben Viradiya 15,42,652
5. Saritaben Viradiya 10,42,652
6. Ektaben Vaibhavbhai Viradiya 10,42,652
7. Tejasbhai Vallabhbhai Viradiya 10,42,652
8. Tirthraj Hasmukhbhai Viradiya 15,42,652
9. Himanshu Chawla 9,200
10. Mukesh Goel HUF 9,200
11. Sunil Kumar Gupta HUF 9,200
12. Strategic Sixth Sense Capital Fund 18,800
13. Ketan V Thakkar 18,600
14. Rushabh Rajubhai Shah 14,000
15. Darshi Jigar Shah 4,640
16. Tushar Gupta 2,800
17. Nitin Ramniklal Sheth HUF 5,800
18. Tejas Nitin Sheth HUF 5,800
19. Harshal Sharad Shah 5,800
20. Saumil Kishore Shah 5,800
21. Kiran Dhirajlal Vadiya 4,600
22. Narayan Agarwal 4,600
23. Amit Agarwal 4,600
24. Dhanesha Advisory LLP 46,400
25. NKA Resources LLP 53,800
26. Deepveda Financial Services LLP 2,800
27. MAIQ Growth Scheme Long Only 92,080
28. Reina R Jaisinghani 1,08,000
Total 1,09,82,856
(b) Preference share capital
As on the date of this Draft Red Herring Prospectus, our Company does not have any issued or outstanding
preference share capital.
1053. Details of secondary transactions by our Promoters (also Selling Shareholders) and members of our
Promoter Group
Number of Face Transfer
Date of Name of Name of Equity Nature of Value per Price per
Transfer Transferor Transferee Shares Consideration Equity Equity
Transferred Share (₹) Share (₹)
Hasmukhbhai Tirthraj
August 7,
Meghjibhai Hasmukhbhai 1,25,000 Gift 10 Nil
2023
Viradiya Viradiya
Manishaben Tirthraj
August 7,
Viradiya Hasmukhbhai 1,25,000 Gift 10 Nil
2023
Viradiya
Ishani Hasmukhbhai
August 13,
Hasmukhbhai Meghjibhai 2,50,000 Gift 10 Nil
2025
Viradiya Viradiya
Bhakti Manishaben
August 13,
Hasmukhbhai Viradiya 1,25,000 Gift 10 Nil
2025
Viradiya
Bhakti Tirthraj
August 13,
Hasmukhbhai Hasmukhbhai 1,25,000 Gift 10 Nil
2025
Viradiya Viradiya
4. The Weighted Average Cost of Acquisition of all the shares transacted in the last 1 year, 18 months and 3
years is ₹ 47.20, ₹ 47.20, and ₹ 40.76 respectively. For further details refer to the section titled “Basis of Offer
Price – Weighted Average Cost of Acquisition” on page 146.
5. Issue of Equity Shares for consideration other than cash or out of revaluation reserves or by way of
bonus issue
(i) As on the date of this Draft Red Herring Prospectus, our Company has not issued any Equity Shares for
consideration other than cash and out of revaluation reserves since its incorporation.
(ii) Except as disclosed below, our Company has not issued any Equity Shares on bonus issue since its
incorporation:
No. of Face value Issue Price per Benefit
Date of Reason/Nature of
Equity per Equity Equity Share Accrued to our
Allotment Allotment
Shares Share (₹) (₹) Company
September 5, Allotment of Bonus issue of 1,09,82,856 10/- Nil Capitalization
2025 Equity Shares made by our of Reserves &
Company in the ratio of four Surplus*
new Equity Shares for every
one Equity Share held by the
Shareholders on August 27,
2025
*Above allotment of shares has been made out of Reserves & Surplus available for distribution to
Shareholders.
1066. Issue of Shares pursuant to schemes of arrangement
As on the date of this Draft Red Herring Prospectus, our Company has not allotted any Equity Shares in terms of
any scheme of arrangement approved under sections 391 to394 of the Companies Act, 1956 or sections 230 to
234 of the Companies Act.
7. Employee Stock Option Scheme
As on the date of the Draft Red Herring Prospectus, our Company doesn’t have any Employee stock option scheme
(“ESOP”)/ Employee Stock purchase scheme (“ESPS”) for our employees and we do not intent to allot any equity
shares to our employees under ESOP and ESPS from the proposed Offer. As and when options are granted to our
employees under the ESOP scheme, our Company shall comply with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021.
8. Offer of Equity Shares at a price lower than the Offer Price in the last year
Except as disclosed in “Paid-up Share Capital history of our Company” on page 103, our Company has not issued
any Equity Shares in the preceding one year at a price lower than the Offer Price.
9. Shareholding pattern of our Company
The table below represents the shareholding pattern of our Company in accordance with Regulation 31 of the
SEBI (LODR) Regulations, 2015, as on the date of this Draft Red Herring Prospectus:
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
107Cate Category of Nos of No. of Nos of No. of Total nos. Shareholdi Number of Voting Rights No. of Total No. of Shareholding Number of Number of Non-Disposal Other Total Number of
gory shareholder Share fully Partly shares shares ng held in each class of Shares Shares on , as a % Locked in Shares Undertaking encumbrances, Number of equity
(I) (II) holders paid up paid- underlying held as a % of securities Underlying fully diluted assuming full shares pledged (XV) if any Shares shares held
(III) equity up Depository (VII)= total (IX) Outstating basis conversion of (XIII) (XIV) (XVI) encumbered in
Share equity Receipts (IV)+(V)+(VI no. of convertible (including convertible (XVII) = dematerialize
held Share (VI) ) shares securities warrants, securities (as (XIV+XV+ d
(IV) held (calculated (including ESOP, a %of diluted XVI) form
(V) as per Warrants, Convertible share capital) (XVIII)
SCRR,1957 ESOP) Securities (XII)=(VII)+(
) (X) etc) X) As a % of
(VIII) (XI)=(VII+X (A+B+C2)
As a % of )
(A+B+C2)
No of Voting Total
Rights as a
% of
(A+B+
C)
As a % As a % As a % As a %
As a %
of of of of
of
No. total No. total No. total No. total No.
total
(a) shares (a) shares (a) shares (a) shares (a)
shares
held held held held
Class Class (b) (b) (b) (b) held
Equity Others Total
x y
(A)
Promoter & Promoter
8 13195420 0 0 13195420 96.12 13195420 0 13195420 96.12 0 13195420 96.12 0 0.00 0 0.00 13195420
Group
(B) Public 20 533150 0 0 533150 3.88 533150 0 533150 3.88 0 533150 3.88 0 0.0000 0 0 533150
(C) Non Promoter-Non Public 0 0 0 0 0 0 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0
(C1) Shares underlying DRs 0 0 0 0 0 NA 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0
(C2)
Shares held by Employee
0 0 0 0 0 0 0 0 0 0.00 0 0 0.00 0 0.00 NA NA 0
Trusts
Total 28 13728570 0 0 13728570 13728570 0 13728570 100.00 0 13728570 100.00 0 0.00 13728570
*As on the date of this Draft Red Herring Prospectus 1 Equity Share holds 1 vote.
10810. Details of equity shareholding of the major Shareholders of our Company.
(a) The Shareholders holding 1% or more of the paid-up Equity Share capital of the Company and the
number of Equity Shares held by them as on the date of this Draft Red Herring Prospectus are set forth
in the table below:
No. of Equity Shares on a Percentage (%) of the Pre-
S. No. Name of the shareholders fully diluted basis of face Offer Equity Share Capital as
value of ₹ 10/- each of the date indicated
1. Hasmukhbhai Meghjibhai Viradiya 27,41,080 19.97
2. Vallabhbhai Meghjibhai Viradiya 13,84,450 10.08
3. Vaibhav Vallabhbhai Viradiya 13,03,315 9.49
4. Manishaben Viradiya 19,28,315 14.05
5. Saritaben Viradiya 13,03,315 9.49
6. Ektaben Vaibhavbhai Viradiya 13,03,315 9.49
7. Tejasbhai Vallabhbhai Viradiya 13,03,315 9.49
8. Tirthraj Hasmukhbhai Viradiya 19,28,315 14.05
Total 1,31,95,420 96.12
(b) The Shareholders who held 1% or more of the paid-up Equity Share capital of the Company and the
number of Equity Shares held by them 10 days prior to the date of this Draft Red Herring Prospectus are:
No. of Equity Shares on a Percentage (%) of the Pre-
S. No. Name of the Shareholder fully diluted basis of face Offer Equity Share Capital
value of ₹ 10/- each as of the date indicated
1. Hasmukhbhai Meghjibhai Viradiya 27,41,080 19.97
2. Vallabhbhai Meghjibhai Viradiya 13,84,450 10.08
3. Vaibhav Vallabhbhai Viradiya 13,03,315 9.49
4. Manishaben Viradiya 19,28,315 14.05
5. Saritaben Viradiya 13,03,315 9.49
6. Ektaben Vaibhavbhai Viradiya 13,03,315 9.49
7. Tejasbhai Vallabhbhai Viradiya 13,03,315 9.49
8. Tirthraj Hasmukhbhai Viradiya 19,28,315 14.05
Total 1,31,95,420 96.12
(c) The Shareholders who held 1% or more of the paid-up Equity Share capital of our Company and the
number of Equity Shares held by them one year prior to the date of this Draft Red Herring Prospectus
are set forth in the table below:
No. of Equity Shares on a Percentage (%) of the Pre-
S. No. Name of the Shareholder fully diluted basis of face Offer Equity Share Capital
value of ₹ 10/- each as of the date indicated
1. Hasmukhbhai Meghjibhai Viradiya 2,50,000 10.00
2. Vallabhbhai Meghjibhai Viradiya 2,50,000 10.00
3. Vaibhav Vallabhbhai Viradiya 2,50,000 10.00
4. Manishaben Viradiya 2,50,000 10.00
5. Saritaben Viradiya 2,50,000 10.00
6. Ektaben Vaibhavbhai Viradiya 2,50,000 10.00
7. Tejasbhai Vallabhbhai Viradiya 2,50,000 10.00
8. Tirthraj Meghjibhai Viradiya 2,50,000 10.00
9. Bhakti Hasmukhbhai Viradiya 2,50,000 10.00
10. Ishani Hasmukhbhai Viradiya 2,50,000 10.00
Total 25,00,000 100.00
109(d) The Shareholders who held 1% or more of the paid-up Equity Share capital of the Company and the
number of Equity Shares held by them two years prior to the date of this Draft Red Herring Prospectus
are set forth in the table below:
No. of Equity Shares on a Percentage (%) of the Pre-
S. No. fully diluted basis of face Offer Equity Share Capital
Name of the Shareholder
value of ₹ 10/- each as of the date indicated
1. Hasmukhbhai Meghjibhai Viradiya 2,50,000 10.00
2. Vallabhbhai Meghjibhai Viradiya 2,50,000 10.00
3. Vaibhav Vallabhbhai Viradiya 2,50,000 10.00
4. Manishaben Viradiya 2,50,000 10.00
5. Saritaben Viradiya 2,50,000 10.00
6. Ektaben Vaibhavbhai Viradiya 2,50,000 10.00
7. Tejasbhai Vallabhbhai Viradiya 2,50,000 10.00
8. Tirthraj Hasmukhbhai Viradiya 2,50,000 10.00
9. Bhakti Hasmukhbhai Viradiya 2,50,000 10.00
10. Ishani Hasmukhbhai Viradiya 2,50,000 10.00
Total 25,00,000 100.00
11. Our Company has not made any public offer since its incorporation.
12. Intention or proposal to alter capital structure.
Our Company presently does not intend or propose to alter its capital structure for a period of six months from
the Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares or further offer
of Equity Shares (including offer of securities convertible into or exchangeable, directly or indirectly for Equity
Shares) whether on a preferential basis or by way of bonus issue of Equity Shares or on a rights basis or by way
of further public offer of Equity Shares or qualified institutions placements or otherwise. However, if our
Company enters into acquisitions, joint ventures or other arrangements, our Company may, subject to necessary
approvals, consider raising additional capital to fund such activity or use Equity Shares as currency for acquisitions
or participation in such joint ventures.
13. Build-up of Promoter’s shareholding.
As on the date of this Draft Red Herring Prospectus, our Promoters, hold 1,31,95,420 Equity Shares of face value
of ₹ 10/- only each, equivalent to 96.12% of the pre-offer paid-up Equity Share Capital of our Company on a fully
diluted basis and for further details, refer “Our Promoters and Promoter Group” beginning on page 287. All the
Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment / acquisition of such
Equity Shares.
As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by any of our Promoters are
pledged.
The details regarding the build-up of the equity shareholding of our Promoters in our Company since incorporation
is set forth in the table below:
110a) Build-up of the Equity Shareholding of our Promoters in our Company
1) The details regarding the build-up of the Equity Shares held by Hasmukhbhai Meghjibhai Viradiya in
our Company since incorporation is set forth in the table below:
Transfer Percentage
Date of transfer Number of Percentage
Face Value price/issue of the Post-
/ allotment of Equity shares Nature of of the Pre-
Nature of transaction per Equity price per Offer
Equity Shares allotted/ consideration Offer Equity
Share (₹) Equity Share Equity
(Fully paid up) transferred Capital (%)
(₹) Capital (%)#
Upon 22,500 Subscription to the MOA Cash 10 10 0.16 [●]
Incorporation
October 12, 3,52,500 Right Issue Cash 10 10 2.57 [●]
2022
August 7, (1,25,000) Transfer of Equity Shares Not 10 Nil (0.91) [●]
2023 by way of gift to Tirthraj Applicable
Hasmukhbhai Viradiya
July 24, 2025 48,216 Private Placement Cash 10 2157 0.35 [●]
August 13, 2,50,000 Acquired by way of Gift Not 10 Nil 1.82 [●]
2025 from Ishani Hasmukhbhai Applicable
Viradiya
September 5, 21,92,864 Bonus Issue Not 10 Nil 15.97 [●]
2025 Applicable
Total 27,41,080 19.97 [●]
#To be updated in the Prospectus to be filed with the RoC
2) The details regarding the build-up of the Equity Shares held by Vallabhbhai Meghjibhai Viradiya in
our Company since incorporation is set forth in the table below:
Number of Transfer
Date of transfer / Face Percentage of Percentage
Equity price/issue
allotment of Nature of Value per the pre-Offer of the post-
shares Nature of transaction price per
Equity Shares consideration Equity Equity Offer Equity
allotted/ Equity
(Fully paid up) Share (₹) Capital (%) Capital (%)#
transferred Share (₹)
Upon 15,000 Subscription to the MOA Cash 10 10 0.11 [●]
Incorporation
October 12, 2,35,000 Rights Issue Cash 10 10 1.71 [●]
2022
July 24, 2025 26,890 Private Placement Cash 10 2157 0.19 [●]
September 5, 11,07,560 Bonus Issue Not 10 Nil 8.07 [●]
2025 Applicable
Total 13,84,450 10.08 [●]
# To be updated in the Prospectus to be filed with the RoC
3) The details regarding the build-up of the Equity Shares held by Vaibhav Vallabhbhai Viradiya in our
Company since incorporation is set forth in the table below:
Transfer Percentage
Date of transfer Number of Face Percentage
price/issue of the post-
/ allotment of Equity shares Nature of Value per of the pre-
Nature of transaction price per Offer
Equity Shares allotted/ consideration Equity Offer Equity
Equity Share Equity
(Fully paid up) transferred Share (₹) Capital (%)
(₹) Capital (%)#
Upon 15,000 Subscription to the MOA Cash 10 10 0.11 [●]
Incorporation
October 12, 2,35,000 Rights Issue Cash 10 10 1.71 [●]
2022
July 24, 2025 10,663 Private Placement Cash 10 2157 0.08 [●]
September 05, 10,42,652 Bonus Issue Not Applicable 10 Nil 7.59 [●]
2025
Total 13,03,315 9.49 [●]
# To be updated in the Prospectus to be filed with the RoC
1114) The details regarding the build-up of the Equity Shares held by Manishaben Viradiya in our Company
since incorporation is set forth in the table below:
Transfer Percentage
Date of transfer Number of Face Percentage
price/issue of the post-
/ allotment of Equity shares Nature of Value per of the pre-
Nature of transaction price per Offer
Equity Shares allotted/ consideration Equity Offer Equity
Equity Share Equity
(Fully paid up) transferred Share (₹) Capital (%)
(₹) Capital (%)#
Upon 22,500 Subscription to the MOA Cash 10 10 0.16 [●]
Incorporation
October 12, 3,52,500 Right Issue Cash 10 10 2.57 [●]
2022
August 7, (1,25,000) Transfer of Equity Shares Not 10 Nil (0.91) [●]
2023 by way of gift to Tirthraj Applicable
Hasmukhbhai Viradiya
August 13, 1,25,000 Acquired by way of gift Not 10 Nil 0.91 [●]
2025 from Bhakti Hasmukhbhai Applicable
Viradiya
July 24, 2025 10,663 Private Placement Cash 10 2157 0.08 [●]
September 15,42,652 Bonus Issue Not 10 Nil 11.24 [●]
05, 2025 Applicable
Total 19,28,315 14.05 [●]
# To be updated in the Prospectus to be filed with the RoC
5) The details regarding the build-up of the Equity Shares held by Saritaben Viradiya in our Company
since incorporation is set forth in the table below:
Transfer Percentage
Date of transfer Number of Face Percentage
price/issue of the post-
/ allotment of Equity shares Nature of Value per of the pre-
Nature of transaction price per Offer
Equity Shares allotted/ consideration Equity Offer Equity
Equity Share Equity
(Fully paid up) transferred Share (₹) Capital (%)
(₹) Capital (%)#
Upon 15,000 Subscription to the MOA Cash 10 10 0.11 [●]
Incorporation
October 12, 2,35,000 Rights Issue Cash 10 10 1.71 [●]
2022
July 24, 2025 10,663 Private Placement Cash 10 2157 0.08 [●]
September 5, 10,42,652 Bonus Issue Not 10 Nil 7.59 [●]
2025 Applicable
Total 13,03,315 9.49 [●]
# To be updated in the Prospectus to be filed with the RoC
6) The details regarding the build-up of the Equity Shares held by Ektaben Vaibhavbhai Viradiya in our
Company since incorporation is set forth in the table below:
Transfer Percentage
Date of transfer Number of Face Percentage
price/issue of the post-
/ allotment of Equity shares Nature of Value per of the pre-
Nature of transaction price per Offer
Equity Shares allotted/ consideration Equity Offer Equity
Equity Share Equity
(Fully paid up) transferred Share (₹) Capital (%)
(₹) Capital (%)#
Upon 15,000 Subscription to the MOA Cash 10 10 0.11 [●]
Incorporation
October 12, 2,35,000 Rights Issue Cash 10 10 1.71 [●]
2022
July 24, 2025 10,663 Private Placement Cash 10 2157 0.08 [●]
September 5, 10,42,652 Bonus Issue Not 10 Nil 7.59 [●]
2025 Applicable
Total 13,03,315 9.49 [●]
# To be updated in the Prospectus to be filed with the RoC
1127) The details regarding the build-up of the Equity Shares held by Tejasbhai Vallabhbhai Viradiya in our
Company since incorporation is set forth in the table below:
Date of Number of Transfer Percentage Percentage
transfer / Equity Face price/issue of the pre- of the post-
allotment of shares Nature of Value per price per Offer Offer
Nature of transaction
Equity Shares allotted/ consideration Equity Equity Equity Equity
(Fully paid transferred Share (₹) Share (₹) Capital (%) Capital
up) (%)#
Upon 15,000 Subscription to the MOA Cash 10 10 0.11 [●]
Incorporation
October 12, 2,35,000 Rights Issue Cash 10 10 1.71 [●]
2022
July 24, 2025 10,663 Private Placement Cash 10 2157 0.08 [●]
September 5, 10,42,652 Bonus Issue Not Applicable 10 Nil 7.59 [●]
2025
Total 13,03,315 9.49 [●]
# To be updated in the Prospectus to be filed with the RoC
8) The details regarding the build-up of the Equity Shares held by Tirthraj Hasmukhbhai Viradiya in our
Company since incorporation is set forth in the table below:
Date of Number of Transfer Percentage Percentage
Face
transfer / Equity shares price/issue of the pre- of the post-
Nature of Value per
allotment of allotted/ Nature of transaction price per Offer Equity Offer Equity
consideration Equity
Equity Shares transferred Equity Share Capital (%) Capital (%)#
Share (₹)
(Fully paid up) (₹)
August 7, 1,25,000 Acquired by way of gift Not 10 Nil 0.91 [●]
2023 from Hasmukhbhai Applicable
Meghjibhai Viradiya
August 7, 1,25,000 Acquired by way of gift Not 10 Nil 0.91 [●]
2023 from Manishaben Viradiya Applicable
July 24, 10,663 Private Placement Cash 10 2157 0.08 [●]
2025
August 13, 1,25,000 Acquired by way of gift Not 10 Nil 0.91 [●]
2025 from Bhakti Hasmukhbhai Applicable
Viradiya
September 5, 15,42,652 Bonus Issue Not 10 Nil 11.24 [●]
2025 Applicable
Total 19,28,315 14.05 [●]
# To be updated in the Prospectus to be filed with the RoC
b) Equity Shareholding of our Promoters and Promoter Group
Our Promoter Group does not hold any Equity Shares of our Company. The details of shareholding of our
Promoters in our Company are set forth in the table below:
Percentage of the
S. No. of Equity Shares of Percentage (%) of
Name of the Shareholder post-Offer Equity
No. face value of ₹ 10/- each Pre-offer Capital
Capital (%)#
1. Hasmukhbhai Meghjibhai Viradiya 27,41,080 19.97 [●]
2. Vallabhbhai Meghjibhai Viradiya 13,84,450 10.08 [●]
3. Vaibhav Vallabhbhai Viradiya 13,03,315 9.49 [●]
4. Manishaben Viradiya 19,28,315 14.05 [●]
5. Saritaben Viradiya 13,03,315 9.49 [●]
6. Ektaben Vaibhavbhai Viradiya 13,03,315 9.49 [●]
7. Tejasbhai Vallabhbhai Viradiya 13,03,315 9.49 [●]
8. Tirthraj Hasmukhbhai Viradiya 19,28,315 14.05 [●]
Total 1,31,95,420 96.12 [●]
113# To be updated in the Prospectus to be filed with the RoC
For further details, see “Our Promoters and Promoter Group” on page 287.
14. As on the date of filing of this Draft Red Herring Prospectus, the total number of our Shareholders are 28
(Twenty Eight).
15. Aggregate shareholding of the Promoter Group and directors of the Promoters where the Promoter is
a body corporate:
As on the date of this Draft Red Herring Prospectus, there are no corporate Promoters of our Company.
16. Except as disclosed in “Build-up of Promoter’s shareholding” on page 110, none of the members of our
Promoter Group, our Promoters, our directors, or their relatives have purchased or sold any securities of our
Company during the period of six months immediately preceding the date of filing of this Draft Red Herring
Prospectus.
17. Details of Promoter’s contribution and lock-in
A. In accordance with Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the
fully diluted Post-Offer paid-up Equity Share capital of our Company held by our Promoters shall be
provided towards minimum promoter’s contribution and locked-in for a period of eighteen months or
any other period as may be prescribed under applicable laws from the date of Allotment (“Minimum
Promoters’ Contribution”) and our Promoters’ shareholding in excess of 20% shall be locked in for a
period of six months from the date of Allotment.
B. Our Promoters have given their consent for inclusion of such number of Equity Shares held by them, as
may constitute 20% of the fully diluted Post-Offer Equity Share Capital of our Company as Minimum
Promoters’ Contribution and have agreed not to sell, dispose, transfer, charge, pledge or otherwise
encumber in any manner the Minimum Promoters’ Contribution from the date of filing of this Draft Red
Herring Prospectus until the expiry of the lock- in period specified above, or for such other time as
required under the SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI
ICDR Regulations.
C. As on the date of this Draft Red Herring Prospectus, our Promoters hold in aggregate 1,31,95,420 Equity
Shares of face value of ₹10/- each, constituting 96.12% of our issued, subscribed and paid-up Equity
Share Capital, out of all of which are eligible for Minimum Promoters’ Contribution.
The details of the Equity Shares held by our Promoters, which shall be locked-in for a period of 18
months from the date of Allotment as Minimum Promoter’s Contribution are set forth in the table below:
Percentage Percentage
Date up to Face
Date of of the fully of the fully
No. of which the Issue / value
allotment/ diluted diluted
Name of the Equity Equity Acquisition Nature of per
transfer of pre- Offer post- Offer
Promoter Shares Shares are price per Allotment Equity
Equity Equity Equity
locked- in* subject to Equity Share Share
Shares** Share Share
lock – in (₹)
Capital^ Capital
Ektaben [●] [●] [●] [●] [●] [●] [●] [●]
Vaibhavbhai
[●] [●] [●] [●] [●] [●] [●] [●]
Viradiya
Hasmukhbhai [●] [●] [●] [●] [●] [●] [●] [●]
Meghjibhai
[●] [●] [●] [●] [●] [●] [●] [●]
Viradiya
Manishaben [●] [●] [●] [●] [●] [●] [●] [●]
Viradiya [●] [●] [●] [●] [●] [●] [●] [●]
Saritaben [●] [●] [●] [●] [●] [●] [●] [●]
Viradiya [●] [●] [●] [●] [●] [●] [●] [●]
Vaibhav [●] [●] [●] [●] [●] [●] [●] [●]
Vallabhbhai
[●] [●] [●] [●] [●] [●] [●] [●]
Viradiya
114Percentage Percentage
Date up to Face
Date of of the fully of the fully
No. of which the Issue / value
allotment/ diluted diluted
Name of the Equity Equity Acquisition Nature of per
transfer of pre- Offer post- Offer
Promoter Shares Shares are price per Allotment Equity
Equity Equity Equity
locked- in* subject to Equity Share Share
Shares** Share Share
lock – in (₹)
Capital^ Capital
Vallabhbhai [●] [●] [●] [●] [●] [●] [●] [●]
Meghjibhai
[●] [●] [●] [●] [●] [●] [●] [●]
Viradiya
Tirthraj [●] [●] [●] [●] [●] [●] [●] [●]
Hasmukhbhai
[●] [●] [●] [●] [●] [●] [●] [●]
Viradiya
Tejasbhai [●] [●] [●] [●] [●] [●] [●] [●]
Vallabhbhai
[●] [●] [●] [●] [●] [●] [●] [●]
Viradiya
Note: To be updated at the Prospectus stage.
* Subject to finalization of Basis of Allotment
** All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the
case may be, of such Equity Shares.
^ Subject to finalisation of the Basis of Allotment and to be updated in the Prospectus to be filed with
the RoC
D. Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible
for computation of Minimum Promoter’s contribution in terms of Regulation 15 of the SEBI ICDR
Regulations.
E. The Minimum Promoters’ Contribution has been brought to the extent of not less than the specified
minimum lot and from the persons identified as ‘Promoter’ under the SEBI ICDR Regulations.
F. In this connection, we confirm the following:
(i) The Equity Shares offered for Minimum Promoter’s contribution do not include (a) Equity Shares
acquired in the three immediately preceding years for consideration other than cash and revaluation
of assets or capitalization of intangible assets was involved in such transaction, or (b) Equity Shares
resulting from bonus issue by utilization of revaluation reserves or unrealised profits of our
Company or bonus shares issued against Equity Shares, which are otherwise ineligible for
computation of Minimum Promoters’ contribution;
(ii) The Minimum Promoters’ Contribution does not include any Equity Shares acquired during the
immediately preceding one year at a price lower than the price at which the Equity Shares are being
offered to the public in the Offer;
(iii) Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company in the preceding one year and hence, no Equity Shares have been
issued in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant
to conversion from a partnership firm or a limited liability partnership firm; and
(iv) The Equity Shares forming part of the Minimum Promoters’ Contribution are not subject to any
pledge.
(v) All the Equity Shares held by our Promoter are held in dematerialized form.
18. Other lock-in requirements:
(i) In addition to the Minimum Promoters’ Contribution locked in for eighteen months from the date of
allotment in the Initial public offer as specified above, the entire Pre-Offer Equity Share capital of our
Company other than Equity Shares offered forming a part of Offer for Sale will be locked-in for a period
of six months from the date of Allotment in the Initial Public Offer.
115(ii) There shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to Anchor Investors from the
date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to Anchor
Investors from the date of Allotment.
(iii) As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the
details of the Equity Shares locked-in are recorded by the relevant Depository.
(iv) Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoter which are
locked-in for a period of six months from the date of Allotment in the initial public offer, may be pledged
only with scheduled commercial banks or public financial institutions or systemically important non-
banking finance company or a housing finance company as collateral security for loans granted by such
banks or public financial institutions, provided that with respect to the Equity Shares locked-in for six
months from the date of Allotment, the pledge of such Equity Shares is one of the terms of the sanction
of such loans. Equity Shares locked-in as Minimum Promoters’ Contribution for eighteen months from
the date of allotment in the initial public offer, can be pledged only if in addition to fulfilling the
aforementioned requirements, such loans have been granted by scheduled commercial banks or public
financial institutions or systemically important non-banking finance company or a housing finance
company for the purpose of financing one or more objects of the Offer. However, the relevant lock-in
period shall continue post the invocation of the pledge referenced above, and the relevant transferee shall
not be eligible to transfer to the Equity Shares till the relevant lock-in period has expired in terms of the
SEBI ICDR Regulations.
(v) In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoter may be
transferred to a member of the Promoter Group or a new promoter or persons in control of our Company,
subject to continuation of lock-in applicable to the transferee for the remaining period and compliance
with provisions of the Takeover Regulations as applicable and such transferee shall not be eligible to
transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired.
(vi) Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other
than our Promoters prior to the Offer and locked-in for a period of six months, may be transferred to any
other person holding Equity Shares which are locked in along with the Equity Shares proposed to be
transferred, subject to the continuance of the lock-in at the hands of the transferee and compliance with
the provisions of the Takeover Regulations.
19. There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
directors, and their relatives have financed the purchase by any other person of securities of our Company
other than in the normal course of the business of the financing entity, during a period of six months preceding
the date of filing of this Draft Red Herring Prospectus.
20. Our Company, our Promoters, our Directors and the BRLMs have not entered into any buy-back arrangements
and/or any other similar arrangements for purchase of the Equity Shares.
21. All Equity Shares issued, transferred or allotted pursuant to the Offer will be fully paid up at the time of
Allotment and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus.
22. None of the BRLMs and their respective associates (determined as per the definition of ‘associate company’
under the Companies Act, 2013 and as defined under the SEBI (Merchant Bankers) Regulations, 1992) hold
any Equity Shares in our Company as on the date of this Draft Red Herring Prospectus. The BRLMs and their
respective associates and affiliates, in their capacity as principal or agents, may engage in transactions with,
and perform services for, our Company, the Promoter Selling Shareholders and their respective group
companies, affiliates or associates or third parties in the ordinary course of business and have engaged, or
may in the future engage, in commercial banking and investment banking transactions with our Company,
the Promoter Selling Shareholders and their respective affiliates or associates or third parties, for which they
have received, and may in the future receive, compensation.
23. None of the shareholders of our Company are directly or indirectly related to the BRLMs and their respective
associates.
11624. As on the date of this Draft Red Herring Prospectus, except Mr. Hasmukhbhai Meghjibhai Viradiya, Mr.
Vallabhbhai Meghjibhai Viradiya, Mr. Vaibhav Vallabhbhai Viradiya and Mrs. Manishaben Viradiya, whose
shareholding are specified in section titled “Equity Shareholding of our Promoters and Promoter Group”,
none of our other Directors and Key Management Personnel or Senior Management hold any Equity Shares
of our Company. For details, see “Our Management – Shareholding of Directors in our Company” and “Our
Management - Shareholding of the Key Managerial Personnel and Senior Management” on pages 272 and
285 respectively.
25. Our Company shall not make any further Offer of Equity Shares and/or any securities convertible into or
exchangeable for Equity Shares, whether by way of issue of bonus shares, preferential allotment, rights issue
or in any other manner, during the period commencing from filing of this Draft Red Herring Prospectus with
SEBI until the Equity Shares being offered under the Offer, have been listed on the Stock Exchanges pursuant
to the Offer or all application monies have been refunded, or the application moneys are unblocked in the
ASBA Accounts on account of non-listing, under-subscription etc., as the case may be.
26. There are no outstanding warrants, options or rights to convert debentures, loans or other convertible
securities or any other right granted by the Company which would entitle any person an option to receive
Equity Shares, as on the date of this Draft Red Herring Prospectus.
27. Our Company shall ensure that any transaction in the Equity Shares by our Promoters and our Promoter
Group during the period between the date of filing this Draft Red Herring Prospectus and the date of closure
of the Offer shall be reported to the Stock Exchanges within 24 hours of such transaction.
28. No person connected with the Offer, including but not limited to the BRLMs, the members of the Syndicate,
our Company, our Subsidiary, our Directors, our Promoters or the members of the Promoter Group and our
Group Companies, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or
kind or services or otherwise to any Bidder for making a Bid in the Offer, except for fees or commission for
services rendered in relation to the Offer.
29. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless
otherwise permitted by law and there are no SR Equity Shares.
30. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.
31. The BRLMs, and any person related to the BRLMs cannot apply in the Offer under the Anchor Investor
Portion, except for Mutual Funds sponsored by entities which are associates of the BRLMs, or insurance
companies promoted by entities which are associates of the BRLMs, or Alternative Investment Funds
(“AIFs”) sponsored by entities which are associates of the BRLMs, or an FPIs (other than individuals,
corporate bodies and family offices) which are associates of the BRLMs or pension funds registered with the
Pension Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the
Pension Fund Regulatory and Development Authority Act, 2013 sponsored by entities which are associates
of the BRLMs. Any person who is related to the Promoters and members of Promoter Group shall also not
apply under the Anchor Investor Portion.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
117OBJECTS OF THE OFFER
This Offer comprises of Fresh Issue of up to 12,50,000 Equity Shares of face value of ₹ 10/- each, aggregating to
₹ [●] lakhs by our Company and an Offer for Sale of up to 25,60,000 Equity Shares of face value of ₹ 10/- each
aggregating to ₹ [●] Lakhs by the Selling Shareholders, subject to finalisation of Basis of Allotment. See
“Summary of the Offer Document” and “The Offer” on pages 26 and 82, respectively.
OFFER FOR SALE
Each of the Selling Shareholders will be entitled to its respective portion of the proceeds of the Offer for Sale after
deducting their respective portion of the Offer expenses and relevant taxes thereon. Our Company will not receive
any proceeds from the Offer for Sale by the Selling Shareholders and the proceeds from the Offer for Sale will
not form part of the Net Proceeds of the Fresh Issue. All expenses in relation to the Offer, other than the listing
fees (which shall be borne by our Company), shall be shared among our Company and the Selling Shareholders
on a prorata basis, in proportion to the Equity Shares Allotted by our Company in the Fresh Issue and the respective
portion of the Offered Shares sold by each Selling Shareholder in the Offer for Sale, in accordance with applicable
law. For further details, see “Offer expenses” on page 131.
For details on the authorisation of the Selling Shareholders in relation to the Offered Shares, see “Other Regulatory
and Statutory Disclosures – Authority for the Offer” on page 449.
THE FRESH ISSUE
Our Company proposes to utilise the Net Proceeds from the Fresh Issue towards funding the following objects:
1. Funding of incremental working capital requirements of the Company;
2. Pre-payment or re-payment, in full or in part, of all or a portion of certain outstanding borrowings availed
by our Company; and
3. General corporate purposes.
(Collectively, referred to herein as the “Objects of the Offer”)
The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of
Association, enable our Company to undertake our existing business activities and the activities for which funds
are being raised by us through the Offer. In addition, our Company expects to receive the benefits of listing of
Equity Shares bearing face value of ₹ 10/- each on the stock exchanges including enhancing our visibility and our
brand image among our existing and potential customers and creating a public market for our Equity Shares
bearing face value of ₹ 10 each.
NET PROCEEDS
After deducting the Offer related expenses from the Gross Proceeds, we estimate the net proceeds of the Fresh
Issue to be ₹ [●] Lakhs (“Net Proceeds”). The details of the proceeds from the Fresh Issue are summarized in the
following table:
(₹ in Lakhs)
Particulars Estimated Amount
Gross Proceeds from the Fresh Issue (1) [●]
Less: Offer related expenses to be borne by our Company in relation to the
[●]
Fresh Issue (2)
Net Proceeds from the Fresh Issue (2) [●]
(1) Subject to the finalization of the Basis of Allotment.
(2) To be determined after finalization of the Offer Price and updated in the Prospectus prior to filing with the
RoC.
118UTILIZATION OF NET PROCEEDS
The Net Proceeds are proposed to be utilized in accordance with the details provided in the table below:
Particulars Amount (₹ in lakhs)
Funding of incremental working capital requirements of the Company 5,500.00
Pre-payment or re-payment, in full or in part, of all or a portion of certain outstanding
1,600.00
borrowings availed by our Company
General corporate purposes (1) [●]
Net Proceeds from the Fresh Issue(1) [●]
(1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the
RoC. The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds from
the Fresh Issue.
PROPOSED SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF THE NET PROCEEDS
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of
implementation and deployment of funds as set forth below:
(₹ in lakhs)
Estimated Estimated deployment of Net Proceeds in
Particulars utilization from
FY 2026 FY 2027
Net Proceeds
Funding of incremental working capital
5,500.00 3,000.0 2,500.0
requirements of the Company
Pre-payment or re-payment, in full or in
part, of all or a portion of certain
1,600.00 1,600.00 -
outstanding borrowings availed by our
Company
General corporate purposes (1) (2) [●] [●] [●]
Net proceeds from the Fresh Issue (1) [●] [●] [●]
(1) To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with the
RoC.
(2) The amount to be utilized for general corporate purposes shall not exceed 25% of the Gross Proceeds.
The aforesaid fund requirements, deployment of funds and the intended use of the Net Proceeds from the Fresh
Issue, as described in this Draft Red Herring Prospectus, are approved by our board pursuant to its resolution
dated September 20, 2025 and are based on our current business plan, management estimates, prevailing market
conditions, current circumstances of our business and other commercial considerations, which are subject to
change and may not be within the control of our management. However, such fund requirements and deployment
of funds have not been appraised by any external agency or any bank or financial institution or any other
independent agency. See “Risk Factors - 32 – Our funding requirements and the proposed deployment of the Net
Proceeds are based on management estimates and have not been independently appraised, and we may not be
able to achieve the Objects of the Issue within the expected time frame or at all” on page 60.
Our historical expenditure may not be reflective of our future expenditure plans. We may have to revise our
funding requirements and deployment, as required, on account of a variety of factors such as our financial and
market condition, our business and growth strategies, competitive landscape, general factors affecting our results
of operations, financial condition and access to capital and other external factors such as changes in the business
environment or regulatory climate and interest or exchange rate fluctuations, which may not be within the control
of our management. This may entail rescheduling or revising the proposed utilisation of the Net Proceeds and
changing the allocation of funds from its planned allocation at the discretion of our management, subject to
compliance with applicable laws.
Further, in the event, the Net Proceeds are not utilized (in full or in part) for the objects of the Offer during the
period stated above due to any reason, including (i) the timing of completion of the Offer; (ii) market conditions
119outside the control of our Company; (iii) any other economic, business and commercial considerations, the
remaining Net Proceeds shall be utilized in next fiscal year in accordance with applicable laws. This may also
entail rescheduling or revising the planned expenditure and funding requirements, including the expenditure for a
particular purpose at the discretion of our management, subject to compliance with applicable laws. Also,
management has discretion in how it may use a portion of the Net Proceeds of the Fresh Issue.
Subject to applicable law, if the actual utilisation towards any of the Objects is lower than the proposed
deployment, such balance will be used for funding other existing Objects, if necessary and/or towards general
corporate purposes to the extent that the total amount to be utilized towards general corporate purposes will not
exceed 25% of the Gross Proceeds in accordance with Regulation 7(2) of the SEBI ICDR Regulations. Further,
our Company may decide to accelerate the estimated Objects ahead of the schedule specified above.
Subject to applicable law, in case of a shortfall in raising requisite capital from the Net Proceeds or an increase in
the total estimated cost of the Objects, business considerations may require us to explore a range of options
including utilising our internal accruals and seeking additional equity or debt arrangement from existing and future
lenders. We believe that such alternate arrangements would be available to fund any such shortfalls. Further, in
case of variations in the actual utilisation 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 the Offer. To the extent our Company is unable to utilise any portion
of the Net Proceeds towards the aforementioned Objects as per the estimated scheduled of deployment specified
above, our Company shall deploy the Net Proceeds in subsequent Fiscal towards the aforementioned Objects.
DETAILS OF THE OBJECTS OF THE OFFER
1. Funding of incremental working capital requirements of the Company
We are a manufacturing company with a primary focus on container manufacturing, operating through our
manufacturing facility located at Bhavnagar, Gujarat.
Under the “Make in India” initiative, the government aims to promote domestic container manufacturing, with a
dedicated production cluster established in Bhavnagar, Gujarat (Source: ICRA Report). In line with this, our
Company was incorporated in 2021. Our Company’s manufacturing facility at Bhavnagar is spread over 59,115.09
sq. mt. of land area and the manufacturing facility is capable of manufacturing up to 15,000 containers annually,
reflecting our strong operational capabilities. Our Company has cumulatively produced 13,101 containers (basis
job work & direct orders) since incorporation up to March 31, 2025 and as of August 31, 2025, our Company has
an order book of 802 containers in hand valuing approximately ₹ 2834.27 lakhs.
While our Company was initially established with a view to build an independent manufacturing business, being
a newly established company, our Company was not in a position to meet certain tender eligibility requirements.
Accordingly, in view of the requirements of specific tenders and contracts, our then group company (now wholly
owned Subsidiary Aawadkrupa Plastomech Private Limited supported us by submitting tenders under its name
and subsequently engaging us on a job work basis, thereby enabling us to commence operations. As a result, a
major portion of our Company’s revenue till Fiscal 2025 is derived from job work. From Fiscal 2025, our
Company has started bidding directly in the tenders for the manufacturing & sale of Containers.
As per the ICRA Report, the global shipping container market reached a value of US$ 20.1 billion in CY2024,
having grown at a CAGR of 0.6% during CY2019–CY2024. Looking ahead, the market is projected to expand at
a significantly higher CAGR of 6.8% during CY2025–CY2033, reaching an estimated value of US$ 37.4 billion
by CY2033. This growth is underpinned by structural factors such as the rising adoption of alternative fuels and
energy-efficient shipping technologies, and continuous investment in port and logistics infrastructure across
developing and developed economies.
India, too, is witnessing a strong uptick in container demand. The Indian shipping container market reached a
120value of US$ 361.6 million in FY2025 and is expected to grow at a CAGR of 9.3% from FY2026 to FY2034,
reaching US$ 881.5 million by FY2034. The market has benefitted from the Government of India’s increasing
focus on Atmanirbhar Bharat (self-reliant India), infrastructure development, and recent initiatives aimed at
strengthening domestic container manufacturing capacity.
In December 2024, Ocean Network Express (ONE) launched the Indian Ocean Express (IOX) service connecting
India, Sri Lanka, and Pakistan with the North European region. This expanded service network enhances
connectivity and provides transshipment solutions via Colombo, addressing the needs of East Indian and
Bangladeshi exporters. Additionally, the Government of India announced the establishment of Bharat Container
Line, a dedicated container shipping division under the Shipping Corporation of India (SCI), further underscoring
the policy thrust towards strengthening India’s maritime logistics ecosystem.
(Source: ICRA Report)
The Indian container leasing industry has grown in tandem with the country’s economic expansion, rising trade
volumes, intermodal transport needs, and the surge in e-commerce. According to the ICRA Report, the Indian
container leasing market reached a value of USD 215.8 million in FY2025, having grown at a CAGR of 8.7%
from FY2020. It is projected to grow at a CAGR of 10.7% between FY2025 and FY2034, reaching USD 591.0
million by FY2034. This growth is driven by factors including infrastructure development (such as inland
container depots, logistics parks, and port upgrades), increased containerized trade, and adoption of digital
platforms for leasing and tracking.
In addition to our core manufacturing operations, we have recently diversified into container leasing services in
Fiscal 2026, offering flexible leasing options designed to meet the diverse requirements of clients. Our Company
has cumulatively produced 13,101 containers (basis job work & direct orders) since incorporation up to March
31, 2025 and as of August 31, 2025, our Company has an order book of 802 containers in hand valuing
approximately ₹ 2834.27 lakhs.
Order book details as of August 31, 2025 are indicated below:
(₹ in Lakhs)
Actual Delivered % of
Work Order
till 31 August 2025 completion
Sr. Work Order
Description of Work Order Billing (Rs.
No. Quantity Amount (Rs. Qty Actual
In Lakhs)
In Lakhs)
1 40 ft Coil container 45 330.12 0 0 0
2 20 High Cube 3 door access container 180 565.38 64 201.02 35.56%
3 20 High Cube 3 door access container 350 1,032.18 10 29.49 2.86%
4 Domestic Containers - 40 ft High Cube 300 1,125.00 0 0 0
5 Panel (Insulated) Container 1 12.1 0 0 0
Total 876 3,064.78 74 230.51
As certified by Sanjeev Shriram Verma & Co., Chartered Accountant pursuant to their certificate dated September
24, 2025
In recent years, the business of our Company has grown substantially. Our Company has achieved revenue from
operations of ₹6,902.56 lakhs in Fiscal 2025 as compared to ₹ 452.84 lakhs in Fiscal 2023, representing a CAGR
of 290.43%.
In addition to our manufacturing activity, our Company has diversified into the container leasing business in Fiscal
2026. Leasing provides customers with a cost-effective and flexible solution to access containers without large
upfront capital expenditure. This business line is expected to generate a recurring and stable revenue stream while
complementing our container manufacturing and maintenance capabilities.
121The Company’s business is working capital intensive, and we fund the majority of our working capital
requirements in the ordinary course of our business from our internal accruals. We are continuously expanding
our business and planning to further increase the size of the Order Book. In order to support our growing business
requirements, our Company will require incremental working capital over Fiscal 2026 and 2027.
While the Company funds its working capital requirements in the ordinary course of business through internal
accruals, the Company requires additional working capital to support operations and future growth initiatives. The
Company requires additional working capital for funding its incremental working capital requirements in the
Fiscal Years ended March 31, 2026, and March 31, 2027. We propose to utilise ₹3,000.00 lakhs and ₹2,500.00
lakhs (aggregating to ₹ 5,500.00 lakhs) from the Net Proceeds to fund the working capital for meeting business
requirements of the Company in Fiscal Years 2026 and 2027 respectively. The working capital requirements are
dependent on multiple factors such as trade receivables from our customers, which represent payments expected
for goods and services rendered, inventories on account of business operations requirements, and other current
assets (consisting of advance to supplier and balance with government authorities.
Existing and Projected Working Capital Utilisation
The table below reflects the incremental working capital requirements arising from the operational and strategic
changes outlined above:
The details of the Company’s existing working capital as at March 31, 2023, March 31, 2024, March 31, 2025,
and the source of funding, on the basis of Restated Financial information of our Company, as certified by our
Auditors, through their certificate dated September 25, 2025 are provided in the table below:
As at As at As at
March 31, % of Gross March 31, % of Gross March 31, % of Gross
Particulars 2023 Working 2024 Working 2025 Working
(Restated) Capital (Restated) Capital (Restated) Capital
(₹ in lakhs) (₹ in lakhs) (₹ in lakhs)
Current Assets
Inventories- Raw
- - - - 462.68 36.24%
Material
Inventories-
- - - - 116.35 9.11%
Finished Goods
Trade
209.90 66.72% 156.91 45.31% 358.20 28.06%
Receivables
Other Current
100.17 31.84% 109.28 31.56% 232.37 18.20%
Assets
Cash and Cash
4.52 1.44% 80.08 23.13% 107.13 8.39%
Equivalents (C)
Total (A) 314.59 100.00% 346.27 100.00% 1,276.73 100.00%
Current
Liabilities
without Short
Term Borrowings
Trade Payables 15.97 5.08% 76.82 22.19% 61.42 4.81%
Other Current
0.43 0.14% 7.49 2.16% 328.51 25.73%
Liabilities
Total (B) 16.40 5.22% 84.31 24.35% 389.93 30.54%
122As at As at As at
March 31, % of Gross March 31, % of Gross March 31, % of Gross
Particulars 2023 Working 2024 Working 2025 Working
(Restated) Capital (Restated) Capital (Restated) Capital
(₹ in lakhs) (₹ in lakhs) (₹ in lakhs)
Net Working
Capital (A)-(B)- 293.67 93.35% 181.88 52.53% 779.67 61.07%
(C)
Funding pattern:
Internal Accruals 293.67 93.35% 181.88 52.53% 779.67 61.07%
Short term
- - - - - -
borrowings
Note: Gross Working Capital means total current assets
Basis of estimation of working capital requirement
On the basis of existing and projected working capital requirement of our Company, and key assumptions for such
working capital requirements, which are mentioned below, our Board pursuant to its resolution dated September
20, 2025, has approved the projected working capital requirements for financial years 2026 and 2027, and the
proposed funding of such working capital requirements as set forth in the table below:
(₹ in lakhs, unless otherwise specified)
As at March 31, As at March 31,
% of Gross % of Gross
Particulars 2026 2027
Working Capital Working Capital
(Projected) (Projected)
Current Assets
Inventories- Raw
2,684.93 29.61% 3,912.33 40.30%
Material
Inventories-
1,452.05 16.01% 2,708.58 27.90%
Finished Goods
Trade Receivables 1,248.29 13.77% 2,068.15 21.30%
Other Current
416.10 4.59% 689.38 7.10%
Assets
Cash and Cash
3,265.66 36.02% 328.93 3.39%
Equivalents (C)
Total (A) 9,067.03 100.00% 9,707.37 100.00%
Current
Liabilities
without Short
Term Borrowings
Trade Payables 645.36 7.12% 1,083.43 11.16%
Other Current
624.14 6.88% 1,034.08 10.65%
Liabilities
Total (B) 1,269.50 14.00% 2,117.51 21.81%
Net Working
Capital (A)-(B)- 4,531.87 49.98% 7,260.93 74.80%
(C)
Funding pattern:
123As at March 31, As at March 31,
% of Gross % of Gross
Particulars 2026 2027
Working Capital Working Capital
(Projected) (Projected)
Internal Accruals 1,531.87 16.89% 4,760.93 49.04%
Usage from Net
3,000.00 33.09% 2,500.00 25.75%
Proceeds
Total 4,531.87 49.98% 7,260.93 74.80%
Note: Gross Working Capital means total current assets
Our Company proposes to utilize ₹ 5,500.00 lakhs from the Net Proceeds towards funding our incremental
working capital requirements in the manner set out above.
Rationale for Increase in Working Capital
Our Company’s operations are inherently working capital intensive, primarily due to the manufacturing of
shipping and specialised container. The increase in demand for domestically manufactured containers under the
Government of India’s Make in India initiative, along with planned diversification into direct sales and leasing,
has resulted in higher working capital requirements.
Key Assumptions, Proposals and Justifications
Strategic Shift in Sales and Leasing Execution
With the transition from job-work–driven operations to direct container manufacturing, sales, and leasing, our
Company has realigned its business model. This includes direct participation in government tenders, extension of
customer credit terms, and onboarding of leasing clients, who typically require staggered payment schedules.
Following are the reasons for the increase in working capital requirements:
Proposed Purchase Terms
Procurement Terms and
Proposed Approach Impact on Working Capital
Component
Procured largely on advance or short- Requires higher upfront funding,
Steel & Allied Materials term credit terms to secure competitive increasing working capital
pricing and ensure uninterrupted supply requirement
Placed with key suppliers, requiring Adds to working capital requirement
Larger Order Volumes
upfront commitments due to prepayment obligations
Reliance on internal accruals and
Limited credit expected to be taken
Supplier Credit Offer proceeds to fund procurement
from suppliers
cycles
Incremental working capital is required to:
Purpose Description
Support incremental inventory levels of raw materials and finished containers in
Inventory
line with the order book.
Extending credit to customers, particularly in the container leasing and export
Receivables
markets, where longer receivable cycles are customary.
The operational liquidity is required to be maintained in order to place the order
Advance Payment to
with the suppliers for the steel required for the manufacturing of the container as
Suppliers
the same is required to be placed in bulk quantity.
124Purpose Description
Distribution & Leasing To establish a broader distribution and leasing network across India and selected
Network export markets.
New leasing contracts with deferred or staggered rentals require financing until
Leasing Contracts
rental inflows are realized.
The combination of longer receivable cycles, maintenance of adequate finished goods inventory to meet just-in-
time supply commitments, and limited supplier credit has collectively led to higher working capital requirements.
Our Company proposes to finance these requirements through internal accruals and proceeds from the Offer.
Assumption of Holding period:
The table hereunder contains the details of the holding period (with days rounded to the nearest number) and
justifications for holding period levels for Fiscal Years 2023, 2024 and 2025, the projections for Fiscal Years 2026
and 2027and the assumptions based on which the working capital projections have been made and approved by
our Board of Directors on September 20, 2025:
As at As at As at As at As at
March 31, March 31, March 31, March 31, March 31,
Particulars
2023^ 2024^ 2025^ 2026^ 2027^
Restated Restated Restated Projected Projected
Current Assets
Raw Material Inventory days - - 107 70 68
Finished Goods days - - 38 45 50
Trade Receivables days 169 14 19 30 30
Other Current Assets days 81 10 12 10 10
Current Liabilities
Trade Payables days 312 109 20 20 20
Other Current Liabilities days 0 1 17 15 15
Working capital cycle days -62 -86 138 120 123
^ Actual & Estimated Holding days have been rounded off to the nearest whole number.
Notes:
1. Raw Material Inventory days are calculated as (Closing raw material inventory/ Purchases)*365
2. Finished Goods Inventory days are calculated as (Closing finished goods inventory/ Cost of material
consumed)*365
3. Trade receivable days are calculated as (Trade receivables/ Revenue from operations)*365
4. Other current assets days are calculated as (Other current assets / Revenue from operations)*365
5. Trade payable days are calculated as Trade payables/ (Cost of raw material consumed) *365
6. Other current liability days are calculated as (Other current liabilities/ Revenue from Operations)*365
7. The holding period has been computed over 365 days for each Fiscal.
Justification for “Holding Period” levels derived from our Restated Financial information
Head Particulars
Raw Materials* Raw Material Inventory days is calculated basis assumptions on Purchases. Our
Company maintains inventories of raw materials as required for its business
operations. A major portion of our Company’s revenue till Fiscal 2025 is derived
from job work. Gradually, our Company started manufacturing & sale of
Containers directly to customers as well from Fiscal 2025.
125Head Particulars
From Fiscal 2025, the Company started manufacturing Containers & gradually
recorded raw material inventory days of 107. However, the Company plans to
optimize its inventory management going forward and expects to reduce raw
material inventory days to 70 in Fiscal 2026 and further to 68 in Fiscal 2027.
Finished Goods* Finished Goods Inventory days is basis assumptions on cost of raw materials
consumed. Our Company maintains inventories of finished goods basis
requirement as per its business operations & order book.
A major portion of our Company’s revenue till Fiscal 2025 is derived from job
work. Gradually, our Company started manufacturing & sale of Containers
directly to customers as well from Fiscal 2025.
From Fiscal 2025, the Company started manufacturing Containers and gradually
recorded finished goods inventory of 38 days. For Fiscal 2026 and Fiscal 2027,
the Company has assumed Finished Goods Inventory days of 45 days and 50 days
respectively, broadly in line with Fiscal 2025 and reflecting the expected scale-
up in manufacturing and sales.
Trade Receivables* Trade receivable days are calculated basis revenue from operations.
A major portion of our Company’s revenue till Fiscal 2025 is derived from job
work. Gradually, our Company started manufacturing & sale of Containers
directly to customers as well from Fiscal 2025.
For Fiscal 2024 and Fiscal 2025, our Company has trade receivable of 14 days
and 19 days respectively. The historical trade receivable days except Fiscal 2023
have remained in line between 14-19 days.
Going forward, the Company expects to maintain this efficient cycle and has
accordingly assumed slightly higher trade receivable days of 30 for Fiscal 2026
and Fiscal 2027, considering the anticipated increase in manufacturing and sales
volumes.
Other Current Assets* Other current assets (consisting of advance to suppliers, balance with government
(includes Advances to authorities and interest subsidy receivable) days is derived on the basis revenue
suppliers, balance related from operations.
to government authorities A major portion of our Company’s revenue till Fiscal 2025 is derived from job
and Interest Subsidy work. Gradually, our Company started manufacturing & sale of Containers
receivable) directly to customers as well from Fiscal 2025.
For Fiscal 2023, Fiscal 2024, Fiscal 2025, our Company have other current assets
of 81 days, 10 days and 12 days respectively.
Our Company have assumed other current assets days of 10 days for Fiscal 2026
and Fiscal 2027in line with the other current assets days for Fiscal 2025.
Trade Payables* Trade payable days is derived on the basis of cost of raw materials consumed
during the period.
A major portion of our Company’s revenue till Fiscal 2025 is derived from job
work. Gradually, our Company started manufacturing & sale of Containers
directly to customers as well from Fiscal 2025.
For Fiscal 2023, Fiscal 2024, and Fiscal 2025, our Company has trade payable
days of 312 days, 109 days and 20 days respectively.
Our Company have assumed trade payables of 20 days for Fiscal 2026 and Fiscal
2027, broadly in line with trade payable days for Fiscal 2025.
Other Current Liabilities Other current liabilities ((Includes statutory dues payable, advance from
days* customers and liability for advance mobilisation) days is derived basis the
(Includes statutory dues revenue from operations.
payable, advance from A major portion of our Company’s revenue till Fiscal 2025 is derived from job
customers and liability for work. Gradually, our Company started manufacturing & sale of Containers
advance mobilisation) directly to customers as well from Fiscal 2025.
126Head Particulars
For Fiscal 2025, our Company have other current liabilities of 17 days. Our
Company expects maintaining other current liabilities at 15 days for Fiscal 2026
and Fiscal 2027, in line with the other current liabilities days of Fiscal 2025.
*Assuming 365 days in a year.
Apart from above there are other working capital requirements such as Cash and Bank Balance. Details of which
are given below:
Cash and Bank Balance: Cash and bank balances include balances in current account with scheduled banks and
cash in hand.
Pursuant to a certificate dated September 25, 2025, our Statutory Auditors, have certified the working capital
requirements and working capital estimates, respectively, of our Company, as approved by the Board pursuant to
its resolution dated September 20, 2025.
2. Pre-payment or re-payment, in full or in part, of all or a portion of certain outstanding borrowings availed
by our Company
Our Company has entered into borrowing arrangements in the form of Term Loans from Banks. As at August 31,
2025, the total sanctioned amount and the total outstanding borrowings of the term loan facility availed by our
Company was ₹ 2,450.00 lakhs and ₹ 1,827.57 lakhs respectively. For details of these financing arrangements
including indicative terms and conditions, see “Financial Indebtedness” on page 404.
Our Company intends to utilize an estimated amount of up to ₹1,600.00 lakhs from the Net Proceeds towards pre-
payment or re-payment in full or in part of all, or a portion, of the principal amount on term loan availed by our
Company and the accrued interest thereon, the details of which are listed out in the table below. Pursuant to the
terms of the borrowing arrangements, pre-payment of certain indebtedness may attract pre-payment charges as
prescribed by the respective lender. Payment of such pre-payment charges, as applicable, along with interest and
other related costs, shall be funded from the internal accruals or out of the net proceeds of our Company, as may
be decided by the Company.
We may repay or refinance some loans, prior to filing the Red Herring Prospectus. In such a situation, we may
utilize Net Proceeds for part or full repayment of any such additional loan or loans obtained to refinance any of
our existing loans.
Further, given the nature of the borrowings and the terms of pre-payment or re-payment, the aggregate outstanding
amounts under the borrowings availed by our Company, may vary from time to time and our Company in
accordance with the relevant repayment schedule, may pre-pay/re-pay or refinance its existing borrowings from
one or more financial institutions in the ordinary course of business, prior to filing of the Red Herring Prospectus.
Further, the amounts outstanding under the borrowings as well as the sanctioned limits are dependent on several
factors and may vary with the business cycle of our Company with multiple intermediate re-payments, drawdowns
and enhancement of sanctioned limits. Additionally, owing to the nature of our business, our Company may avail
additional facilities, re-pay certain instalments of our borrowings and/ or draw down further funds under existing
borrowing facilities, from time to time, after the filing of this Draft Red Herring Prospectus. We may choose to
repay or pre-pay any of such certain borrowings availed by us from the Net Proceeds, other than those identified
in the table below, which may include additional borrowings we may avail after the filing of this Draft Red Herring
Prospectus. In light of the above, at the time of filing the Red Herring Prospectus, the table below shall be suitably
updated to reflect the revised amounts or loans as the case may be which have been availed by us. However, the
aggregate amount to be utilised from the Net Proceeds towards prepayment, repayment or redemption of
borrowings (including refinanced or additional facilities availed, if any), in part or full, will not exceed ₹ 1600.00
lakhs. In the event our Board deems appropriate, the amount allocated for estimated schedule of deployment of
127Net Proceeds in Fiscal 2027 may be repaid/ pre-paid in part or full by us in the subsequent fiscal(s).
The selection of borrowings proposed to be repaid/ prepaid by us amongst our borrowing arrangements shall be
based on various factors including (i) any conditions attached to the borrowings restricting our ability to prepay
the borrowings and time taken to fulfil such requirements; (ii) levy of any prepayment penalties and the quantum
thereof; (iii) other commercial considerations including, among others, the interest rate on the loan facility, the
amount of the loan outstanding and the remaining tenor of the loan; (iv) receipt of consents for prepayment or
waiver from any conditions attached to such prepayment from our lenders; (v) cost of the borrowing, including
applicable interest rates and its nature and/or repayment schedule of borrowings and (vi) provisions of any law,
rules, regulations governing such borrowings. We will approach the relevant lenders after completion of this Offer
for repayment/prepayment of the borrowings.
Our Company has obtained a consent letter in the form of a No Objection Certificate (“NOC”) from its lender,
HDFC Bank Limited, a scheduled commercial bank, for the proposed IPO of our Company. The details are as
follows:
S. No. Name of the Lender Date of Consent
1. HDFC Bank Limited June 12, 2025
The details of our non-current borrowings and current borrowings as at March 31, 2025, March 31, 2024 and
March 31, 2023 and interest accrued for last three fiscals are set forth below:
(₹ in lakhs)
As at and for the year As at and for the year As at and for the year
Particulars
ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Non-current borrowings 1,583.28 1,730.12 429.28
Current borrowings (including
current maturities of 394.74 304.75 99.44
noncurrent borrowings)
Total 1,978.02 2,034.87 528.72
We believe that the repayment or prepayment of certain borrowings will help reduce our outstanding indebtedness
and our debt-equity ratio and enable utilization of our internal accruals for further investment in business growth.
We may avail further loans after the date of this Draft Red Herring Prospectus and/ or draw down further funds
under existing loans. In addition, we believe that repayment/prepayment of the loans will add to the profitability
of our Company due to reduced finance cost. We also believe that the strength of our balance sheet and our
leverage capacity will further improve, which shall enable us to raise further capital in the future at competitive
rates to fund potential business development opportunities and plans to grow and expand our business in the
coming years. For details in relation to the credit ratings of our Company, see “Risk Factors -52 – A downgrade
in sovereign credit rating of India and other jurisdictions we operate in may affect the trading price of the Equity
Shares.” on page 69.
The following table sets forth details of borrowing availed by our Company, which were outstanding as on August
31, 2025, which are proposed to be pre-paid/ re-paid, all or in part, from the Net Proceeds:
128The details of borrowings proposed to be repaid are given as under:
Total Total Purpose for which
Outstanding amount Pre- Purpose for disbursed loan
S. Name of Sanctioned Nature Rate of Sanctioned
amount as on proposed Validity Payment which loan amount was
No. Lender Date of Loan Interest amount
August 31, to be Penalty was availed sanctioned and
2025 repaid utilized
HDFC Term Purchase of Loan is utilized for
60 4% of the
1 Bank 01.11.2022 Loan - 8.53% 550.00 278.26 220.00 Plant and the purpose it was
Months amount.
Limited. Secured Machinery availed
HDFC Term Purchase of Loan is utilized for
84 4% of the
2 Bank 06.11.2023 Loan - 8.53% 1,650.00 1,341.53 1,200.00 Plant and the purpose it was
Months amount.
Limited. Secured Machinery availed
HDFC Term Purchase of Loan is utilized for
60 4% of the
3 Bank 06.11.2023 Loan - 8.55% 250.00 207.78 180.00 Plant and the purpose it was
Months amount.
Limited. Secured Machinery availed
Total 2,450.00 1,827.57 1,600.00
As certified by J. Vasania & Associates, Chartered Accountants, pursuant to their certificate dated September 20, 2025
For details of security provided for the abovementioned borrowings availed by our Company, see “Financial Indebtedness” on page 404.
There has neither been any delays or defaults by us in relation to the above-mentioned borrowings intended to be repaid/prepaid using the Net Proceeds nor there has been any
rescheduling/restructuring of such borrowings.
1293. General Corporate Purpose
Our Company intends to deploy ₹ [●] lakhs of the Net Proceeds from the Fresh Issue towards general corporate
purposes as approved by our board, from time to time, subject to such utilization for general corporate purposes
not exceeding 25% of the gross proceeds from the Fresh Issue, in accordance with the SEBI ICDR Regulations.
The general corporate purposes for which our Company proposes to utilise the Net Proceeds include, without
limitation, meeting ongoing general corporate contingencies, funding growth opportunities, including funding
strategic initiatives, strengthening marketing capabilities, capital expenditure and any other purpose, as may be
approved by our Board or a duly constituted committee thereof from time to time, subject to compliance with
applicable law, including provisions of the Companies Act. In the event our Company is unable to utilise the Net
Proceeds towards any of the objects of the Offer for any of the reasons as aforementioned, our Company may
utilise such Net Proceeds towards general corporate purposes, provided that the aggregate amount deployed
towards general corporate purposes shall not exceed 25% of the Gross Proceeds.
The quantum of utilisation of funds towards each of the above purposes will be determined by our Board or a duly
constituted committee thereof from time to time, subject to compliance with applicable law and based on the
amount available under this head and the business requirements of our Company, from time to time. Our
Company’s management shall have flexibility in utilising surplus amounts, if any. In the event that we are unable
to utilise the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilise
such unutilised amount(s) in the subsequent Fiscals.
MEANS OF FINANCE
The fund requirements for the Objects are proposed to be met from the Net Proceeds and our internal accruals.
Accordingly, we confirm that there is no requirement to make firm arrangements of finance through verifiable
means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh
Issue and identifiable internal accruals as required under Regulation 7(1)(e) the SEBI ICDR Regulations.
APPRAISING AGENCY
None of the objects of the Offer for which the Net Proceeds will be utilized have been appraised by any external
agency or any bank/financial institution
OFFER RELATED EXPENSES
The total expenses of the Offer are estimated to be approximately ₹[●] lakhs. The expenses of this Offer include,
among others, listing fees, underwriting commission, selling commission and brokerage, fees payable to the
BRLMs, fees payable to legal counsels, fees payable to the Registrar to the Offer, Bankers to the Offer, processing
fee to the SCSBs for processing application forms, brokerage and selling commission payable to Members of the
Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising and marketing
expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.
Other than (a) listing fees, stamp duty payable on issue of Equity Shares pursuant to Fresh Issue, audit fees of
statutory auditors (to the extent not attributable to the Offer) and expenses in relation to product or corporate
advertisements consistent with past practice of our Company which will be borne by our Company; and (b) fees
and expenses in relation to the legal counsel appointed by the respective Selling Shareholders which shall be borne
by the respective Selling Shareholders, each of our Company and the Selling Shareholders have agreed that all
costs, charges, fees and expenses associated with and incurred directly with respect to the Offer will be shared
among our Company and the Selling Shareholders, on a pro rata basis, in proportion to the number of Equity
Shares (i) issued and Allotted by our Company through the Fresh Issue and (ii) sold by each of the Selling
Shareholders through the Offer for Sale, in accordance with Applicable Law. For avoidance of doubt, it is clarified
that in the event the Selling Shareholders do not sell and/ or fully withdraws from the Offer or abandon the Offer,
130at any stage, prior to completion of the Offer, consequently them not being a party to the Offer Agreement, they
shall not be liable to pay and/ or reimburse our Company for any cost, charges, fees and expenses associated with
and incurred in connection with the Offer (including BRLMs fee and expenses). All such payments shall be made
by our Company on behalf of the Selling Shareholders and, each of the Selling Shareholders agree that it shall
reimburse our Company, on a pro rata basis, in proportion to its respective portion of the Offered Shares that are
sold in the Offer, for any documented expenses incurred by our Company on behalf of such Selling Shareholder,
subject to receipt of supporting documents for such expenses upon the successful completion of the Offer. It is
further clarified that all payments shall be made first by our Company and consequently each of the Selling
Shareholders severally and not jointly shall reimburse our Company for its respective proportion of Offer related
expenses upon the success of the Offer. In the event that the Offer is postponed or withdrawn or abandoned for
any reason or in the event the Offer is not successfully completed, all expenses in relation to the Offer including
the fees of the Book Running Lead Managers, and their respective reimbursement for expenses which may have
accrued up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective
engagement letters, shall be borne and paid by our Company and each of the Selling Shareholders, on a pro rata
basis, in proportion to the number of Equity Shares proposed to be issued and Allotted by our Company through
the Fresh Issue and the respective portion of the Offered Shares proposed to be transferred by each of the Selling
Shareholders in the Offer for Sale.
The estimated Offer expenses are as follows:
Estimated As a % of total As a % of the
Particulars Expenses estimated Offer total Offer
(₹ in lakhs) related expenses Size
Fees payable to the BRLMs including
underwriting commission, brokerage and selling [●] [●] [●]
commission, as applicable
Commission and processing fees for SCSBs (1)(2)
Bankers to the Offer and Bidding Charges for
[●] [●] [●]
Members of the Syndicate, Registered Brokers,
RTAs and CDPs(3)(4)
Fees payable to the Registrar to the Offer [●] [●] [●]
Other expenses:
(i) Listing fees, SEBI and Stock Exchange filing
fees, book building software fees, NSDL and [●] [●] [●]
CDSL fee and other regulatory expenses
(ii) Printing and stationery expenses [●] [●] [●]
(iii) Fees payable to legal counsels, Statutory
Auditors$, practicing company secretary, industry [●] [●] [●]
service provider@ and others
(iv) Advertising and marketing expenses for the
[●] [●] [●]
Offer
(v) Fees payable to the legal counsels to the Offer [●] [●] [●]
(vi) Miscellaneous [●] [●] [●]
Total Estimated Offer Expenses [●] [●] [●]
@ For preparation of the Industry Report commissioned and paid for by our Company, exclusively for the purpose
of the Offer.
$ For audit of the Restated Financial Statements and issuance of certifications in connection with and for the
purpose of the Offer.
To be incorporated in the Prospectus after finalization of the Offer Price. Offer expenses are estimates and are
subject to change. Offer expenses include goods and services tax, where applicable.
131(1) Selling commission payable to the SCSBs on the portion for QIBs, RIBs and Non-Institutional Bidders which are
directly procured and uploaded by the SCSBs, would be as follows:
Portion for QIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured
in the Bid Book of BSE or NSE.
No processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them.
Processing fees payable to the SCSBs on the portion for QIBs, RIB and Non-Institutional Bidders (excluding UPI
Bids) which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and
submitted to SCSB for blocking, would be as follows:
₹ [●] per valid application (plus applicable
Portion for QIBs, RIB and Non-Institutional Bidders
taxes)
Uploading/Processing fees payable to the SCSBs for capturing Syndicate Member/Sub syndicate (Broker)/Sub-
broker code on the ASBA Form for Non-Institutional Bidders and Qualified Institutional Bidders with bids above
₹ [●] would be ₹ [●] plus applicable taxes, per valid application. In case the total ASBA processing charges
payable to SCSBs exceeds ₹ [●] Lakhs, the amount payable to SCSBs would be proportionately distributed based
on the number of valid applications such that the total ASBA processing charges payable does not exceed ₹ [●]
Lakhs.
(2) Selling commission on the portion for RIBs (up to ₹ [●]) using the UPI mechanism, Non-Institutional Bidders,
QIBs which are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs
or for using 3-in-1 type accounts- linked online trading, demat & company account provided by some of the
brokers which are members of Syndicate (including their Sub-Syndicate Members) would be as follows:
Portion for QIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes)
*Amount allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined:
1. For RIBs & NIBs (up to ₹ 5 lakhs) on the basis of the application form number / series, provided that the
application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA
application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB,
the Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate Member.
2. For NIBs (Bids above ₹ 5 lakhs) and QIBs on the basis of the Syndicate ASBA Form bearing SM Code & Sub-
Syndicate Code of the application form submitted to SCSBs for Blocking of the Fund and uploading on the
Exchanges platform by SCSBs. For clarification, if a Syndicate ASBA application on the application form number
/ series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the
Syndicate / Sub Syndicate members and not the SCSB.
(3) Uploading Charge/processing Charges:
a) payable to members of the Syndicate (including their sub-Syndicate Members), on the applications made using 3-
in-1 accounts, would be: ₹ [●] plus applicable taxes, per valid application bid by the Syndicate member (including
their sub-Syndicate Members), in case the total processing charges payable under this head exceeds ₹[●] Lakhs,
the amount payable would be proportionately distributed based on the number of valid applications such that the
132total processing charges payable does not exceed ₹[●] Lakhs.)
b) Bid Uploading charges payable to the SCSBs on the portion of QIB and Non-Institutional Bidders (excluding UPI
Bids) which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and
submitted to SCSB for blocking and uploading would be: ₹ [●] per valid application (plus applicable taxes). In
case the total processing charges payable under this head exceeds ₹ [●] Lakhs, the amount payable would be
proportionately distributed based on the number of valid applications such that the total processing charges
payable does not exceed ₹ [●] Lakhs.)
c) Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs (up to ₹ [●])
procured through UPI Mechanism and QIBs and Non-Institutional Bidders which are directly procured by the
Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for RIBs* ₹ [●] per valid application (plus applicable taxes)
Portion for QIBs* ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders ₹ [●] per valid application (plus applicable taxes)
*Based on valid applications
In case the total processing charges payable under this head exceeds ₹ [●] Lakhs, the amount payable would be
proportionately distributed based on the number of valid applications such that the total processing charges
payable does not exceed ₹ [●] Lakhs.
(4) Uploading charges/ Processing fees for applications made by RIBs (up to ₹ 200,000) and Non-Institutional
Bidders (for an amount more than ₹ 200,000 and up to ₹ 500,000) using the UPI Mechanism would be as under:
Members of the Syndicate / RTAs / ₹ [●] per valid application (plus applicable taxes)
CDPs (Uploading charges)
Sponsor Bank (Processing fee) ₹ [●] per valid application (plus applicable taxes)
The Sponsor bank shall be responsible for making payments to the third
parties such as remitter company, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other Applicable Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Bankers to the Offer Agreement.
The total uploading charges / processing fees payable to members of the Syndicate, RTAs, CDPs, Registered
Brokers will be subject to a maximum cap of ₹ [●] Lakhs (plus applicable taxes). In case the total uploading
charges/processing fees payable exceeds ₹ [●] Lakhs, then the amount payable to members of the Syndicate,
RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of valid applications
such that the total uploading charges / processing fees payable does not exceed ₹ [●] Lakhs.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using
the ASBA facility in initial public offerings (opening on or after September 1, 2022) shall be processed only after
application monies are blocked in the company accounts of investors (all categories). Accordingly, Syndicate /
Sub-Syndicate Member shall not be able to Bid Application Form above ₹ 5 lakhs and the same Bid Application
Form need to be submitted to SCSB for blocking of the fund and uploading on the exchange bidding platform. To
identify bids submitted by Syndicate / Sub-Syndicate Member to SCSB a special Bid cum-application Form with
a heading / watermark “Syndicate ASBA” may be used by Syndicate / Sub Syndicate Member along with SM code
& broker code mentioned on the Bid-cum Application Form to be eligible for brokerage on allotment. However,
such special forms, if used for Retail Bids and NIB bids up to ₹ 5 lakhs will not be eligible for brokerage.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular
No: SEBI/HO/CFD/DIL2/CIR/P/2021/570 dated June 2, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
133SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent these have not been rescinded by the
SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (“SEBI RTA Master
Circular”), as applicable only to the RTAs), SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May
30, 2022 and SEBI RTA Master Circular.
The Offer expenses shall be payable in accordance with the arrangements or agreements entered into by our
Company with the respective Designated Intermediary.
INTERIM USE OF FUNDS
Pending utilization for the purposes described above, we undertake to temporarily invest the funds from the Net
Proceeds only with one or more scheduled commercial banks included in the second schedule of the Reserve Bank
of India Act, 1934. In accordance with Section 27 of the Companies Act 2013, our Company confirms that it shall
not use the Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any
investment in the equity markets.
BRIDGE FINANCING FACITLITIES
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
MONITORING OF UTILISATION OF FUNDS
In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with RoC,
our Company will appoint a Monitoring Agency to monitor the utilization of the Gross Proceeds as the proposed
Offer (excluding the Offer for Sale by the Selling Shareholders) exceeds ₹10,000 lakhs. Our Audit Committee
and the Monitoring Agency will monitor the utilisation of the Gross Proceeds (including in relation to the
utilisation of the Gross Proceeds towards general corporate purpose) and the Monitoring Agency shall submit the
report required under Regulation 41(2) of the SEBI ICDR Regulations, on a quarterly basis, until such time as the
Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the Monitoring
Agency on receipt before the Audit Committee without any delay.
Our Company will disclose and continue to disclose, the utilisation of the Gross Proceeds, including interim use
under a separate head in our balance sheet for such Fiscals as required under applicable law, clearly specifying
the purposes for which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds remains
unutilized. Our Company will also, in its balance sheet for the applicable Fiscals, provide details, if any, in relation
to all such Gross Proceeds that have not been utilised, if any, of such currently unutilized Gross Proceeds. Further,
our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various heads, as
applicable, in the notes to our quarterly financial results. Our Company will indicate investments, if any, of
unutilized Gross Proceeds in the balance sheet of our Company for the relevant Fiscals subsequent to receipt of
listing and trading approvals from the Stock Exchanges.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on
a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit
Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our
Company shall prepare a statement of funds utilised for purposes other than those stated in the Red Herring
Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time
as the Gross Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Gross
Proceeds have been utilised in full. The statement shall be certified by the Statutory Auditor of our Company in
accordance with Regulation 32(5) of SEBI Listing Regulations. In accordance with Regulation 32(1) of the SEBI
Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating
(i) deviations, if any, in the actual utilisation of the proceeds of the Gross Proceeds from the Objects as stated
above; and (ii) details of category wise variations in the actual utilisation of the Gross Proceeds from the Objects
as stated above.
134VARIATIONS IN OBJECT
In accordance with Sections 13(8) and 27 of the Companies Act, our Company shall not vary the objects of the
Offer unless our Company is authorized to do so by way of a special resolution of its Shareholders and such
variation will be in accordance with the applicable laws including the Companies Act and the SEBI ICDR
Regulations. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution
shall specify the prescribed details and be published in accordance with the Companies Act. Further, the details,
in respect to such resolution are also required to be published in newspapers, one in English and one in Gujarati,
the regional language of the jurisdiction where our Registered Office is located. Pursuant to Sections 13(8) and
27 of the Companies Act, our Promoters or controlling Shareholders will be required to provide an exit opportunity
to such Shareholders who do not agree to the proposal to vary the objects, subject to the provisions of the
Companies Act and in accordance with such terms and conditions, including in respect of pricing of the Equity
Shares, in accordance with the Companies Act and the SEBI ICDR Regulations.
OTHER CONFIRMATIONS
No part of the Net Proceeds will be paid by us to the Promoters and Promoter Group, the Directors, Key
Management Personnel or Group Companies, except in the normal course of business and in compliance with the
applicable law. Our Company has not entered into nor has planned to enter into any arrangement/ agreements with
our Directors, our Key Managerial Personnel, Senior Management, our Group Companies in relation to the
utilization of the Net Proceeds of the Offer. Further, except in the ordinary course of business, there is no existing
or anticipated interest of such individuals and entities in the Objects of the Offer as set out above.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
135BASIS FOR OFFER PRICE
The Price Band and Offer Price will be determined by our Company, in consultation with the BRLMs, and in
accordance with applicable law, on the basis of assessment of market demand for the Equity Shares offered
through the Book Building Process and on the basis of the quantitative and qualitative factors as described below.
The face value of the Equity Shares is ₹ 10 each and the Offer Price is [●] times the face value at the Floor Price
of the Price Band and [●] times the face value at the Cap Price of the Price Band.
Investors should read the below mentioned information along with the section titled “Risk Factors” and chapters
titled “Restated Financial Information”, “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and “Our Business” beginning on page 39, 300¸ 409 and 206 respectively, of this Draft
Red Herring Prospectus to get a more informed view before making any investment decisions.
I. Qualitative Factors
Some of the qualitative factors which form the basis for computing the Offer Price are set forth below:
• Experienced promoters and professional management with domain knowledge Positioned to capitalize
on high global and domestic demand
• Strategically located manufacturing facility and manufacturing efficiency
• Focus on product advancement and technology integration
For details, please see the section titled “Risk Factors” and “Our Business – Strengths” on page 39 and 212
respectively of this Draft Red Herring Prospectus.
II. Quantitative Factors (Based on Restated Financial Information)
Certain information presented below is derived from our Company’s Restated Financial Information prepared in
accordance with Indian Accounting Standards. For details, see section titled “Restated Financial Information”
and “Other Financial Information” beginning on page 300 and 401 respectively.
Some of the quantitative factors, which form the basis for computing the offer price, are as follows:
1. Basic & Diluted Earnings per Equity Share of face value of ₹ 10 each (EPS):
Financial year ended Basic EPS (In ₹) Diluted EPS (In ₹) Weight
March 31, 2025 26.26 26.26 3
March 31, 2024 13.91 13.91 2
March 31, 2023 3.30 3.30 1
Weighted Average 18.32 18.32
Notes:
1. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS
x Weight) for each year/Total of weights.
2. Basic Earnings per Equity Share (₹) = Net profit after tax of the Company, as restated/ Weighted average
no. of Equity Shares outstanding during the year.
3. Diluted Earnings per Equity Share (₹) = Net Profit after tax of the Company, as restated/ Weighted
average no. of potential Equity Shares outstanding during the year.
4. Earnings per Share calculations are in accordance with the notified Indian Accounting Standard 33
‘Earnings per share’.
5. The figures disclosed above are based on the Restated Financial Information.
1362. Price/Earning (P/E) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:
P/E at Floor Price P/E at Cap
Particulars (number of Price (number
times)* of times)*
Based on basic EPS as per the Restated Financial Statement [●] [●]
for the financial year ended March 31, 2025
Based on diluted EPS as per the Restated Financial Statement [●] [●]
for the financial year ended March 31, 2025
Weighted Average [●] [●]
*to be computed after finalization of price band
Industry Peer Group P/E ratio
Particulars P/E Ratio Name of the Company
Highest 37.46 Jupiter Wagons Limited
Lowest 29.12 Kalyani Cast-Tech Limited
Average 33.29
Note:
1. The highest, lowest and average Industry P/E shown above is based on the industry peer set provided
below under “Comparison of accounting ratios with Listed Industry Peers”.
2. P/E ratio for the listed industry peers has been computed based on the closing market price of equity
shares on Bombay Stock Exchange ("BSE") as on September 19, 2025 divided by the diluted earnings
per share for the year ended March 31, 2025.
3. Return on Net Worth (RoNW):
Financial year ended RoNW (%) Weight
March 31, 2025 59.86% 3
March 31, 2024 79.07% 2
March 31, 2023 45.50% 1
Weighted Average 63.87%
Notes:
1. Return on Net Worth (%) = Profit after tax/ Restated Net worth at the end of the year/ period
2. Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the
profits and securities premium account and debit or credit balance of profit and loss account, after
deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, as per the Restated Financial Information, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation as per Regulation 2
(1)(hh) of the SEBI ICDR Regulations. Capital reserve being reserve created on account of business
acquisition will be excluded from calculation of Net Worth.
3. The weighted average return on Net Worth is a product of return on Net Worth and respective assigned
weight, dividing the resultant by total aggregate weight.
4. The figures disclosed above are based on the Restated Financial Information.
4. Net Asset Value (NAV) per Equity Share of face value of ₹ 10 each:
Particulars Amount (₹)
As on March 31, 2025 43.87
As on March 31, 2024 17.59
As on March 31, 2023 7.25
137Particulars Amount (₹)
After Completion of the Offer
- At the Floor Price* [●]
- At the Cap Price* [●]
Offer Price* [●]
*to be computed after finalization of price band
Notes:
1. NAV per Equity Share = Net worth as per the Restated Financial Statement / weighted average number
of Equity Shares outstanding as of the end of the year/ period.
5. Comparison of accounting ratios with listed industry peers:
We believe following is our peer group which has been determined on the basis of listed public companies
comparable in the similar line of segments in which our Company operates and whose business segment in
part or full may be comparable with that of our business, however, the same may not be exactly comparable
in size or business portfolio on a whole with that of our business.
The following peer group has been determined based on the companies listed on the Stock Exchanges:
Revenue Closing
Face Value EPS EPS Return on NAV per
Name of the from Price as on
per Equity P/E (Basic) (Diluted) Net Worth Equity
Companies Operations September
Share (₹) (₹) (₹) (%) Share (₹)
(₹ lakhs) 19, 2025
APPL
Containers 6,902.56 10 [●] [●] 26.26 26.26 59.86% 43.87
Ltd.*
Jupiter
3,96,327.95 10 340.15 37.46 9.08 9.08 13.81% 65.41
Wagons Ltd.**
Kalyani Cast-
13,922.29 10 578.10 29.12 19.85 19.85 21.92% 89.97
Tech Ltd**
Source:
*All the financial information for the Company has been derived from the Restated Financial Information
as at or for the financial year ended March 31,2025
**All the financial information for listed industry peers mentioned above is on a consolidated basis and is
sourced from the financial statements of the respective company for the year ended March 31, 2025
submitted to the Stock Exchanges.
Notes:
1. Basic EPS and Diluted EPS refer to the Basic EPS and Diluted EPS sourced from the financial statements
of the respective company for the year ended.
2. P/E Ratio has been computed based on the closing market price of equity shares on BSE on September
19, 2025 divided by the Diluted EPS provided under Note 1.
3. For listed peers, RoNW is computed as profit after tax for the year divided by closing net worth. Net
worth has been considered as the total equity attributable to equity holders.
4. Net Asset Value (“NAV”) is computed as the closing net worth divided by the equity shares outstanding
as on March 31, 2025.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”,
“Management Discussion and Analysis of Financial Position and Results of Operations” and “Financial
Information” on pages 39, 206, 409 and 300 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 investment.
138III. Key Performance Indicators (KPIs):
The table below sets forth the details of the key performance indicators (“KPIs”) that our Company
considers have a bearing for arriving at the basis for Offer Price. These KPIs have been used historically
by our Company to understand and analyse the business performance, which in result, help us in analysing
the growth of various verticals segments in comparison to our peers. The Bidders can refer to the below-
mentioned KPIs, being a combination of financial and operational KPIs, to make an assessment of our
Company’s performance in various business verticals and make an informed decision.
The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee dated
September 20, 2025 and have been certified by Sanjeev Shriram Verma & Co., Independent Chartered
Accountants bearing firm registration number 003953C pursuant to their certificate dated September 20,
2025. This certificate on KPIs shall form part of the material documents for inspection and shall be
accessible on the website of our Company. See “Material Contracts and Documents for Inspection” on
page 539.
The Audit Committee has confirmed that there are no KPIs pertaining to our Company that have been
disclosed to any investors at any point of time during the three years period prior to the date of filing of
this Draft Red Herring Prospectus.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic
basis, at least once in a year (or for any lesser period as determined by the our Company), for a duration
that is at least the later of (i) one year after the listing date or period specified by the Board; or (ii) till the
utilization of the Net Issue proceeds as per the disclosure made in “Objects of the Offer” in this Draft Red
Herring Prospectus. Any change in these KPIs, during the aforementioned period, shall be explained by
our Company.
The KPIs disclosed below have been used historically by our Company to understand and analyse the
business performance, which in result, help us in analysing the growth of the business.
The KPIs of our Company have been disclosed in the sections titled “Our Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations – Financial KPIs as per
Restated Financial Information” on pages 206, 419 respectively. We have described and defined the KPIs
as applicable in “Definitions and Abbreviations” on page 2.
Details of our KPIs as at and for the Fiscal 2025, 2024 and 2023 is set out below:
Financial Key Performance Indicators of our Company:
For the Year ended on March 31
Particulars
2025 2024 2023
Revenue from Operations (1) (₹ in
Lakhs) 6902.56 4039.44 452.84
Growth in Revenue from Operations
(2) (%) 70.88% 792.02% -
Gross Profit (3) (₹ in Lakhs) 5897.84 3782.13 434.13
Gross Profit Margin (4) (%) 85.44% 93.63% 95.87%
EBITDA (5) (₹ in Lakhs) 4474.15 2533.39 288.29
EBITDA Margin (6) (%) 64.82% 62.72% 63.66%
Profit After Tax (7) (₹ in Lakhs) 3282.54 1738.77 208.34
PAT Margin (8) (%) 46.57% 42.74% 45.84%
RoE (9) (%) 85.45% 130.88% 88.19%
RoCE (10) (%) 55.66% 52.08% 26.30%
139For the Year ended on March 31
Particulars
2025 2024 2023
Net Fixed Asset Turnover (11) (In
Times) 1.97 1.18 0.62
Net Working Capital Days (12) 170.46 58.46 125.95
Operating Cash Flows (13) (₹ in
Lakhs) 3373.46 2309.86 2.62
Debt/Equity (14) 0.36 0.92 1.15
Earnings per Share (Basic &
Diluted)
Basic (15) 26.26 13.91 3.30
Diluted (16) 26.26 13.91 3.30
Operating Cash Flows before
Working Capital Changes (17) (₹ in
Lakhs) 4553.21 2551.14 293.40
Current Ratio (18) 4.05 1.81 1.98
NAV per Equity Share (19) 43.87 17.59 7.25
Net Worth (20) (₹ in Lakhs) 5483.54 2199.12 457.92
Return on Net Worth (21) (%) 59.86% 79.07% 45.50%
Net Debt/Equity (22) 0.34 0.88 1.14
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial
Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of
the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from
Operations of the preceding period.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Services, Changes in inventories of
finished goods, work-in-progress and stock-in-trade and Purchases of stock-in-trade.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by revenue from operations as appearing
in restated financial statements.
(5) EBITDA is calculated as restated profit for the period / year plus tax expenses (consisting of current
tax and deferred tax), finance costs and depreciation and amortisation expenses, less other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means restated profit for the period/year as appearing in the Restated Financial
Statements.
(8) PAT Margin (%) is calculated as Profit for the year/period as a percentage of total income as appearing
in Restated Financial Statements.
(9) RoE (Return on Equity) (%) is calculated as restated profit for the period/year attributable to the parent
divided by Average Shareholder Equity attributable to the parent.
(10) RoCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided
by capital employed.
(11) Net Fixed Asset Turnover is calculated as revenue from operations divided by Total Fixed Assets
which consists of property, plant and equipment, capital work-in-progress and right-of-use asset.
(12) Net Working Capital Days is calculated by dividing revenue from operations by working capital i.e.
(Current Assets less Current Liabilities) multiplied by 365 days.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated
Financial Statements.
(14) Debt/Equity is calculated as total debt divided by total equity.
(15) Earnings per Share (Basic) is calculated as defined in Ind AS-33 issued by ICAI.
(16) Earnings per Share (Diluted) is calculated as defined in Ind AS-33 issued by ICAI.
140(17) Operating Profit before Working Capital Changes means cash generated before change of working
capital adjustments.
(18) Current Ratio is calculated as current assets minus current liabilities.
(19) NAV per Equity Share is calculated as Equity attributable to equity holders of the parent divided by
weighted average number of shares outstanding at the end of period/year.
(20) Net Worth means Equity attributable to equity holders of the parent as mentioned in the Restated
Financial Statements.
(21) Return on Net Worth is calculated as restated profit for the period/year attributable to the parent
divided by net worth.
(22) Net Debt/Equity is calculated as net debt (Debt less Cash & Cash Equivalents) divided by total equity.
Operational Key Performance Indicators of our Company
For the Year ended on March 31
Particulars
2025 2024 2023
No. of containers sold(1) 7343 5250 450
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
Note:
(1) No. of containers sold are expressed in twenty-foot equivalent units (TEU).
Explanation for KPI metrics
KPI Explanations
Revenue from Operations Revenue from Operations is used by our management to track the revenue profile
of the business and in turn helps assess the overall financial performance of our
Company and size of our business.
Growth in Revenue from Growth in Revenue from Operations provides information regarding the growth
Operations of our business for the respective period.
Gross Profit Gross Profit provides information regarding the profits from services/goods
provided by the Company.
Gross Profit Margin Gross Profit Margin is an indicator of the profitability of services/goods provided
by the Company.
EBITDA EBITDA provides information regarding the operational efficiency of the
business.
EBITDA Margin EBITDA Margin is an indicator of the operational profitability and financial
performance of our business.
Profit After Tax Profit after tax provides information regarding the overall profitability of the
business.
PAT Margin PAT Margin is an indicator of the overall profitability and financial performance
of our business.
RoE RoE provides how efficiently our Company generates profits from shareholders’
funds.
RoCE ROCE provides how efficiently our Company generates earnings from the
capital employed in the business.
Net Fixed Asset Turnover Net Fixed Asset turnover ratio is indicator of the efficiency with which our
Company is able to leverage its assets to generate revenue from operations.
Net Working Capital Days Net working capital days indicates the working capital requirements of our
Company in relation to revenue generated from operations.
Operating Cash Flows Operating cash flows provides how efficiently our company generates cash
through its core business activities.
141KPI Explanations
Debt/Equity Debt/Equity ratio provides the ratio of Company’s outstanding debt to its
shareholders’ equity and is used to measure the financial leverage of the
Company
Earnings per Share (Basic Earnings per Share provides information regarding how efficiently our company
& Diluted) generate earnings on each weighted average number of Equity Shares
outstanding.
Operating Profit before Operating Profit before Working Capital Changes provides information
Working Capital Changes regarding how much cash profit generated by our company from its business
operations.
NAV per Equity Share NAV per Equity Share provides information regarding how much our company
net assets value on each weighted average number of Equity Shares outstanding.
Net Worth Net Worth represents value of our Company.
Net Debt/Equity Net Debt to Equity is a measure of our Company’s capital structure and financial
leverage. It reflects the extent to which our Company is funded through debt
versus net worth
Return on Net Worth Return on Net Worth ratio is indicator of how efficiently our Company generates
earnings from the Net Worth in the business.
No. of Containers Sold No. of containers sold is indicator of containers sold during the period.
Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational
and/or financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as stated above, as a supplemental measure to review
and assess our financial and operating performance. The presentation of these KPIs is not intended to be
considered in isolation or as a substitute for the Restated Financial Information. We use these KPIs to evaluate
our financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented
in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from
the similar information used by other companies and hence their comparability may be limited. Therefore, these
metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or
as an indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs
are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it provides an additional tool for investors to use in evaluating our ongoing financial
results and trends and in comparing our financial results with other companies in our industry because it provides
consistency and comparability with past financial performance, when taken collectively with financial measures
prepared in accordance with Ind AS.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or
operational metric to evaluate our business.
See “Management Discussion and Analysis of Financial Position and Results of Operations” on page 409 for the
reconciliation and the manner of calculation of our key financial performance indicators.
Comparison of financial KPIs of our Company and our listed peers:
Fiscal 2025
Jupiter Wagons Kalyani Cast-Tech
Particulars APPL
Limited Limited
Revenue from Operations (1)
6,902.56 3,96,327.95 13,922.29
(₹ in Lakhs)
Growth in Revenue from
70.88% 8.77% 47.36%
Operations (2) (%)
142Jupiter Wagons Kalyani Cast-Tech
Particulars APPL
Limited Limited
Gross Profit (3) (₹ in Lakhs) 5,897.84 98,743.77 2,891.24
Gross Profit Margin (4) (%) 85.44% 24.91% 20.77%
EBITDA (5) (₹ in Lakhs) 4,474.15 56,561.09 1,971.58
EBITDA Margin (6) (%) 64.82% 14.27% 14.16%
Profit After Tax (7) (₹ in
3,282.54 38,027.06 1,425.50
Lakhs)
PAT Margin (8) (%) 46.57% 9.49% 10.19%
RoE (9) (%) 85.45% 17.49% 24.82%
RoCE (10) (%) 55.66% 52.08% 26.30%
Net Fixed Asset Turnover
1.97 4.78 17.80
(11) (In Times)
Net Working Capital Days
170.46 128.68 141.72
(12)
Operating Cash Flows (13)
3,373.46 10,419.48 828.29
(₹ in Lakhs)
Debt/Equity (14) 0.36 0.17 0.08
Earnings per Share
(Basic & Diluted)
Basic (15) 26.26 9.08 19.85
Diluted (16) 26.26 9.08 19.85
Operating Cash Flows
before Working Capital 4,553.21 58,290.82 1,979.89
Changes (17) (₹ in Lakhs)
Current Ratio (18) 4.05 2.20 6.62
NAV per Equity Share (19) 43.87 65.41 89.97
Net Worth (20) (₹ in Lakhs) 5,483.54 2,76,758.34 6,509.30
Return on Net Worth (21) (%) 59.86% 13.81% 21.92%
Net Debt/Equity (22) 0.34 0.02 -0.10
Fiscal 2024
Kalyani Cast-Tech
Particulars APPL Jupiter Wagons Limited
Limited
Revenue from Operations (1)
4,039.44 3,64,373.33 9,447.71
(₹ in Lakhs)
Growth in Revenue from
792.02% 76.17% 49.32%
Operations (2) (%)
Gross Profit (3) (₹ in Lakhs) 3,782.13 81,473.62 1,947.09
Gross Profit Margin (4) (%) 93.63% 22.36% 20.61%
EBITDA (5) (₹ in Lakhs) 2,533.39 48,652.22 1,349.47
EBITDA Margin (6) (%) 62.72% 13.35% 14.28%
Profit After Tax (7) (₹ in
1,738.77 33,101.74 959.38
Lakhs)
PAT Margin (8) (%) 42.74% 9.02% 10.09%
RoE (9) (%) 130.88% 27.41% 29.66%
RoCE (10) (%) 52.08% 24.52% 22.77%
Net Fixed Asset Turnover (11)
1.18 5.16 13.48
(In Times)
143Kalyani Cast-Tech
Particulars APPL Jupiter Wagons Limited
Limited
Net Working Capital Days
58.46 70.97 167.10
(12)
Operating Cash Flows (13)
2,309.86 (1,910.22) (949.63)
(₹ in Lakhs)
Debt/Equity (14) 0.92 0.21 0.15
Earnings per Share (Basic &
Diluted)
Basic (15) 13.91 8.24 16.42
Diluted (16) 13.91 8.24 16.42
Operating Cash Flows
before Working Capital 2,551.14 49,935.69 1,382.18
Changes (17) (₹ in Lakhs)
Current Ratio (18) 1.81 1.56 4.17
NAV per Equity Share (19) 17.59 39.20 86.16
Net Worth (20) (₹ in Lakhs) 2,199.12 1,63,157.90 5,082.75
Return on Net Worth (21) (%) 79.07% 20.32% 18.86%
Net Debt/Equity (22) 0.88 0.13 (0.04)
Fiscal 2023
Jupiter Wagons Kalyani Cast-Tech
Particulars APPL
Limited Limited
Revenue from Operations (1)
452.84 2,06,824.74 6,327.01
(₹ in Lakhs)
Growth in Revenue from
- - -
Operations (2) (%)
Gross Profit (3) (₹ in Lakhs) 434.13 49,377.70 1,627.27
Gross Profit Margin (4) (%) 95.87% 23.87% 25.72%
EBITDA (5) (₹ in Lakhs) 288.29 24,926.50 1,156.32
EBITDA Margin (6) (%) 63.66% 12.05% 18.28%
Profit After Tax (7) (₹ in
208.34 12,067.51 805.08
Lakhs)
PAT Margin (8) (%) 45.84% 5.82% 12.71%
RoE (9) (%) 88.19% 16.26% 78.40%
RoCE (10) (%) 26.30% 21.02% 61.80%
Net Fixed Asset Turnover (11)
0.62 4.48 11.40
(In Times)
Net Working Capital Days
125.95 54.16 59.21
(12)
Operating Cash Flows (13) (₹
2.62 7,765.09 425.45
in Lakhs)
Debt/Equity (14) 1.15 0.36 0.24
Earnings per Share (Basic &
Diluted)
Basic (15) 3.30 3.12 16.06
Diluted (16) 3.30 3.12 16.06
Operating Cash Flows before
Working Capital Changes (17) 293.40 25,479.31 1,166.95
(₹ in Lakhs)
144Jupiter Wagons Kalyani Cast-Tech
Particulars APPL
Limited Limited
Current Ratio (18) 1.98 1.40 2.30
NAV per Equity Share (19) 7.25 20.74 28.50
Net Worth (20) (₹ in Lakhs) 457.92 80,344.80 1,429.37
Return on Net Worth (21) (%) 45.50% 15.03% 56.32%
Net Debt/Equity (22) 1.14 0.21 -0.14
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial
Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the
relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of
the preceding period.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Services, Changes in inventories of finished
goods, work-in-progress and stock-in-trade and Purchases of stock-in-trade.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by revenue from operations as appearing in
restated financial statements.
(5) EBITDA is calculated as restated profit for the period / year plus tax expenses (consisting of current tax and
deferred tax), finance costs and depreciation and amortisation expenses, less other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means restated profit for the period/year as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profit for the year/period as a percentage of total income as appearing in
Restated Financial Statements.
(9) RoE (Return on Equity) (%) is calculated as restated profit for the period/year attributable to the parent
divided by Average Shareholder Equity attributable to the parent.
(10) RoCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital
employed.
(11) Net Fixed Asset Turnover is calculated as revenue from operations divided by Total Fixed Assets which
consists of property, plant and equipment, capital work-in-progress and right-of-use asset.
(12) Net Working Capital Days is calculated by dividing revenue from operations by working capital i.e. (Current
Assets less Current Liabilities) multiplied by 365 days.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated
Financial Statements.
(14) Debt/Equity is calculated as total debt divided by total equity.
(15) Earnings per Share (Basic) is calculated as defined in Ind AS-33 issued by ICAI.
(16) Earnings per Share (Diluted) is calculated as defined in Ind AS-33 issued by ICAI.
(17) Operating Profit before Working Capital Changes means cash generated before change of working capital
adjustments.
(18) Current Ratio is calculated as current assets minus current liabilities.
(19) NAV per Equity Share is calculated as Equity attributable to equity holders of the parent divided by weighted
average number of shares outstanding at the end of period/year.
(20) Net Worth means Equity attributable to equity holders of the parent as mentioned in the Restated Financial
Statements.
(21) Return on Net Worth is calculated as restated profit for the period/year attributable to the parent divided by
net worth.
(22) Net Debt/Equity is calculated as net debt (Debt less Cash & Cash Equivalents) divided by total equity.
145Comparison of Operational KPI of our Company and our listed peers:
For the Year ended on March 31
Particulars
2025 2024 2023
No. of containers sold
APPL 7343 5250 450
Jupiter Wagons Limited NA NA NA
Kalyani Cast – Tech Limited NA NA NA
Notes:
(1) NA means data not available in public domain.
IV. Comparison of KPIs based on additions or dispositions to our Business
Our Company has not made any material additions or dispositions to its business during the Fiscal ended
2025, 2024 and 2023
V. Weighted average cost of acquisition
a) Primary Transactions:
The price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on
the primary / new issue of shares (equity / convertible securities), excluding shares issued under the ESOP
Scheme during the 18 months period preceding the date of this Draft Red Herring Prospectus, where such
issuance is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated
based on the pre-Offer capital before such transaction(s) and excluding ESOPs granted but not vested), in
a single transaction or multiple transactions combined together over a span of rolling 30 days (“Primary
Issuances”)
The details are as follows:
Number of
Date of Equity Shares of
Total Cost
allotment Nature of Nature of ₹ 10/- each
Name of allottee (₹ in
of Equity transaction consideration allotted
Lakhs)
Shares (adjusted for
bonus of 4:1)
1. Hasmukhbhai Meghjibhai
Viradiya- 48,216 Equity Shares
of face value of ₹ 10/- each.
2. Vallabhbhai Meghjibhai
Viradiya – 26,890 Equity
Shares of face value of ₹ 10/- Issue by
July 24, each. way of
Cash 6,95,420 3,000.04
2025 Private
3. Manishaben Viradiya- Placement
10,663 Equity Shares of face
value of ₹ 10/- each
4. Vaibhav Vallabhbhai
Viradiya- 10,663 Equity Shares
of face value of ₹ 10/- each
146Number of
Date of Equity Shares of
Total Cost
allotment Nature of Nature of ₹ 10/- each
Name of allottee (₹ in
of Equity transaction consideration allotted
Lakhs)
Shares (adjusted for
bonus of 4:1)
5. Saritaben Vallabhbhai
Viradiya- 10,663 Equity Shares
of face value of ₹ 10/- each
6. Ektaben Vaibhavbhai
Viradiya- 10,663 Equity Shares
of face value of ₹ 10/- each
7. Tejasbhai Vallabhbhai
Viradiya-10,663 Equity Shares
of face value of ₹ 10/- each
8. Tirthraj Hasmukhbhai
Viradiya- 10,663 Equity Shares
of face value of ₹ 10/- each.
Total 6,95,420 3,000.04
Weighted Average Cost of Acquisition 431.40
b) Secondary Acquisition:
There have been no secondary sales / acquisitions of Equity Shares or any convertible securities, where the
Promoters, members of our Promoter Group, Selling Shareholders or Shareholder having the right to
nominate a director on our Board are a party to the transaction (excluding gifts), during the 18 months
preceding the date of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more
than 5% of the paid up share capital of our Company (calculated based on the pre-Offer capital before such
transaction/s), in a single transaction or multiple transactions combined together over a span of rolling 30
days (“Secondary Transactions”).
“Nil”
c) Price of Equity Shares for last five primary or secondary transactions (where Promoters, members of
Promoter Group or shareholder(s) having the right to nominate Director(s) on our Board, are a party
to the transaction), not older than three years prior to the date of this Draft Red Herring Prospectus
irrespective of the size of transactions.
“Not applicable as there is primary transaction”.
d) Weighted average cost of acquisition, Floor Price and Cap Price
Based on the disclosures in (a), (b) and (c) above, the weighted average cost of acquisition of Equity Shares
as compared with the Floor Price and Cap Price is set forth below:
Weighted average cost
Floor Price Cap Price
Type of transactions of acquisition per
₹ [●]* ₹ [●]*
Equity Share# (₹)
Weighted average cost of acquisition of
431.40 [●] [●]
Specified Securities according to (a) above
Weighted average cost of acquisition of
- [●] [●]
Specified Securities according to (b) above
* To be updated at the prospectus stage
# Equity Share of face value of ₹10/- each
147Justification for Basis of Offer Price
Explanation for Offer Price / Cap Price being [●] times of weighted average cost of acquisition of primary issuance
price / secondary transaction price of Equity Shares along with our Company’s KPIs and financial ratios for the
year ended on March 31, 2025, March 31, 2024, and March 31, 2023.
[●]*
*To be included upon finalization of Price Band
The Offer Price is [●] times of the Face Value of the Equity Shares.
The Offer Price of ₹ [●] has been determined by our Company in consultation with the BRLMs, on the basis of
market demand from investors for Equity Shares, as determined through the Book Building Process, and is
justified in view of the above qualitative and quantitative parameters. Investors should read the above-mentioned
information along with “Risk Factors”, “Our Business”, “Management Discussion and Analysis of Financial
Position and Results of Operations” and “Financial Information” on pages 39, 206, 409 and 300, 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.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
148STATEMENT OF SPECIAL TAX BENEFITS
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS MATERIAL
SUBSIDIARIES AND ITS SHAREHOLDERS UNDER THE APPLICABLE LAWS IN INDIA
The Board of Directors
APPL Containers Limited
(formerly known as APPL Containers Private Limited)
Survey No. 131-B, 132, 132P1,
Near Khodiyar Mandir
Bhavnagar-Rajkot Highway,
Shampara (Khodiyar), Shampara
Bhavnagar, Gujarat- 364060
Dear Sir(s):
Statement of Special Tax Benefits available to APPL Containers Limited and its shareholders under the Indian tax
laws.
1. We refer the proposed offer of equity shares of APPL Containers Limited (the “Company”).
2. We hereby confirm that the enclosed Annexure I, prepared by the Company, initialled by us for
identification purpose, which provides the special tax benefits available to the Company, its material
subsidiaries and to the shareholders of the Company, under:
(i) the Income-tax Act, 1961 (the “Act”) as amended by the Finance Act 2024, i.e., applicable for the
Financial Year 2024-2025 relevant to the assessment year 2025-2026, presently in force in India;
(ii) the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 /
respective State Goods and Services Tax Act (SGST) read with rules, circulars, and notifications
("GST law"), the Customs Acts, 1962 and the Customs Tariff Act, 1975 as amended by the Finance
Act 2024 applicable for the Financial Year 2024-25 ("Customs law") and Foreign Trade
(Development and Regulation) Act, 1992 (read with the Foreign Trade Policy 2015-20 and Foreign
Trade Policy 2023 (FTP) and Handbook of Procedures issued thereof, notifications and circulars, each
as amended and presently in force in India;
(iii) The Act, the GST Act, Customs Act, Tariff Act and Foreign Trade (Development and Regulation) Act,
1992 as defined above, are collectively referred to as the "Relevant Acts".
(iv) This statement of possible special tax benefits is required as per Schedule VI (Part A) (9)(L) of the
SEBI ICDR Regulations. While the term ‘special tax benefits’ has not been defined under the SEBI
ICDR Regulations, for the purpose of this Statement, it is assumed that with respect to special tax
benefits available to the Company, the same would include those benefits as enumerated in the
Annexure I. Any benefits under the taxation laws other than those specified in Annexure I are
considered to be general tax benefits and therefore not covered within the ambit of this Statement.
Further, any benefits available under any other laws within or outside India, except for those mentioned
in the Annexure I have not been examined and covered by this statement.
3. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Relevant Laws. Hence, the ability of the Company and / or
its shareholders to derive the stated tax benefits is dependent upon their fulfilling such conditions, which,
based on business imperatives the Company faces in the future, the Company or its shareholders may or may
not choose to fulfil.
4. The benefits discussed in the enclosed Annexure are not exhaustive and the preparation of the contents stated
in the Annexure is the responsibility of Company’s management. We are informed that this Annexure is only
intended to provide general information to the investors and are neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of the tax consequences and the
149changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the
specific tax implications arising out of their participation in the proposed initial public offer (the “Proposed
IPO”). Neither are we suggesting nor advising the investor to invest money based on this statement.
5. We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these benefits in future; or
ii) the conditions prescribed for availing the benefits have been/would be met with; and
iii) the revenue authorities / courts will concur with the views expressed herein.
The contents of the enclosed statement are based on information, explanations and representations obtained
from the Company and on the basis of our understanding of the business activities and operations of the
Company.
6. This statement is solely issued in connection with the Proposed IPO of the Company and is not to be used,
referred to or distributed for any other purpose.
This certificate is issued for the purpose of the Offer and can be used, in full or part, for inclusion in the draft red
herring prospectus, updated draft red herring prospectus, red herring prospectus, prospectus and any other material
used in connection with the Offer (together, the “Offer Documents”) which may be filed by the Company with
Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited
(collectively, the “Stock Exchanges”), Registrar of Companies (the “RoC”) and / or any other regulatory or
statutory authority.
We hereby give our consent to include this report and the enclosed Annexure regarding the special tax benefits
available to the Company and to its shareholders in the DRHP in relation to the Offer, which the Company intends
to file with the Securities and Exchange Board of India and the stock exchange(s) provided that the below
statement of limitation is included in the DRHP.
Our views expressed in the enclosed Annexure I are based on the facts and assumptions indicated above. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the 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 existing provisions of tax laws in
force in India and its interpretation, which are subject to change from time to time. We do not assume
responsibilities to update the views consequent to such changes. Reliance on the statement is on the express
understanding that we do not assume responsibility towards the investors and third parties who may or may not
invest in the Offer relying on the statement.
This statement has been prepared solely in connection with the Offer, as required under the ICDR Regulations.
Yours Sincerely,
M/s. J. Vasania & Associates
Chartered Accountants
Rushit Ghelani
Partner
M.No.624933/F.R.NO.117332W
Date: September 19, 2025
UDIN: 25624933BMFXWP7592
Cc:
Legal Advisor to the Company
Chir Amrit Legal LLP
6th Floor, Unique Destination,
Tonk Road, Jaipur – 302015, Rajasthan
150Annexure I
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY, ITS MATERIAL
SUBSIDIARIES AND ITS SHAREHOLDERS UNDER THE APPLICABLE TAX LAWS IN INDIA
Outlined below are the Special Tax Benefits available to the Company, its material subsidiaries and its
shareholders under the Direct and Indirect Tax Laws in force in India
1. Under the Income-Tax Act, 1961 (the IT Act)
A. Special Direct Tax Benefits Available to the Company
Lower Corporate Tax Rate under Section 115BAB of the Income Tax Act,1961
Our Company has exercised the option under Section 115BAB of the Income-tax Act, 1961. Accordingly, our
Company is taxed at the concessional rate of 15% (plus applicable surcharge and health and education cess)
on its total income, subject to the fulfilment of the conditions prescribed under the said section.
If the Company opts for the concessional income tax rate as prescribed under Section 115BAB of the Income
Tax Act, it will not be allowed to claim the following deductions/exemptions:
• Deduction under the provisions of Section 10AA (deduction for units in Special Economic Zones);
• Deduction under clause (iia) of sub-section (1) of Section 32 (Additional depreciation);
• Deduction under Sections 32AD, 33AB, or 33ABA (Investment allowance in backward areas,
Investment deposit account, Site restoration fund);
• Deduction under sub-clause (ii), sub-clause (iia), or sub-clause (iii) of sub-section (1), or sub-section
(2AA) of Section 35 (Expenditure on scientific research);
• Deduction under Section 35AD or Section 35CCC (Deduction for specified business, agricultural
extension project);
• Deduction under Section 35CCD (Expenditure on skill development);
• Deductions under any provisions of Chapter VI-A other than the provisions of Section 80JJAA
(deduction in respect of employment of new employees), and Section 80M (deduction in respect of
certain inter-corporate dividends);
• No set-off of any loss carried forward or depreciation from any earlier assessment year, if such loss or
depreciation is attributable to any of the deductions referred to above;
• No set-off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A, if such
loss or depreciation is attributable to any of the deductions referred to above.
The provisions of Section 115JB regarding Minimum Alternate Tax ("MAT") are not applicable if the
Company opts for the concessional income tax rate as prescribed under Section 115BAA of the Income Tax
Act. Consequently, the Company will not be entitled to claim any tax credit relating to MAT.
The Company has opted for the concessional rate of tax for the first time in the return of income filed for FY
2021-22 (AY 2022-23), for which a declaration in the specified form (i.e., Form 10-ID) has been filed with
the Income Tax Department.
B. Special Direct Tax Benefits Available to the Shareholders
A. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates.
However, in the case of a domestic corporate shareholder, benefit of deduction under Section 80M of the IT
Act would be available on fulfilling the conditions.
B. As per section 2(29AA) read with section 2(42A) of the IT Act, a listed equity share is treated as a long-
term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer.
151C. As per Section 112A of the IT Act, long-term capital gains arising from the transfer of an equity share on
which securities transaction tax ("STT") is paid at the time of acquisition and sale, shall be taxed at the rate
of 12.5% (plus applicable surcharge and cess) (without indexation) of such capital gains. This is subject to
fulfilment of prescribed additional conditions as per Notification No. 60/2018/F. No.370142/9/2017-TPL
dated 01 October 2018. It is worthwhile to note that tax shall be levied where such aggregate capital gains
exceed INR 1,25,000/- in a year.
D. In case the listed equity shares are held for period less than 12 months preceding the date of their transfer,
the listed equity shares will be treated as short-term capital asset. Short term capital gains arising on transfer
of shares on which Securities Transactions Tax has been paid will be subject to tax in the hands of shareholders
as per the provisions of Section 111A of the IT Act at 20% (plus applicable surcharge and cess).
E. As per Section 90(2) of the IT Act, non-resident shareholders will be eligible to take the beneficial
provisions under the respective Double Taxation Avoidance Agreement ("DTAA"), if any, applicable to such
non-residents. This is subject to fulfilment of conditions prescribed to avail treaty benefits.
F. Further, any income by way of capital gains accruing to non-residents may be subject to withholding tax
per the provisions of the Act or under the relevant DTAA, whichever is more beneficial to such non-residents.
However, where such non-resident has obtained a lower withholding tax certificate from the tax authorities,
the withholding tax rate would be as per the said certificate. The non-resident shareholders can also avail
credit of any taxes paid by them, subject to local laws of the country in which such shareholder is resident
Except for the above, the Shareholders of the Company are not entitled to any other special tax benefits under
the Act by virtue of their investment in the Company.
2. Indirect tax (indirect tax regulations)
The Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017, respective State
Goods and Services Tax Act, 2017, Customs Act, 1962, Customs Tariff Act, 1975 as amended, including the
relevant rules, notifications and circulars issued there under, the Foreign Trade (Development and Regulation)
Act, 1992 (read with Foreign Trade Policy 2023) (collectively referred as "Indirect Tax Regulations")
A. Special tax benefits available to the Company.
1. Remission of Duties and Taxes on Exported Products Scheme (RoDTEP)
The Remission of Duties and Taxes on Exported Products (RoDTEP) scheme was announced by
Government of India (GOI) to boost exports by allowing reimbursement of taxes and duties, which are not
exempted or refunded under any other scheme in accordance with World Trade Organization (WTO)
norms.
The Company can avail the benefits of this scheme on products exported out of India as per rates
prescribed.
2. Benefits available to the Company under Duty Drawback Scheme
Duty Drawback Scheme provides refund/recoupment of custom duties paid on inputs or raw materials and
goods and service tax paid on the input services used in the manufacture of exported goods.
The Company can avail the benefits of this scheme and has been availing duty drawback as per the rates
prescribed.
3. Benefits available to the company from Zero Rated Supply as per GST Law
Under the GST regime, all supplies of goods and services which qualify as export of goods or services are
zero-rated, that is, these transactions attract a GST rate of zero per cent.
On account of zero rating of supplies, the supplier will be entitled to claim input tax credit in respect of
goods or services used for such supplies and can seek refund of accumulated/unutilized ITC.
There are two mechanisms for claiming refund of accumulated ITC against export. Either person can export
under Bond/LUT as zero-rated supply and claim refund of accumulated Input Tax Credit or person may
152export on payment of integrated tax and claim refund thereof as per the provisions of Section 54 of CGST
Act, 2017.
The Company has been engaged in the export of goods on payment of IGST and can claim a refund for the
same or export its goods under Bond/LUT as zero-rated supply and claim refund for accumulated Input
Tax Credit.
4. Benefits available to the company under Advance Authorisation Scheme
The Advance Authorisation Scheme has been notified by the Directorate General of Foreign Trade (DGFT)
pursuant to the Foreign Trade Policy, issued under the Foreign Trade (Development and Regulation) Act,
1992 and the exemption notifications issued under Section 25 of the Customs Act, 1962.
The Company is engaged in manufacturing and thus is entitled to import certain raw materials required for
manufacture of export products without payment of basic customs duty, additional customs duty, integrated
goods and services tax (IGST) and compensation cess, under the Advance Authorisation Scheme.
B. Special tax benefits available to the Subsidiary
1. Remission of Duties and Taxes on Exported Products Scheme (RoDTEP)
The Remission of Duties and Taxes on Exported Products (RoDTEP) scheme was announced by
Government of India (GOI) to boost exports by allowing reimbursement of taxes and duties, which are not
exempted or refunded under any other scheme in accordance with World Trade Organization (WTO)
norms.
The Company can avail the benefits of this scheme on products exported out of India as per rates
prescribed.
2. Benefits available to the Company under Duty Drawback Scheme
Duty Drawback Scheme provides refund/recoupment of custom duties paid on inputs or raw materials and
goods and service tax paid on the input services used in the manufacture of exported goods.
The Company can avail the benefits of this scheme and has been availing duty drawback as per the rates
prescribed.
3. Benefits available to the company under Export Promotion Capital Goods Scheme (EPCG)
The objective of the Export Promotion Capital Goods (EPCG) Scheme is to facilitate import of capital
goods for producing quality goods and services and enhance India’s manufacturing competitiveness.
EPCG Scheme allows import of capital goods for pre-production, production, and post-production at zero
customs duty.
The Company can avail the benefits under this scheme.
4. Benefits available to the company from Zero Rated Supply as per GST Law
Under the GST regime, all supplies of goods and services which qualify as export of goods or services are
zero-rated, that is, these transactions attract a GST rate of zero per cent.
On account of zero rating of supplies, the supplier will be entitled to claim input tax credit in respect of
goods or services used for such supplies and can seek refund of accumulated/unutilized ITC.
There are two mechanisms for claiming refund of accumulated ITC against export. Either person can export
under Bond/LUT as zero-rated supply and claim refund of accumulated Input Tax Credit or person may
export on payment of integrated tax and claim refund thereof as per the provisions of Section 54 of CGST
Act, 2017.
The Company has been engaged in the export of goods on payment of IGST and can claim a refund for the
same or export its goods under Bond/LUT as zero-rated supply and claim refund for accumulated Input
Tax Credit.
153C. Special tax benefits available to shareholders of the Company under indirect tax regulations in India
The shareholders of the Company are not eligible to any special tax benefits under Indirect Tax
Regulations.
Notes:
1. The ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling
such conditions, which based on the business imperatives, the Company or its shareholders may or
may not choose to fulfil.
2. The special tax benefits discussed in the Statement are not exhaustive and is only intended to provide
general information to the investors and hence, is neither designed nor intended to be a substitute for
professional tax advice. In view of the individual nature of the tax consequences aid 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.
3. The Statement has been prepared on the basis that the equity shares of the Company are to be listed
on a recognized stock exchange in India.
4. The Statement is prepared on the basis of information available with the management of the Company
and there is no assurance that:
• the Company or its shareholders will continue to obtain these benefits in future;
• the conditions prescribed for availing the benefits have been/ would be met with; and
• the revenue authorities/courts will concur with the view expressed herein.
5. The above views are based on the existing provisions of law and its interpretation, which are subject
to change from time to time.
6. The above Statement of Special Tax Benefits sets out the provisions of law in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase,
ownership and disposal of shares.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
154SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Global and India Shipping Industry” dated September 19, 2025
(“ICRA Report”), exclusively prepared and issued by ICRA Analyst, who were appointed by our Company
pursuant to an engagement letter dated May 12, 2025, and the ICRA Report has been commissioned by and paid
for by our Company in connection with the Offer. A copy of the ICRA Report is available on the website of our
Company at www.applcontainers.com. There are no parts, data or information (which may be relevant for the
proposed Offer), that has been left out or changed in any manner. Unless otherwise indicated, financial,
operational, industry and other related information derived from the ICRA Report and included herein with
respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal.
Industry sources and publications are also prepared based on information as of specific dates and may no longer
be current or reflect current trends. Industry sources and publications may also base their information on
estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely
on their independent examination of, and should not place undue reliance on, or base their investment decision
solely on this information. The recipient should not construe any of the contents of the ICRA Report as advice
relating to business, financial, legal, taxation or investment matters and are advised to consult their own business,
financial, legal, taxation, and other advisors concerning the transaction. For more information, see “Risk Factors
No. 47 - Certain sections of this Draft Red Herring Prospectus disclose information from the ICRA Report which
is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance
on such information for making an investment decision in the Offer is subject to inherent risks.” on page 66. Also
see, “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation –
Industry and Market Data” on page 22.
GLOBAL MACROECONOMIC OVERVIEW
As per the International Monetary Fund (IMF), the size of global economy is projected to reach USD 113.8 trillion
in CY2025 (in nominal terms) and continue to grow to USD 144.6 trillion in CY2030 (in nominal terms) at a
CAGR of ~5%. Economic activity at the global level has remained resilient with growth in employment and steady
income levels, favourable demand and supply developments, utilization of substantial savings accumulated during
the pandemic and healthy household consumption supported major economies to maintain their growth. At
present, as the inflation is approaching towards targeted levels of major advance economies, their central banks
have begun to pivot towards policy easing.
Chart 1: Global economy growth and prediction till CY2030 (in USD trillion- nominal terms)
160.00 137.77 144.58
D S 140.00 119.10 124.96 131.34
nU 120.00 97.84 101.95 106.43 110.55 113.80
i(
e 100.00
88.03 85.76
z
is
y m
o
n)
n
o illir
t
468 000 ... 000 000
o
c e 20.00
la -
b
o
lG
Source: IMF (WEO April 2025), ICRA Analytics
CY2025 (E)- E is estimated
Note: F-Forecasted; data from CY2026-2030 are forecasted
155As per the IMF, World Economic Outlook published in April 2025, the Global growth is anticipated to decrease
from an estimated 3.3% in CY2024 to 2.8% in CY2025, subsequently rebounding to 3% in CY2026. This figure
is below the forecasts presented in World Economic Outlook Update in the January 2025, reflecting a decrease of
0.5% for CY2025 and 0.3% for CY2026, with downward adjustments noted for almost all countries. The
reductions are widespread across nations and largely stem from the direct impacts of the recent trade policies, as
well as their indirect consequences through trade linkages, increased uncertainty, and declining sentiment. Tariffs'
short-term effects on economic growth vary by country, shaped by trade relationships, industry structures, policies,
and trade diversification potential. Fiscal support in some cases (for example, China, euro area) offsets some
negative growth impacts. This global slowdown has direct implications for the container shipping and container
manufacturing industries, as the sector’s fortunes are tightly intertwined with global trade volumes. Containerized
cargo accounts for a significant portion of seaborne trade, and economic deceleration typically leads to lower
volumes of goods being manufactured, exported, and imported—especially in trade-sensitive sectors like
electronics, textiles, machinery, and automotive components. The global inflation rate is predicted to decrease
from an annual average of 6.6% in CY2023, 5.7% in CY2024 to 4.3% in CY2025 and further to 3.6% in CY2026.
While lower inflation may ease input costs for container manufacturers and shipping companies (e.g., steel, fuel,
machinery), the overall sluggishness in demand will impact container traffic across global shipping lanes. For
example, trade linkages between Asia and the West are expected to remain soft, affecting container throughput at
transshipment and origin ports like Mundra, Nhava Sheva, and Vizhinjam.
Tariff-related disruptions—especially in U.S.–China and EU trade corridors—have caused container flows to shift
to alternative routes, reducing predictability and increasing shipping costs due to repositioning. Container
manufacturers, too, face reduced capital expenditure from global shipping lines, who are adopting a cautious
outlook amid demand uncertainty. However, fiscal support in key regions like the eurozone and China could
provide partial demand buffers through export subsidies and infrastructure spending.
Global Economies and Growth Trend:
Chart 2: Real GDP growth rate (annual % change) of India and other economies
12
10
)s 8
m
r
e 6
t
%
n 4
i(
h
t 2
w
o
r
G 0
P
D
G -2
la
e R -4
-6
-8
India Advanced economies Emerging market and developing economies World
Source: IMF, ICRA Analytics
Note: E-Estimated, CY2025 is estimated; F-Forecasted; data from CY2026-2030 are forecasted
156Table 1: India v/s Other Economies (Real GDP, Y-o-Y % change)
Real GDP
CY CY CY CY CY CY
growth CY CY CY CY CY CY CY
2025( 2026( 2027( 2028( 2029( 2030(
(Annual % 2018 2019 2020 2021 2022 2023 2024
E) F) F) F) F) F)
change)
India* 6.5 3.9 -5.8 9.7 7.6 9.2 6.5 6.2 6.3 6.5 6.5 6.5 6.5
Advanced
2.3 1.9 -4 6 2.9 1.7 1.8 1.4 1.5 1.7 1.7 1.7 1.7
economies
Emerging
market and
4.7 3.7 -1.8 7 4.1 4.7 4.3 3.7 3.9 4.2 4.1 4.1 4.0
developing
economies
World 3.6 2.9 -2.7 6.6 3.6 3.5 3.3 2.8 3.0 3.2 3.2 3.2 3.1
Source: IMF, ICRA Analytics
Note: E-Estimated, CY2025 is estimated; F- Forecasted; data from CY2026-2030 are forecasted, Advanced Economies includes United
States, Germany, France, Japan, United Kingdoms, Canada and other developed countries. Emerging market and developing economies
includes India, China, Saudia Arabia, Mexico, Vietnam and other developing economies.
*India’s value in IMF document is given in terms of fiscal year. Eg- CY2018 is FY2019 for India
The global real GDP growth was ~3.3% in CY2024 and is anticipated to decrease to 2.8% in CY2025 and 3% in
CY2026. The rapid increase in trade tensions and exceptionally high levels of policy uncertainty is anticipated to
considerably affect global economic activity. The growth is projected to remain steady at around ~3.1% from
thereon till CY2030, wherein growth would be driven mainly by easing of monetary policy and strong private
consumption.
Growth trend in Advanced Economies
Meanwhile, the real GDP growth rate for advanced economies was ~1.8% in CY2024 and is expected at ~1.4%
in CY2025. It is further expected to increase to ~1.5% in CY2026, and continue to grow at a stable rate, reaching
around 1.7% in CY2030. United States of America’s (USA) real GDP was ~2.8% in CY2024 and is expected to
decrease at ~1.8% in CY2025 due to increased policy ambiguity, trade conflicts, and weakened demand
momentum. It is further expected to decrease to ~1.7% in CY2026, and post that continue to grow at a stable rate,
reaching around 2.0% in CY2027 and 2.1% from thereon till CY2030.
The European region recovered from a low GDP growth rate of 0.4% in CY2023 to 0.9% in CY2024 however is
expected to grow at a slower pace at 0.8% in CY2025 and further increase to 1.2% in CY2026. Amongst the Euro
region- France, Italy and Spain’s GDP growth grew at the rate of 1.1%, 0.7% and 3.2% respectively and is
expected to grow at ~0.6%, ~0.4% and ~2.5% respectively during CY2025. However, Germany has witnessed a
degrowth during CY2024 at -0.2% while the same is expected to remain stable during CY2025.
Among other advanced economies, the United Kingdom witnessed a real GDP growth rate of ~0.4% in CY2023
and increased to ~1.1% in CY2024 and is expected to remain stable at ~1.1% in CY2025.
Growth trend in emerging market and developing economies
Real GDP stood at 4.3% in CY2024 and the growth in real GDP rate is projected to drop to 3.7% in CY2025 and
3.9% in CY2026 with significant downgrades for countries affected most by recent trade measures, such as China.
Growth in emerging and developing Asian economies is expected to decline from ~5.3% in CY2024 to ~4.5% by
CY2025. Emerging and developing Asia, particularly Association of Southeast Asian Nations (ASEAN) countries,
has been among the most affected by the latest tariff changes.
157Coming to Sub-Saharan Africa, the GDP grew at a healthy rate of 4% during CY2024 and is projected to grow at
a rate of 3.8% during CY2025. Amongst Sub-Saharan African region, South Africa and Nigeria’s GDP grew at a
rate of 0.6% and 3.4% respectively during CY2024 and is projected to grow at the rate of ~1% and ~3%
respectively during CY2025.
On the other hand, growth in emerging and developing European economies was at ~3.4% in CY2024 and
projected to decrease to ~2.1% in CY2025. In Latin America and the Caribbean, the real GDP growth rate is
expected to decrease from ~2.4% in CY2024 to ~2% in CY2025 before rising again to ~2.4% during in CY2026.
Growth trend in India
India is the fastest growing economy globally, witnessing a rise in real GDP growth rate from ~7.6% in CY2022
to ~9.2% in CY2023 however increased at a comparatively steady rate at 6.5% in CY2024, because pent-up
demand accumulated during the pandemic has been exhausted, as the economy reconnects with its potential. The
country is projected to grow by ~6.2% in CY2025 and ~6.3% in CY2026 as per IMF, supported by private
consumption, particularly in rural areas, but is 0.3% lower on account of higher levels of trade tensions and global
uncertainty. This is expected to remain steady with forecasts till CY2030 showing a continued growth of ~6.5%.
DOMESTIC ECONOMIC OVERVIEW
Trend in GDP growth in India and its Outlook
India's real Gross Domestic Product (GDP) for FY2025 is projected to grow by 6.5%, according to the Second
Advance Estimates released by the National Statistical Office (NSO) in February 2025. This represents a slight
upward revision from the initial estimate of 6.4% published in January. India’s real GDP registered 9.2% growth
in FY2024 as against 7.6% in FY2023, making FY2024 the 3rd year of real GDP growth of 7% or above. This
strong momentum, driven by domestic consumption, public investment, and buoyant capital formation, has
created a favourable backdrop for the container shipping and manufacturing industry in India.
While net exports have acted as a mild drag, import resilience and domestic demand have supported container
traffic at Indian ports, particularly in sectors such as electronics, consumer durables, chemicals, and industrial
machinery. India’s port modernization under the Sagarmala and Gati Shakti initiatives, along with policies such
as the National Logistics Policy and production-linked incentive schemes, have further enhanced port and
hinterland connectivity—thus boosting the container industry’s efficiency and capacity utilization.
Moreover, India's focus on infrastructure-led growth (roads, ports, logistics parks, DFCs) is spurring higher
domestic containerized movement, especially for intra-country supply chains (e.g., FMCG, retail, food
processing). India is also emerging as an alternative container manufacturing hub, with increasing attention toward
Atmanirbhar Bharat-led policies to localize container production. The trajectory of global container trade is
closely correlated with GDP growth patterns—slower global growth leads to a decline in international
containerized trade, especially in capital-intensive and discretionary consumption goods. Protectionist policies
and weak sentiment reduce order volumes, slow vessel deployment, and dampen demand for new container
manufacturing. This also results in overcapacity and pressure on freight rates.
On the other hand, India’s relatively strong domestic growth is expected to offset some of the global headwinds,
making the country a key demand center for containerized imports and exports. The rise in domestic
manufacturing, resilience in consumer demand, and infrastructure upgrades provide a robust base for future
container traffic growth.
As India continues to expand its role in global supply chains—particularly through ‘China+1’ strategies—its
container traffic is poised to rise both for export and import flows. However, the pace of growth will still be
158influenced by external demand conditions, especially from key trading partners in North America, Europe, and
ASEAN.
In summary, while India’s domestic resilience may support the container industry in the short term, global
recovery remains essential for sustained long-term growth in both shipping and container manufacturing sectors.
Furthermore, International Monetary Fund (IMF) expects India to continue being the fastest growing economy in
the world, whereby it expects India’s output to grow by 6.5% from FY2028 to FY2031.
Chart: Projection of Real GDP growth and GDP capita PPP (in USD) of India
Read GDP ( at constant prices)
300.0 12.0%
9.7%
9.2%
10.0%
250.0 7.6%
6.5% 6.5% 6.2% 6.3% 6.5% 6.5% 6.5% 6.5% 8.0%
6.0%
200.0 3.9%
4.0%
150.0 2.0%
0.0%
100.0
-2.0%
-4.0%
50.0 -5.8%
-6.0%
139.9 145.3 136.9 150.2 161.6 176.5 188.0 200.2 212.6 226.0 240.6 256.3 272.9
0.0 -8.0%
Real GDP (Rs. lakh crore) Real GDP Growth (%)
Source: RBI, IMF, ICRA Analytics
Note: F-Forecasted; E- Estimated
Data from FY2026-2031F are forecasted from IMF; *India’s value in IMF document is given in terms of fiscal
year. Eg- CY2018 is FY2019 for India
FY2025(E) is the provisional Estimates released by the National Statistical Office (NSO)
The Reserve Bank of India has projected real GDP growth at 6.5% for FY2026 retaining the fastest-growing major
economy in the world, maintaining the same rate as estimated for FY2025, following a strong expansion of 9.2%
in the preceding year.
Real GDP is estimated to grow by 7.8% in Q1 of FY 2026, compared to the earlier projected growth rate of 6.5%
for the same quarter. The estimated quarterly projections for FY2026 stand at 6.7% in Q2, 6.6% in Q3, and 6.3%
in Q4. These figures reflect a 20-bps downward revision from the February forecast, attributed to rising global
volatility. Agriculture remains on a positive footing, supported by healthy reservoir levels and robust crop
production, which is expected to sustain rural demand. Manufacturing is showing early signs of revival amid
improved business sentiment, and the services sector continues to demonstrate resilience.
On the investment side, activity is gaining pace on the back of higher capacity utilization, continued government
focus on infrastructure, and strong balance sheets of banks and corporates. Easing financial conditions have also
aided this recovery. While services exports are likely to remain steady, merchandise exports could face headwinds
from global uncertainties and trade disruptions. Looking ahead, the RBI has projected real GDP growth at 6.7%
for FY2027, suggesting continued recovery momentum.
159Table: Real GDP growth forecasted by Reserve Bank of India
Real GDP Growth (at
FY20 FY202 FY202
constant 2011-12 FY2025 FY2026 F
25 E 6 F 7 F
prices)
Q1 Q2 Q3 Q4
Quarters Q1 Q2 Q3 Q4 (E) (F) (F)
(E) (F) (F) (F)
GDP at market prices
6.7 5.6 6.2 7.4 6.5* 7.8* 6.7 6.6 6.3 6.5 6.7
(in %)
F- Forecasted; E- Estimated
Source: RBI, ICRA Analytics
Gross Value Added growth in India
Table: Real Growth in Gross Value Added in the past 5 years
FY 2024 FY 2025
Real GVA Growth (%) FY 2021 FY 2022 FY 2023
(FRE) (PE)
Agriculture, Forestry and Fishing 4 4.6 6.3 2.7 4.6
Industry 1.1 9.6 -0.0 11.0 4.5
Mining and Quarrying -8.2 6.3 3.4 3.2 2.7
Manufacturing 3.1 10.0 -1.7 12.3 4.5
Electricity, Gas, Water Supply and Other Utility
-4.2 10.3 10.8 8.6 5.9
Services
Services -7.9 10.6 10.2 9.2 7.9
Construction -4.6 19.9 9.1 10.4 9.4
Trade, Hotels, Transport, Communication and
-19.9 15.2 12.3 7.5 6.1
Services Related to Broadcasting
Financial, Real Estate and Professional Services 1.9 5.7 10.8 10.3 7.2
Public Administration, Defence and Other
-7.6 7.5 6.6 8.8 8.9
Services
GVA at Basic Prices -4.1 9.4 7.2 8.6 6.4
Source: RBI, ICRA Analytics
FRE-First Revised Estimates
PE- Provisional Estimates
India's real Gross Value Added (GVA) growth for the fiscal year 2024–25 (FY2025) is estimated at 6.4%,
according to provisional estimates released by the National Statistical Office (NSO) on 30th May, 2025. This marks
a moderation from the 8.6% growth recorded in FY2024.
The agriculture and allied sector have become a key contributor to economic growth, with real Gross Value Added
(GVA) projected to increase by 4.6% in FY25, up from 2.7% in FY24. At the same time, the construction sector
is expected to register a robust 9.4% growth, driven by accelerated infrastructure development. Likewise, the
financial, real estate, and professional services sector is projected to grow by 7.9%, reflecting strong momentum
in business and real estate activities. These sectoral trends suggest that while overall GVA growth has moderated,
agriculture showed strong growth momentum while construction and services continue to exhibit strong
performance, contributing positively to the economy's resilience.
160Trends in Industrial growth
Aided by strong corporate profits on the back of reduced input cost pressures and government support in
promotion of manufacturing in India through various schemes such as Make in India, Startup India, Digital India,
etc, led to healthy growth in Index of Industrial Production (IIP). Industrial output reported expansion of 4.0% in
FY2025 as compared to 5.9% in the preceding year (i.e. FY2024). Led by electrical equipment, transport
equipment, furniture and basic metals, 17 of 23 industry groups recorded y-o-y expansion in the manufacturing
space. Moreover, while considering user-based classification all categories reported year over year growth. Going
forward, India’s manufacturing sector is expected to reach USD 1 trillion by FY2025-26, mainly led by
investments in automobile, textiles and electronics industries.
Chart: Movement in Index of Industrial Production and its Components (Base : 2011-12 = 100)
180
153
160 147
139
140 132 16 17
118 15
14 117
120 112
13 106
102
100
91
80
60
40
20
15 16 17 19 19
0
FY2021 FY2022 FY2023 FY2024 FY2025
Mining & Quarrying Manufacturing Electricity General
Source: PIB, RBI, ICRA Analytics
Chart: Index of Industrial Production - Use-Based Classification (Base : 2011-12 = 100)
180
153
160 147
139
132
140 23
118 24
23
120 22 16
15
22 15
100 15 23
22
13 20
18
80
15 27 28
26
60 25
21 7 8 9 9
40 6
20 40 44 47 50 52
0
FY2021 FY2022 FY2023 FY2024 FY2025
Primary goods Capital goods
Intermediate goods Infrastructure/ construction goods
Consumer durables Consumer nondurables
Index of Industrial Production
Source: RBI, ICRA Analytics
161PMI trends across manufacturing sector in India
70
65
60 56.4 57.2 58.7 57.8 57.7 58.6 57.5 56 56.5 56.9 59.1 58.8 57.5 58.3 58.1 57.5 56.5 57.5 56.5 56.4 57.7 56.3 58.1 58.2 57.6
55.4 55.3 55.5 54.9
55
50
45
40
3 3 3 3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 4 4 5 5 5 5 5
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
-n
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a M
-n
u J
-lu
J
-g
u A
-p
e S
-t
c O
-v
o N
-c
e D
-n
a J
-b
e F
-r
a M
-r
p A
-y
a M
Source: CMIE, ICRA Analytics
India is keen to expand its manufacturing sector, with a focus on diversifying into newer lines of production,
advancing the industrial capacity of traditional sectors like automobiles, and establishing a globally competitive
domestic supply chain ecosystem.
The manufacturing sector has gained momentum, driven by new investments and a strategic move by several
foreign manufacturing firms to diversify their operations across multiple markets. Manufacturing sector is
expected to gain further traction in FY2026 supported by improvement in domestic demand, higher capacity
utilization, healthy balance sheets of corporates and banks, and consumer and business optimism. The
government's focus on widening the manufacturing base and the policy support through the ongoing PLI scheme
and National Manufacturing Mission announced in the Union Budget 2025-26 is expected to further strengthen
‘Make in India' initiative, according to the RBI annual report.
The PMI is a key indicator of the health of the manufacturing sector, with values above 50 indicating expansion.
India's manufacturing sector has shown resilience, particularly with a strong rebound after the pandemic-induced
contraction in 2020. The sector continues to exhibit robust growth into 2025, supported by strong demand and
increased production.
During 2024, the peak was achieved during March’24 at 59.1 while a slight slowdown was obtained at 56.4 during
Dec’24. Going forward in 2025, the whole year seems to maintain a strong growth momentum owing to continued
strong performance indicted by the index numbers till May’25.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
162Review of inflation in India
Chart: CPI trend over the past ten years, FY2016-FY2025
250 12.0%
9.9%
9.5%
10.0%
200
8.0%
6.7%
150 6.0% 6.2%
5.5% 5.4% 6.0%
4.9% 4.5% 4.8% 4.6%
100 4.0%
3.6% 3.4%
4.0%
50
2.0%
102.5 112.2 118.9 124.7 130.3 135 139.6 146.3 155.3 163.8 174.7 184.1 192.6
0 0.0%
FY2013FY2014FY2015FY2016FY2017FY2018FY2019FY2020FY2021FY2022FY2023FY2024FY2025FY2026
(F)
CPI- Annual Average CPI-Combined Index CPI- Annual Average y-o-y growth (in %)
Source: RBI, MOSPI, ICRA Analytics
Chart: Monthly CPI trend over the past two years (in %)
CPI
8
7.4
6.8
7
6.2
6 5.6 5.7 5.5 5.5
5 4.7 4.9 5 4.9 5.1 5.1 4.9 4.8 4.8 5.1 5.2
4.3 4.3
4 3.6 3.7 3.6
3.3
3.2
2.8
3
2
1
0
3 3 3 3 3 3 3 3 3 4 4 4 4 4 4 4 4 4 4 4 4 5 5 5 5 5
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
- - - - - - - - - - - - - - - - - - - - - - - - - -
r y n l g p t v c n b r r y n l g p t v c n b r r y
p a u u u e c o e a e a p a u u u e c o e a e a p a
A M J J A S O N D J F M A M J J A S O N D J F M A M
Source: RBI, MOSPI, ICRA Analytics
Retail inflation in India, as indicated by the Consumer Price Index (CPI), which represents the cost of daily goods
and services, retail inflation in India has followed a steady downward path over the past three financial years,
falling from 6.7% FY2023 to 5.4% during FY2024, and further to 4.6% during FY2025. This consistent
moderation highlights the combined impact of the Reserve Bank of India’s calibrated monetary policy and the
163Government of India’s focused interventions to ease supply-side constraints and stabilise prices of essential
commodities. The declining trend has helped ease cost-of-living pressures and fostered a more stable environment
for economic growth.
During May 2025, the CPI inflation ease to 2.8%, lowest level witnessed since Feb 2019, signalling robust
economic stability. Food inflation, a significant factor, decreased markedly to 0.99% in May 2025, marking the
lowest level since October 2021, a reduction of 79 basis points from April’s 1.78%. Rural regions experienced a
food inflation rate of 0.95%, whereas urban regions recorded 0.96%. This decrease is ascribed to reduced prices
for pulses, vegetables, fruits, cereals, household items, sugar, confectionery, and eggs, bolstered by a favourable
base effect.
During April 2025, the CPI inflation ease to 3.2% predominantly led by ease in food and beverage subgroup
followed by pan, tobacco, and intoxicants to a mild extent.
Significantly, the year-on-year inflation rate for March 2025 fell to 3.34%, a reduction of 27 basis points from
February 2025, marking the lowest monthly inflation rate since August 2019. These statistics reflect a continuous
commitment to controlling price increases while promoting economic development.
The strategic interventions implemented by the government have played a crucial role in achieving this result.
Among the key measures are the enhancement of buffer stocks for essential food items and their periodic release
into open markets, in addition to subsidized retail sales of staples such as rice, wheat flour, pulses, and onions.
Moreover, the simplification of import duties on vital food items, the enforcement of stricter stock limits to deter
hoarding, and the reduction of GST rates on essentials have contributed to alleviating price pressures. Targeted
subsidies, including LPG support through the Pradhan Mantri Ujjwala Yojana and the Pradhan Mantri Garib
Kalyan Anna Yojana, have shielded vulnerable households from the escalating costs of food grains, ensuring that
the advantages of reduced inflation are accessible to those who require it the most.
Table: CPI inflation forecasted by Reserve Bank of India
CPI Inflation FY2026
Q1 Q2 Q3 Q4 FY2026
% change 2.9 3.4 3.9 4.4 3.7
Source: MPC, ICRA Analytics
As of July 2025, the Reserve Bank of India (RBI) has revised its Consumer Price Index (CPI) inflation forecast
for the fiscal year 2025–26 (FY26) downward to 3.7%, from an earlier projection of 4.0%. This adjustment reflects
a sustained decline in food inflation, robust agricultural output, and favourable monsoon conditions.
Notably, it has pared the CPI inflation projection for Q1 FY2026 (+2.9% in June 2025 vs. +3.6% in April 2025)
and Q2 FY2026 (+3.4% vs.+3.9%) by a sizeable 50-70 bps. While the projection for Q3 FY2026 (+3.9% vs.
+3.8%) was revised upwards slightly, that for Q4 FY2026 was kept unchanged at 4.4%. This implies a linear
upward trajectory in inflation through the fiscal.
ICRA projects Consumer Price Index (CPI) inflation to moderate to 3.5% in FY2026, down from 4.6% in FY2025,
which is below the Monetary Policy Committee’s (MPC) updated estimate of 3.7%. While the inflation readings
for the first half of the fiscal are largely in line with their expectations, it is anticipated that those for the latter half
may fall slightly below the MPC’s projections. In their assessment, the return to a neutral policy stance sends a
clear indication of a pause, particularly when viewed alongside the unanticipated Cash Reserve Ratio (CRR)
reduction. At this point, there are no changes in the policy rate foreseen during the upcoming review in August
2025.
164Interest rate movement in India
Chart: Repo rate movement in India (on year, in percentage)
8.00%
6.75%
7.00% 6.50% 6.50%
6.25% 6.25% 6.25%
6%
6.00%
5.00% 4.40%
4% 4%
4.00%
3.00%
2.00%
1.00%
0.00%
FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Source: CMIE, ICRA Analytics
Table: Recent Repo Rate Maintained by the Reserve Bank of India
Date Repo Rate
RBI Repo Rate on 6-Jun-2025 5.50%
RBI Repo Rate on 9-Apr-2025 6.00%
RBI Repo Rate on 7-Feb-2025 6.25%
RBI Repo Rate on 6-Dec-2024 6.50%
RBI Repo Rate on 9-Oct-2024 6.50%
RBI Repo Rate on 8-Aug-2024 6.50%
RBI Repo Rate on 7-Jun-2024 6.50%
RBI Repo Rate on 5-Apr-2024 6.50%
RBI Repo Rate on 7-Feb-2024 6.25%
RBI Repo Rate on 9-April-2024 6.00%
Source: RBI, ICRA Analytics
The Monetary Policy Report for April 2025, published in conjunction with the 54th session of the Monetary Policy
Committee, demonstrates a balanced strategy by the Reserve Bank of India (RBI) aimed at fostering growth while
ensuring price stability. The choice to reduce the policy repo rate by 25 basis points to 6% is supported by a decline
in inflation, especially concerning food prices, and a gradual rebound in economic activity. With GDP growth
anticipated at 6.5% for FY2026 and inflation projected to remain within the 4% target range, the report conveys
a sense of cautious optimism in light of global uncertainties.
On the international front, strong services exports and significant remittance inflows have provided a buffer
against the merchandise trade deficit, maintaining the current account deficit at manageable levels. Additionally,
enhanced system liquidity, reduced short-term borrowing costs, and stable foreign exchange reserves highlight
the robustness of India’s financial system. The RBI has reiterated its dedication to closely observe changing
conditions and implement timely, measured actions to uphold macroeconomic and financial stability.
165• India's monetary policy over the last decade was characterized by gradual rate cuts prior to the pandemic, to
support economic growth while managing inflation. The Reserve Bank of India (RBI) then cut rates
significantly during the COVID-19 pandemic to stimulate the economy.
• However, the RBI then hiked rates in 2022 to tame price pressures and support the rupee. Rates were kept
around 2022 levels in 2023 and 2024.
• The rbi repurchase rate ended 2024 at 6.25%, compared to the end-2023 value of 6.50% and the figure a
decade earlier of 7.50%. It averaged 5.85% over the last decade.
As of April 9, 2025, the Reserve Bank of India (RBI) has lowered the repo rate by 25 basis points (bps), reducing
it to 6.00%. The reverse repo rate remains steady at 3.35%. This action represents the second-rate reduction of the
year, following the previous cut in February 2025.
In light of increasing global economic uncertainties, the new US tariffs have affected international trade flows.
The members of the Monetary Policy Committee (MPC) have unanimously agreed to decrease the repo rate to
6%, as this is anticipated to promote lending and investment, boost demand, and enhance overall economic
activity.
On June 6, 2025, the Reserve Bank of India’s Monetary Policy Committee, chaired by Governor Sanjay Malhotra,
announced a substantial repo rate reduction of 50 basis points, lowering the rate from 6.0% to 5.5%. This move
was accompanied by a shift in policy stance from “accommodative” to “neutral”, signalling that this may be the
final cut in the current easing phase.
Conclusion: Despite the improving inflation outlook, the RBI remains cautious. It flags downside risks to growth
from uncertainty about global trade post-protectionist measures, protracted geopolitical tensions and global
financial market volatility. These very factors also pose upside risks to inflation, reinforcing the need for a
balanced, watchful approach.
It said that it will continue to undertake liquidity management operations to ensure adequate liquidity in the
financial system, especially for the productive sectors of the economy.
The central bank will align its liquidity operations with the monetary policy stance, the report said. This approach
aims to maintain sufficient liquidity in the system to support key sectors that drive economic growth.
As per RBI, Reserve Bank will undertake liquidity management operations in sync with the monetary policy
stance and keep system liquidity adequate to meet the needs of the productive sectors of the economy.
GLOBAL: SHIPPING CONTAINER MARKET
The global shipping container market reached a value of US$ 20.1 Billion in CY2024, growing at a CAGR of
0.6% during CY2019–CY2024. Looking forward, it is expected the global shipping container market to grow at
a CAGR of around 6.8% during CY2025-CY2033, to reach a value of US$ 37.4 Billion by CY2033.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK.
166Chart: Global Shipping Container: Market Trend and forecast
40.0 37.4
35.5
35.0 33.5
30.8 31.6
29.6
30.0 27.6
25.7
$ S 25.0 22.1 23.9
U 21.1
n 19.5 20.0 20.1
o 20.0
illib
13.6
n
15.0
i
10.0
5.0
-
CY2019CY2020CY2021CY2022CY2023CY2024CY2025CY2026CY2027CY2028CY2029CY2030CY2031CY2032CY2033
F F F F F F F F F
Axis Title
Source: IMARC, ICRA Analytics
The market has been witnessing steady growth, driven by factors such as globalization and international trade, the
expansion of the e-commerce sector, increasing adoption of alternative fuels and energy-efficient technologies in
shipping and transport systems, and the ongoing development of global infrastructure.
In CY2022–CY2023, the container shipping market experienced a return of freight rates to pre-pandemic levels
on most trade routes. The initial sharp decline in rates at the beginning of the year has transitioned into a gradual
but persistent decline. A slowdown in demand, compounded by still-elevated but gradually decreasing inflation in
Western economies, led to a shift in the supply-demand balance. Shipping firms with significant exposure to east-
west trade routes were most heavily impacted by this market shift.
Looking ahead, the global shipping container market is projected to grow at a CAGR of approximately 6.8%
during CY2025–CY2033, reaching an estimated value of US$ 37.4 billion by CY2033.
Standard 40-foot containers continue to dominate the market, being the most used due to their spacious capacity,
which makes them suitable for transporting a wide range of goods. This makes them the preferred option across
numerous industries. Although the market encounters challenges—including overcapacity, environmental
sustainability concerns, and the need for harmonized regulations—there are also significant opportunities. These
include advancements in container customization, the use of eco-friendly materials, and the adoption of
automation technologies.
The outlook for the shipping container industry remains positive, supported by the ongoing growth of global trade.
Future developments will be shaped by an emphasis on sustainability and digital innovation, contributing to a
more resilient and efficient sector. Additionally, several Asian nations are easing trade barriers to promote inter-
Asian trade, which is helping bridge the gap between Far East–Europe and Far East–North America trade lanes.
As a result, global demand for containers is expected to grow across diverse end-user segments.
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167Market Breakup by Region - Global Shipping Container (in billion USD)
CAGR
CY20 CY20 CY20 CY20 CY20 CY20 CY20 CY20 CY20
Region (CY2024-
25 F 26 F 27 F 28 F 29 F 30 F 31 F 32 F 33 F
CY2033F)
Asia
12.1 12.9 13.8 14.7 15.6 16.5 17.3 18.1 19.0 5.8%
Pacific
North
4.5 5.0 5.5 6.0 6.5 7.1 7.7 8.3 8.9 8.9%
America
Europe 3.4 3.7 4.0 4.4 4.7 5.1 5.4 5.8 6.2 7.7%
Latin
1.3 1.4 1.5 1.6 1.7 1.7 1.8 1.9 2.0 5.6%
America
Middle
0.5 0.5 0.6 0.6 0.7 0.7 0.7 0.8 0.8 6.5%
East
Africa 0.3 0.4 0.4 0.4 0.5 0.5 0.5 0.6 0.6 8.2%
Total 22.1 23.9 25.7 27.6 29.6 31.6 33.5 35.5 37.4 6.8%
Source: IMARC, ICRA Analytics
Chart: Global Shipping Container Market: Breakup by Region (%), CY2025
Middle East Africa
Latin America 2% 2%
6%
Europe
15%
Asia Pacific
55%
North America
20%
Source: IMARC, ICRA Analytics
During CY2024, APAC represented the most popular region, accounting for a share of 55% of the total market.
APAC was followed by North America at ~20%, Europe at ~15%, Latin America at ~6%, Middle East at ~2%,
and Africa at ~2%.
168Global: Market Breakup by Type
ISO Shipping Container
Sales Value (in Billion US$)
35.0
31.9
29.6
30.0
27.6
26.0
24.2 24.2
25.0
22.5
20.8
19.2
20.0
17.7
15.3 15.6 16.5 16.1
15.0
10.9
10.0
5.0
-
Source: IMARC, ICRA Analytics
The global ISO shipping container market reached a valuation of USD 16.1 billion in CY2024, registering a
compound annual growth rate (CAGR) of 1.0% over the period CY2019–CY2024.
ISO containers are standardized freight containers constructed from corrugated steel, designed to meet durability
standards for intermodal transport across ships, railways, and trucks. A typical ISO container measures 8 feet in
width, 8.5 feet in height, and comes in 20-foot or 40-foot lengths.
Asia-Pacific (APAC) currently holds the largest share of the global ISO container market, followed by North
America and Europe. Presently, there are more than 20 million ISO-standard containers in circulation, accounting
for the movement of 80% of global trade via road, rail, and air. ISO container capacity is typically measured in
twenty-foot equivalent units (TEUs).
ISO containers have also been effectively used during natural disasters, offering a practical solution for delivering
medical services in areas lacking conventional hospital infrastructure. During the Covid-19 pandemic, freight
containers served as facilities for testing, sample collection, and vaccinations.
Looking ahead, the ISO shipping container market is projected to grow at a CAGR of approximately 7.6% during
CY2025–CY2033, reaching a market size of USD 31.9 billion by CY2033.
ISO containers are increasingly being repurposed to create stylish and compact dining venues, such as restaurants,
bistros, and cafes, especially in space-constrained areas. They are also used as cost-effective alternatives to brick-
and-mortar schools in underdeveloped or remote regions.
A 20-foot container is well-suited for smaller shipments, such as the contents of a one to two-bedroom apartment
or a small to mid-sized vehicle.
169A 40-foot container is ideal for larger shipments, including the contents of a three to four-bedroom home, larger
vehicles, or high-volume commercial goods.
Additionally, the adoption of digital technologies and Internet of Things (IoT) solutions is reshaping the market
landscape. The emergence of smart containers, equipped with sensors for monitoring location, temperature,
humidity, and other variables, is expected to further accelerate market growth in the coming years.
High Cube Shipping Container Market
Sales Value (in Billion US$)
25.0
19.7
20.0 18.4
17.2
16.1
14.9
14.4
15.0 13.8
12.7
11.7
10.7
10.0 8.9 9.2 9.9 9.7
6.5
5.0
-
Source: IMARC, ICRA Analytics
The global high cube container market reached a valuation of USD 9.7 billion in CY2024, registering a compound
annual growth rate (CAGR) of 1.6% between CY2019 and CY2024.
Structurally, high cube containers are 30 cm taller than standard containers, providing additional vertical space
ideal for transporting larger or high-volume cargo. These containers are well-suited for hauling bulky items such
as heavy machinery, furniture, and oil. Common sizes include 20 ft, 30 ft, 40 ft and 45 ft, with the 20 ft dry high
cube container seeing the highest demand.
Cargo handling within these containers requires that loads be mounted using multiple lashing rings, both from the
top ends and bottom cross sides. To accommodate 40 ft high cube containers on a gooseneck chassis,
manufacturers incorporate a recessed or indented floor design that enables proper container placement.
Technological progress in the production of high cube containers has become a significant contributor to market
expansion. Contemporary high cube containers are increasingly built using advanced materials and are equipped
with innovative features that enhance their strength, security, and operational efficiency, thereby boosting their
demand and accelerating market growth.
Looking ahead, the global high cube container market is projected to grow at a CAGR of approximately 7.9%
during CY2025–CY2033, reaching an estimated value of USD 19.7 billion by CY2033.
With the continued expansion and evolution of global trade, there is a growing need for efficient shipping
solutions, which has led to an increased adoption of high cube containers in international logistics.
170These containers can transport large-volume cargo from point of origin to final destination. Designed with
numerous lashing rings, high cube containers can support loads of up to 1,000 kg, helping maintain balance and
center of gravity, thereby facilitating safer and more efficient loading/unloading in freight ships and trains.
The extra interior space of high cube containers allows the transport of greater quantities of goods in a single
shipment, making them particularly advantageous for e-commerce businesses that need to fulfil tight delivery
schedules and handle substantial inventories.
Moreover, the versatility of high cube containers, which can be easily repurposed into storage units, adds to their
value, especially in the expanding e-commerce sector, further propelling market growth in the coming years.
Open Top Shipping Container Market
Sales Value (in Billion US$)
4.0
3.4
3.5 3.3
3.2 3.1
3.0
3.0 2.8
2.7
2.5
2.5 2.3
2.1 2.1 2.2 2.0 2.2
2.0
1.4
1.5
1.0
0.5
-
Source: IMARC, ICRA Analytics
The global open top container market reached a value of USD 2.0 billion in CY2024, reflecting a decline in
compound annual growth rate (CAGR) at -0.4% during the period CY2019–CY2024.
An open top container is available in 20-foot and 40-foot sizes, with its distinguishing feature being the open roof,
which is typically covered with a tarpaulin when needed.
These containers generally incur higher shipping costs compared to standard containers, due to their limited
availability and the challenges associated with repositioning them once they reach their destination ports (often
returned empty).
A 20-foot open top container can carry loads of approximately 30 tons, while a 40-foot version can handle around
32 tons.
Automobile manufacturers use open top containers to ship oversized vehicle components that cannot fit into
conventional containers. They are also widely used in transporting construction equipment, steel structures, and
other large or heavy materials. In addition, open top containers provide the flexibility needed for handling
specialized items, such as industrial machinery, which require unique loading and unloading processes.
Looking ahead, the global open top container market is projected to grow at a CAGR of approximately 5.8%
during 2025–2033, reaching an estimated value of USD 3.42 billion by 2033.
171Open-top containers are among the most used shipping methods in processing industries and for transporting large
volumes of oversized machinery and equipment. Their open structure allows easy access for loading and
unloading irregularly shaped or loose materials.
These containers are also highly suitable for transporting a variety of agricultural products, including grain and
hay bales.
The open top container market is expected to continue progressing, with innovations aimed at enhancing cargo
security and resistance to weather conditions. Manufacturers are focusing on the development of stronger and
more durable tarpaulins and protective coverings to safeguard goods during transport.
In addition, advances in tracking technologies are improving cargo monitoring, helping reduce theft risks and
allowing for more efficient route optimization. With the continued expansion of global trade, demand for offshore
open top containers as a critical component of sea freight transport is anticipated to rise steadily.
Special Shipping Container Market
Sales Value (in Billion US$)
4.5
4.0
4.0
3.6
3.5 3.4
3.1
3.0
2.9
3.0
2.7
2.5
2.5 2.3
2.1
2.0 1.9
2.0 1.7 1.7
1.5
1.2
1.0
0.5
-
Source: IMARC, ICRA Analytics
The global special container market reached a value of USD 1.75 billion in CY2024, recording a compound annual
growth rate (CAGR) of 0.6% from CY2019 to CY2024.
This segment includes various container types such as truck containers, flat rack containers, BESS containers,
cement tank containers, among others. Among these, the flat rack container holds the largest market share,
followed by cement tank containers and BESS containers.
Flat rack containers are designed with bulkheads at each end and no side walls, allowing cargo to extend beyond
the container’s width during transport. These are typically available in two sizes: 20 feet and 40 feet, with the
selection based on the dimensions of the cargo.
BESS (Battery Energy Storage System) containers are modular, compact, and portable units, engineered to house
all components of a battery storage system within a standardized container format.
172A cement tank container is built with an ISO 20-foot frame, generally offering a bulk capacity of 22,000 litres to
26,000 litres. These are purpose-designed for the safe transport of dry bulk goods such as cement, limestone, and
fly ash powder across rail, road, and maritime routes.
Looking ahead, the global special container market is projected to grow at a CAGR of approximately 8.0% during
CY2025–CY2033, reaching an estimated value of USD 3.6 billion by CY2033.
BESS containers offer the advantage of rapid relocation and deployment according to demand, making them
highly effective for temporary energy requirements or emergency situations, such as post-disaster recovery. Their
flexibility positions them as a reliable solution for backup power supply.
Multiple BESS units can be connected and operated together, enabling increased storage capacity and greater
operational flexibility. This scalability allows these systems to be customized and expanded as needed, making
them well-suited for large-scale energy storage and management applications.
As infrastructure projects and resource exploration continue to expand, particularly in developing economies, the
demand for flat rack containers is expected to rise. The performance of these sectors is often tied to economic
growth cycles, and their ongoing upward momentum creates a strong foundation for the growth of the flat rack
container market.
Market Breakup by Region and Country (Europe and Africa)
Europe
Europe Shipping Container - Market Trend and Forecast
Chart: Europe: Shipping Container Market: Sales Value (in Billion US$), CY2019-CY2024
Sales Value (in Billion US$)
5.00
4.6
4.50
4.00
3.50 3.2
3.1
2.9 2.9
3.00
2.50
2.1
2.00
1.50
1.00
0.50
-
2019 2020 2021 2022 2023 2024
Source: IMARC, ICRA Analytics
• In CY2024, the Europe shipping container market attained a valuation of US$ 3.07 Billion, experiencing a
compound annual growth rate (CAGR) of 1.4% from CY2019 to CY2024.
• The Europe shipping container market is being propelled by rapid globalization and economic expansion, an
increasing demand for goods, improvements in transportation infrastructure, and heightened trade activities.
173• In CY2023, the total gross weight of goods processed by EU ports was estimated at 3.4 billion tonnes,
reflecting a decrease compared to CY2022 (-3.9%). This reduction in goods handled can primarily be linked
to the restrictions imposed on goods transport with Russia following its military actions against Ukraine.
Although there was a recovery following the significant decline noted in CY2020, likely due to the COVID-
19 pandemic and the ensuing restrictions implemented in the EU and globally, the levels recorded in CY2022
were still marginally lower than those seen in CY2018.
• In CY2023, the Netherlands continued to be the leading country for maritime freight transport in Europe.
Rotterdam, Antwerp-Bruges, and Hamburg retained their status as the top three ports in Europe for that year.
Chart: Europe: Shipping Container Market Forecast: Sales Value (in Billion US$), CY2025-CY2033
Sales Value (in Billion US$)
7.00
6.2
5.8
6.00
5.4
5.1
5.00 4.7
4.4
4.0
4.00 3.7
3.4
3.00
2.00
1.00
-
2025 2026 2027 2028 2029 2030 2031 2032 2033
Source: IMARC, ICRA Analytics
• Looking ahead, it is anticipated that the shipping container market in Europe will experience a compound
annual growth rate (CAGR) of approximately 7.7% from CY2025 to CY2033, ultimately reaching a valuation
of US$ 6.17 Billion by the year CY2033.
• Given that Europe is a significant hub for both exporting and importing goods, the demand for shipping
containers remains robust, fuelled by sectors such as automotive, machinery, and consumer electronics.
• Furthermore, the growing inclination towards containerization, owing to its cost-effectiveness and efficiency,
plays a crucial role in driving market expansion. In addition, the surge in e-commerce further intensifies
demand, as companies seek dependable and scalable logistics solutions to cater to the increasing requirements
of online shoppers, thereby advancing the shipping container market in Europe.
• The extensive utilization of shipping containers for transporting industrial raw materials and manufactured
products, including metals, minerals, oil and gas, chemicals, machinery, automobiles, aircraft components,
and more, is expected to significantly boost the demand for shipping containers.
174Europe Shipping Container - Market Breakup by Country
Chart: Europe: Shipping Container Market: Breakup by Country (%), CY2024
Market Breakup by Country (%), 2024
27.8% 24.9%
7.3%
17.7%
10.0%
12.3%
Germany France UK Netherlands Russia Rest of Europe
Source: IMARC, ICRA Analytics
• In 2024, Germany represented the most popular country, accounting for a share of 24.9% of the total market.
Germany was followed by France (17.7%), U.K (12.3%), Netherland (10.0%), and Russia (7.3%).
• Rest of European countries accounted for 27.8%.
Africa
Africa Shipping Container - Market Trend and Forecast
Chart: Africa: Shipping Container Market: Sales Value (in Billion US$), CY2019-CY2024
Sales Value (in Billion US$)
0.50
0.45 0.4
0.40
0.35
0.3 0.3
0.30 0.3 0.3
0.25
0.2
0.20
0.15
0.10
0.05
-
2019 2020 2021 2022 2023 2024
Source: IMARC, ICRA Analytics
• The Africa shipping container market attained a valuation of US$ 0.29 Billion in CY2024, experiencing a
compound annual growth rate (CAGR) of 1.8% from CY2019 to CY2024.
175• Over the last decade, the African continent has undergone a significant transformation in its logistics and
transportation sector, with container shipping serving a crucial role in this changing narrative. As global trade
dynamics evolve and the world becomes more interconnected, Africa has positioned itself as a strategic centre
for container shipping, opening up new pathways for economic development and integration.
• As per the most recent statistics from the African Development Bank, the volume of container units transiting
through African ports surged by nearly 50%, increasing from 24.5 million to 35.8 million between CY2011
and CY2021.
• Furthermore, according to the latest figures from UN Trade and Development (UNCTAD), the number of port
calls made by container vessels in Africa grew by 20% between the first half of CY2018 and the first half of
CY2023, representing a record increase for the continent.
Chart: Africa: Shipping Container Market Forecast: Sales Value (in Billion US$), CY2025-CY2033
Sales Value (in Billion US$)
0.70
0.6
0.60 0.6
0.5
0.5
0.50 0.5
0.4
0.4
0.40
0.4
0.3
0.30
0.20
0.10
-
2025 2026 2027 2028 2029 2030 2031 2032 2033
Source: IMARC, ICRA Analytics
• Looking ahead, it is anticipated that the Africa shipping container market will experience a compound annual
growth rate (CAGR) of approximately 8.2% from CY2025 to CY2033, ultimately reaching a valuation of US$
0.61 Billion by the year CY2033.
• The current state of container shipping in Africa reveals a multifaceted scenario characterized by both obstacles
and opportunities. Most African ports are presently functioning beyond their intended capacity, resulting in
significant congestion problems that afflict the industry. Operational irregularities, primarily stemming from
increasing cargo volumes, insufficient resources, inefficiencies, and corruption, are prevalent in numerous
facilities. This situation is particularly evident in West African ports, where the rapid increase in cargo flow
exerts pressure on facilities that require substantial enhancements, such as deeper draughts, expanded wharf
space, modernized equipment, and larger container storage capacities.
• As reported by Sinay, African ports such as the Lagos Port Complex (Apapa Port Complex) in Nigeria,
recognized as one of the busiest in West Africa, encounter difficulties due to outdated infrastructure and limited
capacity, which contribute to considerable congestion and prolonged waiting periods for vessels. Likewise,
the Port of Mombasa in Kenya, an essential hub for East African trade, faces challenges related to aging
infrastructure and sluggish expansion initiatives, leading to delays in cargo processing and heightened
congestion.
176Africa Shipping Container - Market Breakup by Country
Chart: Africa: Shipping Container Market: Breakup by Country (%), CY2024
Market Breakup by Country (%), 2024
27.4%
4.6% 60.5%
7.5%
South Africa Egypt Kenya Others
Source: IMARC, ICRA Analytics
• In 2024, South Africa represented the most popular country, accounting for a share of 60.5% of the total
market. South Africa was followed by Egypt (7.5%), and Kenya (4.6%).
• Rest of the countries accounted for 27.4%
GLOBAL PLASTIC EXTRUSION PLANT & ROPE MAKING MACHINERIES INDUSTRY
Global Plastic Extrusion Plant & Rope Making Machineries Industry: Market Trend and Forecast
Chart: Global: Plastic Extrusion Machineries Market: Sales Value (in Billion US$), CY2019-CY2024
Global Plastic Extrusion Machinery Market
8.00
6.9
7.00 6.4
5.9
6.00 5.4 5.4
$
S 5.00 4.5
U
n
o 4.00
illib
n
3.00
i
2.00
1.00
-
2019 2020 2021 2022 2023 2024
Source: IMARC, ICRA Analytics
• The worldwide market for plastic extrusion machinery attained a valuation of US$ 6.90 Billion in CY2024,
experiencing a compound annual growth rate (CAGR) of 5.0% from CY2019 to CY2024.
177• In recent years, there has been an increase in the adoption of plastic extrusion machines across multiple sectors,
attributed to their efficiency, ease of use, enhanced flexibility, and superior production quality.
• The demand for plastic extrusion plants is on the rise as global awareness of energy conservation grows. To
support market growth, manufacturers of twin-screw plastic extrusion machines are focusing more on
developing efficient and reliable equipment.
• Advances in sustainable materials and the integration of artificial intelligence are transforming production
processes, with companies such as Jwell Machinery and Cowin Extrusion leading the way.
• The plastics manufacturing sector is a global enterprise, and the over US$ 1.5 trillion trade volume among
nations in CY2023, as noted in the Global Trends report, clearly illustrates the industry's ability to satisfy
global consumer demand across various end markets, including healthcare, transportation, construction, and
consumer goods.
Chart: Global: Plastic Extrusion Machineries Market Forecast: Sales Value (in Billion US$), CY2025-
CY2033
Global Plastic Extrusion Machinery Forecast
12.00
10.3
10.0
10.00 9.2 9.6
8.8
8.5
8.1
7.7
8.00 7.4
$
S
U
n
o 6.00
illib
n
i 4.00
2.00
-
2025 2026 2027 2028 2029 2030 2031 2032 2033
Source: IMARC, ICRA Analytics
• Looking ahead, it is anticipated that the global plastic extrusion machinery market will experience a compound
annual growth rate (CAGR) of approximately 4.4% from CY2025 to 2033, ultimately reaching a valuation of
US$ 10.34 Billion by the year CY2033.
• The expansion of the global rope manufacturing machinery market is primarily fuelled by the increasing
demand for ropes utilized in both residential and commercial applications for load bearing and material
handling. As the population continues to grow, the need for residential housing units is projected to rise
significantly. As a result, the demand for wire and synthetic ropes is expected to surge, thereby driving the
demand for related machinery.
• Technological advancements are revolutionizing the global plastic extrusion sector. Automated systems
enhance the efficiency of material handling, quality control, and packaging processes, leading to improved
productivity and reduced labour expenses. Artificial intelligence (AI) contributes to production efficiency by
forecasting maintenance requirements, minimizing operational downtime, and decreasing waste through real-
time optimization of processes.
178• Additionally, manufacturers are increasingly implementing energy-efficient technologies, including optimized
extrusion methods and the use of renewable energy sources, which will further propel market growth.
INDIA: SHIPPING CONTAINER INDUSTRY
India shipping container market reached a value of US$ 361.6 Million in FY2024, growing at a CAGR of 6.3%
during FY2020–FY2025. Looking forward, we expect India shipping container market to grow at a CAGR of
around 9.3% during FY2026-FY2034, reaching a value of US$ 881.5 Million by FY2034.
Chart: Indian Shipping Container: Market Trend and forecast
Sales Value (in Million US$)
1,000.0
881.5
900.0 846.0
804.8
800.0 757.3
703.5
700.0
643.4
577.4
600.0
506.8
500.0
420.4 433.0
392.6
400.0 361.6
317.4
295.0
300.0 266.9
200.0
100.0
-
Source: IMARC, ICRA Analytics
According to data from the Ministry of Shipping, container traffic in India has shown steady growth over the past
eight years, rising from 8.20 (‘000 TEU) in FY2016 to 12.28 (‘000 TEU) in FY2024. This upward trend in
containerization—the transition from bulk cargo to containerized shipping—highlights India’s increasing
integration into global trade networks.
India’s major container ports, such as Jawaharlal Nehru Port Trust (JNPT), Mundra, and Chennai, play a vital role
as key trade gateways. Among them, JNPT, often regarded as the crown jewel of India’s port ecosystem, is the
largest container port, handling nearly 50% of the nation’s container traffic.
Located near Mumbai, JNPT benefits from its strategic positioning, modern infrastructure, robust logistics
connectivity, and ongoing capacity upgrades—factors that have made it the preferred hub for exporters and
importers alike.
In December 2024, Ocean Network Express (ONE) introduced the Indian Ocean Express service (IOX). This
newly launched service links India, Sri Lanka, and Pakistan with the North Europe region, providing customers
with enhanced service coverage across these geographies. Additionally, the service includes a transshipment route
via Colombo, designed to meet the shipping requirements of clients in East India and Bangladesh.
179As part of its efforts to bolster maritime trade infrastructure, India announced the establishment of Bharat
Container Line, a new shipping division under the aegis of the Shipping Corporation of India (SCI).
In a recent update, it has been disclosed that this key vertical is expected to operate a fleet of approximately 100
vessels, including chartered ships, which will support a substantial share of India’s export logistics. While the
exact launch timeline has not yet been confirmed, the venture will be structured as a public-private joint initiative.
Threats and Challenges of the Indian Shipping Container Market
• Exports Face Container Crisis: India’s export sector is facing mounting pressure as soaring freight costs,
and a severe shortage of shipping containers threaten to undermine its trade ambitions. Recent disruptions
in key maritime routes, such as the Red Sea, along with port congestion and logistical inefficiencies, have
driven up shipping costs and stretched container availability to breaking point. Small and medium
enterprises, which rely on affordable and efficient logistics, are bearing the brunt of these challenges. With
rising container prices and shipping delays, exporters are struggling to stay competitive in global markets,
jeopardizing India’s broader economic goals. To safeguard its export momentum, India must urgently scale
up domestic container production and reduce its dependence on foreign shipping lines.
• Freight Costs on the Rise: Freight costs for Indian exporters have more than doubled in recent times. For
instance, shipping goods to key markets such as Europe and the United States has become significantly
more expensive, with rates for a 40-foot container reaching around US$ 4,775 in 2024, compared with just
US$ 1,420 in 2019. This is a staggering increase, driven by a combination of global supply chain
disruptions and logistical inefficiencies. The recent delays at Indian ports, largely caused by congestion at
major transshipment hubs like Singapore, have only exacerbated the problem. One major factor
contributing to the rise in freight costs is the disruption in the Red Sea region, a critical maritime route for
global trade. With ongoing geopolitical tensions in this area, the costs of shipping goods have spiraled,
putting further pressure on exporters. Compounding these issues is the US-China trade war, which could
escalate in the coming months, triggering further instability in global trade routes and inflating freight rates.
• Container Crisis Snowballs: The global shortage of shipping containers, first triggered by the COVID-
19 pandemic, remains a significant challenge for India. As the world grapples with recovering from the
supply chain shocks of the pandemic, containers remain in short supply. While there are rumors of China
hoarding containers to maximize its exports, the issue seems to be driven more by broader logistical
inefficiencies than deliberate stockpiling. Nevertheless, India’s over-reliance on Chinese-made containers
has made the country particularly vulnerable to these shortages.
India produces between 10,000 and 30,000 containers annually; a meager output compared to China’s
production of around 2.5 to 3 million containers per year. This leaves India with less than 1% of the global
market share for containers, making it reliant on imports to meet demand. Furthermore, the cost of
manufacturing a 40-foot container in India, at around US$ 3,500 to US$ 4,000, is significantly higher than
China’s cost of US$ 2,500 to US$ 3,000. This price disparity further discourages local production and
perpetuates India’s dependence on foreign suppliers.
• Port Congestion and Disruption: Vessel delays have been easing at key gateways in North and Southeast
Asia, including Singapore, Ningbo, Qingdao and Klang in Malaysia and equipment availability is
improving, but congestion is spreading to India. India’s largest container gateway, Mundra, is hugely
congested, which is affecting quay operations and the movement of containers between CFSs and
terminals, with some carriers skipping the port to enable vessels to return to Asia faster. About 50% of
Mundra’s traffic moves by rail, but backlogs for railed freight have increased from the normal 7 to 9 days
to 15 to 20 days, while a new process of issuing port entry permits appears to be a major source of
frustration, with truckers facing longer waits to move containers in and out terminals due to their inability
to secure entry permits promptly.
180Market Breakup by Size
Indian: Shipping Container Market: Breakup by Size (%), FY2025
40/45Ft
18%
20Ft
82%
Source: IMARC, ICRA Analytics
In FY2025, 20-foot containers emerged as the most widely used type, accounting for 82% of the total market
share. It plays a significant role in facilitating modern trade, offering increased storage capacity and adaptability
across various sectors. Their versatility makes them particularly suitable for small and medium enterprises (SMEs)
venturing into global markets and in need of scalable logistics solutions. Companies such as Rivigo and Delhivery
utilize these compact containers to manage frequent international shipments for SME clients.
40-foot and 45-foot containers followed, collectively holding a market share of 18%. With their larger capacity,
40-foot containers provide economies of scale, making them a cost-effective option for businesses heavily
involved in global trade operations.
Both 20-foot and 40-foot cargo containers are typically constructed from either aluminium or steel and are well-
suited for transporting all types of cargo. While aluminium containers offer a slightly higher payload capacity,
steel dry containers provide a marginally larger internal volume.
Market Breakup by Type
ISO Shipping Container
181Sales Value (in Million US$)
900.0
798.2
800.0 764.6
725.9
681.7
700.0
632.0
576.9
600.0
516.7
500.0 452.6
400.0 348.4 373.0 385.9
321.6
281.6
300.0 261.9
236.8
200.0
100.0
-
FY2020FY2021FY2022FY2023FY2024FY2025FY2026FY2027FY2028FY2029FY2030FY2031FY2032FY2033 FY
F F F F F F F F 2034 F
Source: IMARC, ICRA Analytics
The India ISO shipping container market reached a valuation of USD 321.6 million in FY2025, registering a
compound annual growth rate (CAGR) of 6.3% between FY2020 and FY2025.
Standard dry ISO containers serve as the backbone of India’s shipping sector, being highly adaptable and capable
of transporting a wide range of goods—from textiles to electronics—across domestic and international markets.
The 20-foot container enjoys strong popularity among Indian SMEs due to its compact size and cost-efficiency
for smaller shipments. It is commonly used to move goods from manufacturing hubs like Pune, Coimbatore, and
Ludhiana to major ports for export purposes.
The 40-foot container is widely employed in India’s export-driven industries, such as textile production in Tirupur
and automotive component exports from Chennai. Its larger volume makes it a preferred option for consolidating
shipments, leading to lower per-unit transport costs.
Looking ahead, the India ISO container market is projected to grow at a CAGR of around 9.5% during FY2026–
FY2034, reaching an estimated value of USD 798.2 million by FY2034.
Under the “Make in India” initiative, the government aims to promote domestic container manufacturing, with a
dedicated production cluster established in Bhavnagar, Gujarat.
According to the Global Trade Research Initiative (GTRI), India currently produces between 10,000 and 30,000
containers annually, largely for the domestic market.
However, India faces a significant cost disadvantage—manufacturing a 40-foot container in India costs roughly
USD 1,000 more than in China, resulting in Indian-made containers being around 25% more expensive.
To address this disparity, GTRI has proposed introducing financial incentives, subsidies, and infrastructure
investments to improve cost competitiveness in India’s container manufacturing industry.
High Cube Container
182Sales Value (in Million US$)
400.0
351.4
350.0 333.4
314.0
292.6
300.0
269.1
243.7
250.0
216.5
188.2
200.0
159.2
149.8
150.0 138.7 131.6
111.0 106.3
92.4
100.0
50.0
-
Source: IMARC, ICRA Analytics
The India high cube container market reached a value of USD 131.6 million in FY2025, registering a compound
annual growth rate (CAGR) of 7.3% during FY2020–FY2025.
The 40-foot-high cube container is widely utilized for transporting cargo that requires additional volume capacity,
offering 10 cubic meters more space compared to a standard 40-foot container. These containers are commonly
used for shipping a variety of general or dry cargo, and their size makes them ideal for storing or moving bulky
or high-volume goods that may not fit into smaller containers.
In a landmark event, Kerala welcomed MSC IRINA, the largest container ship to dock at any South Asian port.
With dimensions of 399.9 meters in length and 61.3 meters in width, and a capacity of 24,346 TEUs, its arrival at
Vizhinjam Port signifies a milestone for India's maritime landscape and reinforces the country's status as an
emerging global transshipment hub.
Looking ahead, the India high cube container market is projected to grow at a CAGR of around 10.4% during
FY2026–FY2034, reaching an estimated value of USD 351.4 million by FY2034.
The growing popularity of high cube containers in India's e-commerce sector is driven by the need for efficient
transport of large quantities of consumer goods from centralized warehouses to distribution centers across the
country.
Additionally, India's expanding economy and rising levels of international trade have contributed to increased
containerized cargo movement.
Major ports such as Jawaharlal Nehru Port Trust (JNPT) near Mumbai, Mundra Port in Gujarat, and Chennai Port
in Tamil Nadu handle a substantial share of the country’s container traffic.
According to the Indian Ports Association, container volumes at major ports have demonstrated consistent growth,
underscoring India's increasing prominence in global trade. This progress is further supported by initiatives like
the Sagarmala project, which aims to modernize port infrastructure and boost overall capacity.
Open Top Container
183Sales Value (in Million US$)
90.0
77.5
80.0 74.7
71.4
67.5
70.0
63.0
57.9
60.0
52.3
50.0 46.1
38.3 39.6
40.0 35.6
33.2
28.7
30.0 27.0
24.0
20.0
10.0
-
FY2020FY2021FY2022FY2023FY2024FY2025FY2026FY2027FY2028FY2029FY2030FY2031FY2032FY2033 FY
F F F F F F F F 2034 F
Source: IMARC, ICRA Analytics
The India open top container market reached a value of USD 27.0 million in FY2025, registering a compound
annual growth rate (CAGR) of 6.7% between FY2020 and FY2025.
Open top containers play a vital role in India's stone export sector, facilitating the easy loading of heavy marble
and granite blocks sourced from quarries in Rajasthan and Karnataka. These containers are compatible with
multiple transport modes, including rail and road.
A 20-foot open top container is best suited for tall or irregularly shaped cargo that cannot be easily loaded through
side doors. They are commonly used to transport marble from Rajasthan or granite from Karnataka. In contrast, a
40-foot open top container is ideal for large machinery or oversized equipment, making it valuable in construction
projects for moving long structural materials.
Leading market players have established a strong presence through the development of robust logistics networks
and the adoption of advanced technologies such as IoT and real-time tracking solutions, which are driving further
demand for open top containers across India.
Looking ahead, the India open top container market is projected to grow at a CAGR of around 8.8% during
FY2026–FY2034, reaching a value of USD 77.5 million by FY2034.
The rising popularity of container leasing companies in India aligns with the rapid growth of the logistics industry,
fueling increased utilization of open top containers. Firms such as Triton and APPL Containers Ltd. offer flexible
leasing options, including short- and long-term agreements tailored to meet diverse client needs.
However, due to intensifying competition, companies continuously seek innovative ways to differentiate
themselves in the market.
For instance, some container leasing providers have begun utilizing blockchain technology to manage and monitor
container logistics, which helps reduce operational costs and enhances transparency. Additionally, many have
developed digital platforms enabling customers to book containers, track shipments, and receive real-time updates
on container movements.
184Special Container
Sales Value (in Million US$)
70.0 66.0
62.2
58.2
60.0
53.9
49.2
50.0
44.2
39.1
40.0
33.7
28.3
30.0 26.1
24.0 23.3
19.1 18.7
20.0 15.8
10.0
-
FY2020FY2021FY2022FY2023FY2024FY2025FY2026FY2027FY2028FY2029FY2030FY2031FY2032FY2033 FY
F F F F F F F F 2034 F
Source: IMARC, ICRA Analytics
The India special container market reached a value of USD 23.3 million in FY2025, recording a compound annual
growth rate (CAGR) of 8.1% during FY2020–FY2025.
While standard containers are designed to handle a broad spectrum of cargo, special containers serve more specific
needs, such as transporting temperature-sensitive goods or oversized equipment. These containers are essential to
supporting India’s diverse export landscape.
Among the most prominent types are flat rack containers, which are increasingly important in India’s expanding
renewable energy industry, especially for transporting large components used in wind and solar projects. These
are typically available in 20-foot and 40-foot configurations.
Additionally, tank containers are critical to the chemical and edible oil sectors, offering safe and efficient solutions
for transporting liquid cargo from manufacturing hubs to domestic and export markets.
Looking ahead, the India special container market is projected to grow at a CAGR of approximately 11.1% during
FY2026–FY2034, reaching an estimated value of USD 66.0 million by FY2034.
A 40-foot flat rack container is built to handle payloads of up to 40,000 kg, making it ideal for heavier and bulkier
cargo, while the 20-foot version supports a payload capacity of 30,140 kg.
For companies reliant on road-based logistics, truck containers provide a tailored solution for efficiently moving
goods over long distances. These containers are widely used in industries such as food distribution, automotive
transport, and specialized freight, ensuring secure and reliable cargo delivery across diverse routes.
As India continues to enhance its standing in international trade, the need for specialized container types is
expected to grow. Businesses that stay updated on container innovations and choose wisely based on cargo
requirements will be better equipped to compete in both domestic and global markets.
Technological Advancements
➢ Port Modernization and Expansion:
185• Automation and equipment upgrades: Major Indian ports such as JNPT and Mundra have integrated
automated ship-to-shore cranes, rubber-tired gantry cranes (RTGCs), and other advanced cargo handling
technologies to enhance operational efficiency. These systems facilitate faster container loading and
unloading, significantly reducing vessel turnaround times.
• Deeper berths and handling of larger vessels: In alignment with the Sagarmala initiative, ports across
India are undergoing berth deepening to accommodate the next generation of larger container vessels,
which are becoming standard in global shipping due to economies of scale. Mundra Port, for example,
has developed a world-class infrastructure to effectively manage mega container ships.
• Development of inland waterways: As part of Sagarmala, efforts are being made to integrate ports with
India's inland waterway systems, supporting multimodal logistics and easing the burden on the traditional
road and rail networks.
➢ Deployment of Digital Solutions:
• Port Community System (PCS) 1x: This comprehensive digital interface serves as a unified
communication platform for all maritime stakeholders, including shipping companies, port authorities,
customs, and freight forwarders. PCS 1x enables real-time cargo tracking, e-invoicing, and automated
document processing, leading to fewer manual errors and faster clearance procedures.
• RFID and geofencing technologies: Radio Frequency Identification (RFID) tags are used to ensure
accurate and real-time monitoring of cargo movements, while geofencing systems track the entry and
exit of cargo and vehicles within port boundaries. These innovations help reduce congestion and improve
cargo flow efficiency.
• AI and predictive analytics: Indian ports are gradually incorporating artificial intelligence tools for
predictive maintenance, equipment monitoring, and demand forecasting. These technologies support
better resource management, lower operational costs, and minimized equipment downtime.
• Blockchain for supply chain transparency: Several pilot programs are exploring the use of blockchain
technology to establish secure and tamper-proof digital records of cargo transactions. This is expected to
boost trust, enhance visibility, and reduce fraud in international trade activities.
➢ Intermodal Connectivity:
• Dedicated Freight Corridors (DFCs): The Western Dedicated Freight Corridor (WDFC) links the ports
of Gujarat and Maharashtra to northern industrial zones, offering a high-capacity, electrified rail network
capable of transporting double-stacked containers. These corridors contribute to a 40–50% reduction in
transit times, enhancing overall cargo movement efficiency.
• Inland Container Depots (ICDs) and Multimodal Logistics Parks (MMLPs): The strategic placement of
ICDs near key industrial clusters enables direct port connectivity, cutting down last-mile delivery costs.
Under the Sagarmala initiative, MMLPs are being developed to integrate road, rail, and inland water
transport, thereby streamlining logistics operations and reducing turnaround times.
• Integrated rail-road systems: Strengthened Road infrastructure and railway electrification near major
ports ensure smooth container movement. These improvements have led to the deployment of dedicated
container trains, offering cost-effective and eco-friendly solutions for cargo transport.
➢ Private Investments and Public-Private Partnerships (PPPs):
186• The Indian government’s push for private sector participation has significantly advanced port
infrastructure development through PPP frameworks. Major industry players such as Adani Ports and DP
World have invested in container terminals, cutting-edge technologies, and logistics facilities,
contributing to the rise of Mundra Port as a key container-handling hub.
• Public-Private Partnership models, including Build-Operate-Transfer (BOT) arrangements, have enabled
the creation of greenfield projects like Krishnapatnam and Dhamra, as well as the modernization of
brownfield ports such as Ennore and Kandla, enhancing their capacity and operational efficiency.
• In addition, private stakeholders are adopting sustainable practices, including the use of solar energy
systems and energy-efficient technologies, aligning with global environmental standards and promoting
eco-friendly port operations.
Impact of Macroeconomic Factors on the Container Industry
The container industry in India is a vital component of the country’s logistics and maritime ecosystem, serving as
a strong indicator of international trade trends. Various macroeconomic factors significantly influence the sector,
both directly, by shaping trade volumes, and indirectly, through their impact on cost structures, regulatory policies,
and infrastructure development. Below is a detailed overview of key macroeconomic drivers and their effects:
➢ GDP Growth and Industrial Output: Container movement is closely aligned with the pace of economic
growth. Increases in India’s GDP, particularly in industrial and manufacturing sectors, lead to higher volumes
of both exports and imports, thus driving container traffic growth. Initiatives such as “Make in India” and
Production Linked Incentive (PLI) schemes have significantly bolstered production in industries like
electronics, pharmaceuticals, and textiles, spurring demand for outbound containers—especially from
industrial regions like Gujarat, Maharashtra, and Tamil Nadu.
➢ Global Trade Dynamics and Exchange Rates: India’s container trade is deeply linked to international trade
demand and currency fluctuations. A strong rupee reduces import costs, resulting in higher inbound container
volumes, whereas a weaker rupee supports exports but also increases costs for fuel, imported logistics
equipment, and container-handling machinery, affecting operational efficiency. External factors like the
Russia-Ukraine conflict, China’s economic slowdown, and U.S. interest rate decisions have created global
trade instability, leading to container congestion or underutilization at Indian ports.
➢ Inflation and Interest Rates: Elevated inflation levels raise input costs—including fuel, labor, and
maintenance—which compress profit margins for shipping companies and terminal operators. At the same
time, higher interest rates increase capital costs, deterring investments in fleet expansion and infrastructure.
During recent inflationary periods in India, many Container Freight Stations (CFSs) and Inland Container
Depots (ICDs) faced margin pressures, and private sector investment in cold chain and container
infrastructure upgrades slowed considerably due to costlier financing.
➢ Crude Oil Prices and Bunker Fuel Costs: The container logistics sector is highly energy-dependent,
making it vulnerable to oil price volatility. Since India is a net oil importer, any surge in crude oil prices
directly affects shipping line costs. Following the COVID-19 pandemic, instability in global crude prices led
to multiple General Rate Increases (GRIs) by shipping carriers, contributing to freight rate hikes and reduced
supply chain reliability. These shifts particularly impacted SME exporters, whose competitive positioning
weakened due to unpredictable and elevated freight charges.
➢ Government Policies and Trade Agreements: Trade facilitation initiatives, streamlined customs
procedures, advancements in port digitization, and the establishment of free trade agreements (FTAs)
significantly impact the efficiency of the container logistics sector. Programs like the Sagarmala Project, PM
187Gati Shakti, and the National Logistics Policy are geared toward improving multimodal integration and
reducing logistics costs. Concurrently, FTAs with countries like the UAE and Australia, along with ongoing
negotiations with the European Union, are expected to boost containerized trade volumes, particularly for
finished products and high-value exports.
➢ Infrastructure Development and Urbanization: Effective port connectivity, warehousing solutions, and
last-mile logistics are fundamental for smooth container operations. Large-scale macroeconomic investments
in these areas have a lasting, positive impact on the container supply chain ecosystem. Privately operated
ports such as Mundra and Krishnapatnam, known for superior hinterland access and reduced turnaround
times, are increasingly gaining an edge over traditional government-operated ports like JNPT. This trend
demonstrates how modern infrastructure, backed by strategic economic planning, can alter container traffic
flows across regions.
The Indian container industry remains highly sensitive to macroeconomic factors. While global trade uncertainties
present challenges, domestic structural reforms, targeted infrastructure investments, and evolving trade
partnerships offer substantial growth opportunities. Going forward, aligning logistics policies with broader
economic objectives will be critical to improving the resilience, efficiency, and global competitiveness of this
pivotal segment of India’s supply chain and maritime economy.
Analysis of Key Regulatory Policies/Programs
Sagarmala Programme: The Sagarmala Programme, introduced in March 2015, is the premier initiative of the
Ministry of Ports, Shipping, and Waterways, aimed at transforming India’s maritime landscape. It stands as a core
component of the Maritime Amrit Kaal Vision 2047 (MAKV), which supports India's goal of becoming a global
maritime powerhouse. Building upon the Maritime India Vision 2030, MAKV outlines bold aspirations, including
the creation of 4 million GRT of shipbuilding capacity and the handling of 10 billion metric tons of port cargo
annually, with the objective of positioning India among the top five shipbuilding nations by 2047. Under the
Sagarmala framework, approximately 839 projects have been identified, with an estimated total cost of ₹5.79 lakh
crore. These projects are being implemented by central ministries, IWAI, Indian Railways, NHAI, state
governments, major ports, and other associated bodies. As of March 19, 2025, 272 projects have been completed,
representing investments of around ₹1.41 lakh crore.
The Sagarmala Programme has significantly improved port efficiency, strengthened the coastal economy,
revitalized inland water transport, and elevated India’s global logistics performance. Over the past decade, coastal
shipping has increased by 118%, Ro-Pax ferries have carried over 40 lakh passengers, and cargo movement on
inland waterways has expanded by 700%. Nine Indian ports now feature in the world’s top 100, with Vizag ranking
among the top 20 container ports globally. On several performance benchmarks, Indian ports are now surpassing
ports in many developed maritime nations.
To continue this momentum, the Government of India has launched Sagarmala 2.0, which emphasizes
shipbuilding, repair, recycling, and port modernization to strengthen India’s maritime competitiveness. With
₹40,000 crore in budgetary support, the program aims to attract a total investment of ₹12 lakh crore over the
coming decade, facilitating infrastructure enhancement, coastal economic progress, and employment generation.
In line with the vision for a Viksit Bharat and Atmanirbhar Bharat by 2047, Sagarmala 2.0 will further drive port-
led development and reinforce India's place as a maritime leader on the global stage.
Additionally, the Sagarmala Startup Innovation Initiative (S2I2), launched on March 19, 2025, is a path-breaking
effort to encourage entrepreneurship and innovation in India’s maritime sector. S2I2 provides financial support,
mentorship, and industry collaboration opportunities to startups engaged in areas such as green shipping, smart
port solutions, maritime logistics, shipbuilding technologies, and sustainable coastal development.
188PM Gati Shakti – National Master Plan for Multi-modal Connectivity: The PM Gati Shakti National Master
Plan (PMGS-NMP) was officially launched on 13th October 2021 to build a comprehensive multi-modal
connectivity infrastructure for various economic zones across the country. The Cabinet Committee on Economic
Affairs (CCEA) granted approval for its implementation on 21st October 2021, reinforcing the initiative’s role in
transforming India’s logistics landscape.
• National Logistics Policy (NLP) 2022: Progress and Key Initiatives: The National Logistics Policy (NLP)
was introduced on 17th September 2022 with the aim of accelerating India’s economic growth through
the creation of an integrated, efficient, and cost-effective logistics network. The policy targets a reduction
in logistics costs, enhancement of India’s Logistics Performance Index (LPI) ranking into the top 25
globally by 2030, and the promotion of data-centric policy-making. Implementation is spearheaded by
the Comprehensive Logistics Action Plan (CLAP), which emphasizes areas including digital logistics
infrastructure, asset standardization, skill development, collaboration with states, and EXIM logistics
enhancement.
The policy also focuses on capacity building and training initiatives in partnership with the Capacity Building
Commission (CBC). Training programs are being deployed through webinars, workshops, and digital platforms,
integrated into the Central and Administrative Training Institutes.
• State Logistics Plans (SLPs): A total of 26 States and Union Territories have adopted the NLP framework
by formulating and notifying their own State Logistics Policies, thus reinforcing the importance of
logistics within regional public planning.
• LEADS Survey: The Logistics Ease Across Different States (LEADS) survey continues to benchmark
performance across states. The fifth edition was released in December 2023, followed by the sixth edition
in January 2024, assessing infrastructure quality and service delivery at the state and UT levels.
• Unified Logistics Interface Platform (ULIP): ULIP serves as a digital integration framework, combining
33 logistics-related IT systems across 10 central ministries to foster logistics innovation. Currently, over
930 private companies are registered on ULIP, with 95 live applications and 185 signed NDAs. The
platform also incorporates GST data to enable end-to-end cargo visibility.
• Logistics Data Bank (LDB): To ensure 100% tracking of containerized EXIM cargo, the Logistics Data
Bank (LDB) was established. Leveraging RFID, IoT, Big Data, and Cloud-based technologies, LDB
delivers real-time tracking from ports to inland destinations such as ICDs, CFSs, and key logistics
touchpoints like parking plazas, toll booths, and railway networks. It offers a single-window, cloud-based
visualization system, enabling users to track cargo using only the container number.
Direct Port Delivery (DPD) and Direct Port Entry (DPE) Reforms: Direct Port Delivery (DPD) is a
transformative initiative introduced initially at the Jawaharlal Nehru Custom House (JNCH) and subsequently
extended to other CFS-based ports across India by the Central Board of Indirect Taxes and Customs (CBIC) in
September 2019. This scheme revolutionized the cargo clearance process by allowing facilitated consignments to
receive ‘out of charge’ status directly at the terminal, removing the need for containers to be transferred to
Container Freight Stations (CFSs) for completing customs formalities.
DPD has significantly contributed to enhancing the ease of doing business, trade facilitation, and cargo release
time, by eliminating redundant transport and handling at CFSs, thereby yielding notable cost savings in clearance
procedures. Effective 15.07.2021, a further advancement was implemented, shifting from an entity-based DPD
model to a Bill of Entry-based DPD, enabled by higher levels of risk-based facilitation. This transition is expected
to broaden eligibility criteria and further reduce cargo dwell times.
189The Direct Port Entry (DPE) initiative is a state-of-the-art solution facilitating the direct movement of factory-
stuffed containers to port terminals, bypassing intermediate CFS handling. It enables exporters to Gate-In export
cargo directly to the container terminal on a 24x7 basis. The facility is located over an area of 18,357 sqm inside
the Truck Parking Terminal, developed under the Sagarmala programme, and is designed to handle 18,000 TEUs
per month.
The DPE infrastructure, operated by Indian Customs in collaboration with the Central Warehousing Corporation
(CWC), provides seamless issuance of the Let Export Order (LEO) under one roof. A dedicated team of CWC and
Customs officials, working with VOC Port, offers services to Tier-II and Tier-III (AEO-certified) EXIM clients.
Both DPD and DPE reforms allow direct container movement between factories and ports, reducing the need for
intermediary handling, thereby achieving significant savings in time and logistics costs.
Impact Summary:
DPD for import containers rose from 3% in November 2016 to 40.62% in July 2018, delivering cost savings of
up to ₹15,000 per container and reducing average delivery time by 5 days. DPE for export containers increased
from 60% in April 2017 to 82.66% in July 2018, reflecting the growing adoption of this efficient logistics reform.
Trade Facilitation Measures by CBIC and ICEGATE: The Government of India has introduced several
significant measures in recent years to enhance trade facilitation, both domestically and across borders, benefitting
all stakeholders, including exporters and importers. The core of these reforms revolves around the simplification,
modernization, harmonization, and automation of trade-related procedures. The implementation of the Trade
Facilitation Agreement (TFA) since February 2017 has played a vital role in this transformation. These initiatives
focus on speeding up the movement, clearance, and release of goods, as well as fostering cooperation between
customs authorities of trading nations.
Major reforms include the rollout of the online Single Window Interface for Facilitating Trade (SWIFT), the
revamped Authorized Economic Operator (AEO) scheme, the Integrated Risk Management System (RMS), and
the Direct Port Delivery (DPD) mechanism, among other initiatives. These reforms are already delivering results
at the ground level. Exporters and importers now experience reduced time, costs, and documentation requirements
across various ports and customs stations.
With DPD, importers can now take delivery directly from the terminal as soon as goods are offloaded. Recognized
AEOs enjoy a range of benefits, including paperless filing, deferred payment of duties, and 24x7 cargo clearance.
The enhanced clearance through RMS has significantly eased the burden for importers, while exporters benefit
from faster clearance using the Direct Port Entry (DPE) facility. The National Logistics Portal (Marine), recently
launched, is helping reduce information asymmetry by integrating stakeholders across the logistics value chain.
India’s performance in Trading Across Borders (TAB) has been recognized by multiple global reports. According
to the World Bank's Doing Business Report 2020, India improved its ranking from 146th in 2018 to 68th, showing
substantial progress. In the UNESCAP Global Survey on Digital and Sustainable Trade Facilitation (2021), India’s
score rose from 78.5% in 2019 to 90.3%, making it the top performer in both the South and Southwest Asia region
(63.12%) and the Asia-Pacific region (65.85%).
On the logistics front, India also made strides in the World Bank’s Logistics Performance Index (LPI 2023), rising
six positions to rank 38 out of 139 countries. The average container dwell time in India dropped to 3 days,
outperforming countries like the UAE and South Africa (4 days), USA (7 days), and Germany (10 days). In terms
of port turnaround time, Indian ports achieved 0.9 days, which is superior to global benchmarks such as Singapore
(1.0 day), UAE (1.1 days), Germany (1.3 days), USA (1.5 days), Australia (1.7 days), and South Africa (2.8 days).
The Confederation of Indian Industry (CII) has played a proactive role in collaborating with the government to
implement these reforms and regularly channelling stakeholder feedback to policymakers. In line with this
ongoing initiative, the present report highlights the latest policy developments led by the Government of India in
190the area of trade facilitation, while also identifying opportunities for further enhancement. Key focus areas include
customs processes, infrastructure upgrades, regulatory simplification, digitization, and capacity building.
The Central Board of Indirect Taxes and Customs (CBIC), through its digital platform ICEGATE, has introduced
numerous measures aimed at enhancing the ease of doing trade. The digitization of customs processes has been a
game changer—boosting transparency and predictability at Indian container ports, which are essential factors in
attracting global shipping lines.
Inland Waterways Development (via IWAI): The Inland Waterways Authority of India (IWAI) has been
spearheading the development of National Waterways to promote cargo movement through riverine systems,
including container traffic. Established on 27 October 1986, the IWAI operates under the Ministry of Ports,
Shipping and Waterways and serves as the nodal agency responsible for the regulation, maintenance, and
development of inland waterways across the country. The Authority plays a pivotal role in policy formulation,
infrastructure creation, and ensuring ecological sustainability of water transport corridors.
India possesses a rich network of rivers, creeks, canals, and backwaters, with an estimated navigable length of
14,500 km, of which approximately 5,200 km is viable for cargo transportation. Despite this natural advantage,
the share of Inland Water Transport (IWT) in India's overall modal transport mix continues to remain relatively
low.
The IWAI recorded an all-time high in cargo movement, reporting 145.5 million tonnes in FY 2024–25, marking
a major milestone for IWT. According to the Ministry of Ports, Shipping and Waterways, the number of National
Waterways has increased from 5 to 111, and the operational length has expanded from 2,716 km to 4,894 km.
To further incentivize waterborne logistics, the government introduced the Jalvahak Scheme, offering 35%
operational cost incentives for cargo transportation along key inland routes such as NW-1, NW-2, and NW-16.
IWAI has set an ambitious goal of raising the modal share of waterways in freight transport from 2% to 5%,
aiming to handle over 200 million metric tonnes by 2030, and reaching 500 million metric tonnes by 2047, in
alignment with the Maritime India Vision 2030 and Amrit Kaal Vision 2047.
Utilizing waterways plays a critical role in reducing logistics costs, thereby enhancing the global competitiveness
of Indian exports. Studies indicate that increasing the share of IWT can lead to up to 20% savings in overall supply
chain costs, offering a major boost to trade. Additionally, diverting cargo from roadways to waterways helps
decongest highways and urban traffic zones, improves infrastructure lifespan, and reduces travel times.
From an environmental perspective, inland shipping generates far fewer greenhouse gas emissions per ton-km
than road or rail, making it a greener mode of transport. Raising IWT’s modal share from 2% to 5% could yield a
significant reduction in annual carbon emissions. Furthermore, inland routes through Bangladesh, utilizing rivers
like the Brahmaputra and Meghna, provide economical access to the Northeast, thereby enhancing both strategic
connectivity and trade integration with border states.
Policy Support:
• On July 26, 2024, the Government of India announced a revision to the Shipbuilding Financial Assistance
Policy (SBFAP). Under this initiative, financial assistance amounting to ₹337 crore (US$ 40.40 million) has
been disbursed to bolster India’s competitiveness against foreign shipyards and to rejuvenate the domestic
shipbuilding sector. Since its launch, the policy has helped secure 313 vessel orders, with a cumulative value
of approximately ₹10,500 crore (US$ 1.26 billion).
• The Union Budget for 2025–26 further strengthens this effort through the introduction of SBFAP 2.0, with a
total allocation of ₹18,090 crore (US$ 2.08 billion). This extended policy provides subsidies to Indian
shipyards, aiming to offset production costs and stimulate growth in domestic shipbuilding.
191India has established a strong policy framework to develop its container logistics industry, through synchronized
efforts in logistics reform, infrastructure development, and trade facilitation. While challenges in implementation
persist in certain areas, the overall trajectory remains decidedly growth oriented. The continued alignment of port,
customs, rail, and industrial policies will be essential to position India as a global hub for container logistics.
EXPORT-IMPORT ANALYSIS
Import Analysis
(in Billion US$)
180.0 170.1
160.0
140.0
124.3
120.2
120.0
96.2 96.7
100.0
80.0
80.0
60.0
40.0
20.0
-
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
Source: IMARC Group, ICRA Analytics
As India’s integration into global supply chains deepens, the volume of imports is increasing, creating a greater
need for efficient logistics solutions like containerized shipping.
India’s container production costs remain relatively high, ranging between US$ 3,500 and US$ 4,800 per unit,
compared to US$ 2,500 to US$ 3,500 in China. This cost disparity compels India to lease containers, primarily
from Chinese manufacturers, thereby elevating logistics costs and restricting optimal port utilization.
As reported by the Ministry of Commerce and Industry, India’s total goods imports for 2023–24 declined by 5.7%,
amounting to US$ 675.4 billion. This contraction had a corresponding impact on the volume of container imports
during the same year.
India’s reliance on imports for essential components—including electronics and machinery—continues to drive
inbound container traffic. This trend is evident in the rising value of imports, which climbed from US$ 80.0 billion
in FY2020 to US$ 124.3 billion in FY2024.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
192Export Analysis
(in Billion US$)
70.0
60.1
58.2
60.0
54.0
50.0
40.3
40.0
30.0
22.2
20.0
14.9
10.0
-
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
Source: IMARC Group, ICRA Analytics
India’s container exports have witnessed consistent growth, increasing from US$ 14.9 Billion in FY2020 to US$
54.0 Billion in FY2025. This upward trend is primarily fueled by industries such as automotive, electronics,
textiles, and pharmaceuticals, which extensively rely on containerised shipping. The surge in international demand
for these products has played a pivotal role in boosting container traffic.
Freight rates for Indian exporters have witnessed a substantial increase. For example, the cost of shipping goods
to major destinations like Europe and the United States has escalated sharply, with the rate for a 40-foot container
climbing to approximately US$ 4,775 in 2024, up from US$ 1,420 in 2019. This dramatic rise is attributed to
global supply chain disruptions and persistent logistics bottlenecks. Recent port delays in India—largely resulting
from congestion at critical transshipment hubs like Singapore—have further worsened the situation.
A significant contributor to rising freight expenses is the instability in the Red Sea region, an essential artery for
global maritime trade. Geopolitical tensions in this area have severely impacted shipping routes, leading to inflated
transportation costs and added stress for Indian exporters.
INDIA SHIPPING CONTAINER LEASING INDUSTRY
sales value (in million US$)
700
591.0
559.7
600 525.0
487.0
500 445.9
402.1
400 356.3
309.4
262.4
300 214.1 230.9 215.8
170.3 170.7
200 142.5
100
0
FY2020FY2021FY2022FY2023FY2024FY2025FY2026FY2027FY2028FY2029FY2030FY2031FY2032FY2033 FY
F F F F F F F F 2034 F
Source: IMARC Group, ICRA Analytics
193Container leasing companies in India have grown in tandem with the country’s rapid economic expansion. With
rising trade volumes, the increasing importance of intermodal transport, and the surge in e-commerce, the demand
for reliable and cost-efficient container logistics solutions has accelerated. This growth has made leasing an
attractive option compared to ownership, especially for businesses navigating fluctuating freight rates and global
supply chain disruptions. Consequently, container leasing has become a vital part of India’s logistics ecosystem.
To remain competitive in this fast-paced market, many leasing companies are adopting advanced technologies and
digital tools. Blockchain, for example, is being used to track and manage container movements, enhancing
transparency while lowering operational costs. At the same time, user-friendly online platforms now allow
customers to book containers, track shipments, and receive real-time updates, providing greater flexibility and
convenience. These innovations are helping firms differentiate themselves in a crowded industry.
Infrastructure development has also played a crucial role in driving growth. The establishment of inland container
depots (ICDs) and logistics parks has enabled smoother container movement across regions, creating a favourable
environment for leasing companies. Port infrastructure upgrades have attracted international players and
encouraged diverse leasing models, from short-term rentals to long-term contracts. Between FY2020 and FY2025,
the market reached a value of US$ 215.8 million, growing at a CAGR of 8.7%. Looking ahead, it is projected to
reach US$ 591.0 million by FY2034, with an even higher CAGR of 10.7%.
India’s ports are witnessing significant activity, further boosting leasing demand. In February 2023, cargo traffic
at major ports rose by 11.79%, with the Jawaharlal Nehru Port Authority and Mumbai Port showing particularly
strong increases. Data from Container xChange also indicates higher inbound box volumes at Nhava Sheva,
Mundra, and Chennai ports in 2023 compared to the previous year, pushing up the container availability index.
Meanwhile, new projects like the Vizhinjam International Transhipment Deepwater Multipurpose Seaport in
Kerala developed under a public-private partnership and inaugurated in May 2025 highlight the government’s
commitment to strengthening logistics capacity.
India is steadily positioning itself as a key player in the global container leasing market. Alongside government
policies promoting exports and regulating imports for balanced trade, leading companies are shaping the
competitive landscape. With strong infrastructure, digital adoption, and growing global trade integration, India’s
container leasing industry is poised for sustained expansion and innovation in the coming decade.
INDIA PLASTIC EXTRUSION MACHINERIES & SYNTHETIC ROPE INDUSTRY
India Plastic Machineries Market
Sales Value (in Million US$)
400.0 372.7
359.0
344.0
350.0 328.2
312.3
295.8
300.0 279.2
262.0
244.8
250.0 226.4
208.0
193.4
200.0 178.8
161.9
150.2
150.0
100.0
50.0
0.0
FY2020FY2021FY2022FY2023FY2024FY2025FY2026FY2027FY2028FY2029FY2030FY2031FY2032FY2033 FY
F F F F F F F F 2034 F
Source: IMARC Group, ICRA Analytics
194India's plastic extrusion machinery market was valued at US$ 226.4 Million in FY2025, registering a CAGR of
6.9% during the period FY2020-FY2025. The surge in demand for plastic extrusion machines is being driven by
increasing requirements for extruded plastic products across diverse end-use industries such as packaging,
consumer goods, construction, and automotive.
These machines are instrumental in producing various types of plastic materials widely used in packaging, owing
to their hygienic properties and non-toxic characteristics. The automotive industry is witnessing heightened
demand for innovative plastic components that support the development of fuel-efficient vehicles.
Likewise, the construction sector significantly depends on plastic extrusion technologies, while the transportation
industry is also contributing to market growth. Overall, the outlook for the market is positive, with new plastic
product innovations and technological progress propelling its continued expansion.
Looking ahead, the India plastic extrusion machinery market is projected to expand at a CAGR of approximately
5.4% during FY2026–FY2034, reaching a market value of US$ 372.7 Million by FY2034. The plastic processing
sector in India remains strong and holds the potential to evolve into a vital component of the country's
manufacturing ecosystem, akin to its role in developed economies such as Germany, Italy, France, USA, Canada,
Japan, China, Taiwan, and South Korea.
The growing emphasis on energy conservation is expected to fuel the nationwide demand for plastic extrusion
machinery. The packaging industry continues to be a leading consumer of plastics. Beyond serving as a
replacement for conventional materials, plastic packaging is witnessing increased adoption in segments like
healthcare, personal care products, and packaged food and beverages.
The progress in packaging material technologies and rising demand for product protection, extended shelf life,
and security/stability are further propelling the need for plastic packaging, thereby supporting growth in the
extrusion machinery market.
India Synthetic Rope Market
Sales Value (in Million US$)
300.0
241.5
250.0
223.6
207.8
193.7
200.0 181.2
170.0
160.0
151.0
142.9
150.0 135.5
128.9
122.9
114.5
107.3
96.6
100.0
50.0
-
Source: IMARC Group, ICRA Analytics
195India synthetic rope market reached a value of US$ 135.5 Million in FY2025, registering a CAGR of 4.8% during
FY2020–FY2025. The notable growth in the market can be attributed to the superior characteristics of synthetic
ropes for industrial applications. Their enhanced capacity to handle heavy materials has driven their adoption
across various sectors.
India’s coastline has been re-evaluated and now measures 11,098.81 km, an increase of 3,537.21 km (nearly 50%)
from the previous 7,561.60 km, encompassing 9 coastal states, the Bay of Bengal to the east, the Indian Ocean to
the south, and the Arabian Sea to the west. These geographical features are fuelling the demand for synthetic
ropes, which are vital in marine and fishing activities.
Responsive Industries Ltd (RiL), through its subsidiary Axiom, commands the largest domestic market share in
meeting the demand for shipping ropes. The rise in sea-based transportation and the mandatory replacement of
ropes under International Maritime Laws offer significant growth prospects for Axiom.
Looking ahead, the India synthetic rope market is projected to expand at a CAGR of around 6.8% during FY2026–
FY2034, reaching a value of US$ 241.5 Million by FY2034. The growth in maritime trade, coupled with the
expansion of ports and shipping activities, has heightened the dependence on synthetic ropes for essential tasks
such as mooring, towing, and anchoring vessels.
The Indian synthetic rope market is anticipated to experience robust growth over the forecast period due to
accelerating urbanization and infrastructural developments, including the construction of roads, buildings,
bridges, and industrial facilities. The oil and gas industry in India is also contributing to rising demand. With plans
to expand exploration acreage to 1 million square kilometres by 2030 and an expected 16% increase in 2025, the
sector will require high-performance ropes capable of enduring extreme conditions.
Additionally, the implementation of smart cities, commercial hubs, and urban redevelopment programs is expected
to boost construction activity, further propelling the need for synthetic ropes across the country.
Market Breakup by End User
Breakup by End User (%), FY 2025
Others
10%
Mining & Industria
8%
Marine & Fishing
40%
Construction &
Infrastructure
17%
Oil & Gas / Offshore
25%
Source: IMARC Group, ICRA Analytics
During FY2025, marine & fishing represented the most popular end user, accounting for a share of 40% of the
total market. Marine & fishing was followed by oil & gas/offshore at 25%, construction & infrastructure at 17%
196and mining and industrial at 8.1%. Others accounted for 10%. Others include agriculture, sports and adventure,
defense & aerospace sectors.
Import-Export Trend Analysis
Particulars Trade FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
HS CODE:
Export (US$ Million) 64.8 61.6 73.1 80.2 80 84.9
84772000
(Extruders
including
Import (US$ Million) 144.2 97.3 171.3 149.8 151.2 187.2
both plastic
and rubber)
Particulars Trade FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Product:
847940 Rope
Export (US$ Million) 11,023 7,064 14,625 14,475 29,778 14,570
or cable-
making
machines
(excl.
twisting
machines of
Import (US$ Million) 39,222 19,907 20,049 39,797 35,399 75,547
the type used
in spinning
mills)
Particulars Trade FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
Product:
Export (US$ Million) 12,353 10,362 14,893 17,662 14,364 19,008
560750
Twine,
cordage,
ropes and
Import (US$ Million) 14,436 10,370 15,466 16,778 19,711 22,014
cables, of
synthetic
fibres
Source: IMARC Group, ICRA Analytics
Technological Advancements & Key Innovation
The plastic extrusion machinery supplier industry is undergoing a significant transformation, propelled by
advancements in technology, sustainability goals, and evolving consumer demands. Plastic extrusion innovations
have revolutionized manufacturing, facilitating the production of diverse products with improved accuracy and
operational efficiency.
Integration of IoT for Real-Time Monitoring: The incorporation of Internet of Things (IoT) technology is
empowering manufacturers to observe extrusion operations in real-time, enabling prompt interventions and
reducing production errors. By embedding sensors along the extrusion line, it becomes possible to monitor key
variables such as temperature, pressure, and other critical indicators throughout each phase of manufacturing. This
constant stream of real-time data enhances product quality and minimizes production downtime, resulting in cost
savings. It also allows manufacturers to proactively address changes in material behavior or environmental factors.
Consequently, production systems are becoming more intelligent and adaptive, driving smarter decision-making
processes. The adoption of IoT signifies a substantial evolution in how extrusion workflows are managed and
optimized, offering manufacturers a strategic advantage in a dynamic market landscape.
197Automation in Extrusion Operations: Automation is redefining extrusion workflows by boosting output and
cutting down on labor expenses. Robotic technologies are being integrated for functions such as material transport,
quality inspection, and on-the-fly system adjustments, reshaping the manufacturing environment. These
automated solutions reduce the risk of human error while ensuring greater accuracy and uniformity across
operations. Additionally, automated systems can function continuously, providing a notable uplift in production
efficiency. Predictive maintenance, powered by performance analytics, allows companies to anticipate equipment
failures and reduce downtime, further enhancing productivity. By adopting automation, manufacturers are not
only optimizing cost structures but are also strengthening their competitive position in the global market.
Energy-Efficient Extrusion Processes: Advancements in technology are making extrusion processes more
energy-efficient, resulting in cost reduction and less environmental impact. Since energy use represents a major
component of operational expenses in extrusion, improving efficiency has become a key objective for
manufacturers. Environmentally friendly extrusion innovations—such as hybrid systems that integrate electric
and hydraulic power—are proving to be practical alternatives. In addition, using variable frequency drives allows
for accurate regulation of motor speed and torque, matching energy use to the real-time demands of the production
line. This enables more precise forecasting of energy requirements and helps cut back on unnecessary power
consumption without reducing output. Increasing the energy efficiency of extrusion operations not only supports
cost management but also plays a significant role in lowering carbon emissions.
Innovations in Cooling Techniques: State-of-the-art cooling technologies are raising the standard of product
quality by ensuring consistent cooling, which helps minimize stress and distortion in extruded materials.
Managing temperature precisely as the plastic leaves the die is essential to maintaining its shape and functionality.
Recent developments include advanced cooling systems that use air, water, or even cryogenics to deliver the ideal
cooling rate suited to each type of polymer. Additionally, energy-efficient cooling tunnels that enhance airflow
and retain temperature have proven effective in reducing energy waste while improving overall cooling
performance. By controlling cooling rates with high precision, manufacturers can ensure uniform product quality
and minimize defects linked to uneven cooling. These advancements in cooling are essential to expanding the
technical capabilities of plastic extrusion.
Smart Extrusion Die Designs: Modern die technologies feature embedded smart systems that allow for fine-
tuned control of the extrusion process, ensuring consistent product sizing and performance. By integrating sensors
within the die, manufacturers gain real-time insights into temperature, flow, and pressure, which enable live
process adjustments. This real-time control not only improves product precision but also cuts down on material
wastage, as issues can be corrected during production rather than after. Additionally, modular die configurations
are facilitating quicker transitions between product profiles, significantly reducing downtime. This adaptability is
especially useful for businesses that serve a variety of markets. The efficiency improvements offered by smart die
technology empower manufacturers to uphold stringent quality standards while remaining responsive to market
needs.
Additives for Enhanced Properties: Cutting-edge additives are being engineered to improve the strength,
flexibility, and thermal resistance of extruded plastics. These innovations allow manufacturers to customize
materials for specific end uses, whether higher durability, elasticity, or resistance to heat is needed. Additives such
as flame retardants, performance boosters, and colorants significantly broaden the application scope of basic
plastic formulations. Moreover, ongoing research into biodegradable and compostable additives is gaining
traction, enabling plastics to decompose more effectively in the environment. This evolution underscores a
changing perception of plastics, focusing more on their life cycle and ecological footprint than just longevity. The
future of extrusion technology lies not only in what it can create but also in how sustainably those products
integrate into the broader ecosystem.
Enhanced Process Simulation Software: Sophisticated simulation tools are transforming how extrusion
processes are developed and refined before actual production starts. These tools allow engineers to virtually model
a variety of extrusion conditions and test different parameters, eliminating the need for repeated physical trials.
198This digital approach is reshaping process development by blending theoretical modeling with practical execution.
Programs that simulate heat flow, material dynamics, and potential faults provide teams with opportunities to
optimize operations pre-emptively. As a result, the development cycle is shortened significantly, promoting
innovation and agility in a competitive environment. By embracing these digital solutions, manufacturers are
embedding efficiency into their workflow while improving the final product’s performance and quality.
Analysis of Key Regulatory Policies/Programs
The plastic processing sector in India functions within a robustly regulated environment, influenced by evolving
environmental, industrial, and economic frameworks. These regulations and government programs impact the
sector both directly and indirectly—affecting raw material accessibility, processing technologies, environmental
compliance obligations, and demand patterns.
➢ Plastic Waste Management Rules, 2016 (Amended in 2018, 2021) – Ministry of Environment, Forest and
Climate Change: A pivotal regulation influencing the plastic processing landscape is the Plastic Waste
Management (PWM) Rules, which established a structured compliance model emphasizing Extended
Producer Responsibility (EPR). Under this regime, plastic producers, importers, and brand owners are
obligated to manage the collection and appropriate disposal of post-consumer plastic waste.
Key Implications:
• Transformation in Product Design: These rules promote the use of recyclable, compostable, or
biodegradable materials. Consequently, processors are enhancing their R&D efforts to develop
alternative packaging materials.
• Cost Burden on Small Enterprises: Smaller firms face challenges in funding collection infrastructure or
meeting EPR obligations, prompting a wave of consolidation in the industry.
• Boost to Recycling Ecosystem: The regulation has indirectly encouraged formalization and growth of
recycling businesses, facilitating potential vertical integration for primary plastic processors.
➢ Ban on Single-Use Plastics (SUP) – From 2022: The phased ban on items like plastic straws, stirrers, cutlery,
and films below certain thickness thresholds (<75 microns initially, then <120 microns) has disrupted key
application areas in food packaging, FMCG sachets, and disposable goods.
Key Implications:
• Shift in Product Portfolio: Companies affected by the banned categories pivoted toward multilayered or
recyclable alternatives to remain operational.
• Technology Upgradation: Packaging technologies such as blow molding, injection molding, and
biodegradable solutions gained traction.
• Substitution of Raw Materials: Greater emphasis is being placed on alternative materials like
biodegradable resins (PLA, PHA), paper composites, and cellulose-based packaging solutions.
➢ BIS Quality Control Orders (QCOs) for Polymer Resins – Department of Chemicals and
Petrochemicals: To ensure uniformity in material quality, the Bureau of Indian Standards (BIS) introduced
QCOs for essential polymers like PE, PP, PS, PVC, and PET, requiring certification for both domestic and
imported materials.
Key Implications:
• Compliance-Related Cost Increase: Processors must now procure BIS-certified materials, potentially
escalating procurement expenses, especially for imported goods.
• Limitation on Imports: Non-certified imports are curtailed, impacting sectors sensitive to price
fluctuations such as textiles and packaging.
• Support for Domestic Manufacturing: This move aligns with the Atmanirbhar Bharat vision by
motivating local producers to meet national standards and reduce reliance on imports.
199➢ Production-Linked Incentive (PLI) Scheme for Petrochemicals (Proposed): As of 2025, the proposed PLI
scheme aims to stimulate domestic manufacturing of polymers and specialty plastics, encouraging value-added
production and reducing import dependency.
Key Implications:
• Expansion of Manufacturing Capacities: It could lead to greater backward integration, with processors
venturing into areas like polymer compounding or masterbatch production.
• Growth in Specialty Plastics: Investment interest is expected to rise in advanced materials such as
engineering polymers (PA, PC, PBT), medical-grade plastics, and biodegradable compounds.
• Attracting Foreign Investment: This initiative is likely to draw FDI in high-value plastic segments,
particularly in automotive, electronics, and medical industries.
➢ Customs Duties and Import-Export Regulations: Tariff changes on polymer resins, intermediates, and
machinery significantly impact the economic viability of plastic processing units.
Key Implications:
• Domestic Industry Protection: Raised tariffs on imports like PVC and LDPE offer support to local
producers, although they challenge the cost structures of downstream processors.
• Relief for Capital Equipment Imports: Concessional duty rates under schemes such as EPCG and Make
in India benefit processors investing in advanced machinery.
• Export Viability Affected: While duty drawback benefits are extended to plastic exporters, surging raw
material costs hinder global price competitiveness.
India’s plastic processing sector is undergoing a major evolution, where policy-driven shifts are redefining
operations across the value chain. Although traditional areas such as low-value packaging and disposable plastics
are under pressure, opportunities are emerging in biodegradable polymers, engineering-grade materials, and
recycling-oriented business models. To thrive, stakeholders must proactively align with regulations, adopt
compliant technologies, and prioritize sustainable innovation. These policies are not just regulatory constraints—
they represent the foundation for a more responsible, advanced, and globally integrated plastic processing
ecosystem in India.
COMPETITIVE LANDSCAPE
Company profiling and benchmarking for Shipping container companies
1. APPL Container Ltd. (APPL): APPL was established in 2021, is a manufacturer of ISO shipping containers
located at Navagam, Bhavnagar, Gujarat. The company operates a facility with an installed capacity exceeding
15,000 containers annually. It is supported by Aawadkrupa Plastomech Pvt. Ltd., an engineering firm, APPL
has expanded its global reach, exporting to over 75 countries. Its product portfolio includes include Standard
ISO Containers, High Cube Containers, Open Top Containers, Specialized Containers, and various size
formats such as 10 ft, 20 ft, 40 ft, and 45 ft ISO containers. The manufacturing facility for shipping containers
was inaugurated by Prime Minister Narendra Modi in September 2022 under the Make in India initiative.
2. DCM Containers & Engineering Pvt. Ltd (DCMEPL): DCMEPL was established in 1993 as a joint venture
between DCM Shriram Industries Ltd., India, and Hyundai Mobis, Korea. The company operates a
manufacturing facility located in the industrial hub of Faridabad, Haryana. DCM offers containers for
specialized industrial applications, and its products include DNV-approved offshore cargo carrying units,
shipping containers, customized containers, bunk houses, insulated genset/power pack containers, trailers, tank
containers, car carriers, and other fabricated products. DCM’s processes align with global ISO standards.
2003. Diamondblue Shipping solutions Pvt. Ltd (DSSPL): DSSPL, was founded in 2013 and headquartered at
Gurugram, is a manufacturer and logistics provider specializing in industrial containers and prefabricated
structures. It offers a diverse product line that includes ISO tank containers, mild steel shipping containers,
prefabricated buildings, portable cabins, porta cabins, container homes, office containers, and creative
prefabricated structures.
4. SYMCON Industries Pvt. Ltd (SIPL): SIPL, was founded in July 2021 and is headquartered at Ahmedabad,
Gujarat, is a manufacturer of ISO-certified shipping and freight containers. It’s product portfolio includes a
wide range of container types such as 10FT, 20FT, 30FT, 40FT, and 45FT containers, including High Cube
variants. Specialized offerings include Open Top Containers, Flat Racks, Dry Bulk Containers, Platforms,
Steel Coil Transport Containers, and Dwarf Containers. For energy and industrial applications, SYMCON
manufactures BESS (Battery Energy Storage System) containers, insulated containers, power packs, E-
Houses, and gantry crane containers with full access side and rear doors. The company also produces DNV-
approved offshore containers for marine and diving systems.
5. Jupiter Wagons Ltd (JWL): JWL was established in 1979 and is headquartered in Kolkata, West Bengal, is
a leading manufacturer in India’s railway infrastructure and heavy engineering sector. JWL operates several
manufacturing units in Madhya Pradesh, Jharkhand, Maharashtra, and West Bengal. Key facilities include
units in Jabalpur, Mandla, Dhar, Adityapur (Jamshedpur), and Aurangabad, with a combined installed capacity
exceeding 6,500 wagons annually. JWL’s product portfolio spans a wide range of railway and industrial
solutions, including freight wagons, passenger coaches, wagon components, castings, tipper and tanker bodies,
light recovery vehicle bodies, ISO and CSC-certified containers, BESS containers, and marine containers. The
company also manufactures brake discs, wheels, axles, couplers, bogies, draft gears, CRF sections, and cold
chain transport containers. JWL continues to be a key player in India’s rail and transport manufacturing
ecosystem
6. Kalyani Cast Tech Ltd (KCTL): KCTL was established in 2012 and headquartered in New Delhi, is a
diversified manufacturer specializing in steel and SG iron castings, railway components, and a wide range of
cargo and specialized containers. It has container production capacity of 10,000 units annually and
manufacturing unit capable of producing 7,500–8,000 wagons per year. Its product portfolio includes dwarf
containers, double stack containers, cuboid containers, parcel cargo containers, two- and three-wheeler
containers, LTL cargo containers, refrigerated containers, BESS containers, electrified rail containers,
and customized industrial containers. The company also manufactures bogies, couplers, wheel sets, and other
railway castings.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
201Financial benchmarking of key peers in the sector
Comparison with Shipping container industry peers
Table: Financial benchmarking of key peer companies for the Financial Year 2025
For the period ending March 31, 2025
DCM Diamond
Symcon
Container Blue
Industri Jupiter Kalyani
Particulars s & Shipping
APPL es Wagons Cast-Tech
Engineeri Solutions
Private Limited Limited
ng Pvt. Private
Limited
Ltd. Limited
Revenue from Operations
6,902.56 NA* NA NA 3,96,327.95 13,922.29
(1) (₹ in Lakhs)
Growth in Revenue from
70.88% NA NA NA 8.77% 47.36%
Operations (2) (%)
Gross Profit (3) (₹ in
5,897.84 NA NA NA 98,743.77 2,891.24
Lakhs)
Gross Profit Margin (4) (%) 85.44% NA NA NA 24.91% 20.77%
EBITDA (5) (₹ in Lakhs) 4,474.15 NA NA NA 56,561.09 1,971.58
EBITDA Margin (6) (%) 64.82% NA NA NA 14.27% 14.16%
Profit After Tax (7) (₹ in
3,282.54 NA NA NA 38,027.06 1,425.50
Lakhs)
PAT Margin (8) (%) 46.57% NA NA NA 9.49% 10.19%
RoE(9) (%) 85.45% NA NA NA 17.49% 24.82%
RoCE (10) (%) 55.66% NA NA NA 17.11% 27.42%
Net Fixed Asset Turnover
1.97 NA NA NA 4.78 17.80
(11) (In Times)
Net Working Capital Days
170.46 NA NA NA 128.68 141.72
(12)
Operating Cash Flows (13)
3,373.46 NA NA NA 10,419.48 828.29
(₹ in Lakhs)
Debt/Equity (14) 0.36 NA NA NA 0.17 0.08
Earnings per Share (Basic
& Diluted)
Basic (15) 26.26 NA NA NA 9.08 19.85
Diluted (16) 26.26 NA NA NA 9.08 19.85
Operating Cash Flows
before Working Capital 4,553.21 NA NA NA 58,290.82 1,979.89
Changes (17) (₹ in Lakhs)
Current Ratio (18) 4.05 NA NA NA 2.20 6.62
NAV per Equity Share (19) 43.87 NA NA NA 65.41 89.97
Net Worth (20) (₹ in Lakhs) 5,483.54 NA NA NA 2,76,758.34 6,509.30
Return on Net Worth (21)
59.86% NA NA NA 13.81% 21.92%
(%)
Net Debt/Equity (22) 0.34 NA NA NA 0.02 -0.10
Source: Company Financial Statements, ICRA Analytics
NA: Not Available
202Table: Financial benchmarking of key peer companies for the Financial Year 2024
For the period ending March 31, 2024
DCM Diamond
Symcon
Container Blue
Industri Jupiter Kalyani
Particulars s & Shipping
APPL es Wagons Cast-Tech
Engineeri Solutions
Private Limited Limited
ng Pvt. Private
Limited
Ltd. Limited
Revenue from Operations
4,039.44 7,301.98 5,035.88 1,510.74 3,64,373.33 9,447.71
(1) (₹ in Lakhs)
Growth in Revenue from
792.02% -26.31% 8.29% 170.30% 76.17% 49.32%
Operations (2) (%)
Gross Profit (3) (₹ in
3,782.13 2,691.78 1,278.27 445.22 81,473.62 1,947.09
Lakhs)
Gross Profit Margin (4) (%) 93.63% 36.86% 25.38% 29.47% 22.36% 20.61%
EBITDA (5) (₹ in Lakhs) 2,533.39 749.30 318.80 99.77 48,652.22 1,349.47
EBITDA Margin (6) (%) 62.72% 10.26% 6.33% 6.60% 13.35% 14.28%
Profit After Tax (7) (₹ in
1,738.77 446.18 74.24 17.64 33,101.74 959.38
Lakhs)
PAT Margin (8) (%) 42.74% 6.03% 1.47% 1.17% 9.02% 10.09%
RoE(9) (%) 130.88% 26.51% 14.93% 17.89% 27.41% 29.66%
RoCE (10) (%) 52.08% 14.90% 10.85% 10.68% 24.52% 22.77%
Net Fixed Asset Turnover
1.18 2.90 3.60 11.31 5.16 13.48
(11) (In Times)
Net Working Capital Days
58.46 -18.06 17.30 -7.77 70.97 167.10
(12)
Operating Cash Flows (13)
2,309.86 -140.06 -219.99 NA -1,910.22 -949.63
(₹ in Lakhs)
Debt/Equity (14) 0.92 1.60 2.98 5.43 0.21 0.15
Earnings per Share (Basic
& Diluted)
Basic (15) 13.91 122.04 3.09 1.76 8.24 16.41
Diluted (16) 13.91 122.04 3.09 1.76 8.24 16.41
Operating Cash Flows
before Working Capital 2,551.14 801.52 325.18 NA 49,935.69 1,382.18
Changes (17) (₹ in Lakhs)
Current Ratio (18) 1.81 0.92 1.28 0.97 1.56 4.17
NAV per Equity Share (19) 17.59 521.31 22.94 9.86 39.20 86.16
Net Worth (20) (₹ in Lakhs) 2,199.12 1,905.96 550.50 98.59 1,63,157.90 5,082.75
Return on Net Worth (21)
79.07% 23.41% 13.49% 17.89% 20.32% 18.86%
(%)
Net Debt/Equity (22) 0.88 1.60 2.97 5.30 0.13 -0.04
Source: Company Financial Statements, ICRA Analytics
203Table: Financial benchmarking of key peer companies for the Financial Year 2023
For the period ending March 31, 2023
DCM Diamond
Symcon
Container Blue
Industri Jupiter Kalyani
Particulars s & Shipping
APPL es Wagons Cast-Tech
Engineeri Solutions
Private Limited Limited
ng Pvt. Private
Limited
Ltd. Limited
Revenue from Operations
452.84 9,909.64 4,650.45 558.91 2,06,824.74 6,327.01
(1) (₹ in Lakhs)
Growth in Revenue from
- - - - - -
Operations (2) (%)
Gross Profit (3) (₹ in
434.13 4,067.80 1,443.16 303.01 49,377.70 1,627.27
Lakhs)
Gross Profit Margin (4) (%) 95.87% 41.05% 31.03% 54.21% 23.87% 25.72%
EBITDA (5) (₹ in Lakhs) 288.29 1,297.69 238.50 73.46 24,926.50 1,156.32
EBITDA Margin (6) (%) 63.66% 13.10% 5.13% 13.14% 12.05% 18.28%
Profit After Tax (7) (₹ in
208.34 868.22 56.16 11.49 12,067.51 805.08
Lakhs)
PAT Margin (8) (%) 45.84% 8.68% 1.21% 2.05% 5.82% 12.71%
RoE(9) (%) 88.19% 84.61% 17.22% 36.53% 16.26% 78.40%
RoCE (10) (%) 26.30% 31.64% 10.61% 8.19% 21.02% 61.80%
Net Fixed Asset Turnover
0.62 4.09 4.05 3.62 4.48 11.40
(11) (In Times)
Net Working Capital Days
125.95 25.85 -21.50 -22.97 54.16 59.21
(12)
Operating Cash Flows (13)
2.62 1,627.74 7.10 NA 7,765.09 425.45
(₹ in Lakhs)
Debt/Equity (14) 1.15 1.62 2.46 5.43 0.36 0.24
Earnings per Share (Basic
& Diluted)
Basic (15) 3.30 237.47 2.74 1.15 3.12 16.06
Diluted (16) 3.30 237.47 2.74 1.15 3.12 16.06
Operating Cash Flows
before Working Capital 293.40 1,563.10 237.96 NA 25,479.31 1,166.95
Changes (17) (₹ in Lakhs)
Current Ratio (18) 1.98 1.35 0.72 0.94 1.40 2.30
NAV per Equity Share (19) 7.25 399.42 21.65 8.10 20.74 28.50
Net Worth (20) (₹ in Lakhs) 457.92 1,460.31 443.89 80.95 80,344.80 1,429.37
Return on Net Worth (21)
45.50% 59.45% 12.65% 14.19% 15.03% 56.32%
(%)
Net Debt/Equity (22) 1.14 1.61 2.43 5.22 0.21 -0.14
Source: Company Financial Statements, ICRA Analytics
Table: List of Formulas used for the key peer comparison
S. No. Formula
Revenue from Operations Revenue from Operations means the Revenue from Operations as
1
(1) (₹ in Lakhs) appearing in the Restated Financial Statements.
Growth in Revenue from Growth in Revenue from Operations (%) is calculated as a percentage
2
Operations (2) (%) of Revenue from Operations of the relevant period minus Revenue from
204S. No. Formula
Operations of the preceding period, divided by Revenue from
Operations of the preceding period.
Gross Profit is calculated as Revenue from Operations less Cost of
Gross Profit (3) (₹ in
3 Services, Changes in inventories of finished goods, work-in-progress
Lakhs)
and stock-in-trade and Purchases of stock-in-trade.
Gross Profit Margin (%) is calculated as Gross Profit divided by
4 Gross Profit Margin (4) (%)
revenue from operations as appearing in restated financial statements.
EBITDA is calculated as restated profit for the period / year plus tax
5 EBITDA (5) (₹ in Lakhs) expenses (consisting of current tax and deferred tax), finance costs and
depreciation and amortisation expenses, less other income.
EBITDA Margin (%) is calculated as EBITDA divided by Revenue
6 EBITDA Margin (6) (%)
from Operations.
Profit After Tax (7) (₹ in Profit After Tax Means restated profit for the period/year as appearing
7
Lakhs) in the Restated Financial Statements.
PAT Margin (%) is calculated as Profit for the year/period as a
8 PAT Margin (8) (%) percentage of total income as appearing in Restated Financial
Statements.
RoE (Return on Equity) (%) is calculated as restated profit for the
9 RoE(9) (%) period/year attributable to the parent divided by Average Shareholder
Equity attributable to the parent.
RoCE (Return on Capital Employed) (%) is calculated as earnings
10 RoCE (10) (%)
before interest and taxes divided by capital employed.
Net Fixed Asset Turnover is calculated as revenue from operations
Net Fixed Asset Turnover
11 divided by Total Fixed Assets which consists of property, plant and
(11) (In Times)
equipment, capital work-in-progress and right-of-use asset.
Net Working Capital Days is calculated by dividing revenue from
Net Working Capital Days
12 operations by working capital i.e. (Current Assets less Current
(12)
Liabilities) multiplied by 365 days.
Operating cash flows means net cash generated from operating
Operating Cash Flows (13)
13 activities as mentioned in the Restated Consolidated Financial
(₹ in Lakhs)
Statements.
14 Debt/Equity (14) Debt/Equity is calculated as total debt divided by total equity.
Earnings per Share (Basic & Diluted)
15 Basic (15) Basic EPS as per Restated Financial Statements/ Financial Statements.
16 Diluted (16) Diluted EPS as per Restated Financial Statements/Financial Statements.
Operating Cash Flows
Operating cash flows before working capital changes as per Restated
17 before Working Capital
Financial Statements/Financial Statements.
Changes (17) (₹ in Lakhs)
Current Ratio is a liquidity ratio that measures our ability to pay off its
short-term obligations (those which are due within one year) using it’s
18 Current Ratio (18) current assets (those which are convertible to
cash within one year) and is calculated by dividing the current assets by
current liabilities.
NAV per Equity Share is calculated as Equity attributable to equity
19 NAV per Equity Share (19) holders of the parent divided by weighted average number of shares
outstanding at the end of period/year.
Net Worth means Equity attributable to equity holders of the parent as
20 Net Worth (20) (₹ in Lakhs)
mentioned in the Restated Consolidated Financial Statements.
Return on Net Worth is calculated as Restated Profit/(loss) attributable
Return on Net Worth (21)
21 to owners of the holding company divided by net worth at the end of
(%)
the year.
Net Debt-to-Equity ratio is calculated as total Debt less cash and cash
22 Net Debt/Equity (22)
equivalent divided by total equity.
Source: Company Financial Statements, ICRA Analytics
205OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks and uncertainties. Prospective investor should read
“Forward-Looking Statements” beginning on page 24 for a discussion of the risks and uncertainties related to
those statements along with “Risk Factors”, “Industry Overview”, “Restated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages
39, 155, 300 and 409 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 on March 31 of that particular year.
Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal
2024 and Fiscal 2023, included herein is based on or derived from our Restated Financial Information included
in this Draft Red Herring Prospectus. For further information, see “Restated Financial Information” beginning
on page 300. Please refer “Definitions and Abbreviations” on page 2 for certain terms used in this section.
We have included various operational and financial performance indicators in this Draft Red Herring Prospectus,
many of which may not be derived from our Restated Financial Information or otherwise be subject to an
examination, audit or review by our Statutory Auditor or any other expert. The manner in which such operational
and financial performance indicators are calculated and presented, and the assumptions and estimates used in
such calculations, may vary from that used by other companies in India and other jurisdictions.
Unless otherwise indicated or the context otherwise requires, in this section, references to “we” “our” or “us”
refer to our Company and its Subsidiary on a consolidated basis. Unless the context otherwise requires, references
to “Company” or “Our Company” refers to APPL Containers Limited, on a standalone basis. Prior to August
2025, our Company did not have any Subsidiary. Accordingly, unless stated otherwise, all financial and
operational statistics for Fiscal 2025, Fiscal 2024, and Fiscal 2023 are presented on a standalone basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Global and India Shipping Industry” dated September 19, 2025 (the “ICRA Report”) prepared and
issued by ICRA Analytics Limited, appointed by our Company on May 12, 2025 and exclusively commissioned
and paid by our Company in connection with the Offer. ICRA Analytics Limited is not related to our Company.
The data included herein includes excerpts from the ICRA Report and may have been re-ordered by us for the
purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Offer),
that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and
other related information derived from the ICRA Report and included herein with respect to any particular year
refers to such information for the relevant calendar year. A copy of the ICRA Report is available on the website
of our Company from the date of the Draft Red Herring Prospectus until the Bid/Offer Closing Date. For further
details and risks in relation to the commissioned report, see “Risk Factors No. 47 – Certain sections of this Draft
Red Herring Prospectus disclose information from the ICRA Report which has been commissioned and paid for
by us exclusively in connection with the Offer and any reliance on such information for making an investment
decision in the Offer is subject to inherent risks.” on page 66. Also see, “Certain Conventions, Presentation of
Financial, Industry and Market Data and Currency of Presentation–Industry and Market Data” on page 22.
OVERVIEW
We are a manufacturing company with a primary focus on container manufacturing, operating through our
manufacturing facility located at Bhavnagar, Gujarat. In addition to our core manufacturing operations, we have
recently introduced container leasing services in Fiscal 2026, offering flexible leasing options designed to meet
the diverse requirements of clients. Further, through our wholly owned subsidiary, Aawadkrupa Plastomech
Private Limited, (acquired on August 14, 2025), we are also engaged in the design and manufacturing of plastic
extrusion plants and rope making machinery.
206Under the “Make in India” initiative, the government aims to promote domestic container manufacturing, with a
dedicated production cluster established in Bhavnagar, Gujarat (Source: ICRA Report). In line with this, our
Company was incorporated in 2021. Our Company’s manufacturing facility at Bhavnagar is spread over 59,115.09
sq. mt. of land area and the manufacturing facility is capable of manufacturing up to 15,000 containers annually,
reflecting our strong operational capabilities. Our Company has cumulatively produced 13,101 containers (basis
job work & direct orders) since incorporation up to March 31, 2025 and as of August 31, 2025, our Company has
an order book of 802 containers in hand valuing approximately ₹ 2,834.27 lakhs and a service order book for 170
containers. For details of our order book, see “Our Business – Order Book of Our Company” at page 221.
We offer a wide range of containers, under the following broad segments:
• ISO standard complied shipping containers:
➢ Dry containers: 10ft standard, 20ft standard, 40ft standard, 20ft high cube, 40ft high cube
➢ Other containers: Cement tank container, 20ft diagonal door container, 20ft centre door container,
Open top container, Both end open containers
• Specialised Containers: Coil containers, Lashing bin containers, Battery Energy Storage Systems (BESS)
containers.
Out of the above product range, till the date of this Draft Red Herring Prospectus, we have manufactured and
supplied certain containers namely 10ft standard containers, 20ft standard containers, flat rack lashing bin
containers, and 20ft high cube containers. The remaining container types form part of our product offerings
available for future manufacturing and supply. Our Company has also developed prototypes of 40ft coil container,
cement tank container and BESS container.
For details of our Company’s products, see “Products – Our Business” on page 217. In addition to manufacturing,
our Company also provides containers on a leasing basis to its customers. For details of our Company’s service,
see “Service offered by our Company – Our Business” on page 221.
Our Company is focused on maintaining quality, compliance, and operational efficiency. We have obtained several
industry certifications and accreditations, which reflect our adherence to established practices and benchmarks in
the container manufacturing sector. These certifications reinforce our credibility and demonstrate our commitment
to delivering reliable and consistent products.
The certifications and recognitions awarded to our Company include the following:
S. No. Certification Year
1. Certificate of ISO 9001:2015 bearing registration number QM 02 01709, for 2025
Design, Manufacture, Export and Supply of all type of Shipping Containers,
issued by TUV INDIA Private Limited.
2. Certificate of Registration of Container Code in accordance with ISO 2025
Standard 6346, bearing certificate no. APPU-2425, issued by The Bureau
International des Containers
3. Certificates of Type Approval bearing approval number BVCT 2484111/S, 2024 - 2025
BVCT 2580075/S, BVCT 2581400/S, BVCT 2584400/S and BVCT
2584244/S issued by Bureau Veritas.
As part of our corporate restructuring initiative and strategic planning, our Company has acquired all the equity
shares of Aawadkrupa from its existing shareholders and effective August 14, 2025 it became our wholly owned
subsidiary. Aawadkrupa is managed and promoted by substantially the same group of individuals as our own.
Backed by over 20 years of experience, our Subsidiary is engaged in the business of plastic extrusion plants, rope
making machinery and containers. This restructuring was undertaken with the objective of bringing both entities
under a unified management framework. By doing so, our Company aimed to streamline operations, strengthen
client relationships, leverage our combined expertise, and maximize the value of our existing resources and
capabilities.
207This acquisition further allows our Company to diversify our product portfolio beyond shipping and specialised
containers by expanding into another manufacturing segments. With a shared focus on engineering, design, and
fabrication, the integration creates strong operational and strategic synergies. Our Subsidiary operates its
manufacturing facility with an infrastructure spread over 15,479 sq. mt. land located at Bhavnagar and offers wide
range of plastic extrusion plants and rope making machinery. For details of our Subsidiary, please refer to “History
and Other Corporate Matters” beginning on page 258.
While our Company was initially established in 2021 with a view to build an independent manufacturing business,
being a newly established company, the Company was not in a position to meet certain tender eligibility
requirements on a standalone basis. Accordingly, in view of the requirements of specific tenders and contracts,
our then group company (now Subsidiary) Aawadkrupa Plastomech Private Limited supported our Company by
submitting tenders for container manufacturing and supply under its name and subsequently engaging our
Company on a job work basis, thereby enabling us to commence operations. As a result, a major portion of our
Company’s revenue is derived from job work till Fiscal 2025. Further, leveraging its two decades of expertise in
machinery manufacturing and development, our Subsidiary also supplied our Company with certain machinery
and equipment for our container manufacturing facility and in case of job work order received from our Subsidiary,
it provides the raw material and we manufacture container as per the specifications.
Manufacturing facilities of our Company and our Subsidiary are adjacent to each other, offering significant
advantages such as streamlined logistics, reduced transportation costs, and enhanced operational efficiency.
The following table provides a breakdown of our revenue from operations by product and service categories as
per the Restated Financial Information:
(₹ in lakhs except for percentages)
% to the % to the % to the
Particulars Fiscal 2025 Total Fiscal 2024 Total Fiscal 2023 Total
Revenue Revenue Revenue
Revenue from
947.36 13.72% 22.10 0.55% - -
Sale of products
Revenue from
Sale of services 5,953.99 86.26% 4,017.34 99.45% 452.84 100%
(job work charges)
Other operating
1.21 0.02% - - - -
revenue
Total Revenue 6,902.56 100% 4,039.44 100% 452.84 100%
Our Company generates revenue from both domestic and export markets, with the majority of our revenue
historically derived from domestic operations. While our presence in international markets is currently very
limited, we have commenced exports in Fiscal 2025, marking the beginning of our efforts to expand our
geographical footprint beyond India.
Our Company markets and sell products under the name ‘APPL Containers’. Since inception, our Company has
established itself as a reliable and quality-driven manufacturer, supporting the Government of India’s 'Make in
India' initiative by providing an alternative to imported containers. We focus on value engineering and cost
optimisation in machining and automation to increase production efficiency. We have automated certain processes
such as welding and sheet cutting in our manufacturing lines to reduce manpower costs and increase productivity.
As on the date of this Draft Red Herring Prospectus, our Company has 16 robots installed in its manufacturing
facility. We follow stringent quality control protocols and adhere to international standards in container
fabrication.
Our Company is guided by the leadership of its promoters, Hasmukhbhai Meghjibhai Viradiya and Vallabhbhai
Meghjibhai Viradiya, each of them having over 20 years of experience in strategic planning, procurement,
operations, production and quality control. Their clear strategic vision has enabled the business to seize
opportunities both domestically and internationally. With a vision aligned to the Government of India’s “Make in
208India” initiative, our leadership has prioritized building a manufacturing ecosystem for shipping containers. Under
their guidance, our Company has set up a facility at Bhavnagar Gujarat. We are also led by a professional and
experienced senior management team.
Our Company and our Promoters have been recognized with several esteemed awards, including the Certificate
of Appreciation by Ministry of Finance, Government of India (2024-25), Greater Business Icon Award by Greater
Rajkot Chamber of Commerce & Industries (2024), the Facilitation Certificate by Office of the Collector and
District Magistrate, Bhavnagar and the Certificate of Appreciation by Saurashtra Chamber of Commerce and
Industry.
TENDER AND TENDER PROCESS
Our Company regularly participates in public and private tenders as part of its business activities. The tender
process typically comprises several structured stages ensuring transparency, competitiveness, and compliance
with client requirements. In order to expand its opportunities and streamline participation in tenders, the Company
has also registered itself on the Government e-Marketplace (GeM) Portal (Seller ID: B0XR240012605736) and
the TenderWizard platform. The principal steps in our tender process are as follows:
Pre-Bidding Stage
• The process begins with review of the Request for Proposal (RFP) or tender documents, including assessment
of the required container quantities and evaluation of credentials against the stipulated eligibility criteria.
• An initial evaluation is conducted to determine key factors such as availability and pricing of essential
materials, as well as our prior experience with similar orders. Where applicable, the team attends pre-bid
meetings and reviews specific design requirements related to containers and associated equipment.
• Technical and financial bid teams carry out detailed costing of materials and equipment, estimate labour
needs, evaluate overhead and tax impacts, and conduct quality assessments. The total bid price is then
finalised after incorporating profitability benchmarks and contingency buffers. To prepare a precise Bill of
Quantities (BOQ), quotations are invited from approved vendors, and internal profitability thresholds are
applied to set the final mark-up.
Post Tender Submission
• Bids are submitted in accordance with the prescribed format and compliance requirements within the
specified timeline.
• All received bids are evaluated by the client on the basis of predefined criteria such as price, technical
competency, past performance, quality standards, and compliance with order specifications.
• Based on the evaluation results, the preferred bidder is identified. The Company participates in any
negotiation processes required to finalise commercial and technical terms to the satisfaction of both parties.
• Following successful negotiation, the contract is formally awarded to the selected bidder, which marks the
official transition from bidding to project execution.
Post-Bidding Stage
• Upon successful clearing of the bid stage, a detailed product design and execution plan are developed and
finalised, tailoring the approach to unique container/project specifications.
• A comprehensive procurement and resource allocation plan is prepared, ensuring timely availability of all
required materials and manpower as per the specific order.
• Final budgeting is performed, incorporating material, manpower, and overhead costs in line with the order
requirements. The project execution is initiated by the responsible teams, supported by a structured reporting
and monitoring system that enables proactive adjustments and quality assurance throughout the order
fulfilment lifecycle.
209KEY PERFORMANCE INDICATORS (“KPIS”)
Operational KPIs
The following table provides our operational KPIs for the Fiscal 2025, Fiscal 2024 and Fiscal 2023:
For the Year ended on March 31
Particulars
2025 2024 2023
No. of containers sold (1) 7343 5250 450
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
Note:
(1) No. of containers sold are expressed in twenty-foot equivalent units (TEU).
Financial KPIs as per Restated Financial Statements
The following table provides financial KPIs of our Company for the Fiscal 2025, Fiscal 2024 and Fiscal 2023:
For the Year ended on March 31
Particulars
2025 2024 2023
Revenue from Operations (1) (₹ in Lakhs) 6902.56 4039.44 452.84
Growth in Revenue from Operations (2) (%) 70.88% 792.02% -
Gross Profit (3) (₹ in Lakhs) 5897.84 3782.13 434.13
Gross Profit Margin (4) (%) 85.44% 93.63% 95.87%
EBITDA (5) (₹ in Lakhs) 4474.15 2533.39 288.29
EBITDA Margin (6) (%) 64.82% 62.72% 63.66%
Profit After Tax (7) (₹ in Lakhs) 3282.54 1738.77 208.34
PAT Margin (8) (%) 46.57% 42.74% 45.84%
RoE (9) (%) 85.45% 130.88% 88.19%
RoCE (10) (%) 55.66% 52.08% 26.30%
Net Fixed Asset Turnover (11) (In Times) 1.97 1.18 0.62
Net Working Capital Days (12) 170.46 58.46 125.95
Operating Cash Flows (13) (₹ in Lakhs) 3373.46 2309.86 2.62
Debt/Equity (14) 0.36 0.92 1.15
Earnings per Share (Basic & Diluted)
Basic (15) 26.26 13.91 3.30
Diluted (16) 26.26 13.91 3.30
Operating Cash Flows before Working
Capital Changes (17) (₹ in Lakhs) 4553.21 2551.14 293.40
Current Ratio (18) 4.05 1.81 1.98
NAV per Equity Share (19) 43.87 17.59 7.25
Net Worth (20) (₹ in Lakhs) 5483.54 2199.12 457.92
Return on Net Worth (21) (%) 59.86% 79.07% 45.50%
Net Debt/Equity (22) 0.34 0.88 1.14
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial
Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the
relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of
the preceding period.
210(3) Gross Profit is calculated as Revenue from Operations less Cost of Services, Changes in inventories of finished
goods, work-in-progress and stock-in-trade and Purchases of stock-in-trade.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by revenue from operations as appearing in
restated financial statements.
(5) EBITDA is calculated as restated profit for the period / year plus tax expenses (consisting of current tax and
deferred tax), finance costs and depreciation and amortisation expenses, less other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means restated profit for the period/year as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profit for the year/period as a percentage of total income as appearing in
Restated Financial Statements.
(9) RoE (Return on Equity) (%) is calculated as restated profit for the period/year attributable to the parent
divided by Average Shareholder Equity attributable to the parent.
(10) RoCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital
employed.
(11) Net Fixed Asset Turnover is calculated as revenue from operations divided by Total Fixed Assets which
consists of property, plant and equipment, capital work-in-progress and right-of-use asset.
(12) Net Working Capital Days is calculated by dividing revenue from operations by working capital i.e. (Current
Assets less Current Liabilities) multiplied by 365 days.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated
Financial Statements.
(14) Debt/Equity is calculated as total debt divided by total equity.
(15) Earnings per Share (Basic) is calculated as defined in Ind AS-33 issued by ICAI.
(16) Earnings per Share (Diluted) is calculated as defined in Ind AS-33 issued by ICAI.
(17) Operating Profit before Working Capital Changes means cash generated before change of working capital
adjustments.
(18) Current Ratio is calculated as current assets minus current liabilities.
(19) NAV per Equity Share is calculated as Equity attributable to equity holders of the parent divided by weighted
average number of shares outstanding at the end of period/year.
(20) Net Worth means Equity attributable to equity holders of the parent as mentioned in the Restated Financial
Statements.
(21) Return on Net Worth is calculated as restated profit for the period/year attributable to the parent divided by
net worth.
(22) Net Debt/Equity is calculated as net debt (Debt less Cash & Cash Equivalents) divided by total equity.
Explanations for KPI Metrics
KPI Explanations
Revenue from Revenue from Operations is used by our management to track the revenue profile
Operations of the business and in turn helps assess the overall financial performance of our
Company and size of our business.
Growth in Revenue from Growth in Revenue from Operations provides information regarding the growth of
Operations our business for the respective period.
Gross Profit Gross Profit provides information regarding the profits from services/goods
provided by the Company.
Gross Profit Margin Gross Profit Margin is an indicator of the profitability of services/goods provided
by the Company.
EBITDA EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin EBITDA Margin is an indicator of the operational profitability and financial
performance of our business.
Profit After Tax Profit after tax provides information regarding the overall profitability of the
business.
PAT Margin PAT Margin is an indicator of the overall profitability and financial performance of
our business.
211KPI Explanations
RoE RoE provides how efficiently our Company generates profits from shareholders’
funds.
RoCE ROCE provides how efficiently our Company generates earnings from the capital
employed in the business.
Net Fixed Asset Net Fixed Asset turnover ratio is indicator of the efficiency with which our
Turnover Company is able to leverage its assets to generate revenue from operations.
Net Working Capital Net working capital days indicates the working capital requirements of our
Days Company in relation to revenue generated from operations.
Operating Cash Flows Operating cash flows provides how efficiently our company generates cash through
its core business activities.
Debt/Equity Debt/Equity ratio provides the ratio of Company’s outstanding debt to its
shareholders’ equity and is used to measure the financial leverage of the Company
Earnings per Share Earnings per Share provides information regarding how efficiently our company
(Basic & Diluted) generate earnings on each weighted average number of Equity Shares outstanding.
Operating Profit before Operating Profit before Working Capital Changes provides information regarding
Working Capital how much cash profit generated by our company from his business operations.
Changes
NAV per Equity Share NAV per Equity Share provides information regarding how much our company net
assets value on each weighted average number of Equity Shares outstanding.
Net Worth Net Worth represents value of our company.
Net Debt/Equity Net Debt to Equity is a measure of our Company’s capital structure and financial
leverage. It reflects the extent to which our Company is funded through debt versus
net worth
Return on Net Worth Return on Net Worth ratio is indicator of how efficiently our Company generates
earnings from the Net Worth in the business.
No. of Containers Sold No. of containers sold is indicator of containers sold during the period.
OUR LOCATIONS
Locations Usage
Survey No. 131-B, 132, 132P1, Near Khodiyar mandir, Bhavnagar-Rajkot Registered Office &
Highway, Shampara (Khodiyar), Shampara, Vartej, Bhavnagar-364060, Gujarat, Manufacturing Facility of the
India. Company
Survey No. 131/A, Navagam, Bhavnagar-Rajkot Highway, Bhavnagar-364060, Registered Office &
Gujarat, India. Manufacturing Facility of our
Subsidiary
STRENGTHS
• Experienced promoters and professional management with domain knowledge
We are led by experienced Promoters in the fabrication and manufacturing industry. Our Promoters are actively
involved in the critical aspects of our business including business development, manufacturing operations,
innovation, product development, marketing and finance. Hasmukhbhai Meghjibhai Viradiya, one of our
Promoters and founder of the Company currently serves as the Managing Director, brings over 23 years of
experience in fabrication and manufacturing industry. He is responsible for strategic business decisions and
overseeing innovations and product developments at our Company. Vallabhbahi Meghjibhai Viradiya, one of our
Promoters and founder of the Company, currently serves as a Whole time Director has been associated with our
Company since its incorporation and brings over 20 years of experience in fabrication and manufacturing industry,
he oversees production and quality control at our Company.
212Our organizational structure is designed to support scaling and adaptation to market changes. Our Promoters,
along with our Key Managerial Personnel, Senior Management, and Board, together with our dedicated
workforce, possesses extensive experience across various functions, enabling us to navigate the complexities of
our business landscape. For further information on our Promoter, Directors and management team, see “Our
Promoter and Promoter Group” and “Our Management” on page 287 and 263 respectively.
• Positioned to capitalize on high global and domestic demand
The global shipping container market continues to experience steady growth, driven by factors including
expansion of international trade, the rapid rise of e-commerce and increasing cargo movement. As an integral
component of global logistics and supply chain infrastructure, container manufacturers like our Company are
strategically positioned to benefit from this consistent and growing demand. Containers form the backbone of
maritime trade, enabling seamless cargo movement across geographies and serving as a critical link in the global
freight ecosystem.
As per the ICRA Report, the global shipping container market reached a value of US$ 20.1 billion in CY2024,
having grown at a CAGR of 0.6% during CY2019–CY2024. Looking ahead, the market is projected to expand at
a significantly higher CAGR of 6.8% during CY2025–CY2033, reaching an estimated value of US$ 37.4 billion
by CY2033. This growth is underpinned by structural factors such as the rising adoption of alternative fuels and
energy-efficient shipping technologies, and continuous investment in port and logistics infrastructure across
developing and developed economies.
India, too, is witnessing a strong uptick in container demand. The Indian shipping container market reached a
value of US$ 361.6 million in FY2025 and is expected to grow at a CAGR of 9.3% from FY2026 to FY2034,
reaching US$ 881.5 million by FY2034. The market has benefitted from the Government of India’s increasing
focus on Atmanirbhar Bharat (self-reliant India), infrastructure development, and recent initiatives aimed at
strengthening domestic container manufacturing capacity.
In December 2024, Ocean Network Express (ONE) launched the Indian Ocean Express service connecting India,
Sri Lanka, and Pakistan with the North European region. This expanded service network enhances connectivity
and provides transshipment solutions via Colombo, addressing the needs of clients in East India and Bangladesh.
Additionally, the Government of India announced the establishment of Bharat Container Line, a dedicated
container shipping division under the Shipping Corporation of India (SCI), further underscoring the policy thrust
towards strengthening India’s maritime logistics ecosystem. (Source: ICRA Report)
Given our Company’s manufacturing capabilities, quality benchmarks, and ability to scale, our Company is well
positioned to capitalize on both the global and domestic growth trajectories of the container shipping market.
• Strategically located manufacturing facility and manufacturing efficiency
Our Company has strategically located manufacturing facility located at Bhavnagar, Gujarat. Our manufacturing
facility is located in an area with availability of skilled manpower, power, water, transport and other facilities
meeting industrial requirements. Since our Company’s incorporation we have undertaken various expansion in
manufacturing capacity of containers to further enhance our capabilities. The table below showcases the expansion
of our Company’s production capabilities on a year-on-year basis:
Year Production Capacity % Increase in Production Capacity
2024-25 15000 50%
2023-24 10000 25%
2022-23 8000 -
As certified by HAM & Engineers inc., Chartered Engineer, an Independent Chartered Engineer by certificate
dated September 10, 2025.
For further detail see “Capacity and Capacity Utilization – Our Business” on page 227.
213The Company’s manufacturing facility is equipped with modern equipment and systems such as Auto Welding
Robots with Laser Sensor, Arm Welding Robot, Embose Press Machine with Auto Sheet Cut, Auto forming with
auto slitting, Shot Blasting Machine with Auto Primer, Laser Cutting Machine, Hydraulic Press Brake Machine
500 Ton Embossing Machine with Robot, Container Test Rig with Water Testing Booth, Auto Line assembly with
boxing facility, Test Rig and etc.
Manufacturing processes of our Company is designed for scalability, allowing the Company to increase
production capacity in response to growing market demand. By leveraging automation, lean manufacturing
techniques, and efficient production planning, our Company is able to reduce operational costs while enhancing
productivity. This operational efficiency not only supports margin expansion but also enables the Company to
maintain consistent product quality at scale. Since our Company owns a large parcel of land admeasuring
59,115.09 sq. mt. of land area, we are well positioned to undertake further expansion in future if required.
• Focus on product advancement and technology integration
Our Company’s manufacturing processes incorporate automation, quality control systems, and precision-based
assembly techniques that ensure consistency and reliability across product batches. These operational efficiencies
contribute to reduced material wastage and greater cost-effectiveness in production.
Our Company is adopting design features that enable the integration of technology tools such as GPS-based
tracking systems having feature like monitoring cargo requirements through ambit temperature alerts. These
features enhance container traceability and allow for better monitoring of asset health, particularly for customers
engaged in high-volume, multi-modal logistics operations. By combining product advancement with technical
responsiveness, our Company has built a reputation for delivering solutions that meet the evolving needs of our
end customers.
BUSINESS STRATEGY
• Diversification into Container Leasing as a New Line of Business
In addition to our manufacturing and job work activities, our Company has diversified into the container leasing
business in Fiscal 2026. Leasing provides customers with a cost-effective and flexible solution to access containers
without large upfront capital expenditure. This business line is expected to generate a recurring and stable revenue
stream while complementing our container manufacturing and maintenance capabilities.
The Indian container leasing industry has grown in tandem with the country’s economic expansion, rising trade
volumes, intermodal transport needs, and the surge in e-commerce. According to the ICRA Report, the Indian
container leasing market reached a value of USD 215.8 million in FY2025, having grown at a CAGR of 8.7%
from FY2020. It is projected to grow at a CAGR of 10.7% between FY2025 and FY2034, reaching USD 591.0
million by FY2034. This growth is driven by factors including infrastructure development (such as inland
container depots, logistics parks, and port upgrades), increased containerized trade, and adoption of digital
platforms for leasing and tracking.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
214sales value (in million US$)
700
591.0
600 559.7
525.0
487.0
500
445.9
402.1
400 356.3
309.4
300 262.4
230.9
214.1 215.8
200 170.3 170.7
142.5
100
0
Source: ICRA Report
By entering this space, our Company has positioned itself to leverage these strong market momentum and target
logistics companies, transport operators, and infrastructure developers seeking short- to medium-term container
solutions. The Company has started building a leasing fleet of standardized and specialized containers, backed by
its in-house manufacturing and maintenance facility, thereby ensuring quality, reliability, and efficiency for
customers. In Fiscal 2026, till August 31, 2025, our Company has leased 330 containers.
Over time, our Company plans to further scale this business by expanding the leased container fleet, diversifying
into multiple leasing models (short-term rentals, long-term contracts, and customized solutions), and exploring
geographic expansion into both mature and emerging markets. Through this initiative, our Company seeks to
strengthen customer relationships, diversify revenue sources, and consolidate its position as a key participant in
India’s rapidly growing container leasing industry.
• Customization and Product Flexibility
Our Company positions itself by offering tailor-made and specialized container solutions designed as per their
specific requirements and technical specifications. We have the capability to design and manufacture specialized
containers, including insulated, modified, and Battery Energy Storage System (BESS) containers, which enables
us to address niche and emerging applications.
By providing customised solutions on demand, our Company meets immediate customer requirements while
establishing long-term relationships, encouraging customers to return to us for their future container needs across
different categories. In addition, our capabilities in both specialised and standardised container manufacturing
enable us to cater to mass orders while retaining the flexibility to deliver unique customer specifications. This
entire approach is intended to build recurring relationships with customers and attract repeat orders for their mass
standardised container requirements. Till date, our Company has manufactured and sold 7 specialised containers
in the category of lashing bin container.
• Strengthening Core Capabilities in Energy Storage and Transport Solutions
Our Company aims to leverage the global shift towards sustainable energy and modernized logistics by focusing
on the development and commercialization of specialized containers like Battery Energy Storage Systems (BESS)
and standardized tank containers. Our Company is currently in the process of finalising R&D efforts for both
product categories, targeting a range of applications including residential and industrial backup power, grid
215stabilization, and the safe transport of chemicals and fuels. Through these offerings, we aspire to position ourselves
as a preferred partner for stakeholders in the clean energy and logistics ecosystems.
As per ICRA Report, the global special container market including BESS and Tank Containers reached a value of
USD 1.75 billion in CY2024, recording a compound annual growth rate (CAGR) of 0.6% from CY2019 to
CY2024 and is projected to grow at a CAGR of approximately 8.0% during CY2025–CY2033, reaching an
estimated value of USD 3.6 billion by CY2033.
Sales Value (in Billion US$)
4.5
4.0
4.0 3.6
3.4
3.5 3.1
3.0 2.9
3.0 2.7
2.5
2.3
2.5 2.0 1.9 2.1
2.0 1.7 1.7
1.5 1.2
1.0
0.5
-
Source: ICRA Report
• Enhancing Operational Efficiencies and Scaling Production
Our Company’s operational strategy focuses on building manufacturing capacity and improving cost efficiency
through process optimization and automation. We intend to streamline production workflows and adopt advanced
fabrication technologies to enhance precision and output quality. Investments in automation, along with the
implementation of strong quality control mechanisms such as arm welding robot, auto welding with laser sensor
robot, embose machine with auto sheet cut, etc. which are expected to allow us to fulfill large-volume orders while
maintaining competitive pricing and adherence to international safety and performance standards.
• Expanding Market Reach and Distribution Network
Our Company intends to increase our market presence both domestically and internationally. According to the
ICRA Report, the global shipping container market reached a value of USD 20.1 billion in CY2024, having grown
at a modest CAGR of 0.6% during CY2019–CY2024. Looking ahead, the overall market is projected to expand
at a significantly higher CAGR of 6.8% during CY2025–CY2033, reaching USD 37.4 billion by CY2033. Growth
in the sector is being driven by structural factors such as globalization of trade, rapid expansion of e-commerce,
increasing adoption of alternative fuels and energy-efficient shipping technologies, and continued investment in
port and logistics infrastructure across both developed and developing economies.
Further, the specialised container segment, including flat rack, battery energy storage system (BESS), and tank
containers, accounted for USD 1.75 billion in CY2024, having grown at a CAGR of 0.6% over CY2019–CY2024.
This segment is expected to grow at a faster pace of approximately 8.0% CAGR between CY2025 and CY2033,
reaching an estimated USD 3.6 billion by CY2033. The outlook for specialised containers is supported by rising
adoption of renewable energy solutions requiring BESS containers, growing use of tank containers in chemicals
and bulk commodities, and increasing demand for flat rack containers in large-scale infrastructure and renewable
energy projects. These trends underscore the strategic role of specialised containers in meeting the evolving
logistics needs of global trade. (Source: ICRA Report)
While the majority of our revenue has been historically derived from domestic sales by our Company, we have
commenced exports in Fiscal 2025, marking the beginning of our efforts to expand our geographical footprint
216beyond India. For fulfilment of our export obligations and otherwise also, our Company intends to focus on
exports. In this endeavour, we aim to first focus on mature and high-demand markets such as the European Union,
North America, and select regions of Asia, where renewable energy adoption, container leasing, and containerized
transport are already well established. In the second phase, we plan to target emerging economies in South
America, Africa, and India, which are expected to witness significant growth in infrastructure development and
clean energy investments, thereby driving demand for specialized containers.
• Focus on Branding
Our marketing strategy aims to build brand visibility and credibility in both existing and new markets. This will
be achieved through participation in industry events, social media outreach, and focused communication of our
value proposition, which includes quality and cost-effectiveness. The Company intends to establish long-term
customer relationships by delivering quality products and ensuring timely execution. Building client trust and
loyalty is crucial for our business growth approach. The Coastal Shipping and IWT Business Summit, Kochi
(2022), Multimodal Logistics Summit, Gandhidham (2024), Intermodal Europe, Netherlands (2024), Intermodal
Asia, China (2024), Cargo Connexions Conclave, Coimbatore (2025), Business Growth Meet, Bhavnagar (2025),
Intermodal Asia, China (2025), 12th GLA Global Logistics Conference, Dubai (2025) to showcase our product
range and connect with potential customers.
PRODUCTS
A comprehensive overview of the Company’s product portfolio is as follows:
217Product Name Image Specifications
Dry Containers
Dimensions (LWH): 3048 x 2438 x
2591 mm
Weight & volume:
• Tare weight:- 1,540 kg (3,395 lbs)
• Maxx. Gross weight:- 7,500 kg
10FT Standard (16,535 lbs)
Container • Payload capacity:- 5,960 kg (13,140
lbs)
• Volume capacity: 15.9 m3 (560 cu.
FT)
Advantage: Compact and easy to
transport.
Dimensions (LWH): 6058 x 2438 x
2591 mm
Weight & volume:
• Tare weight:- 2,200-2,400 kg (4,850-
5,300 lbs)
• Maxx. Gross weight:- 30,480 kg
20FT Standard
(67,200 lbs)
Container
• Payload capacity:- 28,080-28,280 kg
(61,905-62,346 lbs)
• Volume capacity:- 33.2 m3 (1,170
cu. Ft)
Advantage: Standard size, widely
compatible, easy loading/unloading.
Dimensions (LWH): 6058 x 2438 x
2896 mm
Weight & volume:
• Tare weight:- 2400-2800 kg (5290-
6170 lbs)
• Maxx. Gross weight:- 36,000 kg
20FT High Cube
(79,366 lbs)
Container
• Payload capacity:- 33,200-33,600 kg
(73,194-74,074 lbs)
• Volume capacity:- 37.4 m3 (1,320
cu. Ft)
Advantage: Extra height for
voluminous cargo, cost-efficient.
Dimensions (LWH): 12,192 x 2438
x 2896 mm
Weight & volume:
• Tare weight:- 3,800- 4,100 kg
(8,380-9,050 lbs)
40FT High Cube
• Maxx. Gross weight:- 32,500
Container
(71,650 lbs)
• Payload capacity:- 28,400-28,700 kg
(62,610-63,270 lbs)
• Volume capacity:- 76.4 m3 (2,700
cu. Ft)
218Product Name Image Specifications
Advantage: Large capacity, suitable
for bulk and large shipments
Dimensions (LWH): 12,192 x 2438 x
2591 mm
Weight & volume:
• Tare weight:- 3,800 kg (8,380 lbs)
• Maxx. Gross weight:- 30,480
40FT Standard (67,200 lbs)
Container • Payload capacity: - 26,680 kg
(58,820 lbs)
• Volume capacity:- 67.7 m3 (2,390 cu.
Ft)
Advantage: Good balance between
size and capacity for general use.
Other Containers
Dimensions (LWH): 6058 x 2438 x
2591 mm
Weight & volume:
• Tare weight:- 4,000 kg (8,820 lbs)
• Maxx. Gross weight: - 30,000-
36,000 kg (66,140-79,366 lbs)
• Payload capacity: - 26,000-32,000
kg (57,320-70,548 lbs)
Cement Tank
• Volume capacity: - 22,000-26,000
Container
ltr.
• Discharge rate: - 1.0 to 1.3 ton per
minute
• Design pressure: - 0.3 mpa
Advantage: Suitable for bulk
powders; fast discharge; pressurized
transport special feature - cement,
fly ash, lime, dry powder.
Dimensions: 20ft & 40ft
Types Of Open Top Container:
Open Top Hardtop Open Top Container,
Container Softtop Open Top Container
Uses: Heavy Machinery, Heavy
Timber Component.
Dimensions: 20ft & 40ft
Weight & volume:
• Tare weight:- 2200 kg to 4500 kg
Both Open
• Maxx. Gross weight:- 36,500 kg
Container
(80,468 lbs)
• Payload capacity: - 33,500 kg
(73,854 lbs)
219Product Name Image Specifications
Uses: Both ends open full swing
doors, heavy duty looking
mechanisms.
Dimensions (LWH): 6058 x 2438 x
2896 mm
Weight & volume:
• Tare weight:- 3,000 kg (6,614 lbs)
20FT Diagonal • Maxx. Gross weight:- 36,500 kg
Door Container (80,468 lbs)
• Payload capacity: - 33,500 kg
(73,854 lbs)
• Volume capacity:- 37.7 m3 (1321 cu.
Ft)
Dimensions (LWH): 6058 x 2438 x
2896 mm
Weight & volume:
• Tare weight:- 3,050 kg (6,724 lbs)
20FT Centre • Maxx. Gross weight:- 36,500 kg
Door Container (80,468 lbs)
• Payload capacity: - 33,450 kg
(73,744 lbs)
• Volume capacity:- 37.7 m3 (1321 cu.
Ft)
Specialized Containers
Dimensions: 40ft & 42ft
Capacity: 60 To 80 Ton
Floor: Steel Floor
Coil Container
Roof: Open Hard/Soft Top
Uses: Transportation of steel coil,
aluminium coil & all hot rolled coil
Dimensions (LBH): 6,058 x 2438 x
1,290 mm
Weight & volume:
• Tare weight: - 1,500 kg (3,306 lbs)
Lashing Bin • Bin capacity: - 8 storage bin (1200 x
Container 1000 x 600 mm) or 10 storage bin
(1000 x 1000 x 600 mm)
Advantage: Custom storage bin
system, easy stacking and transport
of bins.
220Product Name Image Specifications
Dimensions: 20ft & 40ft
Operating Temperature: - 20 C̊ To
45 ̊C
Protection Level: IP55
Life of Container: 20 Years
Advanced Features: Cooling System,
BESS Container Fire Protection System, Battery
Management System, High Quality
Battery Packs.
Uses: Renewable Energy Integration,
Grid Stabilization, Emergency
Backup, Remote Power Supply,
Charging Station.
SERVICE OFFERED BY OUR COMPANY
Our Company in Fiscal 2026, w.e.f. May 14, 2025, has diversified into the business of providing containers on a
leasing basis. Under this model, we make available ISO-standard shipping containers and specialised containers
for use in freight transport and logistics operations within India. The leasing services are offered for both short-
term and long-term requirements, providing flexibility and operational efficiency to customers.
Our leasing service is backed by our in-house manufacturing capabilities, which enables us to ensure that the
containers supplied meet the required technical specifications and are fit for heavy-duty transportation. The
containers provided under leasing arrangements are maintained to comply with safety, structural, and operational
standards. Through this initiative, our Company has broadened its business portfolio, creating an additional and
recurring source of revenue while complementing our container manufacturing business. Our Company, till
August 31, 2025, has leased 330 containers.
ORDER BOOK OF OUR COMPANY
Our Company has cumulatively produced 13,101 containers (basis job work & direct orders) since incorporation
up to March 31, 2025 and as of August 31, 2025, our Company has an order book of 802 containers in hand
valuing approximately ₹ 2,834.27 lakhs and a service order book for 170 containers. Order book details as of
August 31, 2025 are indicated below:
(₹ in Lakhs)
% of
Actual Delivered till
Work Order complet
31 August 2025
ion
Work
S.
Description of Work Order Order Billing
No.
Quantity Amount Qty (Rs. In Actual
(Rs. In Lakhs)
Lakhs)
1 40 ft Coil container 45 330.12 0 0 0
2 20 High Cube 3 door access container 180 565.38 64 201.02 35.56%
3 20 High Cube 3 door access container 350 1,032.18 10 29.49 2.86%
4 Domestic Containers - 40 ft High Cube 300 1,125.00 0 0 0
5 Panel (Insulated) Container 1 12.1 0 0 0
876 3,064.78 74 230.51
As certified by Sanjeev Shriram Verma & Co., Chartered Accountant pursuant to their certificate dated September
24, 2025
221The details of service order book as of August 31, 2025 is as under:
Actual Leased till 31 August % of
Work Order
2025 completion
Description
S
of Work
No. Quantity Work Order Amount Qty Billing Actual
Order
137 Rs. Per day Per 137 Rs. Per day Per
20 ft High
Container excluding Container excluding
1 Cube 500 330 66.00%
GST and GST and
container
Transportation Transportation
As certified by Sanjeev Shriram Verma & Co., Chartered Accountant pursuant to their certificate dated September
24, 2025
PRODUCTS OFFERED BY OUR SUBSIDAURY
Our Subsidiary, established in 2005, is primarily engaged in design, manufacturing, and assembly of plastic
extrusion plants, rope making machinery, and associated equipment. Its product portfolio apart from containers
includes:
• Plastic Extrusion Plants
• Ring Twisters
• Rope Making Machines (including inflow twisters, mixture and grinder machines, and winders)
• Other special customised machinery
• Bobbins.
All of these products are manufactured on an order-specific, tailor-made basis as per customer specifications,
supported by in-house production and material handling manufacturing facility at Bhavnagar, Gujarat. These
products are sold to industrial customers on a B2B basis and are used for the manufacture of end products such as
ropes, twines, nets, industrial cords, synthetic fibers, and other plastic-based industrial and consumer applications.
The table below sets forth the product wise annual installed production capacity of our Subsidiary as on the date
of Draft Red Herring Prospectus:
Annual Installed
S. No. Product Particulars
Capacity (Nos.)
1. Plastic Extrusion Plant and Machinery with Ancillary Machinery 300
Rope Making Machines, Ring Twister, Inflow Twister, Mixture
2. 420
and Grinder machine, Winder machine
3. Special Customized Machinery 120
4. All types of Bobbins 33600
As certified by HAM & Engineers Inc., Chartered Engineer, an Independent Chartered Engineer by certificate
dated September 12, 2025.
Our Subsidiary has successfully supplied machinery to its customers in various regions globally including South
America, Africa, Europe, North America, etc.
Till August 2025, the Subsidiary was also engaged in container business wherein the container manufacturing on
job-work basis was completed by our Company.
222Our Subsidiary has obtained following industry certifications and accreditations:
S. No. Certification Validity
1. Certificate of ISO 9001:2015, bearing registration/license no. QM/02/01324 February 12, 2028
for Design, Manufacture, Export and Supply of Plastic Extrusion Plant and
Rope Making Machineries, issued by TUV INDIA Private Limited
2. Recognized as a One Star Export House February 24, 2027
MANUFACTURING PROCESS
Our Company’s manufacturing process is detailed hereinbelow:
1. Raw Material Handling & Initial Quality Control
The manufacturing begins with the receipt, transportation, and secure storage of raw materials, primarily steel
sheets. These materials undergo thorough visual, dimensional, and mechanical property checks to ensure they
meet required specifications such as grade, thickness, chemical composition, and tensile strength. Variations like
incorrect grade, rust, or out-of-spec properties are identified at this stage to prevent non-conformities downstream.
2. D-Coiling & Sheet Preparation
Coils are de-coiled, straightened, and cut into specified dimensions using conveyor and cutting systems. Precision
is vital to ensure correct thickness, width, and surface finish. Errors such as stopper misalignment, operator
mistakes, and material faults are managed here. This step prepares the sheets for forming and coating operations.
3. Shop Priming & Surface Protection
The cut sheets receive a primer coat to prevent corrosion and ensure better adhesion for subsequent paint layers.
Key factors include maintaining consistent dry film thickness and paint viscosity. Any irregularity in coating, such
as runs or patchiness, is corrected here to maintain surface protection.
4. Roll Forming, Laser Cutting & Bending
The primed sheets are shaped into container parts through roll forming, which defines specific profiles and bend
angles. This is followed by precise laser cutting or shearing to match design specifications. Final bends are made
223using press brakes. Common issues like burrs, misalignment, and improper forming are carefully managed using
back gauge positioning, roll angles, and cutting parameters.
5. Sub-Assembly & Welding
Formed components like sidewalls, roof, doors, and base are welded into sub-assemblies. Attention is paid to part
fitment, angle accuracy, and weld quality. Welding parameters such as gas flow, wire feed speed, and voltage are
controlled to ensure strong and uniform joints. Post-welding, surface finishing is carried out to remove burrs and
weld spatter.
6. Boxing, Cubing & Final Welding
Sub-assemblies are joined to form the complete container box. Fixtures ensure alignment of diagonals,
dimensions, and panel flatness. The assembled structure is then fully welded to unify the body. Full weld
penetration, clean bead appearance, and dimensional accuracy are critical. Grinding is performed again to
eliminate post-weld imperfections.
7. Final Inspection & Surface Cleaning
Once the container body is complete, a comprehensive inspection is done to verify weld integrity, dimensions,
and finish. Any visual or mechanical defect is rectified before moving ahead. Shot blasting is then carried out to
remove rust, oil, or scale, creating a uniform surface texture ideal for painting.
8. Painting – Primer, Intermediate & Top Coats
Painting is done in three stages: primer application, intermediate coat, and final top coat. Each layer is applied
with controlled air pressure and paint viscosity to ensure uniform DFT and proper adhesion. This not only
enhances appearance but also offers long-term corrosion resistance. Under-structure painting is given special
attention due to environmental exposure.
9. Flooring – Plywood Fitment & Optional Chequered Plate
Marine-grade plywood is fixed onto the container floor using self-tapping screws, ensuring flush fitment and
moisture resistance. In specialized containers, a chequered plate is welded over the plywood for extra strength.
Accurate welding parameters are used to avoid distortions and welding flaws.
10. Gasket & Locking Mechanism Installation
Rubber gaskets are installed on doors for weather sealing, along with the DLM (Double Lock Mechanism) to
ensure secure closure. Proper riveting and alignment are ensured for effective functionality and long-term
durability.
11. Water Leak Test (Shower Test)
The container is subjected to a simulated rain test using high-pressure water jets to confirm its water-tightness.
Key parameters like nozzle pressure, distance, and coverage area are maintained to detect any leakage from joints,
doors, or panels.
12. Final Quality Checks – PDI & Testing
Before dispatch, each container undergoes a Pre-Dispatch Inspection (PDI) that covers paint quality, welding
integrity, surface finish, and dimensional accuracy, aligned with ISO 1496-1 standards. Additionally, one out of
every 100 units (or as required) undergoes structural and functional testing for load handling, door operation, and
sealing effectiveness.
224225MANUFACTURING FACILITY
As of the date of this Draft Red Herring Prospectus, our Company operates one manufacturing facility situated at
Bhavnagar Rajkot Highway, Bhavnagar, Gujarat, this facility is spread across a total land area of over 59,115.09
sq. mt. The total annual installed capacity of this manufacturing facility is 15000 containers, and it is dedicated to
the manufacturing of containers. It has two workshop sheds, each of these are fully equipped with a wide range
of machinery and equipment. Set out below are few pictures of our Company’s manufacturing facility:
226CAPACITY AND CAPACITY UTILIZATION
The table below sets forth the installed production capacity, actual production and capacity utilization of
containers manufacturing at the Company’s manufacturing facility for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Installed Capacity 15,000 10,000 8,000
Actual Production 7,401 5,250 450
Capacity Utilization (%) 49.34% 52.50% 5.63%
As certified by HAM & Engineers Inc., Chartered Engineer, an independent chartered engineer by certificate
dated September 10, 2025
The table below sets forth the installed production capacity, and product wise actual production and capacity
utilization of for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Product –20Feet
Product - 20Feet Product – Bin
Total General Total
High Cube Containers
Fiscal Installed Purpose Production
Containers 20 feet x 10 bins
Capacity Containers
(Production) (Production)
(Production)
Fiscal 2025 15,000 7,054 342 5 7,401
Fiscal 2024 10,000 5,250 - - 5,250
Fiscal 2023 8,000 450 - - 450
As certified by HAM & Engineers Inc., Chartered Engineer, an independent chartered engineer by certificate
dated September 10, 2025
227Power
Our Company have arrangements for regular power supply at the Company’s Registered Office and for
manufacturing our products and to meet our requirements. To meet the Company’s power requirement our
Company primarily rely on the power supplied by Paschim Gujarat Vij Company Limited, sourcing electricity
through conventional state grid channels.
Additionally in Fiscal 2025, our Company has also set up a solar plant on the rooftop of our manufacturing unit
with an aggregate installed capacity of 875 kW AC and 1000 kW DC, as on date of Draft Red Harring Prospectus.
These solar installations not only provide an environmentally friendly power alternative but also contributes to
cost-effectiveness.
The detail of the solar power plant of the Company is as follows:
S. No. Location Capacity Operative since
1. Survey No. 132, 132P1, Shampara Khodiyar, 875 kW AC and May, 2024
Bhavnagar-Rajkot Highway, Bhavnagar, Gujarat 1000 kW DC
364060
This integrated approach to power management, comprising both renewable and conventional channels,
demonstrates our commitment to operational resilience, sustainability, and infrastructure readiness. It reflects our
proactive stance in ensuring energy security while aligning with broader environmental responsibility goals.
Water
Registered office and manufacturing unit of the Company have adequate water supply arrangements for human
consumption and manufacturing purpose. The requirements are fully met at the existing premises through private
suppliers.
MACHINERY AND EQUIPMENT
The details of machinery and equipment owned by the Company as on the date of Draft Red Herring Prospectus
are as follows:
S. No. Machinery and Equipment Quantity
Cut To Length
1. 1
Machine
Shot Blasting
Machine (Semi-
2. Automatic 1
Manufacturing
Unit)
228S. No. Machinery and Equipment Quantity
Shot Blasting
Machine with Auto
3. Primer (Automatic 1
Manufacturing
Unit)
Laser Cutting
4. 1
Machine
Hydraulic Press
5. 5
Brake Machine
6. Shearing Machine 7
229S. No. Machinery and Equipment Quantity
315 Ton
7. Embossing 1
Machine
C Channel
8. 1
Forming Machine
Z Channel
Forming Machine
9. (Semi-Automatic 1
Manufacturing
Unit)
230S. No. Machinery and Equipment Quantity
Z Channel
Forming Machine
10. (Automatic 1
Manufacturing
Unit)
Side Panel
11. 1
Forming Machine
Rear Corner Inner
12. Outer Welding 2
Machine
Rear Frame
13. 2
Assembly Line
231S. No. Machinery and Equipment Quantity
Front Frame
Assembly Line
14. (Automatic 1
Manufacturing
Unit)
Front Frame
Assembly Line
15. (Semiautomatic 1
Manufacturing
Unit)
Front Panel Zig-
Zag Welding
16. Robot (Automatic 1
Manufacturing
Unit)
Door Assembly
17. 1
Line
232S. No. Machinery and Equipment Quantity
Lock Rod
18. 1
Assembly Unit
Sidewall Pipe
Welding Robot
19. (Automatic 2
Manufacturing
Unit)
Base Assembly
Line
20. (Semiautomatic 1
Manufacturing
Unit)
233S. No. Machinery and Equipment Quantity
Base Assembly
Line (Automatic
21. 1
Manufacturing
Unit)
Sidewall Zig-Zag
Welding Line
22. (Semiautomatic 4
Manufacturing
Unit)
Sidewall Zig-Zag
Welding Robot
23. Line (Automatic 2
Manufacturing
Unit)
Roof Welding
Robot
24. (Semiautomatic 4
Manufacturing
Unit)
234S. No. Machinery and Equipment Quantity
Roof Welding
Robot (Automatic
25. 2
Manufacturing
Unit)
Straight Line
Welding Machine
26. (Semiautomatic 5
Manufacturing
Unit)
Straight Line
Welding Machine
27. (Automatic 7
Manufacturing
Unit)
235S. No. Machinery and Equipment Quantity
Door Welding
Robot (Automatic
28. 1
Manufacturing
Unit)
Pipe Cutting
29. 1
Machine
Vertical Welding
Stand
30. (Semiautomatic 8
Manufacturing
Unit)
236S. No. Machinery and Equipment Quantity
Vertical Welding
Robot (Automatic
31. 2
Manufacturing
Unit)
Scrap Cutting
32. 1
Machine
500 Ton
Embossing
Machine with
33. 1
Robot (Automatic
Manufacturing
Unit)
237S. No. Machinery and Equipment Quantity
Argon & Co Gas
34. 2 1
Tank
35. Paint Gun 12
Mig Welding
36. 184
Machine
Water Testing
37. 1
Booth
238S. No. Machinery and Equipment Quantity
38. Test Rig 1
SALES, MARKETING AND DISTRIBUTION
Our Company’s sales and marketing team plays a vital role in both customer acquisition and relationship
management. The team actively tracks new leads while maintaining consistent engagement with existing
customers to facilitate order procurement, execution, and after-sales support.
The Company periodically undertake structured exercises to identify potential and existing clients with purchasing
capabilities and long-term business potential. The Company undertake various sales and marketing activities and
generate new leads and strengthen our long-term market presence through active participation in key domestic
and international trade exhibition such as The Coastal Shipping and IWT Business Summit, Kochi (2022),
Multimodal Logistics Summit, Gandhidham (2024), Intermodal Europe, Netherlands (2024), Intermodal Asia,
China (2024), Cargo Connexions Conclave, Coimbatore (2025), Business Growth Meet, Bhavnagar (2025),
Intermodal Asia, China (2025), 12th GLA Global Logistics Conference, Dubai (2025). At these events, our teams
showcase our product range and distribute brochures and product catalogues to potential customers.
In addition, we have online presence through platforms such as LinkedIn, Instagram, YouTube and Facebook,
where we share content and updates to generate leads.
RAW MATERIALS AND PROCUREMENT
Primary raw materials used by our Company include corten steel, corner casting, plywood, ventilator, door locking
device, sealant etc. Our Company sources raw materials from a diversified base of suppliers which not only offers
us competitive prices but also quality and quantity assurance. Our Company in some cases enters into contracts
with raw material suppliers, however the prices of the raw material are finalised as per market conditions. For
instance, we have entered into an arrangement for the procurement of corten steel and allied items. These contracts
not only offer us the quantity assurance but as a container manufacturing company, we are able to place larger
orders and negotiate the prices for the raw materials which help us to manufacture and sell our products at a
competitive price as compared to our peers. In case of job-work from our Subsidiary, the raw material is provided
by our Subsidiary.
We procure our raw materials, both from the domestic market and international market, depending upon the price
and availability of raw materials. Our expenses towards purchase of raw materials for the Fiscal 2025, Fiscal 2024,
and Fiscal 2023 was ₹ 1,583.75 lakhs, ₹ 257.31 lakhs, ₹ 18.71 lakhs comprising 51.38%, 13.04%, and 9.03% of
our total expenses, respectively.
Import of Raw Materials
In case of import of raw material, our Company majorly imports from China. The table set forth below list out
the brief details of Imports made by our Company in past three years:
239(₹. in lakhs except for percentages)
Country Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of total Amount % of total Amount % of total
purchases purchases purchases
China 313.83 19.82% - - - -
Total Imports 313.83 19.82% - - - -
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
Domestic purchase of Raw Material
Our Company also purchases raw materials from domestic suppliers depending upon the needs and availability
of raw material. The table set forth below list out the brief details of raw materials purchased from domestic
suppliers:
(₹. in lakhs except for percentages)
Fiscal 2025 Fiscal 2024 Fiscal 2023
State/Supplier Name % of total % of total % of total
Amount Amount Amount
purchases purchases purchases
Gujarat 1,000.45 63.17% 228.16 88.67% 15.25 81.50%
Haryana 94.64 5.98% 2.91 1.13% - -
Maharashtra 66.67 4.21% 11.83 4.60% 3.46 18.50%
Karnataka 53.96 3.41% - - - -
Chhattisgarh 37.69 2.38% - - - -
Others 16.52 1.04% 14.41 5.60% - -
Total Domestic
1,269.92 80.18% 257.31 100.00% 18.71 100.00%
Purchases
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 21, 2025.
Keeping in mind Make in India Initiative of the Government of India, our Company also in-house manufactures
some spares such as front lashing bar, door holder ring, door holder rope, panel, door member etc. which are
integral part of Shipping Containers. Our Company’s ability to manufacture certain raw materials in-house reduces
reliance on external suppliers, allowing us to maintain better control over raw material quality, lower costs, achieve
quicker turnaround times.
CUSTOMERS
As most of our operations have been undertaken on a job work basis for our Subsidiary, a substantial portion of
our revenue is currently concentrated with a single customer. Below are the details of our revenue from operations
from our top customers for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
(₹ in Lakhs)
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Revenue Revenue Revenue
Customers revenue revenue revenue
from from from
from from from
Operations Operations Operations
operations operations operations
Contribution of
6,087.27 88.19 4,017.34 99.50 452.84 100.00
Top 1 Customer
Contribution of
6,819.71 98.80 4,039.44 100.00 452.84 100.00
Top 3 Customers*
Contribution of
6,892.22 99.85 4,039.44 100.00 452.84 100.00
Top 5 Customers*
* There is only 1 customer in FY 2022-23 and 2 customers in FY 2023-24.
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 21, 2025.
240HUMAN RESOURCE
Our Company’s workforce plays a vital role in maintaining quality and safety standards and handling the day-to-
day activities within the Company. As on August 31, 2025, we have 53 permanent employees. We have not
experienced any work stoppages or labour disputes in the past. To ensure workplace safety and compliance with
statutory requirements, the Company has implemented structured safety programs including mandatory
inductions, use of personal protective equipment, machine safety protocols, fire and emergency preparedness, safe
handling of hazardous materials, regular audits, and awareness trainings. The number of contractual workers
varies depending on the need, allowing us flexibility to meet operational needs. As on August 31, 2025, the
department wise break-up of the employees of our Company is as follows:
Sr. No. Departments Number of Employees
1. Managing Director 1
2. Whole Time Director 2
3. Legal & Compliance 1
4. Maintenance Department 1
5. Production Department 37
6. Quality Control Department 2
7. Store Department 1
8. Marketing Department 1
9. HR Department 2
10. Account Department 2
11. Design Department 1
12. Business Development Department 1
13. Design & NPD Department 1
Total 53
Employee and related costs comprise salaries, wages, bonuses, contributions to provident and other funds, and
other benefits provided to employees. These costs are essential for maintaining operational efficiency and ensuring
workforce retention.
FY 2024-25 FY 2023-24 FY 2022-23
Employee Benefit Employee Benefit Employee Benefit
% of Total % of Total % of Total
Expense Expense Expense
Expenses Expenses Expenses
(₹ In Lakhs) (₹ In Lakhs) (₹ In Lakhs)
253.06 8.21% 307.95 15.60% 14.43 6.97%
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
The details of the rate of attrition of the employees of our Company are as under:
Average Employee of the Separations
Financial Year Attrition Rate
company during the year during the period
2024-25 48 48 101.05%
2023-24 34 49 144.12%
2022-23 12 - -
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
241EMPLOYEES PROVIDENT FUND AND EMPLOYEES STATE INSURANCE CORPORATION
Our Company is registered with Employees’ Provident Fund Organisation (EPFO). The Employees State
Insurance Act, 1948 is not applicable on the Company as Shampara is not a notified area as per the Circular No.
37.N-15/14/40/95/Ins.I dated May 30, 2006. The details of employees covered in Employee Provident Fund along
with contributions and payment are as below:
Number of employees registered Total
Employee Total
Contribution
S.No. Period Provident Contribution
Opening Additions Deletion Net deposited
Fund Rs. (In Lakhs)
Rs. (In Lakhs)
1. FY 25 EPF - - - - - -
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 22, 2025.
ENVIRONMENT SOCIAL AND CORPORATE GOVERNANCE INITIATIVES
Our Company is committed to responsible and sustainable manufacturing practices in the production of
containers. We recognize that environmental stewardship is integral to long-term business and are dedicated to
minimizing the environmental impact of our operations through continuous improvement and adherence to
regulatory and voluntary environmental standards.
Our Company has established a Corporate Social Responsibility (“CSR”) Policy in strict compliance with the
provisions of the Companies Act, 2013 and the corresponding rules framed thereunder. This policy outlines our
commitment to responsible corporate citizenship and serves as a guiding framework for planning, executing, and
monitoring initiatives that contribute to the welfare of society.
To oversee the implementation of the Company’s CSR strategy, our Board of Directors has constituted a Corporate
Social Responsibility Committee (“CSR Committee”). This Committee is entrusted with the responsibility of
formulating and recommending CSR initiatives, proposing the annual CSR budget, and monitoring the progress
and impact of ongoing projects. The CSR Committee also ensures that all initiatives are aligned with our policy
objectives and comply with the applicable legal and regulatory requirements. For detailed information on the
composition and functioning of the CSR Committee, please refer to the section titled “Our Management - Board
Committees – Corporate Social Responsibility” on page 280.
At the core of our CSR philosophy lies a commitment to the upliftment and empowerment of the communities in
which we operate. One of our key focus areas is education for underprivileged children. In line with this objective,
we have implemented programs that provide free access to education, including free tuition, school uniforms,
textbooks, and transportation facilities. These initiatives are designed not only to reduce the financial burden on
families but also to promote inclusive and sustained education for children from economically weaker sections.
COMPETITION
Our Company operates in an industry in which there are very few players in the Indian market due to strong
requirement of technical know-how and high capital requirement both in terms of setting up manufacturing facility
and also working capital requirements. This industry is dependent on majorly Government clients which are in
turn regulated by state policies.
According to the ICRA Report in India, while domestic manufacturing capacity is expanding, including through
new clusters such as Bhavnagar, the cost of producing containers in India remains approximately 25% higher than
in China, leading to continued reliance on imports and leasing arrangements. Key domestic players in the shipping
container industry, as identified in the ICRA Report, including DCM Containers & Engineering Pvt. Ltd
(DCMEPL), Diamondblue Shipping Solutions Pvt. Ltd (DSSPL), SYMCON Industries Pvt. Ltd (SIPL), Jupiter
Wagons Ltd (JWL) and Kalyani Cast Tech Ltd (KCTL).
242In addition to these companies, few public sector entities are also engaged in container manufacturing and
maintenance.
CORPORATE SOCIAL RESPONSIBILITY
Our Company has adopted a CSR policy in compliance with the requirements of the Companies Act and the
Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company have incurred ₹ 23.20 Lakhs, in
Fiscal 2025, towards corporate social responsibility, particularly for digitalization of student’s records in
government primary schools across Gujarat and construction of Hostel for rural students who are preparing for
competitive exams by giving donation to various Trusts such as UDAN Foundation and Gohilwad Leuva Patel
Kelwani Mandal.
COLLABORATIONS
Our Company have not entered into any technical or financial or any other collaboration agreement as on the date
of filing the Draft Red Herring Prospectus.
IMPORT-EXPORT OBLIGATIONS
There are no import obligations as on date of filing this Draft Red Herring Prospectus. Table below set out the
export obligation of the Company as on the dated of Draft Red Herring Prospectus:
Authorisation
Category Import duty saved Export Obligation Amount and Timeline
No.
Our Company has an obligation to export goods
amounting to ₹ 201.93 Lakhs (FOB) which has to
Advance
0311038080 ₹ 56.23 Lakhs be completed on or before April 19,2026, within
Authorisation
the stipulated export obligation period of 18
months.
OUR PROPERTIES
Our Registered Office and manufacturing facility located at Survey No. 131-B, 132, 132P1, Near Khodiyar
mandir, Bhavnagar-Rajkot Highway, Shampara (Khodiyar), Shampara, Vartej, Bhavnagar-364060, Gujarat, India,
is situated on land owned by the Company.
As of the date of this Draft Red Herring Prospectus, our Company has not taken any property on lease. The table
below provides details of the properties owned by our Company as of the date of this Draft Red Herring
Prospectus:
Total Land Consideration Date of the
S. No Usage Address
Area Amount Agreement
1. Registered Office Survey No. 131-B, 132, 132P1, 60,500 800.46 Lakhs Sale Deeds
and Near Khodiyar mandir, sq. mt.# dated June 23,
Manufacturing Bhavnagar-Rajkot Highway, 2025
Facility Shampara (Khodiyar),
Shampara, Vartej, Bhavnagar-
364060, Gujarat, India.
2. Vacant land* Plot No. 384, Chitra Industrial 2658.11 279.11 Lakhs Agreement
Estate, GIDC, Bhavnagar, sq. mt. dated
Gujarat 364060 September
19, 2024
243Total Land Consideration Date of the
S. No Usage Address
Area Amount Agreement
3. Vacant land* Plot No. 394, Chitra Industrial 1853.89 121.72 Lakhs Agreement
Estate, GIDC, Bhavnagar, sq. mt. dated
Gujarat 364060 September
19, 2024
#Out of the total land area admeasuring 60,500 sq. mt., approximately 1,384.91 sq. mt. has been leased out to a
third party.
*These properties have been allotted to our Company by Gujarat Industrial Development Corporation (“GIDC”)
pursuant to agreements dated September 19, 2024. The said agreements contain certain covenants in adherence
of which our Company will be entitled for a right to procure leasehold rights for a period of 99 years. Any failure
of our Company to comply with such conditions will disentitle our Company to have and to hold such leasehold
rights from GIDC for the aforesaid period. For further detail please see “Risk Factor No. 11” on page 49.
INSURANCE POLICIES
Our Company’s operations are subject to risks inherent in our industry, such as risk of machinery failure, work
accidents, fire, natural disasters and other force majeure events, severe damage to our products and property, and
environmental damage. Our Company maintain insurance policies to cover various risks related to our operations.
The table below provides details of the insurance coverage of our Company as on the date of this Draft Red
Herring Prospectus:
S. Name of Insurance Assets
Policy No. Sum Insured Premium Period
No. Policy Company Insured
1. Employees’ D178731368 Go Digit The amount of - ₹1,17,457/- January
Compensation General liability 04, 2025
Insurance Insurance incurred by the to January
Policy Limited Insured as per 03, 2026
Employee’s
Compensation
Act, 1923 in
addition to the
medical cover
in case of any
accident of ₹.
2,00,000 per
employee
2. Marine Cargo OG-25- Bajaj ₹ 6,666.67 All type of ₹1,18,080/- October
Insurance 2202-1018- Allianz lakhs Containers 05, 2024
00000091 General and Spare to October
Insurance Parts 04, 2025
Company
Limited
3. Bharat Laghu OG-25- Bajaj ₹ 4,300.00 Building, ₹1,45,514/- November
Udyam 2202-4057- Allianz lakhs Plant & 11, 2024
Suraksha 00000835 General Machinery, to
Policy (fire Insurance Solar Panel November
insurance) Company and 10, 2025
Limited Electrical
Installation
4. Compressive OG-26- Bajaj ₹ 100.00 lakhs Commerci ₹1,00,300/- September
General 2202-3303- Allianz al General 03, 2025
Liability 00000055 General Liability to
Insurance Insurance Insurance September
Policy Company (Claim 02, 2026
Limited Made
Basis)
244S. Name of Insurance Assets
Policy No. Sum Insured Premium Period
No. Policy Company Insured
5. Public OG-26- Bajaj ₹ 100.00 lakhs Public ₹47,200/- September
Liability 2202-3301- Allianz Liability 03, 2025
Insurance 00000061 General Insurance to
Policy Insurance (Industrial September
Company Risk) 02, 2026
Limited
INTELLECTUAL PROPERTY
As of the date of this Draft Red Herring Prospectus, our Company has applied for registration of four trademarks,
including our logo, with the Registrar of Trademarks under the Trademarks Act, 1999. Our Company also owns
and maintains the domain name www.applcontainers, which serves as our official website. For further details, see
“Government and Other Approvals” beginning on page 442.
245KEY REGULATIONS AND POLICIES
The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums,
circulars and policies which are applicable to the business and operations of our Company. For details of
government approvals obtained by our Company, see “Government and Other Approvals” beginning on page
442.
The information detailed in this section, is based on the current provisions of applicable statutes, rules,
regulations, notifications, memorandums, circulars and policies which are subject to amendments, changes and/or
modifications by subsequent legislative, regulatory, administrative or judicial decisions. The information in this
section has been obtained from publications available in the public domain. The description of the applicable
regulations as given below has been provided in a manner to provide general information to the investors and
may not be exhaustive and is neither designed nor intended to be a substitute for professional legal advice.
KEY LEGISLATIONS APPLICABLE TO OUR COMPANY
1. The Micro, Small and Medium Enterprises Development Act, 2006
The Micro, Small and Medium Enterprises Development Act, 2006 was enacted in order to promote and
enhance the competitiveness of Micro, Small and Medium Enterprise (“MSME”). As per the notification
no. F. No. 2/1(5)/2019-P&G/Policy (Pt.-IV) dated June 01, 2020, the Central Government notified the
following criteria for the classification of MSME with effect from July 01, 2020: as a micro-enterprise, where
the investment in plant and machinery or equipment does not exceed One Crore Rupees and turnover does
not exceed Five Crore Rupees; a small enterprise, where the investment in plant and machinery or equipment
does not exceed ten crore rupees and turnover does not exceed Fifty Crore Rupees; and a medium enterprise,
where the investment in plant and machinery or equipment does not exceed Fifty Crore Rupees and turnover
does not exceed Two Hundred and Fifty Crore Rupees.
The Union Budget 2025-26 has proposed revisions to the classification limits for MSME. These proposed
changes reflect a 2.5x increase in investment limits and a 2x increase in turnover limits. The new
classification thresholds are as follows: (a) For Micro Enterprises, the investment limit will be raised to Rs.
2.5 crores and the turnover limit to Rs. 10 crores; (b) For Small Enterprises, the investment limit will be
increased to Rs. 25 crores and the turnover limit to Rs. 100 crores; and (c) For Medium Enterprises, the
investment limit will be enhanced to Rs. 125 crores and the turnover limit to Rs. 500 crores. A formal
notification under the Micro, Small and Medium Enterprises Development Act, 2006 has been implemented
with effect from April 1, 2025.
2. The Legal Metrology Act, 2009
The Legal Metrology Act, 2009 regulates the standards of weights and measures and governs trade and
commerce in goods sold or distributed by weight, measure, or number. The Act ensures uniformity and
accuracy in weights and measures used in commercial transactions and protects consumer interests.
Under the Act, manufacturers, packers, and importers of goods including cargo containers or any ancillary
packaged products are required to adhere to prescribed labelling, registration, and packaging norms. This
includes declarations such as weight, dimensions, and other relevant specifications on the product label.
Entities involved in the manufacture and sale of cargo containers must ensure compliance with applicable
provisions, especially if components, kits, or subassemblies are sold in packaged form.
246Non-compliance with the provisions of the Act can result in penalties, including fines or prosecution. The
Company is required to maintain appropriate registrations and ensure its packaging and labelling practices
conform to the Legal Metrology (Packaged Commodities) Rules, 2011, as amended.
3. Export Promotion Capital Goods Scheme (“The EPCG Scheme”)
The EPCG Scheme provides that importers can benefit from reduced duties on the import of capital goods
provided that they fulfil an export obligation to export a prescribed amount of their goods manufactured or
services rendered (such amount being a multiple of the duty saved) within a specified period. Export
obligations can be fulfilled by physical exports or by way of “deemed exports”, which are transactions
deemed to be exports.
4. The Sale of Goods Act, 1930
The Sale of Goods Act, 1930 governs contracts relating to sale of goods in India. The contracts for sale of
goods are subject to the general principles of the law relating to contracts. A contract of sale may be an
absolute one or based on certain conditions. The Sale of Goods Act contains provisions in relation to the
essential aspects of such contracts, including the transfer of ownership of the goods, delivery of goods, rights
and duties of the buyer and seller, remedies for breach of contract and the conditions and warranties implied
under a contract for sale of goods.
EMPLOYMENT AND LABOUR LAWS
1. The Factories Act, 1948
The Factories Act, 1948, as amended, defines a “factory” to cover any premises which employs 10 or more
workers on any day of the preceding 12 months and in which a manufacturing process is carried on with the
aid of power or any premises where at least 20 workers are employed, and where a manufacturing process
is carried on without the aid of power. Each State Government has enacted rules in respect of the prior
submission of plans and their approval for the establishment of factories and registration/licensing thereof.
The Factories Act provides for imposition of fines and imprisonment of the manager and occupier of the
factory in case of any contravention of the provisions of the Factories Act.
2. Employee’s Provident Fund and Miscellaneous Provisions Act, 1952 (“EPF Act”)
The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the
government from time to time. All the establishments under the EPF Act are required to be registered with
the appropriate Provident Fund Commissioner. Also, in accordance with the provisions of EPF Act, the
employers are required to contribute to the employees’ provident fund the prescribed percentage of the basic
wages, dearness allowances and remaining allowance (if any) payable to the employees. The employee shall
also be required to make an equal contribution to the fund. The Central Government under Section 5 of the
EPF Act (as mentioned above) frames Employees Provident Scheme, 1952.
3. Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”)
The CLRA, as amended, requires establishments that employ or have employed on any day in the previous
12 months, 20 or more workmen as contract labour to be registered and prescribes certain obligations with
respect to the welfare and health of contract labour. The CLRA places an obligation on the principal employer
of an establishment to which the CLRA applies to make an application for registration of the establishment.
In the absence of registration, contract labour cannot be employed in the establishment. Likewise, every
contractor to whom the CLRA applies is required to obtain a licence and not to undertake or execute any
work through contract labour except under and in accordance with the licence issued. To ensure the welfare
247and health of contract labour, the CLRA imposes certain obligations on the contractor including the
establishment of canteens, rest rooms, washing facilities, first aid facilities, and provision of drinking water
and payment of wages. In the event that the contractor fails to provide these amenities, the principal employer
is under an obligation to provide these facilities within a prescribed time period.
4. The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
(“ISMW Act”)
The ISMW Act regulates the employment of inter-state migrant workers and provides for their conditions of
service. The ISMW Act mandates registration of establishments employing inter-state migrant workmen and
licensing of contractors engaging them. It seeks to ensure fair wages, displacement allowance, journey
allowance, suitable residential accommodation, medical facilities and other welfare measures to protect the
interests of such workmen.
5. Maternity Benefit Act, 1961 (“MB Act”)
The MB Act provides for leave and right to payment of maternity benefits to women employees in case of
confinement or miscarriage etc. The MB Act is applicable to every establishment which is a factory, mine or
plantation including any such establishment belonging to government and to every establishment of
equestrian, acrobatic and other performances, to every shop or establishment within the meaning of any law
for the time being in force in relation to shops and establishments in a state, in which ten or more persons
are employed, or were employed, or any day of the preceding twelve months; provided that the State
Government may, with the approval of the Central Government, after giving at least two months’ notice shall
apply any of the provisions of the MB Act to establishments or class of establishments, industrial,
commercial, agricultural or otherwise.
6. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“POSH Act”)
The POSH Act provides a framework to prevent and address sexual harassment of women at the workplace.
The Act mandates constitution of Internal Complaints Committees prescribes procedures for redressal of
complaints and imposes obligations on employers to provide a safe and secure working environment.
7. Child Labour (Prohibition and Regulation) Act, 1986 (“CLPR Act”)
The Child Labour (Prohibition and Regulation) Act seeks to prohibit the engagement of children in certain
employments and to regulate the conditions of work of children in certain other employments.
8. Other Labour law legislations
In addition to the aforementioned material legislations that are applicable to our Company, some of the other
labour legislations that may be applicable to our Company include the following:
A. Payment of Gratuity Act, 1972;
B. State-wise Labour welfare fund legislations and rules made thereunder;
C. Equal Remuneration Act, 1976;
D. Workmen's Compensation Act, 1923;
E. The Industries (Development and Regulation) Act, 1951;
F. Industrial Disputes Act, 1947
G. Payment of Wages Act, 1936
H. The Minimum Wages Act, 1948
I. Trade Unions Act, 1926
248J. Employee Compensation Act, 1923
In order to rationalize and reform labour laws in India, the Government of India has framed four labour codes:
a) The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020,
and it proposes to subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade
Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. The provisions of this code
will be brought into force on a date to be notified by the Central Government.
b) The Code on Wages, 2019 received the assent of the President of India on August 8, 2019, and proposes to
subsume four existing laws namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the
Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976. The Central Government vide
notification dated December 18, 2020, notified certain provisions of the Code on Wages, mainly in relation
to the constitution of the advisory board. The remaining provisions of this code will be brought into force on
a date to be notified by the Central Government.
c) The Occupational Safety, Health and Working Conditions Code, 2020, received the assent of the
President of India on September 28, 2020, and proposes to subsume certain existing legislations,
including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State
Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979, and the Building
and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. The
code proposes to provide for, inter alia, standards for health, safety and working conditions for employees
of the establishments. The provisions of this code will be brought into force on a date to be notified by the
Central Government.
d) The Code on Social Security, 2020, received the assent of the President of India on September 28, 2020
and it proposes to subsume certain existing legislations including the Employee’s Compensation Act, 1923,
the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions
Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other
Construction Workers’ Welfare Cess Act, 1996, and the Unorganised Workers’ Social Security Act,
2008. This code aims to provide uniformity in providing social security benefits to the employees which
was earlier segregated under different acts and had different applicability and coverage. The provisions of
this code were partially bought into force by the Central Government vide notification dated May 3, 2023.
GENERAL CORPORATE
1. Companies Act, 2013
The Companies Act, 2013, has replaced the Companies Act, 1956 in a phased manner. The Act received the
assent of President of India on 29th August 2013. The Companies Act deals with incorporation of companies
and the procedure for incorporation and post incorporation. The conversion of private company into public
company and vice versa is also laid down under the Companies Act, 2013. The procedure related to
appointment of Directors. The procedure relating to winding up, voluntary winding up, appointment of
liquidator also forms part of the Act. Further, Schedule V (read with sections 196 and 197), Part I lays down
the conditions to be fulfilled for the appointment of a managing or whole-time director or manager. It
provides the list of Acts under which if a person is prosecuted, he cannot be appointed as the director or
Managing Director or Manager of a Company. The provisions relating to remuneration of the directors
payable by the companies is under Part II of the said schedule.
2. SEBI Regulations
249Securities and Exchange Board of India is the regulatory body for securities market transactions including
regulation of listing and delisting of securities. It forms various rules and regulations for the regulation of
listed entities, transactions of securities, exchange platforms, securities market and intermediaries thereto.
Apart from other rules and regulations, listed entities are mainly regulated by SEBI Act, 1992, Securities
Contracts (Regulation) Act, 1956, Securities Contracts (Regulation) Rules, 1957, SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015, SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, SEBI
(Prohibition of Insider Trading) Regulations, 2015 and other applicable rules and regulations.
3. Indian Contracts Act, 1872
The Contract Act is the legislation which lays down the general principles relating to formation, performance
and enforceability of contracts. The rights and duties of parties and the specific terms of the agreement are
decided by the contracting parties themselves, under the general principles set forth in Contract Act. The
Contract Act also provides for circumstances under which contracts will be considered as ‘void’ or
‘voidable’. It provides a framework of rules and regulations that govern formation and performance of
contract. The Contract Act contains provisions governing certain special contracts, including indemnity,
guarantee, bailment, pledge, and agency.
4. Information Technology Act, 2002 (“IT Act”)
The IT Act seeks to (i) provide legal recognition to transactions carried out by various means of electronic
data interchange involving alternatives to paper based methods of communication and storage of
information; (ii) facilitate electronic filing of documents; and (iii) create a mechanism for the authentication
of electronic documentation through digital signatures. The IT Act facilitates electronic commerce by
recognizing contracts concluded through electronic means, protects intermediaries in respect of third party
information liability and creates liability for failure to protect sensitive personal data. The IT Act empowers
the Government of India to formulate rules with respect to reasonable security practices and procedures and
sensitive personal data. In exercise of this power, the Department of Information Technology, Ministry of
Electronics and Information Technology, Government of India (“DoIT”), on April 11, 2011, notified the
Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or
Information) Rules, 2011 (“IT Security Rules”) which prescribe directions for the collection, disclosure,
transfer and protection of sensitive personal data by a body corporate or any person acting on behalf of a
body corporate. The IT Security Rules require every such body corporate to provide a privacy policy for
handling and dealing with personal information, including sensitive personal data, ensuring security of all
personal data collected by it and publishing such policy on its website. The IT Security Rules further require
that all such personal data be used solely for the purposes of which it was collected, and any third party
disclosure of such data is made with the prior consent of the information provider, unless contractually agreed
upon between them or where such disclosure is mandated by law. The DoIT also notified the Information
Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 (“IT Intermediaries
Rules”) on February 25, 2021, requiring intermediaries receiving, storing, transmitting, or providing any
service with respect to electronic messages to not knowingly host, publish, transmit, select or modify any
information prohibited under the IT Intermediaries Rules, to disable hosting, publishing, transmission,
selection or modification of such information once they become aware of it, as well as specifying the due
diligence to be observed by intermediaries.
5. The Digital Personal Data Protection Act, 2023 (“DPDP Act”)
The DPDP Act received the assent of the President of India and was notified on August 11, 2023; however,
the provisions of the DPDP Act have not been notified. The DPDP Act seeks to balance the rights of
individuals to protect their personal data with the need to process personal data for lawful and other incidental
purposes. All data fiduciaries, determining the purpose and means of processing personal data, are mandated
250to provide a notice to data principals in plain and clear language containing a description of the personal data
sought to be collected along with the purpose of processing such data. The DPDP Act further provides that
personal data may be processed only for a lawful purpose after obtaining the consent of the individual. A
notice must be given before seeking consent. The notice should contain details about the personal data to be
collected and the purpose of processing. Consent may be withdrawn at any point in time. An individual
whose data is being processed (data principal), will have the right to inter alia (i) obtain information about
processing; (ii) seek correction and erasure of personal data; and (iii) nominate another person to exercise
rights in the event of death or incapacity. The DPDP Act lays down several duties for the data principal.
As per the DPDP Act, data principal shall not inter alia(i) register a false or frivolous grievance or complaint;
and (ii) furnish any false particulars or impersonate another person in specified cases. It further imposes
certain obligations on data fiduciaries including (i) make reasonable efforts to ensure the accuracy,
completeness and consistency of data; (ii) build reasonable security safeguards to prevent breach of personal
data; (iii) inform the Data Protection Board of India (established under the DPDP Act) and affected
persons in the event of a breach; and (iv) erase personal data upon the data principal withdrawing her
consent or as soon as it is reasonable to assume that the specified purpose is no longer being served,
whichever is earlier.
6. The Insolvency and Bankruptcy Code, 2016 (“IBC”)
The IBC covers Insolvency of companies, Limited Liability partnerships (LLPs), unlimited liability
partnerships, and individuals. The IBC has laid down a collective mechanism for resolution of insolvencies
in India, by maintaining a delicate balance for all stakeholders to preserve the economic value of the process
in a time bound manner. The code empowers any creditor of a Corporate Debtor (“CD”), irrespective of it
being a Financial Creditor (“FC”) or an Operational Creditor (“OC”) or a secured or unsecured creditor, or
the Corporate Debtor itself, to file an application before the Adjudicating Authority (“AA”) to initiate
Corporate Insolvency Resolution Process (“CIRP”) against a Corporate Debtor, at their discretion, in the
event of there being a default by the Corporate Debtor in payment of their dues for an amount as specified
from time to time. Upon the initiation of the said CIRP, a resolution plan is required to be formulated and
approved within a time-bound period of 180 days, extendable in certain circumstances as provided under the
code.
TAX RELATED LEGISLATIONS
1. Income Tax Act, 1961 (“IT Act”)
The IT Act is applicable to every Company, whether domestic or foreign whose income is taxable under the
provisions of the IT Act or Rules made thereunder 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. Every company assessable to income tax under the IT Act is required to comply with the
provisions thereof, including those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative
Tax and like every such Company is also required to file its return by September 30 of each assessment year.
2. Goods and Services Tax Act, 2017 (“GST Act”)
The GST Act levies indirect tax throughout India to replace many taxes levied by the Central and State
Governments. The GST Act came into application from July 1, 2017 and combined with the Central Excise
Duty, Commercial Tax, Value Added Tax (VAT), Food tax, Central Sales Tax (CST), Introit, Octroi,
Entertainment Tax, Entry Tax, Purchase Tax, Luxury Tax, Advertisement Tax, Service Tax, Customs Duty,
Surcharges. GST is levied on all transactions such as sale, transfer, purchase, barter, lease, or import of goods
and/or services. India has adopted a dual GST model, meaning that taxation is administered by both the
251Union and State Governments. Transactions made within a single state is levied with Central GST (CGST)
by the Central Government and State GST (SGST) by the government of that state. For Inter-state
transactions and imported goods or services, an Integrated GST (IGST) is levied by the Central Government.
GST is a consumption-based tax; therefore, taxes are paid to the state where the goods or services are
consumed and not the state in which they were produced.
3. Customs Act, 1962
The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of
goods i.e., bringing into India from a place outside India or at the time of export of goods i.e., taken out of
India to a place outside India. Any Company requiring to import or export any goods is first required to get
itself registered and obtain an IEC (Importer Exporter Code).
4. Gujarat State Tax on Professions, Trade, Callings and Employment Act, 1976
The Gujarat State Tax on Professions, Trades, Callings and Employment Act, 1976 is a state legislation
enacted to levy tax on professions, trades, callings, and employment in the state of Gujarat. This Act
empowers the State Government to impose and collect professional tax from individuals engaged in various
professions and occupations. It came into force to ensure a systematic method of revenue generation from
the professional sector. The Act mandates registration by employers and enrolment by self-employed
persons, and provides for the deduction and remittance of professional tax based on prescribed slabs, it
further prescribes timelines for payment and filing of returns, and provides for penalties in case of non-
compliance. The Act is administered by the Commercial Tax Department and aims to ensure structured
revenue collection from the professional and occupational sectors of the State.
ENVIORNMENTAL LAWS/LEGISLATIONS
1. The Environment Protection Act, 1986 and Environment (Protection) Rules, 1986
The Environmental Protection Act, 1986 is an “umbrella” legislation designed to provide a framework for
co-ordination of the activities of various Central and State authorities established under various laws. The
potential scope of the Act is broad, with “environment” defined to include water, air and land and the
interrelationship which exists among water, air and land, and human beings and other living creatures such
as plants, micro-organisms and property. Further, the Ministry of Environment and Forests looks into
Environment Impact Assessment. The Ministry receives proposals for expansion, modernization and setting
up of projects and the impact which such projects would have on the environment which is assessed by the
Ministry in detail before granting clearances for such proposed projects.
2. National Environmental Policy, 2006
This Policy seeks to extend the coverage, and fill in gaps that still exists, in light of present knowledge and
accumulated experience. This policy was prepared through an intensive process of consultation within the
Government and inputs from experts. It does not displace but builds on the earlier policies. It is a statement
of India’s commitment to making a positive contribution to international efforts. This is a response to our
national commitment to a clean environment, mandated in the Constitution in Articles 48A and 51A(g),
strengthened by judicial interpretation of Article 21. 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. Following are the objectives
of the National Environmental Policy:
a. Conservation of Critical Environmental Resources
b. Intra-generational Equity: Livelihood Security for the Poor
252c. Inter-generational Equity
d. Integration of Environmental Concerns in Economic and Social Development
e. Efficiency in Environmental Resource Use
f. Environmental Governance
g. Enhancement of resources for Environmental Conservation.
3. Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
Air Act is an act to provide for the prevention, control and regulatory checks for air pollution resulting by
industries in the course of conducting manufacturing activities. The Act was enacted with an objective to
protect the environment from smoke and other toxic effluents released in the atmosphere by manufacturing
industries. The Act provides for prior consents which need to be obtained from the relevant state pollution
control board in order to establish or operate an industrial plant. The Act levies penalties in the form of fines
or imprisonment for operating an industrial plant in any air pollution control area as prescribed. A prior
written consent is required of the board constituted under the Act if a person intends to commence an
industrial plant in a pollution control area.
4. Water (Prevention and Control of Pollution) Act, 1974
The Water (Prevention and Control of Pollution) Act, 1974 was enacted with an objective to protect the rivers
and streams from being polluted by domestic and industrial waste. The Act prohibits the discharge of toxic
and poisonous matter in the river and streams without treating the pollutants as per the standard laid down
by the Pollution control board constituted under the act. Further, the Act requires prior consent to be obtained
to establish an industry which may discharge trade effluent relating to an industrial plant.
5. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 have been
notified to ensure the safe handling, processing, treatment, packaging, storage, transportation, reprocessing,
collection, conversion, offering for sale and the treatment with respect to the destruction and disposal of
hazardous waste. The Act came into effect in the year 1989 and have been amended in the years 2000, 2003
and with final notification of the Hazardous Waste (Management, Handling and Transboundary Movement)
Rules, 2008 in supersession of former notification. The Rules lay down corresponding duties of various
authorities such as CPCB, State/UT Govts., SPCBs/PCCs, DGFT, Port Authority and Custom Authority
while State Pollution Control Boards/ Pollution Control Committees have been designated with wider
responsibilities. The term hazardous waste includes inter-alia such physical, chemical, biological,
flammable, explosive that causes danger or is likely to cause danger to health or environment.
6. Plastic Waste Management Rules, 2016
The Plastic Waste Management Rules, as amended from time to time by the Ministry of Environment, Forest
and Climate Change under the Environment (Protection) Act, 1986, form the cornerstone of India's
regulatory framework governing the management of plastic waste. These Rules apply comprehensively to
all stakeholders, including waste generators, local bodies, gram panchayats, manufacturers, importers,
producers, and brand owners engaged in the production, sale, distribution, and handling of plastic materials.
The Rules are premised on the principle of Extended Producer Responsibility (EPR), mandating that
producers, importers, and brand owners bear the obligation for the environmentally sound collection,
segregation, transportation, and disposal of plastic waste generated from their products. Subsequent
amendments, particularly those notified in 2018, 2021, and 2022, 2024, 2025 have progressively
strengthened the regulatory regime. Non-compliance attracts penalties under the polluter pays principle and
may invite environmental compensation as determined by the Central Pollution Control Board (CPCB).The
253legal framework emphasizes shared responsibility, market-based compliance mechanisms, and the active
role of both the public and private sectors in addressing the challenges posed by plastic waste.
FOREIGN LAWS
1. Foreign Trade (Development and Regulation) Act, 1992
The Foreign Policy of India is governed by the Foreign Trade (Development and Regulation) Act, 1992
(“FTA”). The FTA, read along with the Foreign Trade (Regulation) Rules, 1993, provides a framework for
the development and regularisation of foreign trade by facilitating import and enhancing export. It authorises
the government to formulate, frame and announce the export and import policy and to keep amending the
same on a timely basis. The FTA provides that no person conducting any import or export shall be authorised
to do so without an importer-exporter code number (“IEC”) which is granted by the Director General of
Foreign Trade, Ministry of Commerce (“DGFT”). The IEC shall be valid until it is cancelled by the issuing
authority. An IEC number allotted to an applicant is valid for all its branches, divisions, units and factories.
Failure to obtain the IEC number shall attract penalty under the FTA. The DGFT is empowered to suspend
or cancel such IEC number upon contravention of any law or when there is a reason to believe that the
respective person is conducting export or import which is in the nature of being prejudicial to the trade
relations of India with any foreign country. Upon suspension or cancellation, the respective person shall not
be entitled to import or export of any goods except under a special license.
2. Foreign Investment Regulations
Foreign investments in India are primarily governed by the Foreign Exchange Management Act, 1999
(“FEMA”) along with the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“FEMA
NDI RULES”) and the Consolidated Foreign Direct Investment Policy (“Consolidated FDI Policy”), as
amended. FEMA along with allied laws seeks to provide a mechanism to facilitate external trade and
payments and further aims to promote orderly development and maintenance of foreign exchange. In terms
of the Consolidated FDI Policy, foreign investment is permitted (except in prohibited sectors) in Indian
companies either through the automatic route or the Government route, depending upon the sector in which
the foreign investment is sought to be made. As per the said policy, foreign investment in the manufacturing
sector is under the automatic route, therefore, the manufacturer is permitted to sell the products manufactured
without going through the Government approval route. Moreover, the Consolidated FDI policy aims to
attract and promote foreign direct investment in order to supplement domestic capital, technology and skills
for accelerating economic growth.
In addition to the foregoing, the Government of India along with the Reserve Bank of India enacted the
Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations,
2019. These regulations, rules and directions have streamlined the regulation of mode of payment and
remittance of sale proceeds, thereby liberalizing the existing framework for mode of payment and
simplifying RBI approvals, making compliance easier.
INTELLECTUAL PROPERTY LEGISLATIONS
In general, the Intellectual Property Rights includes but is not limited to the following:
1. Trade Marks Act, 1999
2. The Patents Act, 1970
3. Indian Copyright Act, 1957
4. The Designs Act, 2000
The key intellectual property legislation applicable to our Company is:
2542551. Trade Marks Act, 1999
The Trade Marks Act, 1999 provides for the application and registration of trademarks in India. The purpose
of the Trade Marks Act is to register trademarks applied for in India and to provide for better protection of
trademark for goods and services and also to prevent use of fraudulent marks. Application for the registration
of trademarks has to be made to Trade Marks registry by any person or persons claiming to be the proprietor
of a trade mark, whether individually or as joint applicants, and can be made on the basis of either actual use
of intention to use a trademark in the future. The Trade Marks Act prohibits any registration of trademarks
which are identical/similar to other trademarks or commonly used name of chemical compound among
others. It also provides for penalties for falsifying and falsely applying trademarks and using them to cause
confusion among the public. The Trade Marks Act provides for civil remedies in the event of infringement
of registered trademarks or for passing off, including injunction, damages, account of profits or delivery-up
of infringing labels and marks for destruction or erasure.
2. The Designs Act, 2000
The Designs Act, 2000 regulates and protects the originality of an article’s design and prohibits the piracy
of registered designs. The Central Government also drafted the Design Rules, 2001, under the authority of
the Designs Act for the purposes of specifying certain prescriptions regarding the practical aspects related to
designs such as payment of fees, register for designs, classification of goods, address for service, restoration
of designs, etc.
OTHER APPLICABLE REGULATIONS
1. The Consumer Protection Act, 2019
The Consumer Protection Act, 2019 (“CPA”) has been enacted to safeguard the interests of consumers and
to provide for the establishment of statutory authorities for the prompt and effective adjudication of consumer
disputes. The CPA affords protection against defective goods, deficiency in services, and seeks to enforce
consumer rights in relation to unfair trade practices, including but not limited to misleading or deceptive
advertisements by manufacturers, service providers, and traders. Further, the scope of the term ‘consumer’
under the CPA has been expanded to encompass transactions conducted through both offline and online or
any other electronic means. Furthermore, the CPA provides for the imposition of penalties, including
pecuniary fines and imprisonment, in cases of non-compliance with its provisions.
2. Electricity Act, 2003
The Electricity Act is the central legislation which consolidated the laws relating to generation, transmission,
distribution, trading and use of electricity and generally for taking measures conducive to development of
electricity industry, promoting competition therein, protecting interest of consumers and supply of electricity
to all areas, rationalisation of electricity tariff, ensuring transparent policies regarding subsidies, promotion
of efficient and environmentally benign policies constitution of Central Electricity Authority, regulatory
commissions and establishment of appellate tribunal.
3. Negotiable Instruments Act, 1881
In India, cheques are governed by the Negotiable Instruments Act, 1881, which is largely a codification of
the English Law on the subject. The Act provides effective legal provisions to restrain people from issuing
cheques without having sufficient funds in their account or any stringent provisions to punish them in the
event of such cheque not being honoured by their bankers and returned unpaid. Section 138 of the Act creates
statutory offence in the matter of dishonour of cheques on the ground of insufficiency of funds in the account
256maintained by a person with the banker which is punishable with imprisonment for a term which may extend
to two year, or with fine which may extend to twice the amount of the cheque, or both.
4. The Arbitration & Conciliation Act, 1996 (“A&C Act”)
The A & C Act provides for a legal framework for the resolution of disputes through arbitration and
conciliation. The primary objective of A&C Act is to promote alternative dispute resolution mechanisms and
offer cost effective, and private alternative to court litigation. Arbitration or conciliation is initiated based on
an agreement between the parties or by an order of court. In arbitration proceedings, the arbitral tribunal
conducts hearings, gather evidence, and issues an award based on the proceedings. In Conciliation
proceedings, the conciliator engages with the parties to help them reach a mutually acceptable resolution.
The arbitral award is the final decision of the arbitrator(s) and is binding on the parties. The arbitral award
has the same force of decree as that the court decree.
5. The Specific Relief Act, 1963
The Specific Relief Act is complimentary to the provisions of the Contract Act and the Transfer of Property
Act, as the Act applies to both, movable property and immovable property. The Act applies in cases where
the Court can order specific performance of a contract. Specific relief can be granted only for purpose of
enforcing individual civil rights and not for the mere purpose of enforcing a civil law. Specific performance
means Court will order the party to perform their part of the agreement, instead of imposing on them any
monetary liability to pay damages to other party.
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257HISTORY AND CERTAIN CORPORATE MATTERS
BRIEF HISTORY OF OUR COMPANY
Our Company was incorporated as “APPL Containers Private Limited”, a private limited company under the
provisions of the Companies Act pursuant to a certificate of incorporation dated October 21, 2021, issued by
Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted from a private
limited company to a public limited company under the provisions of the Companies Act pursuant to a resolution
passed by our Board on June 10, 2025 and by our Shareholders on June 11, 2025. Accordingly, upon conversion,
the name of our Company was changed to “APPL Containers Limited” by deletion of the word ‘Private’ from
its name and a fresh certificate of incorporation dated June 13, 2025 to that effect was issued by the Registrar of
Companies, Central Processing Centre bearing Corporate Identity Number U28129GJ2021PLC126531.
CHANGES IN THE REGISTERED OFFICE
Except as disclosed below, there has been no change in the Registered Office of our Company since the date of
incorporation:
Effective Date of change Reason for
Details of change in the address of Registered Office
of Registered Office change
From Survey No.131, Bhavnagar-Rajkot Highway, Navagam,
Bhavnagar, Gujarat-364060 to Survey No. 131-B, 132, 132P1, Administrative
July 22, 2025
Near Khodiyar Mandir, Bhavnagar-Rajkot Highway, Shampara convenience
(Khodiyar), Shampara, Vartej, Bhavnagar-364060, Gujarat.
MAIN OBJECTS OF OUR COMPANY
The main objects contained in the Memorandum of Association of our Company are as follows:
1. To carry on the business of manufacturing, assembling, procuring, trading, leasing, importing, exporting
or otherwise dealing in all kinds of shipping, porta and prefabricated containers, spare parts, raw material
including any kind of specialized containers, tanks, structure and to carry out repairs, maintenance,
assembly or storage of the same and all activities relating to all types of containers.
The main objects clause as contained in the Memorandum of Association enable our Company to undertake its
existing activities.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION
Set out below are the amendments to the Memorandum of Association of our Company since its incorporation till
the date of this Draft Red Herring Prospectus:
Date of Shareholders’
Resolution / Effective Details of the modifications
date
Clause 5 of the MoA was amended to reflect the increase in the authorised share
September 13, 2022 capital of our Company from ₹ 15,00,000/- divided into 1,50,000 Equity Shares of
₹ 10/- each to ₹ 2,50,00,000/- divided into 25,00,000 Equity Shares of ₹ 10/- each.
Clause 5 of the MoA was amended to reflect the increase in the authorised share
May 23, 2025 capital of our Company from ₹ 2,50,00,000/- divided into 25,00,000 Equity Shares
of ₹ 10/- to ₹ 20,00,00,000/- divided into 2,00,00,000 Equity Shares of ₹ 10/- each.
June 11, 2025 Clause 1 of the MoA was amended to reflect the change of name of our Company
258Date of Shareholders’
Resolution / Effective Details of the modifications
date
from “APPL Containers Private Limited” to “APPL Containers Limited” pursuant
to its conversion from private limited company to public limited company.
MAJOR EVENTS AND MILESTONES OF OUR COMPANY
The following table sets forth the key events and milestones in the history of our Company, since incorporation:
Year Particulars
2021 Incorporation of our Company as a Private Limited company
Inauguration of our manufacturing facility by Shri Narendra Modi, the Hon’ble Prime Minister
2022
of India
Our Company has completed job work of Steel Dry Freight Containers for our Subsidiary for
2024 the manufacturing of 8,400 units and 1,600 units of 20feet High Cube End Open 34T and 36T
capacity, respectively.
Our Company has completed job work for the manufacturing of additional 3000 units of 20-feet
2025
High Cube End Open 36T capacity Steel Dry Freight Containers for its Subsidiary.
Commenced manufacturing of 20F flat rack container lashing storage bin under specialized
2025
container category
Commenced container leasing business and secured first lease order for 100 units of 20-feet
2025
containers having capacity of 33.5 MT-cargo weight on May 14, 2025.
2025 Acquisition of 100% equity shares of our Subsidiary from its existing shareholders.
Acquisition of land on which the Registered Office of our Company is situated from
2025 Hasmukhbhai Meghjibhai Viradiya and Vallabhbhai Meghjibhai Viradiya, who are also
Promoters and Directors of our Company pursuant to Sale Deed dated June 23, 2025.
SIGNIFICANT FINANCIAL AND STRATEGIC PARTNERSHIPS
As on the date of this Draft Red Herring Prospectus, our Company does not have any significant financial or
strategic partnership.
TIME AND COST OVERRUN IN SETTING UP PROJECTS
Our Company has undertaken job work for manufacturing of containers for its subsidiary. There was a time
overrun in completing the manufacturing of the agreed quantity of containers. Consequently, our Company
became liable to bear liquidated damages, which were paid to the subsidiary and ultimately passed on by the
subsidiary to the end customer. For details regarding the liquidated damages paid by our Company, please refer
to “Restated Financial Statements” on page 300.
CAPACITY/FACILITY CREATION, LOCATION OF PLANTS
For details pertaining to capacity/ facility creation, location of plant please refers to “Our Business” on page 206.
LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY IN NEW GEOGRAPHIES OR EXIT FROM
EXISTING MARKETS
For details pertaining to launch of key services, entry in new geographies or exit from existing markets, please
refer to “Our Business” on page 206 and section titled “History and Certain Corporate Matters” - “Major Events
and Milestones of our Company” on page 259.
KEY AWARDS, ACCREDITATIONS OR RECOGNITION
1. Our Company has received a letter of appreciation dated August 28, 2025, from the Saurashtra Chamber of
Commerce and Industry. The letter acknowledges our technological strength and commitment to quality, we
259have achieved remarkable milestones, including the successful delivery of 13,000 shipping containers to our
client within a shorter timeframe.
2. Our Company has received certificate of appreciation from Central Board of Indirect Taxes and Customs,
Ministry of Finance, with regard to prompt filing of returns and payment of Goods and Service Tax for the
Financial Year 2024-25.
3. Our Company has received Certificate of Registration of Container Code for BIC Code APPU, issued by
Bureau International des Containers.
4. Our Company received ISO 9001:2015 by TUV INDIA for design, manufacture, export and supply of all
type of shipping containers.
5. Our Company has received Certificate of Type Approval bearing approval numbers BVCT 2484111/S,
BVCT 2580075/S, BVCT 2581400/S, BVCT 2584400/S and BVCT 2584244/S issued by Bureau Veritas.
DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/ BANKS
As on the date of this Draft Red Herring Prospectus, there are no defaults or rescheduling of borrowings from
financial institutions or banks or conversion of loans into equity in relation to our Company. For further details
about our financial arrangements, see “Financial Indebtedness” on page 404.
DETAILS REGARDING MATERIAL ACQUISITION OR DISINVESTMENTS OF BUSINESS /
UNDERTAKINGS, MERGERS, AMALGAMATION, ANY REVALUATION OF ASSETS, ETC. IN THE
LAST 10 YEARS
Except as disclosed below, our Company has not made any material acquisitions or divestments of business/
undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years preceding the date of this
Draft Red Herring Prospectus:
Acquisition of 100% equity shares of our Subsidiary, Aawadkrupa Plastomech Private Limited
Our Company has acquired an aggregate of 10,000 equity shares, out of which 9,994 (Nine Thousand Nine
Hundred Ninety Four) equity shares acquired by our Company in its own name and remaining 6 (six) shares were
retained by six existing shareholders as nominees on our Company’s behalf, constituting 100% of the paid-up
share capital of Aawadkrupa, for a total cash consideration of ₹ 6,304.80 lakhs (Rupees Six Three Zero Four point
Eight Zero Lakhs). Pursuant to the aforesaid acquisition, Aawadkrupa became our wholly-owned subsidiary
effective August 14, 2025. No share purchase agreement was executed in relation to the said acquisition. The
acquisition was made at a price of per equity share value of ₹ 63,048/- (Sixty Three Thousands Forty Eight), based
on (i) the valuation report issued by registered valuer Rupinder Kaur (IBBI Registration No.:
IBBI/RV/06/2023/15227), dated May 31, 2025 (ii) the valuation report issued by 3Dimension Capital Services
Limited, Category-I Merchant Banker (SEBI Registration No: INM000012528), dated May 31, 2025. Further, our
Chairperson and Managing Director, Hasmukhbhai Meghjibhai Viradiya, also serves as the Managing Director
of our Subsidiary, and our Whole-time Director, Vallabhbhai Meghjibhai Viradiya, serves as a Non-Executive
Director on the Board of our Subsidiary.
HOLDING COMPANY
As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
SUBSIDIARY OF OUR COMPANY
As on the date of this Draft Red Herring Prospectus, we only have 1 (one) subsidiary and the details of which are
as follows:
1. Aawadkrupa Plastomech Private Limited
Corporate Information:
Aawadkrupa Plastomech Private Limited (“Aawadkrupa”) was incorporated as a private limited company on
June 17, 2005 under the Companies Act, 1956 with the Registrar of Companies, Gujarat, Dadra & Nagar
Haveli. The registered office of Aawadkrupa Plastomech Private Limited is situated at Plot No 131/A,
260Navagam Bhavnagar-Rajkot Highway, Bhavnagar-364060, Gujarat, India. The Corporate Identity Number of
Aawadkrupa is U25129GJ2005PTC046264.
Aawadkrupa Plastomech Private Limited became our Wholly Owned Subsidiary with effect from
August 14, 2025.
Nature of Business:
The main objects of Aawadkrupa, as contained in our Memorandum of Association, are as set forth below:
1. To invent, develop, design, manufacture, fabricate, process, prepare, assemble, repair, buy, sell, export,
import, distribute or otherwise deal in all kinds of plant and machineries, equipements, spare parts,
instruments, tools and thing required for the manufacture of plastics, textiles rayon's synthetics and other
allied products.
2. To carry on the business of manufacturing, assembling, procuring, trading, leasing, importing, exporting
or otherwise dealing in all kinds of shipping, porta and pre-fabricated containers, spare parts, raw
material including any kind of specialized containers, tanks, structures and to carry out repairs,
maintenance, assembly or storage of the same and all activities relating to all types of containers.
Capital Structure:
The authorised share capital of Aawadkrupa is ₹ 5,00,000/- divided into 50,000 equity shares of ₹ 10 each.
The issued, subscribed and paid-up equity share capital of Aawadkrupa is ₹ 1,00,000 divided into 10,000
equity shares of ₹ 10 each.
Shareholding Pattern:
S. No. of Equity % of total equity
Name of shareholders
No. Shares share capital
1. APPL Containers Private Limited# 9,994 100
2. Hasmukhbhai Meghjibhai Viradiya* 1 Negligible
3. Vallabhbhai Meghjibhai Viradiya* 1 Negligible
4. Manishaben Viradiya* 1 Negligible
5. Saritaben Viradiya* 1 Negligible
6. Vaibhav Vallabhbhai Viradiya* 1 Negligible
7. Tirthraj Hasmukhbhai Viradiya* 1 Negligible
Total 10,000 100
* Nominee shareholders holding equity shares on behalf of our Company
# Name of the member company has been specified on the basis of BENPOS dated September 19, 2025
Amount of Accumulated Profits or Losses of the Subsidiary not accounted for by the Issuer
The profits or losses of the Subsidiary have not been consolidated in the restated financial statements of our
Company, as the acquisition of Aawadkrupa was completed post Fiscal Year 2025. For further details on the
financial position of our Subsidiary, please refer to the Chapter “Proforma Financial Statements” on page 382.
Common pursuits between our subsidiary and our company
As on the date of this Draft Red Herring Prospectus, our Subsidiary has common pursuits with our Company
limited to business of container manufacturing and leasing. For details, see “Our Business” on page 206. Our
Company will adopt the necessary procedure and practices as permitted by law to address any conflict, if and
when they arise.
ASSOCIATE OR JOINT VENTURES OF OUR COMPANY(S)
As of the date of this Draft Red Herring Prospectus, our Company does not have any associates or joint ventures
company(s).
SHAREHOLDERS AND OTHER AGREEMENTS
As on the date of this Draft Red Herring Prospectus, there are no subsisting shareholders’ agreements,
261arrangements or other agreements containing any material terms or covenants that are required to be disclosed in
this Draft Red Herring Prospectus or the non-disclosure of which may have an impact on an investor’s decision
to participate in the Offer. Furthermore, our Company is not a party to, and is not aware of, any such agreements
or covenants that may be adverse to or prejudicially affect the interests of the minority or public shareholders.
AGREEMENTS BY KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT OR A
DIRECTOR OR PROMOTERS OR ANY OTHER EMPLOYEE OF THE COMPANY
As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by the Key Managerial
Personnel or Senior Management, Director or Promoters or any other employee of our Company, either by
themselves or on behalf of any other person, with any shareholder or any other third party with regard to
compensation or profit sharing in connection with dealings in the securities of our Company.
GUARANTEES GIVEN BY PROMOTERS OFFERING ITS SHARES IN THE OFFER FOR SALE
Except disclosed in “Financial Indebtedness” beginning on page 404, there is no guarantee given by our Selling
Shareholders to third parties.
DETAILS OF AGREEMENTS REQUIRED TO BE DISCLOSED UNDER CLAUSE 5A OF
PARAGRAPH A OF PART A OF SCHEDULE III OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
(“SEBI LODR”).
There are no agreements entered into by the Company which are required to be disclosed under Clause 5A of
Paragraph A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, on the date of filing this Draft Red Herring Prospectus.
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262OUR MANAGEMENT
BOARD OF DIRECTORS
In terms of the Companies Act and the Articles of Association, our Company shall comprise of not less than 3
(three) Directors and not more than 15 (fifteen) Directors, provided that our Shareholders may appoint more than
15 (fifteen) directors after passing a special resolution in a general meeting to that effect. As on the date of this
Draft Red Herring Prospectus, our Board comprises of 8 (eight) directors of which 1 (one) is a Chairman &
Managing Director and 2 (two) are Whole-time Directors and 1 (One) Non-executive & Non-Independent Woman
Director and 4 (four) are Non-Executive & Independent Directors (of which 2 (two) are Women Directors). The
present composition of our Board and its committees is in accordance with the corporate governance requirements
provided under the Companies Act and the SEBI Listing Regulations.
The following table sets forth details regarding our Board as on the date of this Draft Red Herring Prospectus:
Name, Designation, Date of Birth, Address,
Sr. No. Occupation, Period of Directorship, Term, Age Other Directorships
DIN and Nationality
1. Hasmukhbhai Meghjibhai Viradiya 48 years Indian companies:
Designation: Chairman and Managing Director 1. Rope Tech India Private Limited
Date of birth: January 1, 1977 2. Aawadkrupa Plastomech Private
Limited
Address: Plot No. 31-A, Navjivan Society,
Krishna Park Anantwadi Road, Devubaug,
Bhavnagar, Gujarat– 364001.
Foreign companies: Nil
Occupation: Business
Period of directorship: Director since
incorporation
Term: For a period of five years with effect from
August 25, 2025 till August 24, 2030 and not
liable to retire by rotation.
DIN: 01226285
Nationality: Indian
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263Name, Designation, Date of Birth, Address,
Sr. No. Occupation, Period of Directorship, Term, Age Other Directorships
DIN and Nationality
Vallabhbhai Meghjibhai Viradiya
2. 50 Years Indian companies:
Designation: Whole-time Director
1. Rope Tech India Private
Date of birth: June 1, 1975 Limited
Address: Plot No. 576, Near Nani Pragati 2. Aawadkrupa Plastomech
Mandal Wadi, Vijayrajnagar, Bhavnagar, Private Limited
Gujarat– 364001.
Occupation: Business
Foreign companies: Nil
Period of directorship: Director since
incorporation
Term: For a period of five years with effect from
August 25, 2025 till August 24, 2030 and liable to
retire by rotation
DIN: 00317652
Nationality: Indian
3. Vaibhav Vallabhbhai Viradiya 27 Years Indian companies: Nil
Designation: Whole-time Director
Foreign companies: Nil
Date of birth: October 26, 1997
Address: Plot No. 576, Near Nani Pragati
Mandal Wadi, Vijayrajnagar, Bhavnagar,
Gujarat– 364001.
Occupation: Business
Period of directorship: Director since
incorporation
Term: For a period of five years with effect from
August 25, 2025 till August 24, 2030 and liable to
retire by rotation
DIN: 09367612
Nationality: Indian
4. Manishaben Viradiya 45 years Indian companies:
Patel Strap Private Limited
Designation: Non-executive & Non-Independent
Director
Foreign companies: Nil
Date of birth: March 2, 1980
Address: Plot No. 31-A, Navjivan Society,
Krishna Park, Anantwadi Road, Devubaug,
Bhavnagar, Gujarat-364001.
Occupation: Business
Period of directorship: Director since
incorporation
Term: Liable to retire by rotation
DIN: 09332691
Nationality: Indian
264Name, Designation, Date of Birth, Address,
Sr. No. Occupation, Period of Directorship, Term, Age Other Directorships
DIN and Nationality
Avani Hardikbhai Mandaliya 38 Years
Designation: Non-Executive & Independent
Director
Date of birth: April 29, 1987
Address: Plot No. 353-354/C, Madhavnagar-2,
Near Maruti School, Sidsar Road, Bhavnagar,
Gujarat – 364002.
Indian companies: Nil
5. Occupation: Business
Foreign companies: Nil
Period of directorship: Since August 25, 2025
Term: For a period of five years with effect from
August 25, 2025 till August 24, 2030 and not
liable to retire by rotation
DIN: 11257077
Nationality: Indian
6. Brijeshkumar Maheshbhai Pathak 34 Years Indian companies:
1. Dev Labtech Venture Limited
Designation: Non-Executive & Independent
Director
Foreign companies: Nil
Date of birth: June 11, 1991
Address: 73, Kothivadoe, Chikni Sheri, Nari,
Bhavnagar, Gujarat– 364004.
Occupation: Business
Period of directorship: Since August 25, 2025
Term: For a period of five years with effect from
August 25, 2025 to August 24, 2030 and not liable
to retire by rotation
DIN: 09730412
Nationality: Indian
7. Shishir Manoharbhai Trivedi 51 Years Indian companies:
1. Aawadkrupa Plastomech
Designation: Non-Executive & Independent
Private Limited
Director
Date of birth: November 7, 1973 Foreign companies: Nil
Address: 6290, 21, H.I.G. Saikrupa Society, Near
Devrajnagar, Saher Farati Sadak, Bhavnagar,
Gujarat – 364002.
Occupation: Business
Period of directorship: Since August 25, 2025
Term: For a period of five years with effect from
August 25, 2025 till August 24, 2030 and not
liable to retire by rotation
DIN: 07046252
Nationality: Indian
265Name, Designation, Date of Birth, Address,
Sr. No. Occupation, Period of Directorship, Term, Age Other Directorships
DIN and Nationality
8. Nehal Rishikeshbhai Gadhavi 42 years Indian companies:
Nil
Designation: Non-Executive & Independent
Director
Foreign companies: Nil
Date of birth: March 27, 1983
Address: Plot No. 3681, Samarpan Society,
Ghogha Road, Ghogha Jakatnaka, Bhavnagar,
Gujarat – 364001.
Occupation: Education professional
Period of directorship: Since September 11,
2025
Term: For a period of five years with effect from
September 11, 2025 till September 10, 2030 and
not liable to retire by rotation
DIN: 11292070
Nationality: Indian
BRIEF PROFILES OF OUR DIRECTORS
Hasmukhbhai Meghjibhai Viradiya is one of the Promoters and is currently designated as the Chairman and
Managing Director of our Company. He has been associated with our Company since incorporation and has played
a key role in formulating its business strategy, operational framework, and long-term vision. He is responsible for
the overall management of the Company, including strategic planning, business development, finance,
compliance, procurement and operations.
He completed his higher secondary education from the Gujarat Secondary Education Board, Gandhinagar.
Although he does not hold a formal higher education degree, he has over 23 years of entrepreneurial and
managerial experience in the industry in which we operate. He also serves as a Managing Director in our
Subsidiary. The industry knowledge and business acumen that he has gained over the period of time has
contributed to the operational efficiencies and product diversification in our Company.
In recognition of his contribution to business leadership and entrepreneurship, he was conferred with the “Greater
Business Icon Award – 2024” by the Greater Rajkot Chambers of Commerce & Industries.
Vallabhbhai Meghjibhai Viradiya, is one of the Promoters and is currently designated as the Whole-time
Director of our Company. He has been associated with our Company since incorporation and has played a key
role in overseeing production and quality control of the products manufactured by our Company.
He has completed his primary school education from Shri Savainagar Primary Shala, Bhavnagar. He has over 20
years of experience in the industry in which we operate. He also serves as a Director in our Subsidiary.
Vaibhav Vallabhbhai Viradiya, is one of the Promoters and is currently designated as a Whole-time Director
of our Company. He has completed his higher secondary education from the Gujarat Secondary and Higher
Secondary Education Board in 2015. He has over 3 years of experience in the container manufacturing business.
He has been associated with our Company since incorporation and is responsible for operations, design, and
product development.
Manishaben Viradiya is one of the Promoters and a Non-Executive Director of our Company. While she does
266not possess any formal education qualification, she has been associated with the Company since incorporation.
She has over three years of experience in handling administrative functions.
Avani Hardikbhai Mandaliya is a Non-Executive and Independent Director of our Company. She holds a
Bachelor’s degree in Commerce from Sangai International University. She has over 11 years of experience and
was previously associated with M/s P. Bhayani Associates as an Accounts Assistant, M/s P.M. Bhayani & Co. as
a Senior Assistant. Currently, she is the proprietor of Avani Consultancy and handles preparation and maintenance
of financial statements and tax audits.
Brijeshkumar Maheshbhai Pathak is a Non-Executive and Independent Director of our Company. He holds a
Bachelor of Arts (Special) degree from Saurashtra University. He is also an Independent Director of Dev Labtech
Venture Limited, a listed company, since September 7, 2022. He also operates his own proprietorship firm.
Shishir Manoharbhai Trivedi is a Non-Executive and Independent Director of our Company. He holds a
Bachelor of Arts (Special) degree in English from Bhavnagar University, a Bachelor of Laws from Bhanvagar
University, a Master of Laws from Sardar Patel University and a Master’s degree in Human Rights and
International Humanitarian Law from Saurashtra University. He was awarded a Doctor of Philosophy (Ph.D.) in
Law by Maharaja Krishnakumarsinhji Bhavnagar University. He was enrolled as an advocate with the Bar
Council of Gujarat in 1999 and has been in legal practice since then. He is also a registered notary public since
2010. He possesses over 25 years of experience in the legal profession and also 15 years of experience in notarial
practice.
Nehal Rishikeshbhai Gadhavi is a Non-Executive and Independent Director of our Company. She holds a
Bachelor of Arts in English Literature and Social Work from Bhavnagar University, a Diploma in Special
Education (Mental Retardation) from Manipal University, a Special B.Ed. from Dr. Babasaheb Ambedkar Open
University, and a Master’s degree in Human Resource Development from Maharaja Krishnakumarsinhji
Bhavnagar University. She has over 16 years of teaching experience in the areas of disability support,
rehabilitation, and inclusive education.
DETAILS OF DIRECTORSHIP IN COMPANIES SUSPENDED OR DELISTED
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from
being traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus,
during the term of their directorship in such company.
Further, none of our directors is, or was, a director of any listed company, which has been or was delisted from
any stock exchange during the term of their directorship in such company.
RELATIONSHIP BETWEEN OUR DIRECTORS AND KEY MANAGERIAL PERSONNEL OR
SENIOR MANAGEMENT
Except as mentioned below none of the directors of our Company are related to each other or to any of the Key
Managerial Personnel and Senior Management.
Name of the Director/KMP/Senior
Nature of Relationship
Management
Brother of Vallabhbhai Meghjibhai Viradiya
Hasmukhbhai Meghjibhai Viradiya Spouse of Manishaben Viradiya
Paternal Uncle of Vaibhav Vallabhbhai Viradiya
Father of Vaibhav Vallabhbhai Viradiya
Vallabhbhai Meghjibhai Viradiya
Brother of Hasmukhbhai Meghjibhai Viradiya
267Name of the Director/KMP/Senior
Nature of Relationship
Management
Brother-in-law of Manishaben Viradiya
Son of Vallabhbhai Meghjibhai Viradiya
Vaibhav Vallabhbhai Viradiya Nephew of Hasmukhbhai Meghjibhai Viradiya and
Manishaben Viradiya
Manishaben Viradiya Spouse of Hasmukhbhai Meghjibhai Viradiya
Sister-in-law of Vallabhbhai Meghjibhai Viradiya
Spouse of paternal uncle of Vaibhav Vallabhbhai
Viradiya
ARRANGEMENT OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS,
SUPPLIERS OR OTHERS
As on the date of this Draft Red Herring Prospectus, there are no arrangements or understanding with major
shareholders, customers, suppliers or others, pursuant to which any of the Directors were selected as a director or
member of the senior management.
SERVICE CONTRACTS WITH DIRECTORS
Our Company has entered into employment agreement dated August 27, 2025 with Mr. Hasmukhbhai Meghjibhai
Viradiya, Managing Director, Mr. Vallabhbhai Meghjibhai Viradiya and Mr. Vaibhav Vallabhbhai Viradiya,
Whole-time Directors. Pursuant to the terms of the employment agreements entered into with our Managing
Director and Whole-time Directors, it has been agreed that (i) in the event of termination of such agreement by
the Managing Director or Whole-time Director for cause attributable to the Company, they shall be entitled to a
one-time payment equivalent to 24 months of their annual compensation, (ii) in the event of termination by the
Managing Director or Whole-time Director due to incapacity, they shall be entitled to a one-time payment
equivalent to 12 months of their annual compensation, and (iii) in the event of termination of the agreement by
the Company without cause, the concerned Managing Director or Whole-time Director shall be entitled to a one-
time payment equivalent to six months of their annual compensation.
Pursuant to the said employment agreements, Hasmukhbhai Meghjibhai Viradiya and Vallabhbhai Meghjibhai
Viradiya, are also entitled, subject to applicable laws and receipt of requisite approvals including approval of
shareholders, to be issued and allotted additional equity shares of our Company by way of sweat equity, contingent
upon achievement of specified performance milestones, as detailed below:
• Upon our Company achieving an annual gross turnover of ₹50,000.00 lakhs (Rupees Fifty Thousand
Lakhs only), they shall be eligible to an allotment of sweat equity shares equivalent to 0.5% of the then
paid-up equity share capital of our Company.
• Upon our Company achieving an annual gross turnover of ₹70,000.00 lakhs (Rupees Seventy Thousand
Lakhs only), they shall be eligible to an allotment of additional sweat equity shares equivalent to 0.75%
of the then paid-up equity share capital of our Company.
OTHER CONFIRMATIONS
As on the date of this Draft Red Herring Prospectus:
1. None of our Directors are on the RBI list of Wilful Defaulters or declared as a Fraudulent Borrower.
2. None of our Directors are Fugitive Economic Offender.
BORROWING POWERS
In accordance with Articles of Association and Section 180(1)(c) of Companies Act, the members of our Company
268vide resolution passed on July 23, 2025 in their EGM have authorised our Board (including its committee) to
borrow from time to time, any sum or sums of monies, which together with the monies already borrowed by the
Company (apart from temporary loans obtained or to be obtained by our Company from its bankers in the ordinary
course of business), may exceed the aggregate of the paid-up share capital of our Company and its free reserves,
provided that the total amount of monies so borrowed by our Company shall not at any time exceed the limit of ₹
1,00,000 lakhs (Rupees One Hundred Thousand Lakhs only).
REMUNERATION/COMPENSATION PAID TO DIRECTORS
Except as mentioned below, no other directors have received remuneration during the Fiscal 2025.
(₹ in Lakhs)
Name of Director Fiscal 2025
Hasmukhbhai Meghjibhai Viradiya 17.40
Vallabhbhai Meghjibhai Viradiya 17.40
Vaibhav Vallabhbhai Viradiya 11.40
Manishaben Viradiya 5.40
The figures disclosed above are based on Restated Financial Information
Compensation of our Executive Directors
The compensation payable to our Executive Directors will be governed as per the terms of their appointment and
shall be subject to the provisions of Sections 196, 197, 198 and 203 and any other applicable provisions of the
Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment
thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and the Articles of
Association of the Company.
Terms and conditions of employment of our Managing Director Hasmukhbhai Meghjibhai Viradiya
Pursuant to the resolutions passed by the Board and Shareholders dated August 25, 2025 and August 27, 2025
respectively, Hasmukhbhai Meghjibhai Viradiya has been appointed as Chairman & Managing Director of our
Company with effect from August 25, 2025 and is entitled to the following remuneration and perquisites:
Remuneration ₹ 252.00 lakhs per annum
Salary may be revised periodically based on the
recommendation of the Board of Directors or Nomination and
Remuneration Committee, if any.
Term of Appointment 5 Years (from August 25, 2025 to August 24, 2030)
Perquisites Perquisites as per Section IV of Schedule V of the Companies
Act as provided below:
I. Provident fund and superannuation:
1. The company’s contribution towards the Provident Fund
will be as per the Company’s Policy in compliance with
The Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952 and rules made thereunder.
2. Gratuity will be payable as per the Company’s Policy in
compliance with The Payment of Gratuity Act, 1972 and
rules made thereunder.
3. Encashment of leave at the end of tenure, if any, as per the
policy of the Company.
II. Other perquisites as provided below:
1. House Rent Allowance (HRA) and Company leased
accommodation;
2692. Reimbursement of medical expenses and provision of
medical/ health insurance;
3. Leave Travel Allowance (LTA) as per Company
policy;
4. Communication facilities including mobile, internet
and telephone reimbursements;
5. Company provided vehicle with driver for official and
limited personal use;
6. Club membership, business hospitality expenses, and
other benefits as per Company policy.
7. Reimbursement of all expenses as incurred by him for
and on behalf of the Company.
Terms and conditions of employment of our Whole Time Director
Vallabhbhai Meghjibhai Viradiya
Pursuant to the resolutions passed by the Board and Shareholders dated August 25, 2025 and August 27, 2025
respectively, Vallabhbhai Meghjibhai Viradiya has been appointed as Whole-time Director of our Company with
effect from August 25, 2025 and is entitled to the following remuneration and perquisites:
Remuneration ₹ 192.00 lakhs per annum
Salary may be revised periodically based on the recommendation
of the Board of Directors or Nomination and Remuneration
Committee, if any.
Term of Appointment 5 Years from August 25, 2025 to August 24, 2030
Perquisites Perquisites as per Section IV of Schedule V of the Companies Act
as provided below:
I. Provident fund and superannuation:
1. The company’s contribution towards the Provident Fund
will be as per the Company’s Policy in compliance with
The Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952 and rules made thereunder.
2. Gratuity will be payable as per the Company’s Policy in
compliance with The Payment of Gratuity Act, 1972 and
rules made thereunder.
3. Encashment of leave at the end of tenure, if any, as per the
policy of the Company.
II. Other perquisites as provided below:
1. House Rent Allowance (HRA) and Company leased
accommodation;
2. Reimbursement of medical expenses and provision of
medical/health insurance;
3. Leave Travel Allowance (LTA) as per Company policy;
4. Communication facilities including mobile, internet
and telephone reimbursements;
5. Company provided vehicle with driver for official and
limited personal use;
6. Club membership, business hospitality expenses, and
other benefits as per Company policy.
7. Reimbursement of all expenses as incurred by him for
and on behalf of the Company.
270Vaibhav Vallabhbhai Viradiya
Pursuant to the resolutions passed by the Board and Shareholders dated August 25, 2025 and August 27, 2025
respectively, Vaibhav Vallabhbhai Viradiya has been appointed as Whole-time Director of our Company with
effect from August 25, 2025 and is entitled to the following remuneration and perquisites:
Remuneration ₹ 60.00 lakhs per annum
Salary may be revised periodically based on the recommendation
of the Board of Directors or Nomination and Remuneration
Committee, if any.
Term of Appointment 5 Years (from August 25, 2025 to August 24, 2030)
Perquisites Perquisites as per Section IV of Schedule V of the Companies Act
as provided below:
I. Provident fund and superannuation:
1. The company’s contribution towards the Provident Fund will
be as per the Company’s Policy in compliance with The
Employees’ Provident Fund and Miscellaneous Provisions Act,
1952 and rules made thereunder.
2. Gratuity will be payable as per the Company’s Policy in
compliance with The Payment of Gratuity Act, 1972 and rules
made thereunder.
3. Encashment of leave at the end of tenure, if any, as per the
policy of the Company.
II. Other perquisites as provided below:
1. House Rent Allowance (HRA) and Company leased
accomodation;
2. Reimbursement of medical expenses and provision of
medical/health insurance;
3. Leave Travel Allowance (LTA) as per Company policy;
4. Communication facilities including mobile, internet and
telephone reimbursements;
5. Company provided vehicle with driver for official and
limited personal use;
6. Club membership, business hospitality expenses, and
other benefits as per Company policy.
7. Reimbursement of all expenses as incurred by him for
and on behalf of the Company.
Terms and conditions of employment of our Non – Executive & Non - Independent Director
Manishaben Viradiya
Pursuant to the resolution passed by the Board dated August 25, 2025, Manishaben has been designated as Non-
executive and Non-Independent Director of our Company with effect from August 25, 2025. She is entitled for
sitting fees of ₹ 5,000 and may be paid commission and any other amounts as may be decided by our Board in
accordance with the provisions of the Articles of Association, the Companies Act and other applicable laws and
regulations.
Except the remuneration amounting to ₹ 5.4 lakhs paid by our Company to Manishaben Viradiya, our Company
has not paid any remuneration to Non – Executive Directors and Independent Directors in the Fiscal 2025.
Terms and conditions of employment of our Non – Executive & Independent Director
271Independent Directors of the Company may be paid sitting fees, commission and any other amounts as may be
decided by our Board in accordance with the provisions of the Articles of Association, the Companies Act and
other applicable laws and regulations.
Remuneration Paid to our Directors by our Subsidiary
Except as disclosed below, no remuneration was paid to our Directors by our Subsidiary in Fiscal 2025:
Sr. No. Name of Executive Director Remuneration (in ₹ Lakhs)
1. Hasmukhbhai Meghjibhai Viradiya 23.76
2. Vallabhbhai Meghjibhai Viradiya 23.76
Contingent and deferred compensation payable to the Directors
As of the date of this Draft Red Herring Prospectus, there is no deferred compensation payable to the Directors
other than their remuneration. For contingent compensation, please refer to the section titled “Our Management -
Service Contracts with Directors” on page 268.
Bonus or profit‐sharing plan for the Directors
Our Company does not have any bonus or profit-sharing arrangements for its directors.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
The Articles of Association do not require our directors to hold any qualification shares.
The shareholding of our Directors in our Company as of the date of filing this Draft Red Herring Prospectus is set
forth below:
Percentage
No. of Equity Shares Percentage of
Sr. of the Pre-
Name of face value of ₹ 10/- the Post-offer
No. offer capital
each capital (%)
(%)
1. Hasmukhbhai Meghjibhai Viradiya 27,41,080 19.97 [●]
2. Vallabhbhai Meghjibhai Viradiya 13,84,450 10.08 [●]
3. Vaibhav Vallabhbhai Viradiya 13,03,315 9.49 [●]
4. Manishaben Viradiya 19,28,315 14.05 [●]
Total 73,57,160 53.59 [●]
For details pertaining to the shareholding of our directors in our Company, please refer to the chapter “Capital
Structure” on page 102.
SHAREHOLDING OF DIRECTORS IN OUR SUBSIDIARY COMPANY
For the details of shareholding of the Directors in our Subsidiary see “History and Certain Corporate Matters”
on page 258.
INTERESTS OF DIRECTORS
All our directors may be deemed to be interested to the extent of remuneration (including sitting fees, as
applicable) and reimbursement of expenses, payable to them by our Company under our Articles of Association
and their terms of appointment, and to the extent of remuneration paid to them for services rendered as an officer
or employee of our Company. For details, please see section “Our Management – Remuneration/Compensation
paid to Directors” on page 269.
272Our directors may also be regarded as interested in the Equity Shares that may be subscribed by or allotted to their
relatives and companies, firms and trusts, in which they are interested as directors, proprietors, members, partners,
trustees and/or promoters, pursuant to the Offer. Certain Directors may be deemed to be interested to the extent
of Equity Shares, held by them in our Company and its Subsidiary, and any dividend and other distributions
payable in respect of such Equity Shares. For further details, refer to “Restated Financial Information Note 43
“Related Party Disclosure” and “Our Promoters and Promoter Group” beginning on page 368 and 287.
Our directors may be interested in any transactions entered into by our Company or Subsidiary in the ordinary
course of business with companies or firms in which our Directors hold directorships or are interested.
Certain of our Directors may be deemed to be interested in the contracts, transactions, agreements or arrangements
entered into or to be entered into by our Company with any company in which they hold directorships/
shareholding or any partnership firm, if any, in which they are partners as declared in their respective capacity.
No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may be members,
in cash or shares or otherwise by any person either to induce him/ her to become, or to qualify him/ her as, a
director, or otherwise for services rendered by him/ her or by such firm or company, in connection with the
promotion or formation of our Company.
Interest in the Promotion of our Company
Except Hasmukhbhai Meghjibhai Viradiya, Vallabhbhai Meghjibhai Viradiya, Vaibhav Vallabhbhai Viradiya and
Manishaben Viradiya who are the promoters of our Company, none of our directors have any interest in the
promotion or formation of our Company as on the date of this Draft Red Herring Prospectus.
None of our other Directors have any interest in the promotion and formation of our Company other than in the
ordinary course of business.
Interest in the property of our Company
Except as disclosed below, none of our directors have any interest in any property acquired or proposed to be
acquired of our Company or by our Company or in any transaction by our Company for acquisition of land,
construction of building or supply of machinery:
(in ₹ Lakhs)
Amount paid by
Date of
Name of the Director Transaction Details our Company to
transaction
director
Hasmukhbhai Meghjibhai Purchase of land along with
Viradiya and Vallabhbhai industrial construction from
Meghjibhai Viradiya Hasmukhbhai Meghjibhai Viradiya
June 23, 2025 ₹ 1624.72
and Vallabhbhai Meghjibhai
Viradiya by our Company where its
registered office is situated.
Loans to directors
Our Company has not granted any loans to its directors as on the date of this Draft Red Herring Prospectus.
Interest as a creditor of our Company
Except as stated in “Restated Financial Information – Note 43 Related Parties Disclosure” on page 369, our
Directors do not have any other interest as creditor of our Company.
273CHANGES IN THE BOARD IN THE LAST THREE YEARS
Following are the changes in directors of our Company in last three years prior to the date of this Draft Red
Herring Prospectus:
Name Date of Change Reason
Hasmukhbhai Meghjibhai Viradiya August 25, 2025 Designated as Chairman & Managing
Director
Vaibhav Vallabhbhai Viradiya August 25, 2025 Designated as Whole-time Director
Vallabhbhai Meghjibhai Viradiya August 25, 2025 Designated as Whole-time Director
Manishaben Viradiya August 25, 2025 Designated as Non-executive & Non-
Independent Director
Avani Hardikbhai Mandaliya August 25, 2025 Appointed as an Additional Non-Executive
& Independent Director
August 27, 2025 Regularised as a Non-Executive &
Independent Director
Brijeshkumar Maheshbhai Pathak August 25, 2025 Appointed as an Additional Non-Executive
& Independent Director
August 27, 2025 Regularised as a Non-Executive &
Independent Director
Shishir Manoharbhai Trivedi August 25, 2025 Appointed as an Additional Non-Executive
& Independent Director
August 27, 2025 Regularised as a Non-Executive &
Independent Director
Pankaj Nagindas Bhayani August 25, 2025 Appointed as an Additional Non-Executive
& Independent Director
August 27, 2025 Regularised as a Non-Executive &
Independent Director
Pankaj Nagindas Bhayani September 9, 2025 Resignation from the position of Non-
Executive & Independent Director
Nehal Rishikeshbhai Gadhavi September 11, 2025 Appointed as an Additional Non-Executive
& Independent Director
September 15, 2025 Regularised as a Non-Executive &
Independent Director
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
274MANAGEMENT ORGANISATION CHART
ORGANISATION CHART
Boardof
Directors
M Van iri ash da iyb aen VaV lla ai bb hh bav h ai V Ma Vel il g ra h ab j dh ib ib yhh aaa ii H Ma Vs em ig rhu ajk dih b iyb h ah aia i Ma TS nh o rihi vs ah er di br i hai B Mri aj Pe h as eh ts hk h au b km haa ir Ris GhN i ak de eh hsa ahl vb ihai A Nv oa nMn i Ea H xn ea d cr a ud l tii y ik vab eh &ai
Non D iE rx ece tc ou rtive WV Dhi ior rla eed
c
T ti oy im ra e W Dh io rl ee c T toim re Cha Mi Dr ap irne ear cs g to i onn rg a nd No In n DdE e ix rpe eec cnu td oti rev ne t & No In n dE ex pe ec nu dti ev ne t & No In n DdE e ix rpe eec cnu td oti rev ne t & In Dde irp ee cn td orent
Director
Dhaval
Jayeshbhai Divya Reejwani
Parekh Company Secretary
& Compliance
Chief Financial Officer
Officer
Deep Pa ak n dK eu ymar ChK er tau nsh bi ht ai BhP ur pa av ti bn h ai GhaM nsa hd yh aa mv bi hai Kripalsinh
Design & New Virdiya Katariya Maiyani Kiritsinh Zala
De MP ver alo nod apu gmc et e
r
nt P Mro ad nu ac gti eo rn Qua Mli aty
n
aC go en rt rol DeB vu els oin pe mss
e nt
Design Head
Manager
275CORPORATE GOVERNANCE
The provisions relating to corporate governance prescribed under the SEBI Listing Regulations will be applicable
to us immediately upon listing of the Equity Shares on the Stock Exchanges. We are in compliance with the
requirements of applicable regulations, including the SEBI Listing Regulations, the Companies Act and the SEBI
ICDR Regulations, in respect of corporate governance including composition of our Board and constitution of the
committees of our Board including the Audit Committee, Stakeholders’ Relationship Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility Committee and IPO Committee by our Company and
formulation and adoption of policies, as prescribed under the SEBI Listing Regulations. The corporate governance
framework is based on an effective independent Board, separation of the Board’s supervisory role from the
executive management team and constitution of the Board committees, as required under law.
Our Board has been constituted in compliance with the Companies Act, 2013, the SEBI Listing Regulations. Our
Board functions either as a full board, or through various committees constituted to oversee specific operational
areas.
As on the date of this Draft Red Herring Prospectus, our Board comprises of 8 (eight) directors of which 3 (three)
are Executive Directors and 1 (One) Non-executive Non Independent Woman Director and 4 (four) are Non-
Executive Independent Directors (of which 2 (two) are women). The present composition of our Board and its
committees is in accordance with the corporate governance requirements provided under the Companies Act and
the SEBI Listing Regulations.
COMMITTEES OF THE BOARD
The Board of Directors functions either as a full board or through various committees constituted to oversee
specific operational areas. In addition to the Committees detailed below, our Board of Directors may, from time
to time constitute Committees for various functions.
Details of the Committees as on the date of this Draft Red Herring Prospectus are set forth below:
1. Audit Committee
Our Company has constituted an Audit Committee as per Section 177 of the Companies Act and all other
applicable provisions if any of the Companies Act and the rules made there under and Regulation 18 of the
SEBI Listing Regulations vide resolution passed at the meeting of the Board held on August 25, 2025.
The Audit Committee presently comprises of following Directors:
Name of the Director Designation Nature of Directorship
Shishir Manoharbhai Trivedi Chairman Independent Director
Avani Hardikbhai Mandaliya Member Independent Director
Hasmukhbhai Meghjibhai Viradiya Member Managing Director
The Company Secretary and Compliance Officer of the Company would act as the secretary to the Audit
Committee.
The Audit Committee shall inter alia undertake following roles and responsibilities:
(a) Overseeing the Company’s financial reporting process and disclosure of its financial information, to
ensure that the financial statement is correct, sufficient, and credible;
(b) Recommending to the Board for appointment, re-appointment and replacement, remuneration and
terms of appointment of auditors of the Company including fixing of audit fees;
(c) Reviewing and monitoring the statutory auditors’ independence and performance and the
276effectiveness of audit process
(d) Approving payments to the statutory auditors for any other services rendered by the statutory auditors
of the Company;
(e) Reviewing, with the management, the annual financial statements and auditor’s report thereon before
submission to the Board for approval, with particular reference to:
(i) Matters required to be stated in the Director’s Responsibility Statement to be included in the
Board’s report in terms of section 134(3)(c) of the Companies Act;
(ii) Changes, if any, in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on the exercise of judgment by the
management of the Company;
(iv) Significant adjustments made in the financial statements arising out of audit findings;
(v) Compliance with listing and other legal requirements relating to financial statements;
(vi) Disclosure of any related party transactions; and
(vii) Qualifications and modified opinion(s) in the draft audit report.
(f) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
(g) Scrutinizing inter-corporate loans and investments;
(h) undertaking or supervising valuation of undertakings or assets of the Company, wherever it is
necessary;
(i) evaluation of internal financial controls and risk management systems;
(j) Formulating a policy on related party transactions, which shall include materiality of related party
transactions;
(k) Approving transactions of the Company with related parties, or any subsequent modifications of
transactions of the Company with related parties and omnibus approval for related party transactions
proposed to be entered into by the Company subject to such conditions as may be prescribed;
(l) Reviewing, at least on a quarterly basis, the details of related party transactions entered into by the
Company pursuant to each of the omnibus approvals given;
(m) Reviewing, along with the management, the statement of uses/application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes
other than those stated in the offer document/prospectus/notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a public or rights issue, preferential issue
or qualified institutional placement and making appropriate recommendations to the Board to take up
steps in this matter;
(n) Establishing a vigil mechanism/ whistle blower mechanism for directors and employees to report
their genuine concerns or grievances;
(o) Reviewing, with the management, performance of statutory and internal auditors and adequacy of the
internal control systems;
(p) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;
(q) Discussion with internal auditors of any significant findings and follow up there on;
(r) Reviewing the findings of any internal investigations by the internal auditors into matters where there
is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the Board;
(s) Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;
(t) Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
(u) Reviewing the functioning of the vigil mechanism/whistle blower mechanism;
(v) Ensuring that an information system audit of the internal systems and process is conducted atleast
once in two years to assess operational risks faced by the Company;
(w) Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) or any other
person heading the finance function or discharging that function, after assessing the qualifications,
experience and background, etc., of the candidate;
(x) To formulate, review and make recommendations to the Board to amend the Audit Committee’s
charter from time to time;
277(y) Reviewing the utilization of loans and/or advances from/investment by the Company in the subsidiary
exceeding rupees 10,0000.00 lakhs or 10% of the asset size of the subsidiary, whichever is lower
including existing loans/ advances/ investments;
(z) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders;
(aa) Investigating any activity within its terms of reference, seeking information from any employee,
obtaining outside legal or other professional advice and securing attendance of outsiders with relevant
expertise, if it consider necessary;
(bb) Reviewing compliance with the provisions of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as may be amended from time to time at least once in a financial
year and verify that systems for internal control are adequate and are operating effectively;
(cc) Reviewing:
(i) any show cause, demand, prosecution and penalty notices against the Company or its Directors
which are materially important including any correspondence with regulators or government
agencies and any published reports which raise material issues regarding the Company’s
financial statements or accounting policies;
(ii) any material default in financial obligations by the Company;
(iii) any significant or important matters affecting the business of the Company; and
(iv) Performing such other functions as may be delegated by the Board and as provided under the
Companies Act, the SEBI Listing Regulations, each as amended and other applicable laws.
The Committee mandatorily review the following information:
(i) Management discussion and analysis of financial condition and results of operations;
(ii) Management letters/letters of internal control weaknesses issued by the statutory auditors of the
Company;
(iii) Internal audit reports relating to internal control weaknesses;
(iv) The appointment, removal and terms of remuneration of the chief internal auditor;
(v) Statement of deviations, including:
a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and
b) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.
(vi) the financial statements, in particular, the investments made by any unlisted subsidiary.
Quorum of Audit Committee Meeting
The quorum shall be either two members or one third of the members of the Audit Committee, whichever is
greater, but there shall be a minimum of two Independent Directors.
2. Nomination and Remuneration Committee
Our Company has constituted a Nomination and Remuneration Committee in accordance with Section 178
of Companies Act and all other applicable provisions if any of the Companies Act and the rules made there
under and Regulation 19 of SEBI Listing Regulations. The constitution of the Nomination and Remuneration
Committee was approved by meeting of the Board held on August 25, 2025.
The Nomination and Remuneration Committee comprises of the following Directors:
Name of the Director Designation Nature of Directorship
Avani Hardikbhai Mandaliya Chairperson Independent Director
Brijeshkumar Maheshbhai Pathak Member Independent Director
Manishaben Viradiya Member Non-executive Director
The Company Secretary and Compliance Officer of the Company would act as the secretary to the
278Nomination and Remuneration Committee.
Role of the Nomination and Remuneration Committee not limited to but includes:
i. formulating the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the directors,
key managerial personnel and other employees;
ii. for every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) consider the time commitments of the candidates.
iii. formulation of criteria for evaluation of performance of independent directors and the board of
directors;
iv. devising a policy on diversity of board of directors;
v. identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal.
vi. determining whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors.
vii. recommending to the board, all remuneration, in whatever form, payable to senior management.
viii. recommending remuneration of executive directors and any increase therein from time to time within
the limit approved by the members of our Company;
ix. recommending remuneration to non-executive directors in the form of sitting fees for attending
meetings of the Board and its committees, remuneration for other services, commission on profits;
Quorum of Meetings: The quorum for the meeting shall be either two members or one third of the members
of the committee, whichever is greater, including at least one independent director in present.
3. Stakeholders’ Relationship Committee
Our Company has constituted a Stakeholders’ Relationship Committee in accordance with Section 178 (5)
of Companies Act and all other applicable provisions if any of the Companies Act and the rules made there
under and Regulation 20 of SEBI Listing Regulations to redress complaints of shareholders of our Company.
The Stakeholders’ Relationship Committee was constituted vide resolution passed at the meeting of the
Board of Directors held on August 25, 2025.
The Stakeholder’s Relationship Committee comprises of following Directors:
Name of the Director Designation Nature of Directorship
Manishaben Viradiya Chairperson Non-executive Director
Avani Hardikbhai Viradiya Member Independent Director
Vaibhav Vallabhbhai Viradiya Member Whole-time Director
The Company Secretary and Compliance Officer of the Company would act as the secretary to the
Stakeholders’ Relationship Committee.
Role of Stakeholder’s Relationship Committee: The Stakeholders’ Relationship Committee shall be
responsible for among other things as may be required from time to time, the following:
i. Considering and resolving the grievances of the security holders of the Company including complaints
related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared
279dividends, issue of new / duplicate certificates, general meetings etc;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent;
iv. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory
notices by the shareholders of the company;
v. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various
requests received from shareholders from time to time;
vi. To handle the grievances of the stakeholders in connection with the allotment and listing of shares;
vii. Ensure proper and timely attendance and redressal of investor queries and grievances;
viii. Carrying out any other functions contained in the Companies Act, 2013 and/or other documents (if
applicable), as and when amended from time to time;
ix. To perform such functions as may be delegated by the Board and to further delegate all or any of its
power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s);
and
x. Such terms of reference as may be prescribed under the Companies Act, 2013 and SEBI Listing
Regulations or other applicable law.
Quorum of Meetings: The quorum shall be one-third of its total strength (any fraction contained in that
one-third be rounded off as one) or two members, whichever is higher with atleast one Independent Director
present.
4. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by our Board at their meeting held on
August 25, 2025 in terms of Section 135 of the Companies Act and all other applicable provisions, if any
and the rules made there under. The Corporate Social Responsibility Committee comprises of following
Directors:
Name of Director Designation Nature of Directorship
Vallabhbhai Meghjibhai Viradiya Chairperson Whole-time Director
Shishir Manoharbhai Trivedi Member Independent Director
Manishaben Viradiya Member Non-executive Director
The Company Secretary and Compliance Officer of the Company would act as the secretary to the Corporate
Social Responsibility Committee.
The terms of reference of the Corporate Social Responsibility Committee of our Company are as follows:
i. formulating and recommending to the Board, a “Corporate Social Responsibility Policy” which shall
indicate amongst others, the guiding principles for selection, implementation and monitoring the
activities as well as formulation of the annual action plan I pursuance of the CSR Policy which shall
include the following:
a. the list of CSR projects or programmes that are approved to be undertaken in areas or subjects
specified in Schedule VII of the Act;
b. the manner of execution of such projects or programmes as specified in sub-rule (1) of rule 4;
c. the modalities of utilisation of funds and implementation schedules for the projects or
programmes;
d. monitoring and reporting mechanism for the projects or programmes; and
e. details of need and impact assessment, if any, for the projects undertaken by the company;
280ii. reviewing and recommending the amount of expenditure to be incurred on the activities referred to
in clause (a) and amount to be incurred for such expenditure shall be as per the applicable law;
iii. monitoring the Corporate Social Responsibility Policy of the Company and its implementation from
time to time and issuing necessary directions as required for proper implementation and timely
completion of corporate social responsibility programme; and
iv. any other matter as the Corporate Social Responsibility Committee may deem appropriate after
approval of the Board or as may be directed by the Board from time to time and/or as may be required
under applicable law, as and when amended from time to time.
5. IPO Committee
Our Company has constituted an IPO Committee pursuant to board resolution dated August 25, 2025. The
members and terms of reference for the IPO Committee are as follows:
Name of Director Position in Committee Designation
Hasmukhbhai Meghjibhai Viradiya Chairperson Director
Vallabhbhai Meghjibhai Viradiya Member Director
Shishir Manoharbhai Trivedi Member Independent Director
The IPO Committee shall be responsible for, among other things, as may be required from time to time, the
following:
i. to do required acts for the purposes of any issue, offer and allotment of Equity Shares, credit of Equity
Shares to the demat accounts of the successful allottees and other matters in connection with or
incidental to the Offer, including the pricing and terms of the Equity Shares, the Offer Price, the price
band, the size and all other terms and conditions of the Offer including the number of Equity Shares to
be issued, offered and transferred in the Offer, the bid/ Offer opening and bid/ Offer closing date,
determining the anchor investor portion and allocating such number of Equity Shares to Anchor
Investors as may be decided by the Company, in collaboration with the BRLM in accordance with the
SEBI ICDR Regulations and to constitute such other committees of the Board, as may be required
under Applicable Laws;
ii. authorizing any director or directors of the Company or other officer or officers of the Company,
including by the grant of power of attorney, to do such acts, deeds and things as such authorized person
in his/her/its absolute discretion may deem necessary or desirable in connection with any issue, offer
and allotment of Equity Shares in the Offer;
iii. giving or authorizing any concerned person on behalf of the Company to give such declarations,
affidavits, certificates, consents and authorities as may be required from time to time;
iv. to invite the existing shareholders of the Company to participate in the Offer for Sale component of the
Offer at the same price as in the Offer;
v. seeking, if required, any approval, consent or waiver from the Company’s lenders, wherever applicable,
industry data providers and/or parties with whom the Company has entered into various commercial
and other agreements including, without limitation, customers, suppliers, strategic partners of the
Company, and/or any/all government and regulatory authorities in India, including the RBI and SEBI
and/or any other approvals, consents or waivers that may be required in connection with any issue,
offer and allotment of Equity Shares and approving and issuing advertisements in relation to the Offer,
and taking such actions or give such directions as may be necessary or desirable and to obtain such
approvals, permissions, consents, sanctions, as it may deem fit;
vi. settling any question, doubt or difficulty that may arise with regard to or in relation to raising funds in
the Offer;
vii. approving suitable policies on insider trading, whistleblowing, risk management, and any other policies
as may be required under the Applicable Laws;
viii. deciding, in consultation with the BRLMs, the pricing and terms of the Equity Shares, the Offer Price,
281the price band (including the offer price for anchor investors), the size and all other terms and conditions
of the Offer including the number of Equity Shares to be offered in the Offer, the Bid/ Offer Opening
and Bid/ Offer Closing Date (including bid opening and bid closing dates for anchor investors),
Discount (if any), Reservation and all other related matters, including the determination of the
minimum subscription for the Offer, in accordance with the Applicable Laws;
ix. deciding, in consultation with the BRLMs, size, timing (including opening and closing dates), pricing,
the terms of the Offer of Equity Shares, and all other related matters regarding the Pre-IPO placement,
if any, including the execution of the relevant documents with the investors, and rounding off, if any,
in the event of oversubscription and in accordance with Applicable Laws;
x. recommend to the Board for approving the draft red herring prospectus (“DRHP”), the red herring
prospectus (“RHP”) and the prospectus ("Prospectus”), the abridged prospectus, confirmation of
allocation notes, application forms (including amending, varying, supplementing or modifying the
same, or providing any notices, addenda or corrigenda thereto, together with any summaries thereof as
may be considered desirable or expedient) in relation to the Offer as finalized by the Company, in
consultation with the BRLMs, in accordance with the Applicable Laws;
xi. deciding in consultation with the BRLMs and recommending the Board, the withdrawal of the DRHP,
the RHP or any decision of not to proceed with the Offer at any stage in accordance with the Applicable
Laws;
xii. seeking the listing and trading approval of the Equity Shares on the Stock Exchanges, submitting the
listing application to such Stock Exchanges and taking all actions that may be necessary in connection
with obtaining such listing and trading approval;
xiii. appointing, in consultation with BRLM, the registrar, the advertisement agency, the monitoring agency
and other intermediaries to the Offer, in accordance with the provisions of the SEBI ICDR Regulations
and other Applicable Laws including legal counsels, banks or agencies concerned and entering into any
agreements including the offer agreement, syndicate agreement, cash escrow and sponsor bank
agreement, share escrow agreement, underwriting agreement, agreements with the registrar to the Offer
and the advertising agency(ies) and all other agreements, documents, deeds, memorandum of
understanding and other instruments whatsoever, any amendments(s) or addenda thereto or other
instruments for such purpose, to remunerate all such intermediaries/agencies including the payment of
commissions, brokerages, etc. and to terminate any agreements or arrangements with such
intermediaries/agents;
xiv. recommend/guide the Board in finalizing or arranging the submission of the DRHP to be submitted to
the Exchanges and/or to the SEBI (if required) for receiving comments, the RHP and the Prospectus
(including amending, varying or modifying the same, as may be considered desirable or expedient) to
be filed with the ROC and any corrigendum, amendments, supplements thereto;
xv. authorizing the maintenance of a register of holders of the Equity Shares;
xvi. finalizing the basis of allotment of the Equity Shares in accordance with the Applicable Laws;
xvii. to issue advertisements in such newspapers as it may deem fit and proper in accordance with the SEBI
ICDR Regulations and Applicable Laws;
xviii. to open and operate separate escrow accounts or any other account, with scheduled banks to receive
applications along with application monies in relation to the Offer in terms of provisions of the
Companies Act and to authorise one or more officers of the Company to execute all documents/deeds
as may be necessary in this regard;
xix. to open, maintain, operate and close a bank account of the Company in terms of the share escrow
agreement and cash escrow and sponsor bank agreement for the handling of refunds for the offer and
to authorise one or more officers/employees of the Company to execute all documents/deeds as may
be necessary in this regard;
xx. to submit undertaking/certificates or provide clarifications to SEBI and the Stock Exchanges where the
Equity Shares of the Company are proposed to be listed;
xxi. recommend/guide the Board to make applications to the Stock Exchanges for in-principle and final
approval for listing of its equity shares and to execute and to deliver or arrange the delivery and file
such papers and documents with the Stock Exchanges, including a copy of the DRHP filed with the
282SEBI, as may be required for this purpose;
xxii. accepting and appropriating the proceeds of the Offer in accordance with the Applicable Laws;
xxiii. authorizing and approving, in consultation with the BRLMs, the incurring of expenditure and payment
of fees, commissions, brokerage, remuneration and reimbursement of expenses in connection with the
Offer;
xxiv. delegating its powers as may be deemed necessary and to the extent allowed under Applicable Laws to
the officials of the Company; and
xxv. doing or carrying out any other acts, deeds, negotiating and executing any document(s), application(s),
agreement(s), undertaking(s), deed(s), affidavits(s), declarations and certificates, and/or giving such
direction, including any direction to settle all questions, removing any difficulties or doubts that may
arise from time to time in relation to the Offer or allotment of the Equity Shares in the Offer and utilizing
the Offer Proceeds, in such manner as the Board may deem fit, and giving such directions and/or
instructions as it may from time to time decide and accepting and giving effect to such modifications,
changes, variations, alterations, deletions, additions as regards the terms and conditions, and taking
such actions, or giving such directions as may be necessary or desirable and as it deems fit or as may
be necessary or desirable with regard to the Offer.
KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Key Managerial Personnel
In addition to Vallabhbhai Meghjibhai Viradiya and Vaibhav Vallabhbhai Viradiya who are the Whole-time
Directors of our Company, and Hasmukhbhai Meghjibhai Viradiya, who is the Managing Director of our
Company, the details of the Key Managerial Personnel, as on the date of this Draft Red Herring Prospectus are
set forth below:
Dhaval Jayeshbhai Parekh, Chief Financial Officer
Dhaval Jayeshbhai Parekh is the Chief Financial Officer of our Company. He holds a degree in Bachelor of
Commerce from Maharaja Krishnakumarsinhji, Bhavnagar University and is a member of the Institute of
Chartered Accountants of India.
He has over 8 years of experience and was previously associated with M/s P. M. Bhayani & Co., Bhavnagar, as a
senior executive and thereafter he was engaged in independent practice as a Chartered Accountant. He was
appointed on September 11, 2025 and is responsible for accounting, taxation and auditing. He did not receive any
remuneration from our Company in Fiscal 2025.
Divya Reejwani, Company Secretary and Compliance Officer
Divya Reejwani is the Company Secretary and Compliance Officer of our Company. She is a fellow member of
the Institute of Company Secretaries of India. She holds a degree in Bachelor of Commerce and Master of
Commerce from University of Kota and Bachelor of Laws (Professional) from the University of Rajasthan.
She has over 8 years of experience and was previously associated as Company Secretary with TCC Concept
Limited, Oriental Power Cables Limited and Gujarat Agro Nutritions Foods Industries Private Limited. She was
appointed on August 25, 2025 and is responsible for secretarial compliance, drafting of agreements, corporate
compliance planning and handling of regulatory matters. She did not receive any remuneration from our Company
in Fiscal 2025.
Senior Management
The details of our Senior Management Personnel as on the date of this Draft Red Herring Prospectus are as set
forth below:
283Deepak Kumar Pandey
Deepak Kumar Pandey holds a degree of Bachelor of Engineering in Mechanical Engineering from the University
of Technology of Madhya Pradesh and Advanced Diploma in Total Quality Management from the Indian School
of Business Management & Administration, Kolkata. He has over 6 years of experience and was previously
associated with Kalyani Cast Tech Private Limited, Karam Chand Thapar & Bros. (Coal Sales) Limited. He was
appointed on July 1, 2025 as the Design and New Product Development Manager of our Company and is
responsible for new product development, cost optimization, project management, innovation and continuous
improvement. He did not receive any remuneration from our Company in Fiscal 2025.
Kripalsinh Kiritsinh Zala
Kripalsinh Kiritsinh Zala holds a degree of Bachelor of Engineering in Mechanical Engineering from the Gujarat
Technological University. He has over 4 years of experience and was previously associated with Trushape
Precision Casting Private Limited as a Design Engineer. He was appointed in our Company on April 9, 2025 as
the design head of our Company and is responsible for design and development, product specification and
customisation, material selection. He did not receive any remuneration from our Company in Fiscal 2025.
Krushit Chetanbhai Viradiya
Krushit Chetanbhai Viradiya holds a degree in Mechanical Engineering from Shantilal Shah Engineering College,
Bhavnagar. He joined our Company as a production supervisor in February 01, 2024 and has been promoted as
Production Manager with effect from January 01, 2025 and is responsible for process optimisation, quality control
and supply chain management. In the capacity of Production Manager, he has received remuneration of ₹ 0.82
Lakhs from our Company in Fiscal 2025.
Pravin Bhupatbhai Viradiya
Pravin Bhupatbhai Viradiya holds a degree in Bachelor of Engineering in Mechanical Engineering from Gujarat
Technological University. He joined our Company as Quality Control Supervisor in February 01, 2024 and has
been promoted as Quality Control Manager on January 01, 2025 and is responsible for developing and
implementing quality standards, conducting audits and inspections, analysing data and trends. In the capacity of
Quality Control Manager, he has received remuneration amounting to ₹ 0.85 Lakhs from our Company in Fiscal
2025.
Ms. Madhavi Ghanshyambhai Maiyani holds a Bachelor’s degree in Business Administration and a Master of
Commerce in Marketing from Maharaja Krishnakumarsinhji Bhavnagar University, and a Master of Business
Administration in Finance from Gujarat Technological University. She commenced her career with Aawadkrupa
Plastomech Private Limited as an Accountant Assistant and was subsequently promoted to Senior Accountant,
Marketing Manager, Project Coordinator, and Business Development Manager. She has over nine years of
experience in the field of finance, accounts, marketing, and business development. She was appointed in our
Company on June 2, 2025 and is responsible for strategic planning, market research and analysis, product
promotion and advertising. She did not receive any remuneration from our Company in Fiscal 2025.
RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
None of the Key Managerial Personnel and Senior Management of our Company are related to each other.
ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS,
SUPPLIERS AND OTHERS
284None of our Key Managerial Personnel and Senior Management have been selected pursuant to any arrangement
or understanding with any major shareholders, customers or suppliers of our Company, or others.
BONUS OR PROFIT‐SHARING PLAN OF THE KEY MANAERIAL PERSONNEL AND SENIOR
MANAGEMENT
Except as disclosed in the section titled “Our Management -Bonus or profit‐sharing plan for the Directors” on
page 272, none of the key managerial personnel and senior management are part of any bonus or profit-sharing
plan of our Company.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL
PERSONNEL AND SENIOR MANAGEMENT
None of our Key Managerial Personnel and Senior Management has received or is entitled to any contingent or
deferred compensation.
STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
As on the date of this Draft Red Herring Prospectus, all our Key Managerial Personnel and Senior Management
are permanent employees of our Company.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Except as disclosed in “Shareholding of directors in our Company” on page 272, and “Capital Structure – Paid-
up Share Capital history of our Company” on page 103, none of our Key Managerial Personnel and Senior
Management Personnel hold any Equity Shares in our Company
CHANGES IN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN THE LAST
THREE YEARS
In addition to the changes in Managing and Whole-time Directors, which are disclosed in heading titled “Changes
in the Board in the last three years” on page 274, set out below are details of the changes in our Key Managerial
Personnel and Senior Management in the last three years:
Reason for change in Key Managerial
Name Date of Change
Personnel and Senior Management
Dhaval Jayeshbhai Parekh September 11, 2025 Appointed as the Chief Financial Officer
Divya Reejwani August 25, 2025 Appointed as the Company Secretary and
Compliance Officer
Deepak Kumar Pandey July 1, 2025 Appointed as Design & New Product
Development Manager
Madhavi Ghanshyambhai Maiyani June 02, 2025 Appointed as Business Development
Manager
Kripalsinh Kiritsinh Zala April 9, 2025 Appointed as Design Head
Krushit Chetanbhai Virdiya January 1, 2025 Re-designated as Production Manager
Pravin Bhupatbhai Katariya January 1, 2025 Re-designated as Quality Control Manager
ATTRITION OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
As on the date of filing this Draft Red Herring Prospectus, the history of attrition of our Key Managerial Personnel
and Senior Management Personnel is not applicable to our Company, since such appointments have been made
only in Fiscal Year 2025 and 2026.
285INTERESTS OF KEY MANAGERIAL PERSONNEL (OTHER THAN MD & WTD) AND SENIOR
MANAGEMENT
Our Key Managerial Personnel (other than MD and WTD) and Senior Management are interested in our Company
to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them during the ordinary course of their service.
PAYMENT OR BENEFIT TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF
OUR COMPANY (NON-SALARY RELATED)
Other than as disclosed in the section titled “Our Management -Bonus or profit‐sharing plan for the Directors”
on page 272, no non-salary amount or benefit has been paid or agreed to be paid or given to any officer of our
Company including Key Managerial Personnel or Senior Management Personnel, within the two years preceding
the date of this Draft Red Herring Prospectus or is intended to be paid or given, other than in the ordinary course
of their employment for services rendered as officers of our Company.
EMPLOYEE STOCK OPTIONS AND STOCK PURCHASE SCHEMES
For details of the employee stock option scheme/employee stock purchase scheme of our Company, see “Capital
Structure-Employee Stock Option Scheme” on page 107.
OTHER CONFIRMATIONS
There are no conflicts of interest between suppliers of raw materials and third-party service providers crucial for
the operations of our Company, and Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiary
or the Group Companies and its directors.
There are no conflicts of interest between lessors of immovable properties crucial for the operations of our
Company, Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiary or the Group Companies
and its directors.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
286OUR PROMOTERS AND PROMOTER GROUP
OUR PROMOTERS
The Promoters of our Company are:
1. Hasmukhbhai Meghjibhai Viradiya
2. Vallabhbhai Meghjibhai Viradiya
3. Vaibhav Vallabhbhai Viradiya
4. Manishaben Viradiya
5. Tejasbhai Vallabhbhai Viradiya
6. Saritaben Viradiya
7. Ektaben Vaibhavbhai Viradiya
8. Tirthraj Hasmukhbhai Viradiya
As on the date of this Draft Red Herring Prospectus, our Promoters together hold 1,31,95,420 Equity Shares of
face value of ₹ 10/- each, representing 96.12% of the issued, subscribed and paid-up Equity Share capital of our
Company, on a fully diluted basis. For further details, of the build-up of the Promoters’ shareholding in our
Company, see “Capital Structure – Build-up of the Equity Shareholding of our Promoters in our Company” on
page 111.
DETAILS OF OUR PROMOTERS
HASMUKHBHAI MEGHJIBHAI VIRADIYA:
Hasmukhbhai Meghjibhai Viradiya (DIN: 01226285), aged 48 years, is one of the
Promoters and is also Chairman and Managing Director of our Company. For the
complete profile of Hasmukhbhai Meghjibhai Viradiya along with the details of his
date of birth, personal address, educational qualifications, professional experience,
position / posts held in the past, directorships held and business and financial
activities, other directorships, other ventures and special achievements and
relationship with other Promoters of our Company refer “Our Management – Board
of Directors” on page 263.
His Permanent Account Number is AGPPP8810L
As on date of this Draft Red Herring Prospectus, Hasmukhbhai Meghjibhai Viradiya holds 27,41,080 Equity
Shares of face value of ₹ 10/- each, representing 19.97% of the pre-Offer, subscribed and paid-up equity share
capital of our Company.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BANK
287VALLABHBHAI MEGHJIBHAI VIRADIYA:
Vallabhbhai Meghjibhai Viradiya (DIN: 00317652), aged 50 years, is one of the
Promoters and is also the Whole-Time Director of our Company. For the complete
profile of Vallabhbhai Meghjibhai Viradiya along with the details of his date of
birth, personal address, educational qualifications, professional experience, position
/ posts held in the past, directorships held, and business and financial activities,
other directorships, other ventures and special achievements and relationship with
other Promoters of our Company refer “Our Management – Board of Directors”
on page 263.
His Permanent Account Number is APJPM6058E
As on date of this Draft Red Herring Prospectus, Vallabhbhai Meghjibhai Viradiya holds 13,84,450 Equity
Shares of face value of ₹ 10/- each, representing 10.08% of the pre- Offer, subscribed and paid-up equity share
capital of our Company.
VAIBHAV VALLABHBHAI VIRADIYA:
Vaibhav Vallabhbhai Viradiya (DIN: 09367612), aged 28 years, is one of the
Promoter and is also the Whole-Time Director of our Company. For the complete
profile of Mr. Vaibhav Vallabhbhai Viradiya along with the details of his date of
birth, personal address, educational qualifications, professional experience,
position / posts held in the past, directorships held, and business and financial
activities, other directorships, other ventures and special achievements and
relationship with other Promoters of our Company refer “Our Management –
Board of Directors” on page 263.
His Permanent Account Number is AZZPV0253G.
As on date of this Draft Red Herring Prospectus, Vaibhav Vallabhbhai Viradiya holds 13,03,315 Equity Shares
of face value of ₹ 10/- each, representing 9.49% of the pre- issued, subscribed and paid-up equity share capital
of our Company.
MANISHABEN VIRADIYA:
Manishaben Viradiya (DIN: 09332691), aged 45 years, is one of the Promoter
and is also the Non-Executive Director of our Company. For the complete profile
of Manishaben Viradiya along with the details of her date of birth, personal
address, educational qualifications, professional experience, position / posts held
in the past, directorships held, and business and financial activities, other
directorships, other ventures and special achievements and relationship with
other Promoters of our Company refer “Our Management – Board of Directors”
on page 263.
Her Permanent Account Number is ADNPV2186J.
As on date of this Draft Red Herring Prospectus, Manishaben Viradiya holds 19,28,315 Equity Shares of face
value of ₹ 10/- each, representing 14.05% of the pre- issued, subscribed and paid-up equity share capital of our
Company.
288TEJASBHAI VALLABHBHAI VIRADIYA:
Name: Tejasbhai Vallabhbhai Viradiya
Date of birth: March 11, 2000
Age: 25 years
Address: Plot No. 576, Near Nani Pragati Mandal Wadi, Vijayrajnagar,
Bhavnagar, Gujarat – 364001
PAN: BOAPV8050E
Education qualification: Bachelor of Engineering in Robotics
Experience: 3 years
Other directorships held:
1. Aawadkrupa Plastomech Private Limited
Other ventures: He is a shareholder in our Group Company, Patel Strap Private
Limited holding 12,500 equity shares constituting 12.5% of the total paid-up
capital of such company.
Special achievements: Nil
Business and financial activities: Nil
As on date of this Draft Red Herring Prospectus, Tejasbhai Vallabhbhai Viradiya holds 13,03,315 Equity Shares
of face value of ₹ 10/- each, representing 9.49% of the pre- issued, subscribed and paid-up equity share capital
of our Company.
SARITABEN VIRADIYA:
Name: Saritaben Viradiya
Date of birth: February 15, 1978
Age: 47 years
Address: Plot No-576, Near Nani Pragati Mandal Wadi, Vijayrajnagar,
Bhavnagar, Gujarat -364001
PAN: ADNPV2187K
Education qualification: No formal education.
Experience: 16 years
Other directorships held:
1. Patel Strap Private Limited
2. Aawadkrupa Plastomech Private Limited
Other ventures: Nil
Special achievements: Nil
Business and financial activities: Nil
As on date of this Draft Red Herring Prospectus, Saritaben Viradiya holds 13,03,315 Equity Shares of face value
of ₹ 10/- each, representing 9.49% of the pre- issued, subscribed and paid-up equity share capital of our
Company.
289EKTABEN VAIBHAVBHAI VIRADIYA
Name: Ektaben Vaibhavbhai Viradiya
Date of birth: October 26, 1996
Age: 28 years
Address: Plot No. 576/B, Near Nani Pragati Mandal Wadi, Vijayrajnagar,
Bhavnagar, Gujarat -364003
PAN: BQRPV3861J
Education qualification: Bachelor of Commerce
Experience: 5 years
Other directorships held: Patel Strap Private Limited
Other ventures: She is a shareholder in our Group Company, Global Non-
Woven Fabric Private Limited holding 1000 equity shares constituting 10%
of the total paid up share capital of such company.
Special achievements: Nil
Business and financial activities: Nil
As on date of this Draft Red Herring Prospectus, Ektaben Vaibhavbhai Viradiya holds 13,03,315 Equity Shares
of face value of ₹ 10/- each, representing 9.49% of the pre- issued, subscribed and paid-up equity share capital
of our Company.
TIRTHRAJ HASMUKHBHAI VIRADIYA
Name: Tirthraj Hasmukhbhai Viradiya
Date of birth: June 17, 2005
Age: 20 years
Address: Plot No 31-A, Navjivan Society, Krishna Park Anantwadi Road,
Devubaug, Bhavnagar, Gujarat – 364001
PAN: BSZPH7518A
Education qualification: He is pursuing Bachelor of Business
Administration (BBA)
Experience: 2 years
Other directorships held:
1. Aawadkrupa Plastomech Private Limited
2. Global Non Woven Fabric Private Limited
Other ventures: Apart from the directorship specified above, he is a
shareholder in our Group Company, Global Non Woven Fabric Private
Limited holding 1000 equity shares constituting 10% of the total paid up
share capital of such company.
Special achievements: Nil
Business and financial activities: Nil
As on date of this Draft Red Herring Prospectus, Tirthraj Hasmukhbhai Viradiya holds 19,28,315 Equity Shares
of face value of ₹ 10/- each, representing 14.05% of the pre- issued, subscribed and paid-up equity share capital
of our Company.
290DECLARATION
Our Company confirms that the Permanent Account Number, bank account number(s), Passport number, Aadhar
card number and driving license number of our Promoters, shall be submitted to the Stock Exchanges at the time
of filing of the Draft Red Herring Prospectus.
Further our Company does not have any corporate promoters as on the date of filing of this Draft Red Herring
Prospectus.
CHANGE IN THE CONTROL OF OUR COMPANY
Except Tirthraj Hasmukhbhai Viradiya, all our present Promoters are the original promoters of our Company.
Tirthraj Hasmukhbhai Viradiya, one of our Promoters, acquired Equity Shares of our Company by way of gift
and registered as a shareholder of our Company on August 7, 2023 and since then, he is one of the promoters of
our Company. Further, there has been no change in the control of our Company since incorporation and till the
date of filing of this DRHP. For details of shareholding of our Promoters in our Company, refer “Capital Structure
– Build-up of the Equity Shareholding of our Promoters in our Company” on page 111.
INTERESTS OF PROMOTERS
Our Promoters are interested in our Company to the extent that (i) they are the promoters of our Company, (ii) to
the extent of their respective direct and indirect shareholdings in our Company (iii) their directorship in our
Company (iv) the dividends payable in respect of their respective shareholdings in our Company, from time to
time. For further details of shareholding of our Promoters in our Company, refer “Capital Structure – Build-up of
the Equity Shareholding of our Promoters in our Company” on page 111.
Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i)
in which our Promoters hold shares, or (ii) controlled by our Promoters. For further details of interest of our
Promoters in our Company, refer “Restated Financial Statements – Related Party Transactions” on page 368.
Our Promoters are also interested to the extent of their remuneration/ sitting fees and reimbursement of expenses,
payable to them in their capacity as Directors of our Company. Our Promoters, who are also directors of our
Company are interested to the extent of interest accrued on the unsecured loans, if any, advanced by them to our
Company. Our Promoters have substantial interest to the extent of shareholding, remuneration and promoting the
business interests of our Material Subsidiary as on the date of this Draft Red Herring Prospectus. For further
details, see “Our Management – Remuneration/Compensation paid to Directors” on page 269.
Further, our Promoters are also directors on the boards, or are shareholders, members, or partners of certain entities
forming part of the Promoter Group and/or Material Subsidiary and may be deemed to be interested to the extent
of the payments made, if any, by our Company to such entities forming part of the Promoter Group and/or Material
Subsidiary. For the payments that are made by our Company to certain entities forming part of the Promoter
Group, see “Summary of Offer Document – Summary of Related Party Transactions” on page 32.
There are no agreements entered into between our Company and our Promoters, such that there is any potential
conflict of interest between our Promoters or members of our Promoter Group, which are crucial for the operations
of our Company.
Except as disclosed in “Our Management” and “Restated Financial Information – Related Party Transactions”
on pages 263 and 368, respectively, no amount or benefit has been paid or given by our Company to any of the
members of the Promoter Group during the two years preceding the filing of this Draft Red Herring Prospectus
nor is there any intention to pay or give any amount or benefit to any of the members of the Promoter Group.
No sum has been paid, or agreed to be paid to our Promoters or to any firm or company in case our Promoters are
291interested as members, in cash or shares or otherwise by any person, either to induce him to become, or to qualify
them as a director, promoter or otherwise for services rendered by such Promoters or by such firms or company
(ies), in connection with the promotion or formation of our Company.
Our Promoters may also be interested to the extent of providing personal guarantees for some of the loans taken
by our Company. For details refer “Financial Indebtedness” and “Restated Financial Information – Note 18-
Borrowings” on pages 404 and 337 respectively.
Our Promoters are interested in the entities which are either part of our Promoter Group or our Subsidiary or our
Group Companies. Our Group Companies and the entities forming part of our promoter group are not engaged in
the similar line of business as of our Company.
INTEREST IN PROPERTY, LAND, CONSTRUCTION OF BUILDING AND SUPPLY OF
MACHINERY
As a matter of record, the land along with industrial construction on which the registered office of our Company
is situated was purchased by our Company from Hasmukhbhai Meghjibhai Viradiya and Vallabhbhai Meghjibhai
Viradiya, who are also promoters and directors of our Company pursuant to Sale Deeds dated June 23, 2025. As
on date of filing of this Draft Red Herring Prospectus, our Company is the rightful owner of the said land and the
aforesaid promoters have no interest in such land of any nature whatsoever. For further details, please refer to the
“Restated Financial Information Note 43 – Related Party Disclosure” on page 368.
Further, other than as mentioned herein and in “Our Business” on page 206, our Promoters does not have any
interest in any subsequent transaction relating to acquisition of land, construction of any building or supply of any
machinery.
Except as disclosed in “History and Certain Corporate Matters – Common Pursuits” on page 261, there is no
conflict of interest between our Promoters or members of our Promoter Group and the suppliers of raw materials
and third party service providers of our Company and/or Subsidiary, which are crucial for the operations of our
Company.
OTHER VENTURES OF OUR PROMOTERS
Other than as disclosed in “Entities forming part of the Promoter Group” and “Our Management” on page 295
and 263, respectively, our Promoters are not involved in any other ventures.
PAYMENT OR BENEFITS TO PROMOTERS OR PROMOTER GROUP
Except as stated in “Restated Financial Information Note 43 – Related Party Disclosure” and “Our Management”
on pages 368 and 263, respectively, there has been no amounts paid or benefits granted by our Company to our
Promoters or any of the members of the Promoter Group during the two years preceding the date of this Draft Red
Herring Prospectus, nor is there any intention to pay any amount or provide any benefit to our Promoters or any
of the member of the Promoter Group as on the date of this Draft Red Herring Prospectus.
DISASSOCIATION BY PROMOTERS IN THE LAST THREE YEARS
Except as stated below, our Promoters have not disassociated themselves from any company, firm, trust or any
other entity during the last three years preceding the date of this Draft Red Herring Prospectus.
292Reason for Date of
S. No Name of Promoter(s) Name of Entity
Disassociation Disassociation
1. a) Vallabhbhai King Strap Dissolution of February 15, 2025
Meghjibhai Viradiya Manufacturing Partnership Firm
b) Saritaben Viradiya Company (Partnership
Firm)
2. Manishaben Viradiya Patel Strap Industries Dissolution of February 15, 2025
(Partnership Firm) Partnership Firm
3. a) Hasmukhbhai Rope Tech Industries Dissolution of March 31, 2024
Meghjibhai Viradiya (Partnership Firm) Partnership Firm
b) Vallabhbhai
Meghjibhai Viradiya
MATERIAL GUARANTEES GIVEN BY OUR PROMOTERS TO THIRD PARTIES WITH RESPECT
TO EQUITY SHARES OF OUR COMPANY
As on the date of this Draft Red Herring Prospectus, our Promoters have not given material guarantees to any
third party(ies) with respect to the Equity Shares of our Company.
EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY
Our Promoters have adequate experience in the line of business, including the proposed line of business, if any,
of our Company. For details in relation to experience of our Promoters in the business of our Company, refer to
the section titled “Our Management – Brief Profiles of our Directors” on page 266.
LITIGATION INVOLVING OUR PROMOTERS
For details in relation to legal and regulatory proceedings, by any regulatory authority in India or overseas,
involving our Promoters and Directors as on the date of this Draft Red Herring Prospectus, please refer to
“Outstanding Litigations and Material Developments” on page 435.
OTHER CONFIRMATIONS
Our Promoters and members of our Promoter Group have not been declared Willful Defaulters or Fraudulent
Borrowers.
Our Promoters and members of our Promoter Group have not been prohibited or debarred from accessing the
capital markets or from buying, selling or dealing in securities under any order or direction passed by SEBI or any
other securities market regulator or any other authority, court or tribunal inside or outside India. Our Promoters
are not and have not been promoters or directors of any other company which is debarred from accessing or
operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental
authority.
Our Promoters have not been declared as Fugitive Economic Offenders. There has been no disciplinary action,
penalty/s (including any outstanding actions), against our Promoters imposed by the SEBI or the Stock Exchanges
in the past three years from the date of filing of this Draft Red Herring Prospectus.
PROMOTER GROUP
The following individuals and entities constitute our Promoter Group in terms of Regulation 2(1)(pp) of the SEBI
ICDR Regulations.
Natural persons forming a part of our Promoter Group are as follows:
293Relationship with
Name of our Promoter Name of member of our Promoter Group
our Promoter
Meghajibhai Nanjibhai Viradiya Father
Late Jamanaben Mother
Manishaben Viradiya Spouse
Vallabhbhai Meghjibhai Viradiya Brother
Rekhaben Nagjibhai Bhadani Sister
Hansaben Harsukhbhai Bharodiya Sister
Tirthraj Hasmukhbhai Viradiya Son
Hasmukhbhai Meghjibhai
Ishani Hasmukhbhai Viradiya Daughter
Viradiya
Bhakti Hasmukhbhai Viradiya Daughter
Rajabhai Meghjibhai Vaghasiya Spouse’s Father
Kuvarben Rajabhai Vaghasiya Spouse’s Mother
Ashvinbhai Rajabhai Vaghasiya Spouse’s Brother
Narendrabhai Rajabhai Vaghasiya Spouse’s Brother
Shobhaben Jagdishbhai Dhameliya Spouse’s Sister
Ashaben Mayurbhai Dungrani Spouse’s Sister
Meghajibhai Nanjibhai Viradiya Father
Late Jamanaben Mother
Saritaben Viradiya Spouse
Hasmukhbhai Meghjibhai Viradiya Brother
Rekhaben Nagjibhai Bhadani Sister
Hansaben Harsukhbhai Bharodiya Sister
Vaibhav Vallabhbhai Viradiya Son
Vallabhbhai Meghjibhai Viradiya
Tejasbhai Vallabhbhai Viradiya Son
Late Harjibhai Spouse’s Father
Kantaben Harjibhai Nakrani Spouse’s Mother
Dharmeshbhai Harjibhai Nakrani Spouse’s Brother
Jayeshkumar Harjibhai Nakrani Spouse’s Brother
Hanshben Odhavbhai Dankhara Spouse’s Sister
Shobhaben Ganeshbhai Miyani Spouse’s Sister
Vallabhbhai Meghjibhai Viradiya Father
Saritaben Viradiya Mother
Tejasbhai Vallabhbhai Viradiya Brother
Ektaben Vaibhavbhai Viradiya Spouse
Vedansh Vaibhavbhai Viradiya Son
Vaibhav Vallabhbhai Viradiya
Pravinbhai Madhabhai Kukadiya Spouse’s Father
Gauriben Pravinbhai Kukadiya Spouse’s Mother
Dhruvit Pravinbhai Kukadiya Spouse’s Brother
Ankita Satish Bhalani Spouse’s Sister
Khushi Pravinbhai Kukadiya Spouse’s Sister
Rajabhai Meghajibhai Vaghasiya Father
Kuvarben Rajabhai Vaghasiya Mother
Ashvinbhai Rajabhai Vaghasiya Brother
Narendrabhai Rajabhai Vaghasiya Brother
Manishaben Viradiya Shobhaben Jagdishbhai Dhameliya Sister
Ashaben Mayurbhai Dungrani Sister
Hasmukhbhai Meghjibhai Viradiya Spouse
Tirthraj Hasmukhbhai Viradiya Son
Ishani Hasmukhbhai Viradiya Daughter
294Relationship with
Name of our Promoter Name of member of our Promoter Group
our Promoter
Bhakti Hasmukhbhai Viradiya Daughter
Meghajibhai Nanjibhai Viradiya Spouse’s Father
Late Jamanaben Spouse’s Mother
Vallabhbhai Meghjibhai Viradiya Spouse’s Brother
Rekhaben Nagjibhai Bhadani Spouse’s Sister
Hansaben Harsukhbhai Bharodiya Spouse’s Sister
Late Harjibhai Father
Kantaben Harjibhai Nakrani Mother
Dharmeshbhai Harjibhai Nakrani Brother
Jayeshkumar Harjibhai Nakrani Brother
Hanshben Odhavbhai Dankhara Sister
Shobhaben Ganeshbhai Miyani Sister
Vallabhbhai Meghjibhai Viradiya Spouse
Saritaben Viradiya
Vaibhav Vallabhbhai Viradiya Son
Tejasbhai Vallabhbhai Viradiya Son
Meghajibhai Nanjibhai Viradiya Spouse’s Father
Late Jamanaben Spouse’s Mother
Hasmukhbhai Meghjibhai Viradiya Spouse’s Brother
Rekhaben Nagajibhai Bhadani Spouse’s Sister
Hansaben Harsukhbhai Bharodiya Spouse’s Sister
Pravinbhai Madhabhai Kukadiya Father
Gauriben Pravinbhai Kukadiya Mother
Dhruvit Pravinbhai Kukadiya Brother
Ankita Satish Bhalani Sister
Khushi Pravinbhai Kukadiya Sister
Ektaben Vaibhavbhai Viradiya
Vaibhav Vallabhbhai Viradiya Spouse
Vallabhbhai Meghjibhai Viradiya Spouse’s Father
Saritaben Viradiya Spouse’s Mother
Tejasbhai Vallabhbhai Viradiya Spouse’s Brother
Vedansh Vaibhavbhai Viradiya Son
Vallabhbhai Meghjibhai Viradiya Father
Saritaben Viradiya Mother
Vaibhav Vallabhbhai Viradiya Brother
Tejasbhai Vallabhbhai Viradiya Juhita Tejasbhai Viradiya Spouse
Dineshbhai Dayabhai Sachapara Spouse’s Father
Ramaben Dineshbhai Sachapra Spouse’s Mother
Parth Dineshbhai Sachapara Spouse’s Brother
Hasmukhbhai Meghjibhai Viradiya Father
Manishaben Viradiya Mother
Tirthraj Hasmukhbhai Viradiya
Ishani Hasmukhbhai Viradiya Sister
Bhakti Hasmukhbhai Viradiya Sister
Entities forming part of the Promoter Group
The entities forming part of our Promoter Group are as follows:
A. Private Limited Companies forming part of Promoter Group
295i. Global Non Woven Fabric Private Limited
ii. Patel Strap Private Limited
iii. Rope Tech India Private Limited
B. Partnership Firms forming part of Promoter Group
i. Global Non Woven Fabric - Partnership Firm
C. Sole proprietorship forming part of Promoter Group
i. Ashvinbhai Rajabhai Vaghasiya – Sole Proprietorship
ii. Bhakti Viradiya – Sole Proprietorship
iii. Vallabhbhai Meghjibhai Viradiya – Sole Proprietorship
iv. Ektaben Vaibhavbhai Viradiya - Sole Proprietorship
v. Pravinbhai Madhabhai Kukadiyas– Sole Proprietorship
vi. Hansaben Harsukhbhai Bharodiya – Sole Proprietorship
vii. Manishaben Hasmukhbhai Viradiya – Sole Proprietorship
viii. Ankita Satish Bhalani – Sole Proprietorship
ix. Ishani Hasmukhbhai Viradiya– Sole Proprietorship
x. Hasmukhbhai Meghjibhai Viradiya– Sole Proprietorship
xi. Juhita Tejasbhai Viradiya – Sole Proprietorship
D. HUFs forming part of Promoter Group
i. Vallabhbhai Meghjibhai Viradiya (HUF)
ii. Hasmukhbhai Meghjibhai Viradiya-HUF
iii. Meghjibhai Nanjibhai Viradiya (HUF)
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296OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term “group companies” includes (i) such companies (other than the
promoters and subsidiary(ies)) with which there were related party transactions, during the period for which
financial information is disclosed, as covered under applicable accounting standards, and (ii) such other companies
as are considered material by the Board of our Company.
With respect to point (ii) above, our Board has, vide resolution dated August 25, 2025, adopted a Materiality
Policy, inter alia, for identification of companies that shall be considered material and will be disclosed as a group
company in this Draft Red Herring Prospectus. In terms of the Materiality Policy: (i) all such companies (other
than our Promoters and Subsidiary) with which our Company had related party transactions, as per the Restated
Financial Information, have been considered as Group Companies in terms of the SEBI ICDR Regulations; and
(ii) all such companies (other than our Promoters) forming part of our Promoter Group in terms of Regulation
2(1)(pp) of the SEBI ICDR Regulations, with which our Company has transactions during the most recent
financial year and stub period, if any, as per the Restated Financial Information disclosed in the Draft Red Herring
Prospectus, which individually or in the aggregate, exceed 1% of the total restated revenue or 0.1% of the net
worth of our Company.
Accordingly, based on the parameters mentioned above, as on the date of this Draft Red Herring Prospectus, our
Company has two Group Companies, namely:
S. No. Name Registered Office
1. Patel Strap Private Limited Survey No. 366/22/Unit No.-2 Bhavnagar-Rajkot Highway, Opp.
Indian Oil Petro Pump, Kardej (Navagam), Vartej, Bhavnagar-
364060, Gujarat, India,
2. Global Non Woven Fabric Plot No. 250, GIDC, Chitra, Bhavnagar Chitra, Bhavnagar-
Private Limited 364004, Gujarat, India
Details of our Group Companies
In accordance with the SEBI ICDR Regulations, the financial information with respect to: (i) reserves (excluding
revaluation reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi)
net asset value of our Group Companies determined on the basis of their annual turnover based on their respective
audited financial statements for the preceding three years, shall be hosted on our website as indicated below:
S. No. Name Website
1. Patel Strap Private Limited https://www.applcontainers.com/assets/documents/financial-
report/patel-strap-finanial-details.pdf
2. Global Non Woven Fabric Private https://www.applcontainers.com/assets/documents/financial-
Limited report/global-finanial-details.pdf
The financial information of our Group Companies and other information provided on website of our Company
does not constitute a part of this Draft Red Herring Prospectus. Such information should not be considered as part
of information that any investor should consider before making any investment decision. Further, none of our
Company, the BRLMs, or any of the Company’s respective Directors, employees, affiliates, associates, advisors,
agents or representatives have verified the information available on the website indicated above. Anyone placing
reliance on any other source of information would be doing so at their own risk.
NATURE AND EXTENT OF INTEREST OF GROUP COMPANIES
In the promotion of our Company
As on the date of this Draft Red Herring Prospectus, our Group Companies do not have any interest in the
promotion of our Company.
297In the properties acquired by our Company in the past three years before filing the Draft Red Herring
Prospectus or proposed to be acquired by our Company
Our Group Companies do not have any interest in the properties acquired by our Company in the three years
preceding the filing of this Draft Red Herring Prospectus or proposed to be acquired by our Company.
In transactions for acquisition of land, construction of building and supply of machinery, Etc.
As on the date of this Draft Red Herring Prospectus, our Group Companies have no interest, directly or indirectly,
in any transaction for the acquisition of land, construction of building or supply of machinery etc. by our Company.
LITIGATION
As on the date of this Draft Red Herring Prospectus, except as stated in “Outstanding Litigations and Material
Developments” beginning on page 435, there are no pending litigations involving our Group Companies which
may have a material impact on our Company.
COMMON PURSUITS BETWEEN OUR GROUP COMPANIES AND OUR COMPANY
Our Group Companies do not have any common pursuits with our Company since our Group Companies are not
engaged in business similar to ours. There is no conflict of interest or competition between our Company and our
Group Companies.
RELATED BUSINESS TRANSACTIONS WITHIN OUR GROUP COMPANIES AND SIGNIFICANCE
ON THE FINANCIAL PERFORMANCE OF OUR COMPANY
Except as disclosed in “Summary of Offer Document – Summary of Related Party Disclosures” on page 32 and
“Restated Financial Information – Note 43 - Related Party Disclosure” on page 368, there are no other related
business transactions between our Group Companies and our Company.
BUSINESS INTERESTS OF OUR GROUP COMPANIES
Except in the ordinary course of business and as stated in “Restated Financial Information - Note 43 Related
Parties Disclosure” on page 368, our Group Companies have no business interest in our Company as on the date
of this Draft Red Herring Prospectus.
UTILISATION OF OFFER PROCEEDS
There are no material existing or anticipated transactions with our Group Companies in relation to utilisation of
the Offer Proceeds.
CONFIRMATIONS
The securities of our Group Companies are not listed on any Stock Exchanges.
Further, our Group Companies have not made any public or rights issue (as defined under the SEBI ICDR
Regulations) of its securities in the three years preceding the date of this Draft Red Herring Prospectus.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of the Company) and any of the Group Companies and its directors.
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298DIVIDEND POLICY
The dividend distribution policy of our Company was approved and adopted by our Board on August 25, 2025
(“Dividend Policy”). The declaration and payment of dividends on our Equity Shares, if any, will be
recommended by our Board to the Shareholders for their approval, at their discretion, subject to compliance with
the provisions of our Articles of Association and the Companies Act, including the rules made thereunder and the
relevant regulations, if any, and other applicable laws. Further, the Board shall have absolute power to declare
interim dividend in compliance with the Companies Act.
Any future determination as to the declaration and payment of dividends will depend on factors that our Board
deems relevant, including among others, profits earned and available for distribution of dividend during the fiscal
year, accumulated reserves, including retained earnings, earning stability, mandatory transfer of profits earned to
specific reserves, crystallization of contingent liabilities of our Company. In addition, our ability to pay dividends
may be impacted by a number of factors, including restrictive covenants under our current or future loan or
financing documents. For more information on restrictive covenants under our current loan agreements, see
“Financial Indebtedness” beginning on page 404. We may retain our earnings in order to make better use of the
available funds and increase the value of the stakeholders in the long run.
Further, our Board may not declare or recommend dividend for a particular period if it is of the view that it would
be prudent to conserve capital for the operations, ongoing or planned business expansion or other factors. As a
result, we may not declare dividend in the foreseeable future. For details in relation to the risks involved in this
regard, see “Risk Factor – Our ability to pay dividends in the future will depend upon our future earnings,
financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our
financing arrangements.” on page 64.
Our Company has not declared any dividends on the Equity Shares during the last three Fiscal Years until the date
of this Draft Red Herring Prospectus.
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299SECTION V – FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED FINANCIAL
INFORMATION
The Board of Directors
APPL Containers Limited
(Formerly known as APPL Containers Private Limited)
Survey No. 131-B, 132, 132P1,
Near Khodiyar Mandir,
Bhavnagar – Rajkot Highway,
Shampara (Khodiyar), Shampara,
Vartej, Bhavnagar,
Gujarat, India – 364060.
Dear Sir/ Ma’am,
1. We have examined the attached Restated Financial Information of APPL Containers Limited (Formerly
known as APPL Containers Private Limited) (the “Company” or the “Issuer”), comprising the Restated
Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated
Statements of Profit and Loss (including other comprehensive income), the Restated Statement of Changes
in Equity, the Restated Cash Flow Statement as at March 31, 2025, March 31, 2024 and March 31, 2023, the
Summary Statement of Material Accounting Policies, and other explanatory information (collectively, the
“Restated Financial Information”), as approved by the Board of Directors of the Company at their meeting
held on September 18, 2025 for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”)
prepared by the Company in connection with its proposed Initial Public Offer of equity shares (“IPO”)
prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
Management's Responsibility for the Restated Summary Statements
2. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information
for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (“SEBI”),
National Stock Exchange of India Limited and BSE Limited (the “Stock Exchanges”) in connection with
the proposed IPO. The Restated Financial Information have been prepared by the management of the
Company on the basis of preparation as stated in note 1.2 to the Restated Financial Information. The
responsibility of the respective Board of Directors of the Company includes designing, implementing and
maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial
Information. The respective Board of Directors is also responsible for identifying and ensuring that the
Company complies with the Act, ICDR Regulations and the Guidance Note.
300Auditors' Responsibilities
3. We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated March 25, 2025 in connection with the proposed IPO of equity shares of the
issuer;
b) The Guidance Note. 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 Financial Information; and
d) The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.
Restated Summary Statements
4. These Restated Financial Information have been compiled by the management from:
a) Audited Financial Statements of the Company as at and for the year ended March 31, 2025 which
were prepared in accordance with the Ind AS, as prescribed under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles
generally accepted in India, at the relevant time, which have been approved by the Board of Directors
at their meetings held on September 13, 2025.
b) Special Purpose Financial Statements of the Company as at and for the year ended March 31, 2024
which were prepared in accordance with the Ind AS, as prescribed under Section 133 of the Act read
with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting
principles generally accepted in India, at the relevant time, which have been approved by the Board
of Directors at their meetings held on September 18, 2025. The information for the years ended
March 31, 2024 included in such restated financial statements have been prepared by the
management by making Ind AS adjustments to the audited financial statements of the Company as
at and for the years ended March 31, 2024 prepared in accordance with the Accounting Standards
(“Indian GAAP”) notified under the section 133 of the Act which was approved by the Board of
Directors at their meeting held on September 05, 2024.
c) Special Purpose Financial Statements of the Company as at and for the year ended March 31, 2023
which were prepared in accordance with the Ind AS, as prescribed under Section 133 of the Act read
with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting
principles generally accepted in India, at the relevant time, which have been approved by the Board
of Directors at their meetings held on September 18, 2025. The information for the years ended
March 31, 2023 included in such restated financial statements have been prepared by the
management by making Ind AS adjustments to the audited financial statements of the Company as
at and for the years ended March 31, 2023 prepared in accordance with the Accounting Standards
(“Indian GAAP”) notified under the section 133 of the Act which was approved by the Board of
Directors at their meeting held on September 05, 2023.
3015. We have audited the special purpose financial information of the Company for the year ended March 31,
2024 and 2023 prepared by the Company in accordance with the Ind AS for the limited purpose of complying
with the requirement of getting its financial statements audited by an audit firm holding a valid peer review
certificate issued by the “Peer Review Board” of the ICAI as required by ICDR Regulations in relation to
proposed IPO. We have issued our report dated September 18, 2025 on this special purpose financial
information to the Board of Directors who have approved these in their meeting held on September 18, 2025.
Auditor’s Report
6. For the purpose of our examination, we have relied on:
a) Auditors’ Report issued by us, dated September 13, 2025, on the Audited Ind AS Financial
Statements of the Company as at and for the period ended March 31, 2025 as referred in Paragraph
4(a) above.
b) Auditors’ reports issued by M/s. Talreja & Talreja, Chartered Accountants, (the “Previous
Auditors”), dated September 5, 2024 on the Audited Financial Statements of the Company as at and
for the years ended March 31, 2024, respectively, as referred in Paragraph 4(d) above.
c) Auditors’ reports issued by M/s. Talreja & Talreja, Chartered Accountants, (the “Previous
Auditors”), dated September 5, 2023 on the Audited Financial Statements of the Company as at and
for the years ended March 31, 2023, respectively, as referred in Paragraph 4(d) above.
7. Based on our examination and according to the information and explanations given to us, we report that
Restated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping / reclassifications retrospectively in the financial year ended March 31, 2024,
and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and
grouping / classifications, to the extent applicable followed as at and for the period ended March 31,
2025;
b) does not contain any qualification requiring adjustments.
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
8. These Restated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates for Audited Financial Statements mentioned in the paragraph 4 above (except for effect of
the issuance of the bonus shares as described in Note 38 and 55(c) of the Restated Financial Information).
9. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as a new opinion on any of the financial statements
referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the
report.
30211. Our report is intended solely for the use of the Board of Directors for inclusion in the DRHP to be filed with
SEBI, and the Stock Exchanges in connection with the proposed Offer. Our report should not be used,
referred to, or distributed for any other purpose. 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.
For J Vasania & Associates
Chartered Accountants
Firm’s Registration No: 117332W
Sd/-
Rushit Ghelani
Partner
Membership No: 624933
UDIN: 25624933BMFXWE7616
Place: Bhavnagar
Date: September 18, 2025
303APPL CONTAINERS LIMITED
(Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
RESTATED STATEMENT OF ASSETS AND LIABILITIES
( A l l a m o u nts in Rs. Lakhs unless otherwise stated)
NOT
PARTICULARS AS AT AS AT AS AT
E
31st March
NO. 31st March 2024 31st March 2023
2025
ASSETS
Non- Current Assets
(a) Property, Plant and Equipment 2 696.20
2,870.80 2,911.77
(b) Other Intangible Assets 3 1.07
0.72 0.89
(c) Right of Use Assets 4 35.12
640.82 510.70
(d) Financial Assets
(i) Investments 5 -
250.00 -
(ii) Loans -
- -
(iii) Other Financial Assets 6 39.30
177.49 164.51
(e) Other Non-Current Assets 7 -
5.96 -
Total Non - Current Assets (A) 771.69
3,945.79 3,587.87
Current Assets
(a) Inventories 8 -
579.03 -
(b) Financial Assets
(i) Investments 9 -
448.74 -
(ii) Trade Receivables 10 209.90
358.20 156.91
(iii) Cash and Cash Equivalents 11 4.52
107.13 80.08
(iv) Loans 12 -
2,505.00 999.16
(v) Other Financial Assets 13 0.74
39.82 3.08
(c) Current Tax Assets 14 -
11.39 94.03
(d) Other Current Assets 15 100.17
232.37 109.28
Total Current Assets (B) 315.33
4,281.68 1,442.55
Total (C = A+B) 1,087.02
8,227.48 5,030.42
EQUITY AND LIABILITIES
Equity
Equity share capital 16 250.00
250.00 250.00
Other equity 17 207.92
5,233.54 1,949.12
Total Equity (D) 457.92
5,483.54 2,199.12
Liabilities
Non-Current Liabilities
304(a) Financial Liabilities
(i) Borrowings 18 429.28
1,583.28 1,730.12
(ii) Lease Liabilities 19 18.94
- 234.10
(b) Provisions 20 -
18.77 11.24
(c) Deferred Tax Liability (Net) 21 21.81
83.86 60.28
(d) Other Non-Current Liabilities -
- -
Total Non - Current Liabilities (E) 470.03
1,685.91 2,035.74
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 22 99.44
394.74 304.75
(ii) Lease Liabilities 19 18.19
254.58 278.47
(iii) Trade Payables: 23
Total outstanding dues of micro
-
enterprises and small enterprises 42.93 44.87
Total outstanding dues other than
15.97
micro enterprises and small enterprises 18.49 31.95
(iv) Other Financial Liabilities
24 16.31
18.40 127.97
(b) Other Current Liabilities 25 0.43
328.51 7.49
(c) Provisions 26 -
0.36 0.06
(d) Current Tax Liabilities (Net) 27 8.72
- -
Total Current Liabilities (F) 159.07
1,058.03 795.56
TOTAL EQUITY AND LIABILITIES (G =
1,087.02
D+E+F) 8,227.48 5,030.42
The Accompanying Notes 1 To 55 Are An Integral Part Of The Financial
Statements
As Per Our Report Attached Of Even Date
For and on behalf of the Board of
For J Vasania & Associates APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani
Vaibhav Vallabhbhai Hasmukhbhai
Viradiya Meghjibhai Viradiya
Partner Whole-time director Chairperson Cum Managing Director
Membership No. 624933 09367612 01226285
UDIN:25624933BMFXWE7616
305Sd/-
Sd/-
Dhaval Jayeshbhai
Divya Reejwani
Parekh
Place: Bhavnagar Company Secretary Chief Financial Officer
Date:18/09/2025 CHLPR3817A CMKPP9463J
306APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
RESTATED STATEMENT OF PROFIT & LOSS
(All amounts in Rs. Lakhs
unless otherwise stated)
NOTE FOR THE FOR THE FOR THE
PARTICULARS
NO. YEAR ENDED YEAR ENDED YEAR ENDED
31st March 2025 31st March 2024 31st March 2023
Revenue from Operations 28 6,902.56 4,039.44 452.84
Other Income 29 146.10 28.81 1.62
Total Income 7,048.66 4,068.25 454.46
EXPENDITURE
Cost of Material Consumed 30 1,121.07 257.31 18.71
Change in Inventories of work in progress and finished goods 31 (116.35) - -
Employee Benefits Expenses 32 253.06 307.95 14.43
Finance Cost 33 179.50 104.98 11.13
Depreciation and Amortization Expenses 34 474.78 362.59 31.42
Other Expenses 35 1,170.63 940.79 131.41
TOTAL EXPENSES 3,082.69 1,973.62 207.10
PROFIT BEFORE TAX 3,965.97 2,094.63 247.36
TAX EXPENSES 36 683.43 355.85 39.02
Current Income Tax 660.24 316.10 17.21
Deferred Tax 23.19 38.51 21.81
Adjustment of Provision for Tax of Earlier Years 0.00 1.24 -
PROFIT/(LOSS) FOR THE PERIOD 3,282.54 1,738.77 208.34
OTHER COMPREHENSIVE INCOME
A (i) Items that will not be reclassified to Profit or Loss
Remeasurement loss of Defined Benefit Plan 2.27 - -
(ii) Income Tax relating to items that will not be reclassified to
(0.39) - -
Profit or Loss
OTHER COMPREHENSIVE INCOME (NET OF TAX) 1.88 - -
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD,
3,284.42 1,738.77 208.34
NET OF TAX
307Earning Per Equity Share (In Rupees)
38
(1) Basic 26.26 13.91 3.30
(2) Diluted 26.26 13.91 3.30
The Accompanying Notes 1 To 55 Are An Integral
Part Of The Financial Statements
As Per Our Report Attached Of Even Date For and on behalf of the Board of
For J Vasania & Associates APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani Vaibhav Vallabhbhai Viradiya Hasmukhbhai Meghjibhai Viradiya
Partner Whole-time director Chairperson Cum Managing Director
Membership No. 624933 09367612 01226285
UDIN:25624933BMFXWE7616
Sd/- Sd/-
Divya Reejwani Dhaval Jayeshbhai Parekh
Place: Bhavnagar Company Secretary Chief Financial Officer
Date:18/09/2025 CHLPR3817A CMKPP9463J
308APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
RESTATED STATEMENT OF CHANGES IN EQUITY
1. Equity Share Capital*
Equity Share Capital Amount
Balance As at 01 April 2022 15.00
Changes during the year 235.00
Balance as at 31 March 2023 250.00
Balance As at 01 April 2023 250.00
Changes during the year -
Balance as at 31 March 2024 250.00
Balance As at 01 April 2024 250.00
Changes during the year -
Balance as at 31 March 2025 250.00
*Refer Note 16
2. Other Equity*
Reserves and Surplus
Particulars Total
Retained earnings
Balance as at 01 April 2022 (0.42) (0.42)
Changes in Equity for the year -
Profit for the year 208.34 208.34
Other Comprehensive Income for the year - -
Total Comprehensive Income for the year 208.34 208.34
Balance as at 31 March 2023 207.92 207.92
Balance as at 01 April 2023 207.92 207.92
Adjustment for difference in transition date between special purpose and
2.43 2.43
general purpose financial statements
Balance at April 01, 2023 as per general purpose financial statements 210.35 210.35
Changes in Equity for the year -
Profit for the year 1,738.77 1,738.77
Other Comprehensive Income for the year - -
Total Comprehensive Income for the year 1,738.77 1,738.77
Balance as at 31 March 2024 1,949.12 1,949.12
Balance as at 01 April 2024 1,949.12 1,949.12
Changes in Equity for the year -
Profit for the year 3,282.54 3,282.54
Other Comprehensive Income for the year 1.88 1.88
Total Comprehensive Income for the year 3,284.42 3,284.42
Balance as at 31 March 2025 5,233.54 5,233.54
*Refer Note no. 17
309Nature of Purpose of reserves
Retained earnings
Retained earnings are the profits that the Company has earned till date. It include remeasurement of defined benefit plans. It generally represents the
undistributed profit/amount of accumulated earnings of the company. The Reserve shall be utilized in accordance with the provision of the Companies
Act, 2013.
The Accompanying Notes 1 To 55 Are An Integral Part Of The
Financial Statements
As Per Our Report Attached Of Even Date For and on behalf of the Board of
For J Vasania & Associates APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani Vallabhbhai Meghjibhai Viradiya Hasmukhbhai Meghjibhai Viradiya
Partner Whole Time Director Chairperson Cum Managing Director
Membership No. 624933 00317652 01226285
UDIN:25624933BMFXWE7616
Sd/- Sd/-
Divya Reejwani Dhaval Jayeshbhai Parekh
Place: Bhavnagar Company Secretary Chief Financial Officer
Date:18/09/2025 CHLPR3817A CMKPP9463J
310APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
RESTATED STATEMENT OF CASH FLOWS
(All amounts in Rs. Lakhs unless otherwise stated)
For the Year Ended
Particulars
31 March 2025 31 March 2024 31 March 2023
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit after tax 3,282.54 1,738.77 208.34
Adjustments for:
Depreciation and Amortisation Expense 474.78 362.59 31.42
Fair Valuation of Investment 51.23 - -
Gain on derecognition of lease liability - - -
Interest Income on Security Deposit (11.17) (10.27) (0.14)
Interest Expense on leases 44.62 65.17 2.62
Provision for Gratuity 10.08 9.02 -
Provision for Leave encashment 0.01 2.28 -
Provision for tax 683.43 355.85 39.02
Interest Income (120.59) (13.68) (1.48)
Finance Costs 138.28 41.41 13.63
Operating cash flow before working capital changes 4,553.21 2,551.14 293.40
Adjustment for:
Inventories (579.03) - -
Trade Receivables (201.29) 52.99 (209.90)
Other Financial Assets (38.97) (0.85) -
Other Current Assets* (78.70) 35.85 (90.60)
Other Non current Assets - - -
Trade Payables (15.40) 60.85 15.88
Other Financial Liabilities (9.79) 22.91 1.90
Other Current Liabilities 321.02 7.06 0.43
Cash (Used in)/Generated from Operations 3,951.06 2,729.95 11.11
Tax paid (Net of refunds)* 577.60 420.10 8.49
Net cash flow generated from operating activities (A) 3,373.46 2,309.86 2.62
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (including capital
(268.65) (2,222.56) (689.47)
advances)
Prepayment of Leasehold rights (ROU Assets) (400.85) - -
Purchase of Investments (749.98) - -
Loans and Advances given (3,963.19) (1,030.51) -
311Loans and Advances recovered 2,465.16 41.84 -
Security Deposit paid (1.81) (147.00) (39.82)
Interest received 115.02 1.69 0.74
Net cash flow generated from/ (used in) investing
(2,804.28) (3,356.55) (728.54)
activities (B)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of Share Capital - - 235.00
Repayment of Borrowings (312.85) (153.53) (124.44)
Proceeds from Borrowings 250.00 1,650.00 550.00
Lease Liabilities (302.60) (297.54) (10.36)
Finance Cost Paid (176.67) (76.68) (19.48)
Net cash flow used in financing activities (C) (542.13) 1,122.25 730.16
Net increase/(decrease) in cash and cash equivalents
27.05 75.56 4.24
(A+B+C)
Cash and cash equivalents at the beginning of the year 80.08 4.52 0.28
Cash and cash equivalents at the end of the year 107.13 80.08 4.52
*The Tax Paid as per Indian GAAP was including non-cash items which has been corrected and reflected
Components of cash and cash equivalents 31 March 2025 31 March 2024 31 March 2023
Cash on hand 91.99 12.99
4.37
Balances with banks in current accounts 15.14 67.09
0.15
Bank Deposit having maturity of less than 3 months -
- -
Cash and cash equivalents as per Cash Flow Statement 107.13 80.08 4.52
Reconcilation of liabilities arising from financing acitivities
Cash flows from financing activities 31 March 2025 31 March 2024 31 March 2023
Payment of lease liabilities (297.54)
(302.60) (10.36)
Interest paid (76.68)
(176.67) (19.48)
Borrowings taken during the year 1,650.00
250.00 550.00
Repayment of borrowings (153.53)
(312.85) (24.99)
Net cash flow used in financing activities (C) (542.13) 1,122.25 495.16
Particulars Borrowings Lease liabilities
As at 1st April, 2022 - -
Proceeds 550.00 -
Repayment -
(24.99)
Repayment of lease liability - (7.74)
Interest paid (2.62)
(17.83)
Non cash changes 21.55 47.50
As at 31st March 2023 528.73 37.14
As at 1st April, 2023 528.73 37.14
Proceeds 1,650.00 -
312Repayment -
(153.53)
Repayment of lease liability - (232.37)
Interest paid (65.17)
(73.20)
Non cash changes 82.88 772.96
As at 31st March 2024 2,034.87 512.56
As at 1st April, 2024 2,034.87 512.56
Proceeds 250.00 -
Repayment
(312.85)
Repayment of lease liability (257.98)
Interest paid (44.62)
(170.26)
Non cash changes 176.26 44.62
As at 31st March 2025 1,978.02 254.58
Note: The cash flow statement has been prepared in accordance with "Indirect Method" as set out on Indian Accounting Standard -7 on "Statement on
cash Flows".
See accompanying notes to the financial statements
As Per Our Report Attached Of Even Date For and on behalf of the Board of
For J Vasania & Associates APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani
Vaibhav Vallabhbhai Viradiya Hasmukhbhai Meghjibhai Viradiya
Partner
Whole Time Director Chairperson Cum Managing Director
Membership No. 624933
09367612 01226285
UDIN:25624933BMFXWE7616
Sd/- Sd/-
Divya Reejwani Dhaval Jayeshbhai Parekh
Place: Bhavnagar
Company Secretary Chief Financial Officer
Date:18/09/2025
CHLPR3817A CMKPP9463J
313APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)"
NOTES TO RESTATED FINANCIAL INFORMATION
1. CORPORATE INFORMATION
APPL CONTAINERS LIMITED (Formerly known as APPL CONTAINERS PRIVATE LIMITED) CIN U28129GJ2021PLC126531 is a company
incorporated on October 21, 2021 under the provisions of the Companies Act, 2013. The Company was originally registered as a Private Limited
Company and has been converted into a Public Limited Company with effect from June 13, 2025. The Company is primarily engaged in the
manufacturing and job work of shipping containers and related activities. The registered office of the Company is located at: Plot No. 131, Shampara
Khodiyar, Bhavnagar - Rajkot Highway,Bhavnagar, Gujarat - 364060, India.
1.1 Statement of compliance
These special purpose standalone financial statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the
Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
1.2 Basis of preparation
The restated statement of assets and liabilities of the Company as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated information of
profit and loss (including other comprehensive income), the restated information of changes in equity and the restated information of cash flows for
each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and restated other financial information (together referred as 'Restated
Financial Information') has been prepared under Indian Accounting Standards ('Ind AS') notified under Section 133 of the Companies Act, 2013 ('the
Act') read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act, to the extent applicable.
The Restated Financial Information has been prepared by the management in connection with the proposed listing of equity shares of the Company by
way of Initial Public Offering (""IPO""), to be filed by the Company with the Securities and Exchange Board of India, Registrar of Companies,
Ahmedabad (“RoC”) and the concerned Stock Exchange in accordance with the requirements of:
i Section 26 of part I of Chapter III of the Companies Act, 2013, as amended ("the Act"");
ii The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (""the SEBI ICDR
Regulations"") issued by the Securities and Exchange Board of India (""SEBI'') from time to time;
iii Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ('ICAI')
The accounting policies, as set out in the following paragraphs of this note, have been consistently applied, by the Company, to all the periods presented
in the said Financial Statements.
The preparation of the said Financial Statements requires the use of certain critical accounting estimates and judgements. It also requires the management
to exercise judgement in the process of applying the Company’s accounting policies. The areas where estimates are significant to the Financial
Statements, or areas involving a higher degree of judgement or complexity, are disclosed in Note no. 39.
The Financial Statements are based on the classification provisions contained in Ind AS 1, ‘Presentation of Financial Statements’ and division II of
Schedule III of the Companies Act 2013.
Further, for the purpose of clarity, various items are aggregated in the statement of profit and loss and balance sheet. Nonetheless, these items are dis-
aggregated separately in the notes to the Financial Statements, where applicable or required. All the amounts included in the Financial Statements have
been rounded off to the nearest Lakhs upto two decimals, as required by General Instructions for preparation of Financial Statements in Division II of
Schedule III to the Companies Act, 2013, except per share data and unless stated otherwise.
The Restated Financial Information of the Company have been prepared to comply in all material respects with the Indian Accounting Standards (""Ind
AS"") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended, presentation requirements of Division II of Schedule III
to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements and other relevant provisions of the Act."
The Restated Financial Information have been compiled by the Management from:
A. The audited Ind AS Financial Information of the Company as at and for the year ended March 31, 2025 prepared in accordance with Ind AS notified
under section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and
Companies (Indian Accounting Standards) Amendment Rules, 2016 issued and March 31, 2024 (“Audited Financial Statements”) and March 31, 2023
(“Audited Financial Statements”), which have been approved by the Board of Directors at their meeting held on September 13, 2025 and September
05, 2024 and September 05, 2023 respectively.
B. The audited special purpose Ind AS Financial Information of the Company as at and for the year ended March 31, 2025 (“Special Purpose Ind AS
Financial Statements”) prepared in accordance with Ind AS notified under section 133 of the Companies Act, 2013 read together with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued,
which have been approved by the Board of Directors at their meeting held on September 18, 2025.
For the purpose of the Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2025, the transition date is
considered as April 01, 2022 which is different from the transition date adopted by the Company at the time of first time transition to Ind AS ( i.e. April
01, 2023) for the purpose of Statutory Ind AS Financial Statements as required under Companies Act, 2013 , as amended. Accordingly, the Company
has applied the accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as on April 01, 2022 for
these Special Purpose Ind AS Financial Statements, as initially adopted on transition date i.e. April 01, 2022.
314As such, the financial statements for the year ended March 31, 2025 are Special Purpose Ind AS Financial Statements of the Company prepared
considering the accounting principles stated in Ind AS, as adopted by the Company and described in subsequent paragraphs. These Special Purpose Ind
AS Financial Statements have been prepared for preparation of Restated Financial Information for inclusion in Draft Red Herring Prospectus (the
“DRHP”) in relation to the proposed listing of equity shares of the Company by way of IPO, to be filed by the Company with the Securities and
Exchange Board of India, and the concerned Stock Exchanges.
As such, these Special Purpose Ind AS Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated
Financial Information and are also not financial statements prepared pursuant to any requirements under section 129 of the Companies Act, 2013, as
amended. Further, since the statutory date of transition to Ind AS is April 01, 2023, and these Special Purpose Ind AS Financial Statements have been
prepared considering a transition date April 01, 2022, the closing balances of items included in the Balance Sheet as at March 31, 2023 may be different
from the balances considered on the statutory date of transition to Ind AS on April 01, 2023, due to such early application of Ind AS principles with
effect from April 01, 2022 as compared to the date of statutory transition.
The Restated Financial Information has been compiled by the Company from the Audited Financial Statements and Special Purpose Ind AS Financial
Information of the Company and:
a. have been made after incorporating adjustments for the changes in accounting policies, if any, retrospectively irrespective financial years to reflect
the same accounting treatment as per changed accounting policies for all the reporting periods;
b. have been made after incorporating adjustments for the material amounts in the respective financial years to which they relate;
c. adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings
as per financial statements of the Company as at and for the year ended March 31, 2025 prepared under Ind AS and the requirements of the SEBI
Regulations, and
d. the resultant tax impact on above adjustments has been appropriately adjusted in deferred taxes in the respective years to which they relate.
The Restated Financial Information have been approved by the Board of Directors on September 18, 2025
Functional and Presentation Currency
All amounts in the standalone restated financial statements and notes thereon have been presented in Indian Rupees (Rs.) (which is also the functional
currency) and rounded off to the nearest Lakhs with two decimals, unless otherwise stated.
1.3 Use of Estimates
The preparation of the financial statements, requires management to make estimates, judgments and assumptions. These estimates, judgments and
assumptions affect the application of accounting policies and the reported amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements and reported amounts of revenues and expenses during the year. Actual results could differ from those
estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changes
in estimates are reflected in the financial statements in the year in which changes are made and, if material, their effects are disclosed in the notes to the
financial statements.
Areas involving critical estimates and Judgements are:
- Estimation of useful lives of property, plant and equipment and intangible assets (refer note 1.4, 1.5, 2, 3)
- Estimation of current tax expenses (refer note 1.11)
- Estimation of employee defined benefit obligations (refer note 1.9)
- Estimation of discount rate for lease liabilities (refer note 1.8)
- Estimation of impairment of financial instruments (refer note 1.10)
MATERIAL ACCOUNTING POLICIES
1.4 Property, Plant and Equipment
Property, Plant and Equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost
of replacing part of plant and equipment and borrowing cost for long-term construction projects. The cost of an item of property, plant and equipment
comprises its purchase price, including import duties and non refundable purchase taxes, after deducting trade discounts and rebates any costs directly
attributable to bringing the asset to the location and condition necessary for it to be ready for use in the manner intended by management
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately.
The company depreciates property, plant and equipment over their estimated useful lives on straight line basis. The useful lives for these assets is in
compliance with the useful lives as indicated under Part C of Schedule II of the Companies Act, 2013 except in case of computers and class of vehicles
based on technical assessment.The estimated useful lives of assets are as follows:
- Plant and machinery : 15 years
- Office equipments : 5 years
- Furniture and fixtures : 10 years
- Computers : 4 years (As per Schedule II the life is 3 years)
315- Vehicles : 8 years (As per Schedule II for Motor cycles/scooters the life is 10 years)
Advance paid towards the acquisition of property, plant and equipment outstanding at each reporting date is classified as capital advances under other
non-current assets and the cost of assets not ready for use are disclosed under 'Capital work in progress. Subsequent costs are included in the carrying
amount of assets or recognized as separate assets, as appropriate, only when it is probable that future economic benefits associated with them will flow
to the company and the cost of the item can be measured reliably and it is expected to be used for more than one year.
An item of Property, plant or equipment is derecognized upon disposal or when no future economic benefits are expected from the continued use of
assets. Any gain or loss arising on the disposal of an item of property plant and equipment is recognized in profit and loss.
The useful lives and residual values of company's assets are determined by management at the time the asset is acquired and reviewed periodically,
including at each financial year end.
1.5 Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less
any accumulated amortization and accumulated impairment losses. Internally generated intangibles, excluding capitalized development costs, are not
capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. Intangible assets (Software) are
amortized over the estimated period of benefit or contractual terms as applicable.
Software are amortized on straight line on the estimated life over which the future economic benefits will flow. Software are amortized over a period
of 6 years.
1.6 Inventories
Inventories are measured as under:
1. Raw Material, components, stores and consumables are measured at lower of cost and net realizable value in case finished goods measured at lower
than its cost. The inventory is measured on first in first out basis.
2. Spare parts are measured at lower of cost and net realizable value.
3. Finished Goods traded are measured at lower of cost and net realizable value. Cost includes CIF Value as per invoice plus direct expenses.
4. Finished Goods — manufactured are measured at lower of cost and net realizable value
5. W.I.P is measured at lower of cost and net realizable value.
6. Scrap are measured at net realizable value.
7. Cost is determined on the basis of first in first out basis in case of spare parts
Custom duty on goods where title has been passed to the Company is included in the value of inventory.
1.7 Revenue recognition
The company follows Ind AS 115 Revenue from Contract with Customer, which prescribed the core principle to recognise revenue. This core principle
is delivered in a five-step model framework:
(a) Identify the contract(s) with a customer.
(b) Identify the performance obligations in the contract.
(c) Determine the transaction price.
(d) Allocate the transaction price to the performance obligations in the contract.
(e) Recognise revenue when (or as) the entity satisfies a performance obligation.
Based on the above principle the company recognise the revenue as follows:
(i) Sale of Product
Revenue from sale of Product/Goods is recognised on point in time basis, when the products are delivered against orders from customers in accordance
with the contract terms, which coincides with the transfer of control and there is certainty of ultimate collection of amount of consideration.
Revenue from sale of goods is net off GST, returns, trade discount, late delivery charges and rebates.
(ii) Rendering of services (Job work)
Revenue is recognized on point in time basis when the job work (service) is completed, and processed goods are returned to the principal.
(iii) Interest income
Interest income is recorded using the effective interest rate (EIR). Interest on deposits has been accrued on the time proportion basis, using the underlying
interest rates.
(iv) Export incentives:
316Export benefits such as Duty drawback and MEIS/RoDTEP Scheme are accounted for on accrual basis. Refer government grant accounting policy 1.17
1.8 Leases
Company as a lessee
The Company's lease assets classes primarily consist of lease for land and building. The company assess whether a contract contains lease, at inception
of the contract. A contract is, or contains a lease, if the contract conveys the right to use of an identified asset for a period of time in exchange of the
consideration. To assess whether the contract conveys right to control the identified asset, the company assess whether:-
i) The contract involves the use of an identified asset.
ii) The company has substantially all the economic benefits from the use of assets through the period of the lease.
iii) The company has right to direct the use of asset.
At the date of the commencement of the lease, the company recognizes a right to use asset (ROU) and a lease liability except for the contracts that have
a non-cancellable period of 12 months or less. The company recognizes the short term lease payments as an operating expense on a straight line basis
over the term of the lease.
Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities include
these options when it is certain that they will be exercised.
Right-of-use assets are depreciated from the commencement date on a straight line basis over the shorter of lease term or useful life of the underlying
asset. Right of use assets are evaluated for recoverability whenever events change and circumstances indicate that their carrying amount may not be
recoverable. For the purpose of impairment testing , the recoverable amount is determined on an individual asset basis unless the asset does not generate
cash flows that are largely independent of those from other assets. In such cases, recoverable amount is determined for the entire cash generating unit
to which the assets belongs.
The Life of Right of use of Leased Land has been considered 99 years.
The lease liability is initially measured at present value of future lease payments. The lease payments are discounted using the interest rate implicit in
the lease or, if not readily determinable , using the incremental borrowing rates in the country of domicile of the leases. Lease liabilities are remeasured
with a corresponding adjustment to the related right to use asset if the company changes its assessment as to whether it will exercise termination or
extension.
No lease contracts of the Company are exposed to a) variable lease payments and b) residual value guarantees
Lease liability and ROU asset have been separately presented in the balance sheet and the payments have been classified as financing cash flows.
1.9 Employee benefits expenses
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s gratuity scheme is a defined benefit
plan and in accordance with Payment of Gratuity Act, 1972. As per the plan, employee is entitled to get 15 days of basic salary for each completed year
of service with a condition of minimum tenure of 5 years The calculation of defined benefit obligations is performed annually by a qualified actuary
using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present
value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan.
To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Defined benefit obligation
(DBO) is based on a number of critical underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future
salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the
effect of the asset ceiling (if any, excluding interest), are recognized immediately in OCI and aggregated with retained earnings. The Company
determines net interest on the net defined benefit liability (asset) by multiplying the net defined benefit liability (asset) by the discount rate.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on
curtailment is recognised immediately in profit or loss.
Defined contribution plan:
Company’s contributions paid/payable during the year to Provident Fund, Superannuation Fund and Employee state insurance are recognized in profit
or loss.
Compensated absence :
Liability for compensated absence is provided based on actuarial valuation carried by an independent valuer based on accumulated leave credit
outstanding to employees as on the date of balance sheet.
1.10 Financial instruments
(a) Initial recognition
The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial
assets and liabilities are recognised at fair value on initial recognition, except for trade receivables which are initially measured at transaction price.
317Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through
profit or loss, are adjusted from the fair value of financial asset or financial liabilities on initial recognition. Regular way purchase and sale of financial
assets are accounted for at trade date.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in profit or loss.
(b) Subsequent measurement
(i) Financial assets at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect
contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding. Advances, security deposits, rental deposits, cash and cash equivalents etc. are classified for
measurement at amortised cost.
(ii) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
(iii) Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing within one
year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
(c) Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial
asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognised from the
Company's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
(d) Impairment
The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit
or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other
financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk
from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust
the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss in profit or loss.
When determining whether credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit
losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both
quantitative and qualitative information and analysis, including on historical experience and forward looking information.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
The Company considers 90 days past due(DPD) as definition of default.
1.11 Taxation
Income tax expense represents the sum of the current tax payable and deferred tax. The current tax is based on taxable profit for the year, which is
determined pursuant to Income Tax Act, 1961.Current and deferred tax are recognized in profit or loss, except when they relate to items that are
recognized in other comprehensive income, in which case, the current tax and deferred tax are also recognized in other comprehensive income. The
Company was eligible for income tax under section 115BAB and has opted for Income tax under the section and the tax rate applicable to the company
is 17.16%
The company has exercised the option to be taxed under Section 115BAB of the Income Tax Act, 1961. Accordingly, the company is subject to a
concessional tax rate as prescribed under this section. The option, once exercised, is irrevocable for subsequent assessment years. The company has
filed the prescribed Form 10-ID within the stipulated time as required under the Income Tax Rules, 1962
Deferred tax liability is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the
corresponding tax base used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences.
Deferred tax assets are generally recognized for all deductible temporary difference to the extent that it is probable that taxable profits will be available
against which those deductible temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered. Unrecognized deferred tax assets are reassessed at the end of
each reporting year and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is
realized, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
1.12 Cash and Cash equivalents
Cash and Cash equivalents in the balance sheet comprise cash at bank and on hand and short-term deposits with an original maturity of three months
or less, which are subject to an insignificant risk of changes in value.
Bank deposits having maturity more than 12 months have been classified as other bank balances.
3181.13 Provisions, Contingent Liabilities & Contingent Assets
Provisions are recognized when the company has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow
of economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. Where the time value
of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation. All provisions are reviewed at each
reporting date and adjusted to reflect the current best estimate.
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed
as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed
by the occurrence or non-occurrence of one or more future uncertain events not wholly within the control of the company, are also disclosed as contingent
liabilities unless the probability of outflow of economic benefits is remote. Contingent Assets are not recognized in the financial statements.
Where an inflow of economic benefits is probable, company discloses brief description of the nature of the contingent assets at the end of the reporting
period, and, where practicable, an estimate of their financial effect.
1.14 Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting attributable taxes)
by the weighted-average number of equity shares outstanding during the year. The weighted-average number of equity shares outstanding during the
year is adjusted for events including a bonus issue.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted-average
number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
1.15 Foreign Currency Transaction
Items included in financial statements of the Company are measured using the currency of the primary economic environment in which the Company
operates (‘the functional currency’). The financial statements are presented in Indian rupee (INR).
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies at year end exchange rates are recognized in profit or loss.
1.16 Statement of cash flows
Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Indian Accounting Standard (Ind AS 7) - Statement of Cash Flow.
Cash flows from operating activities are reported using the indirect method where by the profit after tax is adjusted for the effect of the transactions of
a non-cash nature, any deferrals or accruals of past and future operating cash receipts or payments and items of income or expenses associated with
investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated.
1.17 Government Grant
Government grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and that
the grant will be received.
The Company receives Interest Subsidy, duty drawback and advance authorization benefit which have been recognized as government grant. All the
grants have been assessed to be related to income.
Government grants like Interest Subsidy are determined and recognised in the profit or loss over the period in proportionate to the interest cost incurred
this has been netted from the interest expenses incurred on the borrowings taken by the company. The receivable amount of the subsidy has been
disclosed as Interest Subsidy Receivable aggregated with Other Current Assets line item in balance sheet.
Government grants related to export incentive such as duty drawback and Rodtep have been shown as income in the profit or loss under other operating
revenue.
Further, in case of advance authorization license the grant has conditions for the receipt of grant that has not been satisfied, the company presents
unfulfilled commitment as Liability for Advance Authorization aggregated with other current liabilities line item in balance sheet and the income is
recognized in the year of fullfilment of the obligation/conditions of the grant.
1.18 Borrowing Costs
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences
arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized as a
part of Cost of that assets, during the period till all the activities necessary to prepare the Qualifying assets for its intended use or sale are complete
during the period of time that is required to complete and prepare the assets for its intended use or sale. Qualifying assets are assets that necessarily take
a substantial period of time to get ready for their intended use or sale.
Other borrowing costs are recognized as an expense in the period in which they are incurred.
1.19 Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) of the
Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Company.
319The Board of directors of the Company has been identified as the Chief Operating Decision Maker which reviews and assesses the financial performance
and makes the strategic decisions.
1.20 Impairment of Non-Financial Assets
The company assesses at each reporting date as to whether there is any indication that any Property, Plant and Equipment, Goodwill and Other Intangible
Assets or company of assets, called Cash Generating Units (CGU) may be impaired. If any such indication exists, the recoverable amount of an asset
or CGU is estimated to determine the extent of impairment, if any. When it is not possible to estimate the recoverable amount of an individual asset,
the Company estimates the recoverable amount of the CGU to which the asset belongs.
An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is higher of an asset’s fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows,
discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the
assets.
The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. Impairment
losses, on assets other than goodwill are reversed in the Statement of Profit and Loss only to the extent that the asset’s carrying amount does not exceed
the carrying amount that would have been determined if no impairment
1.21 Current vs Non-Current Classification
The company presents assets and liabilities in the Balance Sheet based on Current / Non-Current classification.
An asset is treated as Current when it is –
- Expected to be realised or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realised within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as Non-Current.
A liability is treated as Current when –
- It is expected to be settled in normal operating cycle;
- It is held primarily for the purpose of trading;
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The company classifies all other liabilities as Non-Current.
Deferred Tax Assets and Liabilities are classified as Non-Current Assets and Liabilities
1.22 Events After the Reporting Period
Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such
events is adjusted within the Financial Statements. Otherwise, events after the Balance Sheet date of material size or nature are only disclosed.
1.23 Related Party Disclosures
Related parties are identified and disclosed in accordance with Ind AS 24 – Related Party Disclosures. Transactions with related parties are entered into
in the ordinary course of business and at arm’s length. Related parties include directors, KMPs, their relatives, and entities over which they exercise
control or significant influence.
1.24 Fair Value Measurement
The Company measures financial instruments at fair value in accordance with the accounting policies mentioned above. Fair value is the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair
value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
All assets and liabilities for which fair value is measured or disclosed in the Financial Statements are categorized within the fair value hierarchy that
categorizes into three levels, described as follows, the inputs to valuation techniques used to measure value. The fair value hierarchy gives the highest
priority to quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3
inputs).
Level 1 — quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
320Level 3 — inputs that are unobservable for the asset or liability.
For assets and liabilities that are recognized in the Financial Statements at fair value on a recurring basis, the Company determines whether transfers
have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period and discloses the same
1.25 Business combinations
Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair
value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the company, liabilities incurred by the company to
the former owners of the acquiree and the equity interests issued by the company in exchange for control of the acquiree. For this purpose, the liabilities
assumed include contingent liabilities representing present obligation and they are measured at their acquisition date fair values irrespective of the fact
that outflow of resources embodying economic benefits is not probable. Acquisition-related costs are recognised in Statement of Profit and Loss as
incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date, except that:
• deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with Ind
AS 12 Income Taxes and Ind AS 19 Employee Benefits respectively;
• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the company
entered into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the
acquisition date; and
• assets (or disposal companys) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued
Operations are measured in accordance with that Standard.
When the company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non controlling interests in the acquiree, and the fair
value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets
acquired and the liabilities assumed.
In case of business combinations involving entities under common control:
The above policy does not apply. Business combinations involving entities under common control are accounted for using the pooling of interests
method. The net assets of the transferor entity or business are accounted at their carrying amounts on the date of the acquisition subject to necessary
adjustments required to harmonise accounting policies. Any excess or shortfall of the consideration paid over the share capital of transferor entity or
business is recognised as capital reserve under equity.
1.26 Standards issued but not effective
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards)
Rules as issued from time to time.
MCA has notified IND AS 117, Insurance Contracts vide notification no. G.S.R 492(E) dated 12/08/2024 subject to further notification by IRDAI. The
said notification and consequential amendments to other standards are not expected to have material impact on the financial statements.
MCA has notified amendments to Ind AS 21, The Effects of Changes in Foreign Exchange Rates, wherein it has added guidance on determining
exchange rate in circumstances of lack of exchangeability of foreign currency into functional currency or vice versa. All the foreign currencies in which
the company transacts are exchangeable to functional currency and vice versa through normal exchange mechanism, the said guidance has no impact
on the company.
321APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
As at 31 March 2025
Gross Carrying Value Depreciation Net Carrying Value
As at Additions Transfers Deletion As at As at Additions Transfers Deletion As at As at As at
Particulars 1 April during during s during 31 1 April during during s during 31 31 March 2025 31 March 2024
2024 the year the year the year March 2024 the year the year the year March
2025 2025
Property, plant and
equipment
Plant and Equipment*
2,915.30 145.12 66.20 - 3,126.63 102.35 194.24 9.18 - 305.77 2,820.87 2,812.95
Furniture and Fixtures
1.65 - - 1.65 0.10 0.16 - 0.26 1.39 1.55
Vehicles
90.20 9.40 (66.20) - 33.39 10.50 3.59 (9.18) - 4.91 28.49 79.70
Office equipment
1.48 8.39 - 9.87 0.19 1.18 - 1.37 8.50 1.29
Computers
19.86 - - 19.86 3.58 4.72 8.29 11.57 16.28
Total Property, plant
and equipment 3,028.49 162.91 - - 3,191.40 116.72 203.88 - - 320.60 2,870.80 2,911.77
322As at 31 March 2024
Gross Carrying Value Depreciation Net Carrying Value
As at Additions Deletions As at As at Additions Deletions As at As at As at
Particulars
1 April during the during 31 March 1 April during during 31 March 31 March 01st April
2023 year the year 2024 2023 the year the year 2024 2024 2023
Property, plant and equipment
Plant and Equipment*
652.02 2,263.28 - 2,915.30 17.90 84.45 - 102.35 2,812.95 634.12
Furniture and Fixtures
0.63 1.02 - 1.65 0.02 0.08 - 0.10 1.55 0.61
Vehicles
55.12 35.08 - 90.20 2.25 8.24 - 10.50 79.70 52.86
Office equipment
- 1.48 - 1.48 - 0.19 - 0.19 1.29 -
Computers
9.40 10.46 - 19.86 0.79 2.78 - 3.58 16.28 8.61
- -
Total Property, plant and equipment
717.17 2,311.32 - 3,028.49 20.97 95.75 - 116.72 2,911.77 696.20
As at 31 March 2023
Gross Carrying Value Depreciation Net Carrying Value
As at Additions Deletions As at As at Additions Deletions As at As at As at
Particulars
1 April during the during 31 March 1 April during during 31 March 31 March 01st April
2022 year the year 2023 2022 the year the year 2023 2023 2022
Property, plant and equipment
Plant and Equipment*
- 652.02 - 652.02 - 17.90 - 17.90 634.12 -
Furniture and Fixtures
- 0.63 - 0.63 - 0.02 - 0.02 0.61 -
Vehicles
- 55.12 - 55.12 - 2.25 - 2.25 52.86 -
Office equipment
- - - - - - - - - -
Computers
- 9.40 - 9.40 - 0.79 - 0.79 8.61 -
Total Property, plant and equipment
- 717.17 - 717.17 - 20.97 - 20.97 696.20 -
*Refer Note no. 18 for PPE given as collateral
against borrowings
3233 Other Intangible assets
Particulars Gross Carrying Value Amortization Net Carrying Value
As at Additions Deletions As at As at Additions Deletions As at As at As at
1 April during the during the 31 March 1 April during during the 31 March 31 March 31 March
2024 year year 2025 2024 the year year 2025 2025 2024
Intangible assets
Software
1.10 - - 1.10 0.21 0.17 - 0.38 0.72 0.89
Total Intangible assets
1.10 - - 1.10 0.21 0.17 - 0.38 0.72 0.89
Particulars Gross Carrying Value Amortization Net Carrying Value
As at Additions Deletions As at As at Additions Deletions As at As at As at
1 April during the during the 31 March 1 April during during the 31 March 31 March 01st April
2023 year year 2024 2023 the year year 2024 2024 2023
Intangible assets
Software
1.10 - - 1.10 0.03 0.17 - 0.21 0.89 1.07
Total Intangible assets
1.10 - - 1.10 0.03 0.17 - 0.21 0.89 1.07
Particulars Gross Carrying Value Amortization Net Carrying Value
As at Additions Deletions As at As at Additions Deletions As at As at As at
1 April during the during the 31 March 1 April during during the 31 March 31 March 01st April
2022 year year 2023 2022 the year year 2023 2023 2022
Intangible assets
324Software
- 1.10 - 1.10 - 0.03 - 0.03 1.07 -
Total Intangible assets (B)
- 1.10 - 1.10 - 0.03 - 0.03 1.07 -
325APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
4 Right of use assets
Particulars Leasehold Land Buildings Total
Gross carrying value
Balance at April 01, 2022 - - -
Additions - 45.53 45.53
Disposals - - -
As at March 31, 2023 - 45.53 45.53
Balance at April 01, 2023
- 45.53 45.53
Adjustment for difference in transition date between special purpose and general purpose financial
statements (9.52) (9.52)
Balance at April 01, 2023 as per general purpose financial statements - 36.01 36.01
Additions - 777.37 777.37
Disposals - (36.01) (36.01)
As at March 31, 2024 - 777.37 777.37
Additions 400.85 - 400.85
Disposals - - -
As at March 31, 2025 400.85 777.37 1,178.22
Accumulated depreciation
Balance at April 01, 2022 - - -
Charge for the year - 10.41 10.41
Disposals - - -
Adjustment due to lease derecognition during the year - - -
As at March 31, 2023 - 10.41 10.41
326Balance at April 01, 2023 - 10.41 10.41
Adjustment for difference in transition date between special purpose and general purpose financial
statements - (10.41) -10.41
Balance at April 01, 2023 as per general purpose financial statements - - -
Charge for the year - 266.67 266.67
Disposals - - -
Adjustment due to lease derecognition during the year - - -
As at March 31, 2024 - 266.67 266.67
Charge for the year 4.05 266.67 270.72
Disposals - - -
Adjustment due to lease derecognition during the year - - -
As at March 31, 2025 4.05 533.35 537.40
Net carrying value*
As at April 01, 2022 - - -
As at March 31, 2023 - 35.12 35.12
As at March 31, 2024 - 510.70 510.70
As at March 31, 2025 396.80 244.03 640.82
Refer Note No. 43 for related party transaction
The following are the amounts recognised in profit or loss:
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars
Interest on lease liabilities 44.62 65.17 2.62
Depreciation of right-of-use assets 270.72 266.67 10.41
Interest Income on Security deposit (11.17) (10.27) (0.14)
Impact on the profit or loss for the year 304.17 321.57 12.89
The following is the movement in lease liabilities during the year:
327For the year ended For the year ended For the year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Opening Balance 512.56 37.14 -
Adjustment for difference in transition date between special purpose and general purpose financial statements
- 1.50 -
Balance at April 01, 2023 as per general purpose financial statements 512.56 35.64 -
Additions - 744.79 44.88
Derecognition of lease liabilities - (35.50) -
Lease rentals paid (302.60) (297.54) -10.36
Accretion of interest 44.62 65.17 2.62
Closing balance 254.58 512.56 37.14
The following is the break-up of current and non-current lease liabilities:
As at As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023 April 1,2022
Non current lease liabilities - 234.10 18.94 -
Current lease liabilities 254.58 278.47 18.19 -
Closing balance 254.58 512.56 37.14 -
As at As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023 April 1,2022
Maturity Analysis of contractual undiscounted cash flows
Less than one year 275.00 302.60 18.00 -
One to five years - 275.00 22.50 -
More than five years - - - -
275.00 577.60 40.50 -
T otal undiscounted Lease Liability
Note:
The company has lease contracts for rent of Factory Building used in its operations. Leases of Building generally have lease term of 2 year 9 months. The company has also certain leases with lease term of 12 months or less or low value
leases.
The company has bought land along with building at Survey No. 131B, 132 & 132p1 village shampara (Khodiyar), Bhavnagar, Gujarat measuring 60500 sqmt. on date 23/06/2025 for Rs. 800.46 lakhs. The amount outstanding for the said
land along with building disclosed as ROU and lease liability as on 31st March 2025 is Rs. 244.03 lakhs and Rs.254.58 lakhs respectively. (Refer Note No. 43 and 45(b)).
328APPL CONTAINERS LIMITED
(Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
NOTE-5
INVESTMENTS(NON-CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Investment Measured at Fair Value Through
Profit and Loss (FVTPL)
(a) Investment in Equity Instruments of Others
(Unquoted)
Madhur Iron Steel India Ltd (Equity Shares of
- -
Rs.10/- each fully paid up) * 250.00
Total - -
250.00
*T he Investment in unlisted equity shares of Madhur Iron Steel India d were purchased as per fair valuation report of valuer as on 15/12/2024, the company is of view that there is no major change in the fair valuation of these equity
shares. The allotment of these shares were made in February 2025.Hence, the shares are carried at the investment value considering the same as fair value as on 31/03/2025.
Details of Investments
Name of Entity No of Shares/Units 31 March 2025 No of Shares 31 March 2024
Unquoted Equity Shares of Rs.10/- each fully
paid-up 1,25,000 250.00 - -
Madhur Iron Steel India Ltd,
Details of Investments
Name of Entity No of Shares/Units 31st March 2023 No of Shares 01st April 2022
Unquoted Equity Shares of Rs.10/- each fully paid up
Nil - - - -
329NOTE-6
OTHER FINANCIAL ASSETS (NON-CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Measured at Amortized Cost
Security Deposit 177.49 164.51 39.30
Total 177.49 39.30
164.51
330NOTE - 7
OTHER NON CURRENT ASSETS
Particulars AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Capital Advances* 5.96 - -
Total 5.96 - -
*Refer Note no. 37 for capital commitments
NOTE - 8
INVENTORIES
Particulars AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Raw materials 462.68 - -
Finished goods 107.92 - -
Scrap 8.43 - -
Total 579.03 - -
NOTE - 9
INVESTMENTS (CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
(a) Investment in Mutual Funds (Unquoted)
ICICI Prudential Emerging Leaders Fund-II 448.74 - -
Total 448.74 - -
Details of Investments
Name of Entity 31
No. of
March No of Shares 31 March 2024
Shares/Units
2025
Mutual Fund - -
ICICI Prudential Emerging Leaders Fund-II 5,05,028 448.74
Details of Investments
Name of Entity 31
No. of
March No of Shares 01 April 2022
Shares/Units
2023
Mutual Fund - - - -
Nil
NOTE - 10
TRADE RECEIVABLE
Particulars AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Undisputed Trade receivables – considered good
Trade Receivables from others 0.01 - -
Trade Receivables from Related parties (Refer note no. 43) 358.19 156.91 209.90
331Undisputed – credit impaired - - -
Disputed – considered good - - -
Disputed – credit impaired - - -
- - -
Unbilled Receivable
Sub Total 358.20 156.91 209.90
Less: Impairment Allowance - - -
Total 358.20 156.91 209.90
Trade Receivables ageing schedule
Particulars AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
(i) Undisputed Trade receivables- Considered good
Not due - - -
Less than 6 month 358.20 156.91 209.90
6 Months-1 year - - -
1-2 years - - -
2-3 years - - -
More than 3 years - - -
Total 358.20 156.91 209.90
NOTE - 11
CASH AND CASH EQUIVALENTS
Cash and Bank Balances
Cash in hand 91.99 12.99 4.37
Balances with banks in current accounts 15.14 67.09 0.15
Sub Total 107.13 80.08 4.52
NOTE - 12
LOANS (CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
At amortised cost
Unsecured, considered good
Loan to Related Party (Refer Note no. 43) - 207.66 -
Loans to Others 2,486.69 781.02 -
Interest Accured 18.30 10.49 -
Sub-Total 2,505.00 999.16 -
Less: Impairment allowance (Expected Credit loss on Loans & Advances) - - -
332Total 2,505.00 999.16 -
NOTE - 13
OTHER FINANCIAL ASSETS (CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
At amortised cost
Unsecured:
Advance to Employees 0.62 0.85 -
Earnest Money Deposit for short term 36.91 - -
Interest Accrued on security deposit 2.29 2.24 0.74
Sub-Total 39.82 3.08 0.74
NOTE - 14
CURRENT TAX ASSETS
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Advance Tax (Net of Provision of Income Tax) 11.39 94.03 -
Total 11.39 94.03 -
NOTE - 15
OTHER CURRENT ASSETS
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Advance to Suppliers 121.72 27.08 39.43
Balances with Government Authorities 9.58 12.86 50.04
Prepaid Expenses 2.15 14.81 1.13
Interest Subsidy Receivable 98.92 54.53 9.58
Total 232.37 109.28 100.17
333APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
16 Share capital
a. Authorised share capital (All amounts are in INR lakhs, unless otherwise stated)
Particulars As at As at As at
31-Mar-25 31 March 2024 31 March 2023
Equity Shares
2500000 Equity Shares, of Rs. 10 each 250.00 250.00 250.00
(31.03.2024 -25,00,000) Equity Shares
(31.03.2023 -25,00,000) Equity Shares
(01.04.2022 -150,000) Equity Shares
250.00 250.00 250.00
Equity Shares
b. Issued, subscribed and fully paid up shares
Particulars As at As at As at
31-Mar-25 31 March 2024 31 March 2023
Equity Shares paid up
Equity Shares, of Rs. 10 each 250.00 250.00 250.00
250.00 250.00 250.00
i) Reconciliation of the equity shares outstanding at the beginning and end of the reporting year
As at As at As at
Particulars 31-Mar-25 31 March 2024 31 March 2023
No. of shares Amount No. of shares Amount No. of shares Amount
At the beginning of the year 25,00,000 250.00 25,00,000 250.00 1,50,000 15.00
Add: Issue during the year - - - - 23,50,000 235.00
Outstanding at the end of the year 25,00,000 250.00 25,00,000 250.00 25,00,000 250.00
ii) Terms and rights attached to equity shares
The Company has only one class of Equity Shares having a par value of Rs. 10 per share. Each holder of Equity Shares is entitled to one vote per share and ranks pari passu.
The Dividend proposed by the Board of Directors is subject to approval of the shareholders at the ensuing Annual General Meeting. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
iii) Equity shares held by the holding company/entity having significant influence
As at As at As at
Particulars 31-Mar-25 31 March 2024 31 March 2023
No. of shares Amount No. of shares Amount No. of shares Amount
--------------------------------NIL-------------------------------
334IV) DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% OF THE EQUITY SHARES IN THE COMPANY
As at As at As at
31-Mar-25 31 March 2024 31 March 2023
Particulars
% holding in the % holding in the % holding in
No. of shares No. of shares No. of shares
class class the class
Equity Shares of INR 10 each fully
paid
Bhakti Hasmukhbhai Viradiya 2,50,000 10.00% 2,50,000 10.00% 2,50,000 10.00%
Ektaben Vaibhavbhai Viradiya 2,50,000 10.00% 2,50,000 10.00% 2,50,000 10.00%
Hasmukhbhai Meghjibhai Viradiya 2,50,000 10.00% 2,50,000 10.00% 3,75,000 15.00%
Ishani Hasmukhbhai Viradiya 2,50,000 10.00% 2,50,000 10.00% 2,50,000 10.00%
Manishaben Viradiya 2,50,000 10.00% 2,50,000 10.00% 3,75,000 15.00%
Saritaben Viradiya 2,50,000 10.00% 2,50,000 10.00% 2,50,000 10.00%
Tejasbhai Vallabhbhai Viradiya 2,50,000 10.00% 2,50,000 10.00% 2,50,000 10.00%
Vaibhav Vallabhbhai Viradiya 2,50,000 10.00% 2,50,000 10.00% 2,50,000 10.00%
Vallabhbhai Meghjibhai Viradiya 2,50,000 10.00% 2,50,000 10.00% 2,50,000 10.00%
Tirthraj Hasmukhbhai Viradiya 2,50,000 10.00% 2,50,000 10.00% - 0.00%
V) SHAREHOLDING OF PROMOTERS ARE DISCLOSED AS BELOW:
AS AT MARCH 31, 2025
% Change during the
Promoter Name Class of Shares No. of Shares % of total shares
year
Bhakti Hasmukhbhai Viradiya Equity Shares 2,50,000 10% 0%
Ektaben Vaibhavbhai Viradiya Equity Shares 2,50,000 10% 0%
Hasmukhbhai Meghjibhai Viradiya Equity Shares 2,50,000 10% 0%
Ishani Hasmukhbhai Viradiya Equity Shares 2,50,000 10% 0%
Manishaben Viradiya Equity Shares 2,50,000 10% 0%
Saritaben Viradiya Equity Shares 2,50,000 10% 0%
Tejasbhai Vallabhbhai Viradiya Equity Shares 2,50,000 10% 0%
Vaibhav Vallabhbhai Viradiya Equity Shares 2,50,000 10% 0%
Vallabhbhai Meghjibhai Viradiya Equity Shares 2,50,000 10% 0%
Tirthraj Hasmukhbhai Viradiya Equity Shares 2,50,000 10% 0%
- 25,00,000 -
335AS AT MARCH 31, 2024
% Change during the
Promoter Name Class of Shares No. of Shares % of total shares
year
Bhakti Hasmukhbhai Viradiya Equity Shares 2,50,000 10% 0%
Ektaben Vaibhavbhai Viradiya Equity Shares 2,50,000 10% 0%
Hasmukhbhai Meghjibhai Viradiya Equity Shares 2,50,000 10% -33%
Ishani Hasmukhbhai Viradiya Equity Shares 2,50,000 10% 0%
Manishaben Viradiya Equity Shares 2,50,000 10% -33%
Saritaben Viradiya Equity Shares 2,50,000 10% 0%
Tejasbhai Vallabhbhai Viradiya Equity Shares 2,50,000 10% 0%
Vaibhav Vallabhbhai Viradiya Equity Shares 2,50,000 10% 0%
Vallabhbhai Meghjibhai Viradiya Equity Shares 2,50,000 10% 0%
Tirthraj Hasmukhbhai Viradiya Equity Shares 2,50,000 10% 100%
25,00,000
AS AT MARCH 31, 2023
% Change during the
Promoter Name Class of Shares No. of Shares % of total shares
year
Bhakti Hasmukhbhai Viradiya Equity Shares 2,50,000 10% 0%
Ektaben Vaibhavbhai Viradiya Equity Shares 2,50,000 10% 0%
Hasmukhbhai Meghjibhai Viradiya Equity Shares 3,75,000 15% 0%
Ishani Hasmukhbhai Viradiya Equity Shares 2,50,000 10% 0%
Manishaben Viradiya Equity Shares 3,75,000 15% 0%
Saritaben Viradiya Equity Shares 2,50,000 10% 0%
Tejasbhai Vallabhbhai Viradiya Equity Shares 2,50,000 10% 0%
Vaibhav Vallabhbhai Viradiya Equity Shares 2,50,000 10% 0%
Vallabhbhai Meghjibhai Viradiya Equity Shares 2,50,000 10% 0%
25,00,000
17. OTHER EQUITY
As at As at As at
Particulars 31st March 2025 31st March 2024 31st March 2023
Retained earnings
At the commencement of the year 1,949.12 207.92 -0.42
Adjustment for difference in transition date between special
- 2.43 -
purpose and general purpose financial statements
Balance at April 01, 2023 as per general purpose financial
1,949.12 210.35
statements
Net profit for the year 3,282.54 1,738.77 208.34
Other Comprehensive Income 1.88 - -
At the end of the year 5,233.54 1,949.12 207.92
336APPL CONTAINERS LIMITED (FORMERLY APPL CONTAINERS PRIVATE LIMITED)
" (CIN: U28129GJ2021PLC126531) "
NOTES TO RESTATED FINANCIAL INFORMATION
(ALL AMOUNTS ARE IN INR LAKHS, UNLESS OTHERWISE STATED)
NOTE - 18
BORROWINGS (NON-CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Secured
Term Loans From Banks:
HDFC Bank 1,964.67 2,024.49 525.01
Less: Current Maturities* 381.38 294.37 95.73
Total 1,583.28 1,730.12 429.28
*REFER NOTE NO. 22
Particulars of Long term Borrowings
Sanction Amount and Sanction Type of Interest & Rate of Monthly No of Monthly
Name of Lender/Type of Loan
Date Interest Installments Installment
550.00 lakhs
Hdfc Bank Loan-86920440 Floating , 8.53% 11.39 60.00
November 2022
1650.00 lakhs
Hdfc Bank Loan-89035982 Floating, 8.53% 26.35 84.00
November 2023
250.00 lakhs
HDFC Bank - Solar loan Floating, 8.55% 5.16 60.00
August 2024
Primary security: plant and machinery
"collateral security:
1) Self occupied residential property situated at plot no. 576/b, vadva r.s. no. 258, city survey no. 5684, sanad no. 5684, vijayrajnagar, opp. Milk
dairy, city survey ward no. 7, adarsh co. Operative housing society, near jewels circle - 364001.
2) Commercial property at plot no. 50pp chitra desai nagar petrol pump - 364001 3) industrial property plot no. A & b, survey no. 131, khodiya, dist
bhavnagar known as aawadkrupa moje: shampara (khodiyar) 364060 nr. Indian oil petrol pump
Personal Guarantee: 1) Saritaben Viradiya 2) Ishani Hasmukhbhai Viradiya 3) Ektaben Vaibhavbhai Viradiya 4) Tejasbhai Vallabhbhai Viradiya 5) Bhakti
Hasmukhbhai Viradiya 6) Vallabhbhai Meghjibhai Viradiya 7) Manishaben Viradiya 8) Vaibhav Vallabhbhai Viradiya 9) Hasmukhbhai Meghjibhai Viradiya.
(refer note 42)
Corporate guarantee: 1) aawadkrupa plastomech pvt. Ltd. For equivalent to sanction amount. (refer note no. 43)
337NOTE - 19
LEASE LIABLITIES (NON-CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Lease Liability* - 234.10 18.94
Total - 234.10 18.94
LEASE LIABLITIES (CURRENT)
Lease Liability* 254.58 278.47 18.19
Total 254.58 278.47 18.19
*REFER NOTE NO. 4 FOR CONTRACTUAL MATURITIES AND NOTE NO. 43 FOR RELATED PARTY TRANSACTIONS.
NOTE - 20
PROVISIONS
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Employee Benefits
Gratuity* 16.80 9.00 -
Compensated Absences** 1.96 2.24 -
Total 18.77 11.24 -
*Refer note no. 32.1 (a)
**refer note no. 32.1 (b)
338NOTE - 21
DEFERRED TAX ASSET/LIABLITIES (NET)
Recognised in other
As at Recognised in As at
Particulars comprehensive
April 1, 2024 profit or loss March 31, 2025
income
DEFERRED TAX ASSETS
- (9.65) - (9.65)
Advance License Liability
(3.83) 1.92 - (1.91)
Fair Valuation of Security Deposit
(87.51) 43.82 - (43.69)
Lease Liability
- (0.11) - (0.11)
Expenses provided but allowable in Income tax on Payment basis
- (8.79) (8.79)
Fair Valuation of Investment
(1.94) (1.73) 0.39 (3.28)
Provision for Employee benefits
(93.28) 25.46 0.39 (67.43)
Sub Total
- -
- -
DEFERRED TAX LIABILITIES
87.64 (46.46) - 41.18
Right of Use Assets (Leases)
62.81 44.66 - 107.47
Difference between net book value and written down value of property,
plant and equipments as per Income-tax Act, 1961
3.11 (0.47) - 2.64
Processing Fees
153.56 (2.27) - 151.29
Sub Total
60.28 23.19 0.39 83.86
Net Deferred Tax Liability
Adjustment for
difference in transition
Recognised in other As at
As at date between special Recognised in
Particulars comprehensive March 31,
April 1, 2023 purpose and general profit or loss
income 2024
purpose financial
statements
DEFERRED TAX ASSETS
Fair Valuation of Security Deposit (0.09) - (3.74) - (3.83)
Lease Liability (5.90) (0.19) (81.42) - (87.51)
Provision for Employee benefits - - (1.94) (1.94)
Sub Total (5.99) (0.19) (87.10) - (93.28)
-
DEFERRED TAX LIABILITIES 0.15 -
Right of Use Assets (Leases) 6.03 0.15 81.46 - 87.64
Difference between net book value and written down
value of property, plant and equipments as per Income- 21.77 - 41.04 - 62.81
tax Act, 1961
Processing Fees - - 3.11 - 3.11
339Sub Total 27.80 0.15 125.61 - 153.56
21.81 (0.04) 38.51 - 60.28
Net Deferred Tax Liability
As at Recognised in profit Recognised in other As at
Particulars
April 1, 2022 or loss comprehensive income March 31, 2023
DEFERRED TAX ASSETS
- -0.09 - -0.09
Fair Valuation of Security Deposit
- -5.90 - -5.90
Lease Liability
- - - -
Provisions
- -5.99 - -5.99
Sub Total
DEFERRED TAX LIABILITIES
- 6.03 - 6.03
Right of Use Assets (Leases)
Difference between net book value and written down - 21.77 - 21.77
value of property, plant and equipments as per Income-
tax Act, 1961
- 27.80 - 27.80
Sub Total
- - -
- 21.81 - 21.81
Net Deferred Tax Liability
NOTE - 22
BORROWINGS (CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Secured Loans
Current maturities of long-term debt 381.38 294.37 95.73
Interest Accrued 13.36 10.38 3.72
Total 394.74 304.75 99.44
NOTE - 23
TRADE PAYABLES (CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Undisputed
Total outstanding dues of micro enterprises and small enterprises* 42.93 44.87 -
340Total outstanding dues other than micro enterprises and small enterprises 18.49 31.95 15.97
Disputed
Total outstanding dues of micro enterprises and small enterprises* - - -
Total outstanding dues other than micro enterprises and small enterprises - - -
Unbilled Dues - - -
Total 61.42 76.82 15.97
Break up of Trade Payables
Trade payables to related parties - - -
Trade payables to Others 61.42 76.82 15.97
Total 61.42 76.82 15.97
*REFER NOTE NO. 51
TRADE PAYABLES AGEING SCHEDULE
Particulars 31st March 2025 31st March 2024 31st March 2023
Undisputed
(i) Total outstanding dues of micro enterprises and small enterprises
Not due - - -
Less than 1 year 42.93 44.87 -
1-2 years - - -
2-3 Years - - -
More than 3 Years - - -
Total 42.93 44.87 -
(ii) Total outstanding dues other than micro enterprises and small enterprises
Not due - - -
Less than 1 year 18.49 31.95 15.97
1-2 years - - -
2-3 Years - - -
More than 3 Years - - -
Total 18.49 31.95 15.97
Disputed
(iii) Total outstanding dues of micro enterprises and small enterprises
Not due - - -
Less than 1 year - - -
1-2 years - - -
2-3 Years - - -
More than 3 Years - - -
Total - - -
(iv) Total outstanding dues other than micro enterprises and small enterprises
Not due - - -
341Less than 1 year - - -
1-2 years - - -
2-3 Years - - -
More than 3 Years - - -
Total - - -
NOTE - 24
OTHER FINANCIAL LIABILITIES (CURRENT)
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Employees Payable 9.18 18.29 -
Other payables 5.84 6.52 1.90
Payable related to Capital Goods 3.39 103.17 14.42
Total 18.40 127.97 16.31
NOTE - 25
OTHER CURRENT LIABLITIES
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Statutory dues payable 159.08 7.49 0.43
Advance from customers 113.21 - -
Liability for Advance Authorization* 56.23 - -
Total 328.51 7.49 0.43
*As on 31st March 2025 the company has outstanding commitment for export of 250 containers to be completed on or before 19th April 2026. The same shall be
recognized as grant income on fulfillment of the outstanding commitment.
NOTE - 26
PROVISIONS
PARTICULARS AS AT AS AT AS AT
31st March 2025 31st March 2024 31st March 2023
Employees Benefits
Gratuity* 0.04 0.02 -
Compensated Absences** 0.32 0.03 -
Total 0.36 0.06 -
*Refer note no. 32.1 (a)
**refer note no. 32.1 (b)
342NOTE - 27
CURRENT TAX LIABILITIES (NET)
Income Tax Provision - 8.72
Total - - 8.72
APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
FOR THE FOR THE FOR THE
PARTICULARS YEAR ENDED YEAR ENDED YEAR ENDED
31st March 2025 31st March 2024 31st March 2023
NOTE - 28
REVENUE FROM OPERATIONS
Sale of products 947.36 22.10 -
Sale of services (Job Work Charges)* 5,953.99 4,017.34 452.84
Other operating revenues 1.21 - -
Total 6,902.56 4,039.44 452.84
*Refer Note no. 43 for related party transactions
Revenue from contracts with customers 6,902.29 4,039.44 452.84
Disclosure on revenue pursuant to IND AS 115 - Revenue from Contracts with Customers
(A) Reconciliation of revenue from sale of products/services with the
contracted price
Contracted Price** 8,575.58 5,530.37 472.05
Less: Liquidated damages (1,673.29) (1,490.93) (19.21)
Revenue from Sale of Product/Services 6,902.29 4,039.44 452.84
**Contracted Price related to Related Party 7,627.28 5,508.27 472.05
Recovery from customers on account of transportation and other services allied to sales of Rs. 1.52 lakhs in 2024-25 are netted of in respective expenses.
NOTE - 29
OTHER INCOME
Interest Income* 120.59 13.68 1.48
Interest Income on Security Deposit 11.17 10.27 0.14
Insurance Claim Received 13.99 - -
Other Income 0.35 4.86 -
Total 146.10 28.81 1.62
*Refer Note no. 43 for related party amount.
NOTE - 30
COST OF MATERIAL CONSUMED
Raw Material Consumed
Opening stock - - -
Purchases 1,446.37 150.01 18.15
Less: Closing stock 462.68 - -
Total 983.68 150.01 18.15
343Stores & Spares consumed
Opening stock - - -
Purchases 137.39 107.30 0.55
Less: Closing stock - - -
Total 137.39 107.30 0.55
Total 1,121.07 257.31 18.71
NOTE - 31
CHANGE IN INVENTORIES OF WORK IN PROGRESS AND
FINISHED GOODS
Opening Inventories
Finished Goods - - -
Scrap - - -
Less: Closing Inventories
Finished Goods 107.92 - -
Scrap 8.43 - -
Total (116.35) - -
NOTE - 32
EMPLOYEE BENEFIT EXPENSES
Salaries, Wages, Bonus and Allowances 189.68 245.05 14.43
Contribution to Funds - - -
Managerial Remuneration 51.60 51.60 -
Staff Welfare Expenses 1.68 - -
Leave Encashment Expense 0.01 2.28 -
Gratuity Expenses 10.08 9.02 -
Total 253.06 307.95 14.43
APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
FOR THE FOR THE
FOR THE
YEAR ENDED YEAR ENDED
PARTICULARS YEAR ENDED
31ST MARCH 31ST MARCH
31st March 2025
2024 2023
NOTE - 33
FINANCE COST
Interest Expenses
-Loan from Banks* 128.28 36.31 6.86
-Income Tax 6.41 3.48 1.65
-Others 0.19 0.03 -
Finance charges on lease 44.62 65.17 2.62
Total 179.50 104.98 11.13
*Net of Subsidy 41.37 41.93 9.58
NOTE - 34
DEPRECIATION AND AMORTIZATION EXPENSES
344Property, Plant & equipment 203.88 95.75 20.97
Intangible assets 0.17 0.17 0.03
Right of use Assets (Leases) 270.72 266.67 10.41
Total 474.78 362.59 31.42
NOTE - 35
OTHER EXPENSES
Contractor Charges 909.32 788.76 72.67
Crane Exp 1.13 0.84 0.02
Electricity Expense* 59.25 89.52 44.21
Factory License Fees Expenses 0.29 - -
Job Work Expenses 3.45 - 1.47
Factory Exp - - 0.54
Advertisement 4.53 0.05 0.78
Commission - 17.80 -
Freight Outward 5.91 1.00 -
Insurance 1.70 0.42 -
Professional fees 25.60 3.41 4.99
Rent 9.45 - -
4.69 10.98 0.00
Repairs others
- 0.30 -
Rates and taxes
35.99 3.00 -
Exhibition Charges
0.17 0.00 -
Packing Expense
1.00 1.25 -
Sponsorship Expense
0.11 0.21 0.02
Telephone expenses
3.86 1.23 -
Travelling Expenses
3.55 2.46 0.60
Auditors' Remuneration
51.23 - -
Fair value loss/(gain) on Investment through profit & loss
23.20 - -
CSR Expense (Refer Note No. 48)
Bank Charges 3.59 1.62 5.11
17.83 17.93 1.00
Miscellaneous expenses
4.79 - -
Finance Brokerage
1,170.63 940.79 131.41
Total
*The company has installed solar power plant in March 2024 which has resulted in significant saving in expenses.
1.Auditors' Remuneration Includes:
Statutory Audit Fees
2.20 1.10 0.35
1.05 0.80 0.25
Tax Audit Fees
0.30 0.56 -
for other services
Total 3.55 2.46 0.60
345APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
FOR THE FOR THE FOR THE
PARTICULARS YEAR ENDED YEAR ENDED YEAR ENDED
31St March 2025 31St March 2024 31St March 2023
NOTE - 36
INCOME TAX
The major components of income tax expense
Profit or loss section
Current income tax:
Current income tax charge for the year 660.24 316.10 17.21
Adjustments in respect of current income tax of previous years 0.00 1.24 -
660.24 317.34 17.21
Deferred tax:
Deferred tax for the year 23.19 38.51 21.81
23.19 38.51 21.81
Income tax expense reported in the profit or loss 683.43 355.85 39.02
Tax on Other Comprehensive Income
Tax related to items that will not be reclassified to Profit & Loss 0.39 - -
Income tax charged to OCI 0.39 - -
Reconciliation between average effective tax rate and applicable tax rate for the year ended
Accounting profit before income tax 3,965.97 2,094.63 247.36
At India’s statutory income tax rate of 17.16% 680.56 359.44 42.45
Effect of non-deductible expenses, exempt income and others 2.87 (4.83) (3.43)
Effect of prior year re-assessments 0.00 1.24 -
Income tax expense reported in the profit or loss 683.43 355.85 39.02
NOTE - 37
COMMITMENTS AND CONTINGENCIES
31st March 2025 31st March 2024 31st March 2023 01st April 2022
Pending Capital Contract
Nil Nil Nil Nil
Nil Nil Nil Nil
Contingent Liabilities
NOTE - 38
EARNINGS PER SHARE
Particulars
31st March 2025 31st March 2024 31st March 2023
3,282.54 1,738.77 208.34
a) Profit for the year
25,00,000.00 25,00,000.00 1,50,000.00
Shares outstanding at the beginning of the year
- - 23,50,000.00
Shares issued during the year
25,00,000.00 25,00,000.00 25,00,000.00
Shares outstanding at the end of the year
34625,00,000.00 25,00,000.00 12,63,835.62
b) Weighted average number of equity shares outstanding during the year (Nos)
1,00,00,000.00 1,00,00,000.00 50,55,342.47
Adjustment for bonus shares issued (Note No. 55)
1,25,00,000.00 1,25,00,000.00 63,19,178.08
Total Number of Shares for Calculation of EPS
- - -
c) Potential equity shares -for Diluted EPS
25,00,000.00 25,00,000.00 12,63,835.62
d) Weighted average no. of equity shares for Dilutive EPS
1,00,00,000.00 1,00,00,000.00 50,55,342.47
Adjustment for bonus shares issued (Note No. 55)
1,25,00,000.00 1,25,00,000.00 63,19,178.08
Total Number of Shares for Calculation of EPS
Nominal value of equity share (Rs.)
10.00 10.00 10.00
e) Earnings per share (in Rs.):
26.26 13.91 3.30
Basic earning per share (Rs.)
26.26 13.91 3.30
Diluted earning per share (Rs.)
347APPL CONTAINERS LIMITED (FORMERLY APPL CONTAINERS PRIVATE LIMITED)
"(CIN: U28129GJ2021PLC126531)"
NOTES TO RESTATED FINANCIAL INFORMATION
(ALL AMOUNTS ARE IN INR LAKHS, UNLESS OTHERWISE STATED)
32.1 Employee benefits
A. Defined benefit plans
Gratuity
The gratuity plan is governed by the payment of gratuity act, 1972. Under the act, employees who have completed five years of service are entitled to specific
benefit. The level of benefit provided depends on the member's length of service and salary retirement age. The employee is entitled to a benefit equivalent to
15 days salary last drawn for each completed year of service. The same is payable on termination of service or retirement or death whichever is earlier.
The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected
unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately
to build up the final obligation. The obligations are measured at the present value of the estimated future cash flows. The discount rate used for determining
the present value of the obligation under defined benefit plans is based on the market yields on government bonds as at the date of actuarial valuation. Actuarial
gains and losses (net of tax) are recognised immediately in the other comprehensive income (oci).
This is an unfunded benefit plan for qualifying employees. This scheme provides for a lump sum payment to vested employees at retirement, death while in
employment or on termination of employment. Vesting occurs upon completion of five years of service.
The above defined benefit plan exposes the company to following risks:
Salary inflation risk:
Actual salary increases will increase the plan’s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.
Discount rate risk:
Reduction in discount rate in subsequent valuations can increase the plan’s liability.
Mortality & disability risk:
Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.
Withdrawals risk:
Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan’s liability.
The following table sets out the status of the defined benefit plan as required under ind as 19 - employee benefits:
I. Reconciliation of present value of defined benefit obligation
As at As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Defined benefit liability at the beginning of the year 9.02 - - -
Interest cost 0.65 - - -
Current service cost 9.43 9.02 - -
Benefits paid - - - -
Remeasurement loss recognised in other comprehensive
(2.27) - - -
income
Balance at the end of the year 16.84 9.02 - -
ii. The following is the break-up of current and non-current gratuity:
As at As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023 April 1, 2022
Non current gratuity 16.80 9.00 - -
Current gratui ty 0.04 0.02 - -
16.84 9.02 - -
348iii. Amount recognized in profi t or loss
Particulars
For the year ended For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2022
Interest cost 0.65 - - -
Current service cost 9.43 9.02 - -
10.08 9.02 - -
iv. Bifurcation of Actuarial (loss)/g ain on obligations:
Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Description
Actuarial loss/(gain) on arising from change in financial assumption 0.87 0.06 -
Actuarial loss on arising from experience adjustment (3.13) (0.06) -
Actuarial loss for the year on defined benefit obligation (2.27) - -
v. Actuarial assumptions
The pr incipal assumptions used in determining gra tuity obligations fo r the Company’s plan is shown below:
Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Discount rate (per annum) 6.80% 7.20%
Withdrawal Rate 2.35% p.a. at all ages 2.35% p.a. at all ages
Future salary growth rate (per annum) 10.00% 10.00%
Retirement age (years) 58 58
Mortality rates
100% of IALM (2012 - 100% of IALM
14) (2012 - 14)
vi. Sensitivity analysis on defined benefit obligation on account of change in significant assumption:
For the year ended For the year ended For the year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Discount rate
Impact on defined benefit obligation due to 0.5% increase in discount rate (15.76) (8.41) -
Impact on defined benefit obligation due to 0.5% decrease in discoun t rate 18.02 9.57 -
Salary growth rate
Impact on defined benefit obligation due to 0.5% increase in salary growth rate 17.46 9.24 -
Impact on defined benefit obligation due to 0.5% decrease in salary g rowth rate (16.17) (8.72) -
Withdrawal rate
Impact on defined benefit obligation due to 10% increase in withdrawal rate 16.80 9.02 -
I mpact on defined benefit obligation due to 10% d ecrease in withdraw al rate (16.86) (8.98) -
The sensitivity analysis above have been determined based on method that extrapolates the impact on defined benefit obligation as a result of reasonable change in key assumptions
occurring at the end of the reporting date.
349vii. Expected maturity analysis
Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Within 1 year 0.04 0.02 -
Between 1 and 5 years 1.32 0.58 -
Over 5 years 13.18 5.51 -
Total expected payments 14.54 6.11 -
viii. Weighted average duration of the defined benefit plan:
Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Weighted average duration of the defined benefit plan (in years) 13.84 13.45 -
b. Other long-term employee benefits
Leave encashment
Provision for leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC) method.
Liability with respect to the leave encashment is determined based on an actuarial valuation done by an independent actuary at the year end and is charged to Statement of Profit and
Loss.
Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognized immediately in the Other Comprehensive Income
as income or expense.
Other disclosures required under IND AS 19 “Em ployee benefits” are given below:
i. Reco nciliation of present value of obligation
As at As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023 April 01, 2022
Description
Defined benefit liability at the beginning of the year 2.28 - - -
Interest cost 0.16 - - -
Current service cost 4.18 2.28 - -
Benefits paid - - - -
Remeasurement loss (4.33) - - -
Defined benefit liability at the end of the year 2.29 2.28 - -
ii. The following is the break-up of current and non-current projected benefit obligation:
As at As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023 April 01, 2022
Description
Non current 1.96 2.24 - -
Current 0.32 0.03 - -
Total projected benefit obligation at the end of year 2.29 2.28 - -
iii. Am ount recognized in profit or loss
Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March, 31, 2024 March, 31, 2023
Description
350Interest cost 0.16 - -
Current service cost 4.18 2.28 -
Remeasurement loss -4.33 - -
Total cost 0.01 2.28 -
iv. Bif urcation of Actuarial (loss)/gain on obliga tions:
Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March, 31, 2024 March, 31, 2023
Description
Actuarial loss/(gain) on arising from change in financial
0.18 - -
assumption
Actuarial loss/(gain) on arising from experience adjustment (4.51) - -
Actuarial loss for the year on defined benefit obligation (4.33) - -
v. Act uarial assumptions
The pr incipal assumptions used in determining lea ve benefit obligatio ns for the company's plan is sh own below:
Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March, 31, 2024 March, 31, 2023
Discount rate (per annum) 6.80% 7.20% -
Future salary growth rate (per annum) 10.00% 10.00% -
Retirement age (years) 58 58 -
Mortality rates
100% of IALM (2012 - 100% of IALM
-
14) (2012 - 14)
v. Sensitivity analysis on defined benefit obligation on account of change in significant assumption:
Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March, 31, 2024 March, 31, 2023
Discount rate
Impact on defined benefit obligation due to 0.5% increase in discount rate (2.07) -
(2.05)
Impact on defined benefit obligation due to 0.5% decrease in discount rate 2.54 2.53 -
Salary growth rate
Impact on defined benefit obligation due to 0.5% increase in salary growth rate 2.53 2.52 -
Impact on defined benefit obligation due to 0.5% decrease in salary growth rate (2.07) -
(2.06)
Withdrawal rate
Impact on defined benefit obligation due to 10% increase in withdrawal rate 2.25 2.24 -
Impact on defined benefit obligation due to 10% decrease in withdrawal rate (2.33) -
(2.31)
The sensitivity analysis above have been determined based on method that extrapolates the impact on defined benefit obligation as a result of reasonable change in key assumptions
occurring at the end of the reporting date.
vi. Exp ected maturity analysis
351Particulars
For the year ended For the year ended For the year ended
March 31, 2025 March, 31, 2024 March, 31, 2023
Within 1 year 0.03 0.03 -
Between 1 and 5 years 0.16 0.16 -
Over 5 years 0.33 0.29 -
Total expected payments 0.52 0.49 -
352APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
39 Fair Value Measurements
39.1 Financial Instruments by Category (Rs. In Lakh)
31st March 2025
FVTPL FVTOCI Amortised Cost Carrying Value
Financial assets
Trade Receivables - - 358.20 358.20
Cash and cash equivalents - - 107.13 107.13
Bank Balances Other than above - -
Loans - - 2,505.00 2,505.00
Investments 698.74 - - 698.74
Other Financial assets - - 217.30 217.30
698.74 - 3,187.63 3,886.37
Financial liabilities
Borrowings 1,978.02 1,978.02
(I)Trade Payables -
i) dues of micro enterprises and small enterprises - - 42.93 42.93
ii) dues of creditors other than micro enterprises and small enterprises - - 18.49 18.49
Other financial liabilities - - 18.40 18.40
Total - - 2,057.85 2,057.85
31st March 2024
FVTPL FVTOCI Amortised Cost Carrying Value
Financial assets
- - 156.91 156.91
Trade Receivables
- - 80.08 80.08
Cash and cash equivalents
Bank Balances Other than above - -
- - 999.16 999.16
Loans
- -
Investments - -
- - 167.59 167.59
Other Financial assets
- - 1,403.75 1,403.75
Financial liabilities
Borrowings 2,034.87 2,034.87
(I)Trade Payables
i) dues of micro enterprises and small enterprises - - 44.87 44.87
ii) dues of creditors other than micro enterprises and small enterprises - - 31.95 31.95
Other financial liabilities - - 127.97 127.97
Total - - 2,239.67 2,239.67
35331st March 2023
Carrying
FVTPL FVTOCI Amortised Cost
Value
Financial assets
Trade Receivables - - 209.90 209.90
Cash and cash equivalents - - 4.52 4.52
Bank Balances Other than above - -
Loans - - - -
Investments - - 0.74 0.74
Other Financial assets - - 39.30 39.30
- - 254.46 254.46
Financial liabilities
Borrowings
528.73 528.73
(I)Trade Payables
i) dues of micro enterprises and small enterprises
- - - -
ii) dues of creditors other than micro enterprises and small
enterprises - - 15.97 15.97
Other financial liabilities
- - 16.31 16.31
Total
- - 561.01 561.01
FVTPL refers Fair Value through profit and loss
FVTOCI refers Fair Value through other comprehensive income
The management considers that the carrying amount of financial assets and financial liabilities carried as amortised cost is a reasonable approximation
of fair value.
39.2 Fair Value Hierarchy
(a) This section explains the judgements and estimates made in determining the fair values of the financial instruments. To provide an indication
about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed
under the accounting standard.
Financial assets and liabilities measured at fair value (Rs. In Lakh)
31st March 2025
Level 1 Level 2 Level 3 Total
Financial assets
Investments
Mutual Fund Units (FVTPL) 448.74 - - 448.74
Equity Shares (FVTPL) - - 250.00 250.00
Financial liabilities
Borrowings - 1,978.02 - 1,978.02
Total 448.74 1,978.02 250.00 2,676.77
31st March 2024
Level 1 Level 2 Level 3 Total
Financial assets
Investments -
Mutual Fund Units (FVTPL) - - - -
354Equity Shares (FVTPL) - -
Financial liabilities
Borrowings - 2,034.87 - 2,034.87
Total - 2,034.87 - 2,034.87
31st March 2023
Level 1 Level 2 Level 3 Total
Financial assets
Investments -
Mutual Fund Units (FVTPL) - - - -
Equity Shares (FVTPL) - -
Preference Shares (FVTPL) - -
Debts Securities (FVTPL) - - - -
Financial liabilities
Borrowings - 528.73 - 528.73
Total - 528.73 - 528.73
Short term Loans/Advance, Trade and other receivables / payables
Receivables / payables typically have a remaining life of less than one year and receivables are adjusted for impairment losses. Therefore, the carrying
amounts for these assets and liabilities are deemed to approximate their fair values, as the allowance for estimated irrecoverable amounts is considered
a reasonable estimate of the discount required to reflect the impact of credit risk.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded debts securities
and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing
price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the
use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted
equity securities.
Reconciliation of Fair Value Level 3 Assets
Particulars 31st March 2025 31st March 2024 31st March 2023
Opening Balance - - -
Additions 250.00 - -
Changes in fair value - - -
Closing Balance 250.00 - -
There are no transfers between level 1 and level 2 financial assets during the year
(b) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
All of the resulting fair value estimates are included in level 2 or level 3, where the fair values have been determined based on present values and the
discount rates used were adjusted for counterparty or own credit risk.
The Company gets the valuations performed from an independent valuer, required for financial reporting purposes for level 3 fair values.
The main level 3 inputs for unlisted shares used by the Company are derived and evaluated as follows:
- Risk adjusted discount rates are estimated based on expected cash inflows arising from the instrument and the entity’s knowledge of the business and
how the current economic environment is likely to impact it.
355(c) Fair Value Estimations
Estimated fair value disclosures of financial instruments are made in accordance with the requirements of Ind AS 107 “Financial Instruments:
Disclosure”.
As no readily available market exists for a large part of the Company’s financial instruments, judgment is necessary in arriving at fair value, based on
current economic conditions and specific risks attributable to the instrument. The estimates presented herein are not necessarily indicative of the amounts
the Company could realize in a market exchange from the sale of its full holdings of a particular instrument.
The following summarizes the major methods and assumptions used in estimating the fair values of financial instruments.
Interest-bearing borrowings
Fair value is calculated based on discounted expected future principal and interest cash flows. The carrying amount of the Company’s loans due after
one year is also considered as reasonable estimate of their fair values as the nominal interest rates on the loans due after one year are variable and
considered to be a reasonable approximation of the fair market rate with reference to loans with similar credit risk level and maturity period at the
reporting date.
40 Financial Risk Management
(a) Risk Management Framework
In the ordinary course of business, the Company is exposed to a variety of financial risks: foreign currency risk, interest rate risk, liquidity risk, price
risk and credit risk.
This note explains the sources of risk which the Company is exposed to and how it manages the risk.
The Company's principal financial assets include trade and other receivables, cash and cash equivalents, and other financial assets that derive directly
from its operations.
(b) Credit Risk
Financial loss to the Company, arising, if a customer or counterparty to a financial instrument fails to meet its contractual obligations principally from
the Company’s receivables from customers and investments in debt securities. The carrying amount of financial assets represents the maximum credit
exposure. The Company monitor credit risk closely both in domestic and export market.
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and
accounts in different banks.
Trade and Other Receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers
the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate. The
Company closely monitors the credit-worthiness of the debtors through internal systems that are configured to define credit limits of customers, thereby,
limiting the credit risk to pre-calculated amounts. The Company assesses increase in credit risk on an ongoing basis for amounts receivable that become
past due.
The Company creates allowances for impairment that represents its expected credit losses in respect of trade and other receivables. The management
uses a simplified approach for the purpose of computation of expected credit loss for trade receivables.
Investments
The company has investments in equity instrument of another entity and in mutual funds. This is subject to price risk and credit risk. Investments are
reviewed for any fair valuation loss on periodically basis and necessary provision/fair valuation adjustments has been made based on the valuation
carried by the management to the extent available sources, the management does not expect any investment counterparty to fail to meet its obligations.
The Carrying value of financial assets represents the maximum credit risk. The maximum exposure to credit risk has been listed below:
Particulars 31st March 2025 31st March 2024 31st March 2023
Trade Receivables 358.20 156.91 209.90
Cash and cash equivalents 107.13 80.08 4.52
Bank Balances Other than above - - -
Loans 2,505.00 999.16 -
Investments 698.74 - 0.74
Other Financial assets 217.30 167.59 39.30
Total 3,886.37 1,403.75 254.46
356(c) Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient
liquidity to meet its liabilities when they are fallen due. The Company’s liquidity position is carefully monitored and managed. The Company has in
place a detailed budgeting and cash forecasting process to help ensure that it has adequate cash available to meet its liquidity requirement.
The following table provides details of the remaining contractual maturity of the Company’s financial Liabilities. It has been drawn up based on the
undiscounted cash flows and the earliest date on which the Company can be required to pay. The table includes only principal cash flows.
Carrying Contractual cash flows
Amounts 31st
More than
March 2025 Total 0 to 1 years 1 to 2 years 2 to 5 years
5 years
Non-derivative Financial Liabilities
Borrowings 1,978.02 1,993.13 381.38 398.97 1,019.47 193.30
Lease Liabilities 254.58 275.00 275.00 - -
(I)Trade Payables
i) dues of micro enterprises and small
42.93 42.93 42.93 - - -
enterprises
ii) dues of creditors other than micro
18.49 18.49 18.49 - - -
enterprises and small enterprises
Other financial liabilities 18.40 18.40 18.40 -
Total Non-derivative Liabilities 2,312.43 2,347.96 736.21 398.97 1,019.47 193.30
(Rs. In Lakh)
Carrying Contractual cash flows
Amounts 31st
More than
March 2024 Total 0 to 1 years 1 to 2 years 2 to 5 years
5 years
Non-derivative Financial Liabilities
2,034.87 2,053.00 304.75 335.59 948.54 464.11
Borrowings
512.56 577.60 302.60 275.00 - -
Lease Liabilities
(I)Trade Payables
i) dues of micro enterprises and small
44.87 44.87 44.87 - - -
enterprises
ii) dues of creditors other than micro
31.95 31.95 31.95 - - -
enterprises and small enterprises
127.97 127.97 127.97 - - -
Other financial liabilities
2,752.23 2,835.40 812.15 610.59 948.54 464.11
Total Non-derivative Liabilities
(Rs. In Lakh)
Carrying Contractual cash flows
Amounts 31st
1 to 2 More than
March 2023 Total 0 to 1 years 2 to 5 years
years 5 years
Non-derivative Financial
Liabilities
Borrowings 528.73 528.73 98.48 104.92 325.33 -
Lease Liabilities 37.14 40.50 18.00 22.50 - -
-
(I)Trade Payables
-
i) dues of micro enterprises and small - - - - -
enterprises
ii) dues of creditors other than micro 15.97 15.97 15.97 - - -
enterprises and small enterprises
Other financial liabilities 16.31 16.31 16.31 - - -
Total Non-derivative Liabilities 598.15 601.51 148.76 127.42 325.33 -
357Financing Arrangements
The Company has adequate short term finance arrangements to meet requirements of day to day operations.
(d) Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices
mainly comprise three types of risk: currency rate risk, interest rate risk and other price risks. Foreign currency risk is the risk that the fair value or
future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair value or
future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This is based on the financial assets and financial
liabilities held as at the reporting date. The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimizing the return.
Currency Risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD and Euro. Foreign
exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company’s
functional currency (Rupees).
The Company's exposure in foreign currency at the end of reporting period:
As at March 31, 2025
Particulars Amount in EURO (lakhs) Amount in USD (lakhs) Amount in INR lakhs
Trade Receivable - - -
Trade payable - - -
Advances to Vendors - 1.29 110.20
- 1.29 110.20
As at March 31, 2024
Particulars Amount in EURO (lakhs) Amount in USD (lakhs) Amount in INR lakhs
Trade Receivable - - -
Trade payable 0.04 - 3.44
0.04 - 3.44
As at March 31, 2023
Particulars Amount in EURO (lakhs) Amount in USD (lakhs) Amount in INR lakhs
Trade Receivable - - -
Trade payable - - -
- - -
Sensitivity Analysis
A reasonably possible strengthening (weakening) of the INR, as indicated below, against the USD at March 31 would have increased (decreased) equity
and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores
any impact of forecasted sales and purchases.
Impact on Profit/(loss) before tax Impact on Profit/(loss) before tax Impact on Profit/(loss) before tax
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Strengthening Weakening Strengthening Weakening Strengthening Weakening
USD- 10%
11.02 -11.02 0.00 0.00 0.00 0.00
Movement
EURO - 10%
0.00 0.00 0.34 -0.34 0.00 0.00
Movement
358Interest Rate Risk
Presently the Company does not have any interest rate risk. Currently the Company's borrowings are within acceptable risk levels, as determined by
the management.
As per management borrowing cost of the company has actually reduced based on the cibil rating and performance of the company and there will no
material impact.
Exposure to interest rate risk
Below is the overall exposure of the Company to interest rate risk:
As at As at As at
Particulars
March 31, 2025 March 31, 2024 'March 31, 2023
Fixed Rate borrowings - -
Variable Rate borrowings 1,978.02 2,034.87 209.90
Interest rate sensitivity :
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected. With
all other variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings, as follows:
As at As at As at
March 31, 2025 March 31, 2024 'March 31, 2023
Movement Increase/decrease in basis points
Effect on profit before tax Effect on profit before tax Effect on profit before tax
INR lacs INR lacs INR lacs
Increase by 50 (9.89) (10.17) (1.05)
Decrease by -50 9.89 10.17
c) Commodity Price Risk
The Company is affected by the price volatility of its key raw materials for production of key finished goods i.e. metal . Prices of key raw materials and
finished goods fluctuates is in line with changes in prices of corten steel. The price of corten steel have fluctuations of around 5%.
As at As at As at
March 31, 2025 March 31, 2024 'March 31, 2023
Movement Increase/decrease in basis points
Effect on profit before tax Effect on profit before tax Effect on profit before tax
INR lacs INR lacs INR lacs
Increase by 5% 28.95 - -
Decrease by -5% (28.95) -
41 Capital management
The Board’s policy maintains a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the
business. The Board of Directors monitor the return on capital employed as well as the level of dividend to shareholders.
For the purpose of the Company's capital management, capital includes issued equity capital general reserves attributable to the equity holders. The
primary objective of the Company's capital management is to maximise the shareholder value.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt,
interest bearing loans and borrowings, , less cash and cash equivalents.
As at As at As at As at
Particulars March 31, 2025 March 31, 2024 March 31, 2023 April 01, 2022
Borrowings 1,978.02 2,034.87 528.73 -
Lease liability 254.58 512.56 37.14 -
Less: Cash and cash equivalents (107.13) (80.08) (4.52) (0.28)
Net Debt (A) 2,125.47 2,467.35 561.34 (0.28)
Equity share capital 250.00 250.00 250.00 15.00
Other Equity 5,233.54 1,949.12 207.92 (0.42)
Total Capital 5,483.54 2,199.12 457.92 14.58
Gearing ratio (A/B) 38.76% 112.20% 122.59% (1.95)%
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025, March 31, 2024 and March
31, 2023, April 01, 2022.
359NOTE - 42 FIRST TIME ADOPTION OF IND AS
42.1 Transition to Ind AS
The company has voluntarily adopted Ind AS for ROC purposes from 1 April 2024. The date of transition to Ind AS for these special purpose financial statements is 1 April 2022 basis the SEBI ICDR requirements and accordingly
financial statements have been prepared in accordance with the recognition and measurement principles laid down in the Ind AS, prescribed under Section 133 of the Companies Act 2013 read with the relevant rules issued thereunder.
These are the Company’s first financial statements prepared in accordance with Ind AS. The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31st March 2025, the
comparative information presented for the year ended 31 March 2024, 31 March 2023 and in the preparation of an opening Ind AS balance sheet as at 1st April 2022 (the transition date).
In preparing the opening Ind AS balance sheet as at 1st April 2022, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies
(Accounting Standards) Rules, 2021 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). The impact of transition has been made in the Reserves as at 1st April 2022 in accordance with the Ind AS
101 and the figures of the previous year ended 1st April 2022, 31st March 2023 and 31st March 2024 have been presented/restated after incorporating the applicable Ind AS adjustments and rectification of errors.
An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.
In accordance with the general directions issued by Securities and Exchange Board of India (‘SEBI’) dated 28 October 2021, the transition date considered for the purpose of Special Purpose Ind AS Financial Statements for the years
ended 31 March 2025, 31 March 2024 and 31 March 2023 is 01 April 2022, which is different from the transition date (i.e., 01 April 2023) adopted by the Company for the preparation of first Ind AS compliant financial statements for
the year ended 31 March 2025 under section 129 of the Act, in accordance with the roadmap on transition to Ind AS applicable to companies as announced by the Ministry of Corporate Affairs and specified in Rule 4 of Companies
(Indian Accounting Standards) 2015. Accordingly, the Company has applied the accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as on 01 April 2022 for these Special Purpose
Ind AS financial statements.
42.2 Optional Exemptions Availed
Set out below are the applicable Ind AS 101 optional exemptions, applied in the transition from previous GAAP to Ind AS.
(a) Deemed cost for property, plant and equipment and intangible assets
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its plant & equipment, Investment Property as recognised in the financial statements as at the date of transition to Ind AS, measured as
per the previous GAAP and use that as its deemed cost as at the date of transition. Accordingly, the Company has elected to measure all of its plant and equipment at their previous GAAP carrying value. The Net Block as per
previous GAAP has been considered as the Gross carrying amount on the date of transition to IndAS.
42.3 Exceptions availed
Set out below are the applicable Ind AS 101 mandatory exceptions, applied in the transition from previous GAAP to Ind AS.
(a) Estimates
An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with Previous GAAP (after adjustments to reflect any difference
in accounting policies), unless there is objective evidence that those estimates were in error.
Ind AS estimates as at 1 April 2022 are consistent with the estimates as at the same date made in conformity with Previous GAAP.
(b) Classification and measurement of financial assets and liabilities
Ind AS 101 requires that an entity should assess the classification of its financial assets on the basis of facts and circumstances exist on the date of transition. Accordingly, in its Opening Ind AS Balance Sheet, the company
has classified all the financial assets and liability on basis of facts and circumstances that existed on the date of transition, i.e., April 1, 2022.
42.4 Reconciliations between previous GAAP and Ind AS
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows, from as reported in accordance with previous GAAP. The following tables represent the reconciliations from previous GAAP to Ind AS.
36042.4.01 Reconciliations of Balance Sheet as per previous GAAP and Ind AS *
(All amounts are in INR lakhs, unless otherwise stated)
As at 31st March 2024 As at 31st March 2023
Refer Note in Previous Rectification of Previous Rectification of
Ind AS Ind AS
41.4.04 GAAP Adjustment Error GAAP Adjustment Error
ASSETS
Non- Current Assets
(a) Property, Plant and Equipment 2,911.77 - - 2,911.77 696.20 - - 696.20
(b) Other Intangible Assets 0.89 - - 0.89 1.07 - - 1.07
(c) Right of Use Assets (Leases) (b) - 510.70 - 510.70 - 35.12 - 35.12
(d) Investments - - - - - - - -
(ii) Loans - - - - - - - -
(iii) Other Financial Assets (c) 186.82 (22.31) - 164.51 39.82 (0.52) - 39.30
(e) Other Non-Current Assets - - - - - - - -
Current Assets
(a) Inventories - - - - - - - -
(b) Financial Assets - - - - - - - -
(i) Investments - - - - - - - -
(ii) Trade Receivables 156.91 - - 156.91 209.90 0.00 - 209.90
(iii) Cash and Cash Equivalents 80.08 - - 80.08 4.52 - - 4.52
(iii) Bank Balances other than (ii) above - - - - - - - -
(iv) Loans 999.16 - - 999.16 - - -
(v) Other Financial Assets 3.08 - - 3.08 0.74 - - 0.74
(c) Current Tax Assets (g) 103.39 - (9.36) 94.03 - - - -
(d) Other Current Assets (g) 54.75 - 54.53 109.28 90.60 - 9.58 100.17
Total Assets 4,496.86 488.39 45.17 5,030.42 1,042.85 34.60 9.58 1,087.02
361LIABILITIES AND EQUITY
Equity
(a)Share Capital 250.00 - 250.00 250.00 - 250.00
41.4.02
(b) Other Equity 1,893.07 (0.93) 56.98 1,949.12 202.41 (2.43) 7.94 207.92
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(a)
(i) Borrowings 1,748.25 (18.13) - 1,730.12 429.28 - - 429.28
(b)
(ii) Lease Liabilities - 234.10 - 234.10 - 18.94 - 18.94
(h)
(b) Provisions - - 11.24 11.24 - - - -
(d)
(c) Deferred Tax Liability (Net) 62.81 (2.53) - 60.28 21.77 0.04 - 21.81
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 304.75 - - 304.75 99.44 - - 99.44
(b)
(ii) Lease Liabilities - 278.47 - 278.47 - 18.19 - 18.19
(iii) Trade Payables: - - - - - - - -
Total outstanding dues of micro enterprises and
44.87 - - 44.87 - - - -
small enterprises
Total outstanding dues other than micro enterprises
31.95 - - 31.95 15.97 - - 15.97
and small enterprises
(iv) Other Financial Liabilities 153.67 (2.61) (23.09) 127.97 16.45 (0.14) - 16.31
(b),( i)
(b) Other Current Liabilities 7.49 - - 7.49 0.43 - - 0.43
(c) Provisions
(h)
0.02 0.04 0.06 - - -
(g)
(d) Income Tax Liabilities (Net) - - - - 7.08 - 1.64 8.72
Total Liabilities and Equity 4,496.86 488.39 45.17 5,030.42 1,042.85 34.60 1,087.02
9.58
* The previous GAAP figures have been reclassified/regrouped to conform to Ind AS presentation requirements for the purposes of this note.
36242.4.02 Reconciliations of total comprehensive income for the year ended 31st March, 2024 and 31st March 2023
(All amounts are in INR lakhs, unless otherwise stated)
Particulars For the year ended 31st March, 2024 For the year ended 31st March, 2023
Previous GAAP Adjustment Ind AS Previous GAAP Adjustment Ind AS
Rectification of Rectification of
Error Error
Revenue from (e) 5,530.37 (1,490.93) - 4,039.44 472.05 (19.21) - 452.84
operations (I)
Other Income (II) (b) 22.22 6.59 - 28.81 1.48 0.14 - 1.62
Total Income
(I+II=III) 5,552.58 (1,484.34) - 4,068.25 473.53 (19.07) - 454.46
Expenses
Cost of Material 252.32 4.99 - 257.31 16.59 2.11 - 18.71
Consumed
Change in - - - - - - - -
Inventories of work
in progress and
finished goods
Employee Benefits (h) 296.65 - 11.30 307.95 14.43 - - 14.43
Expenses
Finance Cost (b), 101.04 48.90 (44.95) 104.98 21.55 (0.84) (9.58) 11.13
(f),(g)
Depreciation and (b) 95.92 266.67 - 362.59 21.00 10.41 - 31.42
Amortization
Expenses
Other Expenses 2,761.86 (1,797.98) (23.09) 940.79 158.55 (27.14) - 131.41
(b),(e),(i)
Total Expenses
(IV) 3,507.78 (1,477.41) (56.75) 1,973.62 232.13 (15.45) (9.58) 207.10
Profit / (loss)
before exceptional
2,044.80 (6.92) 56.75 2,094.63 241.40 (3.62) 9.58 247.36
items and tax (III-
IV=V)
Exceptional - - - -
- - - -
items(VI)
Profit/(loss) (6.92) 56.75 (3.62) 9.58
before tax (V - 2,044.80 2,094.63 241.40 247.36
VI=VII )
363Tax Expense(VIII):
(1) Current Tax 311.86 (3.48) 7.71 316.10 17.23 (1.65) 1.64 17.21
(f), (g)
(2) Deferred Tax
41.04 (2.53) - 38.51 21.77 0.04 - 21.81
(d)
(3) Adjustment of
Provision for Tax 1.24 - - 1.24 - - - -
of Earlier Years
Profit/(loss) for 1,690.66 (0.92) 49.03 1,738.77 202.41 (2.01) 7.94 208.34
the period (VII-
VIII=IX)
* The previous GAAP figures have been reclassified/regrouped to conform to Ind AS presentation requirements for the purposes of this note.
364Reconciliation of total equity as at 31 March 2024, 31 March 2023 and 1 April 2022
(All amounts are in INR lakhs, unless otherwise stated)
As at 31st Mar 2024 As at 31st Mar 2023 As at 1st April 2022
Total equity (shareholder’s funds) as per previous GAAP 2,143.07 452.41 15.00
Rectification of Error
CSR expense reversed 23.09 - -
Gratuity expense (9.02) - -
Leave encashment expense (2.28) - -
Interest Subsidy 54.53 9.58 -
Adjustments for
Leases (21.57) - -
Transaction Cost on Borrowings 18.13 - -
Pre operating Expenses - - (0.42)
Tax Impact (6.83) (1.64) -
Related to Right of use asset difference on transition date between special purpose and general purpose financial statement* - (0.89) -
Related to Lease Liability difference on transition date between special purpose and general purpose financial statement* - (1.50) -
Related to Deferred Tax difference on transition date between special purpose and general purpose financial statement* - (0.04) -
Total Equity as per Ind AS 2,199.12 457.92 14.58
*Refer Note No. 54
36542.4.03 Impact of IND AS adoption on the statement of cash flows for the year ended 31 March 2024
(All amounts are in INR lakhs, unless otherwise stated)
Particulars Previous GAAP Rectification of Adjustment IND AS
Error
Cash Inflow/(Outflow) From 1,098.46 999.16 212.23 2,309.86
Operating Activities
Cash Inflow/(Outflow) From (2,446.14) (999.16) 88.75 (3,356.55)
Investing Activities
Cash Inflow/(Outflow) From 1,423.24 - (300.98) 1,122.25
Financing Activities
Net increase/(decrease) in Cash 75.56 - 0.00 75.56
and Cash Equivalents
Cash and Cash Equivalents at 4.52 - - 4.52
beginning of Reporting Period
Cash and Cash Equivalents at 80.08 - (0.00) 80.08
e nd of Repo rting Period
Impact of IND AS adoption on the statement of cash flows for the year ended 31 March 2023
(All amounts are in INR lakhs, unless otherwise stated)
Particulars Previous Rectification of Error Adjustment IND AS
GAAP
Cash Inflow/(Outflow) From
19.42 (14.39) (2.40) 2.62
Operating Activities
Cash Inflow/(Outflow) From
(757.35) 14.39 14.42 (728.54)
Investing Activities
Cash Inflow/(Outflow) From
742.18 - (12.01) 730.16
Financing Activities
Net increase/(decrease) in Cash
4.24 - (0.00) 4.24
a nd Cash Equivalents
Cash and Cash Equivalents at
0.28 - - 0.28
beginning of Reporting Period
Cash and Cash Equivalents at
4.52 - 0.00 4.52
end of Reporting Period
36642.4.04 Explanatory Notes to First Time Adoption are as follows:
(a) Measurement of financial assets and liabilities
The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities, that are not at fair value through profit or loss,
are adjusted from the fair value of financial asset or financial liabilities. The borrowings from bank have been adjusted to reflect the transaction price
by allocating the processing fees of the loan over the term of the borrowing as per Ind AS and the interest is charged on borrowing considering the
effective Interest rate.
(b) Leases
Under Indian GAAP, lessee classified a lease as an operating or a finance lease based on whether or not the lease transferred substantially all risk and
rewards incident to the ownership of an asset. Operating lease were expensed in the profit or loss. Under Ind AS 116, all arrangement that falls under
the definition of lease except those for which short-term lease exemption or low value exemption is applied, the entity will recognise a right-of-use
assets and a lease liability on the lease commencement date.
The Right of use of the building taken on rent has been calculated based on the present value of the lease payments to be made over the lease term and
the difference between the present value of security deposit and the amount of security deposit. Right-of-use assets is amortised over the lease term on
a straight line basis Lease liability is measured at amortised cost at the present value of future lease payments. Further interest is accrued on such lease
liability.
Further, rent payable of Rs. 2.61 lakhs in March 2024 and Rs. 0.14 lakhs in March 2023 has now been shown as lease liability as per IndAS.
(c) Security deposits
Under the Indian GAAP, interest free security deposits given for lease (that are refundable in cash and on completion of its term) are
recorded at their transaction value. The Company has fair valued these financial assets i.e. security deposit given under Ind AS. Difference
between the fair value and transaction value of the security deposit has been recognised as ROU. On the date of transition to Ind AS, the
Company has recognised a right of use asset of with a corresponding decrease in security deposits. Further interest is accrued on such
Security deposit..
(d) Deferred tax as per balance sheet approach:
The various transitional adjustments have deferred tax implications which have been accounted for by the Company. Deferred tax
adjustment have been recognised in relation to the underlying transaction in retained earnings on the date of transition.
(e) Revenue
Revenue in IndAS is being recognized at the transaction price as per the contract net off the trade discount, late delivery charges and rebates.
The late delivery charges were shown as expense in GAAP financials which have been adjusted in the revenue to record revenue as per the
contract.
Late delivery charges of Rs. 1490.93 lakhs in FY 2023-24 and Rs. 19.21 lakhs in FY 2022-23 are netted off in revenue on transition.
(f) Interest on Income tax
Interest related to Income tax of Rs.3.48 lakhs in financial year 2023-24 and Rs. 1.65 lakhs in FY 2022-23 has been regrouped from Current
Tax to Finance Cost as the interest is considered as finance charges.
Rectification of Error
(g) Subsidy Interest:
The Company is eligible for Subsidy on Interest paid on Borrowings taken by the company, the company did not book the interest subsidy
amount on accrual basis in their GAAP financials, hence the interest subsidy amount pertaining to these years have been considered on
transition to IndAS. The Subsidy of Rs.44.95 lakhs has been booked in FY 2023-24 and Rs. 9.58 lakhs has been booked in FY 2022-23.
Further the Tax related to the interest subsidy of Rs. 1.64 lakhs in FY 2022-23 and Rs.7.71 lakhs in FY 2023-24 has also been considered
in current taxes in profit or loss and adjusted in current tax assets in balance sheet.
(h) Gratuity and Leave Encashment Provision:
The Company did not provide for provision for gratuity and leave encashment liability on accrual basis in their GAAP financials, hence the
Company has recognized provision for the these employee defined benefit obligation costs related to its post-employment defined benefit
plan on an actuarial basis as per Ind AS 19. The amount pertaining to these years have been considered on transition to IndAS. The Provision
of Gratuity of Rs. 9.02 lakhs and Leave encashment of Rs. 2.28 lakhs has been considered in FY 2023-24 and Rs. Nil has been considered
in FY 2022-23.
(i) Corporate Social Responsibility Provision:
The Company has made the provision for CSR in financial year 2023-24 which was applicable from financial year 2024-25 in their GAAP
financials. The amount of CSR provision Rs. 23.09 lakhs has been reversed in financial year 2023-24 and considered as expense in financial
year 2024-25 being the year in which CSR is applicable to the company.
367APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
NOTE - 43
RELATED PARTY DISCLOSURE
Following disclosures are made, as per Indian Accounting Standard (IndAS)-24 on “Related Party Disclosure”, as notified by The
Companies (Indian Accounting Standards) Rules 2015 :-
Related parties with whom transactions have taken place during the year
a) List of Related Parties Relationship
Mr. Hasmukhbhai Meghjibhai Viradiya
Mr. Vallabhbhai Meghjibhai Viradiya
Key Management Personnel
Mrs. Manishaben Viradiya
Mr. Vaibhav Vallabhbhai Viradiya
Mrs. Saritaben Viradiya
Ms. Ishani Hasmukhbhai Viradiya
Mrs. Ektaben Vaibhavbhai Viradiya Relative of Key Management Personnel
Mr. Tejasbhai Vallabhbhai Viradiya
Ms. Bhakti Hasmukhbhai Viradiya
Aawadkrupa Plastomech Private Limited
Global Non Woven Fabric Private Limited
Entities on which one or more Key Managerial Personnel ('KMP")
Patel Strap Private Limited have a significant influence/control
368b) Transactions with the above parties:-
(All amounts are in INR lakhs, unless otherwise stated)
For the year
For the year ended For the year ended
Particulars ended
March 31, 2025 March 31, 2024
March 31, 2023
Factory Rent Expense (Repayment of lease liability)
150.00 150.00 5.25
- Mr. Hasmukhbhai Meghjibhai Viradiya
150.00 150.00 5.25
- Mr. Vallabhbhai Meghjibhai Viradiya
Rent Expense
9.45 - -
- Mrs. Saritaben Viradiya
Purchase of Capital Goods
- 1,169.19 482.53
- Aawadkrupa Plastomech Private Limited
Sale of services (Job Work Charges)*
7,627.28 5,508.27 472.05
- Aawadkrupa Plastomech Private Limited
LD Charges
1,673.29 1,490.93 19.21
- Aawadkrupa Plastomech Private Limited
Repayment Received for Loan Given
466.50 - 14.39
- Aawadkrupa Plastomech Private Limited
Loan Given
257.06 200.60 -
- Aawadkrupa Plastomech Private Limited
Rent Security Deposit
- 73.50
- Mr. Hasmukhbhai Meghjibhai Viradiya
- 73.50
- Mr. Vallabhbhai Meghjibhai Viradiya
Interest Income
1.99 7.84 0.66
- Aawadkrupa Plastomech Private Limited
Purchase of Raw Material
55.68 - -
- Aawadkrupa Plastomech Private Limited
Loan Taken
- - 92.61
- Aawadkrupa Plastomech Private Limited
20.30 - -
- Mr. Hasmukhbhai Meghjibhai Viradiya
3.50 - -
- Mrs. Manishaben Viradiya
35.00 - -
- Global Non Woven Fabric Private Limited
Loan Repaid
- - 92.02
- Aawadkrupa Plastomech Private Limited
20.33 - -
- Mr. Hasmukhbhai Meghjibhai Viradiya
3.54 - -
- Mrs. Manishaben Viradiya
35.00 - -
- Global Non Woven Fabric Private Limited
Interest Paid
0.03 - -
- Mr. Hasmukhbhai Meghjibhai Viradiya
0.04 - -
- Mrs. Manishaben Viradiya
Sale of Product
133.28 - -
- Aawadkrupa Plastomech Private Limited
Rodtep charges
- Patel Strap Private Limited 6.49 - -
369Remuneration to KMP**
17.40 17.40 -
- Mr. Hasmukhbhai Meghjibhai Viradiya
17.40 17.40 -
- Mr. Vallabhbhai Meghjibhai Viradiya
11.40 11.40 -
- Mr. Vaibhav Vallabhbhai Viradiya
5.40 5.40 -
- Mrs. Manishaben Viradiya
51.60 51.60 -
Short Term Employee Benefit
3.15 5.86 -
Post Employment Benefits (Gratuity)
* Revenue has been recognized net of LD charges in accordance with IndAS 115.
** As the liabilities for gratuity on an actuarial basis for the KMP, the amounts pertaining to each KMP is not included in disclosure given
above.
Outstanding Balances
As at
Particulars As at 31 March 2025 As at 31 March 2024 As at 31 March 2023
April 01 2022
Right of Use Assets
17.56 -
- Mr. Hasmukhbhai Meghjibhai Viradiya 122.01 255.35
17.56 -
- Mr. Vallabhbhai Meghjibhai Viradiya 122.01 255.35
Trade Receivables
209.90 -
- Aawadkrupa Plastomech Private Limited 358.19 156.91
Advance to Vendor
19.43
- Aawadkrupa Plastomech Private Limited - -
Lease Liability
18.52 -
- Mr. Hasmukhbhai Meghjibhai Viradiya 127.29 254.98
18.62 -
- Mr. Vallabhbhai Meghjibhai Viradiya 127.29 257.58
Loan Receivable
0.59 14.39
- Aawadkrupa Plastomech Private Limited - 207.66
Salary Paid in Advance
- -
- Mrs. Manishaben Viradiya - 0.85
Salary Payable
- -
- Mr. Vaibhav Vallabhbhai Viradiya - 4.50
- -
- Mr. Hasmukhbhai Meghjibhai Viradiya - 1.93
Note:
Personal Guarantee: 1) Saritaben Viradiya 2) Ishani Hasmukhbhai Viradiya 3) Ektaben Vaibhavbhai Viradiya 4) Tejasbhai Vallabhbhai Viradiya 5)
Bhakti Hasmukhbhai Viradiya 6) Vallabhbhai Meghjibhai Viradiya 7) Manishaben Viradiya 8) Vaibhav Vallabhbhai Viradiya 9) Hasmukhbhai
Meghjibhai Viradiya.
Corporate guarantee: Aawadkrupa Plastomech Private Limited.
The above have given guarantee for the term loan availed by the company. The outstanding amount of the term loan are as follows
31 March 2025: 1978.02 lakhs
31 March 2024: 2034.87 lakhs
31 March 2023: 528.73 lakhs
01 April 2022 : Nil
370The company has bought land along with building at Survey No. 131B, 132, village shampara(Khodiyar), Taluka measuring 35815 sqmt. on date
23/06/2025 for Rs. 800.46 lakhs. The amount outstanding for the said land along with building disclosed as ROU and lease liability as on 31st March
2025 is Rs. 244.03 lakhs and Rs.254.58 lakhs respectively. (Refer Note No. 4 and 45(b)).
NOTE - 44
SEGMENT REPORTING
The Company is primarily engaged in manufacturing of shipping containers. All the activity are primarily within the country, where risks and rewards
are not substantially different. As the Company's business activities falls within a single primary business segment viz. "Manufacturing activity" and is
a single geographical segment, the disclosure requirements of Indian Accounting Standard (AS) – 108 ‘Segment Reporting’ specified under Section
133 of the Companies Act, 2013, as applicable, are not applicable.
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the
chief operating decision maker (“CODM”), in deciding how to allocate resources and assessing performance. The Company’s chief operating decision
maker is the Chief Executive Officer, Chief Operating Officer or any other person as appointed by the board of the company.
(A) Information about Geographical Areas
The Company derives revenue from following major geographical areas:
For the year ended For the year ended For the year ended
Area 31 March 2025 31 March 2024 31 March 2023
Outside India
18.79 - -
Domestic
6,883.77 4,039.44 452.84
All the non-current assets of the company other than financial instruments, deferred tax assets, post-employment benefit assets are located in India
(B) Information about Major Customers
The Company derives revenues from the following customers where each contributes to 10 per cent or more of an entity’s revenues:
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
5,953.99 4,017.34 452.84
Number of Customer-1
371APPL CONTAINERS LIMITED (Formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO RESTATED FINANCIAL INFORMATION
(All amounts are in INR lakhs, unless otherwise stated)
45 Additional Regulatory Requirements
a) Additional regulatory information/disclosures as required by general instructions to Division-II of Schedule III to the Companies Act, 2013 are furnished to the extent applicable to the Company.
b) The Company does not have any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee). (Refer Note No. 4 and 43)
c) During the year, the Company has not revalued its Property, Plant and Equipments.
d) During the year the company has not revalued its intangible assets.
e) The Company has not granted loans and advances in the nature of loans granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013) which are repayable on demand except
as mentioned below.
31st March 2025 31st March 2024 31st March 2023
Type of
Percentage to the total Loans Percentage to the total Loans Percentage to the total Loans
Borrower Amount of loan or advance in Amount of loan or advance in Amount of loan or advance in
and Advances in the nature of and Advances in the nature of and Advances in the nature of
the nature of loan outstanding the nature of loan outstanding the nature of loan outstanding
loans loans loans
- - - - - -
Promoters
- - - - - -
Directors
- - - - - -
KMPs
- - 207.66 20.78% - -
Related Parties*
*Refer Note No. 43 for related party transaction.
f) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
g) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search
or survey or any other relevant provisions of the Income Tax Act, 1961.
h) The Company has not been declared as wilful defaulter by any bank or financial institutions or other lenders.
i) The Company do not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956
j) No charges or satisfaction yet to be registered with ROC beyond the statutory period.
k) Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with companies (Restriction on number of Layers) Rule, 2017.
l) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
37246 Ratio Analysis
Particulars Numerator/Denominator 31 March 2025 31 March 2024 Change in % Reason for Variance (in case more than 25%)
(a) Current Ratio
Current Assets
4.05 1.81 123.18%
Current Liabilities
Total Debts
(b) Debt-Equity Ratio 0.36 0.93 -61.02%
Shareholder’s Equity
Earning available for Debt Service
(c) Debt Service Coverage Ratio 5.67 3.14 80.32%
Debt Service
Profit after Tax
(d) Return on Equity Ratio 85.45% 130.88% -34.71%
Average Shareholder’s Equity
Total Turnover
(e) Inventory turnover ratio 23.84 - -
Mentioned
Average Inventories below note
Total Turnover
(f) Trade receivables turnover ratio 26.80 22.02 21.68%
Average Trade Receivable
Total Purchases
(g) Trade payables turnover ratio 12.23 2.40 409.67%
Average Trade Payable
Total Turnover
(h) Net capital turnover ratio 2.14 6.24 -65.70%
Closing Working Capital
Net Profit
(i) Net profit ratio 47.56% 43.04% 10.48%
Total Turnover
373Earning before interest and taxes
(j) Return on Capital employed 55.66% 52.08% 6.87%
Capital Employed
Return on Investment
(k) Return on investment -7.33% - -
Total Investment
Reasons for Variances (In case variation more than 25%)
Current ratio: the variance in the current ratio is due to changes in the company’s working capital structure, driven by increased operational scale. Higher levels of receivables and inventory, along with changes in short-term liabilities
such as trade payables and borrowings, have impacted the ratio compared to the previous year.
Debt-service coverage ratio: the variance in the debt-equity ratio is primarily due to a higher profitability.
Debt-equity ratio: the variance in the debt-equity ratio is primarily due to an increase in reserves and surplus from retained earnings, which has strengthened the equity base and resulted in a lower debt-equity ratio.
Return on equity ratio: the variance in the return on equity ratio is mainly due to changes in net profit and the equity base. Higher retained earnings and higher profitability have directly impacted the ratio compared to the previous
year.
Trade payables turnover ratio: the variance in the trade payable ratio is due to an increase in purchases during the year and a lower outstanding trade payable balance at year-end, resulting in a higher turnover ratio compared to the
previous year.
Net capital turnover ratio: the decrease in the net capital turnover ratio is due to a lesser increase in sales compared to a higher increase in working capital, resulting in lower capital utilization efficiency during the year.
Net profit ratio: the increase in net profit ratio due to higher profitability and increase in turnover as compared to previous year
374Ratio Analysis
Particulars Numerator/Denominator 31 March 2024 31 March 2023 Change in % Reason for Variance (in case more than 25%)
Current Assets
(a) Current Ratio 1.81 1.98 -8.53%
Current Liabilities
Total Debts
(b) Debt-Equity Ratio 0.93 1.15 -19.86%
Shareholder’s Equity
Earning available for Debt Service
(c) Debt Service Coverage Ratio 3.14 1.97 59.63%
Debt Service
Profit after Tax
(d) Return on Equity Ratio 130.88% 88.19% 48.41%
Average Shareholder’s Equity
Total Turnover
(e) Inventory turnover ratio - - -
Mentioned
Average Inventories below note
Total Turnover
(f) Trade receivables turnover ratio 22.02 4.31 410.45%
Average Trade Receivable
Total Purchases
(g) Trade payables turnover ratio 2.40 1.09 120.35%
Average Trade Payable
Total Turnover
(h) Net capital turnover ratio 6.24 2.90 115.44%
Closing Working Capital
Net Profit
(i) Net profit ratio 43.04% 46.01% -6.44%
Total Turnover
375.
Earning before interest and taxes
(j) Return on Capital employed 52.08% 26.30% 98.03%
Capital Employed
(k) Return on investment Return on Investment - - -
Total Investment
Reasons for Variances (In case variation more than 25%) :
Debt Service Coverage Ratio: The variance is due to higher profitability as compared to previous year.
Return on Equity Ratio: The variance in the return on equity ratio is mainly due to changes in net profit and the equity base. Change in retained earnings and profitability have
directly impacted the ratio.
Trade Receivable Turnover Ratio: The variance in the trade receivable turnover ratio is due to the increase in sale is higher than the increase in trade receivable. This indicate
faster collection or tighter credit terms.
Trade Payable Turnover Ratio: Increase in trade payable is very low as compared to increase in purchase. The trade payable turnover ratio increased because the company is
settling its payables more quickly.
Net Capital turnover ratio: The decrease in the net capital turnover ratio is due to a lesser increase in sales compared to a higher increase in working capital, resulting in lower
capital utilization efficiency during the year.
Capital Employed: The increase in return on capital employed is due to increase in the revenue and the profit of the Company during the year.
47 Compliance with approved Scheme of Arrangements
Company has not prepared any scheme of Arrangements in terms of sections 230 to 237 of the Companies Act, 2013, (If any scheme or arrangement has been approved by the
competent Authority in terms of Sections 230 to 237, the effect of such scheme to be disclosed).
48 Utilisation of borrowed funds and share premium
"(a) During the year, no fund have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company
to or in any other persons or entities, including foreign entities (""intermediaries""), with the understanding, whether recorded in writing or otherwise, that the Intermediary
376shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (""Ultimate Beneficiaries"")
or provide any guarantee, security or the like on behalf of the ultimate Beneficiaries.
(b) During the year, no funds have been received by the Company from any persons or entities, including foreign entities (""Funding Parties""), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (""Ultimate Beneficiaries"") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
49 CSR Expenditure
For the year ended For the year ended
March 31, 2024 March 31, 2023
For the year ended
Particulars March 31, 2025
Amount required to be spent by the company during the year 15.40 - -
Amount of expenditure incurred 23.20 - -
Shortfall at the end of the year - - -
Total of previous years shortfall - - -
The nature of CSR activities undertaken by the Company : CSR in Promoting Education Sector - -
During the Financial year 2024-25 the company was required to be spent Rs.15.40 lakhs towards CSR activities during the year. However, it actually spent Rs.23.20 lakhs in
accordance with the provisions of the Companies Act, 2013 related to Corporate Social Responsibility (CSR), this excess amount of Rs. 7.80 lakhs shall be carried forward
over the succeeding three financial year.
50 Regrouping
Corresponding figures for the previous year have been regrouped/reclassified, wherever necessary to make them comparable to current year balances.
37751 Valuation of Current Assets, Loans and Liabilities
In the opinion of the Directors, the current assets, loans and advances are stated at value, realizable in the ordinary course of business. Further, all known liabilities have been
provided for and no provision has been made in excess of what may be considered as reasonably necessary.
52 Compliance with Micro, small and Medium Enterprises Development Act, 2006
The Company has sent letters to vendors to confirm whether they are covered under micro, small and medium enterprise development act 2006 as well as they have filed
required memorandum with prescribed authority. Out of the letter sent to the party, based on the confirmation received till the date of finalisation of balance sheet. Based on
and to the extent of the information received by the Company from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006
(MSMED Act) and relied upon by the auditors, the relevant particulars as at the year-end are furnished below:
As at
Particulars March 31,
March 31, 2024 March 31, 2023
2025
The Principal amount remaining unpaid at the year end
42.93 44.87 -
The Interest amount remaining unpaid at the year end
- - -
The amount of interest paid by the buyer under MSMED Act, 2006 along with the amount of the payment made to the supplier beyond the appointed day during the
year - - -
The amount of interest due and payable for the year(where the principal has been paid but interest under the MSMED Act, 2006 not paid)
- - -
The amount of interest accrued and remaining unpaid at the year end
- - -
The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small
enterprise, for the purpose of disallowance as a deductible expenditure under section 23 of MSMED Act, 2006
- - -
37853. The Company provides warranty for the containers manufactured and sold. It provides standard assurance type of warranty; however no material cost have been incurred
till date. No provisions for warranty has been considered due to immaterial in nature.
54. In accordance with the general directions issued by Securities and Exchange Board of India (‘SEBI’) dated 28 October 2021, the transition date considered for the purpose
of Special Purpose Ind AS Financial Statements for the years ended 31 March 2025, 31 March 2024 and 31 March 2023 is 01 April 2022, which is different from the transition
date (i.e., 01 April 2023) for the preparation of first Ind AS compliant financial statements for the year ended 31 March 2025 under section 129 of the Act, in accordance with
the roadmap on transition to Ind AS applicable to companies as announced by the Ministry of Corporate Affairs and specified in Rule 4 of Companies (Indian Accounting
Standards) 2015. As required by the Guidance Note on Reports in Company Prospectuses issued by The Institute of Chartered Accountants of India, the financial statements
presented before 1 April 2023 are considered as proforma Ind AS financial statements for which the transition date as per Ind AS 101 is 1 April 2022. The company is required
to use the same numbers reported in opening balance sheet as on 1 April 2023 in general purpose financial statements for special purpose financial statements also. Given below
is a reconciliation of the differences between the amounts of asset and liabilities at 31 March 2023 as per proforma Ind AS financial statements in special purpose financial
statements and at 1 April 2023 as per Sec. 129 of the Act in general purpose financial statements which have been given effect to in the opening balance as on 1 April 2023:
Reconciliation of total equity as per general purpose IndAS financial statement and Special purpose IndAS financial statement
(All amounts are in INR lakhs, unless otherwise stated)
Particulars As at
01 April 2023
Total equity (shareholder’s funds) as per special purpose financial Statements 457.92
Impact of:
Related to Right of use asset and lease liability difference on transition date between special purpose and general purpose financial 2.43
statement
Total equity (shareholder’s funds) as per general purpose standalone financial Statements 460.35
37955 Non Adjusting Events after the Reporting Period
a) The Company has issued 1,06,630 equity shares at price of Rs. 2157 per share amounting to Rs. 2300.01 lakhs by way of private placement on dated 23 May 2025 and
1,39,084 equity shares at price of Rs. 2157 per share amounting to Rs. 3000.04 lakhs on dated 22 July 2025.
The Company has issued the following shares to the promoter
Promoter Name Class of Shares No. of Shares
Hasmukhbhai Meghjibhai Viradiya Equity Shares 48,216
Vallabhbhai Meghjibhai Viradiya Equity Shares 26,890
Manishaban Viradiya Equity Shares 10,663
Vaibhav Vallabhbhai Viradiya Equity Shares 10,663
Saritaban Viradiya Equity Shares 10,663
Ektaben Vaibhavbhai Viradiya Equity Shares 10,663
Tejasbhai Vallabhbhai Viradiya Equity Shares 10,663
Tirthraj Hasmukhbhai Viradiya Equity Shares 10,663
- 139,084
b) The Company has acquired 100% equity shares of "Aawadkrupa Plastomech Private Limited" for Rs. 6304.80 lakhs on 14 August 2025, the said acquisition is under
common control.
c) The Company has allotted 1,09,82,856 bonus equity shares on date 05/09/2025 in the ratio of 4 bonus equity shares for 1 equity share held by the shareholder as on record
date 25/08/2025. Consequently, the paid up share capital of the company has increased by Rs. 1098.29 lakhs and corresponding decrease in retained earnings by same
amount.
380The Accompanying Notes 1 To 55 Are An Integral Part Of The Financial Statements
As Per Our Report Attached Of Even Date
For and on behalf of the Board of
For J Vasania & Associates
APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani
Partner Vallabhbhai Meghjibhai Viradiya Hasmukhbhai Meghjibhai Viradiya
Membership No. 624933 Whole Time Director Chairperson Cum Managing Director
UDIN:25624933BMFXWE7616 00317652 01226285
Sd/- Sd/-
Divya Reejwani Dhaval Jayeshbhai Parekh
Place: Bhavnagar Company Secretary Chief Financial Officer
Date:18/09/2025 CHLPR3817A CMKPP9463J
381PROFORMA FINANCIALS
INDEPENDENT AUDITOR'S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED
PROFORMA CONSOLIDATED FINANCIAL INFORMATION
The Board of Directors
APPL CONTAINERS LIMITED
(Formerly known as APPL CONTAINERS PRIVATE LIMITED)
Survey No. 131-B, 132, 132P1,
Near Khodiyar Mandir,
Bhavnagar – Rajkot Highway,
Shampara (Khodiyar), Shampara,
Vartej, Bhavnagar,
Gujarat, India – 364060.
Dear Sir/ Ma’am,
1. We have completed our assurance engagement to report on the compilation of Unaudited Pro forma Financial
Information of APPL CONTAINERS LIMITED. The Unaudited Pro forma Financial Information consists
of the Unaudited Pro forma Condensed Combined Balance Sheet as at March 31, 2025 and March 31, 2024,
the Unaudited Pro forma Condensed Combined Statement of Profit and Loss for the year ended March 31,
2025 and March 31, 2024, and related notes thereon (hereinafter referred as 'Pro forma Financial
Information') as approved by the Board of Directors of the company at their meeting held on September 18,
2025. The applicable criteria on the basis of which the management has compiled the Pro forma Financial
Information are specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 ("SEBI Regulations"), as amended from time to time.
2. The Unaudited Pro forma Financial Information has been compiled by Management to illustrate the impact
of acquisition of Aawadkrupa Plastomech Private Limited (the "Acquired Enterprise") subsequent to March
31, 2025 and as set out in note 2 of the Pro forma Financial Information on the Group's financial position as
at March 31, 2025 and March 31, 2024 and its financial performance for the year ended March 31, 2025 and
March 31, 2024 as if the acquisition had taken place at the beginning of the earliest reported year presented
i.e., April 01, 2023.
3. As part of this process, Information about the Group's financial position and financial performance has been
extracted by the Company from the Restated Financial Statement of the Company as of and for the year
ended March 31, 2025 and March 31, 2024 on which we have issued an Examination report dated September
18, 2025. The Information about the financial position and financial performance of the Acquired Enterprise
have been extracted by the management of the Company from the unaudited Special purpose Ind AS
financial statements of the Acquired Enterprise for the year ended March 31, 2025.
Management's Responsibility for the Pro forma Financial Information
4. The Management is responsible for compiling the Pro forma Financial Information on the basis stated in
Note 2 to the Pro forma Financial Information and the same has been approved by the Board of Directors of
the Company. The Management's responsibility includes the responsibility for designing, implementing and
maintaining internal control relevant for compiling the Pro forma Financial Information on the basis stated
in Note 2 to the Pro forma Financial Information that is free from material misstatement, whether due to
fraud or error. The Management is also responsible for identifying and ensuring that the Group complies
382with the laws and regulations applicable to its activities, including compliance with the provisions of the
laws and regulations for the compilation of Pro forma Financial Information.
Auditor's Responsibilities
5. Our responsibility is to express an opinion, about whether the Pro forma Financial Information of the Group
has been compiled, in all material respects, by the Management on the basis stated in Note 2 to the Pro forma
Financial Information.
6. We conducted our engagement in accordance with Standard on Assurance Engagements (SAE) 3420,
Assurance Engagements to Report on the Compilation of Pro forma Financial Information Included in a
Prospectus, issued by the Institute of Chartered Accountants of India. This Standard requires that the
practitioner comply with ethical requirements and plan and perform procedures to obtain reasonable
assurance about whether the Management has compiled, in all material respects, the Pro forma Financial
Information on the basis stated in Note 2 to the Pro forma Financial Information.
7. For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on
any historical financial information / Restated Consolidated financial information / Special purpose financial
statements used in compiling the Pro forma Financial Information, nor have we, in the course of this
engagement, performed an audit or review of the Financial Information used in compiling the Pro forma
Financial Information.
8. For our assurance engagement, we have placed reliance on the following:
a. the Special Purpose Restated financial statements of the holding company for the year ended 31st March
2025 on which the statutory auditors have issued an examination report dated September 18, 2025, and
the relevant supporting information; and
b. The audited special purpose financial statements of Aawadkrupa Plastomech Private Limited for the year
ended 31st March 2025 prepared in accordance with the Indian Accounting Standard.
9. The purpose of Pro forma Financial Information included in the Draft Red Herring Prospectus ("DRHP") is
solely to illustrate the impact of combining the financial information of the Group as at March 31, 2025, and
March 31, 2024 as if these entities had been undertaken at an earlier date. Accordingly, we do not provide
any assurance that the actual outcome of the event or transaction at March 31, 2025 and March 31, 2024
would have been, as presented.
10. A reasonable assurance engagement to report on whether the Pro forma Financial Information has been
compiled, in all material respects, on the basis of applicable criteria stated in note 2 to the Pro forma Financial
Information, involves performing procedures to assess whether the applicable criteria used by the
Management in the compilation of the Pro forma Financial Information provide a reasonable basis for
presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient
appropriate evidence about whether:
a. The related Pro forma adjustments give appropriate effect to those applicable criteria; and
b. The Pro forma Financial Information reflects the proper application of those adjustments to the
unadjusted financial information.
11. The procedures selected depend on the Auditor's judgment, having regard to the Auditor's understanding of
the nature of the group, the event or transaction in respect of which the Pro forma financial information has
383been compiled, and other relevant engagement circumstances. The engagement also involves evaluating the
overall presentation of the Pro forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
12. Our work has not been carried out in accordance with auditing or other standards and practices generally
accepted in other jurisdictions and accordingly should not be relied upon as if it had been carried out in
accordance with those standards and practices.
Opinion
13. In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis
stated in Note 2 to the Pro forma Financial Information.
Restrictions on Use
14. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit
report issued by us or other Auditors. We have no responsibility to update our report for events and
circumstances occurring after the date of the report.
15. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Red Herring
Prospectus ("DRHP") to be filed with the Securities and Exchange Board of India, National Stock Exchange
of India Limited, BSE Limited and the Registrar of Companies in connection with the proposed initial public
offering of the Company. Our report should not be used, referred to, or distributed for any other purpose
except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty
of care for any other purpose or to any other person to whom this report is shown or into whose hands it may
come without our prior consent in writing.
For J Vasania & Associates
Chartered Accountants
ICAI Firm's Registration Number: 117332W
Sd/-
Rushit Ghelani Partner
M. No. :624933
UDIN: 25624933BMFXWH1480
Date: 18th September 2025
Place: Bhavnagar
384APPL CONTAINERS LIMITED (formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC1265311)
PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2025
(All amounts in Rs. Lakhs unless
otherwise stated)
Restated Statement of Asset &
Acquisition Pro Forma Pro Forma Consolidated
Liabilities for APPL Containers
Special Purpose Balance Sheet Adjustments Balance as at
Limited
PARTICULARS
Aawadkrupa Plastomech
As at Private Limited IntraGroup Acquisition Note
31st March 2025
31st March 2025 As at Elimination Adjustments Reference
31st March 2025
ASSETS
Non- Current Assets
(a) Property, Plant and Equipment 2,870.80 580.48 -25.49 4 (e) 3,425.80
(c) Goodwill - - -
(b) Other Intangible Assets 0.72 0.84 1.56
(c) Right of Use Assets (Leases) 640.82 260.64 901.46
(d) Financial Assets - - -
(i) Investments 250.00 - 250.00
(ii) Loans - - -
(iii) Other Financial Assets 177.49 42.39 219.88
(e) Deferred Tax Assets (Net) - 4.42 4.42
(e) Other Non-Current Assets 5.96 8.42 14.38
Total Non - Current Assets (A) 3,945.79 897.20 -25.49 - 4,817.50
Current Assets
(a) Inventories 579.03 1,078.92 1,657.95
(b) Financial Assets - - -
(i) Investments 448.74 1,284.79 1,733.53
(ii) Trade Receivables 358.20 1,999.02 -358.19 4 (e) 1,999.03
385(iii) Cash and Cash Equivalents 107.13 17.23 4 (d) 124.36
(iii) Bank Balances other than (ii) above - 211.90 211.90
(iv) Loans 2,505.00 - 2,505.00
(v) Other Financial Assets 39.82 37.18 77.00
(c) Current Tax Assets 11.39 - 11.39
(d) Other Current Assets 232.37 136.60 368.97
Total Current Assets (B) 4,281.68 4,765.64 -358.19 - 8,689.13
- - -
Total (C = A+B) 8,227.48 5,662.83 -383.68 - 13,506.63
EQUITY AND LIABILITIES
Equity
Equity share capital 250.00 1.00 23.57 4 (c) 274.57
Other equity 5,233.54 3,299.20 -25.49 -1,028.32 4 (c), 4 (e) 7,478.93
Total Equity (D) 5,483.54 3,300.20 -25.49 -1,004.75 7,753.50
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1,583.28 - 1,583.28
(ii) Lease Liabilities - 204.01 204.01
(iii) Other Financial Liabilities - - -
(iv) Liability for acquisition
- - -
(b) Provisions 18.77 43.11 61.88
(c) Deferred Tax Liability (Net) 83.86 - 83.86
(d) Other Non-Current Liabilities - - -
Total Non - Current Liabilities (E) 1,685.91 247.12 - - 1,933.03
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 394.74 333.13 727.87
386(ii) Lease Liabilities 254.58 61.25 315.83
(iii) Trade Payables: - - -
Total outstanding dues of micro enterprises and small
42.93 512.73 555.66
enterprises
Total outstanding dues other than micro enterprises and
18.49 337.05 -358.19 4 (e) -2.64
small enterprises
(iv) Other Financial Liabilities
18.40 14.97 33.37
(v) Liability for acquisition
- - 1,004.75 4 (d) 1,004.75
(b) Other Current Liabilities 328.51 566.63 - 895.14
(c) Provisions 0.36 0.70 1.06
(d) Current Tax Liabilities (Net) - 289.04 289.04
Total Current Liabilities (F) 1,058.03 2,115.51 -358.19 1,004.75 3,820.10
TOTAL EQUITY AND LIABILITIES (G = D+E+F) 8,227.48 5,662.83 -383.68 - - 13,506.63
As Per Our Report Attached Of Even Date
For and on behalf of the Board of
For J Vasania & Associates APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani Vaibhav Vallabhbhai Viradiya Hasmukhbhai Meghjibhai Viradiya
Partner Whole Time Director Chairperson Cum Managing Director
Membership No. 624933 09367612 01226285
UDIN:25624933BMFXWH1480
Sd/- Sd/-
Divya Reejwani Dhaval Jayeshbhai Parekh
Place: Bhavnagar Company Secretary Chief Financial Officer
Date:18/09/2025 CHLPR3817A CMKPP9463J
387APPL CONTAINERS LIMITED (formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
PRO FORMA CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2024
(All amounts in Rs. Lakhs unless
otherwise stated)
Restated Statement of Asset &
Liabilities for APPL Containers
Acquisition Pro Forma Pro Forma Consolidated Balance
Special Purpose Balance Sheet Adjustments as at
PARTICULARS Limited
Aawadkrupa Plastomech Private Limited
As at
As at
IntraGroup Acqusition Note
31st March 2024
31st March 2024 Elimination Adjustments Reference
31st March 2025
ASSETS
Non- Current Assets
-
(a) Property, Plant and Equipment 2,911.77 640.47 -27.25 4 (e) 3,524.99
(c) Goodwill - - -
-
(b) Other Intangible Assets 0.89 1.02 1.92
-
(c) Right of Use Assets (Leases) 510.70 312.76 823.46
-
(d) Financial Assets - - -
-
(i) Investments - - -
-
(ii) Loans - - -
-
(iii) Other Financial Assets 164.51 52.88 217.39
-
(e) Deferred Tax Assets (Net) - 10.58 10.58
-
(e) Other Non-Current Assets - 16.45 16.45
-
Total Non - Current Assets (A) 3,587.87 1,034.16 -27.25 4,594.79
-
Current Assets
(a) Inventories - 2,383.03 2,383.03
-
(b) Financial Assets - - -
-
(i) Investments - - -
-
(ii) Trade Receivables 156.91 993.95 -156.91 4 (e) 993.95
(iii) Cash and Cash Equivalents 80.08 1.96 - 4 (d) 82.05
388(iii) Bank Balances other than (ii) above - 162.78 162.78
-
(iv) Loans 999.16 - -207.66 4 (e) 791.51
(v) Other Financial Assets 3.08 0.50 3.58
-
(c) Current Tax Assets 94.03 - 94.03
-
(d) Other Current Assets 109.28 454.97 564.24
-
Total Current Assets (B) 1,442.55 3,997.19 -364.56 5,075.17
-
- - -
Total (C = A+B) 5,030.42 5,031.35 -391.81 9,669.96
-
EQUITY AND LIABILITIES
Equity
Equity share capital 250.00 1.00 23.57 4 (c) 274.57
Other equity 1,949.12 1,393.73 -27.25 -1,028.32 4 (c), 4 (e) 2,287.28
Total Equity (D) 2,199.12 1,394.73 -27.25 -1,004.75 2,561.85
-
Liabilities
Non-Current Liabilities
(a) Financial Liabilities
(i) Borrowings 1,730.12 37.34 -207.66 4 (e) 1,559.81
(ii) Lease Liabilities 234.10 246.19 480.28
-
(iii) Other Financial Liabilities - - -
-
(iv) Liability for acquisition
- - 1,004.75 4 (d) 1,004.75
(b) Provisions 11.24 33.73 44.97
-
(c) Deferred Tax Liability (Net) 60.28 - 60.28
-
(d) Other Non-Current Liabilities - - -
-
Total Non - Current Liabilities (E) 2,035.74 317.25 -207.66 3,150.09
-
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 304.75 1,738.75 2,043.51
-
389(ii) Lease Liabilities 278.47 61.25 339.72
-
(iii) Trade Payables: - - -
-
Total outstanding dues of micro
44.87 - 44.87
enterprises and small enterprises -
Total outstanding dues other than micro
31.95 798.06 -156.91 4 (e) 673.11
enterprises and small enterprises
(iv) Other Financial Liabilities
127.97 23.88 151.85
-
(v) Liability for acquisition
- - -
-
(b) Other Current Liabilities 7.49 687.60 695.09
-
(c) Provisions 0.06 0.64 0.70
-
(d) Current Tax Liabilities (Net) - 9.18 9.18
-
Total Current Liabilities (F) 795.56 3,319.37 -156.91 3,958.02
-
TOTAL EQUITY AND LIABILITIES (G = D+E+F) 5,030.42 5,031.35 -391.81 -1,004.75 9,669.96
-
As Per Our Report Attached Of Even Date
For and on behalf of the Board of
For J Vasania & Associates APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani Vaibhav Vallabhbhai Viradiya Hasmukhbhai Meghjibhai Viradiya
Partner Whole Time Director Chairperson Cum Managing Director
Membership No. 624933 09367612 01226285
UDIN:25624933BMFXWH1480
Sd/- Sd/-
Divya Reejwani Dhaval Jayeshbhai Parekh
Place: Bhavnagar Company Secretary Chief Financial Officer
Date:18/09/2025 CHLPR3817A CMKPP9463J
390APPL CONTAINERS LIMITED (formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
PRO FORMA CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2025
(All amounts in Rs. Lakhs unless otherwise stated)
Acquisition
Restated Statement of Profit and Loss Pro Forma
PARTICULARS Special Purpose Statement Pro Forma Consolidated Profit And Loss
for APPL Containers Limited Adjustments
of Profit & Loss
Aawadkrupa Plastomech
For The Year Ended Private Limited IntraGroup Acquisition Note
31st March 2025
31st March 2025 For The Year Ended Elimination Adjustments Reference
31st March 2025
Revenue from Operations 6,902.56 33,495.64 -7,816.24 4 (e) 32,581.96
Other Income 146.10 196.38 -25.45 4 (e) 317.04
TOTAL INCOME 7,048.66 33,692.02 -7,841.68 32,899.00
-
EXPENDITURE
Cost of Material Consumed 1,121.07 21,425.73 -188.96 4 (e) 22,357.84
Purchases of stock in trade 555.42
Change in Inventories of work in progress and
-116.35 -310.80 -427.15
finished goods
Employee Benefits Expenses 253.06 174.16 427.22
Finance Cost 179.50 144.70 -1.99 4 (e) 322.21
391Depreciation and Amortization Expenses 474.78 134.84 -1.76 607.86
Other Expenses 1,170.63 8,999.77 -7,650.74 4 (e) 2,519.66
TOTAL EXPENSES 3,082.69 31,123.82 -7,843.44 25,807.65
-
PROFIT BEFORE TAX 3,965.97 2,568.20 1.76 4 (e) 7,091.35
- - -
TAX EXPENSES 683.43 660.97 - 1,344.40
-
Current Income Tax 660.24 654.23 1,314.47
Deferred Tax 23.19 6.74 29.93
- - -
PROFIT/(LOSS) FOR THE PERIOD 3,282.54 1,907.23 1.76 - 5,746.95
- - -
OTHER COMPREHENSIVE INCOME - - -
A (i) Items that will not be reclassified to Profit
- - -
or Loss
Remeasurement loss of Defined Benefit Plan 2.27 -2.34 -0.08
(ii) Income Tax relating to items that will not be
-0.39 0.59 0.20
reclassified to Profit or Loss
- - -
B (i) Items that will be reclassified to Profit or
- - -
Loss
(ii) Income Tax relating to items that will be
- - -
reclassified to Profit or Loss
OTHER COMPREHENSIVE INCOME (NET
1.88 -1.75 0.12
OF TAX)
- - -
TOTAL COMPREHENSIVE INCOME FOR
3,284.42 1,905.47 1.76 5,747.08
THE PERIOD, NET OF TAX -
392Earning Per Equity Share (In Rupees)
(1) Basic 26.26 4 (f) 45.98
(2) Diluted 26.26 4 (f) 45.98
As Per Our Report Attached Of Even Date For and on behalf of the Board of
For J Vasania & Associates APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani Vaibhav Vallabhbhai Viradiya Hasmukhbhai Meghjibhai Viradiya
Partner Whole Time Director Chairperson Cum Managing Director
Membership No. 624933 09367612 01226285
UDIN:25624933BMFXWH1480
Sd/- Sd/-
Divya Reejwani Dhaval Jayeshbhai Parekh
Place: Bhavnagar Company Secretary Chief Financial Officer
Date:18/09/2025 CHLPR3817A CMKPP9463J
393APPL CONTAINERS LIMITED (formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
PRO FORMA CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2024
(All amounts in Rs. Lakhs unless otherwise stated)
Restated Statement of Profit Acquisition
PARTICULARS and Loss for APPL Containers Special Purpose Statement of
Pro Forma Pro Forma Consolidated Profit And
Adjustments Loss
Limited For The Year Ended Profit & Loss
Aawadkrupa Plastomech
31st March 2024
Private Limited IntraGroup Acquisition
Note Reference 31st March 2024
For The Year Ended Elimination Adjustments
31st March 2024
Revenue from Operations 4,039.44 27,032.17 -6,677.46 4 (e) 24,394.14
Other Income 28.81 74.73 -20.22 4 (e) 83.32
TOTAL INCOME 4,068.25 27,106.90 -6,697.68 - 24,477.47
EXPENDITURE
Cost of Material Consumed 257.31 17,947.50 -1,141.40 4 (e) 17,063.41
Purchases of stock in trade 844.70 -
Change in Inventories of work in progress
- 43.51 - 43.51
and finished goods
Employee Benefits Expenses 307.95 147.35 - 455.30
Finance Cost 104.98 206.20 -7.84 4 (e) 303.34
Depreciation and Amortization Expenses 362.59 121.67 -0.54 483.72
Other Expenses 940.79 6,578.80 -5,520.65 4 (e) 1,998.94
TOTAL EXPENSES 1,973.62 25,889.73 -6,670.43 - 20,348.22
PROFIT BEFORE TAX 2,094.63 1,217.17 -27.25 4 (e) 4,129.24
TAX EXPENSES 355.85 309.21 - - 665.06
Current Income Tax 316.10 314.12 630.22
Deferred Tax 38.51 -4.92 33.59
394Adjustment of Provision for Tax of Earlier
1.24 0.01 1.25
Years
- - -
PROFIT/(LOSS) FOR THE PERIOD 1,738.77 907.96 -27.25 - 3,464.18
OTHER COMPREHENSIVE INCOME - - -
A (i) Items that will not be reclassified to
- - -
Profit or Loss
Remeasurement loss of Defined Benefit
- 0.49 0.49
Plan
(ii) Income Tax relating to items that will not
- -0.12 -0.12
be reclassified to Profit or Loss
B (i) Items that will be reclassified to Profit
- - -
or Loss
(ii) Income Tax relating to items that will be
- - -
reclassified to Profit or Loss
OTHER COMPREHENSIVE INCOME
- 0.37 0.37
(NET OF TAX)
- - -
TOTAL COMPREHENSIVE INCOME
1,738.77 908.33 -27.25 - 3,464.55
FOR THE PERIOD, NET OF TAX
Earning Per Equity Share (In Rupees)
(1) Basic 13.91 4 (f) 27.71
(2) Diluted 13.91 4 (f) 27.71
395As Per Our Report Attached Of Even Date For and on behalf of the Board of
For J Vasania & Associates APPL Containers Limited
Chartered Accountants
Firm's Registration No. 117332W
Sd/- Sd/- Sd/-
Rushit Ghelani Vaibhav Vallabhbhai Viradiya Hasmukhbhai Meghjibhai Viradiya
Partner Whole Time Director Chairperson Cum Managing Director
Membership No. 624933 09367612 01226285
UDIN:25624933BMFXWH1480
Sd/- Sd/-
Divya Reejwani Dhaval Jayeshbhai Parekh
Place: Bhavnagar Company Secretary Chief Financial Officer
Date:18/09/2025 CHLPR3817A CMKPP9463J
396APPL CONTAINERS LIMITED (formerly APPL CONTAINERS PRIVATE LIMITED)
(CIN: U28129GJ2021PLC126531)
NOTES TO THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in Rs. Lakhs unless otherwise stated)
Note 1 – Background
APPL CONTAINERS LIMITED (Formerly known as APPL CONTAINERS PRIVATE LIMITED) CIN U28129GJ2021PLC126531 is a company
incorporated on October 21, 2021 under the provisions of the Companies Act, 2013. The Company was originally registered as a Private Limited
Company and has been converted into a Public Limited Company with effect from June 13, 2025. The Company is primarily engaged in the
manufacturing and job work of shipping containers and related activities. The registered office of the Company is located at: Plot No. 131, Shampara
Khodiyar, Bhavnagar - Rajkot Highway, Bhavnagar, Gujarat - 364060, India.
Subsequent to 31 March 2025, APPL Containers Limited ("the Holding Company") has acquired 100% shares of Aawadkrupa Plastomech Private
Limited ("subsidiary"), the Holding Company along with its subsidiary (collectively referred to as “Group”).
On August 14, 2025, The Company acquired 100% equity in Aawadkrupa Plastomech Private Limited, which has with effect from that date become a
subsidiary of the Company (together ‘Parties to the agreement’). The principal activity of the acquired company is manufacturing of plastic extrusion
plant and shipping container. The acquired company was owned by the shareholders of APPL Containers Limited and hence the acquisition is under
common control. The financial information gives effect to the acquisition of "Aawadkrupa Plastomech Private Limited" taken place on August 14 2025,
w.e.f. 01 April 2023. The Consideration includes Rs. 6304.80 lakhs paid in cash. The purchase consideration paid in cash on acquisition, was funded
by the issue of equity shares amounting to INR 5300.05 lakhs issued by APPL Containers Limited and rest amount by internal accruals.
Note 2 – Basis of preparation
The Unaudited Pro Forma Consolidated Financial Information of the Group, comprising of Pro Forma Consolidated Balance Sheet as at 31 March 2025
and 31st March 2024, Pro Forma Consolidated Statement of Profit and Loss for the year ended 31 March 2025 and 31 March 2024, read with the related
notes to the Pro Forma Consolidated Financial Information (together hereinafter referred as ‘Pro Forma Consolidated Financial Information’), has been
prepared on a voluntary basis for inclusion in the Draft Red Herring Prospectus by the management of the Group in accordance with the Clause
(11)(I)(B)(iii) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended to date (the “SEBI ICDR Regulations”) issued by Securities and Exchange Board of India (“the SEBI”), to reflect the acquisition of
Aawadkrupa Plastomech Private Limited made after 31 March 2025.
The Pro Forma Consolidated Balance Sheet as at 31 March 2025 and 31 March 2024 and the Pro Forma Consolidated Statement of Profit and Loss for
the year ended 31 March 2025 and 31 March 2024 has been prepared assuming as if the acquisition had taken place as at 01 April 2023 in accordance
with para 9 of Appendix C of Ind AS 103 Business Combination..
Because of their nature, the Pro Forma Consolidated Financial Information addresses a hypothetical situation and therefore, do not represent Group’s
actual consolidated financial position as at 31 March 2025 and 31 March 2024 nor does it represent the Group’s financial results for the year ended 31
March 2025 and 31 March 2024. They purport to indicate the results of operation that would have resulted had the acquisition been completed at the
beginning of the period presented and the consolidated financial position had the acquisition been completed as at the year but are not intended to be
indicative of expected results or operations in the future periods or the future financial position of the Group.
The Pro Forma adjustments are based upon available information and assumptions that the management of the Holding Company believes to be
reasonable. The pro-forma adjustments are included only to the extent they are (i) directly attributable to the acquisition and (ii) factually supportable.
The Pro Forma Consolidated Financial Information has been prepared using the "Pooling of interest mehtod" of accounting under the provisions of
Appendix C of Ind AS 103 Business Combinations under Common Control. Ind AS 103 requires, among other things, that the assets acquired, liabilities
assumed and reserves of the transferor be recognized at their carrying amounts as at 01 April 2023. The difference, if any, between the amount of
consideration in the form of cash and the amount of share capital of the transferor shall be transferred to capital reserve.
The Pro Forma Consolidated Financial Information has been prepared by combining the following financial information:–
a) the Special Purpose Restated financial statements of the holding company for the year ended 31 March 2025 on which the statutory auditors have
issued an examination report dated 10 September 2025, prepared in connection with its proposed Initial Public Offer of equity shares (“IPO”) in terms
of the requirements of section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act""), the SEBI ICDR Regulations and the Guidance Note
on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India, as amended from time to time;
b) The audited special purpose financial statements of Aawadkrupa Plastomech Private Limited for the year ended 31 March 2025 prepared in
accordance with the Indian Accounting Standard, on which the statutory auditors have issued an examination report dated 10 September 2025,
c) Impact of adjustments arising out of acquisition, issue of shares and intragroup elimination, as described in Note 4.
397Note 3 – Acquisition details.
Acquisition in cash of 100% Shares of Aawadkrupa Plastomech Private Limited on dated 14 August 2025 for a consideration of Rs. 6304.80 lakhs as
determined by registered valuer.
The purchase consideration paid in cash on acquisition, Rs. 5300.05 lakhs was funded by the issue of equity shares via private placement issued by
APPL Containers Limited.
Note 4. Pro Forma Adjustments
The total purchase consideration payable is Rs. 6304.80 lakhs, which has been paid in cash. The Company has raised funds by issue of equity shares
during August 2025 which has been used for the acquisition of the company, adjusted as below.
a) The consideration for this acquisition has been financed through issue of 1,06,630 equity shares at price of Rs. 2157 per share (including premium
of Rs. 2147) issued on 20 May, 2025. Accordingly, an amount of Rs. 10.66 lakhs equivalent to face value of equity shares has been added as equity
share capital and Rs. 2289.35 lakhs has been added as security premium. Further, the company has issued 1,39,084 equity shares at a price of Rs. 2157
per share (including premium of Rs. 2147) issued on 22 July 2025.Accordingly, an amount of Rs. 13.91 lakhs equivalent to face value of equity shares
has been added as equity share capital and Rs. 2986.13 lakhs has been added as security premium Corresponding to the same, Rs. 3000.04 lakhs has
been added to cash and cash equivalents The aforesaid adjustment has been considered in unaudited pro forma consolidated combined balance sheet
as at March 31, 2024 and March 31, 2025.
b) The unaudited pro forma consolidated balance sheet as at March 31, 2025, the purchase consideration for Rs. 5300.05 lakhs which has been paid in
cash on acquisition has been reduced from cash and cash equivalent. Balance amount of consideration has been presented as financial liability in the
pro forma financials.
a) Net assets and reserves of the transferor acquired
Following table provides the details of net assets and reserves of the transferor acquired determined on the basis of carrying amounts of the net assets
as at 1 April 2023.
(All amounts in Rs. Lakhs)
Particulars As at 01 April 2023
1,187.56
Non Current Assets
2,953.07
Current Assets
4,140.63
Total Assets
423.28
Non Current Liabilities
3,234.59
Current Liabilities
3,657.87
Total Liabilities
482.76
Net Asset Acquired
481.76
Retained Earnings
481.76
Net Reserves Acquired
1.00
Net Assets and Reserves Acquired
100.00
% of acquisition
-
Non-controlling interests
b) Purchase consideration and Capital Reserve arising on acquisition
The Business Combination involved common control entities, hence the difference between the net assets and reserves acquired and Purchase
consideration has been recognized as Capital Reserve as per Appendix C of Ind AS 103 Business Combination under common control. The capital
reserve has been calculated as if the acquisition has been completed on 01 April 2023 only for the purpose for these Pro forma Consolidated Financials.
(All amounts in Rs. Lakhs)
Particulars As at 01 April 2023
1.00
Net Assets and Reserves Acquired
6,304.80
Purchase consideration
-6,303.80
Capital Reserve
398c) Total Equity of the APPL Containers Group as on 01 April 2023 (All amounts in Rs. Lakhs)
Particulars Equity Share Capital Other Equity
Equity of the Company 250.00 207.92
Equity of Aawadkrupa Plastomech Private Limited 1.00 481.76
Adjustments:
Amount raised by issue of equity share capital 24.57 5,275.48
Elimination of equity and other equity of Aawadkrupa Plastomech Private Limited
-1.00 -
Capital Reserve on acquisition of Aawadkrupa Plastomech Private Limited (Refer Note
(b) above) - -6,303.80
Total 274.57 -338.64
d) Cash & Cash equivalents and Liability of the APPL Containers Group as on 01 April 2023
(All amounts in Rs. Lakhs)
Particulars Cash & Cash Equivalent
APPL Containers Limited 4.52
Aawadkrupa Plastomech Private Limited 4.38
Adjustments:
Amount raised by issue of equity share capital 5,300.05
Purchase Consideration Paid -5,300.05
Total 8.91
Purchase Consideration 6,304.80
Purchase Consideration adjusted from Cash & Cash equivalent 5,300.05
Liability for acquisition* 1,004.75
The Liability amount has been shown as non current liability as at 31 March 2024 and current liability as at 31 March 2025 without any effect of
discounting as the same is incorporated in pro forma financial statements based on hindsight.
e) Intragroup elimination adjustments:
(All amounts in Rs. Lakhs)
Pro forma Consolidated statement of Profit and Loss For the Year Ended 31 March 2025 For the Year Ended 31 March 2024
188.96 1,169.19
Decrease in Revenue from operations (Sale of Products)
7,627.28 5,508.27
Decrease in Revenue from operations (Job Work Charges)
25.45 20.22
Decrease in Other Income
7,841.68 6,697.68
Total decrease in Income
1.76 0.54
Decrease in Depreciation
188.96 1,141.40
Decrease in Cost of Material Consumed
1.99 7.84
Decrease in Finance costs
7,650.74 5,520.65
Decrease in Other expenses
7,843.44 6,670.43
Total decrease in Expenses
-1.76 27.25
Net Impact in Profit and Loss
399Pro forma Consolidated Balance Sheet As at 31 March 2025 As at 31 March 2024
25.49 27.25
Decrease in Property, Plant and Equipments
358.19 156.91
Decrease in Trade receivables
- 207.66
Decrease in Loan Receivable
383.68 391.81
Total decrease in Assets
- 207.66
Decrease in Loan Payable
358.19 156.91
Decrease in Trade payable
358.19 364.56
Total decrease in Liabilities
25.49 27.25
Decrease in Other Equity
f ) EPS Calculation:
Particulars Pro Forma Financials Pro Forma Financials
31 March 2025 31 March 2024
a) Profit for the year 5,746.95 3,464.18
Shares outstanding at the beginning of the year 2,500,000.00 2,500,000.00
Shares issued during the year - -
Shares outstanding at the end of the year 2,500,000.00 2,500,000.00
b) Weighted average number of equity shares outstanding during the year (Nos) 2,500,000.00 2,500,000.00
Adjustment for Bonus shares issued on 05/09/2025* 10,000,000.00 10,000,000.00
Total Number of Shares for EPS 12,500,000.00 12,500,000.00
c) Potential equity shares -for Diluted EPS - -
d) Weighted average no. of equity shares for Dilutive EPS 2,500,000.00 2,500,000.00
Adjustment for Bonus shares issued on 05/09/2025* 10,000,000.00 10,000,000.00
Total Number of Shares for EPS 12,500,000.00 12,500,000.00
Nominal value of equity share (Rs.)
10.00 10.00
e) Earnings per share (in Rs.):
Basic earning per share (Rs.) 45.98 27.71
Diluted earning per share (Rs.) 45.98 27.71
*The Company has allotted 1,09,82,856 bonus equity shares on date 05/09/2025 in the ratio of 4 bonus equity shares for 1 equity share held by the
shareholder as on record date 25/08/2025. Consequently, the paid up share capital of the company has increased by Rs. 1098.29 lakhs and
corresponding decrease in retained earnings by same amount. Accordingly, the impact of bonus on EPS has been considered.
400OTHER FINANCIAL INFORMATION
Accounting ratios: The accounting ratios derived from the Restated Financial Information required to be disclosed
under Item 11 of Part A of Schedule VI of the SEBI ICDR Regulations and other financial ratio are set forth below.
The table below should be read in conjunction with the sections titled “Risk Factors”, “Restated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
on pages 39, 300 and 409, respectively:
As at/for the year ended March 31,
Particulars
2025 2024 2023
Earnings per Equity Share – Basic (in ₹)(1) 26.26 13.91 3.30
Earnings per Equity Share – Diluted (in ₹)(2) 26.26 13.91 3.30
Return on Net Worth (%)(3) 59.86 79.07 45.50
Net Assets Value per Share (in ₹)(4) 43.87 17.59 7.25
EBITDA (₹ in lakhs) (5) 4,474.15 2,533.39 288.29
The ratios have been calculated as below:
(1) Earnings per Share (Basic) is calculated as defined in Ind AS-33 issued by ICAI.
(2) Earnings per Share (Diluted) is calculated as defined in Ind AS-33 issued by ICAI.
(3) Return on Net Worth is calculated as restated profit for the period/year attributable to the parent divided by net worth.
(4) NAV per Equity Share is calculated as Equity attributable to equity holders of the parent divided by weighted average
number of shares outstanding at the end of period/year.
(5) EBITDA is calculated as restated profit for the period / year plus tax expenses (consisting of current tax and deferred
tax), finance costs and depreciation and amortisation expenses, less other income
For reconciliation of non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on page 417.
In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company as at and for
the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 and the reports thereon
(collectively, the “Audited Financial Statements”) are available on our website at www.applcontainers.com.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements and the reports thereon do not constitute, (i) a part of this
Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an
offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase
or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India
or elsewhere.
The Audited Financial Statements and the reports thereon should not be considered as part of information that any
investor should consider when subscribing for or purchasing any securities of our Company or any entity in which
our Shareholders have significant influence and should not be relied upon or used as a basis for any investment
decision. None of the entities specified above, nor any of their advisors, nor BRLMs or any of the Selling
Shareholders, nor any of their respective employees, directors, affiliates, agents or representatives accept any
liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in the
Audited Financial Statements, or the opinions expressed therein.
Related Party Transactions
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e.
Ind AS 24 ‘Related Party Disclosures’ for the Fiscals 2025, 2024 and 2023, read with the SEBI ICDR Regulations,
401and as reported in the Restated Financial Information, please see “Restated Financial Information – Note 43 –
Related Party Disclosure” on page 368.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
402CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at March 31, 2025, derived from our Restated
Financial Information, and as adjusted for the Offer. This table should be read in conjunction with “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated
Financial Information” beginning on pages 39, 409 and 300 of this Draft Red Herring Prospectus respectively.
(in ₹ lakhs)
Pre-offer as at Adjusted for
Particulars
March 31, 2025 the Offer*
Borrowings
Current borrowings (I) 13.36 [●]
Non-current borrowings (including current maturities) (II) 1,964.67 [●]
Total borrowings (I)+(II)=(A) 1,978.03 [●]
Equity
Equity share capital (III) 250.00 [●]
Other equity (IV) 5,233.54 [●]
Total equity attributable to owners of the Company (III) + (IV) =
5,483.54 [●]
(B)
Total Capitalisation (A+B) 7,461.57 [●]
Non-current borrowings / Total Equity attributable to owners of
0.36 [●]
the Company (times) (II)/(B)
Total Borrowings / Total Equity attributable to owners of the
0.36 [●]
Company (times) (A)/(B)
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, by way of their certificate dated September
21, 2025.
#The corresponding post Offer capitalization data is not determinable at this stage pending the completion of the
Book Building Process and hence has not been furnished. To be updated upon finalization of the Offer Price.
*These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
^The above has been computed on the basis of the Restated Consolidated Statements of Assets and
Liabilities of the Company.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
403FINANCIAL INDEBTEDNESS
Our Company and our Subsidiary have availed borrowings in the ordinary course of business, for the purpose of
meeting working capital and other business requirements. These credit facilities include, inter alia, secured bank
facilities, term loans and secured letter of credit along with unsecured credit facilities availed from HDFC Bank
Limited and our Promoters.
We have obtained the necessary consent required under the relevant loan documentation for undertaking activities
in relation to the Offer from our lender.
For details regarding the borrowing powers of our Board, see “Our Management – Borrowing Powers” on page
268.
Set forth below is a table of the aggregate borrowings of our Company and our Subsidiary as on August 31, 2025:
Amount In Lakhs (Rs)
Total Outstanding
Total Sanctioned
S. No. Particulars Amount as on August 31,
Amount
2025
Company
APPL Containers Limited
A. Secured Borrowings
1. Term loans 2,450.00 1,827.57
Total Secured Borrowings (A) 2,450.00 1,827.57
B. Unsecured Borrowings
1. Borrowings from Related Parties 15,000.00 1,364.20
Total Unsecured Borrowings (B) 15,000.00 1,364.20
Subsidiary
Aawadkrupa Plastomech Pvt. Ltd
Secured Borrowings
1. PSR 30.00 -
2. Foreign Bill Discounting 200.00 -
3. Cash Credit 169.89 80.56
4. Bank Guarantee – Sublimit of CC 430.11 -
5. Bank Guarantee 1,450.00 -
6. Corporate Card 15.00 -
Total Secured Borrowings (A) 2,295.00 80.56
404Amount In Lakhs (Rs)
Total
Outstandin Pre-
S. Name of Sanctione Nature of Rate of Sanctione g amount Paymen
Validity Purpose
No. Lender d Date Loan Interest d amount as on t
August 31, Penalty
2025
Company Borrowings
For
60 4% of
HDFC Bank 01.11.20 Term Loan - Purchase
1 8.53% 550.00 278.26 Mont the
Limited 22 Secured of Plant &
hs amount.
machinery
For 4% of
84
HDFC Bank 06.11.20 Term Loan - Purchase the
2 8.53% 1,650.00 1,341.53 Mont
Limited 23 Secured of Plant & amount
hs
machinery
For 4% of
60
HDFC Bank 06.11.20 Term Loan - Purchase the
3 8.55% 250.00 207.78 Mont
Limited 23 Secured of Plant & amount.
hs
machinery
Hasmukhbha 01-05- Related 9.00% 5,000.00 735.00 N/A For N/A
i Meghjibhai 2025 party General
4
Viradiya Borrowings- Corporate
Unsecured Purpose
Manishaben 25-08- Related 9.00% 2,500.00 52.75 N/A For N/A
Viradiya 2025 party General
5
Borrowings- Corporate
Unsecured Purpose
Vaibhav 25-08- Related 9.00% 2,500,00 1.00 N/A For N/A
Vallabhbhai 2025 party General
6 Viradiya Borrowings- Corporat
Unsecured e
Purpose
Vallabhbhai 01-05- Related 9% 5,000.00 575.45 N/A For N/A
Meghjibhai 2025 party General
7 Viradiya Borrowings- Corporat
Unsecured e
Purpose
Subsidiary Borrowings
For 4% of
24.07.20 Working the
PSR* 7.95% 30.00 - N/A
25 capital amount
purpose
Foreign For 4% of
HDFC
24.07.20 Bill Working the
1 Bank 7.95% 200.00 - N/A
25 Discountin capital amount
Limited.
g* purpose
For 4% of
24.07.20 Cash Working the
7.95% 169.89 80.56 N/A
25 Credit* capital amount
purpose
405Total
Outstandin Pre-
S. Name of Sanctione Nature of Rate of Sanctione g amount Paymen
Validity Purpose
No. Lender d Date Loan Interest d amount as on t
August 31, Penalty
2025
Bank 4% of
For
Guarantee 0.75% the
24.07.20 Working
– Sublimit Commissio 430.11 - N/A amount
25 capital
of Cash n
purpose
Credit*
For 4% of
Bank 0.75%
24.07.20 Working the
Guarantee Commissio 1,450.00 - N/A
25 capital amount
* n
purpose
For 4% of
24.07.20 Corporate Working the
7.95% 15.00 - N/A
25 Card* capital amount
purpose
*The facility is under the process of renewal as on 18th September, 2025.
Borrowings Covenants
A. Security-Collateral
APPL Containers Limited.
Security-Collateral
HDFC Bank Residential Bungalow:
Self-Occupied Residential Property Plot No -576/Bvadva Rev Sur No 258 Pikee , City Sur
No 5684 , Sanad No 5684 , Vijayrajnagar Opposite Milk Dairy City Sur Ward No 7 ,
Aadarsh Co Operative Housing Society, Near JWELLS Circle-364001 JWELL Circle.
Commercial Office:
Plot No 5 Opp Petrol Pump, Chitra survey No 207 Chitra Desainagar Petrol Pump 364001
Opp Petrol Pump
Industrial Estates with Industrial Activity:
Plot No A & B Survey No 131, Khodiyar, Dist. Bhavnagar known As Aawadkrupa Moje
Shampara (Khodiyar) 364060 Nr. Indian Oil Petrol Pump.
406Aawadkrupa Plastomech Private Limited
Security-Collateral
HDFC Bank Residential Bungalow:
Self -Occupied Residential Property Plot No -576/Bvadva Rev Sur No 258 Pikee , City Sur
No 5684 , Sanad No 5684 , Vijayrajnagar Opposite Milk Dairy City Sur Ward No 7 ,
Aadarsh Co Operative Housing Society, Near JWELLS Circle-364001 JWELL Circle.
Commercial Office:
Plot No 5 Opp Chitra Petrol Pump, Chitrasurvey No 207 Chitra Desainagar Petrol Pump
364001 Opp Petrol Pump
Industrial Estates with Industrial Activity:
Plot No A & B Survey No 131, Khodiyar, Dist. Bhavnagar known As Aawadkrupa Moje
Shampara (Khodiyar) 364060 Nr. Indian Oil Petrol Pump, Nr. Navagam
B. Other Covenants
Principal Terms of borrowings availed by Company:
Other-Covenants Description
Interest Servicing In case of a CC/OD facility, last day of every month.
Interest to be serviced within 3 days even if the utilization is within the
sanctioned limits.
Interest Levy Charged @ 18.00% p.a. on overdue/ delays/ defaults of any monies payable.
Commitment Charges Charged @ 0.50% p.a. on quarterly basis, on the entire unutilized portion, if
average utilization is less than 60%. <Only for CC/OD facility>
Additional Interest levy @ 2% p.a. additional interest levy over existing rate of interest on account of:
• Maintaining Current Account with Other Bank while facility is
granted under Sole Banking (applicable where specific permission is
not taken by the customer).
• Deterioration in account conduct.
Penal Interest levy @ 2% p.a. Penal interest levy over existing rate of interest for:
• Non -submission of documents for renewal of credit facilities.
• Non submission of Stock statement.
• Non submission of Stock and Property Insurance policy including
renewal policy.
• Non-compliance in documentation for the credit facility.
Service Charges - for Rs. 500 for every physical stock statement collected or submitted
processing Physical Stock
Statement
Stock Audit Charges For Sanctioned Limits upto Rs. 5 Cr : Rs.8,000/- plus taxes as applicable.
For Sanctioned Limits above Rs 5 Cr : Rs.12,000/- plus taxes as applicable
407(For the customers having multiple locations, stock audit charges to paid per
number of visits at each factory, office, godown etc.)
Conversion Charges (For @ 0.25% plus taxes as applicable on loan outstanding in case of Term loan
revising rate of interest) and on sanctioned amount for other Working Capital Facility (e.g. Cash
Credit / Overdraft etc.) or Rs. 5, 000 plus taxes as applicable, whichever is
higher.
Cersai Charges for Rs 100/- per Collateral security for each creation/ modification of charges
creation / modification of
security interest on
collateral securities
Principal Terms of borrowings availed by Subsidiary:
Other-Covenants Description
Interest Servicing In case of a CC/OD facility, last day of every month.
Interest to be serviced within 3 days even if the utilization is within the
sanctioned limits.
Penal Interest levy The Borrower hereby agrees that interest @ 18.00% p.a. shall be charged on
the temporary overdrawn limit (TOD).
The Borrower further agrees that penal charges @ 0.075% fortnightly will be
charged on the delay/default/breach on any terms and conditions of the
Sanction Letter/Facility Agreement.
Commitment Charges Charged @ 0.50% p.a. on quarterly basis, on the entire unutilized portion, if
average utilization is less than 60%. <Only for CC/OD facility>
Service Charges - for Rs. 500 for every physical stock statement collected or submitted
processing Physical Stock
Statement
Stock Audit Charges For Sanctioned Limits upto Rs. 5 Cr : Rs.8,000/- plus taxes as applicable.
For Sanctioned Limits above Rs 5 Cr : Rs.12,000/- plus taxes as applicable
(For the customers having multiple locations, stock audit charges to paid per
number of visits at each factory, office, godown etc.)
Conversion Charges (For @ 0.25% plus taxes as applicable on loan outstanding in case of Term loan and
revising rate of interest) on sanctioned amount for other Working Capital Facility (e.g. Cash Credit /
Overdraft etc.) or Rs. 5, 000 plus taxes as applicable, whichever is higher.
Cersai Charges for Rs 100/- per Collateral security for each creation/ modification of charges
creation / modification of
security interest on
collateral securities
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 22, 2025.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
408MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey the management’s perspective on our financial condition and
results of operations for Fiscals 2025, 2024 and 2023. This discussion and analysis are based on, and should be
read in conjunction with, our Restated Financial Information (including the schedules, notes and significant
accounting policies thereto) included in the section titled “Restated Financial Information” beginning on page
300.
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 on March 31 of that particular year. All
references to a year are to that Financial Year, unless otherwise noted.
Our Restated Financial Information have been derived from our audited financial statements for Fiscal 2025,
Fiscal 2024 and Fiscal 2023, and restated in accordance with the SEBI ICDR Regulations and the Guidance
Notes issued by the ICAI. Our Restated Financial Restated Financial Information is prepared in accordance with
Ind AS, notified under the Companies (Indian Accounting Standards) Rules, 2015, and read with Section 133 of
the Companies Act, 2013. Ind AS differs in certain material respects from Indian GAAP, IFRS and U.S. GAAP.
Accordingly, the degree to which the financial statements prepared in accordance with Ind AS included in this
Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of
familiarity with Ind AS accounting policies. We have not attempted to quantify the impact of IFRS or U.S. GAAP
on the financial information included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of
our financial information to IFRS or U.S. GAAP. Any reliance by persons not familiar with Ind AS accounting
policies on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited.
Please also see “Risk Factors - External risk factors – Significant differences exist between Ind AS and other
accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider
material to their assessment of our financial condition” on page 77.
Unless otherwise indicated or the context otherwise requires, the financial information included herein is derived
from the Restated Financial Information for Fiscal 2025, Fiscal 2024, and Fiscal 2023, included in this Draft
Red Herring Prospectus. For further information, see “Restated Financial Information” beginning on page 300.
Please refer to “Definitions and Abbreviations” beginning on page 2 for certain terms used in this section.
We have included various operational and financial performance indicators in this Draft Red Herring Prospectus,
many of which may not be derived from our Restated Financial Information or otherwise be subject to an
examination, audit or review by our auditors or any other expert. The manner in which such operational and
financial performance indicators are calculated and presented and the assumptions and estimates used in such
calculations, may vary from that used by other companies in India and other jurisdictions. Investors are
accordingly cautioned against placing undue reliance on such information in making an investment decision and
should consult their own advisors and evaluate such information in the context of the Restated Financial
Information and other information relating to our business and operations included in this Draft Red Herring
Prospectus.
Some of the information in the following discussion, including information with respect to our plans and strategies,
contains forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 25 for a discussion of the risks and uncertainties related to those statements. Our actual
results may differ materially from those expressed in or implied by these forward-looking statements. Also read
“Risk Factors”, “Objects of the offer”, and “Our Business” beginning on pages 39, 118, and 206 respectively
for a discussion of certain factors that may affect our business, financial condition, or results of operations.
Unless otherwise stated, a reference to “Company” or “Our Company” in this section is a reference to APPL
Containers Limited, on a standalone basis. Accordingly, unless stated otherwise, all financial and operational
statistics for Fiscal 2025, Fiscal 2024, and Fiscal 2023 are presented on a standalone basis, while any reference
409to “we” “our” or “us” in this section refers to APPL Containers Limited and its Subsidiary on a consolidated
basis.
We have acquired 100% of the equity capital of Aawadkrupa Plastomech Private Limited on August 14, 2025.
Thus, we have also included in this Draft Red Herring Prospectus, the Proforma Financial Statements as of and
for the year ended March 31, 2025 and March 31, 2024, to illustrate the impact of our acquisition of Aawadkrupa
Plastomech Private Limited on our restated summary statement of profit and loss for the year ended March 31,
2025, as if the acquisition of Aawadkrupa Plastomech Private Limited had been completed on April 1, 2023. For
further details, see “Financial Information –Proforma Financial Statements” and “Risk Factors 19 – Proforma
Financial Statements included in this Draft Red Herring Prospectus is presented for illustrative purposes only
and may not accurately reflect our future financial condition, cash flows and results of operations” on pages 382
and 54, respectively.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry
report titled “Global and India Shipping Industry” dated September 19, 2025 (the “ICRA Report”) prepared and
issued by ICRA Analytics Limited, appointed by our company on May 12, 2025 and exclusively commissioned and
paid by our Company in connection with the Offer. ICRA Analytics Limited is not related to our Company. The
data included in this section includes extract from the ICRA Report and may have been re-ordered by us for the
purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Offer)
that have been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and
other related information derived from the ICRA Report and included herein with respect to any particular year
refers to such information for the relevant calendar year. A copy of the ICRA Report is available on the website
of our Company from the date of the Draft Red Herring Prospectus until the Bid/Offer Closing Date. For further
details and risks in relation to the commissioned report, see “Risk Factors No. 47 – Certain sections of this Draft
Red Herring Prospectus disclose information from the ICRA Report, which has been commissioned and paid for
by us exclusively in connection with the offer, and any reliance on such information for making an investment
decision in the Offer is subject to inherent risks.” on page 66. Also see, “Certain Conventions, Presentation of
Financial, Industry and Market Data and Currency of Presentation –Industry and Market Data” on page 22.
OVERVIEW OF OUR BUSINESS
We are a manufacturing company with a primary focus on container manufacturing, operating through our
manufacturing facility located at Bhavnagar, Gujarat. In addition to our core manufacturing operations, we have
recently introduced container leasing services in Fiscal 2026, offering flexible leasing options designed to meet
the diverse requirements of clients. Further, through our wholly owned subsidiary, Aawadkrupa Plastomech
Private Limited, (acquired on August 14, 2025), we are also engaged in the design and manufacturing of plastic
extrusion plants and rope making machinery.
Under the “Make in India” initiative, the government aims to promote domestic container manufacturing, with a
dedicated production cluster established in Bhavnagar, Gujarat (Source: ICRA Report). In line with this, our
Company was incorporated in 2021. Our Company’s manufacturing facility at Bhavnagar is spread over
59,115.09 sq. mt. of land area and the manufacturing facility is capable of manufacturing up to 15,000 containers
annually, reflecting our strong operational capabilities. Our Company has cumulatively produced 13,101
containers (basis job work & direct orders) since incorporation up to March 31, 2025 and as of August 31, 2025,
our Company has an order book of 802 containers in hand valuing approximately ₹ 2834.27 lakhs and a service
order book for 170 containers. For details of our order book, see “Objects of the Offer – Details of the Objects of
the Offer” at page 120.
Manufacturing facilities of our Company and our Subsidiary are adjacent to each other, offering significant
advantages such as streamlined logistics, reduced transportation costs, and enhanced operational efficiency.
Our Company generates revenue from both domestic and export markets, with the majority of our revenue
historically derived from domestic operations. While our presence in international markets is currently very
410limited, we have commenced exports in Fiscal 2025, marking the beginning of our efforts to expand our
geographical footprint beyond India.
Our Company markets and sell products under the name ‘APPL Containers’. Since inception, our Company has
established itself as a reliable and quality-driven manufacturer, supporting the Government of India’s 'Make in
India' initiative by providing an alternative to imported containers. We focus on value engineering and cost
optimisation in machining and automation to increase production efficiency. We have automated certain processes
such as welding and sheet cutting in our manufacturing lines to reduce manpower costs and increase productivity.
As on the date of this Draft Red Herring Prospectus, our Company has 16 robots installed in its manufacturing
facility. We follow stringent quality control protocols and adhere to international standards in container
fabrication.
Our Company is guided by the leadership of its promoters, Hasmukhbhai Meghjibhai Viradiya and Vallabhbhai
Meghjibhai Viradiya, each of them having over 20 years of experience in strategic planning, procurement,
operations, production and quality control. Their clear strategic vision has enabled the business to seize
opportunities both domestically and internationally. With a vision aligned to the Government of India’s “Make in
India” initiative, our leadership has prioritized building a manufacturing ecosystem for shipping containers. Under
their guidance, our Company has set up a facility at Bhavnagar Gujarat. We are also led by a professional and
experienced senior management team.
Our Company and our Promoters have been recognized with several esteemed awards, including the Certificate
of Appreciation by Ministry of Finance, Government of India (2024-25), Greater Business Icon Award by Greater
Rajkot Chamber of Commerce & Industries (2024), the Facilitation Certificate by Office of the Collector and
District Magistrate, Bhavnagar and the Certificate of Appreciation by Saurashtra Chamber of Commerce and
Industry.
For details in relation to the overview of our business, please see “Our Business” beginning on page 207.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR
In the opinion of our Board of Directors, except for the below mentioned, no such circumstances have arisen since
the date of the last financial statements as disclosed in this Draft Red Herring Prospectus that may materially and
adversely affect or are likely to affect our business activities or profitability of our Company or value of assets or
ability to pay liabilities within the next twelve months:
1) Our Company has acquired “Aawadkrupa Plastomech Private Limited” as a wholly owned Subsidiary
on August 14,2025. Backed by over 20 years of experience, our Subsidiary is in the business of design
and manufacturing of plastic extrusion plants and rope making machinery.
2) Our Company has diversified into the container leasing business. We have secured first lease order for
100 units of 20-feet, High Cube 36-ton capacity containers, thereby diversifying the business operations
and expanding the service offerings.
3) Our Company has purchased the land along with industrial construction, on which its Registered Office
and Manufacturing Facility are operating, under Sale Deed dated June 23,2025. The said land and
building are located at Survey No. 131-B, 132, 132P1, Near Khodiyar mandir, Bhavnagar-Rajkot
Highway, Shampara (Khodiyar), Shampara, Vartej, Bhavnagar-364060, Gujarat, India. Earlier, it was
owned by Promoters, Hasmukhbhai Meghjibhai Viradiya and Vallabhbhai Meghjibhai Viradiya.
4) Company has raised additional funds by way of issuance of Equity Shares to Promoters and non-
promoters by way of private placement. Issuance of Equity Shares has been made in two tranches, first
tranche in June 14,2025 of 1,06,630 Equity Shares to non-promoters and second tranche in July 24,2025
of 1,39,084 Equity Shares to Promoters.
4115) Further, allotment of bonus issue of Equity Shares made by our Company in the ratio of 4 new Equity
Share(s) for every 1 Equity Share(s) held by the Shareholders on August 25,2025. Total of 1,09,82,856
Equity Shares are issued under bonus issue.
6) Company has made additional capital expenditure for acquisition of new plant and machinery.
7) Our Company’s production facility was temporarily kept on hold for a period of approximately 2.5
months from April 15, 2025 due to planned maintenance activity undertaken for our entire
Manufacturing Facility. The temporary suspension of our production activities resulted in reduced
manufacturing output, which in turn led to a decline in revenue during that period.
SIGNIFICANT FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATIONS
Our financial condition and results of operations are affected by a number of factors, including:
Sustained demand amid macro-economic conditions
Our products cater to various industries that form the basis of any economy and lay the foundation for the growth
of any economy. The multi-modal logistics industry, the warehousing industry, the transportation industry and the
shipping industry are the prominent buyers of our products. The sustainability of demand for our products is
dependent on the growth of our buyer industries. Hence, our results of operation are influenced by various
industry-specific and macroeconomic factors impacting the industries we serve, including overall demand trends,
price fluctuations, changes in trade policies, interest rates and currency exchange rates, etc. Broader economic
conditions, such as inflation, infrastructure developments, and industrial growth, also play a vital role in shaping
the demand patterns of our products. Additionally, regulatory developments and shifts in technology or market
preferences may affect product demand, input costs, or competitive dynamics, thereby impacting our financial
performance.
The demand for our product is directly related to the growth of our buyer industries, which in turn is directly tied
to the demand and supply metrics of the End-Use Industry of any economy. Such demand and supply metrics may
be formed from different sectors of the economy, like FMCG, Industrial goods, E-commerce, Infrastructure,
Textiles, Oil and Gas, Pharmaceuticals, Food and Beverage, Automotive, Electronics and Electricals, Chemicals,
Export and Import, etc.
India's real Gross Domestic Product (GDP) for Fiscal 2025 is projected to grow by 6.5%, according to the Second
Advance Estimates released by the National Statistical Office (NSO) in February 2025. India’s real GDP
registered 9.2% growth in Fiscal 2024, against 7.6% in Fiscal 2023, making Fiscal 2024 the 3rd year of real GDP
growth of 7% or above. (Source: ICRA Report). This strong growth, supported by local spending, public
investment, and fresh capital formation, has created good conditions for the container shipping and manufacturing
industry in India.
On the back of increased domestic consumption and rising purchasing power, the boost in the end-use industries
in India has given momentum to container demand and manufacturing. India's focus on infrastructure-led growth
(roads, ports, logistics parks, DFCs) is spurring higher domestic containerised movement, especially for intra-
country supply chains (e.g., FMCG, retail, food processing).The trajectory of global container trade is closely
correlated with GDP growth patterns i.e. slower global growth leads to a decline in international containerised
trade, especially in capital-intensive and discretionary consumption goods, which is further affected by
protectionist policies and weak sentiments, causing a reduction in order volumes, slow vessel deployment, and
dampening the demand for new container manufacturing. On the other hand, India's relatively strong domestic
growth is expected to offset some of the global headwinds, making the country a key demand centre for
containerised imports and exports. (Source: ICRA Report)
412As per the ICRA Report, the global shipping container market reached a value of US$ 20.1 billion in CY2024,
having grown at a CAGR of 0.6% during CY2019–CY2024. Looking ahead, the market is projected to expand at
a significantly higher CAGR of 6.8% during CY2025–CY2033, reaching an estimated value of US$ 37.4 billion
by CY2033. This growth is underpinned by structural factors such as the rising adoption of alternative fuels and
energy-efficient shipping technologies, and continuous investment in port and logistics infrastructure across
developing and developed economies.
India, too, is witnessing a strong uptick in container demand. The Indian shipping container market reached a
value of US$ 361.6 million in FY2024 and is expected to grow at a CAGR of 9.3% from FY2026 to FY2034,
reaching US$ 881.5 million by FY2034. The market has benefitted from the Government of India’s increasing
focus on Atmanirbhar Bharat (self-reliant India), infrastructure development, and recent initiatives aimed at
strengthening domestic container manufacturing capacity.
Thus, India is emerging as an alternative container manufacturing hub, with increasing attention toward
Atmanirbhar Bharat-led policies to localise container production. Given our Company’s proven manufacturing
capabilities, quality benchmarks, and ability to scale, our Company is well positioned to capitalize on both the
global and domestic growth trajectories of the container shipping market.
Scalable Operations and Manufacturing Efficiency
Scalable operations and manufacturing efficiency are key to growing a business while maintaining high
productivity and controlling costs. Scalable operations refer to the ability of a manufacturing system to increase
output proportionally as demand grows without sacrificing quality or causing significant increases in costs. A
scalable operation can handle more production volume smoothly by adding resources or equipment as needed
without major disruptions. Manufacturing efficiency focuses on producing the maximum number of quality
products using the least amount of time, energy, and materials, while minimising waste.
Together, scalable operations and efficient manufacturing enable companies to meet increasing market demand,
reduce costs, improve product quality, and sustain profitability. Manufacturing processes of our Company is
designed for scalability, allowing the Company to increase production capacity in response to growing market
demand. Starting with the manufacturing of 20ft ISO standard shipping containers in the Fiscal 2023, the
Company expanded its product range to include specialised containers such as lashing bin containers in the Fiscal
2025. 20ft diagonal door container, 20ft centre door container, Open top container and both end open containers
form part of our product offering available for future manufacture and supply. Our Company has also developed
prototypes of 40ft coil container, cement tank container and Battery Energy Storage Systems (BESS) Container.
By leveraging automation, lean manufacturing techniques, and efficient production planning, our Company is
able to reduce operational costs while enhancing productivity. This operational efficiency not only supports
margin expansion but also enables the Company to maintain consistent product quality at scale.
We plan our production based on current customer orders to ensure production and delivery schedules are met, to
maintain production volumes at levels that ensure cost efficiency. Any changes in our manufacturing capacity,
along with our rate of utilisation of such capacity, will affect the volume of products we are able to sell, which
may cause disruptions in production, which, in turn, affects our revenue from sales and has a significant impact
on our results of operations.
Cost and availability of raw materials and stores and spares
We procure our raw materials, both from the domestic market and the international market, depending on the price
and availability of raw materials. Our expenses towards the purchase of raw materials and stores and spares for
413the Fiscal 2025, 2024, 2023 were ₹ 1,583.75 Lakhs, ₹ 257.31 Lakhs, and ₹ 18.71 Lakhs comprising 51.38%,
13.04% and 9.03 of our total expenses, respectively.
Our cost of materials consumed is generally driven by our manufacturing volumes, specifications of products
manufactured, mix of raw materials used while manufacturing our products, the prices of raw materials and
manufacturing efficiency. We undertake procurement of raw materials from both domestic and international
sources based on factors including but not limited to quality, pricing and market availability. Our primary raw
materials are corten steel, stainless steel and plywood. While corten steel is procured majorly from the domestic
market, raw materials such as hinge blade, hinge pin, hinge lug, gasket retainer, lashing ring, side panel, sealant,
etc, are procured from outside India. Front lashing bar, rear lashing bar, door holder ring, door holder rope, side
panel, roof panel, front panel, door panel, door member, bottom side rail, front corner post, etc, are manufactured
in-house.
The prices of steel are influenced by several factors, including the cost of raw materials like iron ore and coal,
demand and supply dynamics, government policies, global market trends, and energy costs. Whereas demand and
supply dynamics play a crucial role in determining the steel prices, the government policies, including tariffs,
taxes and regulations on mining and production, can significantly impact steel prices. Additionally, steel is a
material that is used globally, and there is a huge volume of import and export that goes on. With transactions
happening between multiple countries, fluctuations in exchange rates can significantly impact the price of steel in
the market. Besides, energy and power are an integral part of the production process, and any fluctuation in prices
may impact the price of steel.
Our Company in some cases enters into contracts with raw material suppliers, however the prices of the raw
material are finalised as per market conditions. For instance, we have entered into an arrangement for the
procurement of corten steel and allied items. These contracts not only offer us the quantity assurance but as a
container manufacturing company, we are able to place larger orders and negotiate the prices for the raw materials
which help us to manufacture and sell our products at a competitive price as compared to our peers in India.
The table set forth below lists out the brief details of imports of raw materials made by our Company in the past
three years:
(₹ in Lakhs except for percentages)
Country Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of total Amount % of total Amount % of total
raw raw raw
material material material
purchases purchases purchases
China 313.83 21.70% - - - -
Total Imports 313.83 21.70% - - - -
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
Domestic purchase of Raw Material and stores and spares
Our Company also purchases raw materials from domestic suppliers, depending on the needs and availability of
raw materials and stores and spares. The table set forth below lists out the brief details of raw materials purchased
and stores and spares from domestic suppliers.
(₹ in Lakhs except for percentages)
Fiscal 2025 Fiscal 2024 Fiscal 2023
State/Supplier Name % of total % of total % of total
Amount Amount Amount
purchases purchases purchases
Gujarat 1,000.45 63.17% 228.16 88.67% 15.25 81.50%
414Haryana 94.64 5.98% 2.91 1.13% - -
Maharashtra 66.67 4.21% 11.83 4.60% 3.46 18.50%
Karnataka 53.96 3.41% - - - -
Chhattisgarh 37.69 2.38% - - - -
Others 16.52 1.04% 14.41 5.60% - -
Total Domestic
1,269.92 80.18% 257.31 100.00% 18.71 100.00%
Purchases
Imports
China 313.83 19.82% - - - -
Total Imports 313.83 19.82% - - - -
Total Purchases 1,583.75 100.00% 257.31 100.00% 18.71 100.00%
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 21, 2025.
Customization and Product Flexibility
Our Company positions itself by offering tailor-made and specialized container solutions designed as per their
specific requirements and technical specifications. We have the capability to design and manufacture specialized
containers, including insulated, modified, and Battery Energy Storage System (BESS) containers, which enables
us to address niche and emerging applications.
By providing customised solutions on demand, our Company meets immediate customer requirements while
establishing long-term relationships, encouraging customers to return to us for their future container needs across
different categories. In addition, our capabilities in both specialised and standardised container manufacturing
enable us to cater to mass orders while retaining the flexibility to deliver unique customer specifications. This
entire approach is intended to build recurring relationships with customers and attract repeat orders for their mass
standardised container requirements. Till date, our Company has manufactured and sold 7 specialised containers
in the category of lashing bin containers.
Technological Innovation and Product Advancement
Our Company continuously invests in technology to enhance both product features and manufacturing efficiency.
Our manufacturing processes incorporate automation, quality control systems, and precision-based assembly
techniques that ensure consistency and reliability across product batches. These operational efficiencies contribute
to reduced material wastage and greater cost-effectiveness in production.
Our Company is adopting design features that enable the integration of technology tools such as GPS-based
tracking systems having feature like monitoring cargo requirements through ambit temperature alerts. These
features enhance container traceability and allow for better monitoring of asset health, particularly for customers
engaged in high-volume, multi-modal logistics operations. By combining product advancement with technical
responsiveness, our Company has built a reputation for delivering solutions that meet the evolving needs of our
end customers.
In addition, our Company’s product development initiatives focus on the use of lightweight, high-strength
materials that optimize load-bearing capacity without compromising on structural integrity. This supports
improved handling, reduced wear and tear, and greater operational flexibility for end users. These innovations are
developed in close coordination with customer requirements and reflect our Company’s focus on precision-
engineered, application-specific container solutions.
415By combining product innovation with technical responsiveness and quality assurance, our Company has built a
reputation for delivering solutions that meet the evolving needs of logistics, infrastructure, and export-oriented
industries.
PRESENTATION OF FINANCIAL INFORMATION
The restated statement of assets and liabilities of the Company as at March 31, 2025, March 31, 2024 and March
31, 2023, the restated statement of profit and loss (including other comprehensive income), the restated statement
of changes in equity and the restated statement of cash flows for each of the years ended March 31, 2025, March
31, 2024 and March 31, 2023, and other financial information (together referred as 'Restated Financial
Information') has been prepared under Indian Accounting Standards ('Ind AS') notified under Section 133 of the
Companies Act, 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules, 2015 as amended
and other relevant provisions of the Act, to the extent applicable.
The Restated Financial Information has been prepared by the management in connection with the proposed listing
of equity shares of the Company by way of Initial Public Offering ("IPO"), to be filed by the Company with the
Securities and Exchange Board of India, Registrar of Companies, Ahmedabad (“RoC”) and the concerned Stock
Exchange in accordance with the requirements of:
i Section 26 of part I of Chapter III of the Companies Act, 2013, as amended ("the Act");
ii The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended ("the SEBI ICDR Regulations") issued by the Securities and Exchange Board of India ("SEBI'') from
time to time;
iii Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India ('ICAI')
The accounting policies, as set out in “Restated Financial Information”, have been consistently applied, by the
Company, to all the periods presented in the said Financial Statements.
The preparation of the said Financial Statements requires the use of certain critical accounting estimates and
judgements. It also requires the management to exercise judgement in the process of applying the Company’s
accounting policies. The areas where estimates are significant to the Financial Statements, or areas involving a
higher degree of judgement or complexity, are disclosed in Note to Restated Financial Information.
The Financial Statements are based on the classification provisions contained in Ind AS 1, ‘Presentation of
Financial Statements’ and division II of Schedule III of the Companies Act 2013.
Further, for the purpose of clarity, various items are aggregated in the statement of profit and loss and balance
sheet. Nonetheless, these items are dis-aggregated separately in the notes to the Financial Statements, where
applicable or required. All the amounts included in the Financial Statements have been rounded off to the nearest
Lakhs upto two decimals, as required by General Instructions for preparation of Financial Statements in Division
II of Schedule III to the Companies Act, 2013, except per share data and unless stated otherwise.
The Restated Financial Information of the Company have been prepared to comply in all material respects with
the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules,
2015 as amended, presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS
compliant Schedule III), as applicable to the financial statements and other The Restated Financial Information
have been compiled by the Management from:
A. The audited Ind AS Financial Information of the Company as at and for the year ended March 31, 2025
prepared in accordance with Ind AS notified under section 133 of the Companies Act, 2013 read together
with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies
416(Indian Accounting Standards) Amendment Rules, 2016 issued and March 31, 2024 (“Audited Financial
Statements”) and March 31, 2023 (“Audited Financial Statements”), which have been approved by the Board
of Directors at their meeting held on September 13, 2025 and September 05, 2024 and September 05, 2023
respectively.
B. The audited special purpose Ind AS Financial Information of the Company as at and for the year ended
March 31, 2025 (“Special Purpose Ind AS Financial Statements”) prepared in accordance with Ind AS
notified under section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment
Rules, 2016 issued, which have been approved by the Board of Directors at their meeting held on September
18, 2025.
For the purpose of the Special Purpose Ind AS Financial Statements of the Company as at and for the year ended
March 31, 2025, the transition date is considered as April 01, 2022 which is different from the transition date
adopted by the Company at the time of first time transition to Ind AS ( i.e. April 01, 2023) for the purpose of
Statutory Ind AS Financial Statements as required under Companies Act, 2013 , as amended. Accordingly, the
Company has applied the accounting policy choices (both mandatory exceptions and optional exemptions availed
as per Ind AS 101) as on April 01, 2022 for these Special Purpose Ind AS Financial Statements, as initially adopted
on transition date i.e. April 01, 2022.
As such, the financial statements for the year ended March 31, 2025 are Special Purpose Ind AS Financial
Statements of the Company prepared considering the accounting principles stated in Ind AS, as adopted by the
Company and described in subsequent paragraphs. These Special Purpose Ind AS Financial Statements have been
prepared for preparation of Restated Financial Information for inclusion in as such, these Special Purpose Ind AS
Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated
Financial Information and are also not financial statements prepared pursuant to any requirements under section
129 of the Companies Act, 2013, as amended. Further, since the statutory date of transition to Ind AS is April 01,
2023, and these Special Purpose Ind AS Financial Statements have been prepared considering a transition date
April 01, 2022, the closing balances of items included in the Balance Sheet as at March 31, 2023 may be different
from the balances considered on the statutory date of transition to Ind AS on April 01, 2023, due to such early
application of Ind AS principles with effect from April 01, 2022 as compared to the date of statutory transition.
The Restated Financial Information has been compiled by the Company from the Audited Financial Statements
and Special Purpose Ind AS Financial Information of the Company and:
a. have been made after incorporating adjustments for the changes in accounting policies, if any, retrospectively
irrespective financial years to reflect the same accounting treatment as per changed accounting policies for all the
reporting periods;
b. have been made after incorporating adjustments for the material amounts in the respective financial years to
which they relate;
c. adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order
to bring them in line with the groupings as per financial statements of the Company as at and for the year ended
March 31, 2025 prepared under Ind AS and the requirements of the SEBI Regulations, and
d. the resultant tax impact on above adjustments has been appropriately adjusted in deferred taxes in the respective
years to which they relate.
The Restated Financial Information have been approved by the Board of Directors on September 18, 2025.
NON-GAAP MEASURES AND KEY PERFORMANCE INDICATORS
In addition to our financial results determined in accordance with Ind AS, we consider and use those certain non-
GAAP financial measures and key performance indicators that are presented below as supplemental measures to
review and assess our operating performance. Our management does not consider these non-GAAP financial
417measures and key performance indicators in isolation or as an alternative to the Restated Financial Information.
We believe that the presentation of these non-GAAP financial measures, when read in conjunction with our
Company's Restated Financial Information, provides investors with a more complete understanding of our
Company’s operational performance. The non-GAAP financial measures and key performance indicators have
limitations as analytical tools and may not be comparable to similarly titled measures presented by other
companies.
Non-GAAP financial information is not recognized under Ind AS and do not have standardized meanings
prescribed by Ind AS. In addition, non-GAAP financial measures and key performance indicators used by us may
differ from similarly titled non-GAAP measures used by other companies. The principal limitation of these non-
GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to be
recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations
as they reflect the exercise of judgment by management about which expenses and income are excluded or
included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-
GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS.
Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP
financial measures to their most directly comparable Ind AS financial measures included below and to not rely on
any single financial measure to evaluate our business. Other companies may calculate non-GAAP metrics
differently from the way we calculate these metrics.
Reconciliation of the following non-GAAP financial measures included in this Draft Red Herring Prospectus is
set out below for the periods indicated:
EBITDA and EBITDA Margin:
The following table sets forth our earnings before interest, taxes, depreciation and amortization expenses less
other income (“EBITDA”), and EBITDA Margin, including a reconciliation of each such financial measure to the
Restated Financial Information, for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
(In ₹ lakhs, except percentages)
For the year ended March 31,
Particulars
2025 2024 2023
Profit/ (loss) for the period (A) 3,282.54 1,738.77 208.34
Add:
Total Tax Expense (B) 683.43 355.85 39.02
Profit before tax (C = A+B) 3,965.97 2,094.63 247.36
Add:
Finance Cost (D) 179.50 104.98 11.13
Depreciation and amortization
474.78 362.59 31.42
expenses (E)
Less:
Other Income (F) 146.10 28.81 1.62
(EBITDA) (G= C+D+E-F) 4,474.15 2,533.39 288.29
Revenue from operations (H) 6,902.56 4,039.44 452.84
EBITDA Margin (%) (I=G/H) 64.82% 62.72% 63.66%
Our revenue from operations for the year has increased from ₹452.84 lakhs in the Fiscal 2023 to ₹6,902.56 lakhs
in the Fiscal 2025, representing CAGR of 290.42%. Our EBITDA has increased at a CAGR of 293.95% from ₹
288.29 lakhs in the Fiscal 2023 to ₹4,474.15 lakhs in the Fiscal 2025. Our EBITDA Margins for the Fiscal 2025,
Fiscal 2024 and Fiscal 2023 were 64.82%, 62.72% and 63.66% respectively. The growth in revenue from
operations was led by scale-up in operations, wider customer coverage, and higher volumes, supported by ongoing
execution and capacity availability. EBITDA Margin stayed consistent due to operating leverage and cost
efficiency,
418Net profit / (loss) for the period / year to Return on Net Worth
For the year ended March 31, (In Lakhs)
Particulars
2025 2024 2023
Net Profit/(Loss)for the period (₹) (A) 3,282.54 1,738.77 208.34
Net worth (₹) (B) 5,483.54 2,199.12 457.92
Return on Net Worth (RoNW) (%) (C=A/B) 59.86% 79.07% 45.50%
Return on Net Asset Value per Equity Share
For the year ended March 31
Particulars
2025 2024 2023
Total Equity (₹ in lakhs) (A) 5,483.54 2,199.12 457.92
Number of shares outstanding (Nos) (B) 1,25,00,000 1,25,00,000 63,19,178
NAV per Equity Share (₹) (C=A/B) 43.87 17.59 7.25
Source: Restated Financial Information
The following tables set forth certain key performance indicators for the periods indicated based on the Restated
Financial Statements:
Financial KPIs as per Restated Financial Information
For the Year ended on March 31
Particulars
2025 2024 2023
Revenue from Operations (1) (₹ in
Lakhs) 6902.56 4039.44 452.84
Growth in Revenue from Operations (2)
(%) 70.88% 792.02% -
Gross Profit (3) (₹ in Lakhs) 5897.84 3782.13 434.13
Gross Profit Margin (4) (%) 85.44% 93.63% 95.87%
EBITDA (5) (₹ in Lakhs) 4474.15 2533.39 288.29
EBITDA Margin (6) (%) 64.82% 62.72% 63.66%
Profit After Tax (7) (₹ in Lakhs) 3282.54 1738.77 208.34
PAT Margin (8) (%) 46.57% 42.74% 45.84%
RoE (9) (%) 85.45% 130.88% 88.19%
RoCE (10)(23) (%) 55.66% 52.08% 26.30%
Net Fixed Asset Turnover (11) (In
Times) 1.97 1.18 0.62
Net Working Capital Days (12) 170.46 58.46 125.95
Operating Cash Flows (13) (₹ in Lakhs) 3373.46 2309.86 2.62
Debt/Equity (14) 0.36 0.92 1.15
Earnings per Share (Basic & Diluted)
Basic (15) 26.26 13.91 3.30
Diluted (16) 26.26 13.91 3.30
Operating Cash Flows before Working
Capital Changes (17) (₹ in Lakhs) 4553.21 2551.14 293.40
Current Ratio (18) 4.05 1.81 1.98
NAV per Equity Share (19) 43.87 17.59 7.25
Net Worth (20) (₹ in Lakhs) 5483.54 2199.12 457.92
Return on Net Worth (21) (%) 59.86% 79.07% 45.50%
419For the Year ended on March 31
Particulars
2025 2024 2023
Net Debt/Equity (22) 0.34 0.88 1.14
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 20, 2025.
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial
Statements.
(2) Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the
relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of
the preceding period.
(3) Gross Profit is calculated as Revenue from Operations less Cost of Services, Changes in inventories of finished
goods, work-in-progress and stock-in-trade and Purchases of stock-in-trade.
(4) Gross Profit Margin (%) is calculated as Gross Profit divided by revenue from operations as appearing in
restated financial statements.
(5) EBITDA is calculated as profit for the period / year plus tax expenses (consisting of current tax and deferred
tax), finance costs and depreciation and amortisation expenses, less other income.
(6) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations.
(7) Profit After Tax Means profit for the period/year as appearing in the Restated Financial Statements.
(8) PAT Margin (%) is calculated as Profit for the year/period as a percentage of total income as appearing in
Restated Financial Statements.
(9) RoE (Return on Equity) (%) is calculated as profit for the period/year attributable to the parent divided by
Average Shareholder Equity attributable to the parent.
(10) RoCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes divided by capital
employed.
(11) Net Fixed Asset Turnover is calculated as revenue from operations divided by Total Fixed Assets which
consists of property, plant and equipment, capital work-in-progress and right-of-use asset.
(12) Net Working Capital Days is calculated by dividing revenue from operations by working capital i.e. (Current
Assets less Current Liabilities) multiplied by 365 days.
(13) Operating cash flows means net cash generated from operating activities as mentioned in the Restated
Financial Statements.
(14) Debt/Equity is calculated as total debt divided by total equity.
(15) Earnings per Share (Basic) is calculated as defined in Ind AS-33 issued by ICAI.
(16) Earnings per Share (Diluted) is calculated as defined in Ind AS-33 issued by ICAI.
(17) Operating Profit before Working Capital Changes means cash generated before change of working capital
adjustments.
(18) Current Ratio is calculated as current assets minus current liabilities.
(19) NAV per Equity Share is calculated as Equity attributable to equity holders of the parent divided by weighted
average number of shares outstanding at the end of period/year.
(20) Net Worth means Equity attributable to equity holders as mentioned in the Restated Financial Statements.
(21) Return on Net Worth is calculated as profit for the period/year attributable equity shareholders divided by
net worth.
(22) Net Debt/Equity is calculated as net debt (Debt less Cash & Cash Equivalents) divided by total equity.
(23) Capital employed is calculated as total equity plus borrowings.
SIGNIFICANT ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on the Restated Financial
Information. For details of significant accounting policies followed while preparing our financial statements, see
"Restated Financial Information" on page 300.
420KEY COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS
The following description provides information on the key components of our Restated Statement of Profit and
Loss for Fiscal 2025, Fiscal 2024 and Fiscal 2023 included in the Restated Financial Information:
Total Income
Total income comprises of (i) Revenue from Operations, and (ii) Other Income.
Revenue from Operations
Revenue from Operations comprises the sale of products, the sale of services, and other operating revenues.
Sale of products comprises sale of containers manufactured.
Sale of Services comprises of job work income is earned from manufacturing containers on job work for our
subsidiary.
Other Operating revenues comprises of foreign exchange fluctuation and duty drawback.
Other Income
Other Income primarily comprises (A) Interest Income, (B) Interest Income on Security Deposit and (C) Insurance
Claim Received.
Total Expenses
Total Expenses comprises of (A) Cost of Material Consumed, (B) Changes in Inventories of Finished Goods, and
Work-In-Progress, (C) Employee Benefits Expense, (D) Finance Cost, (E) Depreciation and Amortisation
Expense, and (F) Other Expenses.
Cost of material consumed
The cost of material consumed represents the sum of purchases of raw materials and stores and spares during the
year, plus the opening stock, and less the closing stock.
Changes in inventories of work-in-progress and finished goods
Changes in inventories of work-in-progress and finished goods refers to the difference in the value of our inventory
of work-in-progress and finished goods at the beginning and at the end of the Fiscal Year.
Employee Benefit Expense
Employee benefit expense comprises of (A) Salaries, wages, bonus, and other allowances, (B) Managerial
remuneration, (C) Staff welfare expenses, (D) Leave encashment expenses, and (E) Gratuity expenses.
Finance Cost
Finance cost comprises of (A) Interest expenses on loan from banks, (B) Interest expenses on Income Tax, (C)
Interest expenses on others and (D) Finance Charges on lease.
Depreciation and Amortisation Expenses
421Depreciation and Amortisation Expenses primarily comprises depreciation on property, plant, and equipment,
depreciation on right-of-use assets, and amortisation of intangible assets.
Other Expense
Other Expenses primarily includes (A) Contractor charges, (B) Crane expense, (C) Electricity expense, (D)
Commission charges, (E) Factory license fees, (F) Job work expenses, (G) Advertisement, (H) Professional fees,
(I) Rent, (J) Freight outward, (K) Exhibition charges, (L) Fair value loss/(gain) on investment through profit &
loss, (M) Miscellaneous expenses, (N) Finance brokerage, (O) Travelling expenses, (P) Packing expenses and (Q)
CSR expenditure.
Income Tax expense
Income Tax expense comprises of current tax and deferred tax.
RESULTS OF OPERATIONS
The following tables set forth our selected financial data from our restated statement of profit and loss for the
Fiscal 2025, Fiscal 2024, and Fiscal 2023, the components of which are expressed as a percentage of total income
for such years:
For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars As a As a As a
In ₹ percentage In ₹ percentage In ₹ percentage
Lakhs of total Lakhs of total Lakhs of total
income income income
Income
Revenue from Operations 6,902.56 97.93% 4,039.44 99.29% 452.84 99.64%
Other income 146.10 2.07% 28.81 0.71% 1.62 0.36%
Total income 7,048.66 100.00% 4068.25 100.00% 454.46 100.00%
Expenses
Cost of material consumed 1,121.07 15.90% 257.31 6.32% 18.71 4.12%
Changes in inventories of work-
(116.35) (1.65) % - - - -
in-progress and finished goods
Employee benefits expenses 253.06 3.59% 307.95 7.57% 14.43 3.18%
Finance cost 179.5 2.55% 104.98 2.58% 11.13 2.45%
Depreciation and Amortisation
474.78 6.74% 362.59 8.91% 31.42 6.91%
expenses
Other expenses 1,170.63 16.61% 940.79 23.13% 131.41 28.92%
Total Expenses 3,082.69 43.73% 1,973.62 48.51% 207.10 45.57%
Profit before tax 3,965.97 56.27% 2,094.63 51.49% 247.36 54.43%
Tax expenses 683.43 355.85 39.02
Current Income Tax 660.24 9.37% 316.1 7.77% 17.21 3.79%
Deferred tax 23.19 0.33% 38.51 0.95% 21.81 4.80%
Adjustment of Provision for Tax
0.00 0.00% 1.24 0.03% - -
of Earlier Years
422For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars As a As a As a
In ₹ percentage In ₹ percentage In ₹ percentage
Lakhs of total Lakhs of total Lakhs of total
income income income
Profit / (loss) for the period 3,282.54 46.57% 1,738.77 42.74% 208.34 45.84%
SUMMARY OF MAJOR ITEMS OF INCOME AND EXPENDITURE FOR THE LAST THREE YEARS
REVENUE FROM OPERATIONS
Bifurcation of Revenue from Operations into Sale of Products and Sale of Services is as below:
(in ₹ lakhs, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Sale of Products 947.36 22.10 -
Sale of Services (Job work charges) 5,953.99 4,017.34 452.84
Other operating revenue 1.21 - -
Revenue from operations 6,902.56 4,039.44 452.84
Sale of Products as % of revenue from operations 13.72% 0.55% 0.00%
Sale of Services as % of revenue from operations 86.26% 99.45% 100.00%
Other operating revenue as % of revenue from operations 0.02% - -
EXPENDITURE
Our major expenses comprise (A) Cost of materials consumed, (B) Employee benefits expense, (C) Finance cost,
(D) Depreciation and Amortisation expense and (E) Other expenses.
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
(In ₹ Lakhs) (In ₹ Lakhs) (In ₹ Lakhs)
Cost of Material Consumed 1,121.07 257.31 18.71
Changes in inventory (116.35) - -
Employee Benefits Expenses 253.06 307.95 14.43
Finance Cost 179.5 104.98 11.13
Depreciation and Amortisation Expenses 474.78 362.59 31.42
Other Expenses 1,170.63 940.79 131.41
Further Bifurcation of the Expenses:
Employee Benefit Expenses
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
(In ₹ Lakhs) (In ₹Lakhs) (In ₹ Lakhs)
Salaries, Wages, Bonus and Allowances 189.68 245.05 14.43
Managerial Remuneration 51.60 51.60 -
Others 11.77 11.30 -
Total 253.06 307.95 14.43
423Finance Cost
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
(In ₹ Lakhs) (In ₹Lakhs) (In ₹ Lakhs)
Interest Expenses - Loan from Banks 128.28 36.31 6.86
Finance charges on lease 44.62 65.17 2.62
Others 6.60 3.51 1.65
Total 179.50 104.98 11.13
Other Expenses
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars
(In Lakhs) (In Lakhs) (In Lakhs)
Contractor Charges 909.32 788.76 72.67
Electricity Expense 59.25 89.52 44.21
Professional fees 25.60 3.41 4.99
Exhibition Charges 35.99 3.00 -
Other 140.47 56.10 9.54
Total 1,170.63 940.79 131.41
APPLICABLE ACCOUNTING STANDARDS FOR RECORDING SALES AND REVENUES
The Company follows Ind AS 115 "Revenue from Contracts with Customers", which prescribes the core principle
to recognise revenue. For further details, please refer to "Restated Financial Information" beginning on page 300.
CHANGE IN ACCOUNTING POLICIES IN THE LAST THREE YEARS
There has been no change in our company's significant accounting policy in the last 3 Fiscals. For further details,
please refer to "Restated Financial Information" beginning on page 300.
FISCAL 2025 COMPARED TO FISCAL 2024
Total Income
Total Income comprises Revenue from Operations and Other Income. Our total income increased by 73.26% from
₹4,068.25 lakhs in the Fiscal 2024 to ₹7,048.66 lakhs in the Fiscal 2025, primarily driven by an increase in our
Revenue from Operations, due to the reasons discussed below:
Revenue from Operations:
Fiscal 2025 Fiscal 2024
Particulars Variance (In %)
(In ₹ Lakhs) (In ₹ Lakhs)
Sale of products 947.36 22.10 4,186.70 %
Sale of services (job work charges) 5,953.99 4,017.34 48.21%
Other operating revenues 1.21 - -
Total 6,902.56 4,039.44 70.88%
Our revenue from operations increased by 70.88% from ₹4,039.44 lakhs in the Fiscal 2024 to ₹6,902.56 lakhs in
the Fiscal 2025, primarily due to an increase in (i) sale of products by 4,186.70% from ₹22.10 lakhs in the Fiscal
2024 to ₹947.36 lakhs in the Fiscal 2025; (ii) sale of services by 48.21% from ₹4,017.34 lakhs in the Fiscal 2024
to ₹5,953.99 lakhs in the Fiscal 2025; and (iii) other operating revenues of ₹1.21 lakhs in the Fiscal 2025. The
424increase in Revenue from Operations in the Fiscal 2025 was due to supply of 7,343 containers in the Fiscal 2025
as compared to 5,250 containers in the Fiscal 2024.
Other Income:
Other Income increased by 407.12% from ₹ 28.81 Lakhs in the Fiscal 2024 to ₹ 146.10 Lakhs in the Fiscal 2025.
This was primarily due to an increase in interest income on loans from ₹ 13.68 Lakhs in the Fiscal 2024 to ₹
120.59 Lakhs in the Fiscal 2025. The outstanding loans at the end of the Fiscal 2025 was ₹ 2,486.69 Lakhs as
compared to ₹ 988.67 Lakhs at the end of the Fiscal 2024. The outstanding loans as at the end of the Fiscal 2025
have been fully repaid by the borrower in the next Fiscal 2026.
Total Expenses
Fiscal 2025 Fiscal 2024
Particulars Variance (In %)
(In ₹ Lakhs) (In ₹ Lakhs)
Cost of Material Consumed 1,121.07 257.31 335.69%
Change in Inventories of work in progress and
(116.35) - -
finished goods
Employee Benefits Expenses 253.06 307.95 (17.83) %
Finance Cost 179.5 104.98 70.98%
Depreciation and Amortization Expenses 474.78 362.59 30.94%
Other Expenses 1,170.63 940.79 24.43%
Total 3,082.69 1,973.62 56.19%
Total expenses increased by 56.19% from ₹ 1,973.62 Lakhs in the Fiscal 2024 to ₹ 3,082.69 Lakhs in the Fiscal
2025, primarily due to reasons as discussed below:
(i) Cost of material consumed: In the Fiscal 2025, there was sharp scale-up in Sale of Products, accordingly, Cost
of materials consumed increased by 335.69% from ₹ 257.31 Lakhs in Fiscal 2024 to ₹ 1,121.07 Lakhs in Fiscal
2025, primarily due to increase in manufacturing of containers so as to support our increased sales volumes.
(ii) Employee benefit expense: Employee benefit expense decreased by 17.82% from ₹ 307.95 Lakhs in Fiscal
2024 to ₹ 253.06 Lakhs in Fiscal 2025, primarily due to:
(a) Salaries, Wages, Bonus and Allowances declined by 22.60% from ₹ 245.05 lakhs in the Fiscal 2024 to
₹189.68 lakhs in the Fiscal 2025 due to automation of various manufacturing processes. This automation led
to the discontinuation of few existing workforces, resulting in savings in employee costs.
(b) Leave encashment expense declined by 99.56% to ₹0.01 lakh in the Fiscal 2025 from ₹ 2.28 lakhs in the
Fiscal 2024.
(c) Gratuity expenses increased by 11.75% from ₹9.02 lakhs in the Fiscal 2024 to ₹ 10.08 lakhs in the Fiscal
2025. The increase in expenses is mainly due to increase in number of completed years of service of existing
employees.
(iii) Finance costs: Finance costs increased by 70.98% from ₹ 104.98 Lakhs in the Fiscal 2024 to ₹ 179.50 Lakhs
in the Fiscal 2025, primarily because interest on loan from banks increased to ₹ 128.28 Lakhs in the Fiscal 2025
from ₹ 36.31 Lakhs in the Fiscal 2024 after additional borrowings sanctioned in the later part of the Fiscal 2024.
Therefore, during the Fiscal 2024 the interest was provided for the part of the year, however, the interest on these
loans has been calculated in the Fiscal 2025 for full financial year. Interest expense on Income Tax also increased
from ₹ 3.48 Lakhs in the Fiscal 2024 to ₹ 6.41 Lakhs in the Fiscal 2025, partly offset by a reduction in lease
finance charges to ₹ 44.62 Lakhs in the Fiscal 2025 from ₹65.17 Lakhs in the Fiscal 2024.
425(iv) Depreciation and amortisation expenses: Depreciation and amortisation expenses increased by 30.94% from
₹ 362.59 Lakhs in the Fiscal 2024 to ₹ 474.78 Lakhs in the Fiscal 2025. This increase was primarily due to addition
in the Property, plant and equipment during the later part of the Fiscal 2024. During the Fiscal 2024 the
depreciation was provided for the part of the year, however, the depreciation on these assets has been calculated
in the Fiscal 2025 for full financial year.
(v) Other expenses: Other expenses increased by 24.43 % from ₹ 940.79 Lakhs in the Fiscal 2024 to ₹ 1,170.63
Lakhs in the Fiscal 2025, primarily due to the following:
(a) increase in contractor charges by 15.28% to ₹ 909.32 lakhs in the Fiscal 2025 from ₹ 788.76 lakhs in the
Fiscal 2024, due to increase in scale of operations;
(b) increase in advertisement expenses, exhibition expenses and travelling expenses to ₹ 44.38 lakhs in the Fiscal
2025 from ₹ 4.28 lakhs in the Fiscal 2024, is due to participation in key industry fairs and buyer-seller meets
to showcase products and to improve brand recall and visibility with enterprise buyers and channel partners;
(c) increase in professional fees from ₹ 3.41 lakhs in the Fiscal 2024 to ₹ 25.60 lakhs in the Fiscal 2025 mainly
due to financial reporting advisory involving Ind AS restatement/audit support. These are largely one-time
event-driven costs tied to the proposed IPO;
(d) decrease in electricity expenses by 33.81% to ₹ 59.25 lakhs in the Fiscal 2025 from ₹89.52 lakhs in the Fiscal
2024 is on account of installation of in-house solar power plant in the Fiscal 2024.
(e) other expenses include Fair value loss/(gain) on Investment through profit & loss, CSR expenses, bank
charges, miscellaneous expenses, insurance, freight outward and other sundry expenses.
Profit before tax: Our profit before tax increased by 89.34% from ₹ 2,094.63 Lakhs in the Fiscal 2024 to ₹
3,965.97 lakhs in the Fiscal 2025, primarily due to various reasons discussed above.
Tax Expense: Total tax expense increased by 92.05% from ₹ 355.85 lakhs in the Fiscal 2024 to ₹ 683.43 lakhs in
the Fiscal 2025, primarily due to the following:
(a) Current Income Tax increased by 108.87% from ₹ 316.10 lakhs in the Fiscal 2024 to ₹ 660.24 lakhs in the
Fiscal 2025, primarily due to an increase in profit before tax from ₹ 2,094.63 Lakhs in the Fiscal 2024 to ₹
3,965.97 Lakhs in the Fiscal 2025.
(b) Deferred tax expense decreased by 39.78% from ₹ 38.51 Lakhs in the Fiscal 2024 to ₹ 23.19 Lakhs in the
Fiscal 2025.
Profit for the year: Our profit for the year increased by 88.78% from ₹ 1,738.77 lakhs in the Fiscal 2024 to ₹
3,282.54 lakhs in the Fiscal 2025, primarily due to various reasons discussed above.
FISCAL 2024 COMPARED TO FISCAL 2023
Total Income
Total Income comprises Revenue from Operations and Other Income. Our total income increased by 795.19%
from ₹ 454.46 Lakhs in the Fiscal 2023 to ₹4,068.25 lakhs in the Fiscal 2024, primarily driven by an increase in
our Revenue from Operations, due to the reasons discussed below:
Revenue from Operations
Fiscal 2024 Fiscal 2023
Particulars Variance (In %)
(In ₹ Lakhs) (In ₹ Lakhs)
Revenue from Sale of Products 22.10 - -
Revenue from the Sale of Services (Job work
4,017.34 452.84 787.14%
charges)
Total 4,039.44 452.84 792.02%
426Our revenue from Operations increased by 792.02%, from ₹ 452.84 Lakhs in the Fiscal 2023 to ₹ 4,039.44 Lakhs
in the Fiscal 2024, primarily due to an increase in sale of services by 787.14% from ₹ 452.84 lakhs in the Fiscal
2023 to ₹4,017.34 lakhs in the Fiscal 2024. This increase in Revenue from Operations was due to supply of 5,250
containers in the Fiscal 2024 as compared to 450 containers in the Fiscal 2023.
Other Income:
Other income increased by 1,678.40 % from ₹ 1.62 Lakhs in the Fiscal 2023 to ₹ 28.81 Lakhs in the Fiscal 2024.
This was primarily due to an increase in Interest Income from ₹ 1.48 Lakhs in the Fiscal 2023 to ₹ 13.68 Lakhs
in the Fiscal 2024 and in Interest Income on Security Deposit from ₹ 0.14 Lakhs in the Fiscal 2023 to ₹ 10.27
Lakhs in the Fiscal 2024.
Total Expenses
Fiscal 2024 Fiscal 2023
Particulars Variance (In %)
(In ₹ Lakhs) (In ₹ Lakhs)
Cost of materials consumed 257.31 18.71 1,275.54%
Employee Benefits Expenses 307.95 14.43 2,033.94%
Finance Cost 104.98 11.13 842.85%
Depreciation and Amortisation 362.59 31.42 1,054.14%
Other Expenses 940.79 131.41 615.91%
Total 1,973.62 207.10 852.98%
Total expenses increased by 852.98% from ₹ 207.10 Lakhs in the Fiscal 2023 to ₹ 1,973.62 Lakhs in the Fiscal
2024 primarily due to reasons as discussed below:
(i) Cost of materials consumed: Cost of materials consumed increased by 1,275.54 % from ₹ 18.71 lakhs in the
Fiscal 2023 to ₹ 257.31 Lakhs in the Fiscal 2024, primarily due to increase in manufacturing of containers
so as to support our increased sales volumes.
(ii) Employee benefit expense: Employee benefit expense increased by 2,034.09% from ₹ 14.43 Lakhs in the
Fiscal 2023 to ₹ 307.95 Lakhs in the Fiscal 2024 primarily due to an increase:
(a) Salaries, Bonus and Other allowances from ₹14.43 Lakhs in the Fiscal 2023 to ₹245.05 Lakhs in the
Fiscal 2024 because of increase in number of employees hired due to increase in volume of our business
operation.
(b) Additional expense incurred related to Managerial remuneration of ₹51.60 Lakhs, leave encashment
expense of ₹ 2.28 lakhs and gratuity expense of ₹ 9.02 lakhs in the Fiscal 2024.
(iii) Finance costs: Finance costs increased by 843.22% from ₹ 11.13 Lakhs in the Fiscal 2023 to ₹104.98 Lakhs
in the Fiscal 2024, primarily because interest on loan from banks increased to ₹ 36.31 lakhs in the Fiscal
2024 to ₹ 6.86 lakhs in the Fiscal 2023 after additional borrowings sanctioned in the later part of the Fiscal
2024. Increase in Finance charges on lease from ₹ 2.62 Lakhs in the Fiscal 2023 to ₹ 65.17 Lakhs in the
Fiscal 2024 due to additional property leased.
(iv) Depreciation and amortisation expenses: Depreciation and amortisation expenses increased by 1,054.14 %
from ₹ 31.42 Lakhs in the Fiscal 2023 to ₹ 362.59 Lakhs in the Fiscal 2024 primarily due to substantial
additions in Property, Plant and Equipment and accounting of ROU assets in accordance with IND AS 116.
Other expenses: Other expenses increased by 615.91 % from ₹ 131.41 lakhs in the Fiscal 2023 to ₹ 940.79 Lakhs
in the Fiscal 2024, primarily due to the following:
427(a) increase in contractor charges by 985.34% to ₹ 788.76 lakhs in the Fiscal 2024 from ₹ 72.67 lakhs in the
Fiscal 2023, due to increase in scale of operations;
(b) increase in electricity expenses by 102.47% to ₹ 89.52 lakhs in the Fiscal 2024 from ₹44.21 lakhs in the
Fiscal 2023, due to increase in scale of operations;
(c) other expenses include repairs, advertisement expenses, exhibition charges, travelling expenses,
professional fees, miscellaneous expenses and other sundry expenses.
Profit before tax: Our profit before tax increased by 746.80% from ₹ 247.36 lakhs in the Fiscal 2023 to ₹ 2,094.63
Lakhs in the Fiscal 2024 primarily due to various reasons discussed above.
Tax Expense: Total tax expense increased by 811.97% from ₹ 39.02 Lakhs in the Fiscal 2023 to ₹ 355.85 Lakhs
in the Fiscal 2024, primarily due to an increase in the following:
i. Current Income tax increased from ₹ 17.21 Lakhs in the Fiscal 2023 to ₹ 316.10 Lakhs in the Fiscal 2024,
primarily due to an increase in profit before tax from ₹ 247.36 Lakhs in the Fiscal 2023 to ₹ 2,094.63 the
Lakhs in Fiscal 2024.
ii. Deferred tax expense increased from ₹ 21.81 Lakhs in the Fiscal 2023 to ₹ 38.51 Lakhs in the Fiscal
2024.
Profit for the year: Our profit for the year increased by 734.59 % from ₹ 208.34 lakhs in the Fiscal 2023 to ₹
1,738.77 lakhs in the Fiscal 2024.
LIQUIDITY AND CAPITAL RESOURCES
Capital Requirements
Our principal capital requirements are towards our manufacturing facilities, working capital requirements and
payment of principal and interest on borrowings. Our principal source of funding has been and is expected to
continue to be cash generated from our operations, supplemented by borrowings from banks and financial
institutions. For Fiscal 2025, Fiscal 2024 and Fiscal 2023, we met our funding requirements, including satisfaction
of debt obligations, capital expenditure, investments, other working capital requirements, and other cash outlays,
principally with funds generated from operations, and optimization of operating working capital with the balance
met from external borrowings.
Liquidity
Historically, our primary liquidity and capital requirements have been to finance our working capital needs for
operations, the purchase of plant, equipment and machinery, and the repayment of borrowings and debt service
obligations. We have met these requirements through cash flows from operations, external borrowings, cash and
cash equivalents.
Cashflows
Our anticipated cash flows depend on various factors beyond our control. See "Risk Factors" at the beginning of
page 39. The following table sets forth specific information relating to our cash flows in Fiscal 2025, Fiscal 2024,
and Fiscal 2023:
428For the year For the year For the year
ended March ended March ended March
Particulars
31, 2025 31, 2024 31, 2023
(In ₹ Lakhs)
Net cash from/ (used) in operating activities 3,373.46 2,309.86 2.62
Net cash flows from/ (used) in investing activities (2,804.28) (3,356.55) (728.54)
Net cash flows from/ (used) in financing activities (542.13) 1,122.25 730.16
Net increase/ (decrease) in cash and cash equivalents 27.05 75.56 4.24
Cash and cash equivalents at the beginning of the year 80.08 4.52 0.28
Cash and cash equivalents at the end of the year 107.13 80.08 4.52
Cash Flows from Operating Activities
Fiscal 2025
We generated ₹ 3,373.46 lakhs net cash from operating activities during Fiscal 2025. Net Profit after tax for Fiscal
2025 was ₹ 3,282.54 Lakhs. We had our operating cash flow before working capital changes of ₹ 4,553.21 Lakhs
post adjustments for Depreciation and Amortisation Expense of ₹ 474.78 lakhs, Fair valuation of investment of ₹
51.23 lakhs, Provision for tax of ₹ 683.43 lakhs, Provision for gratuity of ₹ 10.08 lakhs, Provision for leave
encashment of ₹ 0.01 lakh, Finance Costs of ₹ 138.28 lakhs, and Interest Expense on leases of ₹ 44.62 lakhs. This
was partially offset by Interest Income on Security Deposit of ₹ 11.17 Lakhs and Interest Income of ₹ 120.59
Lakhs.
Cash generated from operations before tax in Fiscal 2025 amounted to ₹ 3,951.06 Lakhs. This was reduced by
payment of ₹ 577.60 Lakhs as income tax.
Our adjustments for working capital changes for Fiscal 2025 primarily consisted of increase in Inventories of ₹
579.03 Lakhs, increase in Trade Receivables of ₹ 201.29 Lakhs, increase in Other Financial Assets of ₹ 38.97
Lakhs, increase in Other Current Assets of ₹ 78.70 Lakhs and increase in Other Current Liabilities of ₹ 321.02
Lakhs along with reduction in trade payables of ₹ 15.40 Lakhs and other financial liabilities of ₹ 9.79 Lakhs.
Fiscal 2024
We generated ₹ 2,309.86 Lakhs net cash from operating activities during Fiscal 2024. Net Profit after tax for
Fiscal 2024 was ₹ 1,738.77 Lakhs. We had our operating cash flow before working capital changes of ₹ 2,551.14
Lakhs post adjustments for Depreciation and Amortisation Expense of ₹ 362.59 Lakhs, Provision for tax of ₹
355.85 Lakhs, Provision for gratuity of ₹ 9.02 lakhs, Provision for leave encashment of ₹ 2.28 lakh, Finance Costs
of ₹ 41.41 Lakhs, and Interest Expense on leases of ₹ 65.17 Lakhs. This was partially offset by Interest Income
on Security Deposit of ₹ 10.27 Lakhs and Interest Income of ₹ 13.68 Lakhs.
Cash generated from operations before tax in Fiscal 2024 amounted to ₹ 2,729.95 Lakhs. This was further reduced
by payment of ₹ 420.10 Lakhs as income tax.
Our adjustments for working capital changes for Fiscal 2024 primarily consisted of decrease in Trade Receivables
of ₹ 52.99 Lakhs, increase in Other Financial Assets of ₹ 0.85 Lakh, decrease in Other Current Assets of ₹ 35.85
Lakhs, increase in Other Financial Liabilities of ₹ 22.91 Lakhs, increase in Trade Payables of ₹ 60.85 Lakhs and
increase current liabilities of ₹ 7.06 Lakhs.
Fiscal 2023
We generated ₹ 2.62 Lakhs net cash from operating activities during Fiscal 2023. Net Profit after tax for Fiscal
2023 was ₹ 208.34 Lakhs. We had our operating cash flow before working capital changes of ₹ 293.40 Lakhs post
429adjustments for Depreciation and Amortisation Expense of ₹ 31.42 Lakhs, Provision for tax of ₹ 39.02 Lakhs,
Finance Costs of ₹ 13.63 Lakhs, and Interest Expense on leases of ₹ 2.62 Lakhs. This was partially offset by
Interest Income on Security Deposit of ₹ 0.14 Lakhs and Interest Income of ₹ 1.48 Lakhs.
Cash generated from operations before tax in Fiscal 2023 amounted to ₹ 11.11 Lakhs. This was reduced by
payment of ₹ 8.49 Lakhs as income tax.
Our adjustments for working capital changes for Fiscal 2023 primarily consisted of increase in Trade Receivables
of ₹ 209.90 Lakhs, increase in Other Current Assets of ₹ 90.60 Lakhs, increase in Trade payables of ₹ 15.88
Lakhs, increase in Other Financial Liabilities of ₹ 1.90 Lakhs and increase in other current liabilities ₹ 0.43 Lakhs.
Cash Flows from Investing Activities
Fiscal 2025
Net cash used in investing activities was ₹ 2,804.28 Lakhs in the Fiscal 2025, primarily on account of the purchase
of property, plant, and equipment of ₹ 268.65 Lakhs, Prepayment of Leasehold rights (ROU Assets) of ₹ 400.85
Lakhs, payment of security deposit of ₹ 1.81 lakh, Purchase of Investments of ₹ 749.98 Lakhs and Loans and
Advances given of ₹ 3,963.19 Lakhs. This was offset by the Loans and Advances recovered of ₹ 2,465.16 Lakhs
and Interest received of ₹ 115.02 Lakhs.
Fiscal 2024
Net cash used in investing activities was ₹ 3,356.55 Lakhs in the Fiscal 2024, primarily on account of the purchase
of property, plant, and equipment of ₹ 2,222.56 Lakhs, and Loans and Advances given of ₹ 1,030.51 Lakhs, and
Security Deposit paid of ₹ 147.00 Lakhs. This was partially offset by the of Loans and Advances recovered of ₹
41.84 Lakhs and Interest received of ₹ 1.69 Lakhs.
Fiscal 2023
Net cash used in investing activities was ₹ 728.54 Lakhs in the Fiscal 2023, primarily on account of the purchase
of property, plant, and equipment of ₹ 689.47 Lakhs, and the Security Deposit paid of ₹ 39.82 Lakhs. This was
partially offset by Interest received of ₹ 0.74 Lakhs.
Cash Flows from Financing Activities
Fiscal 2025
Net cash used in financing activities was ₹ 542.13 Lakhs in the Fiscal 2025, primarily on account of repayment
of borrowings of ₹ 312.85 Lakhs, repayment of lease liabilities of ₹ 302.60 Lakhs, and finance cost paid of ₹
176.67 Lakhs. This was partially offset by additional Borrowings of ₹ 250.00 Lakhs.
Fiscal 2024
Net cash generated from financing activities was ₹ 1,122.25 Lakhs in the Fiscal 2024, primarily on account of
proceeds from borrowings of ₹ 1,650.00 Lakhs. This was offset by repayment of borrowings of ₹ 153.53 Lakhs,
repayment of lease liabilities of ₹ 297.54 Lakhs, and finance cost paid of ₹ 76.68 Lakhs.
Fiscal 2023
Net cash generated from financing activities was ₹ 730.16 Lakhs in the Fiscal 2023, primarily on account of
proceeds from borrowings of ₹ 550.00 Lakhs and proceeds from the issue of share capital of ₹ 235.00 Lakhs. This
430was offset by repayment of borrowings of ₹ 124.44 Lakhs, repayment of lease liabilities of ₹ 10.36 Lakhs, and
finance cost paid of ₹ 19.48 Lakhs.
FINANCIAL INDEBTEDNESS
Our Company and our Subsidiary have availed borrowings in the ordinary course of business, for the purpose of
meeting working capital and other business requirements. These credit facilities include, inter alia, secured bank
facilities, term loans and secured letter of credit along with unsecured credit facilities availed from HDFC Bank
Limited and our Promoters. For further details regarding aggregate borrowings of our Company and our
Subsidiary, see "Financial Indebtedness" on page 404.
CONTRACTUAL OBLIGATIONS
The following table sets forth specific information relating to future payments due under known contractual
obligations as of March 31, 2025, March 31, 2024, and March 31, 2023, aggregated by type of contractual
obligation:
(In ₹ Lakhs)
Contractual cash flows
Carrying Amounts 0 to 1 1 to 2 2 to 5 Above 5
Particulars Total
31st March 2025 years years years years
Year ended March 31
2025
Borrowings 1,978.02 381.38 398.97 1,019.47 193.30 1,993.13
Lease Liabilities 254.58 275.00 - - 275.00
(I) Trade payables
i) dues of micro enterprises
42.93 42.93 - - - 42.93
and small enterprises
ii) dues of creditors other
than micro enterprises and 18.49 18.49 - - - 18.49
small enterprises
Other financial liabilities 18.40 18.40 - 18.40
Year ended March 31
2024
Borrowings 2,034.87 304.75 335.59 948.54 464.11 2,053.00
Lease Liabilities 512.56 302.60 275.00 - - 577.60
(I) Trade Payables
i) dues of micro enterprises
44.87 44.87 - - - 44.87
and small enterprises
ii) dues of creditors other
than micro enterprises and 31.95 31.95 - - - 31.95
small enterprises
Other financial liabilities 127.97 127.97 - - - 127.97
Year ended March 31
2023
Borrowings 528.73 98.48 104.92 325.33 - 528.73
Lease Liabilities 37.14 18.00 22.50 - - 40.50
(I)Trade Payables
431Contractual cash flows
Carrying Amounts 0 to 1 1 to 2 2 to 5 Above 5
Particulars Total
31st March 2025 years years years years
i) dues of micro enterprises
- - - - -
and small enterprises
ii) dues of creditors other
than micro enterprises and 15.97 15.97 - - - 15.97
small enterprises
Other financial liabilities 16.31 16.31 - - - 16.31
CONTINGENT LIABILITIES, COMMITMENTS AND OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Particulars
(in Lakhs) (in Lakhs) (in Lakhs)
Commitments and Contingencies Nil Nil Nil
CAPITAL EXPENDITURES
In Fiscal 2025, Fiscal 2024, and Fiscal 2023, our capital expenditure towards additions to property, plant, and
equipment was ₹ 162.91 Lakhs, ₹ 2,311.32 Lakhs, and ₹ 717.17 Lakhs, respectively.
RELATED PARTY TRANSACTIONS
We enter into various transactions with related parties in the ordinary course of business. These transactions
principally include reimbursement of expenses, rent paid, security paid, loan taken, interest on loan, loan repaid,
remuneration paid, sale of goods and services, and purchase of goods, among other things. For further information
on our related party transactions, see "Restated Financial Information – Note 43 – Related Party Disclosure" on
page 368 of this Draft Red Herring Prospectus.
AUDITOR'S OBSERVATIONS
There are no qualifications of Statutory Auditors which have not been given effect to in the Restated Financial
Information.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the ordinary course of business, the Company is exposed to a variety of financial risks: foreign currency risk,
interest rate risk, liquidity risk, price risk and credit risk.
Credit Risk
Financial loss to the Company, arising, if a customer or counterparty to a financial instrument fails to meet its
contractual obligations principally from the Company’s receivables from customers and investments in debt
securities. The carrying amount of financial assets represents the maximum credit exposure. The Company
monitor credit risk closely both in domestic and export market.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when
they are fallen due. The Company’s liquidity position is carefully monitored and managed. The Company has in
432place a detailed budgeting and cash forecasting process to help ensure that it has adequate cash available to meet
its liquidity requirement.
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market prices mainly comprise three types of risk: currency rate risk, interest rate risk
and other price risks. Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign exchange rates. Interest rate risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. This
is based on the financial assets and financial liabilities held as at the reporting date. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimizing the
return.
(a) Currency Risk
The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with
respect to the USD and Euro. Foreign exchange risk arises from future commercial transactions and recognised
assets and liabilities denominated in a currency that is not the company’s functional currency (Rupees).
(b) Interest Rate Risk
Presently the Company does not have any interest rate risk. Currently the Company's borrowings are within
acceptable risk levels, as determined by the management. As per management borrowing cost of the company has
actually reduced based on the CIBIL rating and performance of the company and there will no material impact.
(c) Commodity Price Risk
The Company is affected by the price volatility of its key raw materials for production of key finished goods i.e.
metal. Prices of key raw materials and finished goods fluctuates is in line with changes in prices of corten steel.
The price of Corten steel have fluctuations of around 5%.
For further information on disclosures about market risk, see "Restated Financial Information – Note 40"
UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS
Except as described in this Draft Red Herring Prospectus, to the best of our knowledge and judgment, there have
not been any unusual or infrequent events or transactions that have in the past or may affect our business
operations or future financial performance.
SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECTED OR ARE LIKELY TO
AFFECT INCOME FROM CONTINUING OPERATIONS.
Indian rules and regulations, as well as the overall growth of the Indian economy, have a significant bearing on
our operations. Major changes in these factors can significantly impact income from continuing operations. For
further details, please refer to the chapter titled "Risk Factors" beginning on page 39.
KNOWN TRENDS OR UNCERTAINTIES
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 "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Significant Factors that may Affect our Results of Operations" and the uncertainties described in
"Risk Factors" on pages 412 and 39, respectively. To the best of our knowledge and judgement, except as
discussed in this Draft Red Herring Prospectus, there had not been any known trends or uncertainties that have
433had or are expected to have a material adverse impact on revenues or income of our Company from continuing
operations.
FUTURE RELATIONSHIP BETWEEN COST AND INCOME
Other than as described in "Risk Factors", and "Our Business" on pages 39, and 206 respectively, to the best of
our knowledge and judgement, there are no known factors that may adversely affect our business prospects, results
of operations and financial condition.
THE EXTENT TO WHICH MATERIAL INCREASES IN NET REVENUE IS DUE TO AN INCREASE
IN THE SALE OF OUR PRODUCTS/SERVICES.
Increase in revenues is, by and large, linked to the rise in the volume of business activities carried out by the
Company.
TOTAL TURNOVER OF EACH MAJOR INDUSTRY SEGMENT
The total turnover of our Company is generated from only one Industry segment that is manufacturing of
containers.
NEW PRODUCTS OR BUSINESS SEGMENTS
Except as set out in this Draft Red Herring Prospectus in the section "Our Business" beginning on page 206, we
have not announced and do not expect to announce any new products or business segments soon.
SEASONALITY/ CYCLICALITY OF BUSINESS
Our business is not seasonal in nature.
SIGNIFICANT DEPENDENCE ON A SINGLE OR A FEW CUSTOMERS AND SUPPLIERS
We depend on a limited number of customers for a substantial part of our revenues and operations. Our major part
of revenue from operations is earned from sale of services. Sale of services refer to job work charges in respect
of containers manufactured for our wholly owned Subsidiary. For details, please refer to "Risk Factors" on Page
39.
(₹ in Lakhs)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Percentage Percentage Percentage
Revenue of total Revenue of total Revenue of total
Customers from revenue from revenue from revenue
Operations from Operations from Operations from
(in ₹ lakhs) operations (in ₹ lakhs) operations (in ₹ lakhs) operations
(%) (%) (%)
Contribution of
6,087.27 88.19 4,017.34 99.50 452.84 100.00
Top 1 Customer
Contribution of
6,819.71 98.80 4,039.44 100.00 452.84 100.00
Top 3 Customers*
Contribution of
6,892.22 99.85 4,039.44 100.00 452.84 100.00
Top 5 Customers*
*There is only 1 customer in FY 2022-23 and 2 customers in FY 2023-24
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 21, 2025.
COMPETITIVE CONDITIONS
We operate in a competitive environment and expect to continue to compete with existing and potential
competitors. Please refer to "Risk Factors", "Industry Overview" and "Our Business" on beginning on pages 39,
155 and 206, respectively, for further information on our industry and competition.
434SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated below there are no outstanding (i) criminal proceedings (including matters which are at FIR
stage even if no cognizance has been taken by any court); (ii) all actions (including all disciplinary actions,
penalties and show cause notices) taken by statutory or regulatory authorities; (iii) claims related to direct and
indirect taxes; and (iv) other pending material litigations (including civil litigation or arbitration proceeding, in
each case involving our Company, Directors, or Promoters or Subsidiary (collectively, the “Relevant Parties”)
and (v) litigation involving our Group Companies which have a material impact on our Company. Further, there
are no disciplinary actions (including penalties) imposed by SEBI or stock exchanges against our Promoters in
the last five Fiscals immediately preceding the date of this Draft Red Herring Prospectus, including any
outstanding action. Further, except as disclosed in this section, there are no outstanding (i) criminal proceedings;
and (ii) actions by regulatory or statutory authorities involving our Key Managerial Personnel and Senior
Management Personnel.
In relation to (iv) above, our Board in its meeting held on August 25, 2025 has considered and adopted a policy
of materiality for identification of material litigation / arbitration namely “Policy on Identification of Group
Companies, Material Creditors and Material Litigations” (“Materiality Policy”). In terms of the Materiality
Policy, following litigations involving the Relevant Parties, other than criminal proceedings, actions by regulatory
authorities and statutory authorities, disciplinary action including penalty imposed by SEBI or Stock Exchanges
against our Promoters in the last five Financial Years including outstanding action, and tax matters would be
considered ‘material’ for the purpose of disclosure in the offer documents, if:
1. the monetary claim made by or against the Relevant Parties in any such pending litigation/ arbitration
proceedings, to the extent quantifiable, is equivalent to or above (i) 2% of the turnover of the Company, as
per the last completed Fiscal Year in the Restated Financial Information of the Company, equivalent to ₹
138.05 lakhs; or (ii) 2% of net worth of the Company, as per the last completed Fiscal in the Restated
Financial Information of the Company, equivalent to ₹ 109.67 lakhs; or (iii) 5% of the average of absolute
value of profit or loss after tax for the last three Fiscal, as per the Restated Financial Information included
in the Offer Documents, equivalent to ₹ 87.16 lakhs, whichever is lower, being ₹ 87.16 lakhs. Accordingly,
outstanding litigation involving the Relevant Parties have been considered material and disclosed in this
section where the aggregate amount involved in such litigation is equivalent to or exceeds ₹ 87.16 lakhs;
or
2. any litigation which, irrespective of the amount involved in such litigation, involve the Relevant Parties
and could have a material adverse effect on the business, operations, performance, prospects, financial
position or reputation of the Company; or
3. any such litigation where the decision in one case is likely to affect the decision in similar matters such
that the cumulative amount involved in such matters exceeds the threshold as specified in (1) above, even
though the amount involved in an individual matter may not exceed the threshold as specified in (1) above.
For the purposes of this section, pre-litigation notices (excluding statutory/ regulatory/governmental/ tax
authorities or notices threatening criminal action), have not been considered material and/ or have not been
disclosed as pending matters until such time that any of the Relevant Parties, as the case may be, is made a party
to proceedings initiated before any court, tribunal or governmental authority.
Further, our Board, in its meeting held on August 25, 2025 has approved that a creditor of our Company shall be
considered ‘material’ if the amount due to such creditor exceeds 5% of the outstanding trade payables of our
Company for the most recent financial year or stub period, as the case may be, covered in the Restated Financial
Information included in the Offer Document. The trade payables of our Company as on March 31, 2025, were ₹
61.42 lakhs. Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor exceeds ₹
3.07 lakhs as on March 31, 2025. Further, for outstanding dues to any party which is a micro, small or medium
enterprise (“MSME”), the disclosure will be based on information available with our Company regarding the
status of such creditor under the Micro, Small and Medium Enterprises Development Act, 2006, as amended
(“MSME Act”), read with the rules and notifications thereunder.
435Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring
Prospectus. All terms defined in a particular litigation disclosure below are for that particular litigation only.
LITIGATION INVOLVING OUR COMPANY
Litigation against our Company
Criminal Litigation
(1) Padmaben Dineshbhai Balani (heir of deceased Dinesh Kanaiyalal Balani) vs. APPL Containers
Private Limited [MACP/38/2023]
A motor accident claim petition has been filed before the Motor Accident Claims Tribunal, Bhavnagar, by
the legal heirs of late Mr. Dinesh Kanaiyalal Balani, seeking compensation of ₹125 lakhs together with
interest, alleging that the deceased met with a fatal accident on 18 December 2022 involving a crane owned
by our Company, which was allegedly driven in a rash and negligent manner. Our Company has denied the
allegations and has contended that the accident was not attributable to the negligence of its driver and that
the claims are without merit. The matter is presently pending adjudication before the Principal Judge,
District and Sessions Court, Bhavnagar, Gujarat.
Actions initiated by regulatory or statutory authority
Nil
Material Civil Litigation
Nil
Litigation by our Company
Criminal Litigation
Nil
Material Civil Litigation
Nil
LITIGATION INVOLVING OUR PROMOTERS
Litigation against our Promoters
Criminal Litigation
Nil
Actions initiated by regulatory or statutory authorities
Nil
Material Civil Litigation
Nil
Disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoters in the last
five Fiscals, including outstanding action
436Nil
Litigation by our Promoters
Criminal Litigation
1. Cases filed against My Money Solution [CC-2923/2022, CC - 2917/2022, CC - 2924/2022, CC -
6009/2022, CC - 6010/2022, CC - 2925/2022, CC - 6001/2022, CC - 6000/2022, CC - 2921/2022, CC
6006/2022, CC - 6002/2022, CC - 6008/2022, CC - 6007/2002, CC - 2912/2022, CC - 6004/2022, CC -
2922/2022, CC - 2919/2022, CC - 2918/2022, CC - 2916/2022, CC - 2913/2022]
Our Promoter Hasmukhbhai Meghjibhai Viradiya as a power of attorney holder on behalf of our promoters
named in the table below and our Promoter group member Meghajibhai Nanjibhai Viradiya has filed
several cases against ‘My Money Solution’ and its partners under Sections 138 and 142 of the Negotiable
Instruments Act, 1881. It is alleged that the accused induced investments on the assurance of assured
returns from trading in various asset classes, pursuant to which the complainants invested substantial sums
through banking channels. In purported discharge of liability, the accused issued cheques which were
dishonoured upon presentation. A summary of the said cases is as follows:
(in Lakhs)
No. of
S. No Person Involved Case Number Total Amount
Cheques
1. Meghjibhai Nanijibhai Viradiya CC 2912/2022, 28 1895.70
CC 2921/2022,
CC 2924/2022,
CC 2925/2022,
2. Saritaben Viradiya CC 2913/2022, 12 575.10
CC2916/2022,
CC 2919/2022
3. Hasmukhbhai Meghjibhai Viradiya CC 2917/2022 17 1352.55
CC 2923/2022
4. Manishaben Viradiya CC 2918/2022, 10 830.70
CC 2922/2022
5. Vallabhbhai Meghjibhai Viradiya CC 6000/2022, 24 1629.45
CC 6001/2022,
CC 6002/2022,
CC 6004/2022,
CC 6007/2022,
CC 6008/2022,
CC 6009/2022,
CC 6006/2022,
6. Meghjibhai Nanjibhai Viradiya HUF CC 6010/2022 4 391.00
Total 6674.50
These matters are presently pending adjudication before the Court of the Additional Civil Judge and
Judicial Magistrate First Class, Bhavnagar Civil Court.
2. The State of Gujarat vs. Chiragbhai Vasantrray Mehta & Others [GPID CC/11/2024]
An FIR bearing No. 11198001210206 dated February 17, 2021 was registered at Nilambaug Police Station,
Bhavnagar under Sections 406, 409, 420, 506(2) and 114 of the Indian Penal Code, 1860 and Section 3 of
the Gujarat Protection of Interest of Depositors Act, 2003. The FIR was filed pursuant to a complaint by
our Promoter, Hasmukhbhai Meghjibhai Viradiya, against My Money Solution, its partners and associates,
alleging large-scale misappropriation of investor funds under various deposit schemes. It has further been
alleged that the father of a deceased partner of My Money Solution issued threats to the complainant when
repayment of funds was demanded. According to the complaint, the partners of My Money Solution
437solicited deposits from the complainant and other investors through advertisements and promises of
assured returns. An amount of approximately ₹7655 lakhs was allegedly collected from investors, of which
about ₹6844 lakh pertained to the complainant and his relatives. Following the death of Indrajitsinh Gohil
on January 1, 2021, operations of My Money Solution were allegedly discontinued and the remaining
partners failed to return the deposits.
Our Promoter, Hasmukhbhai Meghjibhai Viradiya, is named as one of the complainants in the proceedings,
alleging that substantial sums collected from him and other investors were misappropriated by the accused
persons through forged documents, fabricated powers of attorney and fraudulent agreements. He has
furnished evidence and documentation demonstrating the financial transactions and forged instruments
used against him.
The charge substantiating the allegations of cheating, criminal breach of trust, and forgery was initially
presented before the Court of the Principal District and Sessions Judge, Rajkot. However, by order dated
February 19, 2024, the case was transferred to the Court of the Principal District and Sessions Judge,
Bhavnagar, where it is presently pending adjudication. In connection with this matter, Criminal
Miscellaneous Appeal No. 35735/2024 is also pending before the Hon’ble High Court of Gujarat for
determination of the transferability of the case from Bhavnagar to Rajkot and the question of jurisdiction
3. Government of Gujarat vs. Mahavirsinh Kanubha Gohil & Ors. [GCTOC/06/2025]
Our Promoter, Vallabhbhai Meghjibhai Viradiya, filed an FIR (No. 11198020240637 of 2024) at Ghogha
Police Station, Bhavnagar, alleging that the accused embezzled ₹81 lakhs in a series of land frauds through
preparation and use of forged instruments, including fabricated power of attorney, sale deeds and objection
letters, purportedly bearing forged notarial seals and signatures. Pursuant to investigation, the complaint
was converted into a criminal case, and a charge sheet has been filed against the accused for offences under
Sections 406, 420, 465, 467, 468, 471, 472, 201 and 120B of the Indian Penal Code, 1860. The matter is
currently pending before the Court of the Principal District and Sessions Judge, Rajkot
Actions initiated by regulatory or statutory authorities
Nil
Material Civil Litigation
1. Hasmukhbhai Meghjibhai Viradiya and Vallabhbhai Meghjibhai Viradiya v. State of Gujarat
[SCA/10901/2020]
The Town Planning Officer, Bhavnagar Municipal Corporation, by notice dated 2 June 2020, invoked
Section 48(1) of the Gujarat Town Planning and Urban Development Act, 1976 in respect of Draft Town
Planning Scheme No. 24 (Chitra) against our Promoters, Shri Hasmukhbhai Meghjibhai Viradiya and Shri
Vallabhbhai Meghjibhai Viradiya, alleging that a portion of their land fell within a proposed road alignment
and directing them to vacate possession. Our Promoters filed objections contending, inter alia, that the
scheme was at a draft stage and unenforceable, that the notice was contrary to the provisions of the Act,
and that the action violated principles of natural justice. Aggrieved, our Promoters instituted a Special Civil
Application before the Hon’ble Gujarat High Court, where the matter is presently pending adjudication.
LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS)
Litigation against our Directors
Criminal Litigation
Nil
Actions initiated by regulatory or statutory authorities
438Nil
Material Civil Litigation
Nil
Litigation by our Directors
Criminal Litigation
Nil
Material Civil Litigation
Nil
LITIGATION INVOLVING OUR SUBSIDIARY
Litigation against our Subsidiary
Criminal Litigation
1. Varsha Kanjibhai Viradiya & Ors. v. Aawadkrupa Plastomech Private Limited [RFA No. 812 of
2025]
The legal heirs of late Shri Kanjibhai Talshibhai Viradiya filed a claim under Section 166 of the Motor
Vehicles Act, 1988 before the Motor Accident Claims Tribunal, Bhavnagar, in respect of his death in an
accident on 20 May 2020 involving a vehicle owned by our Subsidiary. The Tribunal, by its order, held
that the accident occurred due to rash and negligent driving by the driver of the said vehicle and awarded
compensation of ₹54.67 lakh together with interest at 9% per annum, holding our Subsidiary and the driver
jointly and severally liable. Aggrieved by the award, the petitioners have filed an appeal before the Hon’ble
Gujarat High Court, which is presently pending adjudication.
Actions initiated by regulatory or statutory authority
Nil
Material Civil Litigation
Nil
Litigation by our Subsidiary
Criminal Litigation
Nil
Material Civil Litigation
Nil
LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL (OTHER THAN DIRECTORS)
AND SENIOR MANAGEMENT
Litigation against our Key Managerial Personnel (Other than Directors) and Senior Management
439Criminal Litigation
Nil
Actions taken by Regulatory and Statutory Authorities
Nil
Litigation by our Key Managerial Personnel and Senior Management
Criminal Litigation
Nil
TAX PROCEEDINGS
COMPANY
Type of Proceedings Number of Cases Amount* (₹ in Lakh)
Direct Tax 1** Nil
Indirect Tax Nil Nil
Total 1 Nil
*To the extent quantifiable and ascertainable.
**Case includes notice in respect of assessment proceedings u/s 143(3) of the Income Tax Act, 1961 wherein no
demand has been quantified yet.
PROMOTERS
Type of Proceedings Number of Cases Amount* (₹ in Lakh)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
*To the extent quantifiable and ascertainable.
DIRECTORS (OTHER THAN PROMOTERS)
Type of Proceedings Number of Cases Amount* (₹ in Lakh)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
*To the extent quantifiable and ascertainable.
SUBSIDIARY
Type of Proceedings Number of Cases Amount* (₹ in Lakh)
Direct Tax 1 1.56
Indirect Tax 3 144.03
Total 4 145.59
*To the extent quantifiable and ascertainable.
GROUP COMPANIES - WHICH HAVE A MATERIAL IMPACT ON OUR COMPANY
Type of Proceedings Number of Cases Amount (₹ in Lakh)
Direct Tax Nil Nil
440Indirect Tax Nil Nil
Total Nil Nil
LITIGAITON INVOLVING OUR GROUP COMPANIES WHICH MAY HAVE A MATERIAL IMPACT
ON OUR COMPANY
As on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving our
Group Companies which will have a material impact on our Company.
OUTSTANDING DUES TO CREDITORS
As of March 31, 2025, our Company has 33 creditors, and the aggregate outstanding dues to these creditors by
our Company are ₹ 61.42 lakhs. Further, our Company owes an amount of ₹ 47.03 lakhs to material creditors and
₹ 6.03 lakhs to micro, small and medium enterprises as defined under the Micro, Small and Medium Enterprises
Development Act, 2006, as amended. Details of outstanding dues owed to material creditors, micro, small and
medium enterprises and other creditors as of March 31, 2025 are set out below:
Particulars No. of Creditors Amount (in ₹ lakhs)
Material Creditors 6 47.03
Dues to micro and small enterprises 16 6.03
Other creditors 11 8.36
Total 33 61.42
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants pursuant to their certificate dated
September 21, 2025
As per the Materiality Policy, creditors of our Company to whom our Company owe an amount having a monetary
value exceeding 5% of the outstanding trade payables of our Company for the most recent financial year or the
stub period, as the case may be, as per the Restated Financial Information have been considered as ‘material’
creditor.
The details pertaining to outstanding dues towards our material creditors are available on the website of our
Company, along with their names and the amount involved for each such creditor at www.applcontainers.com.
MATERIAL DEVELOPMENTS
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations
– Significant developments subsequent to the last financial year” on page 409 and as otherwise disclosed in this
Draft Red Herring Prospectus, there have not arisen, since the date of the last financial information disclosed in
this Draft Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect,
our operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay our
liabilities within the next 12 months.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
441GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals, consents, licenses, registrations and permits issued by relevant
governmental and regulatory authorities of the respective jurisdictions under various rules and regulations. Set
out below is an indicative list of all material approvals, consents, licenses, registrations and permits obtained by
our Company and our Material Subsidiary, namely, Aawadkrupa Plastomech Private Limited, as applicable, for
the purposes of undertaking their respective businesses and operations. Certain approvals, licenses, registrations
and permits may expire periodically in the ordinary course and applications for renewal of such expired approvals
are submitted in accordance with applicable requirements and procedures. Except as disclosed in this section, no
further material approvals are required for carrying on the present business operations of our Company and our
Material Subsidiary. Unless otherwise stated, these material approvals are valid as on the date of this Draft Red
Herring Prospectus.
We have also disclosed below (i) the material approvals for which fresh applications/ renewal applications have
been made; and (ii) the material approvals for which fresh applications/renewal applications are yet to be made.
For details of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factor
No.13 – We are required to obtain, renew or maintain certain statutory and regulatory permits and approvals
required to operate our business and if we fail to do so in a timely manner or at all and our business, financial
conditions, results of operations and cash flows may be adversely affected” on page 51.
APPROVALS FOR THE OFFER
For details regarding the approvals and authorisations obtained by our Company in relation to the Offer, see “Other
Regulatory and Statutory Disclosures – Authority for the Offer” on page 449.
APPROVALS OBTAINED BY OUR COMPANY
1. Incorporation Related Approvals
a. Certificate of Incorporation dated October 21, 2021, issued by the Registrar of Companies, Central
Registration Centre, Manesar, in the name of APPL Containers Private Limited.
b. Fresh Certificate of Incorporation dated June 13, 2025, issued by the Registrar of Companies, Central
Processing Centre to our Company, consequent upon change of name of our Company to APPL
Containers Limited.
c. The Corporate identity Number of our Company is U28129GJ2021PLC126531.
d. International Securities Identification Number (ISIN) allotted by Central Depository Services (India)
Limited and National Securities Depository Limited is INE1HT701013.
2. Taxation Related Approvals
a. The Permanent Account Number of the Company is AAVCA9786F, issued by the Income Tax
Department, Government of India.
b. The Tax Deduction Account Number of the Company is AHMA24091E, issued by the Income Tax
Department, Government of India.
c. Certificate of registration under Goods and Services Tax Act, 2017, bearing registration number
24AAVCA9786F1ZY, issued by the Goods and Services Tax Department, Government of India.
d. Advance Authorisation bearing registration no. 0311038080, issued under the Foreign Trade Policy by
the Office of the Additional Director General of Foreign Trade, Mumbai. This registration is valid till
April 19, 2026.
e. Importer Exporter Code, bearing code no. AAVCA9786F issued under the Foreign Trade (Development
and Regulation) Act, 1992, by the Ministry of Commerce and Industry, Directorate General of Foreign
Trade, through the Office of the Joint Director General of Foreign Trade, Rajkot.
442f. Registration Certificate under Gujarat State Profession, Trade, Business and Employment Tax Act,
1976, bearing registration no. R.C. 14050440013.
g. Enrolment Certificate under Gujarat State Profession, Trade, Business and Employment Tax Act, 1976,
bearing registration no. E.C. 14050440014.
h. Registration cum Membership Certificate, bearing registration no. RCMC/EEPCINDIA/04338/2024-
2025 issued under the provisions of the Foreign Trade Policy by EEPC India (formerly Engineering
Export Promotion Council). This registration is valid till March 31, 2026.
3. Business Related Approvals
a. Certificate of Verification under the Legal Metrology Act, bearing registration no.
3667386/BAV/2025/01 issued by the Office of the Controller, Legal Metrology, Gujarat State. This
certificate is valid till July 24, 2026.
b. Certificate of Type Approval bearing approval number BVCT 2484111/S, BVCT 2584244/S, BVCT
2580075/S, BVCT 2581400/S, and BVCT 2584400/S issued by Bureau Veritas.
c. Certificate of Registration of Container Code in accordance with ISO Standard 6346, bearing certificate
no. APPU-2425, issued by The Bureau International des Containers.
d. Udyam Registration Certificate bearing registration number UDYAM-GJ-05-0074363 issued under the
Micro, Small and Medium Enterprises Development Act, 2006, by the Ministry of Micro, Small and
Medium Enterprises, Government of India.
e. Certificate of ISO 9001:2015 bearing registration number QM 02 01709, for Design, Manufacture,
Export and Supply of all type of Shipping Containers, issued by TUV INDIA Private Limited. This
certificate is valid till April 02, 2026.
4. Environmental Law Related Approvals
a. Consent to Establish for our manufacturing unit bearing registration no. 146929, as amended by order
dated September 4, 2025, issued under the provisions of Water (Prevention and Control of Pollution)
Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and the Environment (Protection)
Act, 1986, by the Gujarat State Pollution Control Board. This consent is valid till July 11, 2032.
b. Consolidated consent and authorisation for our manufacturing unit bearing CCA No: AWH-86186, as
amended by order dated September 18, 2025, issued under the provisions of Water (Prevention and
Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act- 1981, the
Environment (Protection) Act, 1986, and Hazardous and other Wastes (Management and
Transboundary Movement) Rules, 2016 by the Gujarat State Pollution Control Board. This consent is
valid till July 11, 2032.
5. Labour Law Related Approvals
a. Employee Provident Fund registration certificate bearing registration no: GJAHD2495644000
b. Certificate of Registration under Inter-state Migrant Workmen (Regulation of Employment and
Conditions of Service) Act,1979, bearing registration no. BVN/2025/IMW/3.
c. Certificate of Registration under Contract Labour (Regulation and Abolition) Act,1970, bearing
registration no. BVN/2025/CLRA/2.
d. Registration under Labour Welfare Fund, bearing registration number RAJ/0011826, issued by the
Gujarat Labour Welfare Board.
e. Factories License to work a factory under the Factories Act, 1948, for our manufacturing unit bearing
registration no. 202095/25129/2023 and license no. 50849 issued by Directorate Industrial Safety &
Health Gujarat State. This registration is valid till December 31, 2028.
f. Factory Stability Certificate issued for our factory under the Factories Act, 1948. This certificate is
valid till September 2, 2030.
4436. Other Certifications
a. Certificate under the Legal Entity Identifier of the Company is 335800PE6GESPHWER490, issued by
Legal Entity Identifier India Limited. This registration is valid till October 12, 2028.
7. Intellectual Property Related Approvals
As on the date of this Draft Red Herring Prospectus, our Company does not have any registered intellectual
property. However, our Company has made applications for registration of 4 trademarks in respect of the
name and logo of our Company under the Trade Marks Act, 1999.
S. Date of Application
Nature of Application Status
No. Application No.
1. For registration of Trademark July 29, 7146499 Formalities Check Pass
(Device) 2025
under class 06
2. For registration of Trademark July 29, 7146506 Formalities Check Pass
(Word) ‘APPL Containers’ 2025
under class 06
3. For registration of Trademark May 26, 7027926 Formalities Check Pass
(Word) ‘APPL Containers 2025
Private Limited’ under class 06
4. For registration of Trademark May 26, 7027928 Formalities Check Pass
(Device) 2025
under class 06
8. Domain Name
Our Company uses the domain name www.applcontainers.com which is registered under the name of our
Subsidiary. The Subsidiary has transferred the domain name in favour of our Company by way of assignment
vide domain name assignment deed dated August 22, 2025. As per the said assignment deed, the domain has
been assigned in favour of our Company on perpetual and exclusive basis. The said domain is valid till
October 11, 2031 and at the time of renewal, the change in ownership will be recorded with the registrar of
domain name.
444APPROVALS OBTAINED BY OUR MATERIAL SUBSIDIARY
1. Incorporation Related Approvals
a. Certificate of Incorporation dated June 17, 2005, issued by the Assistant Registrar of Companies,
Gujarat, Dadra and Nagar Haveli. Fresh Certificate of Incorporation dated September 10, 2025,
consequent upon alteration of its main objects in the Memorandum of Association.
b. The Corporate Identity Number of our Material Subsidiary is U25129GJ2005PTC046264.
2. Taxation Related Approvals
a. The Permanent Account Number of our Material Subsidiary is AAFCA3465K, issued by the Income
Tax Department, Government of India.
b. The Tax Deduction Account number of our Material Subsidiary is AHMA05651C, issued by the Income
Tax Department, Government of India.
c. Certificate of registration under Goods and Services Tax Act, 2017, bearing registration number
24AAFCA3465K1ZN, issued by the Goods and Services Tax Department, Government of India
d. Importer Exporter Code, bearing no. 2409004466, issued under the Foreign Trade (Development and
Regulation) Act, 1992, by the Ministry of Commerce and Industry, Directorate General of Foreign
Trade, through the Office of the Joint Director General of Foreign Trade, Rajkot.
e. Export Promotion Capital Goods (EPCG) Licences, bearing licence numbers 2431001205, issued under
the Foreign Trade Policy 2015-2020 and the Handbook of Procedures 2015-2020, by the Office of the
Joint Director General of Foreign Trade and the Office of the Foreign Trade Development Officer,
Rajkot, Government of India, respectively. The license is valid till December 30, 2026.
f. Registration-cum-Membership Certificate under the provisions of the Foreign Trade Policy, bearing
registration no. RCMC/FIEO/01197/2022-2023 issued by the Federation of Indian Export
Organisations (FIEO), India. This registration is valid till March 31, 2029.
g. Registration Certificate under Gujarat State Profession, Trade, Business and Employment Tax Act,
1976, bearing registration no. R.C. 14050440011.
h. Enrolment Certificate under Gujarat State Profession, Trade, Business and Employment Tax Act, 1976,
bearing registration no. E.C. 14050440012.
3. Business Related Approvals
a. Certificate of ISO 9001:2015, bearing registration/license no. QM/02/01324 for Design, Manufacture,
Export and Supply of Plastic Extrusion Plant and Rope Making Machineries, issued by TUV INDIA
Private Limited. This certificate is valid till February 12, 2028.
b. Udyam Registration Certificate, bearing registration no. UDYAM-GJ-05-0002623, issued under the
Micro, Small and Medium Enterprises Development Act, 2006, by the Ministry of Micro, Small and
Medium Enterprises, Government of India.
4. Environmental Law Related Approvals
a. Consent to Establish for manufacturing unit of our Material Subsidiary bearing registration no. 148372,
issued under the provisions of Water (Prevention and Control of Pollution) Act, 1974, the Air
(Prevention and Control of Pollution) Act, 1981 and the Environment (Protection) Act, 1986, by the
Gujarat State Pollution Control Board.
b. Certificate of Registration as an Importer for the disposal of plastic waste generated due to plastic
packaging, bearing registration no. IM-29-000-11-AAFCA3465K-23, issued under Rule 13(2) of the
Plastic Waste Management Rules, 2016, by the Central Pollution Control Board, Ministry of
Environment, Forest and Climate Change, Government of India.
4455. Labour Law Related Approvals
a. Registration under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, bearing
registration number GJAHD0053067000, issued by the Office of the Regional Provident Fund
Commissioner, Ahmedabad, for Material Subsidiary’s Registered Office.
b. Registration and license to work a factory under the Factories Act, 1948, bearing registration number
202202/28299/2024 and license number 57481, issued by the Director of Industrial Safety and Health,
Gujarat State, Bhavnagar, for manufacturing unit of our Material Subsidiary. This registration is valid
till December 31, 2027.
c. Factory Stability Certificate issued the factory of our Material Subsidiary under the Factories Act, 1948.
This certificate is valid till September 05, 2029.
6. Certifications and Membership
a. Certificate under the Legal Entity Identifier, bearing LEI code 335800NHVYH1GICMFV02, issued by
Legal Entity Identifier India Limited. This registration is valid till December 29, 2028.
b. Certificate of Recognition conferring the status of ‘One Star Export House’ in accordance with the
provisions of the Foreign Trade Policy 2015-20, bearing file no. RJKSTATAPPLY00015900AM22,
issued by the Directorate General of Foreign Trade, Ministry of Commerce and Industry, Government
of India. This registration is valid till February 24, 2027.
c. SME ZED Bronze Certificate, bearing certificate no. 27062023_043759 certified under the MSME
Sustainable (ZED) Certification Scheme, issued by the Ministry of Micro, Small and Medium
Enterprises, Government of India. This certificate is valid till June 26, 2026.
d. Membership Certificate, bearing membership number GJ210072394, issued by Laghu Udyog Bharati.
This Certificate is valid till December 31, 2034
e. Membership Certificate, issued by the Saurashtra Chamber of Commerce and Industry. This certificate
is valid till March 31, 2026
7. Intellectual Property Related Approvals:
a. Trade Mark:
As of the date of this Draft Red Herring Prospectus, our Subsidiary holds two registered trademarks. In
addition, our Subsidiary has filed applications for registration of three trademarks pertaining to its name and
logo under the Trade Marks Act, 1999. The details of these registrations and applications are provided below.
S. Date of Application
Nature of Registration/ License Status
No. Application No.
1. Trademark Registration (Device) September 19, 3365753 Registered
2016
under class 07
2. Trademark Registration (Word) September 19, 3365752 Registered
‘AAWADKRUPA’ under class 07 2016
3. Trademark Registration (Word) under September 11, 7229742 Formalities Check
class 07 2025 Pass
446S. Date of Application
Nature of Registration/ License Status
No. Application No.
‘Aawadkrupa Plastomech Private
Limited’ under class 07
4. Trademark Registration (Device) September 11, 7229743 Formalities Check
2025 Pass
under class 07
5. Trademark Registration (Word) September 11, 7229744 Formalities Check
‘akiropes’ under class 07 2025 Pass
b. Designs:
As of the date of this Draft Red Herring Prospectus, our Subsidiary holds two registered designs. The details
of these registered designs are provided below:
S. Design Applicable
Description of Registration Class
No Number Law
1. Registered design for “Ring Twister 298599 Designs Act, 15-99-
Machine” published in journal on 2000 MISCELLANEOUS
January 25, 2019
2. Registered design for “Ring Winder 298598 Designs Act, 15-99-
Machine” published in journal on 2000 MISCELLANEOUS
September 07, 2018
8. Domain Name
Our Material Subsidiary has the domain names www.akiropes.com and www.aawadkrupa.com registered under
its name.
447MATERIAL APPROVALS FOR WHICH OUR COMPANY AND OUR MATERIAL SUBSIDIARY HAS
APPLIED FOR
Company
NIL
Material Subsidiary
Application dated September 15, 2025 for consolidated consent and authorisation (CCA) for manufacturing unit
of our Material Subsidiary issued under the provisions of Water (Prevention and Control of Pollution) Act, 1974,
the Air (Prevention and Control of Pollution) Act, 1981, the Environment (Protection) Act, 1986, and Hazardous
and other Wastes (Management and Transboundary Movement) Rules, 2016.
MATERIAL APPROVALS FOR WHICH OUR COMPANY AND OUR MATERIAL SUBSIDIARY IS
YET TO APPLY FOR
NIL
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
448OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE OFFER
The Offer has been authorized by our Board pursuant to a board resolution passed at its meeting held on August
25, 2025 and by our Shareholders pursuant to a special resolution passed at their general meeting held on August
27, 2025. Further, our Board has taken on record the consent of the Selling Shareholders to severally and not
jointly participate in the Offer for Sale pursuant to a resolution dated September 6, 2025. Our Board has approved
this Draft Red Herring Prospectus pursuant to its resolution dated September 25, 2025.
Each of the Selling Shareholders have, severally and not jointly, confirmed and consented to offer the following
as part of the Offered Shares pursuant to the Offer for Sale:
Maximum number of Equity
Name of Selling Shareholders Shares of face value of ₹ 10/- each Date of consent letter
offered in the Offer for Sale
Hasmukhbhai Meghjibhai Viradiya Upto 5,30,000 September 6, 2025
Manishaben Viradiya Upto 3,75,000 September 6, 2025
Vallabhbhai Meghjibhai Viradiya Upto 2,60,000 September 6, 2025
Vaibhav Vallabhbhai Viradiya Upto 2,55,000 September 6, 2025
Saritaben Viradiya Upto 2,55,000 September 6, 2025
Ektaben Vaibhavbhai Viradiya Upto 2,55,000 September 6, 2025
Tejasbhai Vallabhbhai Viradiya Upto 2,55,000 September 6, 2025
Tirthraj Hasmukhbhai Viradiya Upto 3,75,000 September 6, 2025
Each of the Selling Shareholder, severally and not jointly, confirms that the Offered Shares have been held for a
period of at least one year preceding the date of the Draft Red Herring Prospectus or are otherwise eligible for
being offered under Offer for Sale in the Offer, in terms of Regulation 8 of the SEBI ICDR Regulations, as on the
date of this Draft Red Herring Prospectus
IN PRINCIPLE APPROVAL FROM THE STOCK EXCHANGE
Our Company has received In-Principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters dated [●] and [●], respectively.
PROHIBITION BY SEBI, RBI OR OTHER GOVERNMENTAL AUTHORITIES
Our Company, our Promoters, our Directors, the Selling Shareholders, the members of the Promoter Group and the
persons in control of our Company are not prohibited from accessing or operating the capital markets and are not
debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities
market regulator in any jurisdiction or any other authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters, directors or
persons in control have been debarred from accessing capital markets under any order or direction passed by the
SEBI or any other authorities.
Our Company, our Promoters, or our Directors have neither been declared as Wilful Defaulters nor as Fraudulent
Borrowers.
Our Promoters and Directors have not been declared as Fugitive Economic Offenders.
449There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible
into, or which would entitle any person any option to receive Equity Shares, as on the date of this Draft Red
Herring Prospectus.
Other confirmations
There are no findings or observations from any of the inspections by SEBI or any other regulatory body in relation
to our Company which are material and need to be disclosed, or non-disclosure of which may have a bearing on
the investment decisions of Bidders, except as disclosed in this Draft Red Herring Prospectus.
There are no conflicts of interest between suppliers of raw materials and third-party service providers crucial for
the operations of our Company, and Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiary
or the Group Companies and its directors.
There are no conflicts of interest between lessors of immovable properties crucial for the operations of our
Company, Promoters, Promoter Group, Key Managerial Personnel, Directors, Subsidiary or the Group Companies
and its directors.
There have been no inspections of our Company by SEBI or any other regulatory authority governing the
operations of the Company.
COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018
Each of our Company, our Promoters, the Selling Shareholders and the members of the Promoter Group, severally
and not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules,
2018, as amended, to the extent applicable thereto in respect of its respective holding in our Company, as on the
date of this Draft Red Herring Prospectus.
DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET
We confirm that none of our Directors are, in any manner, associated with the securities market except for trading
on day-to-day basis for the purpose of investment and there is no outstanding action initiated by SEBI against any
of our Directors in the five years preceding the date of this Draft Red Herring Prospectus.
ELIGIBILITY FOR THE OFFER
Our Company is eligible for the Offer in accordance with the eligibility criteria provided in Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:
(1) Our Company has net tangible assets of at least ₹ 300 lakhs calculated on a restated basis and, in each of
the preceding three full years (of 12 months each), of which not more than fifty per cent are held in
monetary assets;
(2) Our Company has an average operating profit of at least ₹ 1,500 lakhs calculated on a restated basis, during
the preceding three years (of 12 months each), with operating profit in each of these preceding three years;
(3) Our Company has a net worth of at least ₹ 100 lakhs in each of the preceding three full years (of 12 months
each), calculated on a restated basis; and
(4) Our Company has not changed its name in the last one year, other than the deletion of word “Private” from
the name of our Company pursuant to conversion to a public limited company. Our Company has not
undertaken any new activity pursuant to such change in name.
Calculation of net tangible assets, monetary assets, monetary assets as a percentage of the net tangible
assets:
450(In Rs. Lakhs)
As at March As at March As at March
Particulars
31, 2025 31, 2024 31, 2023
Net Assets 5,483.54 2,199.12 457.92
Less: Intangible Assets 0.72 0.89 1.07
Less: Intangible Assets under development - - -
Net Tangible Assets 5,482.82 2,198.23 456.85
Monetary Assets
Non-Current Assets
Investments 250.00 - -
Other non-current Financial assets (Including Security
179.78 166.75 40.04
Deposit and Interest thereon)
Current Assets
Investments 448.74 - -
Cash and cash equivalents 107.13 80.08 4.52
Earnest Money Deposit for short term 36.91 - -
Total Monetary Assets 1,340.56 246.83 44.56
Net monetary asset as % of Net tangible assets 24.45% 11.23% 9.75%
Calculation of average operating profits:
(In Rs. Lakhs)
For the Year For the Year For the Year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Profit before tax 3,965.97 2,094.63 247.36
Add: Finance Cost 179.50 104.98 11.13
Add: Corporate Social Responsibility Expenditure 23.20 - -
Less: Other Income 146.10 28.81 1.62
Net operating Profit 4,022.57 2,170.80 256.88
Average operating Profit 2,150.08
Calculation of net worth:
(In Rs. Lakhs)
As at March As at March As at March
Particulars
31, 2025 31, 2024 31, 2023
Equity share capital 250.00 250.00 250.00
Other equity 5233.54 1949.12 207.92
Net worth 5,483.54 2,199.12 457.92
As certified by Sanjeev Shriram Verma & Co., Chartered Accountants, pursuant to their certificate dated
September 24, 2025.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable. Further, our Company confirms that it is not ineligible to
make the Offer in terms of Regulation 5 of the SEBI ICDR Regulations, to the extent applicable.
The Selling Shareholders confirm that the Equity Shares offered as part of the Offer for Sale have been held in
compliance with Regulation 8 of the SEBI ICDR Regulations.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
451number of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will
be refunded forthwith in accordance with the SEBI ICDR Regulations and other applicable laws. The Selling
Shareholder shall be liable to reimburse our Company for any interest paid by it on behalf of the Selling
Shareholder on account of any delay with respect to the Allotment of the Offered Shares offered by the Selling
Shareholder in the Offer for Sale, or otherwise.
The details of our compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations, to the extent
applicable, are as follows:
(1) None of our Company, our Promoters, members of our Promoter Group, our Directors and the Selling
Shareholders are debarred from accessing the capital markets by SEBI.
(2) None of our Promoters or our Directors are associated as promoters or directors of companies which are
debarred from accessing the capital markets by SEBI.
(3) None of our Company, our Promoters or Directors are Wilful Defaulters or a Fraudulent Borrowers.
(4) None of our Promoters or Directors has been declared a Fugitive Economic Offender.
(5) There are no outstanding convertible securities of our Company or any other right which would entitle any
person with any option to receive Equity Shares of the Company as on the date of filling of this Draft Red
Herring Prospectus.
(6) Our Company, along with the Registrar to the Offer, have entered into tripartite agreements with NSDL
and CDSL, respectively, for dematerialization of the Equity Shares;
(7) The Equity Shares of our Company held by the Promoters are in the dematerialized form;
(8) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
of this Draft Red Herring Prospectus; and
(9) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, CUMULATIVE CAPITAL PRIVATE
LIMITED AND SHANNON ADVISORS PRIVATE LIMITED (“BRLMs”), HAVE CERTIFIED THAT
THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
452INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS AND THE SELLING
SHAREHOLDER ARE, SEVERALLY AND NOT JOINTLY, RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM IN THIS DRAFT RED
HERRING PROSPECTUS IN RELATION TO THEMSELVES FOR THE RESPECTIVE PORTION OF
THE EQUITY SHARES BEING OFFERED BY THEM IN THE OFFER FOR SALE, THE BOOK
RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE
THAT THE COMPANY AND THE SELLING SHAREHOLDERS DISCHARGES THEIR
RESPECTIVE RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGERS, BEING CUMULATIVE CAPITAL PRIVATE
LIMITED AND SHANNON ADVISORS PRIVATE LIMITED, HAVE FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED SEPTEMBER 25, 2025 IN THE FORMAT PRESCRIBED UNDER
SCHEDULE V (FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY
BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS,
ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS.
Note:
All applicable legal requirements pertaining to the Offer will be complied with at the time of filing of the Red
Herring Prospectus with the Registrar of Companies in terms of Section 32 of the Companies Act, 2013. All legal
requirements pertaining to the Offer will be complied with at the time of filing of the Prospectus with the Registrar
of Companies in terms of sections 26, 32, 33(1) and 33(2) of the Companies Act, 2013.
DISCLAIMER CLAUSE OF BSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.
DISCLAIMER CLAUSE OF NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to the NSE. The disclaimer clause
as intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to the RoC filing.
DISCLAIMER FROM OUR COMPANY, OUR DIRECTORS, SELLING SHAREHOLDERS AND THE
BRLMs
Our Company, our Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements
made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued
by or at our Company’s instance. Anyone placing reliance on any other source of information, including our
Company’s website, www.applcontainers.com or the respective website of the Promoter Group, Selling
Shareholders or any affiliate of our Company, its Subsidiary and Group Companies, would be doing so at his or
her own risk.
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement, and as will
be provided for in the Underwriting Agreement.
453All information shall be made available by our Company, each of the Selling Shareholders, severally and not
jointly (to the extent that the information pertain to its and its respective portions of the Offered Shares) and the
BRLMs to the applicants and public and investors at large and no selective or additional information would be
available for a section of the investors in any manner whatsoever, including at road show presentations, in research
or sales reports, at collection centres or elsewhere.
None among our Company or any member of the Syndicate is liable for any failure in (i) Uploading the bids due to
faults in any software/hardware system or otherwise, or (ii) the blocking of the bid amount in the ASBA account on
receipt of instructions from the Sponsor bank on the account of any errors, omissions or non-compliance by
various parties involve, or any other fault, malfunctioning, breakdown or otherwise, in the UPI mechanism.
Note:
Prospective Bidders who apply in the Offer will be required to confirm and will be deemed to have
represented to our Company, Underwriters, BRLMs and their respective directors, officers, agents,
affiliates, and representatives that they are eligible under all applicable laws, rules, regulations, guidelines
and approvals to acquire the Equity Shares and will not offer, sell, pledge, or transfer the Equity Shares to
any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares.
The BRLM and their associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, our Promoters, members of the Promoter Group, the Selling
Shareholders and their respective directors and officers, group companies, affiliates or associates or third parties
in the ordinary course of business and have engaged, or may in the future engage, in commercial banking and
investment banking transactions with our Company, our Directors, our Promoters, the Selling Shareholders,
officers, agents, and their respective group companies, affiliates or associates or third parties, for which they have
received, and may in the future receive, compensation. As used herein, the term ‘affiliate’ means any person or
entity that controls or is controlled by or is under common control with another person or entity.
DISCLAIMER IN RESPECT OF JURISDICTION
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Bhavnagar, Gujarat
only.
The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorized to invest in equity shares, domestic Mutual Funds
registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks
(subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to
hold and invest in shares, state industrial development corporations, permitted insurance companies registered
with IRDAI, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, permitted
provident funds (subject to applicable law) and pension funds, National Investment Fund, permitted insurance
companies, insurance funds set up and managed by the army and navy or air force of Union of India and insurance
funds set up and managed by the Department of Posts, India, systemically important NBFCs registered with the RBI
and permitted Non-Residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any,
provided that they are eligible under all applicable laws and regulations to purchase the Equity Shares.
This Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe or to purchase
the Equity Shares offered hereby, in any jurisdiction, including India to any person to whom it is unlawful to make
an offer or invitation in such jurisdiction. Invitations to subscribe to or purchase the Equity Shares in the Offer will
be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary offering
memorandum for the Offer, which comprises the Red Herring Prospectus and the preliminary international wrap
for the Offer, if the recipient is outside India.
454Any person into whose possession this Draft Red Herring Prospectus comes is required to inform him or herself
about, and to observe, any such restrictions.
Neither the delivery of this Draft Red Herring Prospectus or any Offer for Sale thereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company from the date
thereof or that the information contained herein is correct as of any time subsequent to this date.
No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer
outside India.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States. Accordingly, the Equity Shares are being offered and
sold outside of the United States in offshore transactions as defined in and in compliance with Regulation
S under the U.S. Securities Act and the applicable laws of the jurisdiction where such offers and sales are
made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any
such jurisdiction except in compliance with the applicable laws of such jurisdiction.
Until the expiry of 40 days after the commencement of this Offer, an offer or sale of Equity Shares within
the United States by a dealer (whether or not it is participating in this Offer) may violate the registration
requirements of the U.S. Securities Act.
Bidders were advised to ensure that any Bid from them would not have exceeded the investment limits or
the maximum number of Equity Shares that could be held by them under applicable law. Further, each
Bidder where required agreed in the Allotment Advice that such Bidder will not sell or transfer any Equity
Shares or any economic interest therein, including any off-shore derivative instruments, such as
participatory notes, offered 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 U.S. Securities Act.
LISTING
The Equity Shares proposed to be offered pursuant to the Red Herring Prospectus and the Prospectus are proposed
to be listed on Stock Exchanges. [●] will be the Designated Stock Exchange with which the Basis of Allotment
will be finalized. Applications will be made to Stock Exchanges for obtaining their permission for the listing and
trading of the Equity Shares.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the
completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock
Exchanges are taken within three Working Days from the Bid/Offer Closing Date or within such other period as
may be prescribed. The Selling Shareholder confirms that they shall extend reasonable support and co-operation
as required by law for the completion of the necessary formalities for listing and commencement of trading of the
Equity Shares at the Stock Exchanges within three Working Days from the Bid/Offer Closing Date, or within such
other period as may be prescribed.
If our Company does not allot the Equity Shares pursuant to the Offer within three Working Days from the
Bid/Offer Closing Date or within such timeline as prescribed by SEBI, all amounts received in the Public Offer
455Accounts will be transferred to the Refund Account and it shall be utilised to repay, without interest, all monies
received from Bidders, failing which interest shall be due to be paid to the Bidders as prescribed under applicable
law.
CONSENTS
Consents in writing of each of our Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, Chief Financial Officer, our Statutory Auditors, the Independent Chartered Accountant, the Legal Advisor
to the Company, the Banker to our Company, the Book Running Lead Managers, the Registrar to the Offer, the
Independent Chartered Accountants, the Independent Chartered Engineer, Independent Practicing Company
Secretary and ICRA have been obtained; and consents in writing of the Syndicate Members, the Bankers to the
Offer to act in their respective capacities, will be obtained and filed along with a copy of the Red Herring
Prospectus with the RoC as required under the Companies Act, 2013 and such consents that have been obtained
have not been withdrawn as of the date of this Draft Red Herring Prospectus.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated September 21, 2025 from our Statutory Auditors, M/s. J. Vasania
& Associates, Chartered Accountants bearing firm registration number 117332W, to include their name as
required under section 26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring
Prospectus and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as our Statutory Auditor, and in respect of their (i) examination report, dated September 18, 2025 on our
Restated Financial Information, (ii) examination report, dated September 18, 2025 on our Proforma Financial
Statements, and (iii) certificate dated September 19, 2025 on the statement of special tax benefits available to our
Company and Shareholders and such consent has not been withdrawn as on the date of this Draft Red Herring
Prospectus.
Our Company has received written consent dated September 5, 2025 from Sanjeev Shriram Verma & Co.,
Independent Chartered Accountants bearing firm registration number 003953C, to include their name as required
under Section 26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus
and referred to as an “expert”, as defined under Section 2(38) of the Companies Act in respect of the certificates
issued by them in their capacity as an independent chartered accountant to our Company. Such consent has not
been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has received written consent dated September 15, 2025 from M/s MK Mohapatra & Co.,
independent Chartered Accountants bearing firm registration number 0330172E, to include their name as required
under section 26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring
Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 in respect of the reports
and certificates issued in connection with the Offer.
Our Company has received a written consent dated September 20, 2025 from M/s. Sachapara & Associates,
Practicing Company Secretary, to include their name as an “expert” in this Draft Red Herring Prospectus under
Section 2(38) and other applicable provisions of the Companies Act pertaining to the certificates issued by them
to our Company. Such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
Our Company has received written consent dated September 10, 2025 from Hardik A. Modi, on behalf of HAM
& Engineers Inc., Chartered Engineer, to be named as an “expert” under Section 2(38) and other applicable
provisions of the Companies Act to the extent and in respect of his certificate dated September 10, 2025, in relation
to the Company’s Manufacturing Facility & Machinery.
However, the term “expert” and consent thereof shall not be construed to mean an “expert” or consent as defined
under the U.S. Securities Act.
PREVIOUS RIGHTS AND PUBLIC OFFERS DURING THE LAST FIVE YEARS
456Our Company has not undertaken any rights issue (as defined under the SEBI ICDR Regulations) in the five years
preceding the date of this Draft Red Herring Prospectus. Further, our Company has not undertaken any public
issue in the last five years preceding the date of this Draft Red Herring Prospectus.
COMMISSION AND BROKERAGE PAID ON PREVIOUS OFFERS OF OUR EQUITY SHARES IN
LAST FIVE YEARS
Since this is the Initial Public Offer of our Company, no sum has been paid or has been payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since
inception of the Company.
DETAILS OF PUBLIC/RIGHTS ISSUES BY LISTED GROUP COMPANIES, SUBSIDIARY AND
ASSOCIATE IN THE LAST THREE YEARS
As of the date of this Draft Red Herring Prospectus, our Company does not have any listed subsidiary or associates.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION PAID ON
PREVIOUS OFFERS OF THE EQUITY SHARES IN THE LAST FIVE YEARS
Since this is the Initial Public Offer of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in in
the five years preceding the date of this Draft Red Herring Prospectus.
CAPITAL OFFER DURING THE PREVIOUS THREE YEARS BY OUR COMPANY AND/OR LISTED
GROUP COMPANIES SUBSIDIARY AND ASSOCIATES OF OUR COMPANY
For details in relation to the capital issuances by our Company since incorporation, see “Capital Structure -
Notes to the Capital Structure” on page 103. Other than as disclosed, our Company has not made any capital
offers during the three years preceding the date of this Draft Red Herring Prospectus. Further, our Company does
not have any associates. Further, neither our Subsidiary nor our Group Companies are listed on any stock
exchange.
PERFORMACE VIS-À-VIS OBJECTS - PUBLIC/ RIGHTS OFFER OF OUR COMPANY
Our Company is an “Unlisted Offeror” in terms of the SEBI (ICDR) Regulations, and this Offer is an “Initial Public
Offering” in terms of the SEBI (ICDR) Regulations. Our Company has not made any public or rights Offer (as
defined under the SEBI ICDR Regulations) during the five years immediately preceding the date of this Draft Red
Herring Prospectus.
PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC/ RIGHTS OFFER OF THE LISTED
PROMOTERS/LISTED SUBSIDIARY OF OUR COMPANY
As on the date of this Draft Red Herring Prospectus, our Company does not have any listed Subsidiary.
Furthermore, our Company does not have a corporate promoter.
PRICE INFORMATION OF PAST OFFERS HANDLED BY THE BOOK RUNNING LEAD
MANAGERS
1. CUMULATIVE CAPITAL PRIVATE LIMITED
Cumulative Capital Private Limited, our Book Running Lead Manager, has been issued a certificate of
registration dated May 17, 2024 by SEBI as Merchant Banker Category I with registration no.
457INM000013129. Given below is the statement on price information of past offers handled by Cumulative
Capital Private Limited.
TABLE 1: DISCLOSURE OF PRICE INFORMATION OF PAST OFFERS HANDLED BY
CUMULATIVE CAPITAL PRIVATE LIMITED
+/-% change
in closing +/- % change in +/- % change in
Opening price, [+/- % closing price, closing price,
Offer
Offer Price change in [+/- % change [+/- % change in
Sr. Size
Price Listing on closing in closing closing
No. Offeror Name (₹ In
(₹) Date listing benchmark]- benchmark] 90th benchmark]-
Lakh)
date 30th calendar 180th calendar
calendar days days from listing days from listing
from listing
SME- IPOs
1. Pelatro Limited 5,598.00 200.00 September 275.00 49.60% 98.78% 70.45%
24, 2024 [-5.80%] [-9.07%] [-9.98%]
2. Agarwal 6,263.57 108.00 December 135.00 18.56% -21.02% 26.62%
Toughened 5, 2024 [-2.85%] [-10.63%] [0.03%]
Glass India
Limited
3. Patel Chem 5,880.00 84.00 August 110.00 11.26% - -
Specialities 01, 2025 [-0.98%]
Limited
Main Board IPOs
Nil
Source: www.bseindia.com and www.nseindia.com as applicable
Notes:
1. The BSE SENSEX and CNX NIFTY are considered as the Benchmark Index.
2. Price on BSE/NSE are considered for all the above calculations.
3. In case 30th, 90th and 180th day is not a trading day, closing price of the previous trading day has been
considered.
4. In case 30th, 90th and 180th day, scripts are not traded then the last trading price has been considered.
5. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for
disclosing the price information.
TABLE 2: SUMMARY STATEMENT OF PRICE INFORMATION OF PAST PUBLIC OFFERS
(DURING THE CURRENT FINANCIAL YEAR AND THE TWO FINANCIAL YEARS IMMEDIATELY
PRECEDING THE CURRENT FINANCIAL YEAR):
Nos. of IPOs Nos. of IPOs
Nos. of IPOs Nos. of IPOs
trading at trading at
trading at trading at
Tot discount- 30th discount-
premium- 30th premium- 180th
al Total calendar 180th calendar
calendar days calendar days
no. Funds days from days from
Financial from listing from listing
of Raised listing listing
Year
IP (₹ In Bet- Betw
Betwe Less BetweeLess Less Less
Os lakhs) Over Over Over ween Over -een
en 25- than n 25- than than than
* 50% 50% 50% 25- 50% 25-
50% 25% 50% 25% 25% 25%
50% 50%
SME IPOs
458Nos. of IPOs Nos. of IPOs
Nos. of IPOs Nos. of IPOs
trading at trading at
trading at trading at
Tot discount- 30th discount-
premium- 30th premium- 180th
al Total calendar 180th calendar
calendar days calendar days
no. Funds days from days from
Financial from listing from listing
of Raised listing listing
Year
IP (₹ In Bet- Betw
Betwe Less BetweeLess Less Less
Os lakhs) Over Over Over ween Over -een
en 25- than n 25- than than than
* 50% 50% 50% 25- 50% 25-
50% 25% 50% 25% 25% 25%
50% 50%
FY 2025- 1 5,880.00 - - - - - 1 - - - - - -
2026@
FY 2024-25 2 11,861.57 - - - - 1 1 - - - 1 1 -
2023-2024 - - - - - - - - - - - - - -
Main Board IPOs
FY2024-25 - - - - - - - - - - - - - -
@ The Script of Patel Chem Specialities Limited has not completed 180 days from the date of listing. The Date of
listing was on August 01, 2025.
2. SHANNON ADVISORS PRIVATE LIMITED
Shannon Advisors Private Limited, our Book Running Lead Manager, has been issued a certificate of
registration dated INM000013174 by SEBI as a Merchant Banker Category I with registration no. July 18,
2024. Given below is the statement on price information of past offers handled by Shannon Advisors Private
Limited.
TABLE 1: DISCLOSURE OF PRICE INFORMATION OF PAST OFFERS HANDLED BY SHANNON
ADVISORS PRIVATE LIMITED
+/-% change
in closing +/- % change in +/- % change in
Opening price, [+/- % closing price, closing price,
Offer
Offer Price change in [+/- % change in [+/- % change
Sr. Size
Price Listing on closing closing in closing
No. Offeror Name (₹ In
(₹) Date listing benchmark]- benchmark] 90th benchmark]-
Lakh)
date 30th calendar 180th calendar
calendar days days from listing days from listing
from listing
SME- IPOs
1. Globtier Infotech 3104.64 72 September 57.60 - - -
Limited* 02, 2025
Main Board IPOs
Nil
*The script of Globtier Infotech Limited has not completed 30, 90 & 180 days from the date of listing
Source: www.bseindia.com and www.nseindia.com, as applicable
TABLE 2: SUMMARY STATEMENT OF PRICE INFORMATION OF PAST PUBLIC OFFERS
(DURING THE CURRENT FINANCIAL YEAR AND THE TWO FINANCIAL YEARS IMMEDIATELY
PRECEDING THE CURRENT FINANCIAL YEAR):
459No. of IPOs No. of IPOs
No. of IPOs trading No. of IPOs trading
trading at trading at
Total at discount- 30th at premium- 30th
discount- 180th premium- 180th
Total amount calendar days calendar days
Financial calendar days calendar days
no. of funds from listing from listing
Year from listing from listing
of raised
Less Less Less Less
IPO (₹ In Over Between Over Between Over Between Over Between
than than than than
Lakh) 50% 25-50% 50% 25-50% 50% 25-50% 50% 25-50%
25% 25% 25% 25%
SME IPOs
2025- 1 3104.64 - - - - - - - - - - - -
2026
2024- - - - - - - - - - - - - - -
2025
2023- - - - - - - - - - - - - - -
2024
Main Board IPOs
FY2024- - - - - - - - - - - - - - -
25
Note:
i. The information is as on the date of this Draft Red Herring Prospectus.
ii. Benchmark Index considered as Sensex 30 Index and Nifty 50 Index.
iii. Prices on NSE/BSE are considered for all of the above calculations.
iv. In case 30th/90th/180th day is a holiday, closing price on NSE/BSE of the previous trading day has
been considered.
v. In case 30th/90th/180th day, scrips are not traded then closing price on NSE/BSE of the previous
trading day has been considered.
TRACK RECORD OF PAST OFFERS HANDLED BY THE BRLMS
For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012,
bearing reference number CIR/MIRSD/1/2012, see the websites of the BRLMs, as provided in the table below.
S. No. Name of the BRLM Website
1. Cumulative Capital Private Limited www.cumulativecapital.group
2. Shannon Advisors Private Limited www.shannon.co.in
STOCK MARKET DATA OF EQUITY SHARES
This being an Initial Public Offer of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange as of the date of this Draft Red Herring Prospectus, and accordingly, no stock market data is
available for the Equity Shares.
MECHANISM FOR INVESTOR GRIEVANCES AND REDRESSAL SYSTEM
The agreement between the Registrar to the Offer and our Company provides for retention of records with the
Registrar to the Offer for a period of at least eight years from the last date of listing and commencement of trading
of the Equity Shares on the Stock Exchanges or any such period as prescribed under the applicable laws, to enable
the investors to approach the Registrar to the Offer for redressal of their grievances. The Registrar to the Offer
shall obtain the required information from SCSBs for addressing any clarifications or grievances of ASBA
Bidders.
Our Company, Selling Shareholders, BRLMs and the Registrar to the Offer accept no responsibility for errors,
460omissions, or commission of any acts of SCSBs including any defaults in complying with its obligations under
applicable SEBI ICDR Regulations. Investors can contact our Company Secretary and Compliance Officer or the
Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of
Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund
intimations and non-receipt of funds by electronic mode, etc. For all Offer related queries and for redressal of
complaints, Bidders may also write to the BRLMs, in the manner provided below. Our Company, the Promoter
Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions,
commission or any acts of SCSBs including any defaults in complying with its obligations under the applicable
provisions of the SEBI ICDR Regulations.
All Offer related grievances other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The
Bidder should give full details such as name of the sole or First Bidder, Bid cum Application Form number,
Bidder’s DP ID, Client ID, PAN, date of the submission of Bid cum Application Form, address of the Bidder,
number of the Equity Shares applied for and the name and address of the Designated Intermediary where the Bid
cum Application Form was submitted by the Bidder and ASBA Account number in which the amount equivalent
to the Bid Amount was blocked or UPI ID (for UPI Bidders who make the payment of Bid Amount). The Registrar
to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances
of ASBA Bidders. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the
Designated Intermediary in addition to the documents or information mentioned hereinabove. The Registrar to
the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of
ASBA Bidders. For Offer related grievances, investors may contact the BRLMs, details of which are given in
“General Information” on page 91.
All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges
with a copy to the Registrar to the Offer.
All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the BRLMs with whom the
Bid cum Application Form was submitted by the Anchor Investor.
In terms of SEBI ICDR Master Circular and subsequent circulars, any ASBA Bidder whose Bid has not been
considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same
by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to
resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate
of 15% per annum for any delay beyond this period of 15 days.
Further, in terms of SEBI ICDR Master Circular read with the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master
Circular), the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by
the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application amounts
for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to
investor complaints has been paid by the SCSB.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the
Bid/Offer Closing Date, the Bidder shall be compensated by the intermediary responsible for causing such delay
in unblocking in accordance with applicable law. Further, investors shall be entitled to compensation in the manner
specified in the SEBI ICDR Master Circular in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds. The BRLMs, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking.
461Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism, for public offers opening
on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹100 per day or 15% per annum From the date on which the request
withdrawn / deleted applications of the Bid Amount, whichever is for cancellation / withdrawal /
higher deletion is placed on the bidding
platform of the Stock Exchanges
till the date of actual unblock
Blocking of multiple amounts for Instantly revoke the blocked From the date on which multiple
the same Bid made through the UPI funds other than the original amounts were blocked till the date
Mechanism application amount; and of actual unblock
₹100 per day or 15% per annum
of the total cumulative blocked
amount except the original Bid
Amount, whichever is higher
Blocking more amount than the Bid Instantly revoke the difference From the date on which the funds
Amount amount, i.e., the blocked amount to the excess of the Bid Amount
less the Bid Amount; and were blocked till the date of actual
unblock
₹100 per day or 15% per annum
of the difference amount,
whichever is higher
Delayed unblock for non – Allotted/ ₹100 per day or 15% per annum From the Working Day subsequent
partially Allotted applications of the Bid Amount, whichever is to the finalisation of the Basis of
higher Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the BRLMs shall be liable to compensate the investor ₹100 per
day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period
ranging from the day on which the investor grievance is received till the date of the actual unblock.
STATUS OF INVESTOR COMPLAINTS
We confirm that we have not received any investor complaint during the three (3) years preceding the date of this
Draft Red Herring Prospectus and hence there are no pending investor complaints as on the date of this Draft Red
Herring Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME
MANAGEMENT AS THE COMPANY
Our Company does not have any listed Subsidiary or Group Companies as on the date of filing of this Draft Red
Herring Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company has obtained authentication on the SCORES in terms of the SEBI circular no. CIR/OIAE/1/2013
dated April 17, 2013 and shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 and
462SEBI master circular SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal
of investor grievances through SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant
Designated Intermediary, for the redressal of routine investor grievances shall be Seven (7) Working Days from
the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company will seek to redress these complaints as expeditiously as possible.
Each of the Selling Shareholders, severally and not jointly, has authorized the Company Secretary and the
Compliance Officer of our Company, to deal with, on its behalf, any investor grievances received in the Offer in
relation to such Selling Shareholder or its respective portion of the Offered Shares. Our Company has not received
investor complaints in relation to the Equity Shares for the three years prior to the filing of the Draft Red Herring
Prospectus, hence no investor complaint in relation to our Company is pending as on the date of filing of the Draft
Red Herring Prospectus. Investors can contact the Company Secretary and Compliance Officer, the BRLMs or
the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of
Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders
or non-receipt of funds by electronic mode, etc. Our Company has also appointed Divya Reejwani, as our
Company Secretary and Compliance Officer. For details, see “General Information – Company Secretary and
Compliance Officer” on page 93.
Our Company has also constituted a Stakeholders Relationship Committee which is responsible for redressal of
grievances of security holders of our Company. For further details on the Stakeholders Relationship Committee,
see “Our Management – Committees of the Board – Stakeholders’ Relationship Committee” on page 279.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI
Our Company has neither applied for nor received any exemption under Regulation 300 of the SEBI ICDR
Regulations.
OTHER CONFIRMATIONS
No person connected with the Offer, except for fees or commission for services rendered in relation to the Offer,
shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise
to any Bidder for making a Bid.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
463SECTION VII – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued , offered, Allotted and transferred pursuant to the Offer shall be subject to the
provisions of the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing
Regulations, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the
Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms
and conditions as may be incorporated in other documents/certificates that may be executed in respect of the Offer.
The Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating
to the issue of capital, Offer for sale and listing and trading of securities issued from time to time by SEBI, the
Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the
Offer and to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the
Government of India, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for
the Offer.
THE OFFER
The Offer comprises a Fresh Issue of Equity Shares by our Company and an Offer for Sale by the Selling
Shareholders. The entire Offer – related expenses shall be borne by our Company and the Selling Shareholders in
proportion to their respective Offered Shares and in accordance with the applicable laws. For further information, on
the Offer – related expenses, see “Objects of the Offer” beginning on page 118.
RANKING OF EQUITY SHARES
The Equity Shares being offered /Allotted and transferred pursuant to the Offer shall be subject to the provisions
of the Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of
Association and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares
including in respect of the right to receive dividend, voting and other corporate benefits. For further details, see
“Description of Equity Shares and Terms of Articles of Association” beginning on page 502.
MODE OF PAYMENT OF DIVIDEND
Our Company shall pay dividend, if declared, to our Equity Shareholders, as per the provisions of the Companies
Act 2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of Association, and
any guidelines or directions that may be issued by the Government in this regard. Dividends, if any declared by
our Company after the date of Allotment, will be payable to the Bidders who have been Allotted Equity Shares in
this Offer, for the entire year, in accordance with the applicable laws. For more information, see the chapters titled
“Dividend Policy” and “Description of Equity Shares and Terms of Articles of Association” beginning on pages
299 and 502, respectively.
FACE VALUE, OFFER PRICE, FLOOR PRICE AND PRICE BAND
The face value of each Equity Share is ₹ 10/- and the Offer Price at the lower end of the Price Band is ₹ [●] per
Equity Share and at the higher end of the Price Band is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹
[●] per Equity Share. The Price Band and the minimum Bid Lot size for the Offer will be decided by our Company
and Selling shareholders in consultation with the BRLMs, and advertised in all editions of [●], the English national
daily newspaper, all editions of [●], the Hindi national daily newspaper and all editions of [●], the Regional Daily
newspaper, (Gujarati being the local language of Gujarat, where our Registered Office is situated), each with wide
circulation, at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the
Stock Exchanges for the purpose of uploading the same on their websites. The Price Band, along with the relevant
financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application
Forms available on the respective websites of the Stock Exchanges. At any given point of time, there shall be only
one denomination for the Equity Shares.
464COMPLIANCE WITH DISCLOSURE AND ACCOUNTING NORMS
Our Company shall comply with all disclosure and accounting norms specified by SEBI from time to time.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable law, rules, regulations and guidelines and the Articles of Association, our equity
Shareholders shall have the following rights:
1) Right to receive dividend, if declared;
2) Right to attend general meetings and exercise voting powers, unless prohibited by law;
3) Right to vote on a poll either in person or by proxy or e-voting in accordance with the provisions of
the Companies Act;
4) Right to receive offers for rights shares and be allotted bonus shares, if announced;
5) Right to receive any surplus on liquidation subject to any statutory and preferential claims being
satisfied;
6) Right of free transferability of their Equity Shares, subject to applicable laws including RBI rules and
regulations and other applicable laws; and
7) Such other rights as may be available to a shareholder of a listed public company under the Companies
Act 2013, the terms of the SEBI Listing Regulations and our Memorandum of Association and Articles
of Association and other applicable laws.
For a detailed description of the main provisions of our Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission, consolidation and splitting, see “Description of Equity
Shares and Terms of Articles of Association” beginning on page 502.
ALLOTMENT OF SECURITIES IN DEMATERIALISED FORM
In terms of Section 29 of the Companies Act 2013, and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialized form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall
only be in dematerialised form on the Stock Exchanges. In this context, tripartite agreements had been signed among
the Company, the respective Depositories and the Registrar to the Offer:
1) Tripartite agreement dated May 14, 2025, amongst our Company, NSDL and the Registrar to the Offer;
2) Tripartite agreement dated May 14, 2025, amongst our Company, CDSL and the Registrar to the Offer.
Our Company’s Equity Share bear ISIN no. INE1HT701013.
MARKET LOT AND TRADING LOT
Since trading of the Equity Shares will be in dematerialized form, the tradable lot is one Equity Share. Allotment
in the Offer will be only in electronic form in multiples of one Equity Shares, subject to a minimum Allotment of
[●] Equity Shares. For further details, see “Offer Procedure” beginning on page 476.
JOINT HOLDERS
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of
the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
NOMINATION FACILITY TO INVESTORS
In accordance with Section 72 of the Companies Act 2013, read with Companies (Share Capital and Debentures)
Rules, 2014, as amended, the sole or first Bidder along with other joint Bidders, may nominate any one person in
whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may
be, the Equity Shares Allotted, if any, will vest to the exclusion of the other persons, unless the nomination is
varied or cancelled in the prescribed manner.
A person, being a nominee, entitled to the Equity by reason of the death of the original holder(s), will, in
accordance with Section 72 of the Companies Act 2013, be entitled to the same benefits to which he or she will
465be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s)
may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in
the event of the holder’s death during minority.
A nomination may be cancelled or varied by nominating any other person in place of the present nominee, by the
holder of the Equity Share(s) who has made the nomination, by giving a notice of such cancellation or variation
to our Company in the prescribed form. A buyer will be entitled to make a fresh nomination in the manner
prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered
Office or to the registrar and transfer agents of our Company.
Further, any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act 2013,
shall upon the production of such evidence as may be required by the Board, elect either:
1) to register himself or herself as the holder of the Equity Shares; or
2) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board
may thereafter withhold payment of all dividends, interests, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialized form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder would prevail. If Bidders want to change their nomination, they are requested to inform their
respective Depository Participant.
BID/ OFFER PROGRAMME
BID/OFFER OPENS ON [●] (1)
BID/ OFFER CLOSES ON [●] (2)(3)
(1) Our Company and the Selling Shareholders in consultation with the BRLMs, may consider participation by
Anchor Investors. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer
Opening Date in accordance with the SEBI ICDR Regulations.
(2) Our Company and the Selling Shareholders in consultation with the BRLMs may, consider closing the
Bid/Offer Period for QIBs one day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR
Regulations.
(3) UPI mandate end time and date shall be at 5.00 pm on Bid/Offer Closing Date.
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Bid/Offer Closing Date [●]
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/ unblocking of funds from On or about [●]
ASBA Account*
Credit of Equity Shares to depository accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/Offer Closing Date for cancelled/ withdrawn/ deleted
ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid
Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed
in Stock Exchanges bidding platform until the date on which the amounts are unblocked; (ii) any blocking of
multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall
466be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except
the original application amount, whichever is higher from the date on which such multiple amounts were blocked
till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be
compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher
from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in
unblocking of non-allotted/ partially allotted Bids, exceeding two Working Days from the Bid/ Offer Closing Date,
the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount,
whichever is higher for the entire duration of delay exceeding two Working Days from the Bid/ Offer Closing Date
by the SCSB responsible for causing such delay in unblocking. The post Offer BRLMs shall be liable for
compensating the Bidder at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is
higher from the date of receipt of the Investor grievance until the date on which the blocked amounts are unblocked.
The Bidder shall be compensated in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 which for the avoidance of doubt, shall be deemed to
be incorporated in the deemed agreement of the Company with the SCSBs, to the extent applicable.
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any
obligation or liability on our Company, the Selling Shareholders or the BRLMs.
In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working Days from the Bid/Offer Closing Date, identifying non-adherence to timelines and processes and
an analysis of entities responsible for the delay and the reasons associated with it.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days
of the Bid/Offer Closing Date, the timetable may be extended due to various factors, such as extension of the
Bid/Offer Period by our Company and the Selling Shareholders in consultation with the BRLMs, revision of the
Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in
accordance with the applicable laws.
Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes
to the above-mentioned timelines. Further, the Offer procedure is subject to change to any revised SEBI circulars
to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time “IST”)
Bid/Offer Closing Date*
Submission and revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST
Submission of Electronic Only between 10.00 a.m. and up to 5.00 p.m. IST
Applications (Online ASBA
through 3-in-1 accounts) –For RIBs
Submission of Electronic Only between 10.00 a.m. and up to 4.00 p.m. IST
Applications (Bank ASBA through
Online channels like Internet
Banking, Mobile Banking and
Syndicate UPI ASBA applications
where Bid Amount is up to
₹500,000)
Submission of Electronic Only between 10.00 a.m. and up to 3.00 p.m. IST
467Applications (Syndicate Non-
Retail, Non-Individual Applications
of QIB and NIB)
Submission of Physical Only between 10.00 a.m. and up to 1.00 p.m. IST
Applications (Bank ASBA)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs Only between 10.00 a.m. and up to 4.00 p.m. IST on Bid/
and Non-Institutional Bidders Offer Closing Date
categories#
Upward or downward Revision of Only between 10.00 a.m. and up to 5.00 p.m. IST
Bids or
cancellation of Bids by RIBs
*UPI mandate end time and date shall be at 5.00 pm on the Bid/Offer Closing Date.
# QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their bids.
On the Bid/Offer Closing Date, the Bids shall be uploaded until:
1) In case of Bids by QIBs and Non-Institutional Bidders, the Bids and the revisions in Bids shall be
accepted only between 10.00 a.m. and 3.00 p.m. (IST) and uploaded by 4.00 p.m. IST, and
2) In case of Bids by Retail Individual Bidders, the Bids and the revisions in Bids shall be accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 5.00 p.m. IST or such extended time as
permitted by the Stock Exchanges, in case of Bids by RIBs.
On Bid/Offer Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received
by Retail Individual Bidders, after taking into account the total number of Bids received up to closure of timings
for acceptance of Bid cum Application Forms as stated herein and as reported by the BRLMs to the Stock
Exchanges.
The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on
daily basis within 60 minutes of the Bid closure time from the Bid/Offer Opening Date till the Bid/Offer Closing
Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing
hours of the Working Day and submit the confirmation to the BRLMs and the RTA on a daily basis, as per the
format prescribed in SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid
Amount is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account,
as the case may be, would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/Offer Closing Date. Any time mentioned in this Draft Red Herring
Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer
Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded
will not be considered for allocation under the Offer. Bids will be accepted only during Working days.
Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no.
NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall
not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall
be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock
Exchanges.
Our Company and Selling shareholders in consultation with the Book Running Lead Managers, reserves the right
to revise the Price Band during the Bid/Offer Period in accordance with the SEBI ICDR Regulations. The revision
468in the Price Band shall not exceed 20% on either side, i.e., the Floor Price can move up or down to the extent of
20% of the Floor Price and the Cap Price will be revised accordingly, but the Floor Price shall not be less than the
face value of the Equity Shares. In all circumstances, the Cap Price shall be less than or equal to 120% of the
Floor Price, provided that the Cap Price shall be at least 105% of the Floor Price.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional
Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar circumstances, our Company and the
Selling Shareholders in consultation with BRLMs, for reasons to be recorded in writing, extend the
Bid/Offer Period for a minimum of one Working Day, subject to the Bid/Offer Period not exceeding 10
Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, shall be
widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating
the change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by
intimation to Self-Certified Syndicate Banks (“SCSBs”), other Designated Intermediaries and the Sponsor
Bank, as applicable.
In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the Bid cum
Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall
be taken as the final data for the purpose of Allotment.
PERIOD OF OPERATION OF SUBSCRIPTION LIST
For details, please refer to “Terms of the Offer” beginning on page 464.
MINIMUM SUBSCRIPTION
If our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the
SCRR, the minimum subscription of 90% of the Fresh Issue on the date of closure of the Offer; or withdrawal of
applications; or after technical rejections or any other reasons; or in case of devolvement of Underwriters, as
applicable, within 60 days from the date of Bid/Offer Closing Date on the date of closure of the Offer or; or if the
listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares so offered under the
Offer document, our Company shall forthwith refund the entire subscription amount received in accordance with
applicable law including the SEBI circular bearing no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31,
2021. If there is a delay beyond two days after our Company becomes liable to pay the amount, our Company and
our Directors, who are officers in default, shall pay interest at the rate of 15% per annum.
The requirement for minimum subscription is not applicable to the Offer for Sale. In the event of an
undersubscription in the Offer, after meeting the minimum subscription requirement of 90% of the Fresh Issue,
the balance subscription in the Offer will be met through the issuance of balance part of the Fresh Issue.
Undersubscription, if any, in any category except the QIB portion, would be met with spill-over from the other
categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
Since our Equity Shares will be traded in dematerialized form only and the market lot for our Equity Shares will
be one Equity Share. Henceforth, no arrangements for disposal of odd lots are required.
RESTRICTION, IF ANY, ON TRANSFER AND TRANSMISSION OF EQUITY SHARES
Except for lock-in of the pre-Offer capital of our Company, lock-in of the Promoter’s minimum contribution under
469the SEBI ICDR Regulations and the Anchor Investor lock-in as provided in “Capital Structure” beginning on page
102, and except as provided in the Articles of Association as detailed in “Description of Equity Shares and Terms
of Articles of Association” beginning on page 502, there are no restrictions on transfers and transmission of Equity
Shares and on their consolidation/ splitting.
NEW FINANCIAL INSTRUMENTS
Our Company is not issuing any new financial instruments through this Offer.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
470OFFER STRUCTURE
The Offer is up to 38,10,000 Equity Shares for cash at price of ₹ [●] per Equity Share (having face value ₹ of 10/-
each and share premium of ₹ [●] per Equity Share) aggregating to ₹ [●] Lakh comprising a Fresh Issue of up to
12,50,000 Equity Shares aggregating up to ₹ [●] Lakh and an Offer for Sale of up to 25,60,000 Equity Shares
aggregating up to ₹ [●] Lakh.
The Offer shall constitute [●] % of the post-Offer paid-up Equity Share capital of our Company.
In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process in compliance
with Regulation 6(1), Regulation 31 and Regulation 32 of the SEBI ICDR Regulations.
Particulars QIBs (1) Non-Institutional Bidders Retail Individual Bidders
Number of Equity Not more than [●] Not less than [●] Equity Shares Not less than [●] Equity
Shares available Equity Shares of face of face value ₹ 10/- each Shares of face value ₹ 10/-
for Allotment/ value of ₹ 10/- each or available for allocation each available for
Allocation (2) Offer less allocation to allocation
Non-Institutional
Bidders and RIBs
Percentage of Not more than 50% of Not less than 15% of the Offer Not less than 35% of the
Offer Size the Offer Size shall be will be available for allocation Offer will be available for
available for available for allocation subject to the following: allocation.
Allotment / to QIBs. i. One-third of the Non-
Allocation. Institutional Portion will be
However, up to 5% of available for allocation to
the Net QIB Portion Bidders with an application
will be available for size more than ₹ 2 lakhs to ₹
allocation 10 lakhs and
proportionately to ii. two-third of the Non-
Mutual Funds only. Institutional Portion Will be
Mutual Funds available for allocation to
participating in the Bidders with an application
Mutual Fund Portion size of more than ₹ 10 lakhs.
will also be eligible for Provided that the unsubscribed
allocation in the Net portion in either of the sub-
QIB Portion. The categories specified above may
unsubscribed portion in be allocated to applicants in the
the Mutual Fund other sub-category of Non-
Portion will be Institutional Bidders in
available for allocation accordance with SEBI ICDR
to Net QIBs. Regulations, subject to valid
Bids being received at or above
the Offer Price.
Basis of Proportionate as The Equity Shares available for The Allotment to each
Allotment / follows (excluding the allocation to Bidders in the Non- Retail Individual Bidder
allocation if Anchor Investor Institutional Portion shall be shall not be less than the
respective Portion): subject to the following: minimum Bid lot, subject
categories are • up to [●] Equity to availability of Equity
oversubscribed* Shares shall be (a) One-third of the Non- Shares in Retail Portion and
available for Institutional Portion shall the remaining available
allocation on a be available for allocation Equity Shares is any, shall
proportionate basis to Bidders with an be allotted on a
471Particulars QIBs (1) Non-Institutional Bidders Retail Individual Bidders
to Mutual Funds application size more than proportionate basis. For
only; and ₹2 lakhs upto ₹10 lakhs; details, see “Offer
• up to [●] Equity and Procedure” beginning on
Shares shall be (b) Two-thirds of the Non page 476.
Allotted on a Institutional Portion shall
proportionate basis be available for allocation
to all QIBs to Bidders with an
including Mutual application size of more
Funds receiving than ₹10 lakhs.
allocation as per (a)
above. Provided that the
unsubscribed portion in
Up to 60% of the QIB either of these two sub-
Portion (up to [●] categories of Non-
Equity Shares) may be Institutional Portion may be
allocated on a allocated to the Bidders in
discretionary basis to the other sub-category of
Anchor Investors of Non-Institutional Portion in
which one-third shall be accordance with SEBI
available for allocation ICDR Regulations.
to Mutual Funds only,
subject to valid Bid The allotment to each Non-
received from Mutual Institutional Bidder shall not be
Funds at or above the less than the Minimum Non-
Anchor Investor Institutional Bidder Bid Size,
Allocation Price subject to availability of Equity
Shares in the Non-Institutional
Portion and the remaining
available Equity Shares, if any,
shall be allotted on a
proportionate basis, in
accordance with SEBI ICDR
Regulations.
Mode of Bid^ ASBA Process only ASBA Process only (through the ASBA Process only
(except in case of UPI Mechanism to the extent of (through the UPI
Anchor Investors) Bids up to ₹ 500,000) Mechanism).
Minimum Bid Such number of Equity Such number of Equity Shares [●] Equity Shares and in
Shares and in multiples and in multiples of [●] Equity multiples of [●] Equity
of [●] Equity Shares so Shares so that the Bid Amount Shares thereafter
that the Bid Amount exceeds ₹ 2 lakhs
exceeds ₹ 2 lakhs and in
multiples of [●] Equity
Shares thereafter
Maximum Bid Such number of Equity Such number of Equity Shares in Such number of Equity
Shares in multiples of multiples of [●] Equity Shares Shares in multiples of [●]
[●] Equity Shares not not exceeding the size of the Equity Shares so that the
exceeding the size of Offer (excluding the QIB Bid Amount does not
the Offer (excluding the Portion), subject to applicable exceed ₹ 2 lakhs
limits to each Bidder.
472Particulars QIBs (1) Non-Institutional Bidders Retail Individual Bidders
Anchor portion),
subject to applicable
limits to each Bidder.
Mode of Compulsorily in dematerialized form.
Allotment
Mode of Bidding Only through the ASBA process (including the UPI Mechanism, as applicable) (except for
Anchor Investors).
SEBI ICDR Master Circular has prescribed that all individual investors applying in initial
public offerings opening on or after May 1, 2022, where the application amount is up to ₹
5.00 lakhs may use UPI. Individual investors bidding under the Non-Institutional Portion
bidding for more than ₹ 2.00 lakhs and up to ₹ 5.00 lakhs shall be required to use the UPI
Mechanism.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Allotment Lot A minimum of [●] Equity Shares and thereafter in multiples of [●] Equity Share
Trading Lot One Equity Share
Who can apply (2) Public financial Eligible NRIs, Resident Indian Resident Indian
(3) (4) institutions as specified individuals, HUFs (in the name individuals, HUFs (in the
in section 2(72) of the of the Karta), companies, name of the Karta) and
Companies Act, 2013, corporate bodies, scientific Eligible NRIs
scheduled commercial institutions, societies, trusts,
banks, Mutual Funds, family offices and FPIs who are
FPIs (other than individuals, corporate bodies
individuals, corporate and family offices which are re-
bodies and family categorized as Category II FPIs
offices), VCFs, AIFs, (as defined in the SEBI FPI
FVCIs registered with Regulations) and registered with
SEBI, multilateral and SEBI.
bilateral development
financial institutions,
state industrial
development
corporation, insurance
companies registered
with IRDAI, provident
funds (subject to
applicable law) with
minimum corpus ₹
2,500 Lakhs, pension
funds with minimum
corpus of ₹ 2,500
Lakhs, registered with
the Pension Fund
Regulatory and
Development Authority
established under
subsection (1) of
section 3 of the Pension
Fund Regulatory and
Development Authority
Act, 2013, National
Investment Fund set up
473Particulars QIBs (1) Non-Institutional Bidders Retail Individual Bidders
by the Government
through resolution F.
No.2/3/2005-DD-II
dated November 23,
2005, the insurance
funds set up and
managed by army, navy
or air force of the Union
of India, insurance
funds set up and
managed by the
Department of Posts,
India and NBFC-SI.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors
at the time of submission of their Bids (3)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank
account of the ASBA Bidder (excluding for Anchor Investors) or by the Sponsor Bank(s)
through the UPI Mechanism that is specified in the ASBA Form at the time of submission
of the ASBA Form and in case of UPI as an alternate mechanism, bid amount shall be
blocked at the time of confirmation of mandate collection request by applicant.
*Assuming full subscription in the Offer
^ As per SEBI ICDR Master Circular it is mandated that ASBA applications in public issues shall be processed
only after the application monies are blocked in the bank accounts of the investors. Accordingly, Stock Exchanges
shall, for all categories of investors i.e. QIBs, NIIs and RIIs and also for all modes through which the applications
are processed, accept the ASBA applications in their electronic book building platform only with a mandatory
confirmation on the application monies blocked.
(1) Subject to valid Bids being received at or above the Offer Price. The Offer is being made in terms of Rule
19(2)(b) of the SCRR and under Regulation 6(1) of the SEBI ICDR Regulations. Our Company, in
consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretion
Company, in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor at the Anchor
Investor Offer Price, on a discretionary basis, in accordance with the SEBI ICDR Regulations. One-third of
the Anchor Investor Portion shall be reserved for domestic Mutual Funds only, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, in the event
of under-subscription or non-Allocation in the Anchor Investor Portion, the balance Equity Shares in the
Anchor Investor Portion shall be added to the Net QIB Portion. For details, see “Offer Procedure”
beginning on page 476.
(2) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository
account is also held in the same joint names and the names are in the same sequence in which they appear
in the Bid cum Application Form. The Bid cum Application Form should contain only the name of the First
Bidder whose name should also appear as the first holder of the beneficiary account held in joint names.
The signature of only such first Bidder would be required in the Bid cum Application Form and such First
Bidder would be deemed to have signed on behalf of the joint holders. Bidders will be required to confirm
and will be deemed to have represented to our Company, the Underwriters, their respective directors,
officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company reserves the right to reject, in its
absolute discretion, all or any multiple Bids in any or all categories.
(3) Anchor Investors are not permitted to use the ASBA process. Full Bid Amount shall be payable by the Anchor
Investors at the time of submission of the Anchor Investor Application Forms provided that any difference
between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the
Anchor Investor pay-in date as indicated in the CAN. In case the Offer Price is lower than the Anchor
Investor Allocation Price, the amount in excess of the Offer Price paid by the Anchor Investors shall not be
refunded to them. For details of terms of payment of applicable to Anchor Investors, see “Offer Procedure”
beginning on page 476.
(4) Bids by FPIs with certain structures as described under “Offer Procedure – Bids by FPIs” on page 486 and
474having the same PAN may be collated and identified as a single Bid in the Bidding process. The Equity
Shares Allocated and Allotted to such successful Bidders (with the same PAN) may be proportionately
distributed.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except
the QIB Portion, would be met with spill-over from the other categories or a combination of categories at the
discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange on proportionate
basis at the discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange,
subject to applicable law. Under-subscription, if any, in the QIB Portion would not be allowed to be met with
spill-over from other categories or a combination of categories. For further details, see “Terms of the Offer”
beginning on page 464 and “Offer Procedure” beginning on page 476.
WITHDRAWAL OF THE OFFER
Our Company and Selling Shareholders in consultation with the BRLMs proceed with the Offer entire or portion
of the Offer for any reason at any time after the Bid/ Offer Opening Date but before the Allotment. In such an
event, our Company would issue a public notice in the same newspapers in which the pre- Offer advertisements
were published, within two days of the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI,
providing reasons for not proceeding with the Offer Further, the Stock Exchanges shall be informed promptly in
this regard by our Company and the BRLMs. Also, BRLMs through the Registrar to the Offer, shall notify the
SCSBs and the Sponsor Banks to unblock the bank accounts of the ASBA Bidders within one Working Day from
the date of receipt of such notification. In the event of withdrawal of the Offer and subsequently, plans of a fresh
issue by our Company, a fresh Draft Red Herring Prospectus will be submitted again to the SEBI.
Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment and within three Working Days or such
other period as may be prescribed, and (ii) the final RoC approval of the Prospectus after it is filed with the RoC.
If our Company and the Selling Shareholders in consultation with the BRLMs withdraws the Offer after the
Bid/Offer Closing Date and thereafter determines that it will proceed with a public offering of the Equity Shares,
our Company shall file a fresh Draft Red Herring Prospectus with SEBI and the Stock Exchanges.
If Allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded/unblocked within the time prescribed under applicable law.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
475OFFER PROCEDURE
All Bidders should read the General Information Document for investing in public offers prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars
(the “General Information Document”) which highlights the key rules, processes and procedures applicable to
public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the
SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form.
The General Information Document is available on the websites of the Stock Exchanges and the BRLMs. Please
refer to the relevant provisions of the General Information Document which are applicable to the Offer, including
in relation to the process for Bids by UPI Bidders. The investors should note that the details and process provided
in the General Information Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category
of investors eligible to participate in the Offer, (ii) maximum and minimum Bid size, (iii) price discovery and
allocation, (iv) payment instructions for ASBA Bidders, (v) issuance of Confirmation of Allocation Note (CAN)
and Allotment in the Offer, (vi) general instructions (limited to instructions for completing the Bid cum
Application Form), (vii) Designated Date, (viii) disposal of applications, (ix) submission of Bid cum Application
Form, (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an
application would be rejected on technical grounds), (xi) applicable provisions of Companies Act, 2013 relating
to punishment for fictitious applications, (xii) mode of making refunds, and (xiii) interest in case of delay in
Allotment or refund.
SEBI through the SEBI UPI Circulars introduced an alternate payment mechanism using UPI and consequent
reduction in timelines for listing in a phased manner. UPI has been introduced in a phased manner as a payment
mechanism with the ASBA for applications by Retail Individual Bidders through intermediaries from January 1,
2019. The UPI Mechanism for Retail Individual Bidders applying through Designated Intermediaries, in phase I,
was effective along with the prior process and existing timeline of T+6 days (“UPI Phase I”), until June 30, 2019.
Subsequently, for applications by Retail Individual Bidders through Designated Intermediaries, the process of
physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been
discontinued and only the UPI Mechanism for such Bids with existing timeline of T+6 days is applicable for a
period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”).
Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019
extended the timeline for UPI Phase II till March 31, 2020. However, given the prevailing uncertainty due to the
COVID- 19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020
extended the timeline for UPI Phase II till further notice from SEBI. The final reduced timeline of T+3 days for
the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”), and modalities of the implementation of
UPI Phase III has been notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August
9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a
mandatory basis for all issues opening on or after December 1, 2023. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with the circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021, and circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023 has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. This circular shall come into
force for initial public offers opening on or after May 1, 2021 except as set out in circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the provisions of this circular are deemed to form
part of this Draft Red Herring Prospectus.
Furthermore, pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual
bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to ₹5,00,000
shall use the UPI Mechanism. This circular has come into force for initial public offers opening on or after May
1, 2022 and the provisions of this circular are deemed to form part of this Draft Red Herring Prospectus.
476Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75500 dated May 30, 2022,
applications made using the ASBA facility in initial public offerings (opening on or after September 01, 2022)
shall be processed only after application monies are blocked in the bank accounts of investors (all categories).
Pursuant to the SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, a
chapter-wise framework for compliance with various obligations under the SEBI ICDR Regulations was
introduced, including with regards to UPI Phase III.
The BRLMs shall be the nodal entity for any issues arising out of the public issuance process. In terms of
Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI
circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part of the
agreements being signed between the intermediaries involved in the public issuance process and BRLMs shall
continue to coordinate with intermediaries involved in the said process.
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of Equity Shares
that can be held by them under applicable law or as specified in the Red Herring Prospectus.
Further, our Company, the Selling Shareholders and the Syndicate are not liable for any adverse occurrence’s
consequent to the implementation of the UPI Mechanism for application in this Offer.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the
Depositories to suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the
aforementioned circulars, our Company may request the Depositories to suspend/ freeze the ISIN in depository
system from or around the date of the Red Herring Prospectus till the listing and commencement of trading of our
Equity Shares. The shareholders who intend to transfer the pre-Offer shares may request our Company and/ or the
Registrar for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to
our Company and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite documents
along with applicable stamp duty and corporate action charges to the respective depository to execute the transfer
of shares under suspended ISIN through corporate action. The transfer request shall be accepted by the
Depositories from our Company till one day prior to Bid/ Offer Opening Date.
SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has
introduced the disclosure of audiovisual presentation of disclosures made in Offer Documents. Pursuant to the AV
Circular, investors are advised not to rely on any other document, content or information provided in respect to
the public issue on the internet/online websites/social media platforms/micro-blogging platforms by finfluencers.
Further, investors are advised to rely only on the information contained in the Offer document and Price Band
Advertisement for making investment decision.
BOOK BUILDING PROCEDURE
The Offer is being made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance
with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be available
for allocation to QIBs on a proportionate basis, provided that our Company in consultation with the BRLMs, may
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Offer Price. In the event of under-
subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the
QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to
Mutual Funds, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to
all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above
the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis
477to Non-Institutional Bidders of which one-third shall be available for allocation to Bidders with an application
size more than ₹ 2 lakhs to ₹ 10 lakhs and two-thirds shall be available for allocation to Bidders with an application
size of more than ₹ 10 lakhs in accordance with the SEBI ICDR regulations, and not less than 35% of the Offer
shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill over from any other category or combination of
categories of Bidders at the discretion of our Company in consultation with the BRLMs and the Designated Stock
Exchange subject to receipt of valid Bids received at or above the Offer Price. However, under subscription, if
any, in the QIB Portion will not be allowed to be met with spill over from other categories or a combination of
categories.
Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated
February 13, 2020 and press release dated June 25, 2021.
The Equity shares on Allotment, shall be traded only in the dematerialised mode on the platform of the Stock
Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, PAN, and UPI ID (for Retail Individual Bidders Bidding through the UPI
Mechanism), shall be treated as incomplete and will be rejected. Bidders will not have the option of being
Allotted Equity Shares in physical form. However, they may get the Equity Shares rematerialized
subsequent to Allotment of the Equity Shares in the Offer, in compliance with Applicable Laws.
PHASED IMPLEMENTATION OF UPI MECHANISM
SEBI has issued the SEBI UPI Circulars in relation to streamlining the process of public Offer of, among others,
equity shares. Pursuant to the SEBI UPI Circulars, the UPI Mechanism has been introduced in a phased manner
as a payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs
under ASBA) for applications by UPI Bidders through Designated Intermediaries with the objective to reduce the
time duration from public Offer closure to listing from six Working Days to up to three Working Days.
Considering the time required for making necessary changes to the systems and to ensure complete and smooth
transition to the UPI payment mechanism, the SEBI UPI Circulars have introduced the UPI Mechanism in three
phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, a Retail Individual Bidder had the option to submit the ASBA Form with any of
the Designated Intermediary and use his/her UPI ID for the purpose of blocking of funds. The time duration from
public issue closure to listing continued to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI, vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI, vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, extended the timeline for implementation of UPI
Phase II till further notice. Under this phase, submission of the ASBA Form by UPI Bidders through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continues to be six Working Days
during this phase.
478Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1,
2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the
time duration from public issue closure to listing has been reduced to three Working Days. The Offer shall be
undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to
any circulars, clarification or notification issued by the SEBI from time to time, including any circular,
clarification or notification which may be issued by SEBI.
All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI. The Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit
between the Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions
of the UPI Bidders using the UPI.
Pursuant to the UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful
Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is finalised. Failure
to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities
law. Additionally, if there is any delay in the redressal of investors’ complaints in this regard, the relevant SCSB
as well as the post – Offer BRLMs will be required to compensate the concerned investor.
The Offer is made under UPI Phase III of the SEBI UPI Circulars, the same will be advertised in all editions of
[●], the English national daily newspaper, all editions of [●], the Hindi national daily newspaper and [●] editions
of [●], the Regional daily newspaper, (Gujarati being the local language of Gujarat, where our Registered Office
is situated), each with wide circulation, on or prior to the Bid/ Offer Opening Date and such advertisement shall
also be made available to the Stock Exchanges for the purpose of uploading on their websites.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks make an application as prescribed in Annexure I of SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation on compliance
with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders
applying in public issues where the application amount is up to ₹5,00,000 shall use the UPI Mechanism and shall
also provide their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein
below:
(i) a Syndicate Member;
(ii) a stock broker registered with a recognised stock exchange (and whose name is mentioned on the website of
the stock exchange as eligible for this activity);
(iii) a Depository Participant (whose name is mentioned on the website of the stock exchange as eligible for this
activity);
(iv) a registrar to an Offer and share transfer agent (whose name is mentioned on the website of the stock
exchange as eligible for this activity).
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the Book Running Lead Managers.
479BID CUM APPLICATION FORM
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be
available with the Designated Intermediaries at relevant Bidding Centres and at the Registered Office. The
electronic copy of the Bid cum Application Forms will also be available for download on the websites of NSE
(www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Offer Opening Date.
For Anchor Investors, the Bid cum Application Forms will be available at the offices of the BRLMs. Bidders
(other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer. Anchor
Investors are not permitted to participate in this Offer through the ASBA process.
All ASBA Bidders must provide either, (i) bank account details and authorisation to block funds in the ASBA
Form, or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA Form
and the ASBA Forms that do not contain such details will be rejected. Applications made by the UPI Bidders using
third party bank account or using third party linked bank account UPI ID are liable for rejection.
UPI Bidders Bidding using the UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid
cum Application Form. Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. UPI
Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications using the
UPI handles as provided on the website of SEBI.
Further, Bidders shall ensure that the Bids are submitted at the Bidding Centres only on Bid cum Application
Forms bearing the stamp of a Designated Intermediary (except in case of electronic Bid cum Application Forms)
and Bid cum Application Forms not bearing such specified stamp maybe liable for rejection.
ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount
equivalent to the full Bid Amount which can be blocked by the SCSBs or the Sponsor Bank(s), as applicable, at
the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send
SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked including details as prescribed in
Annexure II of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Colour of Bid cum
Category
Application Form(1)
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail [●]
Individual Bidders and Eligible NRIs applying on a non-repatriation basis(2)
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions [●]
applying on a repatriation basis (2)
Anchor Investors (3) [●]
(1) Excluding electronic Bid cum Application Forms
(2) Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the
website of NSE (www.nseindia.com) and BSE (www.bseindia.com).
(3) Bid cum Application Forms for Anchor Investors shall be available at the offices of BRLMs.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details (including
UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock
Exchanges. Subsequently, for ASBA Forms (other than UPI Bidders using UPI Mechanism), Designated
Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB where the Bidder
has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock
Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real
time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and
re-submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either
DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded.
480For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID)
with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI
Bidders for blocking of funds. The Sponsor Bank shall initiate request for blocking of funds through NPCI to UPI
Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications
associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the
Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (Bidding through UPI
Mechanism) in case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank, NPCI or the
issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail
of all disputed transactions/ investor complaints to the Sponsor Bank and the issuer bank. The Sponsor Bank and
the Bankers to the Offer shall provide the audit trail to the BRLMs for analysing the same and fixing liability. For
ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock including
details specified in SEBI ICDR Master Circular.
The Sponsor Bank will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank will undertake reconciliation of all Bid
requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the format
and within the timelines as specified under the SEBI UPI Circulars, Sponsor Bank and issuer banks shall download
UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three way
reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks
and Sponsor Bank(s) on a continuous basis.
For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA
Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/ Offer Closing Date (“Cut-
Off Time”). Accordingly, UPI Bidders Bidding using through the UPI Mechanism should accept UPI Mandate
Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off
Time shall lapse.
The Sponsor Bank shall host a web portal for intermediaries (closed user group) from the date of Bid/ Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks,
performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such
processes having an impact/bearing on the Offer Bidding process.
Further, Intermediaries shall retain physical bid cum application forms submitted by Retail Individual Bidders
with UPI as a payment mechanism, for a period of six months and thereafter forward the same to the issuer/
Registrar to the Offer. However, in case of electronic forms, “printouts” of such Bids need not be retained or sent
to the issuer. Intermediaries shall, at all times, maintain the electronic records relating to such forms for a minimum
period of three years.
ELECTRONIC REGISTRATION OF BIDS
1. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building
on a regular basis before the closure of the Offer.
2. On the Bid/ Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
3. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation /Allotment. The
Designated Intermediaries are given till 5:00 pm for RIBs and 04:00 pm for NIIs and QIBs on the next Working
Day following the Bid/ Offer Closing Date to modify select fields uploaded in the Stock Exchange Platform
during the Bid/ Offer Period after which the Stock Exchange(s) send the bid information to the Registrar to
the Offer for further processing.
4814. QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States and, unless so registered, may not be Issued or sold
within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws.
Accordingly, the Equity Shares are being issued and sold outside the United States in offshore transactions
as defined and in compliance with Regulation S and the applicable laws of the jurisdiction where those
Offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issued or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Important Information for Investors – Eligibility and Transfer Restrictions
Until the expiry of 40 days after the commencement of the Offer, an Offer or sale of the Equity Shares
within the United States by a dealer (whether or not it is participating in the Offer) may violate the
registration requirements of the U.S. Securities Act, unless made pursuant to available exemptions from
the registration requirements of the U.S. Securities Act and in accordance with applicable securities laws
of any state or other jurisdiction of the United States. The Equity Shares have not been recommended by
any U.S. federal or state securities commission or regulatory authority. Furthermore, the foregoing
authorities have not confirmed the accuracy or determined the adequacy of this Draft Red Herring
Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal
offence in the United States. In making an investment decision investor must rely on their own examination
of our Company and the terms of the Offer, including the merits and risks involved.
ELIGIBLE INVESTORS
The Equity Shares are being issued and sold outside the United States, in offshore transactions in reliance on
Regulation S and the applicable laws of the jurisdiction where those issues and sales occur and who are deemed
to have made the representations set forth immediately below.
Each purchaser that is acquiring the Equity Shares issued pursuant to the Offer outside the United States, by a
declaration included in the Bid cum Application Form and its acceptance of the Red Herring Prospectus and of
the Equity Shares issued pursuant to the offer, will be deemed to have acknowledged, represented and warranted
to and agreed with our Company and the BRLMs that it has received a copy of the Red Herring Prospectus and
such other information as it deems necessary to make an informed investment decision and that:
(a) the purchaser is authorized to consummate the purchase of the Equity Shares issued pursuant to the Offer in
compliance with all applicable laws and regulations;
(b) the purchaser acknowledges that the Equity Shares have not been and will not be registered under the U.S.
Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States
and accordingly may not be issued 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;
(c) the purchaser is purchasing the Equity Shares issued pursuant to the offer in an offshore transaction meeting
the requirements of Rule 903 of Regulation S under the U.S. Securities Act;
(d) the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;
(e) the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of
the purchaser or any of its affiliates, will make any "directed selling efforts" as defined in Regulation S under
the U.S. Securities Act in the United States with respect to the Equity Shares;
482(f) is not acquiring the Equity Shares as a result of any “directed selling efforts” (within the meaning of Rule
902(c) under the U.S. Securities Act);
(g) the purchaser acknowledges that our Company, the BRLMs, their respective affiliates and others will rely
upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees
that, if any of such acknowledgements, representations and agreements deemed to have been made by virtue
of its purchase of such Equity Shares are no longer accurate, it will promptly notify our Company, and if it
is acquiring any of such Equity Shares as a fiduciary or agent for one or more accounts, it represents that it
has sole investment discretion with respect to each such account and that it has full power to make the
foregoing acknowledgements, representations and agreements on behalf of such account.
PARTICIPATION BY THE PROMOTERS, THE MEMBERS OF THE PROMOTER GROUP, THE
BRLMs, THE SYNDICATE MEMBER(S) AND PERSONS RELATED TO THE PROMOTERS/THE
MEMBERS OF THE PROMOTER GROUP/THE BRLMs
The BRLMs and the Syndicate Members shall not be allowed to purchase the Equity Shares in any manner, except
towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs
and the Syndicate Members may purchase Equity Shares in the Offer, either in the QIB Category, where the
allocation is on a proportionate basis, or the Non-Institutional Category, as may be applicable to such Bidders,
and such subscription may be on their own account or on behalf of their clients. All categories of investors,
including respective associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for
the purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the BRLMs nor any associate of the BRLMs can apply in the Offer under the
Anchor Investor Portion:
i. mutual funds sponsored by entities which are associate of the BRLMs;
ii. insurance companies promoted by entities which are associate of the BRLMs;
iii. AIFs sponsored by the entities which are associate of the BRLMs; or
iv. FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which are
associate of the BRLMs; or
v. pension funds sponsored by entities which are associate of the BRLMs.
Further, except to the extent of participation in offer for sale, the Promoters and members of the Promoter Group
shall not participate by applying for Equity Shares in the Offer. Further, persons related to the Promoters and the
member of the Promoter Group shall not apply in the Offer under the Anchor Investor Portion.
However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a person
related to the Promoters or the members of the Promoter Group of our Company:
a. rights under a shareholders’ agreement or voting agreement entered into with the Promoters or the members
of the Promoter Group of our Company;
b. veto rights; or
c. right to appoint any nominee director on the Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLMs” if:
1. either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15%
of the voting rights in the other; or
2. either of them, directly or indirectly, by itself or in combination with other persons, exercises control over
the other; or
3. there is a common director, excluding nominee director, among the Anchor Investors and the BRLMs.
Except to the extent of participation in the Offer for Sale by the Promoter, the Promoters or the Promoter Group
will not participate in the Offer.
483BIDS BY MUTUAL FUNDS
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserve the right
to reject any Bid without assigning any reason thereof, subject to applicable law.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which such Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity-related instruments of
any single company, provided that the limit of 10% shall not be applicable for investments in case of index funds
or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.
BIDS BY ELIGIBLE NRIS
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents ([●] in colour). Only Bids accompanied by payment in Indian Rupees or freely
convertible foreign exchange will be considered for Allotment. Eligible NRIs may obtain copies of Bid cum
Application Form from the Designated Intermediaries.
Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should authorise their
SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of
UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or
Foreign Currency Non-Resident (“FCNR”) Accounts, and Eligible NRI Bidders Bidding on a non-repatriation
basis by using Resident Forms should authorise their respective SCSBs (if they are Bidding directly through
SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI
Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the
submission of the Bid cum Application Form.
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company.
Eligible NRIs will be permitted to apply in the Offer 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 Offer, provided the UPI facility is enabled for their NRE/NRO accounts.
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 499.
Participation of Eligible NRIs in the Offer shall be subject to the FEMA Rules.
484BIDS BY HUFS
Bids by HUFs, should be made in the individual name of the Karta. The Bidder/Applicant should specify that the
Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name
of sole or First Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name
of the Karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals.
BIDS BY FPIS
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50%
or common control) must be below 10% of the post- Offer Equity Share capital. Further, in terms of the FEMA
Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity Share
capital of our Company. With effect from April 1, 2020, the aggregate limit by FPIs shall be the sectoral caps
applicable to the Indian company as prescribed in the FEMA Rules with respect to its paid-up equity capital on a
fully diluted basis. While the aggregate limit as provided above could have been decreased by the concerned
Indian companies to a lower threshold limit of 24% or 49% or 74% as deemed fit, with the approval of its board
of directors and its shareholders through a resolution and a special resolution, respectively before March 31, 2020,
our Company has not decreased such limit and accordingly the applicable limit with respect to our Company is
100%. In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs shall be included.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason. FPIs who wish
to participate in the Offer are advised to use the Bid cum Application Form for Non- Residents ([●] in colour).
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 Offer subject to compliance with conditions and restrictions which may be specified by the
Government from time to time.
To ensure compliance with the applicable limits, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar to the Offer shall (i) use the PAN issued by
the Income Tax Department of India for checking compliance for a single FPI, and (ii) obtain validation from
Depositories for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit,
within the timelines for Offer procedure, as prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may Offer, 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 an FPI against securities held by it in India, as its underlying) directly or indirectly,
only in the event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs,
(ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs,
(iii) such offshore derivative instruments are issued after compliance with “know your client” norms, and (iv)
such other conditions as may be specified by SEBI from time to time.
An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative
instrument is made by, or on behalf of it subject to, among others, the following conditions:
a. each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations;
and
485b. prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre-approved by the FPI.
Further, Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers,
Client IDs and DP IDs may not be regarded as multiple Bids:
(i) FPIs which utilise the multi-investment manager (“MIM”) structure.
(ii) Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and
proprietary derivative investments.
(iii) Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration.
(iv) FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme
or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager.
(v) Multiple branches in different jurisdictions of foreign bank registered as FPIs.
(vi) Government and Government related investors registered as Category I FPIs.
(vii) Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to the aforesaid seven structures and having same PAN may be collated and identified as a
single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the
applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using the same PAN,
and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation
along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids utilise any of the
above-mentioned structures and indicate the name of their respective investment managers in such confirmation.
In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.
BIDS BY SEBI REGISTERED AIFs, VCFs AND FVCIs
The SEBI AIF Regulations prescribe, among others, the investment restrictions on AIFs. Post the repeal of the
SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations shall
continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is
wound up and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The
SEBI FVCI Regulations prescribe the investment restrictions on FVCIs.
Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee
company directly or through investment in the units of other AIFs. A category III AIF cannot invest more than
10% of the investible funds in one investee company directly or through investment in the units of other AIFs. A
VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third
of its investible funds by way of subscription to an initial public offering of a venture capital undertaking.
The holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the
corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in
various prescribed instruments, including in initial public offerings.
Further, the shareholding of VCFs, Category I AIFs or Category II AIFs and FVCIs in a company prior to an initial
public offering being undertaken by such company, shall be exempt from lock-in requirements, provided that such
equity shares shall be locked in for a period of at least six months from the date of purchase by the VCF or AIF
or FVCI. However, if such VCFs, Category I AIFs or Category II AIFs and FVCIs hold individually or with
persons acting in concert, more than 20% of the pre- Offer shareholding of such company, this exemption from
lock-in requirements will not be applicable.
486There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs. All such Bidders will be treated on the same
basis with other categories for the purpose of allocation. Participation of VCFs, AIFs or FVCIs in the Offer shall
be subject to the FEMA Rules.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions,
if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.
BIDS BY LIMITED LIABILITY PARTNERSHIPS
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserves
the right to reject any Bid without assigning any reason thereof.
BIDS BY BANKING COMPANIES
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs,
reserves the right to reject any Bid without assigning any reason.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended, (“Banking Regulation Act”), and the Master Directions – Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the
investee company, not being its subsidiary engaged in non-financial services, or 10% of the banking company’s
paid-up share capital and reserves, whichever is lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid
up share capital of such investee company if (i) the investee company is engaged in nonfinancial activities
permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act, (ii) the additional
acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments
made to a company, (iii) hold along with its subsidiaries, associates or joint ventures or entities directly or
indirectly controlled by the bank, and mutual funds managed by asset management companies controlled by the
bank, more than 20% of the investee company’s paid up share capital engaged in non-financial services. However,
this cap does not apply to the cases mentioned in (i) and (ii) above.
Further, the aggregate investment by a banking company in all its subsidiaries and other entities engaged in
financial services and non-financial services, including overseas investments, cannot exceed 20% of the banking
company’s paid up share capital and reserves.
The banking company is required to submit a time-bound action plan for disposal of such shares within a specified
period to RBI. A banking company would require a prior approval of RBI to make (i) investment in a subsidiary
or a financial services company that is not a subsidiary (with certain exceptions prescribed), and (ii) investment
in a non-financial services company in excess of 10% of such investee company’s paid-up share capital as stated
in para 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as
amended.
BIDS BY SCSBS
487SCSBs participating in the Offer are required to comply with the terms of the circulars dated September 13, 2012
and January 2, 2013 issued by SEBI. Such SCSBs are required to ensure that for making applications on their own
account using ASBA, they should have a separate account in their own name with any other SEBI registered
SCSBs. Further, such account shall be used solely for the purpose of making application in public Offers and clear
demarcated funds should be available in such account for such Bids.
BIDS BY INSURANCE COMPANIES
In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason thereof. The
exposure norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development
Authority of India (Investment) Regulations, 2016 (“IRDAI Investment Regulations”), and are based on
investments in the equity shares of a company, the entire group of the investee company and the industry sector
in which the investee company operates. Bidders are advised to refer to the IRDAI Investment Regulations 2016,
as amended, which are broadly set forth below:
i. equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or
health insurer;
ii. the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer
or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the
investment assets in all companies belonging to the group, whichever is lower; and
iii. the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer
or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount
of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and
(c) above, as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹ 2,50,00,000 lakhs or more and 12% of outstanding equity shares (face
value) for insurers with investment assets of ₹ 50,00,000 lakhs or more but less than ₹ 2,50,00,000 lakhs.
Insurance companies participating in this Offer shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI, from time to time, including the IRDAI Investment Regulations for specific investment
limits applicable to them.
BIDS BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by RBI, a certified copy
of its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s),
must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserves the right to reject any Bid, without assigning any reason thereof. NBFC-SI participating in the Offer shall
comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer.
The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations
and ensure that any single Bid from them does not exceed the applicable investment limits or maximum
488number of the Equity Shares that can be held by them under applicable law or regulation or as specified in
the Red Herring Prospectus.
BIDS UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund
and provident funds with a minimum corpus of ₹ 2,500 lakhs (subject to applicable laws) and pension funds with
a minimum corpus of ₹ 2,500 lakhs, a certified copy of the power of attorney or the relevant resolution or authority,
as the case may be, along with a certified copy of the memorandum of association and articles of association
and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company, in
consultation with the BRLMs, reserves the right to accept or reject any Bid in whole or in part, in either case,
without assigning any reason thereof.
Our Company, in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company, in consultation with the BRLMs, may deem fit.
BIDS BY PROVIDENT FUNDS/PENSION FUNDS
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹
2,500 lakhs, a certified copy of certificate from a chartered accountant certifying the corpus of the provident
fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation
with the BRLMs, reserves the right to reject any Bid, without assigning any reason therefor.
BIDS BY ANCHOR INVESTORS
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below. Anchor Investor Application Forms will
be made available for the Anchor Investor Portion at the offices of the BRLMs.
Except for Mutual Funds, AIFs or FPIs (other than individuals, corporate bodies and family offices) sponsored by
entities which are associates of the BRLM or insurance companies promoted by entities which are associates of
the BRLMs, no BRLM or its respective associates can apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLMs” if: (i) either of them controls,
directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other,
or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over
the other, or (iii) there is a common director, excluding nominee director, among the Anchor Investors and the
BRLMs.
The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹1000 lakhs.
A Bid cannot be submitted for over 60% of the QIB Category. In case of a Mutual Fund, separate Bids by
individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹ 1000
lakhs.
One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds. Bidding for
Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and will be completed on the
same day. Our Company, in consultation with the BRLMs may finalise allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be
less than:
489(I) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹1000.00
lakhs;
(II) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹ 1000 lakhs but up to ₹ 25,000 lakhs, subject to a minimum Allotment of ₹ 500 lakhs
per Anchor Investor; and
(III) in case of allocation above ₹ 25,000 lakhs under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹ 25,000 lakhs, and an additional 10
Anchor Investors for every additional ₹ 25,000 lakhs, subject to minimum Allotment of ₹ 500 lakhs per
Anchor Investor.
Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the
public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock Exchanges.
Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid. If the
Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Offer Price will be payable by the Anchor Investors on the Anchor
Investor pay-in date specified in the CAN. If the Offer Price is lower than the Anchor Investor Offer Price,
Allotment to successful Anchor Investors will be at the higher price.
50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment and the remaining 50% shall be locked in for a period of 30 days
from the date of Allotment. Bids made by QIBs under both the Anchor Investor Portion and the QIB Category
will not be considered multiple Bids.
INFORMATION FOR BIDDERS
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
acknowledgement slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she shall surrender the earlier acknowledgement slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network
and software of the electronic bidding system should not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company and/or the BRLMs are cleared or
approved by the Stock Exchanges, nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our Company, nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Draft Red Herring Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to be listed
on the Stock Exchanges.
GENERAL INSTRUCTIONS
Please note that QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
can revise their Bid(s) during the Bid/ Offer Period and withdraw their Bid(s) until Bid/ Offer Closing Date.
Anchor Investors are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding
Date.
490Do’s:
(i) Check if you are eligible to apply as per the terms of this Draft Red Herring Prospectus and under
applicable law, rules, regulations, guidelines and approvals;
(ii) Ensure that you have Bid within the Price Band;
(iii) Ensure that you (other than the Anchor Investors) have mentioned the correct ASBA Account number
(for all Bidders other than UPI Bidders Bidding using the UPI Mechanism) in the Bid cum Application
Form and such ASBA account belongs to you and no one else. Further, UPI Bidders using the UPI
Mechanism must also mention their UPI ID and shall use only their own bank account which is linked to
their UPI ID;
(iv) UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their
bank account, where the funds equivalent to the application amount are available for blocking is UPI 2.0
certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
(v) UPI Bidders Bidding using the UPI Mechanism through the SCSBs and mobile applications shall ensure
that the name of the bank appears in the list of SCSBs which are live on UPI, as displayed on SEBI
website. UPI bidders shall ensure that the name of the app and the UPI handle which is used for making
the application appears on the list displayed on SEBI website. An application made using incorrect UPI
handle or using a bank account of an SCSB or bank which is not mentioned on SEBI website is liable to
be rejected;
(vi) Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
(vii) Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and
the Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialised form
only;
(viii) Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI
Mechanism, may submit their ASBA Forms with Syndicate Members, Registered Brokers, CRTAs or
CDPs and should ensure that the Bid cum Application Form contains the stamp of such Designated
Intermediary;
(ix) In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank
account holder, as the case may be) and the signature of the First Bidder is included in the Bid cum
Application Form;
(x) If the First Bidder is not the ASBA Account holder (or the UPI-linked bank account holder, as the case
may be), ensure that the Bid cum Application Form is signed by the ASBA Account holder (or the UPI
linked bank account holder, as the case may be). Bidders (except UPI Bidders Bidding using the UPI
Mechanism) should ensure that they have an account with an SCSB and have mentioned the correct bank
account number of that SCSB in the Bid cum Application Form. UPI Bidders Bidding using the UPI
Mechanism should ensure that they have mentioned the correct UPI-linked bank account number and
their correct UPI ID in the Bid cum Application Form;
(xi) All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
(xii) Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names;
(xiii) Ensure that you request for and receive a stamped acknowledgment in the form of a counterfoil or by
specifying the application number for all your Bid options as proof of registration of the Bid cum
Application Form from the concerned Designated Intermediary;
(xiv) Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the Bid cum Application Form under the ASBA process to any of the Designated
Intermediaries;
(xv) Submit revised Bids to the same Designated Intermediary, through whom the original Bid is placed and
obtain a revised acknowledgment;
(xvi) Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN
491for transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms
of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in
the securities market, and (iii) any other category of Bidders, including without limitation,
multilateral/bilateral institutions, which may be exempted from specifying their PAN for transacting in
the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for
the Central or the State Government and officials appointed by the courts and for investors residing in
the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories
confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and
the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the
address as per the Demographic Details evidencing the same. All other applications in which PAN is not
mentioned will be rejected;
(xvii) Ensure that the Demographic Details are updated, true and correct in all respects;
(xviii) 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;
(xix) Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;
(xx) Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc.,
relevant documents, including a copy of the power of attorney, are submitted;
(xxi) Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;
(xxii) Bidders (except UPI Bidders Bidding using the UPI Mechanism) should instruct their respective banks
to release the funds blocked in the ASBA Account under the ASBA process. UPI Bidders Bidding using
the UPI Mechanism, should ensure that they approve the UPI Mandate Request generated by the Sponsor
Bank to authorise blocking of funds equivalent to application amount and subsequent debit of funds in
case of Allotment, in a timely manner;
(xxiii) Note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form and
entered into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as
the case may be, do not match with the DP ID, Client ID and PAN available in the Depository database,
then such Bids are liable to be rejected;
(xxiv) Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors and Retail Individual Bidders) is submitted to a Designated Intermediary in a
Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA Form, is
maintained has named at least one branch at that location for the Designated Intermediary to deposit
ASBA Forms (a list of such branches is available on the website of SEBI at www.sebi.gov.in);
(xxv) Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for blocking
funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form
at the time of submission of the Bid;
(xxvi) UPI Bidders Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed and
verified by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI
Mandate Request using their UPI PIN. Upon the authorisation of the mandate using their UPI PIN, the
UPI Bidder may be deemed to have verified the attachment containing the application details of the UPI
Bidder Bidding using the UPI Mechanism in the UPI Mandate Request and have agreed to block the
entire Bid Amount and authorised the Sponsor Bank to Offer a request to block the Bid Amount
mentioned in the Bid Cum Application Form in their ASBA Account;
(xxvii) UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case
of single account) and of the First Bidder (in case of joint account) in the Bid cum Application Form;
(xxviii) UPI Bidders Bidding using the UPI Mechanism, who have revised their Bids subsequent to making the
initial Bid, should also approve the revised UPI Mandate Request generated by the Sponsor Bank to
authorise blocking of funds equivalent to the revised Bid Amount in their account and subsequent debit
of funds in case of allotment in a timely manner;
492(xxix) Bids by Eligible NRIs, HUFs and FPIs other than individuals, corporate bodies and family offices, for a
Bid Amount of less than ₹200,000 would be considered under the Retail Category for the purposes of
allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the Non-
Institutional Category for allocation in the Offer;
(xxx) Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs;
(xxxi) Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 12:00
p.m. of the Working Day immediately after the Bid/ Offer Closing Date; and
(xxxii) FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate
the name of their investment managers in such confirmation which shall be submitted along with each of
their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM
Bids shall be rejected.
Don’ts:
(i) Do not Bid for lower than the minimum Bid size;
(ii) Do not Bid for a Bid Amount exceeding ₹2,00,000 (for Bids by RIBs);
(iii) Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
(iv) Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;
(v) Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by
stock invest;
(vi) Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;
(vii) Anchor Investors should not Bid through the ASBA process;
(viii) Do not submit the Bid cum Application Forms to any non-SCSB bank or to our Company or at a location
other than the Bidding Centres;
(ix) Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant
Designated Intermediary;
(x) Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
(xi) Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations or under the terms
of this Draft Red Herring Prospectus;
(xii) Do not submit your Bid after 3.00 pm on the Bid/ Offer Closing Date;
(xiii) If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/ Offer Closing Date;
(xiv) Do not submit the General Index Register (GIR) number instead of the PAN;
(xv) Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the
Registrar to the Offer;
(xvi) Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders Bidding using the UPI Mechanism,
in the UPI-linked bank account where funds for making the Bid are available;
(xvii) 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 Bidders. RIBs can revise or withdraw
their Bids on or before the Bid/ Offer Closing Date;
(xviii) Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of Bidder;
(xix) Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism;
(xx) Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;
493(xxi) Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the Depository);
(xxii) Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder
and are using UPI Mechanism, do not submit more than one Bid cum Application Form for each UPI ID;
(xxiii) Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
(xxiv) Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account
(in case of Bids submitted by UPI Bidders using the UPI Mechanism);
(xxv) Do not submit ASBA Bids to a Designated Intermediary at a Bidding Centre unless the SCSB where the
ASBA Account is maintained, as specified in the Bid cum Application Form, has named at least one
branch in the relevant Bidding Centre, for the Designated Intermediary to deposit ASBA Forms (a list of
such branches is available on the website of SEBI at www.sebi.gov.in);
(xxvi) Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;
(xxvii) Do not Bid for Equity Shares more than what is specified by respective Stock Exchange for each
category;
(xxviii) Do not submit Bids to a Designated Intermediary at a location other than Specified Locations. If you are
UPI Bidder and are using UPI Mechanism, do not submit the ASBA Form directly with SCSBs;
(xxix) Do not Bid if you are an OCB; and
(xxx) Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
Further, in case of any pre- Offer or post- Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details of
the Company Secretary and Compliance Officer, see “General Information” beginning on page 91.
GROUNDS FOR TECHNICAL REJECTIONS
In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information
Document, Bidders are requested to note that Bids may be rejected on the following additional technical grounds:
a. Bid submitted without instruction to the SCSB to block the entire Bid Amount;
b. Bids which do not contain details of the Bid Amount and the bank account or UPI ID (for RIBs using the
UPI Mechanism) details in the ASBA Form;
c. Bids submitted on a plain paper;
d. Bids submitted by RIBs using the UPI Mechanism through an SCSB and/or using a Mobile App or UPI
handle, not listed on the website of SEBI;
e. Bids under the UPI Mechanism submitted by RIBs using third party bank accounts or using a third party
linked bank account UPI ID, subject to availability of information from the Sponsor Bank;
f. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
g. Bids submitted without the signature of the First Bidder or sole Bidder;
h. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
i. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular (reference number: CIR/MRD/DP/ 22 /2010) dated July 29,
2010;
j. Bids by Retail Individual Bidders with Bid Amount for a value of more than ₹200,000 (net of retail discount);
k. GIR number furnished instead of PAN;
l. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals; and
m. Bids accompanied by cheque(s), demand draft(s), stock invest, money order, postal order or cash and
494n. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders
uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs on the Bid/ Offer Closing Date,
unless extended by the Stock Exchanges.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated
in accordance with applicable law. Further, Investors shall be entitled to compensation in the manner specified in
the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in case of delays in
resolving investor grievances in relation to blocking/unblocking of funds.
Further, SEBI vide its circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and as amended
pursuant to SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, has reduced
the timelines for refund of Application money to two days.
NAMES OF ENTITIES RESPONSIBLE FOR FINALIZING THE BASIS OF ALLOTMENT IN A FAIR
AND PROPER MANNER
The authorised employees of the Stock Exchanges, along with the Book Running Lead Manager and the Registrar
to the Offer, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with
the procedure specified in the SEBI ICDR Regulations.
METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME
Our Company will not make any Allotment in excess of the Equity Shares issued through the Offer except in case
of oversubscription for the purpose of rounding off to make Allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an Allotment of not more than 1% of the Offer may be made for the
purpose of making Allotment in minimum Bid Lots.
The Allotment of Equity Shares to applicants other than to the Retail Individual Bidders, Non-Institutional
Investors and Anchor Investors shall be on a proportionate basis within the respective investor categories and the
number of securities allotted shall be rounded off to the nearest integer, subject to minimum Allotment being equal
to the minimum application size as, determined and disclosed.
The Allotment of Equity Shares to each Retail Individual Bidder and Non-Institutional Bidders shall not be less
than the minimum Bid Lot, subject to the availability of Equity Shares in the Retail Individual Bidder category
and the Non-Institutional Category, respectively, and the remaining available Equity Shares, if any, shall be
Allotted on a proportionate basis.
PAYMENT INTO ESCROW ACCOUNT(S) FOR ANCHOR INVESTORS
Our Company, in consultation with the BRLMs in their absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the Offer
through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct credit, RTGS
or NEFT). The payment instruments for payment into the Escrow Account should be drawn in favour of:
(i) In case of resident Anchor Investors: “[●]”
(ii) In case of non-resident Anchor Investors: “[●]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Syndicate, the Bankers to the Offer and the Registrar to the Offer to
facilitate collections from Anchor Investors.
495DEPOSITORY ARRANGEMENTS
The Allotment of the Equity Shares in the Offer shall be only in a dematerialized form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). For
more information, see “Terms of the Offer” beginning on page 464.
PRE-OFFER ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013, our Company will, after filing the Red Herring Prospectus with
the RoC, publish a pre- Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions
of [●], the English national daily newspaper, all editions of [●], the Hindi national daily newspaper and [●] editions
of [●], the Regional daily newspaper, (Gujarati being the local language of Gujarat, where our Registered Office
is situated). Our Company shall, in the pre- Offer advertisement state the Bid/ Offer Opening Date, the Bid/ Offer
Closing Date and the QIB Bid/ Offer Closing Date. This advertisement, subject to the provisions of Section 30 of
the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
POST-OFFER ADVERTISEMENT
Our Company, the BRLMs and the Registrar to the Offer shall publish a post- Offer advertisement in terms of
Regulation 51(1) of SEBI ICDR Regulations on or before the date of commencement of trading, disclosing the
date of commencement of trading in all editions of [●], the English national daily newspaper, all editions of [●],
the Hindi national daily newspaper and [●] editions of [●], the Regional daily newspaper, (Gujarati being the local
language of Gujarat, where our Registered Office is situated), each with wide circulation.
The above information is given for the benefit of the Bidders/applicants. Our Company and the members
of the Syndicate are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.
SIGNING OF THE UNDERWRITING AGREEMENT AND THE FILING WITH THE ROC
Our Company intend to enter into an Underwriting Agreement with the Underwriters on or immediately after the
determination of the Offer Price. After signing the Underwriting Agreement, the Company will file the Prospectus
with the RoC. The Prospectus would have details of the Offer Price, Anchor Investor Offer Price, Offer size and
underwriting arrangements and would be complete in all material respects.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, which is reproduced below:
“Any person who—
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name shall be liable for action under Section 447.”
496The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 10
Lakh or 1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not
be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the
fraud, extending up to three times such amount (provided that where the fraud involves public interest, such term
shall not be less than three years.) Further, where the fraud involves an amount less than ₹ 10 Lakh or one per cent
of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such
fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may
extend to ₹ 50 Lakh or with both.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
1. The complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
2. All steps will be taken for completion of the necessary formalities for listing and commencement of trading
at all the Stock Exchanges where the Equity Shares are proposed to be listed within such timeline as may be
prescribed by SEBI;
3. Adequate arrangements shall be made to collect all Bid cum Application Forms;
4. If the Allotment is not made within the prescribed time under applicable law, application monies will be
refunded/unblocked in the ASBA Accounts within two days from the Bid/ Offer Closing Date or such other
time as may be specified by SEBI, failing which our Company shall pay interest prescribed under the
Companies Act, 2013 and the SEBI ICDR Regulations for the delayed period;
5. Funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by our Company;
6. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within two days from the Bid/ Offer Closing Date, or such time
period as specified by SEBI, giving details of the bank where refunds shall be credited along with amount
and expected date of electronic credit of refund;
7. No further Offer of Equity Shares shall be made until the Equity Shares issued through the Red Herring
Prospectus are listed or until the Bid monies are refunded/unblocked in the ASBA Accounts on account of
non-listing, under-subscription etc.;
8. If our Company do not proceed with the Offer after the Bid/ Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid/ Offer Closing Date. The public
notice shall be issued in the same newspapers where the pre- Offer advertisements are published. The Stock
Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly;
9. If our Company withdraw the Offer after the Bid/ Offer Closing Date, our Company shall be required to file
a fresh draft Offer document with SEBI, in the event our Company subsequently decides to proceed with the
Offer;
10. The Minimum Promoters’ Contribution, if any, shall be brought in advance before the Bid/ Offer Opening
Date and the balance, if any, shall be brought in on a pro rata basis before calls are made on the Allottees, in
accordance with the applicable provisions of the SEBI ICDR Regulations;
11. The allotment of securities/refund confirmation to Eligible NRIs shall be dispatched within specified time;
and
12. Our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of
the Equity Shares from all the Stock Exchanges where listing is sought has been received.
UNDERTAKING BY SELLING SHAREHOLDERS
The Selling Shareholders undertakes in relation to itself and its portion of the Offered Shares that:
4971. the Offered Shares are eligible to be offered in the Offer for Sale in compliance with Regulations of the SEBI
ICDR Regulations;
2. the Offered Shares offered by the Selling Shareholders shall be transferred to an escrow demat account in
dematerialized form within such time period as may be agreed in the Share Escrow Agreement before filing
of the Red Herring Prospectus;
3. it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services
or otherwise, to any person for making a Bid in the Offer except for fees or commission for services rendered
in relation to the Offer; and
4. it shall not have recourse to the Offer Proceeds which shall be held in escrow in its favour until the final
listing and trading approvals from the Stock Exchanges have been obtained.
The statements and undertakings provided above, in relation to the Selling Shareholders, are statements which are
specifically confirmed or undertaken by the Selling Shareholders in relation to itself and the Offered Shares. All
other statements or undertakings or both in this Draft Red Herring Prospectus in relation to the Selling
Shareholders, shall be statements made by our Company, even if the same relate to the Selling Shareholders.
UTILISATION OF OFFER PROCEEDS
The Board certifies that:
a. all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other than
the bank account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013;
b. details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till the
time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance sheet
of our Company indicating the purpose for which such monies have been utilised; and
c. details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate
head in the balance sheet indicating the form in which such unutilised monies have been invested.
THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK
498RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy 1991, the FDI Policy, FEMA and
rules and regulations made thereunder. While the Industrial Policy, 1991 played a foundational role in liberalizing
the Indian economy, current foreign investment is governed by sector specific policies and FEMA regulations.
Subject to sectoral caps and conditions, foreign investment is permitted under many 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 investments. The Government bodies responsible for granting foreign investment
approvals are the RBI and Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (“DPIIT”).
The Government has from time to time made policy pronouncements on FDI through press notes and press
releases. The DPIIT has issued a consolidated FDI Policy, which with effect from October 15, 2020 consolidates
and supersedes all previous press notes, press releases, and clarifications that were in force and effect as on
October 15, 2020. The Government has also enacted Foreign Exchange Management (Non-Debt Instruments)
Rules, 2019 (“FEMA Rules”) and Foreign Exchange Management (Debt Instruments) Regulations, 2019 in
supersession of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2017 and the Foreign Exchange Management (Acquisition and Transfer of Immovable Property in
India) Regulations, 2018. Pursuant to the FEMA (NDI) Rules, 2019, the Reserve Bank of India has issued Foreign
Exchange Management (Mode of Payment and Reporting of Non-Debt Instrument) Regulations, 2019 which
governs the mode of payment and reporting requirements for investments in India by persons resident outside
India.
As per the FDI Policy, FDI in the sector in which our Company operates, is permitted up to 100% of the paid-up
share capital of such company under the automatic route. In case of investment in sectors through Government
Route, approval from competent authority as mentioned in Chapter 4 of the FDI Policy 2020 has to be obtained
by the Company.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer and in accordance
with the extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by RBI, from time to time. For
further details, see “Offer Procedure” beginning on page 476.
INVESTMENT BY FOREIGN PORTFOLIO INVESTORS (“FPIs”)
FPIs are permitted to subscribe to equity shares of an Indian company in a public issue without the prior approval
of the RBI, provided the price offered is not less than that offered to resident investors. SEBI-registered FPIs have
been permitted to purchase shares of an Indian company through issue, subject to total FPI investment being
within the individual FPI investment limit of below 10% of the total paid-up equity capital of the Indian company
on a fully diluted basis, or less than 10% of the paid-up value of each series of debentures or preference shares or
share warrants issued by an Indian company and the total holdings of all FPIs put together, including any other
direct and indirect foreign investments in the Indian company by the FPIs permitted under FEMA Rules shall not
exceed 24% of the paid-up equity capital of the Indian company on a fully diluted basis. However, this aggregate
limit of 24% may be increased up to sectoral cap/statutory ceiling, as applicable, by the Indian company concerned
by passing a resolution by its Board of Directors followed by passing of a special resolution to that effect by its
shareholders.
With effect from April 1, 2020, the aggregate FPI investment limit is aligned with the sectoral caps applicable to
the Indian company as laid out in sub-paragraph (b) of paragraph 3 of Schedule I of the FEMA Rules, with respect
to its paid-up equity capital on a fully diluted basis or such same sectoral cap percentage of paid-up value of each
series of debentures or preference shares or share warrants. The aggregate limit as provided above may be
decreased by the Indian company concerned to a lower threshold limit of 24% or 49% or 74% as deemed fit, with
the approval of their Board of Directors and shareholders through a resolution and a special resolution,
respectively before March 31, 2020. The Indian company which has decreased its aggregate limit to 24% or 49%
499or 74%, may increase such aggregate limit to 49% or 74% or the sectoral cap or statutory ceiling respectively as
deemed fit, with the approval of its Board of Directors and its general body through a resolution and a special
resolution, respectively. However, once the aggregate limit has been increased to a higher threshold, it cannot be
reduced thereafter.
SUBSCRIPTION BY NON-RESIDENT INDIANS (“NRI”) OR OVERSEAS CITIZEN OF INDIA (“OCI”)
ON REPATRIATION BASIS
As per Schedule III of the FEMA (Non-Debt Instruments) Rules, a NRI or OCI may purchase or sell equity shares
of a listed Indian company on repatriation basis, through a recognised stock exchange in India, subject to the
conditions that NRIs or OCIs may purchase and sell shares through a branch designated by an authorised dealer
for the purpose. The total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity
capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures,
preference shares, or share warrants issued by an Indian company. The total holdings of all NRIs and OCIs put
together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10%
of the paid-up value of each series of debentures or preference shares or share warrants. The aggregate ceiling of
10% may be raised to 24% if a special resolution to that effect is passed by the shareholders of the Indian company.
INVESTMENT BY NRI OR OCI OR NON-REPATRIATION BASIS
As per Schedule IV of the FEMA (Non-Debt Instruments) Rules, 2019, purchase by an NRI/ OCI, including a
company, a trust and a partnership firm incorporated outside India and owned and controlled by NRIs/OCIs, on
non-repatriation basis of shares and convertible debentures or warrants issued by a company without any limit
either on the stock exchange or outside, it will be deemed to be domestic investment at par with the investment
made by residents. Such investment is, however, subject to applicable remittance channel restrictions. However,
NRIs or OCIs, including companies, trusts and a partnership firms incorporated outside India and owned and
controlled by NRIs/OCIs, is prohibited from making any investment, under Schedule IV, in capital instruments or
units of a Nidhi company or companies engaged in agricultural/ plantation activities, real estate business,
construction of farmhouses, or dealing in transfer of development rights.
INVESTMENT BY OTHER NON-RESIDENT INVESTORS
As per Schedule I of the FEMA (Non-Debt Instruments) Rules, 2019, a person resident outside India may purchase
capital instruments of a listed Indian company on a recognised stock exchange in India provided the person
resident outside India making the investment has already acquired control of such company in accordance with
SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and continues to hold such control. The
amount of consideration may be paid as per the mode of payment as prescribed by RBI i.e. Regulation 3 of Foreign
Exchange Management (Mode of Payment and Reporting of Non-Debt Instrument) Regulation 2019 under or out
of the dividend payable by Indian investee company in which the person resident outside India has acquired and
continues to hold the control in accordance with SEBI (Substantial Acquisition of Shares and Takeover)
Regulations, 2011 provided the right to receive dividend is established and the dividend amount has been credited
to a specially designated non-interest bearing rupee account for acquisition of shares on the recognised stock
exchange.
Investors are advised to refer to the exact text of the applicable laws before making any investment, or subsequent
purchase or sale transaction of Equity Shares of our Company.
No person shall make an application in the Offer, unless such person is eligible to acquire Equity Shares of our
Company in accordance with applicable laws, rules, regulations, guidelines and approvals.
The Equity Shares to be issued in the Offer have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (“U.S. Securities Act ”), or any applicable U.S. state securities laws. Accordingly,
500the Equity Shares 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 such
state laws. Accordingly, the Equity Shares are being issued (i) within U.S. to persons reasonably believed
to be “qualified institutional buyers” (as defined in Section 230.144A of Part 230, Chapter II, Title 17 of the
Code of Federal Regulations) in transactions exempt from, or not subject to, the registration requirements
of the U.S. Securities Act, and (ii) outside U.S. in offshore transactions in reliance on Regulation S, under
the U.S. Securities Act and the applicable laws of the jurisdictions where such issues occur.
The above information is given for the benefit of the Applicants. Our Company and the BRLM are not
liable for any amendments or modifications or changes in applicable laws or regulations, which may occur
after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent
investigations, seek independent legal advice about its ability to participate in the Offer and ensure that the
Applications are not in violation of laws or regulations applicable to them.
INVESTMENT BY NON-RESIDENT ENTITIES IN INDIA UNDER FDI POLICY 2020
The FDI Policy, 2020 provides that a non-resident entity can invest in India, subject to the provisions of the FDI
Policy except in those sectors/activities which are prohibited. However, an entity of a country, which shares a land
border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any
such country, can invest only under the Government route. Further, a citizen of Pakistan or an entity incorporated
in Pakistan may invest only under the Government route, and in sectors /activities other than defence, space,
atomic energy and those specifically prohibited for foreign investment.
In the event of the transfer of ownership of any existing or future FDI in an entity in India, whether directly or
indirectly, resulting in the beneficial ownership falling within the scope of the aforementioned restrictions, such
subsequent change in beneficial ownership will also require Government approval. This requirement is in
accordance with Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the Department for Promotion
of Industry and Internal Trade, Ministry of Commerce & Industry, Government of India and the Foreign Exchange
Management (Non-debt instrument) Amendment Rules, 2020 notified by Central Government through
notification dated April 22, 2020 in order to curb opportunistic takeovers or acquisitions of Indian Companies in
light of the COVID-19 pandemic.
501SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF
ASSOCIATION
Capitalized terms used in this section have the meanings that have been given to such terms in the Articles of
Association of our Company (“Articles”). The main provisions of the Articles, which may have a bearing on the
Offer, are detailed below.
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1. The clauses contained in Table ‘F’ of Schedule I of the Companies Act, Table F Applicability.
2013, as amended, shall apply to our Company only so far as they are
not inconsistent or repugnant with any of the clauses contained in these
Articles or modification thereof or are not expressly or by implication
excluded from these Articles but the regulations for the management
of the Company and for the observance of the Members there of and
their representatives shall be as set out in the relevant provisions of the
Companies Act, 2013 and subject to any exercise of the statutory
powers of the Company with reference to the repeal or alteration of or
addition to its clauses by Special Resolution as prescribed by the said
Companies Act, 2013 be such as are contained in these Articles unless
the same are repugnant or contrary to the provisions of the Companies
Act, 2013 or any amendment thereto.
Interpretation Clause
2. In the interpretation of these Articles the following expressions shall
have the following meanings unless repugnant to the subject or
context:
"The Act" means the Companies Act, 2013 and includes any statutory Act
modification or re-enactment thereof.
“These Articles" means Articles of Association for the time being in Articles
force or as may be altered from time to time vide Special Resolution.
“Auditors" means and includes those persons appointed as such for the Auditors
time being of the Company.
"Capital" means the share capital for the time being raised or Capital
authorized to be raised for the purpose of the Company.
“The Company” shall mean “APPL Containers Limited (Formerly The Company
Known as APPL Containers Private Limited)”
“Executor” or “Administrator” means a person who has obtained a Executor
probate or letter of administration, as the case may be from a Court of or Administrator
competent jurisdiction and shall include a holder of a Succession
Certificate authorizing the holder thereof to negotiate or transfer the
Share or Shares of the deceased Member and shall also include the
holder of a Certificate granted by the Administrator General under
section 31 of the Administrator General Act, 1963.
"Legal Representative" means a person who in law represents the Legal Representative
estate of a deceased Member.
Words importing the masculine gender also include the feminine Gender
gender.
"In Writing" and “Written" includes printing lithography and other In Writing and Written
modes of representing or reproducing words in a visible form.
The marginal notes hereto shall not affect the construction thereof. Marginal notes
“Meeting” or “General Meeting” means a meeting of members. Meeting or General
Meeting
"Month" means a calendar month. Month
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"Annual General Meeting" means a general meeting of the Members Annual General Meeting
held in accordance with the provision of section 96 of the Act.
"Extra-Ordinary General Meeting" means an Extraordinary General Extra-Ordinary General
Meeting of the Members duly called and constituted and any adjourned Meeting
holding thereof.
“National Holiday” means and includes a day declared as National National Holiday
Holiday by the Central Government.
“Non-retiring Directors” means a director not subject to retirement by Non-retiring Directors
rotation.
"Office” means the registered Office of the Company. Office
“Ordinary Resolution” and “Special Resolution” shall have the Ordinary and Special
meanings assigned thereto by Section 114 of the Act. Resolution
“Person" shall be deemed to include corporations and firms as well as Person
individuals.
“Proxy” means an instrument whereby any person is authorized to vote Proxy
for a member at General Meeting or Poll and includes attorney duly
constituted under the power of attorney.
“The Register of Members” means the Register of Members to be kept Register of Members
pursuant to Section 88(1) (a) of the Act.
Words importing the Singular number include where the context Singular number
admits or requires the plural number and vice versa.
The Statutes means the Companies Act, 2013 and every other Act for Statutes
the time being in force affecting the Company.
“These presents” means the Memorandum of Association and the These presents
Articles of Association as originally framed or as altered from time to
time.
“Variation” shall include abrogation; and “vary” shall include Variation
abrogate.
“Year” means the calendar year and “Financial Year” shall have the Year and Financial Year
meaning assigned thereto by Section 2(41) of the Act.
Save as aforesaid any words and expressions contained in these Expressions in the Act to
Articles shall bear the same meanings as in the Act or any statutory bear the same meaning in
modifications thereof for the time being in force. Articles
SHARE CAPITAL AND VARIATION OF RIGHTS
3. The Authorized Share Capital of the Company shall be such amount as Authorized Capital
may be mentioned in Clause 5 of Memorandum of Association of the
Company from time to time.
4. The Company may in General Meeting from time to time by Ordinary Increase of capital by the
Resolution increase its capital by creation of new Shares which may Company how carried
be unclassified and may be classified at the time of issue in one or more into effect
classes and of such amount or amounts as may be deemed expedient.
The new Shares shall be issued upon such terms and conditions and
with such rights and privileges annexed thereto as the resolution shall
prescribe and in particular, such Shares may be issued with a
preferential or qualified right to dividends and in the distribution of
assets of the Company and with a right of voting at General Meeting
of the Company in conformity with Section 47 of the Act. Whenever
the capital of the Company has been increased under the provisions of
this Article the Directors shall comply with the provisions of Section
64 of the Act.
Further provided that the option or right to call of shares shall not be
given to any person except with the sanction of the Company in general
meeting.
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5. Except so far as otherwise provided by the conditions of issue or by New Capital same as
these Presents, any capital raised by the creation of new Shares shall existing capital
be considered as part of the existing capital, and shall be subject to the
provisions herein contained, with reference to the payment of calls and
instalments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.
6. Subject to the provisions of Section 55 of the Act and in accordance Redeemable Preference
with these Articles, the Company shall have the power to issue Shares
preference shares, whether cumulative or non-cumulative, or
convertible or non-convertible, which are liable to be redeemed and
the resolution authorizing such issue shall prescribe the manner, terms
and conditions of redemption.
7. The holder of Preference Shares shall have a right to vote only on Voting rights of
Resolutions, which directly affect the rights attached to his Preference preference shares
Shares
8. On the issue of redeemable preference shares under the provisions of Provisions to apply on
Article 7 hereof, the following provisions-shall take effect: issue of Redeemable
(a) No such Shares shall be redeemed except out of profits of which Preference Shares
would otherwise be available for dividend or out of proceeds of a fresh
issue of shares made for the purpose of the redemption;
(b) No such Shares shall be redeemed unless they are fully paid;
(c) Subject to section 55(2)(d)(i) the premium, if any payable on
redemption shall have been provided for out of the profits of the
Company or out of the Company's security premium account, before
the Shares are redeemed;
(d) Where any such Shares are redeemed otherwise then out of the
proceeds of a fresh issue, there shall out of profits which would
otherwise have been available for dividend, be transferred to a reserve
fund, to be called "the Capital Redemption Reserve Account", a sum
equal to the nominal amount of the Shares redeemed, and the
provisions of the Act relating to the reduction of the share capital of
the Company shall, except as provided in Section 55 of the Act apply
as if the Capital Redemption Reserve Account were paid-up share
capital of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the redemption
of preference shares hereunder may be effected in accordance with the
terms and conditions of their issue and in the absence of any specific
terms and conditions in that behalf, in such manner as the Directors
may think fit. The reduction of Preference Shares under the provisions
by the Company shall not be taken as reducing the amount of its
Authorized Share Capital
9. The Company may (subject to the provisions of sections 52, 55, 66, Reduction of capital
both inclusive, and other applicable provisions, if any, of the Act) from
time to time by Special Resolution reduce
(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account
In any manner for the time being, authorized by law and in particular
capital may be paid off on the footing that it may be called up again or
otherwise. This Article is not to derogate from any power the Company
would have, if it were omitted.
10. Any debentures, debenture-stock or other securities may be issued at a Debentures
discount, premium or otherwise and may be issued on condition that
they shall be convertible into shares of any denomination and with any
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privileges and conditions as to redemption, surrender, drawing,
allotment of shares, attending (but not voting) at the General Meeting,
appointment of Directors and otherwise. Debentures with the right to
conversion into or allotment of shares shall be issued only with the
consent of the Company in the General Meeting by a Special
Resolution.
11. The Company may exercise the powers of issuing sweat equity shares Issue of Sweat Equity
conferred by Section 54 of the Act of a class of shares already issued Shares
subject to such conditions as may be specified in that sections and rules
framed thereunder.
12. The Company may issue shares to Employees including its Directors ESOP
other than independent directors and such other persons as the rules
may allow, under Employee Stock Option Scheme (ESOP) or any
other scheme, if authorized by a Special Resolution of the Company in
general meeting subject to the provisions of the Act, the Rules and
applicable guidelines made there under, by whatever name called.
13. Notwithstanding anything contained in these articles but subject to the Buy Back of shares
provisions of sections 68 to 70 and any other applicable provision of
the Act or any other law for the time being in force, the company may
purchase its own shares or other specified securities.
14. Subject to the provisions of Section 61 of the Act, the Company in Consolidation, Sub-
general meeting may, from time to time, consolidate all or any of the Division and Cancellation
share capital into shares of larger amount than its existing share or sub-
divide its shares, or any of them into shares of smaller amount than is
fixed by the Memorandum; subject nevertheless, to the provisions of
clause (d) of sub-section (1) of Section 61; Subject as aforesaid the
Company in general meeting may also cancel shares which have not
been taken or agreed to be taken by any person and diminish the
amount of its share capital by the amount of the shares so cancelled.
15. Subject to compliance with applicable provision of the Act and rules Issue of Depository
framed thereunder the company shall have power to issue depository Receipts
receipts in any foreign country.
16. Subject to compliance with applicable provision of the Act and rules Issue of Securities
framed thereunder the company shall have power to issue any kind of
securities as permitted to be issued under the Act and rules framed
thereunder.
MODIFICATION OF CLASS RIGHTS
17. If at any time the share capital, by reason of the issue of Preference Modification of rights
Shares or otherwise is divided into different classes of shares, all or
any of the rights privileges attached to any class (unless otherwise
provided by the terms of issue of the shares of the class) may, subject
to the provisions of Section 48 of the Act and whether or not the
Company is being wound-up, be varied, modified or dealt, with the
consent in writing of the holders of not less than three-fourths of the
issued shares of that class or with the sanction of a Special Resolution
passed at a separate general meeting of the holders of the shares of that
class. The provisions of these Articles relating to general meetings
shall mutatis mutandis apply to every such separate class of meeting.
Provided that if variation by one class of shareholders affects the rights
of any other class of shareholders, the consent of three-fourths of such
other class of shareholders shall also be obtained and the provisions of
this section shall apply to such variation.
18. The rights conferred upon the holders of the Shares including New Issue of Shares not to
Preference Share, (if any) of any class issued with preferred or other affect rights attached to
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rights or privileges shall, unless otherwise expressly provided by the existing shares of that
terms of the issue of shares of that class, be deemed not to be modified, class.
commuted, affected, abrogated, dealt with or varied by the creation or
issue of further shares ranking pari-passu therewith.
19. Subject to the provisions of Section 62 of the Act and these Articles, Shares at the disposal of
the shares in the capital of the company for the time being shall be the Directors
under the control of the Directors who may issue, allot or otherwise
dispose of the same or any of them to such persons, in such proportion
and on such terms and conditions and either at a premium or at par and
at such time as they may from time to time think fit and with the
sanction of the company in the General Meeting to give to any person
or persons the option or right to call for any shares either at par or
premium during such time and for such consideration as the Directors
think fit, and may issue and allot shares in the capital of the company
on payment in full or part of any property sold and transferred or for
any services rendered to the company in the conduct of its business
and any shares which may so be allotted may be issued as fully paid
up shares and if so issued, shall be deemed to be fully paid shares.
20. The Company may issue shares or other securities in any manner Power to issue shares on
whatsoever including by way of a preferential offer, to any persons preferential basis
whether or not those persons include the persons referred to in clause
(a) or clause (b) of sub-section (1) of section 62 subject to compliance
with section 42 and 62 of the Act and rules framed thereunder.
21. The shares in the capital shall be numbered progressively according to Shares should be
their several denominations, and except in the manner hereinbefore Numbered progressively
mentioned no share shall be sub-divided. Every forfeited or and no share to be
surrendered share shall continue to bear the number by which the same subdivided
was originally distinguished.
22. An application signed by or on behalf of an applicant for shares in the Acceptance of Shares
Company, followed by an allotment of any shares therein, shall be an
acceptance of shares within the meaning of these Articles, and every
person who thus or otherwise accepts any shares and whose name is
on the Register shall for the purposes of these Articles, be a Member.
23. Subject to the provisions of the Act and these Articles, the Directors Directors may allot shares
may allot and issue shares in the Capital of the Company as payment as fully paid-up
or part payment for any property (including goodwill of any business)
sold or transferred, goods or machinery supplied or for services
rendered to the Company either in or about the formation or promotion
of the Company or the conduct of its business and any shares which
may be so allotted may be issued as fully paid-up or partly paid-up
otherwise than in cash, and if so issued, shall be deemed to be fully
paid-up or partly paid-up shares as aforesaid.
24. The money (if any) which the Board shall on the allotment of any Deposit and call etc. to be
shares being made by them, require or direct to be paid by way of a debt payable
deposit, call or otherwise, in respect of any shares allotted by them immediately
shall become a debt due to and recoverable by the Company from the
allottee thereof, and shall be paid by him, accordingly.
25. Every Member, or his heirs, executors, administrators, or legal Liability of Members
representatives, shall pay to the Company the portion of the Capital
represented by his share or shares which may, for the time being,
remain unpaid thereon, in such amounts at such time or times, and in
such manner as the Board shall, from time to time in accordance with
the Company’s regulations, require on date fixed for the payment
thereof.
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26. Shares may be registered in the name of any limited company or other Registration of Shares
corporate body but not in the name of a firm, an insolvent person or a
person of unsound mind.
RETURN ON ALLOTMENTS TO BE MADE OR
RESTRICTIONS ON ALLOTMENT
27. The Board shall observe the restrictions as regards allotment of shares Return of Allotment
to the public, and as regards return on allotments contained in Sections
39 of the Act
CERTIFICATES
28. (a) Every member shall be entitled, without payment, to one or more Share Certificates
certificates in marketable lots, for all the shares of each class or
denomination registered in his name, or if the Directors so approve
(upon paying such fee as provided in the relevant laws) to several
certificates, each for one or more of such shares and the company shall
complete and have ready for delivery such certificates within two
months from the date of allotment, unless the conditions of issue
thereof otherwise provide, or within one month of the receipt of
application for registration of transfer, transmission, sub-division,
consolidation or renewal of any of its shares as the case may be. Every
certificate of shares shall specify the number and distinctive numbers
of shares in respect of which it is issued and amount paid-up thereon
and shall be in such form as the directors may prescribe or approve,
provided that in respect of a share or shares held jointly by several
persons, the company shall not be bound to issue more than one
certificate and delivery of a certificate of shares to one of several joint
holders shall be sufficient delivery to all such holder. Such certificate
shall be issued only in pursuance of a resolution passed by the Board
and on surrender to the Company of its letter of allotment or its
fractional coupons of requisite value, save in cases of issues against
letter of acceptance or of renunciation or in cases of issue of bonus
shares. Every certificate shall specify the shares to which it relates and
the amount paid-up thereon and shall be signed by two directors and
the company secretary, wherever the company has appointed a
company secretary provided that if the composition of the Board
permits of it, at least one of the aforesaid two Directors shall be a
person other than a Managing or whole-time Director. Particulars of
every share certificate issued shall be entered in the Register of
Members against the name of the person, to whom it has been issued,
indicating the date of issue.
(b) Any two or more joint allottees of shares shall, for the purpose of
this Article, be treated as a single member, and the certificate of any
shares which may be the subject of joint ownership, may be delivered
to anyone of such joint owners on behalf of all of them. For any further
certificate the Board shall be entitled, but shall not be bound, to
prescribe a charge not exceeding Rupees Fifty. The Company shall
comply with the provisions of Section 39 of the Act.
(c) A Director may sign a share certificate by affixing his signature
thereon by means of any machine, equipment or other mechanical
means, such as engraving in metal or lithography, but not by means of
a rubber stamp provided that the Director shall be responsible for the
safe custody of such machine, equipment or other material used for the
purpose.
The provisions of this Article shall mutatis mutandis apply to
debentures of the Company.
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29. If any certificate be worn out, defaced, mutilated or torn or if there be Issue of new certificates in
no further space on the back thereof for endorsement of transfer, then place of those defaced, lost
upon production and surrender thereof to the Company, a new or destroyed
Certificate may be issued in lieu thereof, and if any certificate lost or
destroyed then upon proof thereof to the satisfaction of the company
and on execution of such indemnity as the company deem adequate,
being given, a new Certificate in lieu thereof shall be given to the party
entitled to such lost or destroyed Certificate. Every Certificate under
the Article shall be issued without payment of fees if the Directors so
decide, or on payment of such fees (not exceeding Rs.50/- for each
certificate) as the Directors shall prescribe. Provided that no fee shall
be charged for issue of new certificates in replacement of those which
are old, defaced or worn out or where there is no further space on the
back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall
comply with such Rules or Regulation or requirements of any Stock
Exchange or the Rules made under the Act or the rules made under
Securities Contracts (Regulation) Act, 1956, or any other Act, or rules
applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to
debentures of the Company.
30. If any share stands in the names of two or more persons, the person The first named joint
first named in the Register shall as regard receipts of dividends or holder deemed Sole
bonus or service of notices and all or any other matter connected with holder
the Company except voting at meetings, and the transfer of the shares,
be deemed sole holder thereof but the joint-holders of a share shall be
severally as well as jointly liable for the payment of all calls and other
payments due in respect of such share and for all incidentals thereof
according to the Company’s regulations.
31. The Company shall not be bound to register more than three persons Maximum number of
as the joint holders of any share. joint holders
32. Except as ordered by a Court of competent jurisdiction or as by law Company not bound to
required, the Company shall not be bound to recognise any equitable, recognise any interest in
contingent, future or partial interest in any share, or (except only as is share other than that of
by these Articles otherwise expressly provided) any right in respect of registered holders
a share other than an absolute right thereto, in accordance with these
Articles, in the person from time to time registered as the holder
thereof but the Board shall be at liberty at its sole discretion to register
any share in the joint names of any two or more persons or the survivor
or survivors of them.
33. If by the conditions of allotment of any share the whole or part of the Instalment on shares to be
amount or issue price thereof shall be payable by instalment, every duly paid
such instalment 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.
34. Notwithstanding anything contained in these Articles, the Directors of Right of Directors to
the Company may in their absolute discretion refuse sub-division of refuse sub-division
share certificates or debenture certificates into denominations of less
than the marketable lots except where such sub-division is required to
be made to comply with a statutory provision or an order of a
competent court of law.
35. Notwithstanding anything contained herein, certificate, if required, for Issue of certificates, if
a dematerialised share, debenture and other security shall be issued in required, in the case of
the name of the Depository, however, the Person who is the Beneficial dematerialized shares /
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Owner of such shares, debentures and other securities shall be entitled debentures / other
to all the rights as set out in these Articles securities
UNDERWRITING AND BROKERAGE
36. Subject to the provisions of Section 40 (6) of the Act, the Company Commission
may at any time pay a commission to any person in consideration of
his subscribing or agreeing, to subscribe (whether absolutely or
conditionally) for any shares or debentures in the Company, or
procuring, or agreeing to procure subscriptions (whether absolutely or
conditionally) for any shares or debentures in the Company but so that
the commission shall not exceed the maximum rates laid down by the
Act and the rules made in that regard. Such commission may be
satisfied by payment of cash or by allotment of fully or partly paid
shares or partly in one way and partly in the other.
37. The Company may pay on any issue of shares and debentures such Brokerage
brokerage as may be reasonable and lawful.
CALLS
38. (a) The Board may, from time to time, subject to the terms on which Directors may make calls
any shares may have been issued and subject to the conditions of
allotment, by a resolution passed at a meeting of the Board and not by
a circular resolution, make such calls as it thinks fit, upon the Members
in respect of all the moneys unpaid on the shares held by them
respectively and each Member shall pay the amount of every call so
made on him to the persons and at the time and places appointed by
the Board.
(b) A call may be revoked or postponed at the discretion of the Board.
(c) A call may be made payable by instalments.
39. Fifteen days’ notice in writing of any call shall be given by the Notice of Calls
Company specifying the time and place of payment, and the person or
persons to whom such call shall be paid.
40. A call shall be deemed to have been made at the time when the Calls to date from
resolution of the Board of Directors authorising such call was passed resolution
and may be made payable by the members whose names appear on the
Register of Members on such date or at the discretion of the Directors
on such subsequent date as may be fixed by Directors.
41. Whenever any calls for further share capital are made on shares, such Calls on uniform basis
calls shall be made on uniform basis on all shares falling under the
same class. For the purposes of this Article shares of the same nominal
value of which different amounts have been paid up shall not be
deemed to fall under the same class.
42. The Board may, from time to time, at its discretion, extend the time Directors may extend time
fixed for the payment of any call and may extend such time as to all or
any of the members who on account of the residence at a distance or
other cause, which the Board may deem fairly entitled to such
extension, but no member shall be entitled to such extension save as a
matter of grace and favour.
43. If any Member fails to pay any call due from him on the day appointed Calls to carry interest
for payment thereof, or any such extension thereof as aforesaid, he
shall be liable to pay interest on the same from the day appointed for
the payment thereof to the time of actual payment at such rate as shall
from time to time be fixed by the Board not exceeding 10% per annum
but nothing in this Article shall render it obligatory for the Board to
demand or recover any interest from any such member.
44. If by the terms of issue of any share or otherwise any amount is made Sums deemed to be calls
payable at any fixed time or by instalments at fixed time (whether on
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account of the amount of the share or by way of premium) every such
amount or instalment shall be payable as if it were a call duly made by
the Directors and of which due notice has been given and all the
provisions herein contained in respect of calls shall apply to such
amount or instalment accordingly.
45. On the trial or hearing of any action or suit brought by the Company Proof on trial of suit for
against any Member or his representatives for the recovery of any money due on shares
money claimed to be due to the Company in respect of his shares, if
shall be sufficient to prove that the name of the Member in respect of
whose shares the money is sought to be recovered, appears entered on
the Register of Members as the holder, at or subsequent to the date at
which the money is sought to be recovered is alleged to have become
due on the share in respect of which such money is sought to be
recovered in the Minute Books: and that notice of such call was duly
given to the Member or his representatives used in pursuance of these
Articles: and that it shall not be necessary to prove the appointment of
the Directors who made such call, nor that a quorum of Directors was
present at the Board at which any call was made was duly convened or
constituted nor any other matters whatsoever, but the proof of the
matters aforesaid shall be conclusive evidence of the debt.
46. Neither a judgment nor a decree in favour of the Company for calls or Judgment, decree, partial
other moneys due in respect of any shares nor any part payment or payment motto proceed
satisfaction thereunder nor the receipt by the Company of a portion of for forfeiture
any money which shall from time to time be due from any Member of
the Company in respect of his shares, either by way of principal or
interest, nor any indulgence granted by the Company in respect of the
payment of any such money, shall preclude the Company from
thereafter proceeding to enforce forfeiture of such shares as hereinafter
provided.
47. (a) The Board may, if it thinks fit, receive from any Member willing to Payments in Anticipation
advance the same, all or any part of the amounts of his respective of calls may carry interest
shares beyond the sums, actually called up and upon the moneys so
paid in advance, or upon so much thereof, from time to time, and at
any time thereafter as exceeds the amount of the calls then made upon
and due in respect of the shares on account of which such advances are
made the Board may pay or allow interest, at 12% per annum The
Board may agree to repay at any time any amount so advanced or may
at any time repay the same upon giving to the Member three months’
notice in writing: provided that moneys paid in advance of calls on
shares may carry interest but shall not confer a right to dividend or to
participate in profits.
(b) No Member paying any such sum in advance shall be entitled to
voting rights in respect of the moneys so paid by him until the same
would but for such payment become presently payable. The provisions
of this Article shall mutatis mutandis apply to calls on debentures
issued by the Company.
LIEN
48. The Company shall have a first and paramount lien upon all the Company to have Lien on
shares/debentures (other than fully paid-up shares/debentures) shares
registered in the name of each member (whether solely or jointly with
others) and upon the proceeds of sale thereof for all moneys (whether
presently payable or not) called or payable at a fixed time in respect of
such shares/debentures and no equitable interest in any share shall be
created except upon the footing and condition that this Article will
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have full effect. And such lien shall extend to all dividends and bonuses
from time to time declared in respect of such shares/debentures. Unless
otherwise agreed the registration of a transfer of shares/debentures
shall operate as a waiver of the Company’s lien if any, on such
shares/debentures. The Directors may at any time declare any
shares/debentures wholly or in part to be exempt from the provisions
of this clause.
Every fully paid share shall be free from all lien and that in the case of
partly paid shares the Issuer’s lien shall be restricted to moneys called
or payable at a fixed time in respect of such shares.
49. For the purpose of enforcing such lien the Directors may sell the shares As to enforcing lien by
subject thereto in such manner as they shall think fit, but no sale shall sale
be made until such period as aforesaid shall have arrived and until
notice in writing of the intention to sell shall have been served on such
member or the person (if any) entitled by transmission to the shares
and default shall have been made by him in payment, fulfilment of
discharge of such debts, liabilities or engagements for seven days after
such notice. To give effect to any such sale the Board may authorise
some person to transfer the shares sold to the purchaser thereof and
purchaser shall be registered as the holder of the shares comprised in
any such transfer. Upon any such sale as the Certificates in respect of
the shares sold shall stand cancelled and become null and void and of
no effect, and the Directors shall be entitled to issue a new Certificate
or Certificates in lieu thereof to the purchaser or purchasers concerned.
50. The net proceeds of any such sale shall be received by the Company Application of proceeds of
and applied in or towards payment of such part of the amount in respect sale
of which the lien exists as is presently payable and the residue, if any,
shall (subject to lien for sums not presently payable as existed upon the
shares before the sale) be paid to the person entitled to the shares at the
date of the sale.
FORFEITURE AND SURRENDER OF SHARES
51. If any Member fails to pay the whole or any part of any call or If call or instalment not
instalment or any moneys due in respect of any shares either by way paid, notice may be given
of principal or interest on or before the day appointed for the payment
of the same, the Directors may, at any time thereafter, during such time
as the call or instalment or any part thereof or other moneys as
aforesaid remains unpaid or a judgment or decree in respect thereof
remains unsatisfied in whole or in part, serve a notice on such Member
or on the person (if any) entitled to the shares by transmission,
requiring him to pay such call or instalment of such part thereof or
other moneys as remain unpaid together with any interest that may
have accrued and all reasonable expenses (legal or otherwise) that may
have been accrued by the Company by reason of such non-payment.
Provided that no such shares shall be forfeited if any moneys shall
remain unpaid in respect of any call or instalment or any part thereof
as aforesaid by reason of the delay occasioned in payment due to the
necessity of complying with the provisions contained in the relevant
exchange control laws or other applicable laws of India, for the time
being in force.
52. The notice shall name a day (not being less than fourteen days from Terms of notice
the date of notice) and a place or places on and at which such call or
instalment and such interest thereon as the Directors shall determine
from the day on which such call or instalment ought to have been paid
and expenses as aforesaid are to be paid.
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The notice shall also state that, in the event of the non-payment at or
before the time and at the place or places appointed, the shares in
respect of which the call was made or instalment is payable will be
liable to be forfeited.
53. If the requirements of any such notice as aforesaid shall not be On default of payment,
complied with, every or any share in respect of which such notice has shares to be forfeited
been given, may at any time thereafter but before payment of all calls
or instalments, interest and expenses, due in respect thereof, be
forfeited by resolution of the Board to that effect. Such forfeiture shall
include all dividends declared or any other moneys payable in respect
of the forfeited share and not actually paid before the forfeiture.
54. When any shares have been forfeited, notice of the forfeiture shall be Notice of forfeiture to a
given to the member in whose name it stood immediately prior to the Member
forfeiture, and an entry of the forfeiture, with the date thereof shall
forthwith be made in the Register of Members.
55. Any shares so forfeited, shall be deemed to be the property of the Forfeited shares to be
Company and may be sold, re-allotted, or otherwise disposed of, either property of the Company
to the original holder thereof or to any other person, upon such terms and may be sold etc.
and in such manner as the Board in their absolute discretion shall think
fit.
56. Any Member whose shares have been forfeited shall notwithstanding Members still liable to pay
the forfeiture, be liable to pay and shall forthwith pay to the Company, money owing at time of
on demand all calls, instalments, interest and expenses owing upon or forfeiture and interest
in respect of such shares at the time of the forfeiture, together with
interest thereon from the time of the forfeiture until payment, at such
rate as the Board may determine and the Board may enforce the
payment of the whole or a portion thereof as if it were a new call made
at the date of the forfeiture, but shall not be under any obligation to do
so.
57. The forfeiture shares shall involve extinction at the time of the Effect of forfeiture
forfeiture, of all interest in all claims and demand against the
Company, in respect of the share and all other rights incidental to the
share, except only such of those rights as by these Articles are
expressly saved.
58. A declaration in writing that the declarant is a Director or Secretary of Evidence of Forfeiture
the Company and that shares in the Company have been duly forfeited
in accordance with these articles on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the shares.
59. The Company may receive the consideration, if any, given for the share Title of purchaser and
on any sale, re-allotment or other disposition thereof and the person to allottee of Forfeited
whom such share is sold, re-allotted or disposed of may be registered shares
as the holder of the share and he shall not be bound to see to the
application of the consideration: if any, nor shall his title to the share
be affected by any irregularly or invalidity in the proceedings in
reference to the forfeiture, sale, re-allotment or other disposal of the
shares.
60. Upon any sale, re-allotment or other disposal under the provisions of Cancellation of share
the preceding Article, the certificate or certificates originally issued in certificate in respect of
respect of the relative shares shall (unless the same shall on demand forfeited shares
by the Company have been previously surrendered to it by the
defaulting member) stand cancelled and become null and void and of
no effect, and the Directors shall be entitled to issue a duplicate
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certificate or certificates in respect of the said shares to the person or
persons entitled thereto.
61. In the meantime and until any share so forfeited shall be sold, re- Forfeiture may be
allotted, or otherwise dealt with as aforesaid, the forfeiture thereof remitted
may, at the discretion and by a resolution of the Directors, be remitted
as a matter of grace and favour, and not as was owing thereon to the
Company at the time of forfeiture being declared with interest for the
same unto the time of the actual payment thereof if the Directors shall
think fit to receive the same, or on any other terms which the Director
may deem reasonable.
62. Upon any sale after forfeiture or for enforcing a lien in purported Validity of sale
exercise of the powers hereinbefore given, the Board may appoint
some person to execute an instrument of transfer of the Shares sold and
cause the purchaser's name to be entered in the Register of Members
in respect of the Shares sold, and the purchasers shall not be bound to
see to the regularity of the proceedings or to the application of the
purchase money, and after his name has been entered in the Register
of Members in respect of such Shares, the validity of the sale shall not
be impeached by any person and the remedy of any person aggrieved
by the sale shall be in damages only and against the Company
exclusively.
63. The Directors may, subject to the provisions of the Act, accept a Surrender of shares
surrender of any share from or by any Member desirous of
surrendering on such terms the Directors may think fit.
TRANSFER AND TRANSMISSION OF SHARES
64. The instrument of transfer of any share in or debenture of the Company Execution of the
shall be executed by or on behalf of both the transferor and transferee. instrument of shares
The transferor shall be deemed to remain a holder of the share or
debenture until the name of the transferee is entered in the Register of
Members or Register of Debenture holders in respect thereof.
65. The instrument of transfer of any share or debenture shall be in writing Transfer Form
and all the provisions of Section 56 and statutory modification thereof
including other applicable provisions of the Act shall be duly complied
with in respect of all transfers of shares or debenture and registration
thereof.
The instrument of transfer shall be in a common form approved by the
stock exchange;
66. The Company shall not register a transfer in the Company other than Transfer not to be
the transfer between persons both of whose names are entered as registered except on
holders of beneficial interest in the records of a depository, unless a production of instrument
proper instrument of transfer duly stamped and executed by or on of transfer
behalf of the transferor and by or on behalf of the transferee and
specifying the name, address and occupation if any, of the transferee,
has been delivered to the Company along with the certificate relating
to the shares or if no such share certificate is in existence along with
the letter of allotment of the shares: Provided that where, on an
application in writing made to the Company by the transferee and
bearing the stamp, required for an instrument of transfer, it is proved
to the satisfaction of the Board of Directors that the instrument of
transfer signed by or on behalf of the transferor and by or on behalf of
the transferee has been lost, the Company may register the transfer on
such terms as to indemnity as the Board may think fit, provided further
that nothing in this Article shall prejudice any power of the Company
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to register as shareholder any person to whom the right to any shares
in the Company has been transmitted by operation of law.
67. Subject to the provisions of Section 58 of the Act and Section 22A of Directors may refuse to
the Securities Contracts (Regulation) Act, 1956, the Directors may, register transfer
decline to register—any transfer of shares on which the company has
a lien.
That registration of transfer shall however not be refused on the ground
of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever;
68. If the Company refuses to register the transfer of any share or Notice of refusal to be
transmission of any right therein, the Company shall within a period given to transferor and
of thirty days from the date on which the instrument of transfer or transferee
intimation of transmission was lodged with the Company, send notice
of refusal to the transferee and transferor or to the person giving
intimation of the transmission, as the case may be, and there upon the
provisions of Section 56 of the Act or any statutory modification
thereof for the time being in force shall apply.
69. No fee shall be charged for registration of transfer, transmission, No fee on transfer
Probate, Succession Certificate and letter of administration, Certificate
of Death or Marriage, Power of Attorney or similar other document
with the Company.
70. The Board of Directors shall have power on giving not less than seven Closure of Register of
days pervious notice in accordance with section 91 and rules made Members or debenture
there under close the Register of Members and/or the Register of holder or other security
debentures holders and/or other security holders at such time or times holders
and for such period or periods, not exceeding thirty days at a time, and
not exceeding in the aggregate forty five days in each year as it may
seem expedient to the Board.
71. In the case of transfer of shares, debentures or other marketable Applicability of
securities where the Company has not issued any certificate and where Depositories
shares and securities are being held in an electronic and fungible form, Act
the provisions of the Depositories Act shall apply. Provided that in
respect of the shares, debentures and other marketable securities held
by the Depository on behalf of a Beneficial Owner as defined in the
Depositories Act, Section 89 of the Act shall not apply.
72. The instrument of transfer shall after registration be retained by the Custody of transfer Deeds
Company and shall remain in its custody. All instruments of transfer
which the Directors may decline to register shall on demand be
returned to the persons depositing the same. The Directors may cause
to be destroyed all the transfer deeds with the Company after such
period as they may determine.
73. Where an application of transfer relates to partly paid shares, the Application for transfer of
transfer shall not be registered unless the Company gives notice of the partly paid shares
application to the transferee and the transferee makes no objection to
the transfer within two weeks from the receipt of the notice.
74. For this purpose, the notice to the transferee shall be deemed to have Notice to transferee
been duly given if it is dispatched by prepaid registered post/speed
post/ courier to the transferee at the address given in the instrument of
transfer and shall be deemed to have been duly delivered at the time at
which it would have been delivered in the ordinary course of post.
75. (a) On the death of a Member, the survivor or survivors, where the Recognition of legal
Member was a joint holder, and his nominee or nominees or legal representative
representatives where he was a sole holder, shall be the only person
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recognized by the Company as having any title to his interest in the
shares.
(b) Before recognising any executor or administrator or legal
representative, the Board may require him to obtain a Grant of Probate
or Letters Administration or other legal representation as the case may
be, from some competent court in India.
Provided nevertheless that in any case where the Board in its absolute
discretion thinks fit, it shall be lawful for the Board to dispense with
the production of Probate or letter of Administration or such other legal
representation upon such terms as to indemnity or otherwise, as the
Board in its absolute discretion, may consider adequate
(c)Nothing in clause (a) above shall release the estate of the deceased
joint holder from any liability in respect of any share which had been
jointly held by him with other persons.
76. The Executors or Administrators of a deceased Member or holders of Titles of Shares of
a Succession Certificate or the Legal Representatives in respect of the deceased Member
Shares of a deceased Member (not being one of two or more joint
holders) shall be the only persons recognized by the Company as
having any title to the Shares registered in the name of such Members,
and the Company shall not be bound to recognize such Executors or
Administrators or holders of Succession Certificate or the Legal
Representative unless such Executors or Administrators or Legal
Representative shall have first obtained Probate or Letters of
Administration or Succession Certificate as the case may be from a
duly constituted Court in the Union of India provided that in any case
where the Board of Directors in its absolute discretion thinks fit, the
Board upon such terms as to indemnity or otherwise as the Directors
may deem proper dispense with production of Probate or Letters of
Administration or Succession Certificate and register Shares standing
in the name of a deceased Member, as a Member. However, provisions
of this Article are subject to Sections 72 of the Companies Act.
77. Where, in case of partly paid Shares, an application for registration is Notice of application
made by the transferor, the Company shall give notice of the when to be given
application to the transferee in accordance with the provisions of
Section 56 of the Act.
78. Subject to the provisions of the Act and these Articles, any person Registration of persons
becoming entitled to any share in consequence of the death, lunacy, entitled to share otherwise
bankruptcy, insolvency of any member or by any lawful means other than by transfer
than by a transfer in accordance with these presents, may, with the (Transmission clause)
consent of the Directors (which they shall not be under any obligation
to give) upon producing such evidence that he sustains the character in
respect of which he proposes to act under this Article or of this title as
the Director shall require either be registered as member in respect of
such shares or elect to have some person nominated by him and
approved by the Directors registered as Member in respect of such
shares; provided nevertheless that if such person shall elect to have his
nominee registered he shall testify his election by executing in favour
of his nominee an instrument of transfer in accordance so he shall not
be freed from any liability in respect of such shares. This clause is
hereinafter referred to as the ‘Transmission Clause’.
79. Subject to the provisions of the Act and these Articles, the Directors Refusal to register
shall have the same right to refuse or suspend register a person entitled nominee
by the transmission to any shares or his nominee as if he were the
transferee named in an ordinary transfer presented for registration.
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80. Every transmission of a share shall be verified in such manner as the Board may require
Directors may require and the Company may refuse to register any evidence of transmission
such transmission until the same be so verified or until or unless an
indemnity be given to the Company with regard to such registration
which the Directors at their discretion shall consider sufficient,
provided nevertheless that there shall not be any obligation on the
Company or the Directors to accept any indemnity.
81. The Company shall incur no liability or responsibility whatsoever in Company not liable for
consequence of its registering or giving effect to any transfer of shares disregard of a notice
made, or purporting to be made by any apparent legal owner thereof prohibiting registration of
(as shown or appearing in the Register or Members) to the prejudice transfer
of persons having or claiming any equitable right, title or interest to or
in the same shares notwithstanding that the Company may have had
notice of such equitable right, title or interest or notice prohibiting
registration of such transfer, and may have entered such notice or
referred thereto in any book of the Company and the Company shall
not be bound or require to regard or attend or give effect to any notice
which may be given to them of any equitable right, title or interest, or
be under any liability whatsoever for refusing or neglecting so to do
though it may have been entered or referred to in some book of the
Company but the Company shall nevertheless be at liberty to regard
and attend to any such notice and give effect thereto, if the Directors
shall so think fit.
82. In the case of any share registered in any register maintained outside Form of transfer Outside
India the instrument of transfer shall be in a form recognized by the India
law of the place where the register is maintained but subject thereto
shall be as near to the form prescribed in Form no. SH-4 hereof as
circumstances permit.
83. No transfer shall be made to any minor, insolvent or person of unsound No transfer to insolvent
mind. etc.
NOMINATION
84. a) Notwithstanding anything contained in the articles, every holder of Nomination
securities of the Company may, at any time, nominate a person in
whom his/her securities shall vest in the event of his/her death and the
provisions of Section 72 of the Companies Act, 2013 shall apply in
respect of such nomination.
b) No person shall be recognized by the Company as a nominee unless
an intimation of the appointment of the said person as nominee has
been given to the Company during the lifetime of the holder(s) of the
securities of the Company in the manner specified under Section 72 of
the Companies Act, 2013 read with Rule 19 of the Companies (Share
Capital and Debentures) Rules, 2014
c)The Company shall not be in any way responsible for transferring
the securities consequent upon such nomination.
lf the holder(s) of the securities survive(s) nominee, then the
nomination made by the holder(s) shall be of no effect and shall
automatically stand revoked.
85. A nominee, upon production of such evidence as may be required by Transmission of Securities
the Board and subject as hereinafter provided, elect, either- by nominee
(i) to be registered himself as holder of the security, as the case may
be; or
(ii) to make such transfer of the security, as the case may be, as the
deceased security holder, could have made;
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(iii) if the nominee elects to be registered as holder of the security,
himself, as the case may be, he shall deliver or send to the Company,
a notice in writing signed by him stating that he so elects and such
notice shall be accompanied with the death certificate of the deceased
security holder as the case may be;
(iv) a nominee shall be entitled to the same dividends and other
advantages to which he would be entitled to, if he were the registered
holder of the security except that he shall not, before being registered
as a member in respect of his security, be entitled in respect of it to
exercise any right conferred by membership in relation to meetings of
the Company.
Provided further that the Board may, at any time, give notice requiring
any such person to elect either to be registered himself or to transfer
the share or debenture, and if the notice is not complied with within
ninety days, the Board may thereafter withhold payment of all bonuses
or other moneys payable or rights accruing in respect of the share or
debenture, until the requirements of the notice have been complied
with.
DEMATERIALISATION OF SHARES
86. Subject to the provisions of the Act and Rules made there under the Dematerialisation of
Company may offer its members facility to hold securities issued by it Securities
in dematerialized form.
JOINT HOLDER
87. Where two or more persons are registered as the holders of any share Joint Holders
they shall be deemed to hold the same as joint Shareholders with
benefits of survivorship subject to the following and other provisions
contained in these Articles.
88. The Joint holders of any share shall be liable severally as well as jointly Joint and several
for and in respect of all calls and other payments which ought to be liabilities for all payments
made in respect of such share. in respect of shares
89. On the death of any such joint holders the survivor or survivors shall Title of survivors
be the only person recognized by the Company as having any title to
the share but the Board may require such evidence of death as it may
deem fit and nothing herein contained shall be taken to release the
estate of a deceased joint holder from any liability of shares held by
them jointly with any other person;
90. Any one of two or more joint holders of a share may give effectual Receipts of one sufficient
receipts of any dividends or other moneys payable in respect of share;
and
91. Only the person whose name stands first in the Register of Members Delivery of certificate and
as one of the joint holders of any share shall be entitled to delivery of giving of notices to first
the certificate relating to such share or to receive documents from the named holders
Company and any such document served on or sent to such person
shall deemed to be service on all the holders.
92. Any one of two or more joint holders may vote at any meeting either Vote of joint-holders
personally or by attorney or by proxy in respect of such shares as if he
were solely entitled thereto and if more than one of such joint holders
be present at any meeting personally or by proxy or by attorney then
that one of such Persons so present whose name stands first or higher
(as the case may be) in the register in respect of such shares shall alone
be entitled to vote in respect thereof but the other or others of the joint
holders shall be entitled to vote in preference to a joint holder present
by attorney or by proxy although the name of such joint holder present
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by any attorney or proxy stands first or higher (as the case may be) in
the register in respect of such shares.
93. Several executors or administrators of a deceased Member in whose Executors or
(deceased Member) sole name any share stands, shall for the purpose administrators as
of this clause be deemed joint holders. joint holders
94. A Member of unsound mind, or in respect of whom an order has been How members non-
made by any court having jurisdiction in lunacy, may vote, whether on compos mentis and minor
a show of hands or on a poll, by his committee or other legal guardian, may vote
and any such committee or guardian and may, on a poll, vote by proxy.
If any Member be a minor, the vote in respect of his share or shares
shall be by his guardian or any one of his guardians.
95. Subject to the provisions of the Act and other provisions of these Votes in respect of shares
Articles, any person entitled under the Transmission Clause to any of deceased or insolvent
shares may vote at any general meeting in respect thereof as if he was embers etc.
the registered holder of such shares, provided that at least 48 (forty
eight) hours before the time of holding the meeting or adjourned
meeting, as the case may be, at which he proposes to vote, he shall
duly satisfy the Board of his right to such shares unless the Board shall
have previously admitted his right to vote at such meeting in respect
thereof.
96. Any business other than that upon which a poll has been demanded Business may proceed
may be proceeded with, pending the taking of the poll. pending poll
SHARE WARRANTS
97. The Company may issue warrants subject to and in accordance with Power to issue share
provisions of the Act and accordingly the Board may in its discretion warrants
with respect to any Share which is fully paid upon application in
writing signed by the persons registered as holder of the Share, and
authenticated by such evidence(if any) as the Board may, from time to
time, require as to the identity of the persons signing the application
and on receiving the certificate (if any) of the Share, and the amount
of the stamp duty on the warrant and such fee as the Board may, from
time to time, require, issue a share warrant.
98. The bearer of a share warrant may at any time deposit the warrant at Deposit of share warrants
the Office of the Company, and so long as the warrant remains so
deposited, the depositor shall have the same right of signing a
requisition for call in a meeting of the Company, and of attending and
voting and exercising the other privileges of a Member at any meeting
held after the expiry of two clear days from the time of deposit, as if
his name were inserted in the Register of Members as the holder of the
Share included in the deposit warrant.
Not more than one person shall be recognized as depositor of the Share
warrant.
The Company shall, on two day's written notice, return the deposited
share warrant to the depositor.
99. Subject as herein otherwise expressly provided, no person, being a Privileges and disabilities
bearer of a share warrant, shall sign a requisition for calling a meeting of the holders of share
of the Company or attend or vote or exercise any other privileges of a warrant
Member at a meeting of the Company, or be entitled to receive any
notice from the Company.
The bearer of a share warrant shall be entitled in all other respects to
the same privileges and advantages as if he were named in the Register
of Members as the holder of the Share included in the warrant, and he
shall be a Member of the Company.
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100. The Board may, from time to time, make bye-laws as to terms on which Issue of new share
(if it shall think fit), a new share warrant or coupon may be issued by warrant coupons
way of renewal in case of defacement, loss or destruction.
CONVERSION OF SHARES INTO STOCK
101. The Company may, by ordinary resolution in General Meeting, Conversion of shares into
a) convert any fully paid-up shares into stock; and stock or reconversion
b) re-convert any stock into fully paid-up shares of any denomination.
102. The holders of stock may transfer the same or any part thereof in the Transfer of stock
same manner as and subject to the same regulation under which the
shares from which the stock arose might before the conversion have
been transferred, or as near thereto as circumstances admit, provided
that, the Board may, from time to time, fix the minimum amount of
stock transferable so however that such minimum shall not exceed the
nominal amount of the shares from which the stock arose.
103. The holders of stock shall, according to the amount of stock held by Rights of stock Holders
them, have the same rights, privileges and advantages as regards
dividends, participation in profits, voting at meetings of the Company,
and other matters, as if they hold the shares for which the stock arose
but no such privilege or advantage shall be conferred by an amount of
stock which would not, if existing in shares, have conferred that
privilege or advantage.
104. Such of the regulations of the Company (other than those relating to Regulations
share warrants), as are applicable to paid up share shall apply to stock
and the words “share” and “shareholders” in those regulations shall
include “stock” and “stockholders” respectively.
BORROWING POWERS
105. Subject to the provisions of the Act and these Articles, the Board may, Power to borrow
from time to time at its discretion, by a resolution passed at a meeting
of the Board generally raise or borrow money by way of deposits,
loans, overdrafts, cash credit or by issue of bonds, debentures or
debenture-stock (perpetual or otherwise) or in any other manner, or
from any person, firm, company, co-operative society, anybody
corporate, bank, institution, whether incorporated in India or abroad,
Government or any authority or any other body for the purpose of the
Company and may secure the payment of any sums of money so
received, raised or borrowed; provided that the total amount borrowed
by the Company (apart from temporary loans obtained from the
Company’s Bankers in the ordinary course of business) shall not
without the consent of the Company in General Meeting exceed the
aggregate of the paid up capital of the Company and its free reserves
that is to say reserves not set apart for any specified purpose.
106. Subject to the provisions of the Act and these Articles, any bonds, Issue of discount etc. or
debentures, debenture-stock or any other securities may be issued at a with special privileges
discount, premium or otherwise and with any special privileges and
conditions as to redemption, surrender, allotment of shares,
appointment of Directors or otherwise; provided that debentures with
the right to allotment of or conversion into shares shall not be issued
except with the sanction of the Company in General Meeting.
107. The payment and/or repayment of moneys borrowed or raised as Securing payment or
aforesaid or any moneys owing otherwise or debts due from the repayment of Moneys
Company may be secured in such manner and upon such terms and borrowed
conditions in all respects as the Board may think fit, and in particular
by mortgage, charter, lien or any other security upon all or any of the
assets or property (both present and future) or the undertaking of the
519Sr. No Particulars
Company including its uncalled capital for the time being, or by a
guarantee by any Director, Government or third party, and the bonds,
debentures and debenture stocks and other securities may be made
assignable, free from equities between the Company and the person to
whom the same may be issued and also by a similar mortgage, charge
or lien to secure and guarantee, the performance by the Company or
any other person or company of any obligation undertaken by the
Company or any person or Company as the case may be.
108. Any bonds, debentures, debenture-stock or their securities issued or to Bonds, Debentures etc. to
be issued by the Company shall be under the control of the Board who be under the control of the
may issue them upon such terms and conditions, and in such manner Directors
and for such consideration as they shall consider to be for the benefit
of the Company.
109. If any uncalled capital of the Company is included in or charged by Mortgage of uncalled
any mortgage or other security the Directors shall subject to the Capital
provisions of the Act and these Articles, make calls on the members in
respect of such uncalled capital in trust for the person in whose favour
such mortgage or security is executed.
110. Subject to the provisions of the Act and these Articles if the Directors Indemnity may be given
or any of them or any other person shall incur or be about to incur any
liability whether as principal or surely for the payment of any sum
primarily due from the Company, the Directors may execute or cause
to be executed any mortgage, charge or security over or affecting the
whole or any part of the assets of the Company by way of indemnity
to secure the Directors or person so becoming liable as aforesaid from
any loss in respect of such liability.
MEETINGS OF MEMBERS
111. All the General Meetings of the Company other than Annual General Distinction between AGM
Meetings shall be called Extra-ordinary General Meetings. & EGM
112. No business shall be transacted at any general meeting unless a quorum Presence of Quorum
of members is present at the time when the meeting proceeds to
business and the quorum for the general meetings shall be as provided
in section 103
113. The Directors may, whenever they think fit, convene an Extra- Extra-Ordinary General
Ordinary General Meeting and they shall on requisition of Members Meeting by Board and by
made in compliance with Section 100 of the Act, forthwith proceed to requisition
convene Extra-Ordinary General Meeting of the members.
If at any time there are not within India sufficient Directors capable of When a Director or any
acting to form a quorum, or if the number of Directors be reduced in two Members may call an
number to less than the minimum number of Directors prescribed by Extra Ordinary General
these Articles and the continuing Directors fail or neglect to increase Meeting
the number of Directors to that number or to convene a General
Meeting, any Director or any two or more Members of the Company
holding not less than one-tenth of the total paid up share capital of the
Company may call for an Extra-Ordinary General Meeting in the same
manner as nearly as possible as that in which meeting may be called
by the Directors.
114. No General Meeting, Annual or Extraordinary shall be competent to Meeting not to transact
enter upon, discuss or transfer any business which has not been business not mentioned in
mentioned in the notice or notices upon which it was convened. notice
115. The Chairman (if any) of the Board of Directors shall be entitled to Chairman of General
take the chair at every General Meeting, whether Annual or Meeting
Extraordinary. If there is no such Chairman of the Board of Directors,
or if at any meeting he is not present within fifteen minutes of the time
520Sr. No Particulars
appointed for holding such meeting or if he is unable or unwilling to
take the chair, then the Members present shall elect another Director
as Chairman, and if no Director be present or if all the Directors present
decline to take the chair then the Members present shall elect one of
the members to be the Chairman of the meeting.
116. No business, except the election of a Chairman, shall be discussed at Business confined to
any General Meeting whilst the Chair is vacant. election of Chairman
whilst chair is vacant
117. a) The Chairperson may, with the consent of any meeting at which a Chairman with consent
quorum is present, and shall, if so directed by the meeting, adjourn the may adjourn meeting
meeting from time to time and from place to place.
b) No business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the adjournment
took place.
c) When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original meeting.
d) Save as aforesaid, and as provided in section 103 of the Act, it shall
not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.
118. In the case of an equality of votes the Chairman shall both on a show Chairman’s casting vote
of hands, on a poll (if any) and e-voting, have casting vote in addition
to the vote or votes to which he may be entitled as a Member.
119. Any poll duly demanded on the election of Chairman of the meeting In what case poll taken
or any question of adjournment shall be taken at the meeting forthwith. without adjournment
120. The demand for a poll except on the question of the election of the Demand for poll not to
Chairman and of an adjournment shall not prevent the continuance of prevent transaction of
a meeting for the transaction of any business other than the question other business
on which the poll has been demanded.
VOTES OF MEMBERS
121. No Member shall be entitled to vote either personally or by proxy at Members in arrears not to
any General Meeting or Meeting of a class of shareholders either upon vote
a show of hands, upon a poll or electronically, or be reckoned in a
quorum in respect of any shares registered in his name on which any
calls or other sums presently payable by him have not been paid or in
regard to which the Company has exercised, any right or lien.
122. Subject to the provision of these Articles and without prejudice to any Number of votes each
special privileges, or restrictions as to voting for the time being member entitled
attached to any class of shares for the time being forming part of the
capital of the company, every Member, not disqualified by the last
preceding Article shall be entitled to be present, and to speak and to
vote at such meeting, and on a show of hands every member present in
person shall have one vote and upon a poll the voting right of every
Member present in person or by proxy shall be in proportion to his
share of the paid-up equity share capital of the Company, Provided,
however, if any preference shareholder is present at any meeting of the
Company, save as provided in sub-section (2) of Section 47 of the Act,
he shall have a right to vote only on resolution placed before the
meeting which directly affect the rights attached to his preference
shares.
123. On a poll taken at a meeting of the Company a member entitled to more Casting of votes by a
than one vote or his proxy or other person entitled to vote for him, as member entitled to more
the case may be, need not, if he votes, use all his votes or cast in the than one vote
same way all the votes he uses.
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124. A member of unsound mind, or in respect of whom an order has been Vote of member of
made by any court having jurisdiction in lunacy, or a minor may vote, unsound mind and of
whether on a show of hands or on a poll, by his committee or other minor
legal guardian, and any such committee or guardian may, on a poll,
vote by proxy.
125. Notwithstanding anything contained in the provisions of the Postal Ballot
Companies Act, 2013, and the Rules made there under, the Company
may, and in the case of resolutions relating to such business as may be
prescribed by such authorities from time to time, declare to be
conducted only by postal ballot, shall, get any such business/
resolutions passed by means of postal ballot, instead of transacting the
business in the General Meeting of the Company.
126. A member may exercise his vote at a meeting by electronic means in E-Voting
accordance with section 108 and shall vote only once.
127. In the case of joint holders, the vote of the senior who tenders a vote, Votes of joint members
whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders. If more than one of the said persons
remain present than the senior shall alone be entitled to speak and to
vote in respect of such shares, but the other or others of the joint
holders shall be entitled to be present at the meeting. Several executors
or administrators of a deceased Member in whose name share stands
shall for the purpose of these Articles be deemed joints holders thereof.
For this purpose, seniority shall be determined by the order in which
the names stand in the register of members.
128. Votes may be given either personally or by attorney or by proxy or in Votes may be given by
case of a company, by a representative duly Authorised as mentioned proxy or by representative
in Articles
129. A body corporate (whether a company within the meaning of the Act Representation of a body
or not) may, if it is member or creditor of the Company (including corporate
being a holder of debentures) authorise such person by resolution of
its Board of Directors, as it thinks fit, in accordance with the provisions
of Section 113 of the Act to act as its representative at any Meeting of
the members or creditors of the Company or debentures holders of the
Company. A person authorised by resolution as aforesaid shall be
entitled to exercise the same rights and powers (including the right to
vote by proxy) on behalf of the body corporate as if it were an
individual member, creditor or holder of debentures of the Company.
130. A member paying the whole or a part of the amount remaining unpaid Members paying money
on any share held by him although no part of that amount has been in advance
called up, shall not be entitled to any voting rights in respect of the
moneys paid until the same would, but for this payment, become
presently payable.
131. A member is not prohibited from exercising his voting rights on the Members not prohibited if
ground that he has not held his shares or interest in the Company for share not held for any
any specified period preceding the date on which the vote was taken. specified period
132. Any person entitled under Article 78 (transmission clause) to transfer Votes in respect of shares
any share may vote at any General Meeting in respect thereof in the of deceased or insolvent
same manner as if he were the registered holder of such shares, members
provided that at least forty-eight hours before the time of holding the
meeting or adjourned meeting, as the case may be at which he proposes
to vote he shall satisfy the Directors of his right to transfer such shares
and give such indemnify (if any) as the Directors may require or the
directors shall have previously admitted his right to vote at such
meeting in respect thereof.
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133. No Member shall be entitled to vote on a show of hands unless such No votes by proxy on show
member is present personally or by attorney or is a body Corporate of hands
present by a representative duly Authorised under the provisions of the
Act in which case such members, attorney or representative may vote
on a show of hands as if he were a Member of the Company. In the
case of a Body Corporate the production at the meeting of a copy of
such resolution duly signed by a Director or Secretary of such Body
Corporate and certified by him as being a true copy of the resolution
shall be accepted by the Company as sufficient evidence of the
authority of the appointment.
134. The instrument appointing a proxy and the power-of-attorney or other Appointment of a Proxy
authority, if any, under which it is signed or a notarised copy of that
power or authority, shall be deposited at the registered office of the
company not less than 48 hours before the time for holding the meeting
or adjourned meeting at which the person named in the instrument
proposes to vote, or, in the case of a poll, not less than 24 hours before
the time appointed for the taking of the poll; and in default the
instrument of proxy shall not be treated as valid.
135. An instrument appointing a proxy shall be in the form as prescribed in Form of proxy
the rules made under section 105.
136. A vote given in accordance with the terms of an instrument of proxy Validity of votes given by
shall be valid notwithstanding the previous death or insanity of the proxy notwithstanding
Member, or revocation of the proxy or of any power of attorney which death of a member
such proxy signed, or the transfer of the share in respect of which the
vote is given, provided that no intimation in writing of the death or
insanity, revocation or transfer shall have been received at the office
before the meeting or adjourned meeting at which the proxy is used.
137. No objection shall be raised to the qualification of any voter except at Time for objections to
the meeting or adjourned meeting at which the vote objected to is given votes
or tendered, and every vote not disallowed at such meeting shall be
valid for all purposes.
138. Any such objection raised to the qualification of any voter in due time Chairperson of the
shall be referred to the Chairperson of the meeting, whose decision Meeting to be the judge of
shall be final and conclusive. validity of any vote
139. Where a poll is to be taken, the Chairperson of the meeting shall Scrutinizers at poll
appoint such numbers of persons, as he deems necessary to scrutinise
the poll process and votes given on the poll and to report thereon.
The Chairperson shall have power, at any time before the result of the
poll is declared to remove a scrutiniser from office and to fill vacancies
in the office of scrutiniser arising from such removal or from any other
cause.
DIRECTORS
140. Until otherwise determined by a General Meeting of the Company and Number of Directors
subject to the provisions of Section 149 of the Act, the number of
Directors (including Debenture and Alternate Directors) shall not be
less than three and not more than fifteen. Provided that a company may
appoint more than fifteen directors after passing a special resolution
141. (a)The Following shall be the First Directors of the Company: First Directors
1) Mr. Hasmukhbhai Meghjibhai Viradiya
2) Mr. Vallabhbhai Meghjibhai Viradiya
3) Mrs. Manishaben Hasmukhbhai Viradiya
4) Mr. Vaibhavbhai Vallabhbhai Viradiya
(b) The Company in General Meeting may from time to time increase
or reduce the number of Directors within the limit fixed as above.
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142. A Director of the Company shall not be bound to hold any Qualification shares
Qualification Shares in the Company.
143. Subject to the provisions of the Companies Act, 2013and Nominee Directors
notwithstanding anything to the contrary contained in these Articles,
the Board may appoint any person as a director nominated by any
institution in pursuance of the provisions of any law for the time being
in force or of any agreement
The Nominee Director/s so appointed shall not be required to hold any
qualification shares in the Company nor shall be liable to retire by
rotation. The Board of Directors of the Company shall have no power
to remove from office the Nominee Director/s so appointed. The said
Nominee Director/s shall be entitled to the same rights and privileges
including receiving of notices, copies of the minutes, sitting fees, etc.
as any other Director of the Company is entitled.
If the Nominee Director/s is an officer of any of the financial institution
the sitting fees in relation to such nominee Directors shall accrue to
such financial institution and the same accordingly be paid by the
Company to them. The Financial Institution shall be entitled to depute
observer to attend the meetings of the Board or any other Committee
constituted by the Board.
The Nominee Director/s shall, notwithstanding anything to the
Contrary contained in these Articles, be at liberty to disclose any
information obtained by him/them to the Financial Institution
appointing him/them as such Director/s.
144. The Board may appoint an Alternate Director to act for a Director Appointment of alternate
(hereinafter called “The Original Director”) during his absence for a Director
period of not less than three months from India. An Alternate Director
appointed under this Article shall not hold office for period longer than
that permissible to the Original Director in whose place he has been
appointed and shall vacate office if and when the Original Director
returns to India. If the term of Office of the Original Director is
determined before he so returns to India, any provision in the Act or in
these Articles for the automatic re-appointment of retiring Director in
default of another appointment shall apply to the Original Director and
not to the Alternate Director.
145. Subject to the provisions of the Act, the Board shall have power at any Additional Director
time and from time to time to appoint any other person to be an
Additional Director. Any such Additional Director shall hold office
only up to the date of the next Annual General Meeting.
146. The Company shall have such number of Independent Directors Appointment of
on the Board of the Company, as may be required in terms of Independent Director
the provisions of Section 149 of the Act and the Companies
(Appointment and Qualification of Directors) Rules, 2014 or any other
Law, as may be applicable. Further, the appointment of such
Independent Directors shall be in terms of the aforesaid provisions of
Law and subject to the requirements prescribed under the SEBI
Listing Regulations
147. Subject to the provisions of the Act, the Board shall have power at any Director’s power to fill
time and from time to time to appoint a Director, if the office of any casual vacancies
director appointed by the company in general meeting is vacated
before his term of office expires in the normal course, who shall hold
office only up to the date up to which the Director in whose place he
is appointed would have held office if it had not been vacated by him.
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148. The Company may, subject to the provisions of the Section 169 and Removal of Director
other applicable provisions of the Act and these Articles remove any
Director before the expiry of his period of office.
149. The remuneration of the Directors shall, in so far as it consists of a Remuneration of
monthly payment, be deemed to accrue from day-to-day. directors
The remuneration, including commission on profits, payable to the
Directors, including any Managing or Whole-time Director or
Manager, if any, shall be determined in accordance with and subject to
the provisions of the Act and Rules made thereunder.
150. Until otherwise determined by the Company in General Meeting, each Sitting Fees
Director other than the Managing/Whole-time Director (unless
otherwise specifically provided for) shall be entitled to sitting fees not
exceeding a sum prescribed in the Act (as may be amended from time
to time) for attending meetings of the Board or Committees thereof.
151. The Board of Directors may subject to the limitations provided in the Travelling expenses
Act allow and pay to any Director who attends a meeting at a place Incurred by Director on
other than his usual place of residence for the purpose of attending a Company's business
meeting, such sum as the Board may consider fair, compensation for
travelling, hotel and other incidental expenses properly incurred by
him, in addition to his fee for attending such meeting as above
specified.
152. Not less than two-thirds of the total number of Directors shall be Director liable to retire by
persons whose period of office is liable to determination by retirement rotation
of Directors by rotation.
At each Annual General Meeting of the Company one-third of such of
the Directors for the time being as are liable to retire by rotation or if
their number is neither three nor a multiple of three, then, the number
nearest to one-third, shall retire from office.
The Directors to retire by rotation at every Annual General Meeting
shall be those who have been longest in office since their last
appointment but, as between persons who became Directors on the
same day those to retire in default of and subject to any agreement
among themselves, be determined by lot.
PROCEEDING OF THE BOARD OF DIRECTORS
153. (a) The Board of Directors may meet for the conduct of business, Meetings of Directors
adjourn and otherwise regulate its meetings as it thinks fit.
(b) A director may, and the manager or secretary on the requisition of
a director shall, at any time, summon a meeting of the Board.
154. Notice of every meeting of the Board of the Company shall be given Notice of the Meeting
in writing to every Director at his postal address or email address as
registered with the Company.
155. The participation of directors in a meeting of the Board may be either Participation at the Board
in person or through video conferencing or audio visual means or Meeting
teleconferencing, as may be prescribed by the Rules or permitted under
law.
156. Save as otherwise expressly provided in the Act, a resolution in Passing of resolution by
writing, signed, whether manually or by secure electronic mode, by a circulation
majority of the members of the Board or of a Committee thereof, for
the time being entitled to receive notice of a meeting of the Board or
Committee, shall be valid and effective as if it had been passed at a
meeting of the Board or Committee, duly convened and held
157. The Directors may from time to time elect from among their members Chairperson
a Chairperson of the Board and determine the period for which he is to
hold office. If at any meeting of the Board, the Chairman is not present
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within five minutes after the time appointed for holding the same, the
Directors present may choose one of the Directors then present to
preside at the meeting.
Subject to Section 203 of the Act and rules made there under, one
person can act as the Chairman as well as the Managing Director or
Chief Executive Officer at the same time.
158. Questions arising at any meeting of the Board of Directors shall be Questions at Board
decided by a majority of votes and in the case of an equality of votes, meeting how decided
the Chairman will have a second or casting vote.
159. The continuing directors may act notwithstanding any vacancy in the Continuing directors may
Board; but, if and so long as their number is reduced below the quorum act notwithstanding any
fixed by the Act for a meeting of the Board, the continuing directors or vacancy in the Board
director may act for the purpose of increasing the number of directors
to that fixed for the quorum, or of summoning a general meeting of the
company, but for no other purpose.
160. Subject to the provisions of the Act, the Board may delegate any of Directors may appoint
their powers to a Committee consisting of such member or members committee
of its body as it thinks fit, and it may from time to time revoke and
discharge any such committee either wholly or in part and either as to
person, or purposes, but every Committee so formed shall in the
exercise of the powers so delegated conform to any regulations that
may from time to time be imposed on it by the Board. All acts done by
any such Committee in conformity with such regulations and in
fulfilment of the purposes of their appointment but not otherwise, shall
have the like force and effect as if done by the Board.
161. The Meetings and proceedings of any such Committee of the Board Committee Meetings how
consisting of two or more members shall be governed by the provisions to be governed
herein contained for regulating the meetings and proceedings of the
Directors so far as the same are applicable thereto and are not
superseded by any regulations made by the Directors under the last
preceding Article.
162. A committee may elect a Chairperson of its meetings. Chairperson of
If no such Chairperson is elected, or if at any meeting the Chairperson Committee Meetings
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 Chairperson of the meeting.
163. A committee may meet and adjourn as it thinks fit. Meetings of the
Questions arising at any meeting of a committee shall be determined Committee
by a majority of votes of the members present, and in case of an
equality of votes, the Chairperson shall have a second or casting vote.
164. Subject to the provisions of the Act, all acts done by any meeting of Acts of Board or
the Board or by a Committee of the Board, or by any person acting as Committee shall be valid
a Director shall notwithstanding that it shall afterwards be discovered notwithstanding defect in
that there was some defect in the appointment of such Director or appointment
persons acting as aforesaid, or that they or any of them were
disqualified or had vacated office or that the appointment of any of
them had been terminated by virtue of any provisions contained in the
Act or in these Articles, be as valid as if every such person had been
duly appointed, and was qualified to be a Director.
165. The Company shall cause minutes of the meeting of the Board of Minutes of proceedings of
Directors and of Committees of the Board to be duly entered in a book Board of Directors and
or books provided for the purpose in accordance with the provisions of Committees to
the Act and Rules made thereunder. The minutes shall contain a fair be kept.
526Sr. No Particulars
and correct summary of the proceedings at the meeting including the
following:
i) the names of the Directors present at the meeting of the Board of
Directors or of any Committee of the Board;
ii) all resolutions and proceedings of meetings of the Board of
Directors and Committee of the Board;
iii) in the case of each resolution passed at a meeting of the Board of
Directors or Committees of the Board, the names of the Directors, if
any, dissenting from or not concurring in the resolution.
166. Minutes of any meeting of the Board of Directors or of any Board Minutes to be
Committees of the Board if purporting to be signed by the Chairman evidence
of such meeting or by the Chairman of the next succeeding meeting
shall be for all purposes whatsoever prima facie evidence of the actual
passing of the resolution recorded and the actual and regular
transaction or occurrence of the proceedings so recorded and the
regularity of the meeting at which the same shall appear to have taken
place.
RETIREMENT AND ROTATION OF DIRECTORS
167. Subject to the provisions of Section 161 of the Act, if the office of any Power to fill casual
Director appointed by the Company in General Meeting vacated before vacancy
his term of office will expire in the normal course, the resulting casual
vacancy may in default of and subject to any regulation in the Articles
of the Company be filled by the Board of Directors at the meeting of
the Board and the Director so appointed shall hold office only up to
the date up to which the Director in whose place he is appointed would
have held office if had not been vacated as aforesaid.
POWERS OF THE BOARD
168. The business of the Company shall be managed by the Board who may Powers of the Board
exercise all such powers of the Company and do all such acts and
things as may be necessary, unless otherwise restricted by the Act, or
by any other law or by the Memorandum or by the Articles required to
be exercised by the Company in General Meeting. However, no
regulation made by the Company in General Meeting shall invalidate
any prior act of the Board which would have been valid if that
regulation had not been made.
169. Without prejudice to the general powers conferred by the Articles and Certain powers of the
so as not in any way to limit or restrict these powers, and without Board
prejudice to the other powers conferred by these Articles, but subject
to the restrictions contained in the Articles, it is hereby, declared that
the Directors shall have the following powers, that is to say
(1) Subject to the provisions of the Act, to purchase or otherwise
acquire any lands, buildings, machinery, premises, property, effects,
assets, rights, creditors, royalties, business and goodwill of any person
firm or company carrying on the business which this Company is
authorised to carry on, in any part of India.
(2) Subject to the provisions of the Act to purchase, take on lease for
any term or terms of years, or otherwise acquire any land or lands, with
or without buildings and out-houses thereon, situate in any part of
India, at such conditions as the Directors may think fit, and in any such
purchase, lease or acquisition to accept such title as the Directors may
believe, or may be advised to be reasonably satisfy.
(3) To erect and construct, on the said land or lands, buildings, houses,
warehouses and sheds and to alter, extend and improve the same, to let
or lease the property of the company, in part or in whole for such rent
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and subject to such conditions, as may be thought advisable; to sell
such portions of the land or buildings of the Company as may not be
required for the company; to mortgage the whole or any portion of the
property of the company for the purposes of the Company; to sell all
or any portion of the machinery or stores belonging to the Company.
(4) At their discretion and subject to the provisions of the Act, the
Directors may pay property rights or privileges acquired by, or services
rendered to the Company, either wholly or partially in cash or in shares,
bonds, debentures or other securities of the Company, and any such
share may be issued either as fully paid up or with such amount
credited as paid up thereon as may be agreed upon; and any such
bonds, debentures or other securities may be either specifically
charged upon all or any part of the property of the Company and its
uncalled capital or not so charged.
(5) To insure and keep insured against loss or damage by fire or
otherwise for such period and to such extent as they may think proper
all or any part of the buildings, machinery, goods, stores, produce and
other moveable property of the Company either separately or co-
jointly; also to insure all or any portion of the goods, produce,
machinery and other articles imported or exported by the Company
and to sell, assign, surrender or discontinue any policies of assurance
effected in pursuance of this power.
(6) To open accounts with any Bank or Bankers and to pay money into
and draw money from any such account from time to time as the
Directors may think fit.
(7) To secure the fulfilment of any contracts or engagement entered
into by the Company by mortgage or charge on all or any of the
property of the Company including its whole or part of its undertaking
as a going concern and its uncalled capital for the time being or in such
manner as they think fit.
(8) To accept from any member, so far as may be permissible by law,
a surrender of the shares or any part thereof, on such terms and
conditions as shall be agreed upon.
(9) To appoint any person to accept and hold in trust, for the Company
property belonging to the Company, or in which it is interested or for
any other purposes and to execute and to do all such deeds and things
as may be required in relation to any such trust, and to provide for the
remuneration of such trustee or trustees.
(10) To institute, conduct, defend, compound or abandon any legal
proceeding by or against the Company or its Officer, or otherwise
concerning the affairs and also to compound and allow time for
payment or satisfaction of any debts, due, and of any claims or
demands by or against the Company and to refer any difference to
arbitration, either according to Indian or Foreign law and either in India
or abroad and observe and perform or challenge any award thereon.
(11) To act on behalf of the Company in all matters relating to
bankruptcy insolvency.
(12) To make and give receipts, release and give discharge for moneys
payable to the Company and for the claims and demands of the
Company.
(13) Subject to the provisions of the Act, and these Articles to invest
and deal with any moneys of the Company not immediately required
for the purpose thereof, upon such authority (not being the shares of
this Company) or without security and in such manner as they may
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think fit and from time to time to vary or realise such investments. Save
as provided in Section 187 of the Act, all investments shall be made
and held in the Company’s own name.
(14) To execute in the name and on behalf of the Company in favor of
any Director or other person who may incur or be about to incur any
personal liability whether as principal or as surety, for the benefit of
the Company, such mortgage of the Company’s property (present or
future) as they think fit, and any such mortgage may contain a power
of sale and other powers, provisions, covenants and agreements as
shall be agreed upon.
(15) To determine from time to time persons who shall be entitled to
sign on Company’s behalf, bills, notes, receipts, acceptances,
endorsements, cheques, dividend warrants, releases, contracts and
documents and to give the necessary authority for such purpose,
whether by way of a resolution of the Board or by way of a power of
attorney or otherwise.
(16) To give to any Director, Officer, or other persons employed by
the Company, a commission on the profits of any particular business
or transaction, or a share in the general profits of the company; and
such commission or share of profits shall be treated as part of the
working expenses of the Company.
(17) To give, award or allow any bonus, pension, gratuity or
compensation to any employee of the Company, or his widow,
children, dependents, that may appear just or proper, whether such
employee, his widow, children or dependents have or have not a legal
claim on the Company.
(18) To set aside out of the profits of the Company such sums as they
may think proper for depreciation or the depreciation funds or to
insurance fund or to an export fund, or to a Reserve Fund, or Sinking
Fund or any special fund to meet contingencies or repay debentures or
debenture-stock or for equalizing dividends or for repairing,
improving, extending and maintaining any of the properties of the
Company and for such other purposes (including the purpose referred
to in the preceding clause) as the Board may, in the absolute discretion
think conducive to the interests of the Company, and subject to Section
179 of the Act, to invest the several sums so set aside or so much
thereof as may be required to be invested, upon such investments
(other than shares of this Company) as they may think fit and from
time to time deal with and vary such investments and dispose of and
apply and extend all or any part thereof for the benefit of the Company
notwithstanding the matters to which the Board apply or upon which
the capital moneys of the Company might rightly be applied or
expended and divide the reserve fund into such special funds as the
Board may think fit; with full powers to transfer the whole or any
portion of a reserve fund or division of a reserve fund to another fund
and with the full power to employ the assets constituting all or any of
the above funds, including the depredation fund, in the business of the
company or in the purchase or repayment of debentures or debenture-
stocks and without being bound to keep the same separate from the
other assets and without being bound to pay interest on the same with
the power to the Board at their discretion to pay or allow to the credit
of such funds, interest at such rate as the Board may think proper.
(19) To appoint, and at their discretion remove or suspend such general
manager, managers, secretaries, assistants, supervisors, scientists,
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technicians, engineers, consultants, legal, medical or economic
advisers, research workers, labourers, clerks, agents and servants, for
permanent, temporary or special services as they may from time to
time think fit, and to determine their powers and duties and to fix their
salaries or emoluments or remuneration and to require security in such
instances and for such amounts they may think fit and also from time
to time to provide for the management and transaction of the affairs of
the Company in any specified locality in India or elsewhere in such
manner as they think fit and the provisions contained in the next
following clauses shall be without prejudice to the general powers
conferred by this clause.
(20) At any time and from time to time by power of attorney, to appoint
any person or persons to be the Attorney or attorneys of the Company,
for such purposes and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the Board under these
presents and excluding the power to make calls and excluding also
except in their limits authorised by the Board the power to make loans
and borrow moneys) and for such period and subject to such conditions
as the Board may from time to time think fit, and such appointments
may (if the Board think fit) be made in favour of the members or any
of the members of any local Board established as aforesaid or in favour
of any Company, or the shareholders, directors, nominees or manager
of any Company or firm or otherwise in favour of any fluctuating body
of persons whether nominated directly or indirectly by the Board and
any such powers of attorney may contain such powers for the
protection or convenience for dealing with such Attorneys as the Board
may think fit, and may contain powers enabling any such delegated
Attorneys as aforesaid to sub-delegate all or any of the powers,
authorities and discretion for the time being vested in them.
(21) Subject to Sections 188 of the Act, for or in relation to any of the
matters aforesaid or otherwise for the purpose of the Company to enter
into all such negotiations and contracts and rescind and vary all such
contracts, and execute and do all such acts, deeds and things in the
name and on behalf of the Company as they may consider expedient.
(22) From time to time to make, vary and repeal rules for the
regulations of the business of the Company its Officers and employees.
(23) To effect, make and enter into on behalf of the Company all
transactions, agreements and other contracts within the scope of the
business of the Company.
(24) To apply for, promote and obtain any act, charter, privilege,
concession, license, authorization, if any, Government, State or
municipality, provisional order or license of any authority for enabling
the Company to carry any of this objects into effect, or for extending
and any of the powers of the Company or for effecting any
modification of the Company’s constitution, or for any other purpose,
which may seem expedient and to oppose any proceedings or
applications which may seem calculated, directly or indirectly to
prejudice the Company’s interests.
(25) To pay and charge to the capital account of the Company any
commission or interest lawfully payable there out under the provisions
of Sections 40 of the Act and of the provisions contained in these
presents.
(26) To redeem preference shares.
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(27) To subscribe, incur expenditure or otherwise to assist or to
guarantee money to charitable, benevolent, religious, scientific,
national or any other institutions or subjects which shall have any
moral or other claim to support or aid by the Company, either by reason
of locality or operation or of public and general utility or otherwise.
(28) To pay the cost, charges and expenses preliminary and incidental
to the promotion, formation, establishment and registration of the
Company.
(29) To pay and charge to the capital account of the Company any
commission or interest lawfully payable thereon under the provisions
of Section 40 of the Act.
(30) To provide for the welfare of Directors or ex-Directors or
employees or ex-employees of the Company and their wives, widows
and families or the dependents or connections of such persons, by
building or contributing to the building of houses, dwelling or chawls,
or by grants of moneys, pension, gratuities, allowances, bonus or other
payments, or by creating and from time to time subscribing or
contributing, to provide other associations, institutions, funds or trusts
and by providing or subscribing or contributing towards place of
instruction and recreation, hospitals and dispensaries, medical and
other attendance and other assistance as the Board shall think fit and
subject to the provision of Section 181 of the Act, to subscribe or
contribute or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national or other institutions or object
which shall have any moral or other claim to support or aid by the
Company, either by reason of locality of operation, or of the public and
general utility or otherwise.
(31) To purchase or otherwise acquire or obtain license for the use of
and to sell, exchange or grant license for the use of any trade mark,
patent, invention or technical know-how.
(32) To sell from time to time any Articles, materials, machinery,
plants, stores and other Articles and thing belonging to the Company
as the Board may think proper and to manufacture, prepare and sell
waste and by-products.
(33) From time to time to extend the business and undertaking of the
Company by adding, altering or enlarging all or any of the buildings,
factories, workshops, premises, plant and machinery, for the time
being the property of or in the possession of the Company, or by
erecting new or additional buildings, and to expend such sum of money
for the purpose aforesaid or any of them as they be thought necessary
or expedient.
(34) To undertake on behalf of the Company any payment of rents and
the performance of the covenants, conditions and agreements
contained in or reserved by any lease that may be granted or assigned
to or otherwise acquired by the Company and to purchase the reversion
or reversions, and otherwise to acquire on free hold sample of all or
any of the lands of the Company for the time being held under lease or
for an estate less than freehold estate.
(35) To improve, manage, develop, exchange, lease, sell, resell and re-
purchase, dispose of, deal or otherwise turn to account, any property
(movable or immovable) or any rights or privileges belonging to or at
the disposal of the Company or in which the Company is interested.
(36) To let, sell or otherwise dispose of subject to the provisions of
Section 180 of the Act and of the other Articles any property of the
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Company, either absolutely or conditionally and in such manner and
upon such terms and conditions in all respects as it thinks fit and to
accept payment in satisfaction for the same in cash or otherwise as it
thinks fit.
(37) Generally subject to the provisions of the Act and these Articles,
to delegate the powers/authorities and discretions vested in the
Directors to any person(s), firm, company or fluctuating body of
persons as aforesaid.
(38) To comply with the requirements of any local law which in their
opinion it shall in the interest of the Company be necessary or
expedient to comply with.
MANAGING AND WHOLE-TIME DIRECTORS
170. Subject to the provisions of the Act and of these Articles, the Directors Powers to appoint
may from time to time in Board Meetings appoint one or more of their Managing/ Whole-time
body to be a Managing Director or Managing Directors or whole-time Directors
Director or whole-time Directors of the Company for such term not
exceeding five years at a time as they may think fit to manage the
affairs and business of the Company, and may from time to time
(subject to the provisions of any contract between him or them and the
Company) remove or dismiss him or them from office and appoint
another or others in his or their place or places.
Subject to the approval of shareholders in their meeting, the Managing
Director or Whole Time Director of the Company may be appointed
and continue to hold the office of the Chairman and Managing Director
or Chairman and Whole-Time Director or Chief Executive officer of
the Company at the same time.
The Managing Director or Managing Directors or Whole-Time
Director or Whole-Time Directors so appointed shall be liable to retire
by rotation. A Managing Director or Whole-time Director who is
appointed as Director immediately on the retirement by rotation shall
continue to hold his office as Managing Director or Whole-time
Director and such re-appointment as such Director shall not be deemed
to constitute a break in his appointment as Managing Director or
Whole-time Director.
171. The remuneration of a Managing Director or a Whole-time Director Remuneration of
(subject to the provisions of the Act and of these Articles and of any Managing or Whole Time
contract between him and the Company) shall from time to time be Director
fixed by the Directors, and may be, by way of fixed salary, or
commission on profits of the Company, or by participation in any such
profits, or by any, or all of these modes.
172. (1) Subject to control, direction and supervision of the Board of Powers and duties of
Directors, the day-today management of the company will be in the Managing Director or
hands of the Managing Director or Whole-time Director appointed in Whole-time Director
accordance with regulations of these Articles of Association with
powers to the Directors to distribute such day-to-day management
functions among such Directors and in any manner as may be directed
by the Board.
(2) The Directors may from time to time entrust to and confer
upon the Managing Director or Whole-time Director for the time being
save as prohibited in the Act, such of the powers exercisable under
these presents by the Directors as they may think fit, and may confer
such objects and purposes, and upon such terms and conditions, and
with such restrictions as they think expedient; and they may subject to
the provisions of the Act and these Articles confer such powers, either
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collaterally with or to the exclusion of, and in substitution for, all or
any of the powers of the Directors in that behalf, and may from time
to time revoke, withdraw, alter or vary all or any such powers.
(3) The Company’s General Meeting may also from time to time
appoint any Managing Director or Managing Directors or Whole Time
Director or Whole Time Directors of the Company and may exercise
all the powers referred to in these Articles.
(4) The Managing Director shall be entitled to sub-delegate (with
the sanction of the Directors where necessary) all or any of the powers,
authorities and discretions for the time being vested in him in particular
from time to time by the appointment of any attorney or attorneys for
the management and transaction of the affairs of the Company in any
specified locality in such manner as they may think fit.
(5) Notwithstanding anything contained in these Articles, the
Managing Director is expressly allowed generally to work for and
contract with the Company and specially to do the work of Managing
Director and also to do any work for the Company upon such terms
and conditions and for such remuneration (subject to the provisions of
the Act) as may from time to time be agreed between him and the
Directors of the Company.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY
SECRETARY OR CHIEF FINANCIAL OFFICER
173. Subject to the provisions of the Act, — Board to appoint Chief
A chief executive officer, manager, company secretary or chief Executive Officer/
financial officer may be appointed by the Board for such term, at such Manager/ Company
remuneration and upon such conditions as it may think fit; and any Secretary/ Chief Financial
chief executive officer, manager, company secretary or chief financial Officer
officer so appointed may be removed by means of a resolution of the
Board;
A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer.
A provision of the Act or these regulations requiring or authorising a
thing to be done by or to a director and chief executive officer,
manager, company secretary or chief financial officer shall not be
satisfied by its being done by or to the same person acting both as
director and as, or in place of, chief executive officer, manager,
company secretary or chief financial officer.
DIVIDEND AND RESERVES
174. (1) Subject to the rights of persons, if any, entitled to shares with Division of profits
special rights as to dividends, all dividends shall be declared and paid
according to the amounts paid or credited as paid on the shares in
respect whereof the dividend is paid, but if and so long as nothing is
paid upon any of the shares in the Company, dividends may be
declared and paid according to the amounts of the shares.
(2) No amount paid or credited as paid on a share in advance of
calls shall be treated for the purposes of this regulation as paid on the
share.
(3) All dividends shall be apportioned and paid proportionately
to the amounts paid or credited as paid on the shares during any portion
or portions of the period in respect of which the dividend is paid; but
if any share is issued on terms providing that it shall rank for dividend
as from a particular date such share shall rank for dividend accordingly.
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175. The Company in General Meeting may declare dividends, to be paid The company in General
to members according to their respective rights and interests in the Meeting may declare
profits and may fix the time for payment and the Company shall Dividends
comply with the provisions of Section 127 of the Act, but no dividends
shall exceed the amount recommended by the Board of Directors, but
the Company may declare a smaller dividend in general meeting.
176. The Board may, before recommending any dividend, set aside out of Transfer to reserves
the profits of the company such sums as it thinks fit as a reserve or
reserves which shall, at the discretion of the Board, be applicable for
any purpose to which the profits of the company may be properly
applied, including provision for meeting contingencies or for
equalizing dividends; and pending such application, may, at the like
discretion, either be employed in the business of the company or be
invested in such investments (other than shares of the company) as the
Board may, from time to time, thinks fit.
The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.
177. Subject to the provisions of section 123, the Board may from time to Interim Dividend
time pay to the members such interim dividends as appear to it to be
justified by the profits of the company.
178. The Directors may retain any dividends on which the Company has a Debts may be deducted
lien and may apply the same in or towards the satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.
179. No amount paid or credited as paid on a share in advance of calls shall Capital paid up in
be treated for the purposes of this articles as paid on the share. advance not to earn
dividend
180. All dividends shall be apportioned and paid proportionately to the Dividends in proportion
amounts paid or credited as paid on the shares during any portion or to amount paid-up
portions of the period in respect of which the dividend is paid but if
any share is issued on terms providing that it shall rank for dividends
as from a particular date such share shall rank for dividend accordingly.
181. The Board of Directors may retain the dividend payable upon shares Retention of dividends
in respect of which any person under Articles has become entitled to until completion of
be a member, or any person under that Article is entitled to transfer, transfer under Articles
until such person becomes a member, in respect of such shares or shall
duly transfer the same.
182. No member shall be entitled to receive payment of any interest or No Member to receive
dividend or bonus in respect of his share or shares, whilst any money dividend whilst indebted
may be due or owing from him to the Company in respect of such share to the company and the
or shares (or otherwise however, either alone or jointly with any other Company’s right of
person or persons) and the Board of Directors may deduct from the reimbursement thereof
interest or dividend payable to any member all such sums of money so
due from him to the Company.
183. A transfer of shares does not pass the right to any dividend declared Effect of transfer of shares
thereon before the registration of the transfer.
184. Any one of several persons who are registered as joint holders of any Dividend to joint holders
share may give effectual receipts for all dividends or bonus and
payments on account of dividends in respect of such share.
185. Any dividend, interest or other monies payable in cash in respect of Dividends how remitted
shares may be paid 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.
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Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent.
186. Notice of any dividend that may have been declared shall be given to Notice of dividend
the persons entitled to share therein in the manner mentioned in the
Act.
187. No unclaimed dividend shall be forfeited before the claim becomes No interest on Dividends
barred by law and no unpaid dividend shall bear interest as against the
Company.
188. The waiver in whole or in part of any dividend on any share by any Waiver of dividends
document shall be effective only if such document is signed by the
Member (or the Person entitled to the share in consequence of the death
or bankruptcy of the holder) and delivered to the Company and if or to
the extent that the same is accepted as such or acted upon by the Board.
189. Unclaimed Dividend shall be dealt with as provided under the Act or Unclaimed Dividend
Rules made thereunder.
CAPITALIZATION
190. (1) The Company in General Meeting may, upon the Capitalization
recommendation of the Board, resolve:
(a) that it is desirable to capitalize any part of the amount for the
time being standing to the credit of any of the Company’s reserve
accounts, or to the credit of the Profit and Loss account, or otherwise
available for distribution; and
(b) that such sum be accordingly set free for distribution in the
manner specified in clause (2) amongst the members who would have
been entitled thereto, if distributed by way of dividend and in the same
proportions.
(2) The sums aforesaid shall not be paid in cash but shall be
applied subject to the provisions contained in clause (3) either in or
towards:
(i) paying up any amounts for the time being unpaid on any
shares held by such members respectively;
(ii) paying up in full, unissued shares of the Company to be
allotted and distributed, credited as fully paid up, to and amongst such
members in the proportions aforesaid; or
(iii) partly in the way specified in sub-clause (i) and partly in that
specified in sub-clause (ii).
(3) A Securities Premium Account and Capital Redemption
Reserve Account may, for the purposes of this regulation, only be
applied in the paying up of unissued shares to be issued to members of
the Company and fully paid bonus shares.
(4) The Board shall give effect to the resolution passed by the
Company in pursuance of this regulation.
191. (1) Whenever such a resolution as aforesaid shall have been Fractional Certificates
passed, the Board shall —
(a) make all appropriations and applications of the undivided
profits resolved to be capitalized thereby and all allotments and issues
of fully paid shares, if any, and
(b) Generally to do all acts and things required to give effect
thereto.
(2) The Board shall have full power -
(a) to make such provision, by the issue of fractional certificates
or by payment in cash or otherwise as it thinks fit, in case of shares
becoming distributable in fractions; and also
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(b) to authorise any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company providing for the
allotment to them respectively, credited as fully paid up, of any further
shares to which they may be entitled upon such capitalization, or (as
the case may require) for the payment by the Company on their behalf,
by the application thereto of their respective proportions, of the profits
resolved to be capitalized, of the amounts or any part of the amounts
remaining unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective
and binding on all such members.
(4) That for the purpose of giving effect to any resolution, under
the preceding paragraph of this Article, the Directors may give such
directions as may be necessary and settle any questions or difficulties
that may arise in regard to any issue including distribution of new
equity shares and fractional certificates as they think fit.
192. (1) The books containing the minutes of the proceedings of any Inspection of Minutes
General Meetings of the Company shall be open to inspection of Books of General
members without charge on such days and during such business hours Meetings
as may consistently with the provisions of Section 119 of the Act be
determined by the Company in General Meeting and the members will
also be entitled to be furnished with copies thereof on payment of
regulated charges.
(2) Any member of the Company shall be entitled to be furnished
within seven days after he has made a request in that behalf to the
Company with a copy of any minutes referred to in sub-clause (1)
hereof on payment of Rs. 10 per page or any part thereof.
193. The Board shall from time to time determine whether and to what Inspection of Accounts
extent and at what times and places and under what conditions or
regulations, the accounts and books of the company, or any of them,
shall be open to the inspection of members not being directors.
No member (not being a director) shall have any right of inspecting
any account or book or document of the company except as conferred
by law or authorised by the Board or by the company in general
meeting.
STATUTORY REGISTERS
194. The Company shall keep and maintain at its registered office all Statutory Registers
statutory registers including, register of charges, annual return, register
of loans, guarantees, security and acquisitions, register of investments
not held in its own name and register of contracts and arrangements
for such duration as the Board may, unless otherwise prescribed,
decide, and in such manner and containing such particulars as
prescribed by the Act and the Rules. The registers and copies of annual
return shall be open for inspection at all working days during business
hours, at the registered office of the Company by the persons entitled
thereto on payment, where required, of such fees as may be fixed by
the Board but not exceeding the limits prescribed by the Rules.
FOREIGN REGISTER
195. The Company may exercise the powers conferred on it by the Foreign Register
provisions of the Act with regard to the keeping of Foreign Register of
its Members or Debenture holders, and the Board may, subject to the
provisions of the Act, make and vary such regulations as it may think
fit in regard to the keeping of any such Registers.
DOCUMENTS AND SERVICE OF NOTICES
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196. Any document or notice to be served or given by the Company be Signing of documents &
signed by a Director or such person duly authorised by the Board for notices to be served or
such purpose and the signature may be written or printed or given
lithographed.
197. Save as otherwise expressly provided in the Act, a document or Authentication of
proceeding requiring authentication by the company may be signed by documents and
a Director, the Manager, or Secretary or other Authorised Officer of proceedings
the Company.
WINDING UP
198. Subject to the provisions of Chapter XX of the Act and rules made Winding up
there under—
(i) If the company shall be wound up, the liquidator may, with the
sanction of a special resolution of the company and any other sanction
required by the Act, divide amongst the members, in specie or kind,
the whole or any part of the assets of the company, whether they shall
consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he
deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the
members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any
part of such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no member shall
be compelled to accept any shares or other securities whereon there is
any liability.
INDEMNITY
199. Subject to provisions of the Act, every Director, or Officer or Servant Directors’ and others
of the Company or any person (whether an Officer of the Company or right to indemnity
not) employed by the Company as Auditor, shall be indemnified by the
Company against and it shall be the duty of the Directors to pay, out of
the funds of the Company, all costs, charges, losses and damages which
any such person may incur or become liable to, by reason of any
contract entered into or act or thing done, concurred in or omitted to
be done by him in any way in or about the execution or discharge of
his duties or supposed duties (except such if any as he shall incur or
sustain through or by his own wrongful act neglect or default)
including expenses, and in particular and so as not to limit the
generality of the foregoing provisions, against all liabilities incurred
by him as such Director, Officer or Auditor or other officer of the
Company in defending any proceedings whether civil or criminal in
which judgment is given in his favour, or in which he is acquitted or in
connection with any application under Section 463 of the Act on which
relief is granted to him by the Court.
200. Subject to the provisions of the Act, no Director, Managing Director Not responsible for acts of
or other officer of the Company shall be liable for the acts, receipts, others
neglects or defaults of any other Directors or Officer, or for joining in
any receipt or other act for conformity, or for any loss or expense
happening to the Company through insufficiency or deficiency of title
to any property acquired by order of the Directors for or on behalf of
the Company or for the insufficiency or deficiency of any security in
or upon which any of the moneys of the Company shall be invested, or
for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation, with whom any
moneys, securities or effects shall be entrusted or deposited, or for any
537Sr. No Particulars
loss occasioned by any error of judgment or oversight on his part, or
for any other loss or damage or misfortune whatever which shall
happen in the execution of the duties of his office or in relation thereto,
unless the same happens through his own dishonesty.
INSURANCE
201. 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.
GENERAL POWER
202. 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 authorised by its articles,
then and in that case this Article authorises 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.
SECRECY
203. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Secrecy
Committee, Officer, Servant, Agent, Accountant or other person
employed in the business of the company shall, if so required by the
Directors, before entering upon his duties, sign a declaration pleading
himself to observe strict secrecy respecting all transactions and affairs
of the Company with the customers and the state of the accounts with
individuals and in matters relating thereto, and shall by such
declaration pledge himself not to reveal any of the matter which may
come to his knowledge in the discharge of his duties except when
required so to do by the Directors or by any meeting or by a Court of
Law and except so far as may be necessary in order to comply with
any of the provisions in these presents contained.
204. No member or other person (other than a Director) shall be entitled to Access to property
enter the property of the Company or to inspect or examine the information etc.
Company's premises or properties or the books of accounts of the
Company without the permission of the Board of Directors of the
Company for the time being or to require discovery of or any
information in respect of any detail of the Company's trading or any
matter which is or may be in the nature of trade secret, mystery of trade
or secret process or of any matter whatsoever which may relate to the
conduct of the business of the Company and which in the opinion of
the Board it will be inexpedient in the interest of the Company to
disclose or to communicate.
538SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company and
includes contracts entered into until the date of this Draft Red Herring Prospectus) which are, or may be deemed
material will be attached to the copy of the Red Herring Prospectus and filed with the RoC (except for such
contracts and documents executed after the filing of the Red Herring Prospectus). Copies of the contracts and
documents for inspection referred to hereunder, may be inspected at our Registered Office, from 10.00 am to 5.00
pm on all Working Days and will also be available on the website of our Company at www.applcontainers.com
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date, except for such contracts and
documents that will be entered into or executed subsequent to the completion of the Bid/Offer Closing Date.
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by other parties, without reference to the
Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable law.
MATERIAL CONTRACTS TO THE OFFER
1. Offer Agreement dated September 16, 2025, entered between our Company, Selling Shareholders and the
BRLMs.
2. Registrar Agreement dated September 16, 2025, entered between our Company, Selling Shareholders and
the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated [●] entered into among our Company, the Selling
Shareholders, the BRLMs, the Syndicate Members, the Escrow Collection Bank(s), the Public Offer Bank(s),
the Refund Bank(s), Sponsor Bank and the Registrar to the Offer.
4. Share Escrow Agreement dated [●] entered amongst the Selling Shareholders, our Company and the Share
Escrow Agent.
5. Syndicate Agreement dated [●] entered into among our Company, the BRLMs, Syndicate members and
Registrar to the Offer.
6. Underwriting Agreement dated [●] entered into between our Company, Selling Shareholders and the
Underwriters.
7. Monitoring Agency Agreement dated [●] entered into between our Company and Monitoring Agency.
8. Tripartite Agreement among the NSDL, our Company and Registrar to the Offer dated May 14, 2025.
9. Tripartite Agreement among the CDSL, our Company and Registrar to the Offer dated May 14, 2025.
MATERIAL DOCUMENTS IN RELATION TO THE OFFER
1. Certified copies of Memorandum of Association and Articles of Association of our Company as amended
from time to time.
2. Our certificate of incorporation dated October 21, 2021.
3. Fresh certificate of incorporation dated June 13, 2025, issued under the name of “APPL Containers
Limited”, consequent upon conversion into public limited company.
4. Resolution passed by our Board in relation to the Offer and other related matters dated August 25, 2025.
5. Resolution passed by our Shareholders in relation to the Offer and other related matters dated August 27,
2025.
6. Resolutions of the Board of Directors of the Company dated September 25, 2025 taking on record and
approving this Draft Red Herring Prospectus.
5397. Resolutions of the Board of Directors of the Company dated [●] taking on record and approving the Red
Herring Prospectus.
8. Resolutions of the Board of Directors of the Company dated [●] taking on record and approving the
Prospectus.
9. Employment agreement dated August 27, 2025, between our Company and Hasmukhbhai Meghjibhai
Viradiya, Managing Director of our Company.
10. Employment agreement dated August 27, 2025, between our Company and Vallabhbhai Meghjibhai
Viradiya, Whole-time Director of our Company.
11. Employment agreement dated August 27, 2025, between our Company and Vaibhav Vallabhbhai Viradiya,
Whole-time Director of our Company.
12. Independent Chartered Accountant’s certificate dated September 20, 2025 certifying the Key Performance
Indicators.
13. Copies of auditor’s reports of our Company in respect of our audited financial statements for Fiscal 2025,
2024 and 2023.
14. Examination report of our Statutory & Peer Review Auditor dated September 18, 2025 on the Restated
Financial Information for the Fiscal 2025, 2024 and 2023 included in this Draft Red Herring Prospectus.
15. Statement of Special Tax Benefits available to our Company and its shareholders under direct and indirect
tax laws in India from our Statutory Auditor, dated September 19, 2025.
16. Consent Letters from Selling Shareholders dated September 6, 2025, for participating in the Offer for Sale
and approving the inclusion of its name as a Selling Shareholders.
17. Resolution of our Board dated September 6, 2025, taking on record the consent and authorisation of the
Selling Shareholders to participate in the Offer for Sale.
18. Consents of the Promoters, Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
Key Managerial Personnel, Senior Management, BRLMs, Statutory & Peer Review Auditor, the Syndicate
Member(s) *, Registrar to the Offer, Banker(s) to the Company, Banker(s) to the Offer*, Sponsor Bank,
Refund Bank*, Share Escrow Agent*, Legal Advisor(s), Underwriter(s) to the Offer*, Monitoring Agency*
as referred to act, in their respective capacities.
*Will be arranged prior to the Red Herring Prospectus.
19. Written consent dated September 21, 2025 from our Statutory Auditors, M/s. J. Vasania & Associates,
Chartered Accountants bearing firm registration number 117332W, to include their name as required under
section 26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus
and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as our Statutory Auditor, and in respect of their (i) examination report, dated September 18, 2025
on our Restated Financial Information, (ii) examination report, dated September 18, 2025 on our Proforma
Financial Statements, and (iii) certificate dated September 19, 2025 on the statement of special tax benefits
available to our Company and Shareholders and such consent has not been withdrawn as on the date of this
Draft Red Herring Prospectus.
20. Written consent dated September 5, 2025 from Sanjeev Shriram Verma & Co., Independent Chartered
Accountants bearing firm registration number 003953C, to include their name as required under Section
26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus and
referred to as an “expert”, as defined under Section 2(38) of the Companies Act in respect of the certificates
issued by them in their capacity as an independent chartered accountant to our Company. Such consent has
not been withdrawn as on the date of this Draft Red Herring Prospectus.
21. Written consent dated September 15, 2025 from M/s MK Mohapatra & Co., Independent Chartered
Accountants bearing firm registration number 0330172E, to include their name as required under section
26(5) of the Companies Act read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as
540an “expert” as defined under section 2(38) of the Companies Act, 2013 in respect of the reports and
certificates issued in connection with the Offer.
22. Written consent dated September 20, 2025 from M/s. Sachapara & Associates, Practicing Company
Secretary, to include their name as an “expert” in this Draft Red Herring Prospectus under Section 2(38) and
other applicable provisions of the Companies Act pertaining to the certificates issued by them to our
Company. Such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
23. Written consent dated September 10, 2025 from Hardik A. Modi, on behalf of HAM & Engineers Inc.,
Chartered Engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the
Companies Act to the extent and in respect of his certificate dated September 10, 2025, in relation to the
Company’s Manufacturing Facility & Machinery.
24. Consent letter from ICRA Analytics Limited dated September 19, 2025, to rely on and reproduce part or
whole of their industry reports and include their name in this Draft Red Herring Prospectus.
25. Report titled “Global and India Shipping Industry” dated September 19, 2025 issued by ICRA Analytics
Limited and is available at https://www.applcontainers.com/assets/documents/investors-downloads/global-
and-india-shipping-industry.pdf
26. In relation to acquisition of our Subsidiary, (i) valuation report dated May 31, 2025, from Ms. Rupinder
Kaur, registered valuer and (ii) consent letter from Ms. Rupinder Kaur, registered valuer.
27. In relation to acquisition of our Subsidiary, (i) valuation report dated May 31, 2025, from 3Dimension Capital
Services Limited, SEBI registered merchant banker and registered valuer and (ii) consent letter from
3Dimension Capital Services Limited, SEBI registered merchant banker.
28. Due diligence certificate dated September 25, 2025 to SEBI from the BRLMs.
29. In-principal approvals dated [●] and [●] from BSE and NSE, respectively.
30. SEBI observation letter bearing reference number [●] dated [●].
541DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY CHAIRMAN & MANAGING DIRECTOR OF OUR COMPANY
Sd/-
___________________________________
Name: Hasmukhbhai Meghjibhai Viradiya
Designation: Chairman & Managing Director
Place: Bhavnagar
Date: September 25, 2025
DECLARATION
542I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY WHOLE-TIME DIRECTOR OF OUR COMPANY
Sd/-
___________________________________
Name: Vallabhbhai Meghjibhai Viradiya
Designation: Whole-time Director
Place: Bhavnagar
Date: September 25, 2025
DECLARATION
543I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY WHOLE-TIME DIRECTOR OF OUR COMPANY
Sd/-
___________________________________
Name: Vaibhav Vallabhbhai Viradiya
Designation: Whole-time Director
Place: Bhavnagar
Date: September 25, 2025
544DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY NON-EXECUTIVE AND NON-INDEPENDENT DIRECTOR OF OUR COMPANY
Sd/-
___________________________________
Name: Manishaben Viradiya
Designation: Non-Executive and Non-Independent Director
Place: Bhavnagar
Date: September 25, 2025
545DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY NON-EXECUTIVE AND INDEPENDENT DIRECTOR OF OUR COMPANY
Sd/-
___________________________________
Name: Avani Hardikbhai Mandaliya
Designation: Non-Executive and Independent Director
Place: Bhavnagar
Date: September 25, 2025
546DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY NON-EXECUTIVE AND INDEPENDENT DIRECTOR OF OUR COMPANY
Sd/-
___________________________________
Name: Shishir Manoharbhai Trivedi
Designation: Non-Executive and Independent Director
Place: Bhavnagar
Date: September 25, 2025
547DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY NON-EXECUTIVE AND INDEPENDENT DIRECTOR OF OUR COMPANY
Sd/-
___________________________________
Name: Brijeshkumar Maheshbhai Pathak
Designation: Non-Executive and Independent Director
Place: Bhavnagar
Date: September 25, 2025
548DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY NON-EXECUTIVE AND INDEPENDENT DIRECTOR OF OUR COMPANY
Sd/-
___________________________________
Name: Nehal Rishikeshbhai Gadhavi
Designation: Non-Executive and Independent Director
Place: Bhavnagar
Date: September 25, 2025
549DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines,
or regulations issued by the Government of India or the rules, or guidelines, or regulations issued by the Securities
and Exchange Board of India, established under section 3 of the Securities and Exchange Board of India
Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring
Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation)
Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act,
1992, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements in this Draft Red Herring Prospectus are true and correct.
SIGNED BY CHIEF FINANCIAL OFFICER OF OUR COMPANY
Sd/-
___________________________________
Name: Dhaval Jayeshbhai Parekh
Designation: Chief Financial Officer
Place: Bhavnagar
Date: September 25, 2025
550DECLARATION
I, Hasmukhbhai Meghjibhai Viradiya, acting as a Selling Shareholder, hereby confirm and declare that all
statements, disclosures and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation
to us, as one of the Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We
assume no responsibility for any other statements disclosures and undertakings, including, any of the statements
and undertakings made or confirmed by or relating to the Company or any other Selling Shareholder, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
___________________________________
Hasmukhbhai Meghjibhai Viradiya
Place: Bhavnagar
Date: September 25, 2025
551DECLARATION
I, Vallabhbhai Meghjibhai Viradiya, acting as a Selling Shareholder, hereby confirm and declare that all
statements, disclosures and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation
to us, as one of the Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We
assume no responsibility for any other statements, disclosures and undertakings, including, any of the statements
and undertakings made or confirmed by or relating to the Company or any other Selling Shareholder, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
___________________________________
Vallabhbhai Meghjibhai Viradiya
Place: Bhavnagar
Date: September 25, 2025
552DECLARATION
I, Vaibhav Vallabhbhai Viradiya, acting as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as
one of the Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We assume
no responsibility for any other statements, disclosures and undertakings, including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
___________________________________
Vaibhav Vallabhbhai Viradiya
Place: Bhavnagar
Date: September 25, 2025
553DECLARATION
I, Manishaben Viradiya, acting as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as
one of the Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We assume
no responsibility for any other statements, disclosures and undertakings, including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
___________________________________
Manishaben Viradiya
Place: Bhavnagar
Date: September 25, 2025
554DECLARATION
I, Saritaben Viradiya, acting as a Selling Shareholder, hereby confirm and declare that all statements, disclosures
and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as one of the
Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We assume no
responsibility for any other statements, disclosures and undertakings, including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
__________________________________
Saritaben Viradiya
Place: Bhavnagar
Date: September 25, 2025
555DECLARATION
I, Ektaben Vallabhbhai Viradiya, acting as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as
one of the Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We assume
no responsibility for any other statements, disclosures and undertakings, including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
___________________________________
Ektaben Vallabhbhai Viradiya
Place: Bhavnagar
Date: September 25, 2025
556DECLARATION
I, Tejasbhai Vallabhbhai Viradiya, acting as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as
one of the Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We assume
no responsibility for any other statements, disclosures and undertakings, including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
___________________________________
Tejasbhai Vallabhbhai Viradiya
Place: Bhavnagar
Date: September 25, 2025
557DECLARATION
I, Tirthraj Hasmukhbhai Viradiya, acting as a Selling Shareholder, hereby confirm and declare that all statements,
disclosures and undertakings made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as
one of the Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We assume
no responsibility for any other statements, disclosures and undertakings, including, any of the statements and
undertakings made or confirmed by or relating to the Company or any other Selling Shareholder, or any other
person(s) in this Draft Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
___________________________________
Tirthraj Hasmukhbhai Viradiya
Place: Bhavnagar
Date: September 25, 2025
558