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RED HERRING PROSPECTUS
Dated: August 16, 2025
Please read Section 26, 28 & 32 of the Companies Act, 2013
(This Red Herring Prospectus will be
updated upon filing with the Registrar of Companies)
100% Book Built Issue
(Please scan this QR Code to view the Red Herring Prospectus)
ARC INSULATION & INSULATORS LIMITED
Corporate Identification Number: U18109WB2008PLC129263
Registered Office Contact Person Email and Contact No Website
Village - Ramdevpur, PO-Bawali Bishnupur 2, Ms. Shraddha Dhacholia Email Id: info@arcinsulations.com www.arcinsulations.com
Parganas South, Bishnupur, West Bengal- 743384, Company Secretary and Compliance Officer Contact No: +91 62937 61074
India
PROMOTERS OF THE COMPANY: MR. MANISH BAJORIA, M/S. SWABHUMI DISTRIBUTORS PRIVATE LIMITED, MS. NEELAM BAJORIA, M/S.
MANISH BAJORIA HUF AND MR. ASHISH BAJORIA
DETAILS OF OFFER TO PUBLIC, PROMOTERS/SELLING SHAREHOLDER
Type Fresh Issue Size OFS Size Total Issue Size Eligibility
Fresh Upto 30,45,000* Equity Upto 2,50,000* Equity Upto 32,95,000* THIS OFFER IS BEING MADE IN TERMS OF REGULATION 229(2)
Issue & Shares of face value of ₹ Shares of face value of ₹ Equity Shares of face OF CHAPTER IX OF THE SEBI (ICDR) REGULATIONS, 2018 AS
Offer for 10.00 each amounting up 10.00 each amounting up value of ₹ 10.00 each AMENDED. FOR DETAILS IN RELATION TO ISSUE
Sale to ₹ [●] Lakhs to ₹ [●] Lakhs amounting up to ₹ [●] ALLOCATION, PLEASE SEE OFFER STRUCTURE” ON PAGE 276
Lakhs OF THIS RED HERRING PROSPECTUS.
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDER AND THEIR AVERAGE COST OF ACQUISITION
Name Type No. of Shares Offered Average Cost of Acquisition
Mr. Manish Bajoria Promoter Selling Shareholder Upto 2,50,000** Equity Shares aggregating up to ₹ [●] Lakhs. 3.39
**As certified by Jay Gupta & Associates, Chartered Accountants, by way of their certificate dated August 06, 2025.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public Issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of Equity Shares
is ₹10.00 each and the Issue Price is [●] times of the face value of the Equity Shares. The Floor Price, Cap Price and Offer Price (determined by our Company and the selling
shareholder in consultation with the Book Running Lead Manager, in accordance with the SEBI ICDR Regulations), and on the basis of the assessment of market demand
for the Equity Shares by way of Book Building Process as stated in “Basis for Offer Price” on page 120 of this Red Herring Prospectus, should not be taken to be indicative
of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or
regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of
losing their entire investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this issue. For taking an investment decision,
investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or
approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific
attention of the investors is invited to the section “Risk Factors” beginning on page 36 of this Red Herring Prospectus.
COMPANY’S AND PROMOTERS’, SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our
Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects
and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which
makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Selling
shareholder, severally and not jointly, accepts responsibility for and confirms only the statements expressly and specifically made by Such Selling shareholder in this 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. Selling shareholder assume no responsibility, as a Selling Shareholder, for
any other statement in this Red Herring Prospectus, including, inter alia, any of the statements made by or relating to our company or our company’s business or any other
selling shareholder or any other person(s).
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited (“NSE or
NSE Emerge”) in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received “In-Principle” approval from
the National Stock Exchange of India Limited for using its name in the Offer document for the listing of the Equity Shares, pursuant to letter dated June 02, 2025 vide letter
no NSE/LIST/5174. For the purpose of this Issue, the Designated Stock Exchange will be the NSE Emerge.
BOOK RUNNING LEAD MANAGER TO THE OFFER
Name and Logo Contact Person Email & Contact No.
Email: info@gretexgroup.com
Mr. Pradip Agarwal
Contact No.: +91 93319 26937
GRETEX CORPORATE SERVICES LIMITED
REGISTRAR TO THE OFFER
Name and Logo Contact Person Email & Contact No.
E-mail: investor.ipo@maashitla.com
Mr. Mukul Agrawal
Contact No.: +91-11-47581432
MAASHITLA SECURITIES PRIVATE LIMITED
ISSUE PROGRAMME
ANCHOR INVESTOR BID/ ISSUE PERIOD Wednesday, August 20, 2025 (1)
ISSUE OPENS ON Thursday, August 21, 2025 (1)
ISSUE CLOSES ON Monday, August 25, 2025 (2)(3)
* Subject to finalization of the Basis of Allotment
(1) The Company and the Selling Shareholder may in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the
SEBI ICDR regulations. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.
(2) Our Company and the Selling Shareholder may, in consultation with the Book Running Lead Manager, consider closing the Bid/Issue Period for QIBs one Working Day
prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
(3) Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI mandate end time and date shall be at 5:00 pm IST
on Bid/ Offer Closing Date, i.e. August 25, 2025.
0RED HERRING PROSPECTUS
Dated: August 16, 2025
Please read Section 26, 28 & 32 of the Companies Act, 2013
(This Red Herring Prospectus will be
updated upon filing with the Registrar of Companies)
100% Book Built Issue
ARC INSULATION & INSULATORS LIMITED
Corporate Identification Number: U18109WB2008PLC129263
Our Company was originally incorporated on September 10, 2008, as a Private Limited Company in the name of “ARC Insulation & Insulators Private Limited” under the provisions of the Companies Act, 1956 bearing
Corporate Identification Number U18109WB2008PTC129263 issued by the Deputy Registrar of Companies, West Bengal. Further, our Company acquired the running business on a going concern basis with the assets and
liabilities of M/s ARC Insulation & Insulators, sole proprietorship concern of our promoter Mr. Manish Bajoria vide Business Transfer Agreement dated and effective from June 01, 2009. Subsequently, pursuant to a Special
Resolution of our Shareholders passed in the Extra-Ordinary General Meeting held on June 11, 2024, our Company was converted from a Private Limited Company to Public Limited Company and consequently, the name of our
Company was changed to ‘ARC Insulation & Insulators Limited’ and a Fresh Certificate of Incorporation consequent to Conversion was issued on August 5, 2024 bearing Corporate Identification Number
U18109WB2008PLC129263 issued by the Registrar of Companies, Central Processing Centre. For further details of change in name and registered office of our company, please refer to section titled “Our History and Certain
Other Corporate Matters” beginning on page 186 of this Red Herring Prospectus.
Registered Office: Village - Ramdevpur, PO-Bawali Bishnupur 2, Parganas South, Bishnupur, West Bengal-743384, India
Contact Person: Ms. Shraddha Dhacholia, Company Secretary and Compliance Officer
Email: info@arcinsulations.com; Website: www.arcinsulations.com Contact No.: +91 62937 61074
OUR PROMOTERS: MR. MANISH BAJORIA, M/S. SWABHUMI DISTRIBUTORS PRIVATE LIMITED, MS. NEELAM BAJORIA, M/S. MANISH BAJORIA HUF AND MR. ASHISH BAJORIA
DETAILS OF THE OFFER
INITIAL PUBLIC OFFER OF UPTO 32,95,000* EQUITY SHARES OF FACE VALUE OF ₹10/- EACH (THE “EQUITY SHARES”) OF ARC INSULATION & INSULATORS LIMITED (“OUR COMPANY” OR “THE
OFFERR”) AT AN OFFER PRICE OF ₹ [●] PER EQUITY SHARE FOR CASH, AGGREGATING UP TO ₹ [●] LAKHS COMPRISING OF FRESH OFFER OF UPTO 30,45,000 EQUITY SHARES AGGREGATING TO ₹
[●] LAKHS (“FRESH OFFER”) AND AN OFFER FOR SALE OF UPTO 2,50,000 EQUITY SHARES BY MR. MANISH BAJORIA (“SELLING SHAREHOLDER”) AGGREGATING TO ₹ [●] LAKHS (“OFFER FOR
SALE”) (“PUBLIC OFFER”). THE OFFER INCLUDES A RESERVATION OF UPTO 1,65,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH, AT AN OFFER PRICE OF ₹ [●] PER EQUITY SHARE FOR CASH,
AGGREGATING ₹ [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE “MARKET MAKER RESERVATION PORTION”). THE PUBLIC OFFER LESS
MARKET MAKER RESERVATION PORTION I.E. NET OFFER OF UPTO 31,30,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH, AT AN OFFER PRICE OF ₹ [●] PER EQUITY SHARE FOR CASH,
AGGREGATING UPTO ₹ [●] LAKHS IS HEREIN AFTER REFERRED TO AS THE “NET OFFER”. THE PUBLIC OFFER AND NET OFFER WILL CONSTITUTE [●] % AND [●] % RESPECTIVELY OF THE POST-
OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
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 AND THE SELLING SHAREHOLDER IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BE ADVERTISED IN ALL EDITION OF BUSINESS STANDARD ] (A
WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITION OF BUSINESS STANDARD (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, AND BENGALI
EDITION OF ARTHIK LIPI, (BENGALI BEING THE REGIONAL LANGUAGE OF WEST BENGAL WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE
OPENING DATE AND SHALL BE MADE AVAILABLE TO THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE EMERGE”) FOR THE PURPOSES OF UPLOADING ON
THEIR WEBSITE IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS, AS AMENDED.
In case of any revision in the Price Band, the Bid/Offer Period shall be extended for at least three additional working days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding 10 working Days.
In cases of force majeure, banking strike or similar circumstances, our Company and the Selling Shareholder in consultation with the Book Running Lead Manager 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 Exchange by issuing a press release and also by indicating the change on the website of the Book Running Lead Manager 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 FACE VALUE OF THE EQUITY SHARES IS ₹ 10.00 EACH AND THE OFFER PRICE IS [●] TIMES OF THE FACE VALUE
The Offer is being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 253 of the SEBI ICDR Regulations, as
amended, wherein not more than 50% of the Net Offer shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company and the Selling Shareholder in consultation
with the Book Running Lead Manager, may 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 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, and the remainder of the Net
QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is
less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15%
of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors out of which (a) one third of such portion shall be reserved for applicants with application size of more than two lots and up
to such lots equivalent to not more than ₹1,000,000; and (b) two third of such portion shall be reserved for applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Investors and not less than 35% of the Net Offer shall be available for allocation to Individual Investors who applies for minimum application
size 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 required to mandatorily utilise the Application Supported
by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts, and UPI ID in case of RIBs using the UPI Mechanism, if applicable, in which the Corresponding Bid Amounts will be blocked by the
SCSBs or by the Sponsor Bank under the UPI mechanism, as the case may be, to the extent of respective Bid Amounts, Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see
“Issue Procedure” beginning on page 280 of this Red Herring Prospectus.
ELIGIBLE INVESTORS
For details in relation to Eligible Investors, please refer to section titled “Issue Procedure” beginning on page 280 of this Red Herring Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public Issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of Equity Shares is ₹ 10.00 each and the Offer Price is [●] times of the face
value of the Equity Shares. The Offer Price determined and justified by our Company and the Selling Shareholder in consultation with the Book Running Lead Manager on the basis of the assessment of market demand for the
Equity Shares by way of the Book building process, in accordance with the SEBI ICDR Regulations, and as stated in chapter titled “Basis for Offer Price” on page 120 of this Red Herring Prospectus, 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 active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read
the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity
Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific
attention of the investors is invited to the section “Risk Factors” beginning on page 36 of this Red Herring Prospectus.
COMPANY’S AND PROMOTERS, SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our company and the offer, which is material in the context of
the offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the
selling shareholder assume no responsibility, as a selling shareholder, for any other statement in this Red Herring Prospectus, including, inter alia, any of the statements made by or relating to our company or our company’s
business or any other selling shareholder or any other person(s).
LISTING
The Equity Shares Issued through this Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”) in terms of the Chapter IX of the SEBI (ICDR)
Regulations, 2018 as amended from time to time. Our Company has received an In-Principle Approval letter dated June 02, 2025 vide letter no. NSE/LIST/5174 from National Stock Exchange of India Limited (“NSE”) for using
its name in this offer document for listing our shares on the EMERGE Platform of National Stock Exchange of India Limited (“NSE EMERGE”). For the purpose of this Issue, the Designated Stock Exchange will be the NSE
Emerge.
BOOK RUNNING LEAD MANAGER TO THE OFFER REGISTRAR TO THE OFFER
GRETEX CORPORATE SERVICES LIMITED
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Dadar (w), Delisle Road, MAASHITLA SECURITIES PRIVATE LIMITED
Mumbai 400013, Maharashtra, India 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Delhi - 110034, India
Contact No.: +91 93319 26937 Contact No. : +91-11-47581432
Email: info@gretexgroup.com E-mail :. investor.ipo@maashitla.com
Website: www.gretexcorporate.com Investor Grievance E-mail : investor.ipo@maashitla.com
Contact Person: Mr. Pradip Agarwal Website : www.maashitla.com
SEBI Registration No: INM000012177 Contact Person : Mr. Mukul Agrawal
CIN: L74999MH2008PLC288128 SEBI Registration No.: INR000004370,
CIN: U67100DL2010PTC208725
ISSUE PROGRAMME
ANCHOR INVESTOR BID/ ISSUE
20
P 2E 5(R 1)I OD: WEDNESDAY AUGUST 20, ISSUE OPENS ON THURSDAY AUGUST 21, 2025 (1) ISSUE CLOSES ON MONDAY, AUGUST 25, 2025 (2)(3)
* Subject to finalization of the Basis of Allotment
(1) The Company and the Selling Shareholder may in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance with the SEBI ICDR regulations. The Anchor Investor Bid/ Issue Period shall be one Working Day
prior to the Bid/Issue Opening Date.
(2) Our Company and the Selling Shareholder may, in consultation with the Book Running Lead Manager, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
(3) Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI mandate end time and date shall be at 5:00 pm IST on Bid/ Offer Closing Date, i.e. August 25, 2025
1THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
PURSUANT TO SCHEDULE VI OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018)
2Table of Contents
SECTION I: GENERAL .................................................................................................................................................. 4
DEFINITIONS AND ABBREVIATIONS .................................................................................................................. 4
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF FINANCIAL PRESENTATION ................................................................................................. 24
FORWARD LOOKING STATEMENTS ................................................................................................................ 26
SECTION II: SUMMARY OF OFFER DOCUMENT ............................................................................................... 28
SECTION III: RISK FACTORS ................................................................................................................................... 36
SECTION IV: INTRODUCTION ................................................................................................................................. 70
THE OFFER ............................................................................................................................................................... 70
SUMMARY OF FINANCIAL STATEMENTS ....................................................................................................... 72
SECTION V: GENERAL INFORMATION ................................................................................................................ 75
SECTION VI: CAPITAL STRUCTURE ..................................................................................................................... 88
SECTION VII: PARTICULARS OF THE OFFER .................................................................................................. 103
OBJECT OF THE OFFER ...................................................................................................................................... 103
BASIS OF OFFER PRICE ...................................................................................................................................... 120
STATEMENT OF POSSIBLE TAX BENEFITS .................................................................................................. 125
SECTION VIII: ABOUT THE ISSUER COMPANY ............................................................................................... 129
OUR INDUSTRY ...................................................................................................................................................... 129
OUR BUSINESS ....................................................................................................................................................... 142
KEY INDUSTRY REGULATIONS AND POLICIES .......................................................................................... 174
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ............................................................ 186
OUR MANAGEMENT ............................................................................................................................................ 191
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................... 212
OUR GROUP COMPANIES ................................................................................................................................... 219
DIVIDEND POLICY ................................................................................................................................................ 220
RELATED PARTY TRANSACTIONS .................................................................................................................. 221
SECTION IX: FINANCIAL INFORMATION .......................................................................................................... 222
FINANCIAL STATEMENTS AS RESTATED ..................................................................................................... 222
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF .. 223
STATEMENTS OF FINANCIAL INDEBTEDNESS ........................................................................................... 237
SECTION X: LEGAL AND OTHER INFORMATION ........................................................................................... 239
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................... 239
GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................................... 245
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 253
SECTION XI: OFFER RELATED INFORMATION .............................................................................................. 266
TERMS OF THE OFFER ........................................................................................................................................ 266
OFFER STRUCTURE ............................................................................................................................................. 276
OFFER PROCEDURE ............................................................................................................................................. 280
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................. 313
SECTION XII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ......................................................... 316
SECTION XIII: OTHER INFORMATION ............................................................................................................... 342
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................ 342
DECLARATION ...................................................................................................................................................... 344
DECLARATION BY SELLING SHAREHOLDER ............................................................................................. 345
3SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines, or
policies shall be to such legislation, act, regulation, rules, guidelines or policies, as amended, supplemented or re-
enacted from time to time and any reference to a statutory provision shall include any subordinate legislation made from
time to time under that provision.
The words and expressions used in this Red Herring Prospectus but not defined herein shall have, to the extent
applicable, the meaning ascribed to such terms under the Companies Act, the SEBI (ICDR) Regulations, the SCRA, the
Listing Regulations, the Depositories Act or the Rules and Regulations made thereunder.
Notwithstanding the foregoing, terms used in any of the sections, “Basis for Offer Price”, “Statement of Possible Tax
Benefits”, “Financial Statements as Restated”, “Main Provisions of Articles of Association”, “Our History and
Certain Corporate Matters”, “Other Regulatory and Statutory Disclosures” and “Outstanding Litigations and
Material Developments” on pages 120, 125, 222, 316, 186, 253 and 239 respectively, shall have the meaning ascribed
to such terms in the relevant section.
GENERAL TERMS
Term Description
“ARC INSULATION & Unless the context otherwise indicates or implies, ARC Insulation & Insulators
INSULATORS LIMITED”, Limited refers to, a Public Limited Company incorporated under the Companies
“ARC Insulation”, “ARCIIL”, Act, 1956 and having its Registered Office at Village-Ramdevpur, PO-Bawali
“ARC”, “We” or “us” or “Our Bishnupur 2, Parganas South, Bishnupur, West Bengal-743384, India.
Company” or “the Issuer”
Promoter(s) / Core Promoter The promoters of our Company being Mr. Manish Bajoria, M/s. Swabhumi
Distributors Private Limited, Ms. Neelam Bajoria, M/s. Manish Bajoria HUF and
Mr. Ashish Bajoria for further details, please refer to chapter titled “Our
Promoters and Promoter Group” on page 212 of this Red Herring Prospectus.
Promoter Group Such persons, entities and companies constituting our promoter group pursuant to
Regulation 2(1)(pp) of the SEBI (ICDR) Regulations as disclosed in the Chapter
titled “Our Promoters and Promoter Group” on page 212 of this Red Herring
Prospectus.
COMPANY RELATED TERMS
Term Description
AOA / Articles / Articles of Unless the context otherwise requires, refers to the Articles of Association of,
Association ARC Insulation & Insulators Limited as amended from time to time.
Audit Committee Audit Committee of our Company constituted in accordance Section 177 of the
Companies Act, 2013 and as described in the chapter titled “Our Management”
beginning on page 191 of this Red Herring Prospectus.
Auditor of our Company / The current statutory auditors of our Company, being M/s. Jay Gupta &
Statutory Auditor Associates, Chartered Accountants as mentioned in the section titled “General
Information” beginning on page 75 of this Red Herring Prospectus.
Banker to our Company State Bank of India as disclosed in the section titled “General Information”
beginning on page 75 of this Red Herring Prospectus.
Board / Board of Directors / Our The Board of Directors of our Company, including all duly constituted
Board Committees thereof. For further details of our directors, please refer to chapter
titled “Our Management” beginning on page 191 of this Red Herring Prospectus.
Central Registration Centre It’s an initiative of the Ministry of Corporate Affairs (MCA) in Government
(CRC) Process Re-engineering (GPR) with the specific objective of providing speedy
incorporation related services in line with global best practices. For more details,
please refer
https://www.mca.gov.in/MinistryV2/central+registration+centre+c
ontent+page.html
CIN / Corporate Identification U18109WB2008PLC129263
Number
4Term Description
Chief Financial Officer / CFO The Chief Financial Officer of our Company as mentioned in the chapter titled
“General Information” beginning on page 75 of this Red Herring Prospectus.
Company Secretary & The Company Secretary and Compliance Officer of our Company as mentioned
Compliance Officer in the chapter titled “General Information” beginning on page 75 of this Red
Herring Prospectus.
Director(s) / our directors Director(s) of our company unless otherwise specified.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depositories National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL).
DP/ Depository Participant A depository participant as defined under the Depositories Act
DP ID Depository’s Participant’s Identity Number
DIN Directors Identification Number
Equity Shares / Shares The equity shares of our Company of face value of ₹10.00 each unless otherwise
specified in the context thereof.
Equity Shareholders / Persons / Entities holding Equity Shares of the Company.
Shareholders
Executive Directors An Executive Director of our Company, as appointed from time to time.
Financial Statements as Restated The Restated Financial Information of the Company, which comprises of the
Restated statement of Assets and liabilities, Profit and Loss and Cash Flow
Statement for the Financial year ended March 31, 2025, March 31, 2024 and
March 31, 2023 the related notes, schedules and annexures thereto included in
this Red Herring Prospectus, which have been prepared in accordance with the
Companies Act, Indian GAAP, and restated in accordance with the requirements
of:
i) Section 26 of Part 1 of Chapter III of the Companies Act, 2013;
ii) the SEBI ICDR Regulations; and
iii) the Guidance Note on Reports in Company Prospectuses (Revised 2019)
(as amended from time to time) issued by the ICAI
Fugitive economic offender Shall mean an individual who is declared a fugitive economic offender under
section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018)
Group Companies / Entities Such companies / entities as covered under the applicable accounting standards
and such other companies as considered material by the Board. For details of our
Group Companies / entities, please refer “Our Group Companies” on page 219
of this Red Herring Prospectus.
HNI High Networth Individual
HUF Hindu Undivided Family
IBC The Insolvency and Bankruptcy Code, 2016
Indian GAAP Generally Accepted Accounting Principles in India.
Independent Directors Independent directors on the Board, and eligible to be appointed as an
independent director under the provisions of Companies Act and SEBI Listing
Regulations. For details of the Independent Directors, please refer chapter titled
“Our Management” beginning on page 191 of this Red Herring Prospectus.
ISIN International Securities Identification Number, being INE0YDV01010
IT Act The Income Tax Act, 1961 as amended till date.
JV/ Joint Venture A commercial enterprise undertaken jointly by two or more parties which
otherwise retain their distinct identities.
Key Management Personnel / Key Managerial Personnel of our Company in terms of the Companies Act, 2013
KMP and Regulation 2(1) (bb) of the SEBI (ICDR) Regulations 2018 and Section 2(51)
of the Companies Act, 2013. For details, see section entitled “Our Management”
beginning on page 191 of this Red Herring Prospectus.
Key Performance Indicators / Key factors that determine the performance of our Company
KPI
LLP Limited Liability Partnership incorporated under Limited Liability Partnership
Act, 2008.
MD or Managing Director The Managing Director of our Company is Mr. Manish Bajoria.
Materiality Policy The policy on identification of Group Companies, Material Creditors and Material
Litigation, adopted by our Board on August 07, 2025, in accordance with the
requirements of the SEBI (ICDR) Regulations.
MoA / Memorandum The Memorandum of Association of our Company, as amended from time to time.
of Association
5Term Description
Non-Executive Director The Non-Executive Directors (other than the Independent Directors) of our
Company in terms of the Companies Act, and the rules thereunder. For details,
see section titled “Our Management” on page 191 of this Red Herring
Prospectus.
NRIs/ Non-Resident Indians A person resident outside India, as defined under Foreign Exchange Management
Act 1999 and who is a citizen of India or a Person of Indian Origin under Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident
Outside India) Regulations, 2000.
Nomination & Remuneration The Nomination and Remuneration Committee of our Company constituted in
Committee accordance with Section 178 of the Companies Act, 2013, as disclosed in the
chapter titled “Our Management” beginning on page 191 of this Red Herring
Prospectus.
Peer Reviewed Auditor The Peer Review auditors of our Company, being M/s Jay Gupta and Associates
(Erstwhile Gupta Agarwal & Associates), Chartered Accountants having valid
peer review certificate no. 017534 valid till 31/07/2027 as mentioned in the
section titled “General Information” beginning on page 75 of this Red Herring
Prospectus.”
Proprietorship firm / firm Proprietorship firm of our Promoter, Mr. Manish Bajoria i.e. M/s. ARC Insulation
& Insulators which has been taken over by our Company which was subsequently
taken over by way of succession as per the business transfer agreement dated and
effective from June 01, 2009 between the Company and the Proprietor.
Proprietor Mr. Manish Bajoria who owns proprietorship firm M/s. ARC Insulation &
Insulators.
Registered Office Village - Ramdevpur, PO-Bawali Bishnupur 2, Parganas South, Bishnupur, West
Bengal-743384, India.
RoC / Registrar of Companies Nizam Palace, 2nd MSO Building, 2nd Floor, 234/4, A.J.C.B. Road, Kolkata-
700020, West Bengal.
Senior Management The officers and personnel of the issuer who are members of its core management
team, excluding the Board of Directors, and shall also comprise all the members
of the management one level below the Chief Executive Officer or Managing
Director or Whole Time Director or Manager (including Chief Executive Officer
and Manager, in case they are not part of the Board of Directors) and shall
specifically include the functional heads, by whatever name called and the
Company Secretary and the Chief Financial Officer.
Stakeholders’ Relationship The Stakeholder’s Relationship Committee of our Company constituted in
Committee accordance with Section 178 of Companies Act, 2013 and as described under the
chapter titled “Our Management” beginning on page 191 of this Red Herring
Prospectus.
Selling Shareholder Mr. Manish Bajoria.
Stock Exchange Unless the context requires otherwise, refers to, the Emerge Platform of National
Stock Exchange of India Limited.
You or Your or Yours Prospective Investors in this Issue.
ISSUE RELATED TERMS
Term Description
Abridged Prospectus Abridged Prospectus to be issued under Regulation 255 of SEBI ICDR Regulations
and appended to the Application Form.
Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as
proof of having accepted the Application Form.
Allocation/Allocation of Equity Unless the context otherwise requires, the allotment of the Equity Shares pursuant
Shares to the Offer.
Allot / Allotment / Allotted Allotment of Equity Shares pursuant to the Fresh Issue and transfer of the Offered
Shares by the Selling Shareholder pursuant to the Offer for Sale to the successful
Bidders.
Allottee(s) A successful Applicant(s) to whom the Equity Shares are being / have been
allotted.
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the
Red Herring Prospectus and who has Bid for an amount of at least ₹ 200.00 Lakhs.
6Term Description
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors in terms
of the Red Herring Prospectus and the Prospectus, which will be decided by our
Company, Selling Shareholder in consultation with the Book Running Lead
Manager during the Anchor Investor Bid/ Offer Period.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor
Form Investor Portion, and which will be considered as an application for Allotment in
terms of the Red Herring Prospectus and Prospectus.
Anchor Investor Bid/ Offer Period One Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor
Investors shall be submitted and allocation to the Anchor Investors shall be
completed.
Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to the Anchor Investors
in terms of the Red Herring Prospectus and the Prospectus, which price will be
equal to or higher than the Offer Price but not higher than the Cap Price. The
Anchor Investor Offer Price will be decided by our Company, Selling Shareholder
in consultation with the Book Running Lead Manager.
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, Selling
Shareholder in consultation with the Book Running Lead Manager, to the Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR
Regulations.
Applicant / Investor Any prospective investor who makes an application pursuant to the terms of the
Prospectus and the Application Form.
Application An indication to make an application during the Offer Period by an Applicant,
pursuant to submission of Application Form, to subscribe for or purchase our
Equity Shares at the Offer Price including all revisions and modifications thereto,
to the extent permissible under the SEBI (ICDR) Regulations.
Application Form The Form in terms of which the applicant shall apply for the Equity Shares of the
Company.
Application Supported by An application whether physical or electronic, used by ASBA Applicant to make
Blocked Amount / ASBA an application authorizing an SCSB to block the Application Amount in the
specified Bank Account maintained with such SCSB and will include amounts
blocked by RIIs using the UPI mechanism.
ASBA Account A bank account maintained with an SCSB and specified in the Application Form
submitted by the Applicants or the account of the RII Applicants blocked upon
acceptance of UPI Mandate Request by RIIs using the UPI mechanism, to the
extent of the Application Amount specified by the Applicant.
ASBA Applicant(s) Any prospective investors in the Offer who intend to submit the Application
through the ASBA process.
ASBA Application / Application An application form, whether physical or electronic, used by ASBA Applicants
which will be considered as the application for Allotment in terms of the
Prospectus.
ASBA Bidders All Bidders except Anchor Investors.
ASBA Form A bid cum application form, whether physical or electronic, used by ASBA
bidders, which
were considered as the bid for Allotment in terms of the Red Herring Prospectus
and Prospectus.
Bankers to the Company Such banks which are disclosed as Bankers to our Company in the chapter titled
titled “General Information” on page no. 75 of this Red Herring Prospectus.
Bankers to the Offer / Refund The banks which are Clearing Members and registered with SEBI as Banker to an
Banker Offer with whom the Escrow Agreement is entered and in this case being Axis
Bank Limited.
Bankers to the Offer Agreement Bank which is a clearing member and registered with SEBI as Banker to the Offer
and with whom the Public Issue Account will be opened, in this case being Axis
Bank Limited.
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Applicants
under the Offer, described in “Issue Procedure” on page 280 of this Red Herring
Prospectus.
Bid An indication to make an offer during the Bid/ Offer Period by a Bidder (other than
an Anchor Investor) pursuant to submission of the ASBA Form, or during the
7Term Description
Anchor Investor Bid/ Offer Period by an Anchor Investor, pursuant to submission
of the Anchor Investor Application Form, to subscribe to or purchase the Equity
Shares at a price within the Price Band, including all revisions and modifications
thereto as permitted under the SEBI ICDR Regulations and in terms of the Red
Herring Prospectus and the Bid cum Application Form. The term “Bidding” shall
be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
in the case of Individual Investors Bidding at Cut Off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such Individual Investors
and mentioned in the Bid cum Application Form and payable by the Individual
Investors or blocked in the ASBA Account upon submission of the Bid in the
Offer.
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after
which the Syndicate, the Designated Branches and the Registered Brokers shall
not accept the Bids, which shall be notified in all edition of Business Standard (a
widely circulated English national daily newspaper) and all edition of Business
Standard (a widely circulated Hindi national daily newspaper) and Bengali Edition
of Regional newspaper Arthik Lipi , a Bengali Daily Newspaper where the
registered office of the company is situated, each with wide circulation, and in case
of any revision, the extended Bid/ Offer closing Date also to be notified on the
website and terminals of the Syndicate, SCSB’s and Sponsor Bank, as required
under the SEBI ICDR Regulations.
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on
which the Syndicate, the Designated Branches and the Registered Brokers shall
start accepting Bids, which shall be notified in all edition of Business Standard (a
widely circulated English national daily newspaper) and all edition of Business
Standard (a widely circulated Hindi national daily newspaper) and Bengali Edition
of Regional newspaper Arthik Lipi , a Bengali Daily Newspaper where the
registered office of the company is situated, each with wide circulation, and in case
of any revision, the extended Bid/Issue Opening Date also to be notified on the
website and terminals of the Syndicate and SCSBs, as required under the SEBI
ICDR Regulations.
Bid/ Offer Period Except in relation to any Bids received from the Anchor Investors, the period
between the Bid/ Offer Opening Date and the Bid/ Offer Closing Date or the QIB
Bid/ Offer Closing Date, as the case may be, inclusive of both days, during which
Bidders can submit their Bids, including any revisions thereof. Provided however
that the Bidding/ Offer Period shall be kept open for a minimum of three Working
Days for all categories of Bidders.
Bidder/ Applicant Any prospective investor who makes a bid pursuant to the terms of the Red
Herring Prospectus and the Bid-Cum-Application Form and unless otherwise
stated or implied, which includes an ASBA Bidder and an Anchor Investor.
Bidding The process of making a Bid.
Book Building Process/ Book Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Building Method Regulations, in terms of which the Offer is being made.
BRLM / Book Running Lead Book Running Lead Manager to the Offer in this case being Gretex Corporate
Manager Services Limited, SEBI Registered Category I Merchant Banker.
Bidding/ Collection Centers Centers at which the Designated intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, specified locations for syndicates, broker
centers for registered brokers, designated RTA Locations for RTAs and designated
CDP locations for CDPs.
Broker Centers Broker centers notified by the Stock Exchanges, where the Applicants can submit
the Application Forms to a Registered Broker. The details of such broker centers,
along with the name and contact details of the Registered Brokers, are available on
the website of Stock Exchanges (www.bseindia.com and www.nseindia.com ) and
are updated from time to time.
Business Day Monday to Friday (except public holidays).
CAN / Confirmation of Allocation Confirmation of Allocation Note / the note or advice or intimation of Allotment,
Note sent to each successful Applicant who has been or is to be Allotted the Equity
Shares after approval of the Basis of Allotment by the Designated Stock Exchange.
Cap Price The higher end of the price band above which the Offer Price will not be finalized
and above which no Bids (or a revision thereof) will be accepted.
8Term Description
Circular’s on Streamlining of Circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 amended
Public Issues by circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018,
circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019 and circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019 and any
subsequent circulars issued by SEBI in this regard.
Client ID Client identification number of the Applicant’s beneficiary account.
Collecting Depository Participant A depository participant as defined under the Depositories Act, 1996, registered
or CDP with SEBI and who is eligible to procure Application Forms at the Designated
CDP Locations in terms of circular no. GR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 issued by SEBI.
Collecting Registrar and Share Registrar to an Offer and share transfer agents registered with SEBI and eligible to
Transfer Agent procure Bids at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
Controlling Branches / Such branches of the SCSBs which co-ordinate Application Forms by the ASBA
Controlling Branches of the Applicants with the Registrar to the Offer and Stock Exchanges and a list of which
SCSBs. is available at https://www.sebi.gov.in or at such other website as may be
prescribed by SEBI from time to time.
Cut Off Price The Offer Price, which shall be any price within the Price band as finalized by our
Company, Selling Shareholder in consultation with the Book Running Lead
Manager. Only Individual Investors who applies for minimum application size are
entitled to Bid at the Cut-off Price. QIBs (including Anchor Investor) and Non-
Institutional Investors are not entitled to Bid at the Cut-off Price.
Demographic Details The demographic details of the Applicants such as their Address, PAN, Occupation
and Bank Account details and UPI ID wherever applicable.
Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and Participants)
Regulations, 1996.
Depository Participant / DP A depository participant as defined under the Depositories Act, 1996.
Designated CDP Locations Such locations of the CDPs where Applicants can submit the Application Forms
to Collecting Depository Participants.
The details of such Designated CDP Locations, along with names and contact
details of the Collecting Depository Participants eligible to accept Application
Forms are available on the website of the Stock Exchange (www.nseindia.com )
(www.bseindia.com ).
Designated Date The date on which relevant amounts are transferred from the ASBA Accounts to
the Public Issue Account or the Refund Account, as the case may be, and the
instructions are issued to the SCSBs (in case of Individual Investors using UPI
Mechanism, instruction issued through the Sponsor Bank) for the transfer of
amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue Account
or the Refund Account, as the case may be, in terms of the Prospectus following
which Equity Shares will be Allotted in the Offer.
Designated Intermediaries / SCSBs, Syndicate, sub-Syndicate, Registered Brokers, CDPs and RTAs who are
Collecting Agent authorized to collect ASBA Forms from the ASBA Bidders, in relation to the
Issue.
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investor) and
Non-Institutional Bidders (not using the UPI mechanism), Designated
Intermediaries shall mean Syndicate, sub-Syndicate/ agents, SCSBs, Registered
Brokers, the CDPs and RTAs.
Designated Market Makers / In our case, 1) Gretex Share Broking Limited having its registered office at A-401,
Market Makers Floor 4th, Plot FP-616, (PT), Naman Midtown, Senapati Bapat Marg, Near
Indiabulls, Delisle Road, Dadar (West), S V S Marg, Mumbai-400013,
Maharashtra India.
2) Nikunj Stock Brokers Limited having its registered office at A-92, Ground
Floor, left portion, Kamla Nagar, New Delhi- 110007.
Designated RTA Locations Such locations of the RTAs where Applicants can submit the Application Forms
to RTAs. The details of such Designated RTA Locations, along with names and
contact details of the RTAs eligible to accept Application Forms are available on
the website of the Stock Exchange (www.nseindia.com ) and are updated from
time to time.
9Term Description
Designated SCSB Branches Such branches of the SCSBs which shall collect the Application Forms, a list of
which is available on the website of SEBI at https://www.sebi.gov.in/ or at
such other website as may be prescribed by SEBI from time to time.
Designated Stock Exchange / Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”).
Stock Exchange
Draft Red Herring Prospectus The Draft Red Herring Prospectus dated January 22, 2025 filed with the Emerge
Platform of National Stock Exchange of India Limited (“NSE Emerge”) in
accordance with the SEBI ICDR Regulations.
DP Depository Participant
DP ID Depository Participant’s Identity Number
Eligible NRI NRI eligible to invest under the FEMA Regulations, from jurisdictions outside
India where it is not unlawful to make an application or invitation to participate in
the Offer and in relation to whom the Application Form and the Prospectus will
constitute an invitation to subscribe for Equity Shares and who have opened
dematerialized accounts with SEBI registered qualified depository participants.
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an
Offer or invitation under the Offer and in relation to whom the Prospectus
constitutes an invitation to purchase the Equity shares issued thereby and who have
opened Demat accounts with SEBI registered qualified depositary participants.
Escrow Account(s) Account(s) opened with the Banker(s) to the Offer pursuant to Escrow and Sponsor
Bank Agreement.
Escrow and Sponsor Bank Agreement dated July 17, 2025 entered amongst the Company, Selling
Agreement Shareholder, Book Running Lead Manager, the Registrar, the Banker to the Offer
and Sponsor bank to receive monies from the Applicants through the SCSBs Bank
Account on the Designated Date in the Public Issue Account.
FII / Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Investors Investors) Regulations, 1995, as amended) registered with SEBI under applicable
laws in India.
First / Sole Applicant Applicant whose name shall be mentioned in the Application Form or the Revision
Form and in case of joint Bids, whose name shall also appear as the first holder of
the beneficiary account held in joint names.
Fresh Issue Fresh Issue of upto 30,45,000* Equity Shares of face value ₹ 10.00 each of ARC
Insulation & Insulators Limited for cash at a price of ₹ [●] per Equity Shares
(including premium of ₹ [●] per Equity Shares) aggregating ₹ [●] Lakhs, by our
Company.
* Subject to finalization of the Basis of Allotment
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above
which the Offer Price and the Anchor Investor Offer Price will be finalised and
below which no Bids will be accepted.
Foreign Venture Capital Investors Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
Venture Capital Investor) Regulations, 2000.
FPI/ Foreign Portfolio Investor A Foreign Portfolio Investor who has been registered pursuant to the of Securities
and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014,
provided that any FII or QFI who holds a valid certificate of registration shall be
deemed to be a foreign portfolio investor till the expiry of the block of three years
for which fees have been paid as per the SEBI (Foreign Institutional Investors)
Regulations, 1995, as amended.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of
Fugitive Economic Offenders Act, 2018.
General Corporate Include such identified purposes for which no specific amount is allocated or any
Purposes amount so specified towards general corporate purpose or any such purpose by
whatever name called, in the offer document. Provided that any Offer related
expenses shall not be considered as a part of general corporate purpose merely
because no specific amount has been allocated for such expenses in the offer
document.
General Information Document The General Information Document for investing in public issues prepared and
(GID) issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23,
2013, notified by SEBI and updated pursuant to the circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the circular
(CIR/CFD/DIL/1/2016) dated January 1, 2016 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, circular
10Term Description
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019 and circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, issued by
SEBI. The General Information Document is available on the websites of the Stock
Exchanges and the Book Running Lead Manager.
Individual Investors (IIs)/ Individual investors including HUFs applying through their Karta and Eligible
Individual Bidders (IBs) NRI Bidders) who applied or bid for the 2 lots with minimum application size of
above ₹ 2,00,000.
Individual Investor Portions Portion of the Issue being not less than 35% of the Net Issue consisting of [●]
Equity Shares which shall be available for allocation to Individual Investors
(subject to valid Bids being received at or above the Issue Price), which shall not
be less than the minimum application size subject to availability in the Individual
Investor Portion, and the remaining Equity Shares to be Allotted on a proportionate
basis.
Issue / Public Offer / Offer size / Public Offer of upto 32,95,000* Equity Shares of face value ₹10.00 each of ARC
Initial Public Offer / Initial Public Insulation & Insulators Limited for cash at a price of ₹ [●] per Equity Shares
Offering / IPO / Present Issue (including premium of per ₹ [●] Equity Shares) aggregating ₹ [●] Lakh by our
Company.
*Subject to finalization of the Basis of Allotment
Issue Agreement The agreement dated January 07, 2025, and addendum to Issue Agreement dated
July 17, 2025 entered into between our Company, Selling Shareholder and the
Book Running Lead Manager, pursuant to which certain arrangements are agreed
to in relation to the Offer.
Issue Closing Date The date on which the Offer closes for subscription.
Issue Opening Date The date on which the Offer opens for subscription.
Issue Period The period between the Offer Opening Date and the Offer Closing Date, inclusive
of both days during which prospective bidders can submit their applications,
including any revisions thereof.
Issue Price The Final Price at which Equity Shares will be allotted to ASBA Bidders in terms
of the Red Herring Prospectus. The Equity Shares will be allotted to Anchor
Investors at Anchor Investor Offer Price in terms of the Red Herring Prospectus.
The Offer Price will be decided by our Company in consultation with the Book
Running Lead Manager on the pricing date in accordance with the Book Building
Process and the Red Herring Prospectus.
Issue Proceeds The proceeds of the Offer as stipulated by the Company. For further information
about use of the Offer Proceeds please see the chapter titled “Objects of the Offer”
beginning on page 103 of this Red Herring Prospectus.
Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement
to be signed between our Company and the Stock Exchange.
Lot Size The Market lot and Trading lot for the Equity Share is 1,000 and in multiples of
1,000 thereafter; subject to a minimum allotment of 1,000 Equity Shares to the
successful applicants.
Market Making Agreement Market Making Agreement dated January 07, 2025 and Revised Market Making
Agreement August 13, 2025, between our Company, Selling Shareholder, the
Book Running Lead Manager and Market Makers.
Market Maker Reservation Upto 1,65,000 Equity Shares of ₹10.00 each at ₹ [●] per Equity Share (including
Portion premium of ₹ [●] per Equity Share) aggregating to ₹ [●] Lakh reserved for
subscription by the Market Makers.
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognis
edFpi=yes&intmId=40 or such other website as may be updated from time to
time, which may be used by RIIs to submit Applications using the UPI Mechanism.
Minimum Promoters’ As per Regulation 236 of the SEBI ICDR Regulation, 2018 read along with SEBI
Contribution ICDR (Amendment) Regulations, 2025, aggregate of 20% of the fully diluted Post-
Issue Equity Share capital of our Company held by our Promoters which shall be
provided towards minimum promoters of 20% and locked-in for a period of three
years from the date of Allotment.
11Term Description
As per Regulation 238(b) of the SEBI ICDR Regulation, 2018 read along with
SEBI ICDR (Amendment) Regulations, 2025 Promoters’ holding in excess of
minimum promoters’ contribution shall be locked-in as follows:
(i) fifty percent of promoters’ holding in excess of minimum promoters’
contribution shall be locked in for a period of two years from the date of
allotment in the initial public offer; and
(ii) remaining fifty percent of promoters’ holding in excess of minimum
promoters’ contribution shall be locked in for a period of one year from the date
of allotment in the initial public offer.
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i
ntmId=40 or such other website as may be updated from time to time, which may
be used by UPI Bidders to submit Bids using the UPI Mechanism.
Mutual Fund A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
1996, as amended.
Mutual Fund Portion 5% of the Net QIB Portion, or [●] Equity Shares, which shall be available for
allocation to Mutual Funds only on a proportionate basis, subject to valid Bids
being received at or above the Offer Price.
Net Issue The Offer excluding the Market Maker Reservation Portion of upto 31,30,000
Equity Shares of face value of ₹ 10.00 each fully paid up for cash at a price of ₹ [
●] per Equity Share (including premium of ₹ [●] per Equity Share) aggregating
₹ [●] Lakh by our Company.
Net Proceeds Proceeds of the Offer that will be available to our Company, which shall be the
gross proceeds of the Offer less the Offer expenses.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allocated to the
Anchor Investors.
Non-Institutional Investors / NIIs Bidders that are not QIBs or Individual Investors and who have Bid for Equity
Shares for more than two lots (but not including NRIs other than Eligible NRIs).
Non-Institutional Applicant / All Bidders, that are not QIBs or Individual Investors and who have Bid for Equity
Investors Shares of more than two lots (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Issue being not less than 15 % of the Net Issue consisting of [●]
Equity Shares which shall be available for allocation on a proportionate basis to
Non-Institutional Bidders, subject to valid Bids being received at or above the
Issue Price or through such other method of allocation as may be introduced under
applicable law.
All Applicants, including FPIs which are individuals, corporate bodies and family
offices, that are not QIBs or Individual Investors and to whom allocation shall be
made in the following manner:
(a) one third of the portion available to non-institutional investors shall be reserved
for applicants with application size of more than two lots and up to such lots
equivalent to not more than ₹10 lakhs;
(b) two third of the portion available to non-institutional investors shall be reserved
for applicants with application size of more than ₹10 lakhs;
Provided that the unsubscribed portion in either of the sub-categories specified in
clauses (a) or (b), may be allocated to applicants in the other sub-category of Non-
Institutional Investors
Non-Resident A person resident outside India, as defined under FEMA Regulations
Non-Resident Indian / NRI A person resident outside India, who is a citizen of India, or a Person of Indian
Origin as defined under FEMA Regulations, as amended
NSE Emerge or NSE Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”)
Other Investor Investors other than Individual Investors. These include individual applicants other
than individual investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for.
OCB / Overseas Corporate Body Overseas Corporate Body means and includes an entity defined in clause (xi) of
Regulation 2 of the Foreign Exchange Management (Withdrawal of General
Permission to Overseas Corporate Bodies (OCB’s) Regulations 2003 and which
was in existence on the date of the commencement of these Regulations and
immediately prior to such commencement was eligible to undertake transactions
pursuant to the general permission granted under the Regulations. OCBs are not
allowed to invest in this Issue.
12Term Description
Offer This Initial Public Offer of upto 32,95,000* Equity Shares of face value of ₹10/-
each for cash at a price of ₹ [●] per Equity shares (including premium of ₹ [●] per
Equity Share) aggregating to ₹ [●] Lakhs comprising of Fresh Offer of upto
30,45,000 Equity Shares for cash at an Offer Price of ₹ [●]/- per Equity Share
aggregating to ₹ [●] Lakhs by our Company and Offer for sale of upto 2,50,000
Equity Shares for cash at an Offer Price of ₹ [●]/- per Equity Share aggregating to
₹ [●] Lakhs by the Selling Shareholder.
*Subject to Finalisation of Basis of Allotment
Offer Document Offer Document includes Draft Red Herring Prospectus / Red Herring Prospectus
/ Prospectus
Offer for Sale An offer for sale of upto 2,50,000 Equity Shares aggregating ₹ [●] Lakhs by the
Selling Shareholder as part of this Offer, in terms of the Red Hearing Prospectus
Offer Period The period between the Offer Opening Date and the Offer Closing Date inclusive
of both days and during which prospective Bidders can submit their bids.
Offer Price The final price at which Equity Shares will be Allotted to ASBA Bidders in terms
of the Red Herring Prospectus and the Prospectus. Equity Shares will be Allotted
to Anchor Investors at the Anchor Investor Offer Price in terms of the Red Herring
Prospectus.
The Offer Price will be decided by our Company and the Selling Shareholder in
consultation with the BRLM on the Pricing Date in accordance with the Book
Building Process and the Red Herring Prospectus.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the
proceeds of the Offer for Sale which shall be available to the Selling Shareholders.
For further information about use of the Offer Proceeds, see “Objects of the Offer”
on page 103 of this Red Herring Prospectus.
Offered Shares Shall mean the Equity Shares offered by the Selling Shareholder in the Offer by
way of Offer for Sale.
Pay-in-Period The period commencing on the Bid/Issue Opening date and extended till the
closure of the Anchor Investor Pay-in-Date.
Payment through electronic Payment through NECS, NEFT or Direct Credit, as applicable.
transfer of funds
Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, Company, partnership, limited liability
Company, joint venture, or trust or any other entity or organization validly
constituted and / or incorporated in the jurisdiction in which it exists and operates,
as the context requires.
Price Band Price Band of a minimum price (Floor Price) of ₹ 119.00 and the maximum price
(Cap Price) of ₹ 125.00 and includes revisions thereof. The Price Band will be
decided by our Company, Selling Shareholder in consultation with the Book
Running Lead Manager and advertised in two national daily newspapers (one each
in English and in Hindi) with wide circulation and one daily regional newspaper
with wide circulation at least two working days prior to the Bid/ Offer Opening
Date.
Pricing Date The date on which our Company, Selling Shareholder in consultation with the
Book Running Lead Manager, will finalize the Offer Price.
Prospectus The Prospectus to be filed with the Registrar of Companies in accordance with the
provisions of Section 26 & 32 of the Companies Act, 2013.
Public Issue Account The account to be opened with the Banker to the Offer under Section 40 of the
Companies Act, 2013 to receive monies from the ASBA Accounts on the
Designated Date.
QIB Category/ QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being [●] not
more than 50% of the Net Issue, consisting of [●] Equity Shares aggregating to ₹
[●] lakhs which shall be Allotted to QIBs (including Anchor Investors) on a
proportionate basis, including the Anchor Investor Portion (in which allocation
shall be on a discretionary basis, as determined by our Company in consultation
with the Book Running Lead Manager), subject to valid Bids being received at or
above the Offer Price or Anchor Investor Offer Price (for Anchor Investors).
Qualified Institutional Buyers or A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI
QIBs ICDR Regulations, 2018.
13Term Description
Red Herring Prospectus / RHP The Red Herring Prospectus to be issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which
will not have complete particulars of the price at which the Equity Shares will be
Issued and the size of the Offer, including any addenda or corrigenda thereto.
Refund Bank/ Refund Banker Bank which is / are clearing member(s) and registered with the SEBI as Bankers
to the Offer at which the Refund Account will be opened, in this case being Axis
Bank Limited.
Refund Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank,
from which refunds, if any, of the whole or part, of the Bid Amount to the Anchor
Investors shall be made.
Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals.
Registrar Agreement The Agreement between the Registrar to the Offer and the Issuer Company, Selling
Shareholder dated January 07, 2025 and addendum to Registrar to the Offer
Agreement July 17, 2025 in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer.
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure
Agents or RTAs Applications at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Registrar to the Offer Registrar to the Offer being Maashitla Securities Private Limited.
Revision Form Form used by the Applicants to modify the quantity of the Equity Shares or the
Applicant Amount in any of their ASBA Form(s) or any previous Revision
Form(s).
QIB Applicants and Non-Institutional Applicants are not allowed to withdraw or
lower their applications (in terms of quantity of Equity Shares or the Application
Amount) at any stage. Individual Applicants can revise their Application during
the Offer Period and withdraw their Applications until Offer Closing Date.
SCSB The banks registered with SEBI, offering services:
(a) in relation to ASBA (other than 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?doRecognised=yes , as
applicable or such other website as may be prescribed by SEBI from time to time;
and
(b) in relation to ASBA (using the UPI Mechanism), a list of which is available on
the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes , or
such other website as may be prescribed by SEBI from time to time.
Applications through UPI in the Issue can be made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and
mobile application, which, are live for applying in public issues using UPI
Mechanism is available on the website of SEBI a
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&i
ntmId=43 , as updated from time to time.
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a
list of which is included in the ASBA Form
SCORES SEBI Complaints Redress System, a centralized web-based complaints redressal
system launched by SEBIs
Securities laws Means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories
Act, 1996 and the rules and regulations made thereunder, and the general or special
orders, guidelines or circulars made or issued by the Board thereunder and the
provisions of the Companies Act, 2013 or any previous company law and any
subordinate legislation framed thereunder, which are administered by the Board.
Share Escrow Agent Share Escrow Agent appointed pursuant to the Share Escrow Agreement, in this
case being, Axis Bank Limited
Share Escrow Share Escrow Agreement dated July 17, 2025 entered into amongst the Selling
Agreement Shareholder, our Company and the Share Escrow Agent in connection with the
transfer of Equity Shares under the Offer by the Selling Shareholder and credit of
such Equity Shares to the demat account of the Allottees.
SME Exchange Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”)
14Term Description
Specified Locations Collection centers where the SCSBs shall accept application form, a list of which
is available on the website of SEBI ( https://www.sebi.gov.in/ ) and updated from
time to time.
Specified Securities Equity shares offered through this Red Herring Prospectus.
Sub Syndicate Member A SEBI Registered member of National Stock Exchange of India Limited
appointed by the Book Running Lead Manager and/ or syndicate member to act as
a Sub Syndicate Member in the Offer.
Syndicate Includes the Book Running Lead Manager, Syndicate Members and Sub Syndicate
Members
Syndicate Agreement The agreement dated July 17, 2025 entered amongst our Company, Selling
Shareholder, the Book Running Lead Manager and the Syndicate Members, in
relation to the collection of Bids in this Issue.
Syndicate ASBA Bidding Bidding Centers where an ASBA Bidder can submit their Bid in terms of SEBI
Locations Circular no. CIR/CFD/DIL/1/2011 dated April 29, 2011, namely Mumbai,
Chennai, Kolkata, Delhi
Syndicate Members/ Members of Intermediaries registered with SEBI eligible to act as a syndicate member and who
the Syndicate is permitted to carry on the activity as an underwriter, in this case being Gretex
Share Broking Limited.
Systemically Important Systemically important non-banking financial company as defined under
Nonbanking Financial Company Regulation 2(1)(iii) of the SEBI ICDR Regulations.
Transaction Registration Slip/ The slip or document issued by the member of the Syndicate or SCSB (only on
TRS demand) as the case may be, to the Applicant as proof of registration of the
Application.
SEBI (ICDR) Regulations/ ICDR SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 issued by
Regulation/ Regulation SEBI on September 11, 2018, as amended, including instructions and clarifications
issued by SEBI from time to time.
SEBI (Venture Capital) Securities Exchange Board of India (Venture Capital) Regulations, 1996 as
Regulations amended from time to time.
Sponsor Bank The Banker to the Offer registered with SEBI which is appointed by the issuer to
act as a conduit between the Stock Exchanges and the National Payments
Corporation of India in order to push the mandate collect requests and / or payment
instructions of the Individual Investors into the UPI, the Sponsor Bank in this case
being Axis Bank Limited.
Underwriter Gretex Corporate Services Limited and Gretex Share Broking Limited.
Underwriting Agreement The agreement dated January 07, 2025 and addendum to Underwriting, agreement
dated July 17, 2025 entered between the Underwriters, our Company, Selling
Shareholder and the Book Running Lead Manager.
UPI Circulars SEBI circular no. CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 SEBI
circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI Circular no SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020,
SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31,
2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021,
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 SEBI
Circular No: SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30,
2022.and any subsequent circulars or notifications issued by SEBI in this regard.
UPI Unified Payments Interface (UPI) is an instant payment system developed by the
NPCI. It enables merging several banking features, seamless fund routing &
merchant payments into one hood. UPI allows instant transfer of money between
any two persons bank accounts using a payment address which uniquely identifies
a person's bank a/c.
UP ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the National Payments Corporation of India (NPCI)
UPI Mandate Request A request (intimating the RII by way of a notification on the UPI application and
by way of a SMS directing the RII to such UPI application) to the RII initiated by
15Term Description
the Sponsor Bank to authorise blocking of funds on the UPI application equivalent
t o Application Amount and subsequent debit of funds in case of Allotment.
UPI mechanism The bidding mechanism that may be used by an Individual Investor to make an
Application in the Issue in accordance with SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 01, 2018 read with SEBI
circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019 and SEBI
circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019 circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019.
UPI PIN Password to authenticate UPI transaction.
U.S. Securities Act U.S. Securities Act of 1933, as amended.
Venture Capital Fund/ VCF Foreign Venture Capital Funds (as defined under the Securities and Exchange
Board of India (Venture Capital Funds) Regulations, 1996) registered with SEBI
under applicable laws in India
Willful Defaulter(s) Willful defaulter as defined under Regulation 2(1)(lll) of the SEBI (ICDR)
Regulations, 2018.
Working Days All days on which commercial banks in Kolkata are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid/Issue
Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays and
public holidays, on which commercial banks in Mumbai are open for business; (c)
the time period between the Bid / Offer Closing Date and the listing of the Equity
Shares on the Stock Exchanges, “Working Day” shall mean all trading days of
Stock Exchanges, excluding Sundays and bank holidays, as per the circulars issued
by SEBI.
CONVENTIONAL AND GENERAL TERMS
Term Description
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under SEBI
AIF Regulations.
Air Act The Air (Prevention and Control of Pollution) Act, 1981
ASBA Applications Supported by Blocked Amount
Authorized Dealers Authorized Dealers registered with RBI under the Foreign Exchange Management
(Foreign Currency Accounts) Regulations, 2000
Category I Foreign Portfolio FPIs registered as Category I Foreign Portfolio Investors under the SEBI FPI
Investor(s) Regulations.
Category II Foreign Portfolio An FPI registered as a Category II Foreign Portfolio Investor under the SEBI FPI
Investor(s) Regulations.
Category III Foreign Portfolio FPIs registered as category III FPIs under the SEBI FPI Regulations, which shall
Investor(s) include all other FPIs not eligible under category I and II foreign portfolio
investors, such as endowments, charitable societies, charitable trusts, foundations,
corporate bodies, trusts, individuals and family offices.
CGST Central GST
COPRA The Consumer Protection Act, 2019
Companies Act Companies Act, 1956 (without reference to the provisions thereof that have ceased
to have effect upon notification of the Notified Sections) and the Companies Act,
2013, to the extent in force pursuant to the notification of the Notified Sections,
read with the rules, regulations, clarifications and modifications thereunder.
Companies Act 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the
Notified Sections, read with the rules, regulations, clarifications and modifications
thereunder.
Consolidated FDI Policy The current consolidated FDI Policy, effective from August 28, 2017, issued by
the Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India, and any modifications thereto or substitutions
thereof, issued from time to time
Contract Act The Indian Contract Act, 1872
CSR Corporate Social Responsibility
Depositories Act The Depositories Act, 1996
Depository A depository registered with the SEBI under the Securities and Exchange Board
of India (Depositories and Participants) Regulations, 1996
DIN Director Identification Number
16Term Description
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, GOI
DP Depository Participant
DP ID Depository Participant’s identity number
DTC Direct Tax Code, 2013
EBITDA Earnings Before Interest, Tax, Depreciation and Amortization
EBITDA Margin EBITDA divided by Revenue from Operations
ECS Electronic Clearing System
EGM Extraordinary General Meeting
Electricity Act The Electricity Act, 2003
Environment Protection Act The Environment (Protection) Act, 1986
EPA The Environment Protection Act, 1986
EPF Act The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
EPS Earnings per share
e-RUPI Prime Minister Narendra Modi launched a contactless, prepaid, electronic prepaid
system
ER Act The Equal Remuneration Act, 1976
ESI Act The Employees’ State Insurance Act, 1948
FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance with the
FEMA
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
there under
FEMA 2000 The Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000
FII(s) Foreign Institutional Investors as defined under SEBI FPI Regulations
Financial Year / Fiscal Year / FY The period of 12 months commencing on April 1 of the immediately preceding
calendar year and ending on March 31 of that calendar year
FIPB Foreign Investment Promotion Board
Foreign Portfolio Investor or FPIs A foreign portfolio investor, as defined under the SEBI FPI Regulations and
registered with SEBI under applicable laws in India.
FRP Fiber Reinforced Polymer
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI
GAAP Generally Accepted Accounting Principles
GIR Number General Index Registry Number
GoI / Government Government of India
Gratuity Act The Payment of Gratuity Act, 1972
GST Act The Central Goods and Services Tax Act, 2017
Hazardous Wastes Rules Hazardous Wastes (Management, Handling and Trans boundary Movement)
Rules, 2008
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
ID Act The Industrial Disputes Act, 1947
IDRA The Industrial (Development and Regulation) Act, 1951
IE Act The Indian Easements Act, 1882
IEM Industrial Entrepreneurs Memorandum
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
IGST Integrated GST
IT Act Income Tax Act, 1961
Indian GAAP Generally Accepted Accounting Principles in India
INR or Rupee or ₹ or Rs. Indian Rupee, the official currency of the Republic of India
Insider Trading Regulations The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended.
IPO Initial Public Offering
ISIN International Securities Identification Number
KMP Key Managerial Personnel
Ltd. Limited
17Term Description
Maternity Benefit Act Maternity Benefit Act, 1961
M. A Master of Arts
M.B.A. Master of Business Administration
MCA The Ministry of Corporate Affairs, GoI
M.Com Master of Commerce
MCI Ministry of Commerce and Industry, GoI
Mill & Fill Removing the existing surface layer with a milling machine and then transporting
the material to a storage facility
MSME Micro, Small and Medium Enterprise
MSMED Act The Micro, Small and Medium Enterprises Development Act, 2006
MWA Minimum Wages Act, 1948
MoEF Ministry of Environment and Forests
MoF Ministry of Finance, Government of India
MOU Memorandum of Understanding
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
Networth Networth as defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations
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
audited balance sheet, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation
NI Act The Negotiable Instruments Act, 1881
Noise Regulation Rules The Noise Pollution (Regulation & Control) Rules 2000
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA and
are currently in effect
NPV Net Present Value
NR / Non-resident A person resident outside India, as defined under the FEMA and includes a Non-
resident Indian
NRE Account Non-Resident External Account established and operated in accordance with the
FEMA
NRIs Non-Resident Indians
NRO Account Non-Resident Ordinary Account established and operated in accordance with the
FEMA
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
Pcs Pieces
P/E Ratio Price / Earnings Ratio
PAN Permanent account number
Petroleum Act Petroleum Act, 1934
Petroleum Rules Petroleum Rules, 2002
PAT Profit after Tax
PAT Margin PAT for the period/year divided by revenue from operations
PIL Public Interest Litigation
POB Act Payment of Bonus Act, 1965
PPP Public Private Partnership
Public Liability Act / PLI Act The Public Liability Insurance Act, 1991
Pvt. / (P) Private
PWD Public Works Department of state governments
QFI(s) Qualified Foreign Investor(s) as defined under the SEBI FPI Regulations
QIC Quarterly Income Certificate
RBI The Reserve Bank of India
R&D Research & Development
Registration Act The Indian Registration Act, 1908
RoC or Registrar of Companies The Registrar of Companies
ROCE Return on Capital Employed
ROE Return on Equity
RONW Return on Networth
RTGS Real Time Gross Settlement
18Term Description
Rule 144A Rule 144A under the U.S. Securities Act, 1933
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI (ICDR) Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended, including instructions and
clarifications issued by SEBI from time to time
SEBI (LODR) Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, including instructions and
clarifications issued by SEBI from time to time
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternate Investment Funds) Regulations,
2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
Sec. Section
SGST State GST
SHWW / SHWW Act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
SICA Sick Industrial Companies (Special Provisions) Act, 1985
SME Small and Medium Enterprise
STT Securities Transaction Tax
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, as amended from time to time.
TM Act The Trademarks Act, 1999
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
U.S. Securities Act The United States Securities Act, 1933
US$ or USD or US Dollars United States Dollar, the official currency of the United States of America
USA or U.S. or US United States of America
VAT Value Added Tax
Wages Act Payment of Wages Act, 1936
Water Act The Water (Prevention and Control of Pollution) Act, 1974
WCA The Workmen’s Compensation Act, 1923
Willful Defaulter A willful defaulter, as defined under Regulation 2(1)(III) of the SEBI ICDR
Regulations, means a person or an issuer who or which is categorized as a willful
defaulter by any bank or financial institution (as defined under the Companies Act,
2013) or consortium thereof, in accordance with the guidelines on willful
defaulters issued by the Reserve Bank of India
TECHNICAL / INDUSTRY RELATED TERMS
Term Full Form
APC Air Pollution Control
B2B Business to Business
BIS Bureau of Indian Standards
CAGR Compounded Annual Growth Return
CFRP Carbon Fiber Reinforced Polymer
DG Diesel Generator
DSIR Department of Scientific & Industrial Research
EBITDA Earnings Before Interest, Tax, Depreciation and Amortization
ECLGS Emergency Credit Linked Guarantee Scheme
EMI Equal Monthly Instalments
EPCG Export Promotion Capital Goods
ERP Enterprise Resource Planning
FDI Foreign Direct Investment
FRP Fiber Glass Reinforce Polymers
WOC The World of Concrete India
GFRP Glass Fiber Reinforce Polymers
19FIPB Foreign Investment Promotion Board
FY Financial Year
FRP Fiber Reinforced Plastic
GDP Gross Domestic Product
GRP Glass Reinforce Polymers
IMF International Monetary Fund
ISO International Organization for Standardization
ITR Income Tax Return
KPI Key performance indicators
KVA Kilo-Volt-Amphere
LC Letter of Credit
LLP Limited Liability Partnership
MDB Multilateral Development Banks
MMS Moulded mounting structure
MSME Micro, Small, and Medium Enterprises
MTR Meter
MW Mega Watt
NSO National Statistical Office
PAT Profit After Tax
PM Prime Minister
PMAY Pradhan Mantri Aawas Yojna
QMS Quality Management System
R&D Research and development
SME Small and Medium Enterprise
SPCB State Pollution Control Board
SSI Small Scale Industries
UV Ultraviolet
IRC Indian Road Congress
UPS Uninterruptible Power Supplies
CAD Current Account Deficit
MoSPI Ministry of Statistics & Programme Implementation
CPI India’s Consumer Price Index
DII Domestic Institutional Investors
RMS Rabi Marketing Season
LMT Lakh Metric Tonnes
KMS Kharif Marketing Season
DPIIT Department for Promotion of Industry, and Internal Trade
CGSS Credit Guarantee Scheme for Start-ups
TTDF Telecom Technology Development Fund
USOF Universal Service Obligation Fund
CAZRI Central Arid Zone Research Institute
ICAR Indian Council of Agricultural Research
DPA Deendayal Port Authority
BOT Build-Operate-Transfer
AIDef AI in Defence
ICAR Indian Council of Agricultural Research
CEPA India-UAE Comprehensive Partnership Agreement
PLI Production-Linked Incentive
SEZ Special Economic Zone
NaBFID National Bank for Financing Infrastructure and Development
EPFO Employees' Provident Fund Organization
ABBREVIATIONS
Abbreviation Full Form
AS / Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants of India
A/c Account
AGM Annual General Meeting
ASBA Applications Supported by Blocked Amount
Amt Amount
20Abbreviation Full Form
AIF Alternative Investment Funds registered under the Securities and Exchange
Board of India (Alternative Investment Funds) Regulations, 2012, as amended.
AY Assessment Year
AOA Articles of Association
Approx Approximately
B. A Bachelor of Arts
BBA Bachelor of Business Administration
B. Com Bachelor of Commerce
B. E Bachelor of Engineering
B.Sc. Bachelor of Science
B. Tech Bachelor of Technology
Bn Billion
BG / LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
CDSL Central Depository Services (India) Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation of Allocation Note
CA Chartered Accountant
CB Controlling Branch
CC Cash Credit
CCI The Competition Commission of India
CFO Chief Financial Officer
CGST Central GST
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CS Company Secretary
CSR Corporate Social Responsibility
CS & CO Company Secretary & Compliance Officer
CENVAT Central Value Added Tax
CST Central Sales Tax
CWA / ICWA Cost and Works Accountant
CMD Chairman and Managing Director
Depository or Depositories National Securities Depository Limited and Central Depository Services (India)
Limited
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce,
Government of India
DP Depository Participant
DP ID Depository Participant’s Identification Number
EBITDA Earnings Before Interest, Taxes, Depreciation & Amortisation
ECS Electronic Clearing System
ESIC Employee’s State Insurance Corporation
EPS Earnings Per Share
EGM / EOGM Extraordinary General Meeting
NSE Emerge Emerge Platform of National Stock Exchange India Limited (“NSE Emerge”)
ESOP Employee Stock Option Plan
EXIM / EXIM Policy Export – Import Policy
FCNR Account Foreign Currency Non-Resident Account
FIPB Foreign Investment Promotion Board
FY / Fiscal / Financial Year Period of twelve months ended March 31 of that year, unless otherwise stated
FEMA Foreign Exchange Management Act, 1999 as amended from time to time, and the
regulations framed there under.
FCNR Account Foreign Currency Non-Resident Account
FBT Fringe Benefit Tax
FDI Foreign Direct Investment
FIs Financial Institutions
FIIs Foreign Institutional Investors (as defined under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India) Regulations,
2000) registered with SEBI under applicable laws in India
21Abbreviation Full Form
FPIs “Foreign Portfolio Investor” means a person who satisfies the eligibility criteria
prescribed under regulation 4 and has been registered under Chapter II of
Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014, which shall be deemed to be an intermediary in terms of the
provisions of the SEBI Act, 1992.
FTA Foreign Trade Agreement.
FVCI Foreign Venture Capital Investors registered with SEBI under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.
FV Face Value
GoI / Government Government of India
GDP Gross Domestic Product
GAAP Generally Accepted Accounting Principles in India
GST Goods and Service Tax
GVA Gross Value Added
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICAI (Previously known as The Institute of Cost Accountants of India
ICWAI)
IMF International Monetary Fund
INR / Rupees / Rs. Indian Rupees, the legal currency of the Republic of India
IIP Index of Industrial Production
IPO Initial Public Offer
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
HNI High Networth Individual
i.e. That is
I.T. Act Income Tax Act, 1961, as amended from time to time
IT Authorities Income Tax Authorities
IT Rules Income Tax Rules, 1962, as amended, except as stated otherwise
Indian GAAP Generally Accepted Accounting Principles in India
IRDA Insurance Regulatory and Development Authority
KMP Key Managerial Personnel
BRLM Book Running Lead Manager
Ltd. Limited
MAT Minimum Alternate Tax
MoF Ministry of Finance, Government of India
M-o-M Month-On-Month
MOU Memorandum of Understanding
M. A Master of Arts
M. B. A Master of Business Administration
M. Com Master of Commerce
Mn Million
M. E Master of Engineering
MRP Maximum Retail Price
M. Tech Master of Technology
Merchant Banker Merchant Banker as defined under the Securities and Exchange Board of India
(Merchant Bankers) Regulations, 1992
MAPIN Market Participants and Investors Database
MSMEs Micro, Small and medium Enterprises
MoA Memorandum of Association
MRP Maximum Retail Price
NA Not Applicable
NEFT National Electronic Funds Transfer
NECS National Electronic Clearing System
NAV Net Asset Value
NPV Net Present Value
NRIs Non-Resident Indians
NRE Account Non-Resident External Account
NRO Account Non-Resident Ordinary Account
NOC No Objection Certificate
22Abbreviation Full Form
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
P.A. Per Annum
PF Provident Fund
PG Post Graduate
PAC Persons Acting in Concert
P / E Ratio Price / Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
PLI Postal Life Insurance
POA Power of Attorney
PSU Public Sector Undertaking(s)
Pvt. Private
RBI The Reserve Bank of India
ROE Return on Equity
R&D Research & Development
RONW Return on Networth
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SCSB Self-Certified Syndicate Banks
SEBI Securities and Exchange Board of India
SICA Sick Industrial Companies (Special provisions) Act, 1985, as amended from time
to time
SME Small and Medium Enterprises
STT Securities Transaction Tax
Sec. Section
TAN Tax Deduction Account Number
TRS Transaction Registration Slip
TIN Taxpayers Identification Number
UAE United Arab Emirates
US / United States United States of America
UPI Unified Payments Interface as a payment mechanism through National Payments
Corporation of India with Application Supported by Block Amount for
applications in public issues by individual investors through SCSBs
USD / US$ / $ United States Dollar, the official currency of the Unites States of America
VCF / Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and Exchange
Board of India (Venture Capital Funds) Regulations, 1996) registered with SEBI
under applicable laws in India.
VAT Value Added Tax
w.e.f. With effect from
YoY Year over Year
The words and expressions used but not defined in this Red Herring Prospectus will have the same meaning as assigned
to such terms under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”),
the SCRA, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 the Depositories Act and the rules
and regulations made thereunder.
Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Special Tax
Benefits”, “Industry Overview”, “Regulations and Policies in India”, “Financial Information of the Company”,
“Outstanding Litigations and Material Developments” and “Issue Procedure”, will have the meaning ascribed to such
terms in these respective sections.
23CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF FINANCIAL PRESENTATION
In this Red Herring Prospectus, the terms “we”, “us”, “our”, the “Company”, “our Company” and “ARC
Insulation”, “ARC INSULATION & INSULATORS”, “ARCIIL” “ARC” unless the context otherwise indicates or
implies, refers to ARC INSULATION & INSULATORS LIMITED.
CERTAIN CONVENTION
All references in this Red Herring Prospectus to “India” are to the Republic of India. In this Red Herring Prospectus,
our Company has presented numerical information in “lakhs” units. One lakh represents 1,00,000.
FINANCIAL DATA
Unless stated otherwise, the financial data in this Red Herring Prospectus is derived from our Audited Restated Financial
Statements of Assets and Liabilities, Profit and Loss and Cash Flow Statement of our Company for the Financial Year
ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with Indian GAAP, the Companies
Act and restated in accordance with the SEBI (ICDR) Regulations, Guidance Note on “Reports in Company Prospectus
(Revised 2019)” issued by ICAI and the Indian GAAP which are included in this Red Herring Prospectus, and set out
in “Financial Statements as Restated” on page 222 of this Red Herring Prospectus.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are
due to rounding off. All figures in decimals have been rounded off to the two decimal place and all percentage figures
have been rounded off to two decimal places and accordingly there may be consequential changes in this Red Herring
Prospectus.
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31
of that calendar year, so all references to a particular financial year are to the 12-month period commencing on April 1
of the immediately preceding calendar year and ending on March 31 of that particular calendar year.
There are significant differences between Indian GAAP and IND (AS). Accordingly, the degree to which the Restated
Financial Statements included in this Red Herring Prospectus will provide meaningful information is entirely dependent
on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian
accounting practices, Indian GAAP, IND (AS), the Companies Act and the SEBI (ICDR) Regulations, on the Restated
Financial Statements presented in this Red Herring Prospectus should accordingly be limited. Although we have
included a summary of qualitative and quantitative differences between Indian GAAP and IND (AS), our financial
statements reported under IND (AS) in future accounting periods may not be directly comparable with our financial
statements historically prepared in accordance with Indian GAAP, including disclosed in this Red Herring Prospectus.
You should consult your own advisors regarding such differences and their impact on our financial data.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of
Financial Position and Results of Operations” and elsewhere in this Red Herring Prospectus unless otherwise indicated,
have been calculated on the basis of the Company’s restated financial statements prepared in accordance with the
applicable provisions of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations,
as stated in the report of our Statutory Auditor, set out in the section titled ‘Financial Statements as Restated’ beginning
on page 222 of this Red Herring Prospectus.
For additional definitions used in this Red Herring Prospectus, see the section “Definitions and Abbreviations” on page
4 of this Red Herring Prospectus. In the section titled “Main Provisions of the Articles of Association”, on page 316 of
the Red Herring Prospectus defined terms have the meaning given to such terms in the Articles of Association of our
Company.
CURRENCY AND UNITS OF PRESENTATION
In this Red Herring Prospectus, unless the context otherwise requires, all references to:
(a) ‘Rupees’ or ‘₹’ or ‘Rs.’ or ‘INR’ are to Indian rupees, the official currency of the Republic of India;
(b) ‘US Dollars’ or ‘US $’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of
America.
All references to the word ‘Lakh’ or ‘Lakhs’, ‘Lac’ or ‘Lacs’, means ‘One hundred thousand’ and the word ‘Million’
means ‘Ten lakh’ and the word ‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means ‘One Thousand Million’.
24Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management's Discussion and Analysis of
Financial Condition and Results of Operations” and elsewhere in this Red Herring Prospectus, unless otherwise
indicated, have been calculated based on our financial statements as restated prepared in accordance with Indian GAAP.
DEFINITIONS
For definitions, please see the Chapter titled “Definitions and Abbreviations” on page 4 of this Red Herring Prospectus.
In the Section titled “Main Provisions of Articles of Association” beginning on page 316 of this Red Herring Prospectus,
defined terms have the meaning given to such terms in the Articles of Association.
INDUSTRY AND MARKET DATA
Unless stated otherwise, industry and market data used throughout this Red Herring Prospectus has been obtained or
derived from Internal Company reports and industry and Government publications, publicly available information and
sources. Industry and Government publications generally state that the information contained in those publications has
been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed, and their
reliability cannot be assured. Although, our Company believes that industry data used in this Red Herring Prospectus is
reliable, it has not been independently verified either by the Company or the Book Running Lead Manager or any of
their respective affiliates or advisors.
Further, the extent to which the industry and market data presented in this Red Herring Prospectus is meaningful depends
on the reader's familiarity with and understanding of, the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which we conduct our business, and methodologies and
assumptions may vary widely among different industry sources. Accordingly, investment decisions should not be based
solely on such information.
In accordance with the SEBI (ICDR) Regulations, “Basis for Offer Price” on page 120 of this Red Herring Prospectus
includes information relating to our peer group entities. Such information has been derived from publicly available
sources, and neither we, nor the Book Running Lead Manager have independently verified such information. Such data
involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those
discussed in “Risk Factors” on page 36 of this Red Herring Prospectus.
EXCHANGE RATES
This Red Herring Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI (ICDR) Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any particular
rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian
Rupee and other foreign currencies:
For the Financial Year ended on
Currency
March 31, 2025 March 31, 2024 March 31, 2023
1 USD* 85.58 83.37 82.22
1 Russian Ruble 1.01 0.90 1.06
* If the RBI reference rate is not available on a particular date due to a public holiday, exchange rate of the previous working day
has been disclosed.
*Source:For USD: www.fbil.org.in
For Russian Ruble : https://www.xe.com
All figures are rounded up to two decimals.
TIME
All references to time in this Red Herring Prospectus are to Indian Standard Time. Unless stated otherwise, or the context
requires otherwise, all references to a “year” in this Red Herring Prospectus are to a calendar year.
25FORWARD LOOKING STATEMENTS
All statements contained in this Red Herring Prospectus that are not statements of historical fact constitute forward-
looking statements. All statements regarding our expected financial condition and results of operations, business, plans
and prospects are forward-looking statements. These forward-looking statements include statements with respect to our
business strategy, our revenue and profitability, our projects and other matters discussed in this Red Herring Prospectus
regarding matters that are not historical facts. Investors can generally identify forward-looking statements by the use of
terminology such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”,
“will”, “will continue”, “will pursue”, “contemplate”, “future”, “goal”, “propose”, “will likely result”, “will seek to” or
other words or phrases of similar import. All forward looking statements (whether made by us or any third party) are
predictions and are subject to risks, uncertainties and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.
Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future
performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on
currently available information. Although we believe the assumptions upon which these forward-looking statements are
based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based
on these assumptions could be incorrect.
Further, the actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the our
Sector in India where we have our businesses and our ability to respond to them, our ability to successfully implement
our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and
political conditions in India and overseas which have an impact on our business activities or investments, the monetary
and fiscal policies of India and other jurisdictions in which we operate, inflation, deflation, unanticipated volatility 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 and / or acts of violence. Other important factors that could cause actual results to differ
materially from our expectations include, but are not limited to, the following:
• Geographical concentration of business to key cities;
• Disruption in our manufacturing facility;
• Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;
• Recession in the market;
• Changes in laws and regulations relating to the industries in which we operate;
• Our ability to meet our capital expenditure requirements;
• Failure to adapt to the changing technology in our industry of operation may adversely affect our business and
financial condition;
• The performance of the financial markets in India and globally;
• Our ability to effectively manage a variety of business, legal, regulatory, economic, social and political risks
associated with our operations;
• Our failure to keep pace with rapid changes in the sector in which we operate;
• Our ability to expand our geographical area of operation;
• Concentration of ownership among our Promoters;
• Failure to obtain, maintain or renew our statutory and regulatory approvals, licenses and registrations required to
operate our business.
• Significant increases in prices of, or shortages of, or disruption in supply of labour and key building materials;
• Our reliance on internet network and our ability to utilize systems in an uninterrupted manner;
26• Our ability to attract, retain and manage qualified personnel;
• Dependencies on our development partners to fulfil their obligations under the respective joint development
agreements;
• Our ability to protect our intellectual property rights and not infringing intellectual property rights of other parties;
• Failure to adapt to the changing scenarios in our industry of operation may adversely affect our business and
financial condition;
• General economic and business conditions in India and other countries;
For further discussions of factors that could cause our actual results to differ, please see the section titled “Risk Factors”,
chapters titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 36, 142 and 223 of this Red Herring Prospectus, respectively. By their nature, certain
market risk disclosures are only estimates and could be materially different from what occurs in the future. As a result,
actual future gains or losses could materially differ from those that have been estimated.
There can be no assurance to investors that the expectations reflected in these forward-looking statements will prove to
be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements to be a guarantee of our future performance.
Forward looking statements reflects views as of the date of the Red Herring Prospectus and not a guarantee of future
performance. By their nature, certain market risk disclosures are only estimates and could be materially different from
what occurs in the future. As a result, actual future gains or losses could materially differ from those that have been
estimated. Neither our Company / our Directors nor the Book Running Lead Manager, nor any of its 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
SEBI requirements, our Company and the Book Running Lead Manager will ensure that investors in India are informed
of material developments until the listing and trading permission is granted by the Stock Exchange(s).
In accordance with the SEBI ICDR Regulations, our Company, will ensure that the Bidders in India are informed of
material developments from the date of this Red Herring Prospectus until the time of the grant of listing and trading
permission by the Stock Exchange for the Equity Shares pursuant to the Offer. The Selling Shareholder shall ensure that
it will keep the Company and BRLM informed of all material developments pertaining to its respective portion of the
Equity Shares under the Offer for Sale, as Selling Shareholder from the date of this Red Herring Prospectus until receipt
of final listing and trading approvals by the Stock Exchange for this Offer, that may be material from the context of the
Offer.
27SECTION II: SUMMARY OF OFFER DOCUMENT
The following is a general summary of the terms of the Offer included in this Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Red Herring Prospectus when filed,
or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its
entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus, including the sections
titled “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Our Industry”, “Our Business”,
“Our Promoters and Promoter Group”, “Financial Information”, “Outstanding Litigation and Other Material
Developments” and “Issue Procedure” on pages 36,70, 88, 103, 129, 142, 212, 222, 239 and 280 respectively of this
Red Herring Prospectus.
A. OVERVIEW OF INDUSTRY
The Glass Fiber Reinforced Polymers (GFRP)/ Fiberglass Reinforced Plastic (FRP) industry in India plays a pivotal role
in the nation’s economic development, driven by its contributions across multiple industrial sectors. As a leading
manufacturer of GFRP/ FRP tubes, products, and ladders, the industry supports key areas including Infrastructure, Power,
Cooling Tower, Chemical, Composite, Electrical Substation, Metal & Mining and others. In India, the GFRP / FRP
industry is integral to the country’s infrastructure growth and industrial expansion. The mining sector benefits from
GFRP/ FRP's durability and resistance to harsh conditions, while the chemical and petrochemical industries rely on
GFRP/FRP’s ability to withstand corrosive environments.
For further details kindly refer to chapter titled “Overview of Industry” beginning on pages 129 of this Red Herring
Prospectus.
B. OVERVIEW OF BUSINESS
Our company was incorporated on September 10, 2008, specializing in the manufacturing and supply of Glass Fiber
Reinforced Polymers (“GFRP”)/ Fiber Reinfored Polymers (“FRP”) composite/constituency products. Our offerings
include GFRP/FRP Rebars, GFRP/FRP Granting Walkways, GFRP/FRP Pipelines, GFRP/FRP Tubes, GFRP/FRP
Fencing for Transformers, GFRP/FRP Cable Trays, and other related products designed for industrial, energy and
marine’s sectors. In addition to our core business, the company acquired the ongoing business of our promoter, ‘M/s
ARC Insulation & Insulators,’ a sole proprietorship, through a business transfer agreement dated June 01, 2009.
For further details kindly refer to chapter titled “Business Overview” beginning on pages 142, of this Red Herring
Prospectus.
C. OUR PROMOTERS
As on date of filing of Red Herring Prospectus our company is promoted by Mr. Manish Bajoria, M/s. Swabhumi
Distributors Private Limited, Ms. Neelam Bajoria, M/s. Manish Bajoria HUF and Mr. Ashish Bajoria.
For further details kindly refer to chapter titled “Our Promoter and Promoter Group” beginning on pages 212, of this
Red Herring Prospectus.
D. DETAILS OF THE OFFER
Equity Shares Offered Issue of upto 32,95,000* Equity Shares of ₹ 10.00 each for cash at a price of ₹ [●]
Present Offer of Equity per Equity Share (including premium of ₹ [●] per Equity Share) aggregating to ₹ [●]
Shares by our Company^. Lakhs
The Offer consists of:
Fresh Issue Up to 30,45,000 Equity Shares of face value of ₹10/- each fully paid for cash at a
price of ₹[●]/- per Equity Share aggregating ₹ [●] Lakhs
Offer for Sale(1) Up to 2,50,000 Equity Shares of face value of ₹10/- each fully paid for cash at a price
of ₹ [●] /- per Equity Share aggregating ₹ [●] Lakhs
Out of which:
Market Maker Reservation Upto 1,65,000 Equity Shares of ₹ 10.00 each fully paid-up of our Company for cash
Portion at a price of ₹[●] per Equity Share (including premium of ₹ [●] per Equity Share)
aggregating to ₹ [●] Lakhs.
Net Offer to the Public Upto 31,30,000 Equity Shares of ₹ 10.00 each fully paid-up of our Company for cash
at a price of ₹ [●] per Equity Share (including premium of ₹ [●] per Equity Share)
aggregating to ₹ [●] Lakhs.
* Subject to finalization of the Basis of Allotment
28^The Offer has been authorised pursuant to the resolutions dated September 21, 2024 and September 23, 2024, passed by the Board
and Shareholders of the Company respectively.
(1) The Selling Shareholder has confirmed and authorized its participation in the offer for sale in relation to the offered Shares. The
Selling Shareholder confirm that the offered shares have been held by it for a period of at least one year prior to the filing of this Red
Herring Prospectus with NSE Emerge in accordance with Regulation 8 of the SEBI ICDR Regulations or are otherwise eligible for
being offered for sale in the offer in accordance with the provisions of the SEBI ICDR Regulations. For details on the authorization
and consent of the selling shareholder in relation to the offered shares, see “The Offer” and “Other Regulatory and Statutory
Disclosures” on pages 70 and 253, respectively.
E. OBJECT OF THE OFFER
This Offer Document comprises of Fresh Issue of upto 30,45,000 Equity Shares by our Company aggregating to ₹ [●]
Lakhs and an Offer for Sale of up to 2,50,000 Equity Shares by the Selling Shareholder. Our Company will not receive
any proceeds received from the Offer for Sale by the Selling Shareholder. However, except for the listing fees which
shall be solely borne by our Company, all offer expenses will be shared, upon successful completion of the Offer, between
our Company and the Selling Shareholder on a pro-rata basis, in proportion to the Equity Shares issued and allotted by
our Company in the Fresh Issue and the offered shares sold by the Selling Shareholder in the Offer for Sale.
The Net Proceeds of the Offer are proposed to be used in accordance with the details provided in the following table:
(₹ in Lakhs)
Amount Amount to be financed and
financed / to be deployed from Net IPO
Total
Sr. financed from Proceeds by the Financial
Particulars Estimated
No. Internal Year e nded
Expenditure
Accruals / March 31, March 31,
Borrowings 2026 2027
Capital Expenditure towards set up of 815.67 -- 815.67 --
1
New Manufacturing unit
2 Purchase of New Office Space^ 443.65 138.01 305.64 --
Repayment/Pre-payment of Certain 118.30 -- 118.30 --
3.
Debt Facilities including Bridge Finance
4 Working Capital Requirements 4,115.66 2,481.05 1,000.00 634.61
5 General Corporate Purposes* [●] -- [●] [●]
Total [●] 2,619.06 [●] [●]
^The Company has availed a Bridge Finance Facility of Rs. 240.00 lakhs from Kotak Mahindra Bank for the purpose of purchasing
new office space. Consequently, the repayment of the Bridge Finance Facility utilized for the said purpose has been included.
* To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
General Corporate Purpose shall not exceed 15% of the Gross Offer Proceeds or ₹ 10 crores, whichever is less.
For further details, see “Objects of the Offer” beginning on page 103 of this Red Herring Prospectus.
F. UTILIZATION OF NET OFFER PROCEEDS
The Net Offer Proceeds will be utilized for following purpose:
(₹ in Lakhs)
Amount to be financed and deployed
Amount from Net IPO Proceeds by the
Particulars (₹ in Financial Year ended
Lakhs)
March 31, 2026 March 31, 2027
Capital Expenditure towards set up of New 815.67 815.67 --
Manufacturing unit
Purchase of New Office Space^ 305.64 305.64 --
Repayment/Pre-payment of Certain Debt Facilities 118.30 118.30 --
including Bridge Finance
Working Capital Requirements 1,634.61 1,000.00 634.61
General Corporate Purposes* [●] [●] [●]
Total [●] [●] [●]
^The Company has availed a Bridge Finance Facility of Rs. 240.00 lakhs from Kotak Mahindra Bank for the purpose of purchasing
new office space. Consequently, the repayment of the Bridge Finance Facility utilized for the said purpose has been included.
* To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC.
General Corporate Purpose shall not exceed 15% of the Gross Offer Proceeds or ₹ 10 crores, whichever is less.
29G. PRE-ISSUE AND POST–ISSUE SHAREHOLDING OF OUR PROMOTERS AND PROMOTER GROUP
AND SELLING SHAREHOLDERS AS A PERCENTAGE OF THE PAID-UP SHARE CAPITAL OF THE
COMPANY
Sr. Pre – Issue Post - Issue
No. As a % of paid- No. of As a % of
Category of Promoter No. of
up Equity Shares paid-up Equity
Shares
Capital Capital*
Promoters (A)
1. Mr. Manish Bajoria (Promoter and 36,95,280 50.95 34,45,280 [●]
Selling Shareholder)
2. M/s. Swabhumi Distributors Private 17,00,000 23.44 17,00,000 [●]
Limited
3. Ms. Neelam Bajoria 12,36,000 17.04 12,36,000 [●]
4. M/s. Manish Bajoria (HUF) 1,40,000 1.93 1,40,000 [●]
5. Mr. Ashish Bajoria 400 0.01 400 [●]
Total (A) 67,71,680 93.37 65,21,680 [●]
Promoter Group (B)
1. Mr. Aman Bajoria 80,000 1.10 80,000 [●]
2. Ms. Premlata Bajoria 400 0.01 400 [●]
Total (B) 80,400 1.11 80,400 [●]
Total (A) + (B) 68,52,080 94.48 66,02,080 [●]
* Subject to finalization of the Basis of Allotment
H. FOR THE PROMOTER(S), PROMOTER GROUP AND ADDITIONAL TOP 10 SHAREHOLDERS, THE
PRE-ISSUE AND POST-ISSUE SHAREHOLDING AS AT ALLOTMENT, IN THE FOLLOWING FORMAT
IN THE PROSPECTUS SHAREHOLDING OF PROMOTER / PROMOTER GROUP AND ADDITIONAL
TOP 10 SHAREHOLDERS OF THE COMPANY AS AT ALLOTMENT:
Sr. Pre-Issue shareholding as at the date of Post-Issue shareholding as at Allotment (3)
No. Advertisement
Number At the lower end of the At the upper end of the
Share
of price band (₹ 119.00) price band (₹125.00)
holding
Shareholders Equity Number of Share Number of Share
(in
Shares Equity holding (in Equity holding (in
%) (2)
(2) Shares (2) %) (2) Shares (2) %) (2)
A. Promoter
1. Mr. Manish Bajoria 36,95,280 50.95 [●] [●] [●] [●]
(Promoter and Selling
Shareholder)
2. M/s. Swabhumi 17,00,000 23.44 [●] [●] [●] [●]
Distributors Private
Limited
3. Ms. Neelam Bajoria 12,36,000 17.04 [●] [●] [●] [●]
4. M/s. Manish Bajoria 1,40,000 1.93 [●] [●] [●] [●]
(HUF)
5. Mr. Ashish Bajoria 400 0.01 [●] [●] [●] [●]
B. Promoter Group(1)
1. Mr. Aman Bajoria 80,000 1.10 [●] [●] [●] [●]
2. Ms. Premlata Bajoria 400 0.01 [●] [●] [●] [●]
C. Additional Top Ten Shareholders
1. Pulin Investments 62,000 0.85 [●] [●] [●] [●]
Private Limited
2. Mod est Investment 48,000 0.66 [●] [●] [●] [●]
Co. (P) Ltd.
3. Shre e Shyam 47,000 0.65 [●] [●] [●] [●]
Invetsments (through
its proprietor
Ms.Megha Bhuwania)
30Sr. Pre-Issue shareholding as at the date of Post-Issue shareholding as at Allotment (3)
No. Advertisement
Number At the lower end of the At the upper end of the
Share
of price band (₹ 119.00) price band (₹125.00)
holding
Shareholders Equity Number of Share Number of Share
(in
Shares Equity holding (in Equity holding (in
%) (2)
(2) Shares (2) %) (2) Shares (2) %) (2)
4. Basu dev Dealers LLP 47,000 0.65 [●] [●] [●] [●]
5. Kash ish Agarwal 38,000 0.52 [●] [●] [●] [●]
6. Ansh ul Agarwal 30,000 0.41 [●] [●] [●] [●]
7. Dipa li Bothra 22,500 0.31 [●] [●] [●] [●]
8. Man oj Kumar Kochar 19,000 0.26 [●] [●] [●] [●]
(HUF)
9. Nasi r Haji Boda 19,000 0.26 [●] [●] [●] [●]
10. Prag ati Jalan 19,000 0.26 [●] [●] [●] [●]
11. Ami t Agarwal 15,000 0.21 [●] [●] [●] [●]
12. Rega l Jute Mill 15,000 0.21 [●] [●] [●] [●]
Limited
13. Ghan shyam Das 9,400 0.13 [●] [●] [●] [●]
Manihar
14. Leel a Devi Manihar 9,400 0.13 [●] [●] [●] [●]
(1) The Promoter Group shareholders are Mr. Aman Bajoria, and Ms. Premlata Bajoria
(2) Includes all options that have been exercised until date of prospectus and any transfers of equity shares by existing
shareholders after the date of the pre-issue and price band advertisement until date of prospectus.
(3) Based on the Issue price of ₹ [●]and subject to finalization of the basis of allotment”.
I. SUMMARY OF RESTATED FINANCIAL INFORMATION
Based on Restated Financial Statements for the year ended as on March 31, 2025, March 31, 2024, and 2023:
(₹ in Lakhs except stated otherwise)
For the Financial Year Ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Share Capital 725.24 171.30 171.30
Reserves and surplus 1,796.94 1,073.98 463.58
Networth 2,522.18 1,245.28 634.88
Total Income 3,315.32 2,883.37 2,448.01
Profit after Tax 856.58 610.40 263.81
Total Borrowings 596.63 277.62 529.84
Other Financial Information
Basic & Diluted EPS (Pre-Bonus) (₹) 12.15 35.63 15.40
Basic & Diluted EPS (Post Bonus) (₹) 12.15 8.91 3.85
Return on Networth (%) 45.47 64.93 52.45
Net Asset Value Per Share (Pre-Bonus) (₹) 34.78 72.69 37.06
Net Asset Value Per Share (Post Bonus) (₹) 34.78 18.17 9.27
For further details, see “Financial Information – Restated Financial Information” on page 222 of this Red Herring
Prospectus.
The table below sets out some of our financial and operational metrics for the financial years ended March 31, 2025,
March 31, 2024, and March 31, 2023, based on our Restated Financial Information:
A. Key Financial Performance Indicators:
(₹ in Lakhs)
For the Financial Year Ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operations (1) 3,271.64 2,845.47 2,398.25
EBITDA(2) 1,250.30 905.23 428.93
EBITDA Margin %(3) 38.22 31.81 17.89
PAT 856.58 610.40 263.81
PAT Margin %(4) 26.18 21.45 11.00
Net worth(5) 2,522.18 1,245.28 634.88
31RoE %(6) 45.47 64.93 52.45
RoCE% (7) 49.84 60.96 36.67
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs - Other Income.
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
(4) ‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(5) Net worth as defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations 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 audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation (6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity.
(6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
(7) Return on Capital Employed is calculated as EBIT divided by Average capital employed, which is defined as shareholders’ equity
plus total debt. Here, EBIT is calculated as Profit before tax + Finance Costs – Other Income.
B. Key Operational Performance Indicators:
For the Financial Year Ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Revenue from Operations excluding Other 3,254.46 2,825.75 2,398.25
Operating Revenue (₹ in Lakhs)
Total Actual Production (Tons) 1609.16 1342.87 1216.85
Average Revenue Per Ton (₹ in Lakhs) (1) 2.02 2.10 1.97
Total No of Customers 89 83 77
Average Revenue Per Customer (₹ in Lakhs) (2) 36.56 34.05 31.15
Notes:
(1) Average Revenue per Ton: Total revenue from operations divided by total actual production (tons).
(2) Average Revenue Per Customer: Total revenue from operations divided by total number of customers.
H. QUALIFICATION OF THE AUDITORS
The Auditor report of Restated Financial Statements of our Company does not contain any qualification which have not
been given effect to in Restated Financial Statements.
I. SUMMARY OF OUTSTANDING LITIGATION ARE AS FOLLOWS
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and Promoters, as of
the date of this Red Herring Prospectus, as also disclosed in “Outstanding Litigation and Material Developments” on
page 239 of this Red Herring Prospectus, in terms of the SEBI ICDR Regulations and the materiality policy adopted by
our Board pursuant to a resolution dated August 07, 2025 is provided below:
Name of Criminal Tax Statutory/ Disciplinary Material Aggregate
Entity Proceedings Proceedings Regulatory Action By Civil Amount
Proceedings SEBI/ Stock Litigations Involved (To
Exchange the extent
ascertainable)*
(₹ in Lakhs)
Company
By the - - - - 01 2.04
company
Against the - 22 - - - 80.75
company
Directors, Promoters, KMP & SMP
By our 01 - - - - 4.85
directors,
promoters,
KMP and SMP
Against our - 04 - - - 2.43
directors,
Promoters,
KMP and SMP
*To the extent quantifiable excluding interest and penalty thereon.
32J. RISK FACTORS
Investors should read chapter titled “Risk Factors” beginning on page 36 of this Red Herring Prospectus before taking
an investment decision in the Offer. Details of our top 10 risk factors are set forth below:
1. We are exposed to the risk of increase in the price of our raw materials and dependence on suppliers for supply of
the raw materials. Further, if we are unable to source quality raw materials required for our business at competitive
prices, our business, results of operations and profitability may be adversely affected. The raw material is partially
procured through imports which may impact the timeline of production. Also exposing the company to the risk of
foreign exchange rate fluctuations.
2. The company's significant dependence on polymers as a primary raw material presents several risks.
3. Our business operations, which involve maintaining large inventories and extending credit to customers, lead to high
holding days for both inventory and trade receivables, impacting cash flow.
4. We face competition in our business from organized and unorganized players, which may adversely affect our
business operation and financial condition.
5. Potential Delays in Acquisition of Industrial Land for expanding its manufacturing facilities due to Dependency on
Issue Proceed.
6. The Company is dependent on few numbers of customers for sales. The loss of any of this large customer may affect
our revenues and profitability.
7. Our manufacturing capacity may not correspond precisely to our customers’ demands. An inability to effectively
utilize our manufacturing capacities may affect our business, results of operations, cash flows and financial
condition.
8. Our business is operating under various laws which require us to obtain approvals from the concerned
statutory/regulatory authorities in the ordinary course of business and our inability to obtain, maintain or renew
requisite statutory and regulatory permits and approvals for our business operations could materially and adversely
affect our business, prospects, results of operations and financial condition
9. The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not
Statutory Auditor of our Company.
10. Unable to trace the bank statement of the company for the allotment made in past.
K. SUMMARY OF CONTINGENT LIABILITIES
The following is a summary table of our company’s contingent liabilities:
(₹ in Lakhs)
Sr. No. Particulars Amount
1. Bank Guarantee (Financial BG) 38.37
2. Tax Deducted at sources 6.03
3. Goods and Service Tax 2.44
4. Income Tax Demand 72.29
Total 119.13
For further information, please see “Financial Information” beginning on page 222 of this Red Herring Prospectus.
L. SUMMARY OF RELATED PARTY TRANSACTIONS
Our Company has entered into certain transactions with our related parties including our Promoters, Promoter Group,
Directors and their relatives as mentioned below:
(₹ in Lakhs
Particulars Name of Relation For the Financial year ended on
the 31-Mar- % of 31-Mar- % of 31-Mar- % of
Related 25 Revenue 24 Revenue 23 Revenue
Party
Remuneration Manish Managing 36.00 1.11% 36.00 1.27% 36.00 1.50%
Bajoria Director &
CFO
Neelam Director 24.00 0.74% 24.00 0.84% 24.00 1.00%
Bajoria
Shraddha Company 4.19 0.13% - - - -
Dhacholia Secretary and
Compliance
officer
33Loan Availed Manish Managing 10.67 0.33% 369.20 12.97% 6.00 0.25%
Bajoria Director &
CFO
Neelam Director - - 92.15 3.24% 9.75 0.41%
Bajoria
Meenu Sister of - - 9.22 0.32% - 0.00%
Agarwal Neelam
Bajoria
Aman Son of - - 12.30 0.43% - 0.00%
Bajoria Manish and
Neelam
Bajoria
Loan Repaid Manish Managing 12.16 0.37% 390.42 13.72% 9.00 0.38%
Bajoria Director &
CFO
Manish Karta, - - 2.34 0.08% - 0.00%
Bajoria Manish
HUF Bajoria
Neelam Director 0.01 - 102.80 3.61% 23.80 0.99%
Bajoria
Meenu Sister of - - 25.50 0.90% 13.00 0.54%
Agarwal Neelam
Bajoria
Aman Son of - - 11.60 0.41% 2.44 0.10%
Bajoria Manish and
Neelam
Bajoria
Advance Meenu Sister of 10.00 0.31% - 0.00% - 0.00%
Given Agarwal Neelam
Bajoria
Salary Aman Son of 6.00 0.18% 6.00 0.21% 6.00 0.25%
Bajoria Manish and
Neelam
Bajoria
Premlata Mother of - - - 0.00% 4.80 0.20%
Bajoria Manish
Bajoria
Reimbursemen Shraddha Company 0.39 0.01% - - - -
t Dhacholia Secretary and
Compliance
officer
Advance for Manish Managing 52.94 1.62% - - - -
Purchase of Bajoria Director &
land CFO
156.35 4.78% 1,081.53 38.01% 134.79 5.62%
For details of the Related Party Transactions as reported in the Restated Financials, please refer "Financial Statements
as restated – Related Party Transactions" on page no. 221 of this Red Herring Prospectus.
M. FINANCING ARRANGEMENTS
There are no financing arrangements whereby our Promoters, members of Promoter Group, the Director of our Company
and their relatives have financed the purchase by any other person of securities of our Company other than in the normal
course of the business of the financing entity during the period of 6 months immediately preceding the date of filing of
this Red Herring Prospectus.
34N. WEIGHTED AVERAGE PRICE OF THE EQUITY SHARES ACQUIRED BY OUR PROMOTERS AND
SELLING SHAREHOLDERS IN THE LAST ONE YEAR PRECEDING THE DATE OF THIS RED
HERRING PROSPECTUS
The weighted average price of Equity Shares acquired by our Promoters in the last one year preceding the date of this
Red Herring Prospectus is as below:
Number of Equity
Weighted average price
Shares of face value ₹
Name of the Promoters and Selling Shareholders of acquisition per
10.00 each acquired in
Equity Share (in ₹) ^*
last one year^
Mr. Manish Bajoria (Promoter and Selling Shareholder) 27,71,260 Nil
M/s. Swabhumi Distributors Private Limited 12,75,000 Nil
Ms. Neelam Bajoria 9,27,000 Nil
M/s. Manish Bajoria HUF 1,05,000 Nil
Mr. Ashish Bajoria 300 Nil
^As certified by M/s. Jay Gupta & Associates, Chartered Accountants, pursuant to their certificate dated August 06, 2025.
*For arriving at the weighted average price at which the specified securities of the Company were acquired by the Promoters in the last one year,
only acquisition of specified securities has been considered while arriving at the weighted average price per specified security for last one year.
O. AVERAGE COST OF ACQUISITION OF PROMOTERS AND THE SELLING SHAREHOLDER
The average cost of acquisition per Equity Share to our Promoters and the Selling Shareholder as at the date of this Red
Herring Prospectus is:
Number of Equity Percentage of Average cost of
Name of the Promoters and Selling
Shares held of face shareholding (%) acquisition per
Shareholder
value ₹ 10 each^ Equity Share (₹) *^
Mr. Manish Bajoria (Promoter and Selling 36,95,280 50.95 3.39
Shareholder)
M/s. Swabhumi Distributors Private Limited 17,00,000 23.44 1.68
Ms. Neelam Bajoria 12,36,000 17.04 1.54
M/s. Manish Bajoria HUF 1,40,000 2.50 2.50
Mr. Ashish Bajoria 400 0.01 Nil
^As certified by M/s. Jay Gupta & Associates, Chartered Accountants, pursuant to their certificate dated August 06, 2025.
*The average cost of acquisition of Equity Shares by our Promoters and the selling shareholder have been calculated by taking into account the
amount paid by them to acquire and Shares allotted to them as reduced by amount received on sell of shares i.e., net of sale consideration is divided
by net quantity of shares acquired.
P. PRE-IPO PLACEMENT DETAILS
Our Company has not proposed any Pre-IPO Placement in this Issue.
Q. ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE YEAR
Other than as disclosed in “Capital Structure” on page 88 of this Red Herring Prospectus, no Equity Shares have been
issued by our Company for consideration other than cash as on the date of this Red Herring Prospectus.
R. SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
Other than as disclosed in “Capital Structure” on page 88 of this Red Herring Prospectus, our Company has not
undertaken a split or consolidation of the Equity Shares in the one year preceding the date of this Red Herring Prospectus.
S. EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI
Our Company has not applied or received any exemption from complying with any provisions of Securities Law by
SEBI.
35SECTION III: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in
this Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in
our Equity Shares. In making an investment decision, prospective investors must rely on their own examination of
our Company and the terms of this Offer including the merits and risks involved. Any potential investor in, and
subscriber of, the Equity Shares should also pay attention to the fact that we are governed in India by a legal and
regulatory environment in which some material respects may be different from that which prevails in other countries.
The risks and uncertainties described in this section are not the only risks and uncertainties we currently face.
Additional risks and uncertainties not known to us or that we currently deem immaterial may also have an adverse
effect on our business. If any of the following risks, or other risks that are not currently known or are now deemed
immaterial, occur, our business, results of operations and financial condition could suffer, the price of our Equity
Shares could decline, and you may lose all or part of your investment. Additionally, our business operations could
also be affected by additional factors that are not presently known to us or that we currently consider as immaterial
to our operations.
Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the
financial or other implications of any of the risks mentioned herein. Unless otherwise stated, the financial information of
our Company used in this section is derived from our restated financial statements prepared in accordance with Indian
GAAP and the Companies Act and restated in accordance with the SEBI ICDR Regulations. To obtain a better
understanding, you should read this section in conjunction with the chapters titled “Our Business” beginning on page
142, “Our Industry” beginning on page 129 and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on page 223 respectively, of this Red Herring Prospectus as well as other financial
information contained herein.
The following factors have been considered for determining the materiality of Risk Factors:
1. Some events may not be material individually but may be found material collectively;
2. Some events may have material impact qualitatively instead of quantitatively;
3. Some events may not be material at present but may have material impact in future.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence the same
has not been disclosed in such risk factors. Unless otherwise stated, the financial information of the Company used in
this section is derived from our financial statements under Indian GAAP, as restated in this Red Herring Prospectus.
Unless otherwise stated, we are not in a position to specify or quantify the financial or other risks mentioned herein. For
capitalized terms used but not defined in this chapter, refer to the chapter titled “Definitions and Abbreviations”
beginning on page 4 of this Red Herring Prospectus. The numbering of the risk factors has been done to facilitate ease
of reading and reference and does not in any manner indicate the importance of one risk factor over another.
The risk factors are classified as Internal and External for clarity and better understanding.
INTERNAL RISKS
A. BUSINESS RELATED RISKS
1. We are exposed to the risk of increase in the price of our raw materials and dependence on suppliers for supply
of the raw materials. Further, if we are unable to source quality raw materials required for our business at
competitive prices, our business, results of operations and profitability may be adversely affected. The raw
material is partially procured through imports which may impact the timeline of production. Also exposing the
company to the risk of foreign exchange rate fluctuations.
The primary raw materials used by our Company for manufacturing our products are Fiber, Polyester Resin, Woven
Roving, Pigments, Standard Chopped Mat, Milo Film, Glass Woven Roving, Fabric Catalysts, and Fiber Glass Cloth
etc. In past, the prices of these products have fluctuated with the change in their global supply and demand, which has
impacted our cost of procurement of these raw materials. In the event that the price of our raw materials further
increases, we may not be able to pass the price increase to our customers on our existing fixed contracts and our
business, financial condition and results of operations may be adversely affected.
Further, we are significantly dependent on our key suppliers and sub-contractors to provide us with critical components
and raw materials, parts and assemblies that we need to manufacture our products which is a substantial portion of these
materials sourced from specific geographical locations, including through imports. This reliance on limited number of
key suppliers and specific regions exposes the Company to a variety of risks. Disruptions in the supply chain, whether
36from the suppliers themselves or from factors impacting the relevant geographical region, could significantly affect the
Company’s operations. These disruptions may arise from a wide range of factors, including, but not limited to, changes
in trade policies, tariff adjustments, fluctuations in currency exchange rates, transportation bottlenecks, natural
disasters, political instability, social unrest, labor strikes, or regulatory changes in the supplier countries or in the
countries from which goods are imported. Our business is affected by the price, quality, availability and the timely
delivery of the component parts that we use to manufacture our products. Our business, therefore, could be adversely
impacted by factors affecting our suppliers, by increased costs of such components or Government regulation of
supplier’s country. It may be difficult for us to find a replacement for certain suppliers without significant delay, thereby
impacting our ability to complete our customer obligations in a satisfactory and timely manner. Further we are exposed
to the price volatility of some critical imported raw materials such as Roving, Resin and Fiber Cloth from a number of
countries. In view of the fluctuation in the value of the Rupee against the foreign currencies in which we pay for such
imports, we face a degree of foreign exchange risk. We do not hedge against currency rate fluctuations in respect of
our purchase contracts, given the duration of our purchase contracts. This exposes us to exchange rate movements
which may have a material effect on our operating results in a given period. Thus, we cannot assure that we will not
suffer any loss because of the fluctuation of the value of the Rupee, which may have a material adverse effect on our
cash flows, revenue and financial condition.
In summary, any disruptions to our supply chain, particularly in the import process from specific geographical regions,
could lead to delays in the availability of raw materials, cost increases, or, in the worst case, the complete unavailability
of critical components. Such events, compounded by our geographical dependency on particular regions would not only
disrupt our production schedules and impact our ability to meet customer demand but also lead to higher operational
costs as we may need to source alternative suppliers or pay premium prices for expedited shipments or more expensive
materials. Therefore, our geographical dependency on these key suppliers increases the vulnerability of our business to
external factors that are often beyond our control.
Our top ten suppliers contribute 88.44%, 76.36%, and 86.39% of our total purchase for the financial year ended on
March 31, 2025, March 31, 2024 and March 31, 2023, respectively based on restated financial statement. The details
of this concentration are provided in the following table:
(₹ in Lakhs)
For the Financial Year ended
Particulars* March 31, 2025 March 31, 2024 March 31, 2023
Purchase In % Purchase In % Purchase In %
Supplier 1 362.28 22.61 270.97 18.95 399.15 27.50
Supplier 2 234.17 14.61 155.17 10.85 207.59 14.30
Supplier 3 190.13 11.87 142.50 9.96 131.80 9.08
Supplier 4 163.98 10.23 87.38 6.11 121.73 8.39
Supplier 5 153.16 9.56 82.18 5.75 105.82 7.29
Supplier 6 89.43 5.58 81.98 5.73 84.86 5.85
Supplier 7 64.32 4.01 81.22 5.68 61.20 4.22
Supplier 8 61.07 3.81 71.32 4.99 61.12 4.21
Supplier 9 49.94 3.12 63.33 4.43 45.12 3.11
Supplier 10 48.58 3.02 56.07 3.92 35.41 2.44
Total 1,417.06 88.44 1,092.12 76.36 1,253.81 86.39
*Note: Names of our top 10 suppliers have not been disclosed due to lack of receipt of consent and confidentiality reasons
2. The company's significant dependence on polymers as a primary raw material presents several risks
For manufacturing its GFRP/FRP products, the Company mostly depends on polymers as a main raw material. Although
polymers are readily available in India and other countries guarantees a consistent supply, the Company is nevertheless
subject to changes in raw material costs impacted by dynamics of world supply and demand. Variations in polymer
pricing could result from changes in input costs, geopolitical events, and market conditions as well as from others.
Although the company tries to control these swings by means of pricing changes and procurement policies, there is no
guarantee that all cost increases will be entirely passed on to consumers, therefore affecting profitability.
Like any manufacturing company, the Company also faces possible supply chain issues like changes in regulatory rules,
supplier-related interruptions, or transportation delays. Although the company actively tracks and distributes its supply
sources to reduce such risks, any unanticipated disturbance could cause temporary operational changes.
Moreover, developments in material science and the introduction of substitute, more environmentally friendly materials
could affect market patterns over time. The Company is still dedicated to innovation and keeps evaluating sector
37advancements to match consumer needs. Although these elements offer possible difficulties, the Company thinks its
proactive approach to operational efficiency, compliance policies, and raw material procurement will help it to properly
negotiate these risks.
3. Our business operations, which involve maintaining large inventories and extending credit to customers, lead to
high holding days for both inventory and trade receivables, impacting cash flow.
Our Company’s business operations require maintaining a significant level of inventory and extending credit terms to
customers, resulting in high holding days for inventory and trade receivables. As of March 31, 2025, our inventory
holding period stood at 157 days, and our trade receivables collection period was 93 days. High inventory holding days
expose our Company to risks related to obsolescence, damage, or changes in market demand, which may impact our
profitability and working capital requirements. A prolonged holding period increases storage costs and the risk of
valuation write-downs, adversely affecting our financial position.
Similarly, a high collection period for trade receivables impacts on our liquidity and cash flow management. Delays in
customer payments may necessitate increased reliance on external borrowings, leading to higher finance costs.
Additionally, any deterioration in customer creditworthiness or an economic downturn could result in an increase in
bad debts, further straining our financial health.
While we take measures to optimize inventory management and credit control policies, there is no assurance that these
measures will be effective in reducing our holding periods. Any failure to manage these risks effectively could have a
material adverse effect on our business, financial condition, and results of operations.
4. We face competition in our business from organized and unorganized players, which may adversely affect our
business operation and financial condition.
We may have to confront pressures in respect of pricing; product quality etc. from the clients and such pressures may
put strain on our profit margins which may consequently affect the financial position of our Company. Competition
emerges not only from the organized sector but also from the unorganized sector and from both small and big players.
We are also in direct competition with the leading units in India as well as the local units. Our Competitiveness is also
measured by the technology we adopt as the industry is rapidly growing in India and in International Markets. Some of
our clients might export their final products which in turn compel us to meet international standards also. Our inability
to compete with this intense competition; local, national and international will have material adverse impact on our
Company's financial position.
5. Potential Delays in Acquisition of Industrial Land for expanding its manufacturing facilities due to Dependency
on Issue Proceed.
The acquisition of the proposed land is contingent upon the availability of funds proposed to be raised through this
issue. As the company is dependent on the proceeds from the issue to complete the land purchase, the land is not
currently registered in the name of the issuer. Consequently, there exists a risk that any delay in receipt of the proceeds
will directly impact the timeline for land acquisition. This, in turn, may cause corresponding delays in the
implementation of all subsequent project activities planned on the proposed land.
6. The Company is dependent on few numbers of customers for sales. The loss of any of this large customer may
affect our revenues and profitability.
Our top ten customers contribute 67.21 %, 62.82 %, and 74.38 %, of our total revenue from operations for the financial
year ended on March 31, 2025, March 31, 2024, and 2023, respectively. The details of this concentration are provided
in the following table:
(₹ in Lakhs)
For the Financial Year ended
Particulars* March 31, 2025 March 31, 2024 March 31, 2023
Revenue In % Revenue In % Revenue In %
Customer 1 495.16 15.21 438.69 15.52 333.64 13.91
Customer 2 434.66 13.36 214.45 7.59 307.51 12.82
Customer 3 280.30 8.61 202.21 7.16 231.83 9.67
Customer 4 199.74 6.14 194.18 6.87 195.00 8.13
Customer 5 151.70 4.66 168.90 5.98 159.86 6.67
Customer 6 146.99 4.52 153.48 5.43 156.74 6.54
Customer 7 137.20 4.22 109.51 3.88 147.88 6.17
38Customer 8 114.97 3.53 103.85 3.68 108.34 4.52
Customer 9 114.62 3.52 97.14 3.44 72.11 3.01
Customer 10 111.95 3.44 92.86 3.29 70.94 2.96
Total 2,187.28 67.21 1,775.26 62.82 1,783.85 74.38
*Note: Names of our top 10 Customers have not been disclosed due to lack of receipt of consent and confidentiality reasons.
Our business operations are highly dependent on our customers and the loss of any of our customers may adversely affect
our sales and consequently on our business and results of operations. The loss of one or more of these significant or key
customers or a reduction in the amount of business we obtain from them could have an adverse effect on our business,
results of operations, financial condition and cash flows. We cannot assure you that we will be able to maintain historic
levels of business and/or negotiate and execute long term contracts on terms that are commercially viable with our
significant customers or that we will be able to significantly reduce customer concentration in the future. Any decline in
our quality standards, growing competition and any change in the demand, may adversely affect our ability to retain
them. We cannot assure that we shall generate the same quantum of business, or any business at all, and the loss of
business from one or more of them may adversely affect our revenues and results of operations.
7. Our manufacturing capacity may not correspond precisely to our customers’ demands. An inability to effectively
utilize our manufacturing capacities may affect our business, results of operations, cash flows and financial
condition.
We believe that our industry knowledge, expertise, and production capabilities position us well to meet our customers'
demands, and our manufacturing capacity allows us to expand our potential customer base. However, some customers
may require us to maintain a certain percentage of excess capacity to accommodate unexpected increases in supply
orders. The volume and timing of sales to our customers can vary due to several factors, including manufacturing
strategies, growth plans, and macroeconomic conditions that affect the overall economy and our customers specifically.
If we are unable to procure sufficient raw materials, our current manufacturing capacities may not be fully utilized,
leading to operational inefficiencies that could materially impact our business and financial condition. Additionally, if
customers place orders below anticipated volumes, cancel existing orders, or change policies in ways that reduce the
quantities we supply, our manufacturing capacities could be underutilized.
The following table sets forth annual installed production capacity and annual utilized capacity in respect of different
products is tabulated as below:
Installed Installed Actual Capacity Utilization Year wise*
Product
Capacity March 25 Utilised % March 24 Utilised % March 23 Utilised %
Name^
(In Tons)
FRP Rebars 1,320.00 1,122.28 85.02 844.80 64.00 752.40 57.00
FRP Grating 57.93 23.38 40.36 40.55 70.00 34.76 60.00
FRP Pultrusion 507.23 382.32 75.38 390.56 77.00 355.06 70.00
FRP Pipe 93.29 81.16 87.00 66.96 71.78 74.63 80.00
*As certified by Chartered Mechanical Engineer, Ankit Gupta pursuant to their certificate dated July 11, 2025.
^ All FRP products mentioned in the table includes GFRP Products also.
We make significant decisions regarding business levels, production schedules, personnel needs, and other resources
based on internal estimates and targets, always striving to optimize our production capacity. To achieve optimal
utilization, we aim to maintain a tied-up order book for at least six months. While we have generally maintained optimum
capacity levels in the past, there is no guarantee that this will continue.
There is also no assurance that our marketing team will successfully persuade existing and potential customers to
purchase our products promptly or at all due to reasons such as (i) order cancellations, (ii) customers' financial constraints,
(iii) more efficient manufacturing and delivery by competitors, or (iv)our inability to deliver products meeting specific
specifications. Occasionally, customers may demand rapid increases in order quantities that exceed our available
capacity, and we may not always be able to meet these sharp increases.
Although we strive to achieve and maintain optimal capacity levels, challenges in forecasting customer demand,
scheduling raw material purchases, managing production, and controlling inventory could prevent us from consistently
achieving these levels. Any resulting underutilization of our manufacturing facilities could negatively impact our
business, operational results, cash flows, and financial condition.
8. Our business is operating under various laws which require us to obtain approvals from the concerned
statutory/regulatory authorities in the ordinary course of business and our inability to obtain, maintain or renew
39requisite statutory and regulatory permits and approvals for our business operations could materially and
adversely affect our business, prospects, results of operations and financial condition.
Our business requires us to obtain and renew from time-to-time certain approvals, licenses, registrations and permits,
some of which have expired and for which we have either made or are in the process of making an application for
obtaining the approval or its renewal. In particular, our Company has applied for registration of NOC from Fire
Department for our factory, NOC from Hero Fincorp Limited as a Secured Lender for bringing out the IPO (Refer Risk
Factor No. 13) and trademarks for our logo (Refer Risk Factor no. 27). Further, these approvals, licenses, registrations
and permissions under various regulations, guidelines, circulars and statutes regulated by various authorities for operating
our business activities may contain conditions, some of which could be onerous. There can be no assurance that the
relevant authorities will issue these approvals or licenses in a timely manner, or at all. In the event of any unanticipated
delay in receipt of such approvals, it will have an adverse impact on our business operations.
Failure by us to renew, maintain or obtain the required permits or approvals at the requisite time may result in the
interruption of our operations and may have an adverse effect on our business, financial condition and results of
operations. Further, we cannot assure that the approvals, licenses, registrations and permits issued to us would not be
suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof,
or pursuant to any regulatory action. Any failure to renew the approvals that have expired or apply for and obtain the
required approvals, licenses, registrations or permits, or any suspension or revocation of any of the approvals, licenses,
registrations and permits that have been or may be issued to us, may impede our operations. For further details, see
“Government and Other Approvals” on page 245 of this Red Herring Prospectus. In the event that we are unable to
obtain such approvals in a timely manner or at all, our business operations may be adversely affected. We may be
involved in any environmental legal proceedings in the course of our business due to non-compliances with terms and
conditions of regulatory approvals or authorizations.
9. The Restated Financial Statements have been provided by Peer Reviewed Chartered Accountants who is not
Statutory Auditor of our Company.
The Restated Financial Statements of our Company for the financial years ended March 31, 2024 and March 31, 2023,
have been provided by M/s. Jay Gupta and Associates, (previously known as Gupta Agarwal & Associates), Chartered
Accountants, who are Peer Reviewed firm but not the Statutory Auditors of our Company. The Financial Statements of
our Company for the financial years ended March 31, 2024 and March 31, 2023, have been audited by M/s. Vineet Kedia
& Co., Chartered Accountants, who are the Statutory Auditors of our Company.
10. Unable to trace the bank statement of the company for the allotment made in past.
The absence of a bank statement for the shareholders including promoters poses several significant risk factors for the
business. It raises concerns about the financial transparency and credibility, which may undermine confidence among
investors, creditors, and stakeholders. Below are the transactions for which we are unable to trace the bank statement of
the shareholders and of the company as mentioned below:
Ø Allotment made on June 30, 2009, to Yugberry Marketing Private Limited and Facit Sales Private Limited for
1,00,000 and 75,000 respectively for which we are unable to trace the bank statement of the company and the
shareholders.
The percentage of shareholding at the time of allotment and as on the March 31, 2025 are as follows: -
Name of the Shareholder No of shares % of holding as % of holding as
allotted on 30.06.2009 on 31.03.2025*
Yugberry Marketing Private Limited 100,000 19.05% -
Facit Sales Private Limited 75,000 14.29% -
*This is just the indication of percentage as on March 31, 2025 , however Yugberry Marketing Private Limited and Facit Sales Private
Limited are no longer the shareholder of the company w.e.f. June 01, 2010.
Furthermore, the absence of bank records may make it more difficult for the business to find investors or obtain funding.
Before investing money, lenders and investors usually need a clear picture of the promoter's financial stability in order
to gauge risk levels. In the absence of such paperwork, the company would find it difficult to gain the trust of possible
investors, which could restrict access to funding or raise borrowing prices. Regulatory or compliance concerns may also
result from this lack of documentation, particularly if the company is asked to produce thorough financial records for
reporting or auditing purposes.
11. A high employee attrition rate can significantly disrupt our business operations and hinder overall performance.
40Employee turnover can disrupt operations, hinder our ability to scale effectively, and undermine investor confidence.
The departure of key personnel may result in the loss of critical knowledge, experience, and relationships that are integral
to the company's success. This could lead to delays in product development, operational inefficiencies, and diminished
performance, which may negatively affect our financial results and growth prospects. Additionally, a high turnover rate
can elevate recruitment and training costs, diverting resources that could otherwise be invested in enhancing business
operations. As we move forward with our IPO, ensuring stability within our workforce is crucial to maintaining strong
market perception, meeting strategic goals, and driving long-term growth.
The attrition rate of employees for last three years is 0%, 0%, and 7.14% for the year, 2022-23 & 2023-24 and 2024-25
respectively.
12. There are certain discrepancies / errors noticed in some of our corporate records relating to forms filed with
the Registrar of Companies and other provisions of Companies Act, 2013. Any penalty or action taken by any
regulatory authorities in future for non-compliance with provisions of corporate and other law could impact
the financial position of the Company to that extent.
We monitor compliances with applicable laws and regulations by implementing stringent internal checks and controls.
Although we have generally been in compliance with applicable laws, there have been certain instances of
discrepancies/ errors in statutory filings. Although no regulatory action has been taken against us with respect to the
aforesaid non-compliances/errors, there can be no assurance that regulatory action shall not be taken by the relevant
authorities against us in the future. In an event such an action is taken, we may be subject to penalties and other
consequences that may adversely impact our business, reputation, and results of operation and there can be no assurance
that we shall be able to successfully defend any action/allegation raised by such regulatory authorities. Our team
meticulously follows a detailed compliance calendar providing for compliances under various applicable laws,
including but not limited to the Companies Act. As we continue to grow, there can be no assurance that deficiencies in
our internal controls shall not arise, or that we shall be able to implement, and continue to maintain, adequate measures
to rectify or mitigate any such deficiencies in our internal controls, in a timely manner or at all. There may be recurrences
of similar discrepancies/errors in the future that could subject our Company to penal consequences under applicable
laws. Any such action could adversely impact our business, reputation, and results of operation. The details of non-
compliances or delayed filings is given as follows:
• The Company did not comply with the provisions of SS-1 and SS-2 of the Companies Act, 2013 when preparing
the documents for form filing. However, after identifying this non-compliance, the Company is now adhering to
these regulations
The discrepancies/ non compliances in a tabular format along with the measures undertaken towards the rectification
of the same is mentioned below:
Nature of non- Measures undertaken Details of impact of such non-
compliance/Discrepancy compliance/discrepancy
Non-compliance of SS-1 and SS-2 of
the Companies Act, 2013 are as 1. Standard operating procedure
mentioned below (SOP) has been introduced for 01. Failure to comply with SS-1 and
maintaining proper proof of SS-2 can lead to penalties or fines
1. Proof of Sending notice of Board delivery via email or signed copy imposed by MCA
Meeting dated August 25, 2015, of hand delivery or postal 02. Loss of Corporate Status
August 27, 2015, September 30, tracking. 03. Inspection by Authorities
2015 and Annual General Meeting 04. Loss of Trust from Stakeholders
Dated September 30, 2015. 2. Practice of circulating the 05. Reduced Investor Confidence
attendance sheet for signatures
2. Signing of Attendance Sheet/ during the meeting has been
Register dated August 25, 2015, implemented.
August 27, 2015, and September 30,
2015. 3. Timelines have been introduced
with internal reminders and the
3. Circulation of Draft Minutes dated Board of Directors and Company
August 25, 2015, August 27, 2015 Secretary has been assigned to
and September 30, 2015 to all ensure draft minutes are
member of the Boards within 15 circulated within prescribed time
days from the conclusion of the limit.
meeting.
4. A compliance calendar is now in
4. Entry of Minutes dated August 25, place to track and ensure timely
412015, August 27, 2015 and entry of minutes into the Minutes
September 30, 2015 within 30 days Book.
from the Conclusion of the meeting.
5. Circulation of signed minutes is
5. Circulation of Signed Minutes now being tracked and
dated August 25, 2015, August 27, acknowledged by each member.
2015 and September 30, 2015.
6. Further the company is also
strengthening communication
with external consultants to
ensure full compliance on timely
manner.
Although the above non-compliances of cannot be ratified now but hence forth we shall make sure these non-compliances
doesn’t occur in future.
• The MGT-14 filed for the conversion of the company contains an incorrect attachment of the Articles of Association
(AoA).There was a delay in filling of Various Forms by the company for various Financial Years. However, the
Company has filed the form by paying the requisite additional fees as per the Companies Act, 1956/2013. The
details of the delayed forms are mentioned below:
Ø Form 23AC/ACA for financial years 2009, 2010, 2011, 2012, 2013 and 2014 had been delayed.
Ø Form 20B for financial years 2009, 2010, 2011 and 2012 had been delayed.
Ø Form 5 dated November 03, 2009, and December 05, 2011, had been delayed.
Ø Form 2 dated June 01, 2009, June 30, 2009, March 15, 2010, December 11, 2011, and March 31, 2012, had been
delayed.
Ø There was a delay in filing E-Form MGT-14 pursuant to Section 179 of the Companies Act, 2013 for the resolutions
passed by the Company. However, the Company has since filed the form, paying the required additional fees as
per the Companies Act, 2013.
Ø Form 66 for the financial years 2010, 2011, 2012, 2013 and 2014 had been delayed.
Ø Form DPT-3 for the financial years 2019, 2020, 2021, 2022, 2023 and 2024 had been delayed.
Ø Form ADT-1 for the year 2014 and 2024 had been delayed
Ø Form AOC-4 and Form MGT-7 for the financial years 2022, 2023 and 2024 had been delayed.
• In some of the forms filed, there were irregularities in the data entered, missing documents in the attachments, and
instances of unsigned or unstamped documents. We acknowledge these oversights and are taking steps to ensure
that all future submissions are accurate, complete, and properly authenticated.
Our company has missed to comply with certain statutory provisions in the past including but not limited to the details
as mentioned in this risk factor. There are few discrepancies noticed in some of our corporate records relating to adhering
with the provisions of SS-1 and SS-2 of the Companies Act, 2013 which inter alia includes non-stamped and unsigned
documents attached in the forms, time of conclusion of the meeting not included in the certified true copy of resolution,
date of the Board Meeting mentioned in the resolution was incorrect. Other errors in the forms, such as wrong date of
meeting, requisite attachments were not attached, late filing of forms, etc. However, as there was no error on the MCA
master data hence no major action were taken for the same. Some forms were filed after the due date of the respective
forms. Supporting documents attached in some of the Forms are not signed and stamped by the requisite authority.
Though the Company is ensuring to comply with all the shortcomings, however any penalty or action taken by any
regulatory authority in future for non-compliance with provisions of corporate and other law could impact financial
position of the company to that extent. Although no notices have been issued upon our Company yet but there may be
instances where by notices may be issued to our company and fines or penalties may also be imposed upon our
Company, which may adversely affect our administration from compliance perspective. There can be no assurance that
no penal action will be taken against us by the regulatory authorities with respect to the non-compliances. If any adverse
actions are taken against us, our financial results could be affected. Additionally, we have strengthened our internal
compliance system by introducing the ‘Maker Checker’ System and have undertaken steps to update the internal
database with latest circulars and amendments to ensure future compliance. In the event the Company fails to submit
the requisite disclosures to the regulators in the future, then the Company may be penalised by the regulators and the
same may affect our results of operations.
Further, Following are the Measures which have been taken to correct such non-compliances:
1. We have appointed in house company secretary for the secretarial compliances.
2. We have developed a detailed calendar with deadlines for each form and key milestones to ensure timely submission.
3. We have prepared checklists to ensure that all necessary forms are filed before deadline and Senior executives are
regularly monitoring the timely compliance.
42We shall attempt to comply in spirit and in law with all the laws applicable to the issuer company.
13. Our existing international operations and our plans to expand into additional overseas markets are subject to
various business, economic, political, regulatory and legal risks.
We supply our products to international markets, including the Saudi Arabia, China, Kuwait, Thailand, Philippines UAE,
Kenya, etc. the revenue details of which have been mentioned in the table below:
For the Financial Year ended Export Revenue (₹ in Lakhs) Percentage of Total Revenue
March 31, 2025 49.12 1.50%
March 31, 2024 43.49 1.53%
March 31, 2023 119.81 5.00%
Foreign Market fluctuations are not a regular occurrence, there is no guarantee that similar downturns will not happen in
the future. Any future fluctuations could adversely affect our profitability, operational results, and financial condition.
We do not have our own network of distributors and retailers in these markets and rely on third-party for distribution. If
these third parties fail to adequately support and distribute our products, our ability to expand operations in these regions
could be negatively impacted.
We intend to continue expanding our presence in international markets by targeting specific countries worldwide. The
markets we currently operate in, and those we plan to enter, are diverse and fragmented, featuring varying degrees of
economic and infrastructure development, as well as distinct legal and regulatory frameworks. These markets do not
function seamlessly across borders as a unified or common market. Managing our growing business across these
international markets may demand significant management focus and financial resources. Our multinational operations
are exposed to inherent risks, including, but not limited to:
• Entry barriers and challenges in establishing brand recognition.
• Uncertainties in collaborating with new local business partners, including distributors, logistics, and transportation
partners.
• Difficulty adapting to consumer preferences and local trends in new regions.
• Risk of expropriation or other government actions in new regions.
• Increased costs associated with raw materials and marketing our products in new regions.
• Start-up expenses for establishing offices, infrastructure, and services in new regions.
• Longer accounts receivable collection periods and greater challenges in collection due to reduced bargaining power
in unfamiliar markets.
• Potential foreign exchange and repatriation controls on earnings, exchange rate fluctuations, and currency
conversion restrictions.
• The burden of complying with various foreign laws, including delays or difficulties in obtaining government
approvals and permits, import and export licenses, and unexpected changes in the legal and regulatory environment.
• Increased distribution and transportation costs.
• Uncertainty regarding product liability.
• Actions that may be taken by foreign governments under applicable trade or other restrictions.
• Difficulties and costs associated with staffing and managing multiple multinational operations.
• Reduced protection for intellectual property rights in some jurisdictions, at reasonable costs or at all.
• Potentially adverse tax consequences, including those related to intercompany pricing for transactions between
entities in different tax jurisdictions.
• Credit risk and higher levels of payment fraud.
• Inability to obtain adequate insurance.
• Challenges related to distance, language, and cultural differences, and in establishing business relationships with
foreign partners and agencies.
• Political and economic instability, including the risk of political unrest, war, or acts of terrorism in the countries
where we operate.
We may face challenges in developing and implementing policies and strategies that effectively manage the risks in each
country where we currently do business or plan to expand. If we fail to manage these risks successfully, it could
negatively impact our business, operating results, and financial condition. Additionally, we may encounter competition
in other countries from companies with more experience in those regions or with international operations in general. If
we cannot offer competitive products at attractive price points that resonate with consumers in these markets, we may
struggle to compete.
43Furthermore, if we are unable to establish a strong brand reputation in international markets, our ability to grow our
business may be limited. Expanding into new regions and markets may also expose us to significant liabilities, and there
is a risk that we could lose some or all of our investment in these areas. Consequently, this could adversely affect our
business, financial condition, and operational results.
14. Our business depends on our manufacturing facility and the loss of or shutdown of operations of the
manufacturing facility on any grounds could adversely affect our business or results of operations. Further, our
business involves usage of manpower and any unavailability of our employees or any strikes, work stoppages may
have an adverse impact on our cash flows and results of operations.
Our manufacturing facility is exposed to various operational risks, including equipment breakdowns, power supply
interruptions, raw material shortages, performance issues, and natural disasters. Other risks include technological
obsolescence, labour disputes such as strikes and lockouts, severe weather events, industrial accidents, and the need to
adhere to evolving industry standards and government directives. Although the above-mentioned loss or shutdown of
operations have not occurred in past but may occur in future which could significantly impact our operational
performance, affect our business, financial condition, and overall results.
Additionally, our operations rely heavily on manpower, and we are dependent on the availability and productivity of our
employees. Any shortages of employees or work stoppages could adversely affect our cash flows and operational
outcomes. We may also face challenges in securing sufficient staff to meet order demands promptly.
We are subject to various laws and regulations related to employee welfare, including minimum wage, working
conditions, insurance, and other benefits. Changes in these regulations could impact our operations. Furthermore,
disruptions such as strikes, work stoppages, or disputes could negatively affect our business, cash flows, and operational
results.
For further details kindly refer to chapter titled “Business Overview” beginning on pages 142, of this Red Herring
Prospectus.
15. Our Promoter and Directors play key role in our functioning and we heavily rely on their knowledge and
experience in operating our business and therefore, it is critical for our business that our Promoter and Directors
remain associated with us.
Our success is significantly influenced by the expertise and services of our key managerial personnel. The ability to
attract and retain such individuals is crucial to our operations. We benefit from the longstanding involvement of our
Promoter and Directors, who have played a pivotal role in the growth and strategic direction of our business. Since the
inception of the Company, our Promoter and Directors have been actively engaged in day-to-day operations and
management. Consequently, our performance is heavily reliant on their continued involvement. If our Promoter and
Directors were to become unable or unwilling to continue in their roles, it may be challenging or even impossible to find
suitable replacements. We also depend on the ongoing contributions of our key executives and senior management for
the effective operation and growth of the Company. The loss of any key managerial personnel could lead to difficulties
in finding qualified replacements and may result in additional costs related to recruitment and training, which could
adversely impact our business operations and expansion efforts.
Furthermore, we do not have key person insurance to mitigate the risk associated with the loss of crucial personnel. Over
the years, our Promoter and key managerial personnel have established important relationships with manufacturers,
customers, and other stakeholders. The loss of their services could hinder our ability to execute our business strategy,
potentially leading to material adverse effects on our business, financial condition, results of operations, and future
prospects.
16. Our business is dependent on technology and any disruption or failure of our technology systems may affect our
operations.
We believe that our technological capabilities play a key role in helping us effectively manage our pan-India operations,
maintain operational and fiscal controls, and support our efforts to enhance client service levels. Our business is
significantly dependent on the efficient and uninterrupted operation of our technology infrastructure and systems. For
further details, see “Our Business” on page 142 of this Red Herring Prospectus.
Our operations are vulnerable to interruption by events beyond our control such as fire, earthquake, power loss,
telecommunications or internet failures, terrorist attacks and computer viruses. We are also subject to hacking or other
attacks on our IT systems, and we cannot assure you that we will be able to successfully block or prevent all such
attacks. Any breaches of our IT systems may require us to incur further expenditure on repairs or more advanced security
systems. A significant system failure could adversely affect our ability to manage overall operations, thereby affecting
44our ability to deliver our services to our clients, affecting our reputation and revenues. We may also be exposed to
multiple claims for failed delivery of goods. If such interruption is prolonged, our business, operations, financial
condition and results of operations may be materially and adversely affected.
We expect our clients to continue to demand more sophisticated and customized solutions. We may lose clients and our
business could be affected if we fail to implement and maintain our technology systems or fail to upgrade or replace
our technology systems to handle increased volumes, meet the demands of our clients and protect against disruptions
of our operations. Our operating efficiency may decline, and our growth may suffer if our technology systems are unable
to handle additional volume of our operations as we grow. Some of our existing technologies and processes in the
business may become obsolete or perform less efficiently compared to newer and better technologies and processes in
the future. Certain of our competitors may have access to similar or superior technology or may have better adapted
themselves to technological changes. The cost of upgrading or implementing new technologies, upgrading our
equipment or expanding their capacity could be significant and could adversely affect our business, operations, financial
condition and results of operations. However, the Company does not have any past instances of technology failure
however the same can occur in future which may impact the business of the Company.
17. We have certain outstanding litigation against our Company, an adverse outcome of which may adversely affect
our business, reputation and results of operations.
A summary of outstanding matters set out below includes details of civil proceedings, tax proceedings, statutory and
regulatory actions and other material pending litigation involving us, Directors and Promoters, as at the date of this Red
Herring Prospectus.
Name of Criminal Tax Statutory/ Disciplinary Material Aggregate
Entity Proceedings Proceedings Regulatory Action By Civil Amount
Proceedings SEBI/ Stock Litigations Involved (To
Exchange the extent
ascertainable)*
(₹ in Lakhs)
Company
By the - - - - 01 2.04
company
Against the - 22 - - - 80.75
company
Directors, Promoters, KMP & SMP
By our 01 - - - - 4.85
directors,
promoters,
KMP and SMP
Against our - 04 - - - 2.43
directors,
Promoters,
KMP and SMP
*To the extent quantifiable excluding interest and penalty thereon.
*Note – Both cases pertain to the same matter and hence the aggregate amount has been taken only for one case – 7.57
(₹ In Lakhs) or ₹ 7,56,490 in full figures
The amounts claimed in these proceedings have been disclosed to the extent. 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 liabilities.
We cannot assure you that any of the outstanding litigation matters will be settled in our favour or that no additional
liabilities will arise out of these proceedings. In addition to the above, we could also be adversely affected by complaints,
claims or legal actions brought by persons, including before consumer forums or sector-specific or other regulatory
authorities in the ordinary course of business or otherwise, in relation to our business operations, our intellectual property,
our branding or marketing efforts or campaigns or our policies. We may also be subject to legal action by our employees
and/or former employees in relation to alleged grievances, such as termination of employment. We cannot assure you
that such complaints, claims or requests for information will not result in investigations, enquiries or legal actions by any
regulatory authority or third persons against us.
45For further details of litigation proceedings, please refer the chapter titled “Outstanding Litigations and Material
Developments” on page 239 of this Red Herring Prospectus.
18. We face competition, including from other large and established competitors, and we may fail to compete
successfully against existing or new competitors, which may reduce the demand for our Products which may lead
to reduced prices, operating margins, profits and further result in loss of market share.
We are encountering increasing competition from both current and potential rivals in India and international markets.
These competitors may possess significantly greater brand recognition, longer operational histories, superior financial
resources, advanced product development capabilities, more robust sales and marketing strategies, experienced
management teams, and access to lower-cost capital and other resources. Some may benefit from lower costs or offer a
wider range of products at reduced prices to capture market share. Additionally, competitors might form strategic
alliances or acquire other companies, including our dealers and distributors, enhancing their ability to meet customer
needs and offer lower-cost alternatives, potentially impacting our sales negatively. New competitors could also emerge
at any time. Our rivals might respond more swiftly to new technologies or customer demands and bring existing customer
loyalties that could erode our market share.
Our industry competition revolves around various factors such as pricing, marketing, delivery times, and payment terms.
To stay competitive, we need to continually invest in capital expenditures, research and development, sales, marketing,
and customer support. There is no guarantee that we will have the necessary resources for these investments or the ability
to achieve the technological advancements required to remain competitive. Failure to compete effectively, including
delays in adapting to industry and market changes, might necessitate additional expenses for marketing campaigns,
market research, and investment in new technologies and infrastructure. Increased competition could lead to a slowdown
in corporate account growth, loss of market share, price reductions, and decreased demand for our products, lower
revenue, and diminished profitability.
Moreover, if our competitors consolidate and leverage their financial strength to secure favorable financing terms, they
may undertake aggressive actions such as further acquisitions, enhanced product development, and capacity expansion,
potentially displacing demand for our products. In a fragmented market, any trend toward consolidation could place us
at a competitive disadvantage, materially and adversely affecting our business, operational results, financial condition,
and future prospects.
19. The Company is yet to place orders for 100% of the plant & machineries for our proposed object, as specified in
the Objects of the Offer. Any delay in placing orders, procurement of plant & machineries may delay our
implementation schedule and may also lead to increase in price of these plant & machineries, further affecting
our revenue and profitability.
Our Company have identified the type of plant and machineries required to be bought from the proceeds of the Initial
Public Offer. However, we are yet to place orders for 100% of the Plant & Machinery as detailed in the “Objects of the
Offer” beginning on page 103 of this Red Herring Prospectus. These are based on our estimates and on third-party
quotations, which are subject to a number of variables, including possible cost overruns, changes in management ‘s views
of the desirability of current plans, change in supplier of plant & machineries, equipment among others, which may have
an adverse effect on our business and results of operations. Further, we cannot assure that we would be able to procure
these plant and machineries, or procure the same within budgeted costs and timelines. Delays in acquisition of the same
could result in the cost and time overrun, which would have a material adverse effect on our business, results of operations
and financial condition. For further details, please refer to the chapter titled “Objects of the Offer” beginning on page
103 of this Red Herring Prospectus.
20. We have significant power requirements for continuous running of our factories. Any disruption to our
operations on account of interruption in power supply or any irregular or significant hike in power tariffs may
have an effect on our business, results of operations and financial condition
Our factory has significant electricity requirements and any interruption in power supply may disrupt our operations.
Our business and financial results may be affected by any disruption of operations. We depend on third parties for all of
our power requirements. Further, we have limited options in relation to maintenance of power back-ups such as diesel
generator sets and any increase in diesel prices will increase our operating expenses which may impact our business
margins.
Since we have significant power consumption, any unexpected or significant increase in its tariff can increase the
operating cost of factories and production cost which we may not be able to pass on to our customers. There are limited
number of electricity providers in area from where we operate due to which in case of a price hike we may not be able
to find a cost-effective substitute, which may negatively affect our business, financial condition and results of operations.
46The Company does not have any past instances of interruption in Power Supply or any irregular or significant hike in
power tariffs however the same may occur in future which may impact the business of the Company.
21. The objects of the Fresh Issue and deployment of funds are based on management estimates and have not been
appraised by any external independent agency.
There is no assurance that our expansion and existing plans will be successful. We intend to use the Net Proceeds from
the Offer for the purposes described in “Objects of the Offer” on page 103 of this Red Herring Prospectus. These
expansion and existing plans will result in additional costs of investment towards purchase of machinery and equipment
in fixed assets and new equipment as well as additional working capital requirements. In the event that we fail to achieve
a sufficient level of revenue or manage our costs efficiently, our future financial performance may be materially and
adversely affected. The objects of the Fresh Issue and deployment of funds have not been appraised by any external
agency or any bank or financial institution or any other independent agency and are based on management estimates.
While in absence of monitoring agency, Board and audit committee will be monitoring utilization of the Net Proceeds,
the proposed utilization of Net Proceeds is based on our current business plan, management estimates, prevailing market
conditions and other commercial considerations, which are subject to change and may not be within the control of our
management. Based on the competitive nature of our industry, we may have to revise our business plan and/ or
management estimates from time to time and consequently our funding requirements may also change. Our internal
management estimates may exceed fair market value or the value that would have been determined by third party
appraisals, which may require us to reschedule or reallocate our project and capital expenditure and may have an adverse
impact on our business, financial condition, results of operations and cash flows. Our Company, subject to applicable
laws, will have flexibility to deploy the Net Proceeds. Further, pending utilization of Net Proceeds towards the Objects
of the Offer, our Company will have the flexibility to deploy the Net Proceeds and to deposit the Net Proceeds temporarily
in deposits with one or more scheduled commercial banks included in Second Schedule of Reserve Bank of India Act,
1934, as may be approved by our Board or Audit Committee. Accordingly, prospective investors in the Offer will need
to rely upon our management’s judgment with respect to the use of Net Proceeds.
22. We have certain contingent liabilities as on date of this Red Herring Prospectus that have not been provided for
in our Company’s financials which if materialized, could adversely affect our financial condition.
The following is a summary table of our company’s contingent liabilities as:
(in Lakhs)
Sr. No. Particulars Amount
1. Bank Guarantee (Financial BG) 38.37
2. Tax Deducted at sources 6.03
3. Goods and Service Tax 2.44
4. Income Tax Demand 72.29
In the event any such contingencies mentioned above were to materialize or if our contingent liabilities were to increase
in the future, our financial condition could be adversely affected. For further information, please see “Financial
Information” beginning on page 222 of this Red Herring Prospectus.
23. There have been some instances of delays in the filing of statutory and regulatory dues in the past with the various
government authorities.
In the past, there have been certain instances of delays in filling statutory & regulatory dues with respect to GSTR 3B,
TDS, Tax Liabilities, ESIC, and EPF. These delays were majorly due to the following reasons:
GST: The reasons for delay in GSTR 3B was due to absence of staff, Inadvertent delay from the consultant filing the
GST Returns and New Law, took time for getting updated. The details of such delays including period of delay, payment
dates are as follows:
Financial Year Period of Return Due Date Date of Filing Period of Delay
2024-2025 Dec-24 20-Jan-2025 22-Jan-2025 2
Feb-25 20-Mar-2025 31-Mar-2025 11
Sept-24 11-Oct-2024 14-Oct-2024 3
2023-2024 Jan-24 20-Feb-2024 22-Feb-2024 2
2022-2023 Jan-23 20-Feb-2023 25-Feb-2023 5
Jun-22 20-Jul-2022 28-Jul-2022 8
Aug-22 20-Sep-2022 11-Oct-2022 21
Nov-22 20-Dec-2022 21-Dec-2022 1
Jul-22 20-Aug-2022 30-Aug-2022 10
47Oct-22 20-Nov-2022 30-Nov-2022 10
Apr-21 20-May-2021 19-Jun-2021 30
2021-2022
Feb-22 20-Mar-2022 24-Mar-2022 4
Mar-22 20-Apr-2022 2-May-2022 12
Dec-21 20-Jan-2022 31-Jan-2022 11
Nov-21 20-Dec-2021 22-Dec-2021 2
Sep-21 20-Oct-2021 21-Oct-2021 1
May-21 20-Jun-2021 16-Jul-2021 26
Jul-21 20-Aug-2021 21-Aug-2021 1
Jun-20 20-Jul-2020 18-Aug-2020 29
2020-2021
Jul-20 20-Aug-2020 29-Sep-2020 40
May-20 27-Jun-2020 17-Aug-2020 51
Jan-21 20-Feb-2021 9-Mar-2021 17
Mar-21 20-Apr-2021 24-Apr-2021 4
Apr-20 20-May-2020 27-Jun-2020 38
Aug-20 20-Sep-2020 12-Oct-2020 22
Nov-19 20-Dec-2019 17-Jan-2020 28
2019-2020
Oct-19 20-Nov-2019 25-Dec-2019 35
Dec-19 20-Jan-2020 20-Feb-2020 31
May-19 20-Jun-2019 26-Jul-2019 36
Aug-19 20-Sep-2019 19-Nov-2019 60
Jul-19 20-Aug-2019 3-Oct-2019 44
Jun-19 20-Jul-2019 6-Aug-2019 17
Sep-19 20-Oct-2019 25-Nov-2019 36
Jan-20 20-Feb-2020 20-Mar-2020 29
Mar-20 20-Apr-2020 24-Jun-2020 65
Feb-20 20-Mar-2020 24-Jun-2020 96
Apr-19 20-May-2019 25-Jul-2019 66
Dec-18 20-Jan-2019 23-May-2019 123
2018-2019
Nov-18 20-Dec-2018 23-May-2019 154
Oct-18 20-Nov-2018 23-May-2019 184
Jun-18 20-Jul-2018 21-Nov-2018 124
Sep-18 25-Oct-2018 24-Nov-2018 30
Aug-18 20-Sep-2018 21-Nov-2018 62
Jul-18 24-Aug-2018 21-Nov-2018 89
May-18 20-Jun-2018 4-Oct-2018 106
Apr-18 20-May-2018 30-May-2018 10
Jan-19 22-Feb-2019 25-May-2019 92
Feb-19 20-Mar-2019 27-May-2019 68
Mar-19 20-Apr-2019 27-Jun-2019 68
Oct-17 20-Nov-2017 30-Dec-2017 40
2017-2018
Nov-17 20-Dec-2017 31-Dec-2017 11
Feb-18 20-Mar-2018 27-Apr-2018 38
Jul-17 25-Aug-2017 29-Dec-2017 126
Mar-18 20-Apr-2018 22-May-2018 32
Sep-17 20-Oct-2017 30-Dec-2017 71
Aug-17 20-Sep-2017 30-Dec-2017 101
Dec-17 22-Jan-2018 5-Feb-2018 14
There were instances of delayed filing of PF/ESIC for which the company has taken the corrective measures and
currently the same is on track and is filed on time.
Financial Year Monthly Year and Date of Due Date Delay in
Contribution Months Payment Days
2 024-25 71,878.00 Apr-24 17-May-24 15-May-24 2
69,891.00 May-24 6-Jul-24 15-Jun-24 21
68,533.00 Jun-24 30-Jul-24 15-Jul-24 15
75,732.00 Jul-24 14-Sep-24 15-Aug-24 30
72847 Aug-24 31-Oct-24 15-Sep-24 46
74,296.00 Sep-24 31-Oct-24 15-Oct-24 16
4869,421.00 Oct-24 16-Nov-24 15-Nov-24 1
65,044.00 Nov-24 22-Jan-25 15-Dec-24 38
75,295.00 Dec-24 25-Ja n-25 15-Ja n-25 10
Total 6,42,937.00
2 023-24 33,130.00 Jun-23 18-Jul-23 15-Jul-23 3
35,245.00 Jul-23 19-Aug-23 15-Aug-23 4
36,056.00 Aug-23 19-Sep-23 15-Sep-23 4
36,472.00 Sep-23 2-Dec-23 15-Oct-23 48
38,342.00 Oct-23 2-Dec-23 15-Nov-23 17
38,250.00 Nov-23 19-Dec-23 15-Dec-23 4
56,591.00 Dec-23 16-Feb-24 15-Jan-24 32
75,383.00 Jan-24 7-Mar-24 15-Feb-24 21
72,537.00 Feb-24 19-Mar-24 15-Mar-24 4
74,572.00 Mar-24 18-Ap r-24 15-Ap r-24 3
Total 496,578.00
2 022-23 23,151.00 Apr-22 19-May-22 15-May-22 4
25,856.00 Jun-22 25-Jul-22 15-Jul-22 10
26,353.00 Jul-22 26-Aug-22 15-Aug-22 11
34,394.00 Aug-22 15-Nov-22 15-Sep-22 61
26,668.00 Sep-22 31-Oct-22 15-Oct-22 16
25,394.00 Feb-23 18-M ar-23 15-M ar-23 3
Total 161,816.00
2 021-22 10,554.00 May-21 16-Jun-21 15-Jun-21 1
23,559.00 Aug-21 18-Sep-21 15-Sep-21 3
26,961.00 Nov-21 28-Feb-22 15-Dec-21 75
22,814.00 Dec-21 28-Feb-22 15-Jan-22 44
22,994.00 Jan-22 28-Feb-22 15-Feb-22 13
26,898.00 Feb-22 19-May-22 15-Mar-22 65
19,581.00 Mar-22 19-Ma y-22 15-Ap r-22 34
Total 1,53,361.00
2 020-21 1,833.00 Apr-20 25-Jun-20 15-May-20 41
6,151.00 May-20 2-Jul-20 15-Jun-20 17
15,724.00 Jun-20 18-Jul-20 15-Jul-20 3
16,985.00 Jul-20 18-Aug-20 15-Aug-20 3
17,103.00 Aug-20 24-Sep-20 15-Sep-20 9
17,069.00 Sep-20 21-Oct-20 15-Oct-20 6
23,393.00 Feb-21 17-M ar-21 15-M ar-21 2
Total 98,258.00
2 019-20 19,512.00 May-19 19-Jun-19 15-Jun-19 4
17,266.00 Jun-19 17-Jul-19 15-Jul-19 2
18,185.00 Jul-19 26-Aug-19 15-Aug-19 11
17,754.00 Aug-19 19-Sep-19 15-Sep-19 4
19,207.00 Sep-19 17-Oct-19 15-Oct-19 2
17,748.00 Oct-19 20-Nov-19 15-Nov-19 5
17,758.00 Nov-19 20-Dec-19 15-Dec-19 5
18,366.00 Feb-20 23-Mar-20 15-Mar-20 8
5,438.00 Mar-20 29-Ap r-20 15-Ap r-20 14
Total 1,51,234.00
2 018-19 14,519.00 Apr-18 21-May-18 15-May-18 6
14,997.00 May-18 21-Jun-18 15-Jun-18 6
16,533.00 Jul-18 23-Aug-18 15-Aug-18 8
16,555.00 Aug-18 19-Sep-18 15-Sep-18 4
19,928.00 Sep-18 22-Oct-18 15-Oct-18 7
19,378.00 Oct-18 27-Nov-18 15-Nov-18 12
18,058.00 Dec-18 24-Jan-19 15-Jan-19 9
18,434.00 Feb-19 26-Mar-19 15-Mar-19 11
19,514.00 Mar-19 17-Ap r-19 15-Ap r-19 2
Total 1,57,916.00
2 017-18 20,713.00 Apr-17 20-May-17 15-May-17 5
18,028.00 May-17 19-Jun-17 15-Jun-17 4
4919,774.00 Jul-17 19-Aug-17 15-Aug-17 4
19,914.00 Aug-17 29-Sep-17 15-Sep-17 14
21,822.00 Sep-17 24-Oct-17 15-Oct-17 9
18,303.00 Oct-17 24-Nov-17 15-Nov-17 9
18,683.00 Nov-17 25-Dec-17 15-Dec-17 10
17,043.00 Dec-17 17-Jan-18 15-Jan-18 2
15,835.00 Feb-18 31-Mar-18 15-Mar-18 16
15,509.00 Mar-18 18-Ap r-18 15-Ap r-18 3
Total 1,85,624.00
2 016-17 22,472.00 Dec-16 20-Feb-17 15-Jan-17 36
22,752.00 Jan-17 21-Feb-17 15-Feb-17 6
24,580.00 Feb -17 18-M ar-17 15-M ar-17 3
Total 69,804.00
As a result, the Company has filed returns and payments with delay penalty. However, the Board of Directors of our
company has taken note of these delays in fulfilling our statutory and regulatory obligations. There can be no assurance
that delays or default with respect to payment of statutory and regulatory dues will not occur in the future which in turn
may affect our reputation and financial results.
The Company has taken comprehensive steps to enhance regulatory compliance and mitigate the risk of inadvertent delay
in filing. We have implemented a “maker and checker” control mechanism to ensure greater accuracy and accountability
across all regulatory filings. Under this system, one individual (the maker) is responsible for preparing or entering
information, while a second individual (the checker) independently reviews and verifies the information for accuracy
before final submission.
24. Counterparty credit risk, delay or non-receipt of payments.
Our Company’s business is working capital intensive and hence, trade receivables form a major part of our current assets.
Delays in customer payments can severely disrupt a business's cash flow, making it difficult to cover operational
expenses and meet financial obligations. As payments are delayed, businesses may face increased borrowing costs or
need to take short-term loans to maintain liquidity, which adds financial strain. The need for additional resources to chase
overdue payments further increases operational costs and administrative burdens. If delays continue, businesses risk bad
debts, damaging profitability and hindering growth opportunities.
During the Financial Year ended on March 31, 2025, March 31, 2024 and March 31, 2023 our trade receivables were
₹ 1,206.59 Lakhs, ₹ 446.75 Lakhs, ₹ 651.88 Lakhs, respectively. Extended payment delays also harm customer
relationships, leading to lost trust and potential loss of future business. If payments remain unpaid, businesses may need
to pursue legal action, which incurs costs and risks damaging the company's reputation. Overall, payment delays threaten
both financial stability and long-term sustainability, making effective credit management and prompt follow-up essential.
Such defaults/delays by our customers in meeting their payment obligations to us may have a material effect on our
business, financial condition and results of operations. Such situation may require an additional and, consequently, higher
finance cost which will adversely impact our profitability.
25. We derived a significant portion of our revenue from the sale of top 5 products i.e. GFRP Rebars, FRP/GRP
Pipes, FRP Sheets, FRP/GFRP Structural/ Pultruded Profiles, FRP/GRP Ladders. Any decline in the sales of
our top 5 products could have an adverse effect on our business, results of operations and financial condition.
We generate a significant portion of our revenue from sale of top 5 products i.e. GFRP Rebars, FRP/GRP Pipes, FRP
Sheets, FRP/GFRP Structural/ Pultruded Profiles, FRP/GRP Ladders which contributed to 96.73 % of our Revenue from
Operations in for the financial year ended, March 31, 2025, amounting to ₹ 3,147.88. Any decline in the sales of GFRP
Rebars, FRP/GRP Pipes, FRP Sheets, FRP/GFRP Structural/ Pultruded Profiles, FRP/GRP Ladders on account of any
reason including increased competition, pricing pressures or fluctuations in the demand for or supply of such products
may adversely affect our business, results of operations and financial condition. We cannot assure you that we will be
able to maintain the same levels of sales in the future. Any inability on our end to anticipate and adapt to technological
changes or evolving consumer preferences and/or any decrease in the demand for our key product may adversely impact
on our business prospects and financial performance.
Details of Top 5 products which majorly contribute to the revenue of the Company for the previous three financial
year are stated below:
(₹ in Lakhs)
50S Products For financial year ended
L March 31, % of Total March 31, % of March 31, % of Total
2025 Revenue 2024 Total 2023 Revenue
Revenue
1 GFRP Rebars 2156.60 66.27% 2,003.43 70.90% 1,283.32 53.51%
2 FRP/GRP Pipes 201.64 6.20% 153.19 5.42% 299.34 12.48%
3 FRP Sheets 210.73 6.48% 5.94 0.21% 2.19 0.09%
4 FRP/GFRP Structural/ 529.78 16.28% 71.77 2.54% 196.90 8.21%
Pultruded Profiles
5 FRP/GRP Ladders 49.12 1.51% 109.63 3.88% 36.91 1.54%
Total 3,147.88 96.73% 2,343.96 82.95% 1,818.66 75.83%
26. The structure and specific provisions such as negative covenants in our financing arrangements could adversely
affect our financial condition.
Some of our loan agreements include financial and non-financial covenants. The agreements governing certain of our
debt obligations include terms that require us to obtain prior consent before undertaking, among other things, the
following:
• any dilution of capital or sale of fixed assets;
• dilution of stake in the business and withdrawal of any unsecured loans;
• reduction of the Promoter’s stake or investment in our Company; and
• extension of financial assistance to an associate concern;
Such restrictive covenants in our loan agreements may restrict our operations or ability to expand and may adversely
affect our business. For details of these restrictive covenants and other risks in relation to our financing arrangements,
see the sections titled “Financial Indebtedness” at page 237 of this Red Herring Prospectus.
The use of borrowings presents the risk that we may be unable to service interest payments and principal repayments or
comply with other requirements of any loans, rendering borrowings immediately repayable in whole or in part, together
with any attendant cost, and we might be forced to sell some of its assets to meet such obligations, with the risk that
borrowings will not be able to be refinanced or that the terms of such refinancing may be less favourable than the existing
terms of borrowing.
In addition, a decline in our revenue for any reason may affect our cash flows and results of operations and potentially
result in a breach of any of our financial covenants specified in our banking arrangements, thereby causing an event of
default with the result that the lenders could enforce their security and take possession of the underlying properties. Any
cross-default provisions could magnify the effect of an individual default and if such a provision were exercised, this
could result in a substantial loss to us in addition to potentially disrupting our operations. If our borrowings become more
expensive, relative to the revenue they receive from their investments, then our results of operations will be adversely
affected. If we are not able to obtain new finance for any reason, we may suffer a substantial loss as a result of having to
dispose off the investments which cannot be refinanced.
27. We have experienced negative cash flows in the prior periods.
Our Company had negative cash flows from our operating activities, investing activities as well as financing activities
in the previous year(s) as per the Restated Financial Statements and the same are summarized as under:
(Rs. in Lakhs)
Particulars For the year ended March 31,
2025 2024 2023
Net cash (used in)/ generated from operating Activities 33.55 907.05 99.06
Net cash (used in)/ generated from investing Activities (736.53) (536.32) (168.78)
Net cash (used in)/ generated from financing Activities 697.41 (293.43) 67.02
Net increase/ (decrease) in cash and cash Equivalents (5.56) 77.30 (2.69)
Cash and Cash Equivalents at the beginning of the period 81.95 4.65 7.34
Cash and Cash Equivalents at the end of the Period 76.39 81.95 4.65
Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital
expenditure, pay dividends, repay loans, and make new investments without raising finance from external resources. If
we are not able to generate sufficient cash flows in future, it may adversely affect our business and financial operations.
28. Our Company has issued Equity Shares in the last one year at a price which may be lower that the Offer Price.
51We have issued Equity Shares in the preceding one year at a price which is lower than the Offer Price excluding Bonus
Issue. The details of the Equity Shares have been provided below:
Date of No. of Face Issue Reasons Whether Allottees No. of
Allotment Equity Value Price of part of Shares
Shares (₹) (₹) Allotment Promoter Allotted
Group
September 4,00,300 10.00 105.00 Preferenti No M/s. Regal Jute Private Limited 15,000
30, 2024 al M/s. Manoj Kumar Kochar (HUF) 19,000
Allotment Mr. Anshul Agarwal 30,000
Mr. Kashish Agarwal 38,000
Mr. Nasir Haji Aziz Boda 19,000
Mr. Amit Agarwal 15,000
Ms. Dipali Bothra 22,500
Mr. Ghanshyam Das Manihar 9,400
Ms. Leela Devi Manihar 9,400
Modest Investment Co. (P) Ltd. 48,000
Ms. Pragati Jalan 19,000
M/s. Shree Shyam Investments 47,000
(through its proprietor Ms. Megha
Bhuwania
M/s. Basudev Dealers LLP 47,000
Pulin Investments Private Limited 62,000
Total 4,00,300
29. Compliance with and changes in safety, health and environment laws and regulations may adversely affect our
business, prospects, financial condition and results of operations.
Due to the nature of our business, we anticipate being subject to extensive and increasingly stringent environmental,
health, and safety laws and regulations, as well as various labour and workplace regulations. Specifically, we are
governed by some environmental laws and regulations and state specific laws including, but not limited to:
• Environment (Protection) Act, 1986
• Air (Prevention and Control of Pollution) Act, 1981
• Water (Prevention and Control of Pollution) Act, 1974
• West Bengal Tax on Profession, Trade, Callings and Employment Act, 1979
• Factories Act 1948
• Other regulations issued by the Pollution Control Boards of West Bengal
These laws regulate the discharge, emission, storage, handling, and disposal of various substances that may be used in
or generated by our operations. The scope and impact of new environmental regulations, along with their effects on our
operations, are difficult to predict. Consequently, the costs and management resources required to comply with these
regulations could be significant.
Amendments to existing statutes may introduce additional compliance obligations for our Company, potentially leading
to expenses related to clean-up and remediation, as well as damages, fines, penalties, and the possible closure of
production facilities for non-compliance. Such liabilities and related litigation could adversely affect our business,
prospects, financial condition, and operational results.
The Company does not have any past instances of expenses related to clean-up and remediation, as well as damages,
fines, penalties, and the possible closure of production facilities for non-compliance, however the same may occur in
future which may impact the business of the Company.
30. The average cost of acquisition of Equity Shares by the Promoters is less than the Offer Price.
The average cost of acquisition of Equity Shares by the Promoters is less than the Offer Price. The details of the average
cost of acquisition of Equity shares held by the Promoters are set out as below:
Name of the Promoters Average Cost of Acquisition (₹)
Mr. Manish Bajoria 3.39
M/s. Swabhumi Distributors Private Limited 1.68
Ms. Neelam Bajoria 1.54
52M/s. Manish Bajoria HUF 2.50
Mr. Ashish Bajoria Nil
31. Failure to protect our intellectual property rights may adversely affect our competitive business position, financial
position and profitability.
Currently, our Company has applied for the registration of our trademark as per the Trade Marks Act, 1999 as mentioned
below:
Logo Class & Application no./ Current Status
Temporary Reference no.
Formality Check Pass
Class 17- 6622120
Class 17- 11778856 Formality Check Pass
Class 19-11778865
Class 35 -11778866
Class 17- 11779874 Formality Check Pass
Class 19-11779976
Class 35 -11780038
Class 17 – 11780078 Formality Check Pass
Class 19-11780116
Class 35-11780152
Until this application is granted, there is a risk that other vendors in similar lines of business may utilize our trademark,
which could limit our ability to initiate legal proceedings to protect our brand name.
In the event of opposition from third parties or if any injunctive or adverse order is issued against us concerning our
trademark, we may encounter difficulties in effectively using this intellectual property or securing the necessary legal
protection. This situation could impede our ability to prevent unauthorized use by third parties, potentially harming our
goodwill and overall business.
Furthermore, we may find it challenging to detect instances of unauthorized use or infringement and may be unable to
take timely and appropriate action to enforce our rights. We cannot provide any assurance that unauthorized use or
infringement will not negatively impact our business prospects. If we are unable to protect our trademark from
unauthorized use, it could significantly affect our revenues and profitability.
For further details, see “Government and Other Statutory Approvals” on page 245 of this Red Herring Prospectus. In
the event that we are unable to obtain such approvals in a timely manner or at all, our business operations may be
adversely affected.
32. Brand recognition is important to the success of our business, and our inability to build and maintain our brand
name will harm our business, financial condition and results of operation.
Brand recognition is important to the success of our business. Establishing and maintaining our brand name in the
industry or for people relying on services is critical to the success of the customer acquisition process of our business.
Although, we expect to allocate significant number of resources, financial and otherwise, on establishing and maintaining
our brands, no assurance can be given that our brand name will be effective in attracting and growing user and client
base for our businesses or that such efforts will be cost-effective, which may negatively affect our business, financial
condition and results of operations.
The Company's success significantly depends on its brand recognition and reputation within the industry. Failure to build
and maintain strong brand name could adversely impact the Company's business, financial condition, and operation
results.
53Customers are more likely to choose and remain loyal to companies they recognise and trust, leading to increased revenue
and market share. Strong brand recognition may allow the Company to command premium prices for its services
compared to less-known competitors. A respected brand attracts and retains skilled professionals, further enhancing the
Company's competitiveness. A well-established brand requires less marketing and advertising expenditure to reach target
customers. If the Company fails to reach its target audience with its marketing and branding efforts, it may not achieve
the desired level of brand recognition. Any negative publicity or reputational damage, such as accidents, service failures,
or ethical lapses, could significantly erode brand equity and customer trust. This industry is highly competitive, and
established brands may significantly challenge the Company's efforts to build brand recognition. Customer preferences
can shift over time, and the Company's brand may become less relevant or appealing if it fails to adapt to changing
market trends.
33. A portion of our revenues and expenses are denominated in foreign currencies. As a result, we are exposed to
foreign currency exchange risks and regulatory changes in foreign exchange management which may adversely
impact our results of operations.
A portion of our revenue and expenses are conducted in foreign currencies, exposing us to foreign currency exchange
risks. As we engage in transactions denominated in currencies other than our reporting currency, fluctuations in exchange
rates can impact our financial performance. For instance, if the value of the foreign currency decreases relative to our
reporting currency, the revenue from these transactions may be lower when converted. Conversely, if the foreign
currency appreciates, our costs associated with those currencies could increase, potentially affecting our profitability.
Below table shows details of Foreign Currency transactions undertaken by the company for the financial years ended
March 31, 2025, March 31, 2024, and March 31, 2023.:
For the year
For the year For the year
From 1.4.24 to ended
Particulars ended ended
31.10.2024 31 March
31.03.2024 31.03.2022
2023
Expense in Foreign Currency
Purchases (In USD)
133,754.40 262,467.58 295,770 -
Purchases (In INR in Lacs)
112.90 218.50 243.00 -
Expenses ( Customs Duty, Freight,
insurance, SWS)
14.94 33.56 57.86 4,357.00
Capital Goods in Foreign Currency
Purchases (In USD)
- - 145,700.00 44,750.00
Purchases (In Russian Ruble)
8,100,000.00 - -
Purchases (In INR in Lacs)
- 91.23 118.78 33.61
Income in Foreign Currency
Sales (In USD)
32,103.00 57,520.01 156,224.50 162,296.00
Sales (In INR in Lacs)
25.38 43.49 119.81 117.19
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Expense in Foreign Currency
Purchases (In USD) 354,615.75 262,467.58 295,770.45
Purchases (In INR in Lakhs) 303.03 218.50 243.00
Capital Goods in Foreign Currency
54Purchases (In USD) - - 145,700.00
Purchases (In Russian Ruble) - 8,100,000.00 -
Purchases (In INR in Lakhs) - 91.23 118.78
Income in Foreign Currency
Sales (In USD) 61,857.00 57,520.01 156,224.50
Sales (In INR in Lakhs) 49.12 43.49 119.81
Additionally, we are subject to foreign exchange regulations, which can vary by jurisdiction and may change over time.
Such regulatory changes can affect how we manage and convert foreign currencies, introducing potential additional costs
or complexities in our operations.
Therefore, the risks associated with foreign currency exchange and regulatory changes may adversely impact our
financial results and operational performance.
34. Our Company has unsecured loans which are repayable on demand. Any demand from lenders for repayment of
such unsecured loans may adversely affect our cash flows.
Our Company has availed unsecured loans which may be recalled by lenders at any time with or without the existence
of an event of default, on short or no notice. As of March 31, 2025, such loans amounted to ₹ 10.67 lakhs outstanding to
Related Parties. In the event that any lender seeks a repayment of any such loan, our Company would need to find
alternative sources of financing, which may not be available on commercially reasonable terms, or at all. As a result, any
such demand may affect our business, cash flows, financial condition and results of operations. For further details, please
see the section entitled “Statement of Financial Indebtedness” on page 237 of this Red Herring Prospectus.
35. Our insurance coverage may prove inadequate to satisfy future claims against us.
Our operations are subject to risks inherent in manufacturing facilities such as risk of equipment failure, work accidents,
fire, earthquakes, flood and other force majeure events, acts of terrorism and explosions including hazards that may cause
injury and loss of life, severe damage to and the destruction of property and equipment and environmental damage. Our
significant insurance policies consist of, among others, insurance policy of Marine Cargo Open Cover/Open Policy for
import and export, policy of Marine Cargo Open Cover/Open Policy for inland, Policy for Standard Fire & Special Perils,
Burglary Insurance Policy, and Vehicle Insurance. One of our Vehicle Insurance Policy with ICICI Lombard is
inadvertently in the name ARC Insulation and Imsulators instead of ARC Insulation and Insulators Limited. Failure to
effectively cover ourselves against the associated risks may potentially lead to material losses. There can be no assurance
that our insurance policies will be adequate to cover the losses/ damages suffered or that such insurance coverage will
continue to be available on reasonable terms or will be available in sufficient amounts to cover one or more large claims,
or that the insurer will not disclaim coverage as to any future claim. If we suffer a significant uninsured loss or if insurance
claim in respect of the subject matter of insurance is not accepted or any insured loss suffered by us significantly exceeds
our insurance coverage, our business, financial condition and results of operations may be materially and adversely
affected. Our Company has not filed any insurance claim for the Fiscals 2025, 2024, and 2023.
For further details kindly refer to chapter titled “Business Overview” beginning on pages 142, of this Red Herring
Prospectus.
36. If we are unable to source business opportunities effectively, we may not achieve our financial objectives.
Our ability to achieve our financial objectives will depend on our ability to identify, evaluate and accomplish business
opportunities. To grow our business, we will need to hire, train, supervise and manage new employees and to implement
systems capable of effectively accommodating our growth. However, we cannot assure you that any such employees will
contribute to the success of our business or that we will implement such systems effectively. Our failure to source
business opportunities effectively could have a material adverse effect on our business, financial condition and results of
operations. It is also possible that the strategies used by us in the future may be different from those presently in use. No
assurance can be given that our analyses of market and other data or the strategies we use or plans in future to use will
be successful under various market conditions.
37. Our failure to perform in accordance with the standards prescribed in our client contracts could result in loss of
business or payment of liquidated damages.
We may be unable to effectively address capacity constraints or accurately predict capacity requirements, as a result of
which our clients may experience service shortfalls. Any disruptions to our businesses, including as a result of actions
outside of our control, could significantly impact the continued performance of our contractual obligations to meet the
quality or performance standards set out in our client contracts which may in-turn harm our reputation, cause clients to
terminate their contracts with us, impair our ability to obtain renewal of our contracts from existing clients and impair
55our ability to grow our client base, any of which could adversely affect our business, financial condition and results of
operations. In the event that we are unable to meet the prescribed obligations, we may also be required to pay
compensation or liquidated damages to our clients on the terms set out in our contracts. In certain instances, we may also
be required to bear consequential liability.
38. We are heavily dependent on machinery for our operations. Any break-down of our machinery will have a
significant impact on our business, financial results and growth prospects.
Our manufacturing facility relies heavily on plant and machinery, making us vulnerable to significant repair and
maintenance costs in the event of a malfunction or breakdown. Such issues could also cause operational delays. While
we strive to maintain adequate supplies of spare parts and maintenance equipment, delays in procuring necessary parts
or completing repairs could disrupt our manufacturing operations, adversely affecting our operational results and
financial condition. Additionally, we do not carry insurance for machinery breakdowns, meaning any associated costs
would be our responsibility and could negatively impact our financial condition and operational results.
The Company does not have any past instances related to break-down of machinery. However, the same may occur in
future which may impact the business of the Company.
39. Orders placed by customers may be delayed, modified, cancelled or not fully paid for by our customers, which
may have an adverse effect on our business, financial condition and results of operations.
We may encounter problems in executing the orders in relation to our products or executing it on a timely basis.
Moreover, factors beyond our control or the control of our customers, including delays or failure to obtain necessary
permits, authorizations, permissions and other types of difficulties or obstructions, may result in the postponement of the
delivery of products or cause its cancellation. Further, the order could be rejected or sometimes we need to do some
modification as per requirement of the customers. Accordingly, it is difficult to predict with certainty if, when, and to
what extent we may be able to deliver the orders placed. Failure to deliver products on time could lead to customers
delaying or refusing to pay the amount, in part or full, which may adversely affect our business. In addition, even where
a delivery proceeds as scheduled, it is possible that the contracting parties may default or otherwise fail to pay amounts
owed. Any such adverse event in the future could materially harm our cash flow position and income.
40. Our Promoters has provided a personal guarantee for loans availed by us.
In the event of default of the debt obligations, the personal guarantees may be invoked thereby adversely affecting our
Promoter’s ability to manage the affairs of our Company and our Company’s profitability and consequently, this may
impact our business, prospects, financial condition, and results of operations. Our Company has availed loans in business.
Our Promoters has provided a personal guarantee in relation to certain loans availed by our Company, for details please
see “Financial Indebtedness” on page 237 of the Red Herring Prospectus. In the event of default in repayment of the
loans by the Company, the personal guarantee extended by our Promoters may be invoked by our lenders thereby
adversely affecting our Promoter’s ability to manage the affairs of our Company and this, in turn, could adversely affect
our business, prospects, financial condition and results of operations.
41. Our Company will not receive any proceeds from the Offer for Sale.
This offer document comprises of an offer for sale of 215,000 Equity Shares by the promoter Mr. Manish Bajoria. The
proceeds from the Offer pertaining to the above sale shares will be paid to Selling Shareholder for the Equity Shares
offered by it in the Offer and we will not receive any proceeds from the Offer. For further details, please refer the chapter
titled “Objects of the Offer” on page no. 103 of this Prospectus.
42. We are dependent on third party transportation providers for the delivery of raw materials and products.
Accordingly, continuing increases in transportation costs or unavailability of transportation services for our
products, as well the extent and reliability of Indian infrastructure may have an adverse effect on our business,
financial condition, results of operations and prospects.
We rely on third-party transportation providers for the supply of most of our raw materials and the delivery of our
products to customers. Transportation strikes could negatively impact our ability to receive raw materials and deliver
products. Additionally, the non-availability of trucks could further disrupt our supply chain. Transportation costs in India
have been steadily increasing over the past few years. Although these costs are typically borne by the end consumer, we
may not always be able to pass them on to our customers. Continuous increases in transportation costs or unavailability
of transportation services could adversely affect our business, financial condition, operational results, and prospects.
Moreover, India's physical infrastructure is less developed compared to many developed nations. Issues with ports, rail
and road networks, the electricity grid, communication systems, or other public facilities could disrupt our normal
56business activities, including the supply of raw materials and the delivery of products via third-party transportation
providers. Any deterioration in India's infrastructure would harm the national economy, disrupt the transportation of
goods, and increase business costs. These challenges could interrupt our operations, materially impacting our financial
condition and operational results.
43. We may not be able to realise the amounts, partly or at all, reflected in our Order Book which may materially and
adversely affect our business, prospects, reputation, profitability, financial condition and results of operation.
Future earnings related to the supply of our services in the order book may not be realized and although the orders in the
order book represent business that is considered firm, cancellations or scope or schedule adjustments may occur. We
may also encounter problems executing the order or executing it on a timely basis. Moreover, factors beyond our control
or the control of our clients may postpone the delivery or cause its cancellation, including delays or failure to obtain
necessary permits, authorizations, permissions, right-of-way, and other types of difficulties or obstructions. Due to the
possibility of cancellations or changes in scope and schedule of orders, resulting from our clients’ discretion or problems
we encounter in execution of such contracts or reasons outside our control or the control of our clients, we cannot predict
with certainty when, if or to what extent an order forming part of our order book will be performed. Delays in the
completion of an order can lead to clients delaying or refusing to pay the amount, in part or full, that we expect to be
paid in respect of such order. Even relatively short delays or difficulties in the execution of an order could result in our
failure to receive, on a timely basis or at all, all payments due to us on a project.
44. Misconduct or errors by manpower engaged by us could expose us to business risks or losses that could adversely
affect our business prospects, results of operations and financial condition.
Misconduct or errors by manpower engaged by us could expose us to business risks or losses, including regulatory
sanctions, penalties and serious harm to our reputation. Such misconduct includes breach of security requirements,
misappropriation of funds, hiding unauthorized activities, failure to observe our stringent operational standards and
processes and improper use of confidential information. It is not always possible to detect or deter such misconduct, and
the precautions we take to prevent and detect such misconduct may not be effective.
The risks associated with the deployment of manpower engaged by us include, among others, possible claims relating
to:
• actions or inactions, including matters for which we may have to indemnify our clients;
• our failure to adequately verify personnel backgrounds and qualifications resulting in deficient services;
• failure of manpower engaged by us to adequately perform their duties or absenteeism;
• errors or malicious acts or violation of security, privacy, health and safety regulations; and
• damage to our clients’ facilities or property due to negligence or criminal acts.
These claims may give rise to litigation and claims for damages, which could be time-consuming. These claims may also
result in negative publicity and adversely impact our reputation and brand name. We may also be affected in our
operations by the acts of third parties, including sub-contractors and service providers. Any claims and proceedings for
alleged negligence as well as regulatory actions may in turn materially and adversely affect our brand and our reputation,
and consequently, our business, financial condition, results of operations and prospects.
The Company does not have any past instances of misconduct and error by manpower. However, the same may occur in
future which may impact the business of the Company
45. Introduction of alternative technology in manufacturing by our competitors may reduce demand for our existing
products and may adversely affect our profitability and business prospects.
Our competitors may decide to seek alternative technology coupled with the development of more alternatives, which
may adversely affect our business and profitability if we are not able to respond to these changes. Our ability to anticipate
changes in technology, to develop & introduce new and enhanced products successfully on a timely basis will be a
significant factor in our ability to grow and remain competitive. We cannot assure you that we will be able to achieve
the technological advances that may be necessary for us to remain competitive or that certain of our products will not
become obsolete. We are also subject to the risks generally associated with new product introductions and applications,
including lack of market acceptance and delays in product development. Any failure on our part to forecast and / or meet
the changing demands will have an adverse effect on our business, profitability and growth prospects.
5746. We have not entered into long-term contracts with our major customers and typically operate on the basis of
purchase orders, which could adversely impact our revenues and profitability.
We generate sales generally by our continuing relationships with our customers as we do not enter in any long-term
contract with our customers. Any change in the buying pattern of our end users or disassociation of major customers can
adversely affect the business of our Company. The loss of or interruption of work by, a significant customer or a number
of significant customers or the inability to procure new orders on a regular basis or at all may have an adverse effect on
our revenues, cash flows and operations. Although we believe that we have historical business relations with our
customers and have received continued business from them in the past, but there is no certainty that the same will continue
in the years to come and may affect our revenues and profitability.
47. Our business strategies and expansion plans may be subject to various unfamiliar risks and may not be successful.
Our business strategies include the diversification of our revenue streams by addition of new clients, strengthening our
relationships with our existing clients, focus on large transactions and providing integrated, end-to-end solutions, focus
on increasing our revenues from new and existing industry verticals and taking advantage of the changing textile industry
dynamics.
These strategies require us to expand our operations to other geographical areas and in new industry verticals. Risks that
we may face in implementing our business strategy in these markets may substantially differ from those previously
experienced, thereby exposing us to risks related to new markets, industry verticals and clients. The commencement of
operations beyond our current markets and industry verticals is subject to various risks including unfamiliarity with
pricing dynamics, competition, service and operational issues as well as our ability to retain key management and
employees. There can also be no assurance that we will not experience issues such as capital constraints, difficulties in
expanding our existing operations and challenges in training an increasing number of personnel to manage and operate
our expanded business, or that we will be able to successfully manage the impact of our growth on our operational and
managerial resources and control systems. We may not be able to successfully manage some, or all of the risks associated
with such an expansion into new geographical areas and new industry verticals, which may place us at a competitive
disadvantage, limit our growth opportunities and materially and adversely affect our business, results of operations and
financial condition. Furthermore, our participating in industry verticals such as e-commerce and bulk has increased in
recent financial periods. We cannot guarantee that our business in these industry verticals will continue to perform in a
manner consistent with its performance in prior periods.
Going forward, we plan to make further investments or undertake transactions to enhance our operations and
technological capabilities in the markets where we currently operate. However, it is possible that we may not be able to
identify suitable investment opportunities in the future and if we do identify suitable opportunities, we cannot assure you
that we will be able to achieve the strategic purpose of these investments and generate the expected benefits. Our
management's attention and resources may also be diverted from our operations as a result of these investment
transactions. If any of the foregoing risks materialize, it could adversely affect our business, financial condition, results
of operations and prospects.
48. General economic and market conditions in India and globally could have a material adverse effect on our
business, financial condition, cash flows, results of operations and prospects.
Our business is highly dependent on economic and market conditions in India and other jurisdictions where we operate.
General economic and political conditions in India, such as macroeconomic and monetary policies, industry-specific
trends, mergers and acquisitions activity, legislation and regulations relating to the financial and securities industries,
household savings rate, investment in alternative financial instruments, upward and downward trends in the market,
business and financial sectors, volatility in security prices, perceived lack of attractiveness of the Indian capital markets,
inflation, foreign direct investment, consumer confidence, currency and interest rate fluctuations, availability of short-
term and long-term market funding sources and cost of funding, could affect our business. Global economic and political
conditions may also adversely affect the Indian economic conditions. Market conditions may change rapidly, and the
Indian capital markets have experienced significant volatility in the past. The Indian economy has had sustained periods
of high inflation in the recent past. If inflation or real interest rates were to rise significantly, the trends towards increased
financial savings might slow down or reverse, our employee costs may increase and the sales of many of our products
and services may decline.
49. Major fraud lapses of internal control, system failures, theft, employee negligence or similar incidents could
adversely impact the company’s business.
Our Company is vulnerable to risk arising from the failure of employees to adhere to approved procedures, system
controls, fraud, theft, system failures, information system disruptions, communication systems failure and interception
during transmission through external communication channels or networks. Failure to protect fraud or breach in security
58may adversely affect our Company’s operations and financial performance. Our reputation could also be adversely
affected by significant fraud committed by our employees, agents, customers or third parties.
Despite implementing security measures and internal controls, there is no guarantee that we will completely avoid
instances of fraud, theft, employee negligence, or security lapses in the future. Any such occurrence could lead to
significant financial losses and affect our overall business performance.
Though, there had been no of such instances in past, we may not be able to assure such incident will not happen in the
future.
50. Our Promoters, Directors and Key Management Personnel have interest in our Company, other than
reimbursement of expenses incurred or remuneration.
Our Promoters, Directors and Key Management Personnel can be deemed to be interested to the extent of the Equity
Shares held by them, or their relatives, dividend entitlement, or loans advanced and personal guarantee provided by them
for the Company, and benefits deriving from the directorship in our Company. Our Promoters are interested in the
transactions entered into our Company and our Promoter Group. For further information, please refer to the
chapters/section titled “Our Business”, “Our Promoters and Promoter Group” and “Annexure XXX - Related Party
Transactions under Financial Information of our Company”, beginning on pages 142, 212 and 221 respectively.
51. We have entered into related party transactions in the past and may continue to do so in the future.
We have in the course of our business entered into, and will continue to enter into, several transactions with our related
parties. We cannot assure you that we will receive similar terms in our related party transactions in the future. While we
believe that all such related party transactions that we have entered into in last three fiscals are legitimate business
transactions conducted on an arms’ length basis, in compliance with the requirements stipulated in Companies Act, 2013,
and relevant Accounting Standards and other statuary compliances, we cannot assure you that we could not have achieved
more favourable terms had such transactions been entered into with unrelated parties. Any further transactions with our
related parties could involve conflicts of interest. While we have not had any conflict of interest in relation to our equity
shareholders in the past, we cannot assure you that such conflicts will not arise in the future. Further, we cannot assure
you that such transactions, individually or in the aggregate, will not have any adverse effect on our business and financial
results, including because of potential conflicts of interest or otherwise. For further information on our related party
transactions, see “Financial Statements – Related Party Transactions” on page 221 of this Red Herring Prospectus.
52. The nature of our business exposes us to liability claims and contract disputes and our indemnities may not
adequately protect us. Any liability in excess of our reserves or indemnities could result in additional costs, which
would reduce our profits.
Time is often of the essence in our business work. In the event there are delays in our current or future service, we will
not be able to get extensions from our customers. Further, in some contracts, in case of delay due to deficiency in services
by us, clients may have the right to complete the work at our risk and cost by engaging a third party. In the event we fail
to perform under the terms of a particular contract that could adversely affect our financial conditions and business
operations. Failure to effectively cover ourselves against any of these reasons could expose us to substantial costs and
potentially lead to material losses. In addition, if there is a customer dispute regarding our performance or workmanship,
the customer may delay or withhold payment to us.
53. There are no alternate arrangements for meeting our requirements for the Objects of the Offer. Any shortfall in
raising / meeting the same could adversely affect our growth plans, operations and financial performance
As on date, we have not made any alternate arrangements for meeting our capital requirements for the Objects of the
Offer. We meet our working capital requirements through our owned funds and internal accruals. Any shortfall in our
net owned funds, internal accruals and our inability to raise debt in future would result in us being unable to meet our
capital expenditure requirements, which in turn will negatively affect our financial condition and results of operations.
Further we have not yet identified any alternate source of funding and hence any failure or delay on our part to raise
money from this Offer or any shortfall in the Offer Proceeds may delay the implementation schedule and could adversely
affect our growth plans. For further details, please refer chapter titled “Objects of the Offer” on page 103 of this Red
Herring Prospectus.
54. Delays or defaults in payments from our clients could result into a constraint on our cash flows. The efficiency
and growth of our business depends on timely payments received from our clients.
59In the event, our client’s default or delay in making payments and clearing their dues, we may not have adequate resources
to fund our business and implement our growth plans. This could have an adverse effect on the results of operations and
our financial condition.
55. Our actual results could differ from the estimates and projections used to prepare our financial statements.
The estimates and projections are based on and reflect our current expectations, assumptions and/ or projections as well
as our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and
reasonable under the circumstances. There can be no assurance that our expectations, estimates, assumptions and/or
projections, including with respect to the future earnings and performance will prove to be correct or that any of our
expectations, estimates or projections will be achieved.
56. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows,
working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we
may not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of
dividends will be at the discretion of our Board of Directors and will depend on factors that our Board of Directors deem
relevant, including among others, our results of operations, financial condition, cash requirements, business prospects
and any other financing arrangements. Accordingly, realization of a gain on 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 220 of this Red Herring
Prospectus.
57. Our future funds requirements, in the form of fresh issue of capital or securities and/or loans taken by us, may
be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.
We may require additional capital from time to time depending on our business needs. Any fresh issue of shares or
convertible securities would dilute the shareholding of the existing shareholders and such issuance may be done on terms
and conditions, which may not be favorable to the then existing shareholders. If such funds are raised in the form of loans
or debt, then it may substantially increase our interest burden and decrease our cash flows, thus prejudicially affecting
our profitability and ability to pay dividends to our shareholders.
58. Some of the KMPs are associated with our Company for less than one year.
Our Key Management Personnel, and Company Secretary & Compliance Officers are associated with the Company for
a period of less than one year therefore they may not have been accustomed to the company affairs till date. For details
of Key Management Personnel and their appointment, please refer to chapter “Our Management” beginning on page
191 of this Red Herring Prospectus.
59. There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.
In accordance with Indian law and practice, permission to list the Equity Shares will not be granted until after the Equity
Shares have been issued and allotted. Approval will require all other relevant documents authorizing the issuing of our
Equity Shares to be submitted. There could be a failure or delay in listing our Equity Shares on the Stock Exchanges.
Any failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares.
60. Risk of Capital Constraints and Impact on Expansion Plans.
We require significant amount of capital for purchasing the GFRP/FRP manufacturing equipment such as GFRP/FRP
Pultrusion Machines, GFRP/FRP Grating Machines, GFRP/FRP Rod Line machines etc. and failure to obtain additional
financing on terms commercially acceptable to us may adversely affect our ability to grow our business and
increase/maintain our future profitability. As of March 31, 2025, March 31, 2024, and 2023 our net investment towards
plant and machinery were Rs. 301.79 lakhs, Rs. 364.92 lakhs, and Rs. 284.64 lakhs, respectively which accounts for
23.10%, 56.42%, and 53.44% of the total net block for the respective period.
As a result, we may need to incur additional indebtedness in the future to meet the requirement of our capital expenditure.
Our ability to obtain such financing on acceptable terms is dependent on numerous factors, including general economic
and capital market conditions, credit availability from banks, investor confidence, levels of our existing indebtedness,
future financial condition, results of operations and cash flows and other factors beyond our control. However, in past
the company has raised required debt and/or equity funding with substantial comfort to support the business growth,
there can be no assurance that we will be able to raise additional financing on favorable terms in a timely manner or at
all. If we are unable to raise additional funds whenever required, or on terms favorable/acceptable to us, we may be
60required to scale down or abandon our expansion & growth plans and/or reduce capital expenditures and the size of our
operations, any of which could materially and adversely affect our business, financial position and results of operations
Our capital expenditure requirements and growth strategy require continued access to significant amounts of capital on
acceptable terms, as our continuous cash flows are the source for purchase of new equipment, which is directly
responsible for our business growth. We cannot assure you that market conditions and other factors will permit financing
through debt or equity, on terms acceptable to us or at all. We strive to maintain strong relationships with banks to
increase our financing flexibility. However, we cannot assure you that our relationships with lenders will not change or
that lenders will continue lending practices we are familiar with. Our lenders may implement new credit policies, adopt
new pre - qualification criteria or procedures, raise interest rates or add restrictive covenants in loan agreements, some
or all of which may significantly increase our financing costs, or prevent us from obtaining financings totally. As a result,
our revenue growth may reduce, and our business, financial condition and results of operations may be materially and
adversely affected. All of these factors may result in an increase in the amount of our borrowings and the continued
increase in capital requirements may have an adverse effect on our financial condition and results of operations. For
further details, kindly refer section titled “Financial Information of the Company” beginning on Page 216 of this Red
Herring Prospectus.
61. Reliance on In-House Designing and Engineering Team for GFRP/FRP Product.
The company depends on its in-house designing and engineering team for the development and production of Glass Fiber
Reinforced Plastic (GFRP)/ Fiber Reinforced Plastic (FRP) products. Any loss of key employees or a reduction in the
team’s capability, due to factors such as turnover, illness, or other unforeseen events, could negatively impact the quality
and efficiency of the production process. This may result in delays, compromised product quality, or increased production
costs. Such disruptions could materially affect the company’s business operations, customer satisfaction, and, ultimately,
its financial condition. However, there have been no such occurrence or instances of the disclosed event since past of the
company. The risk mentioned above shows the risks which may or may not occur in future which may impact the business
of the Company.
62. Inability to Accurately Forecast Customer Demand or Manage Inventory Could Materially Harm Operating
Results.
The Company’s ability to maintain efficient operations and meet customer expectations relies heavily on its ability to
accurately forecast customer demand for products and effectively manage inventory. If the Company fails to predict
demand trends accurately, it could result in either excess inventory or stockouts. Excess inventory may lead to increased
holding costs, obsolescence, or the need for significant markdowns, while stockouts could result in lost sales, reduced
customer satisfaction, and damage to brand reputation. Furthermore, mismanagement of inventory can lead to
inefficiencies in the supply chain, negatively impacting profitability and cash flow. Given the dynamic nature of customer
preferences and market conditions, the Company faces ongoing challenges in forecasting demand accurately, and any
failure in this area could have a material adverse effect on its operating results.
63. There may be potential conflict of interests between the Company and Swabhumi Distributors Private Limited
promoted by our promoters.
Our promoters, Mr. Manish Bajoria and Mrs. Neelam Bajoria promote Swabhumi Distributors Private Limited. The main
business object / activities of the Company permit it to undertake similar business to that of our business, which may
create a potential conflict of interest and which in turn, may have an implication on our operations and profits. Conflicts
of interests may arise in allocating business opportunities between the Company in circumstances where our respective
interests diverge. In cases of conflict, our Promoters may favour other companies in which our Promoters have interest.
64. Risk of Failure in Expanding and Penetrating New Export Markets
While the Company has successfully entered several international markets, including the UAE, Thailand, Kenya, Saudi
Arabia, Philippines, etc. there remains a risk that it may not be able to effectively penetrate additional new export markets.
Expanding into new international markets involves various challenges, such as navigating unfamiliar local regulations,
understanding cultural differences, adapting to changing geopolitical environments, and dealing with established
competition. Moreover, fluctuations in exchange rates, trade policies, tariffs, and import/export restrictions may further
complicate market entry and expansion.
The Company’s success in these markets, including the existing ones, will depend on its ability to effectively adapt its
products, marketing strategies, and operational models to the specific needs and preferences of each region. Despite
having a presence in some international markets, there is no guarantee that the Company will be able to replicate this
success in other regions, which could adversely affect its growth prospects, market share, and overall financial
performance. Consequently, the Company faces the risk that its expansion strategy may not achieve the desired outcomes,
potentially impacting its long-term objectives and profitability.
6165. Challenges in Sustaining the Effective Implementation of Business and Growth Strategies for GFRP/FRP
Product.
The Company may face significant challenges in sustaining the effective implementation of its business and growth
strategies for Glass Fiber Reinforced Plastic (GFRP/FRP) products, due to factors such as changing market conditions,
economic downturns, evolving customer preferences, and increasing competition. Key initiatives, including
diversification of the GFRP/FRP product portfolio, market expansion, product innovation, competitive pricing, and cost
management, carry inherent risks and may not be executed as planned. This could potentially result in financial
underperformance, loss of market share, or failure to achieve targeted growth objectives.
Furthermore, the Company’s reliance on key personnel and resources introduces additional risks, as any unavailability,
mismanagement, or turnover of these critical assets could disrupt the execution of its strategies. The Company’s ability
to navigate market dynamics, adapt to technological advancements, and efficiently manage operational costs will be
essential to maintaining competitiveness in the GFRP/FRP sector. Any delays or failure in effectively executing these
strategies could significantly impact the Company’s profitability, market position, and overall business performance.
66. Disclaimer Regarding Assumptions and Risks in Production Capacity and Utilization Projections
The information relating to the production capacities and historical capacity utilization of our production facilities, as
disclosed in the Red Herring Prospectus (RHP), is based on certain assumptions and estimates. These figures have also
been subjected to rounding off. Consequently, the actual production capacity and future capacity utilization may differ
from the projected values, and such variations could be influenced by various factors, including but not limited to market
demand fluctuations, operational inefficiencies, supply chain disruptions, regulatory changes, technological
advancements, and unforeseen economic conditions.
Investors should be aware that these assumptions may not materialize as anticipated, and any deviation from projected
capacity utilization or production levels could materially affect the Company’s operational performance, financial results,
and growth prospects. Therefore, future production and capacity utilization levels are subject to uncertainties and risks
that could impact the Company's ability to achieve its business objectives.
The following table sets forth annual installed production capacity and annual utilized capacity in respect of
different products is tabulated as below:
Installed Installed Actual Capacity Utilization Year wise*
Product
Capacity March 25 Utilised % March 24 Utilised % March 23 Utilised %
Name^
(In Tons)
FRP Rebars 1,320.00 1122.28 85.02 844.80 64.00 752.4 57.00
FRP Grating 57.93 23.38 40.36 40.55 70.00 34.76 60.00
FRP Pultrusion 507.23 382.32 75.38 390.56 77.00 355.06 70.00
FRP Pipe 93.29 81.16 87.00 66.96 71.78 74.63 80.00
* As certified by Chartered Mechanical Engineer, Ankit Gupta pursuant to their certificate dated July 11, 2025.
^All FRP Products mentioned in table above includes GFRP Products also.
67. Strategic Risk Assessment for Importing raw materials from China
Importing raw materials from China involves several risks such as Geopolitical tensions, trade restrictions, and tariffs
can impact costs and supply availability, while supply chain disruptions, such as port delays or lockdowns, which may
affect production timelines. Currency fluctuations can lead to unpredictable costs, and variations in quality or regulatory
non-compliance may result in legal issues or product recalls. Rising freight costs, customs delays, and intellectual
property risks further add to the challenges. Additionally, changes in China’s economic policies, taxation, or export
regulations can disrupt supply, while financial risks like fraud or supplier defaults require careful due diligence. To
manage these risks, company should diversify suppliers, establish clear quality standards, and closely monitor economic
and geopolitical developments. However, there are no such instances occurred in the past but any unfavourable changes
in these factors or broader economic conditions could negatively impact our business.
68. Challenges Affecting Revenue Generation in the Infrastructure Industry for GFRP/ FRP Businesses
The infrastructure sector is highly sensitive to regulatory and policy changes, as shifts in government spending, policy
reforms, or delays in environmental clearances can adversely affect project timelines and financial outcomes. Economic
conditions also play a crucial role, with downturns potentially leading to reduced government expenditure on
infrastructure. Operational risks such as labor strikes, material shortages, and logistical challenges further contribute to
revenue unpredictability. Moreover, if international contracts or foreign funding are involved, foreign exchange
fluctuations can pose additional financial risks. Competitive pressures within the industry can also lead to pricing wars,
squeezed margins, and loss of market share. To mitigate these risks, diversifying the project portfolio, maintaining strong
62government and regulatory relationships, implementing robust project management practices, and employing financial
hedging strategies are essential. This comprehensive risk landscape underscores the need for strategic foresight to ensure
stable and sustainable revenue growth in the infrastructure sector.
69. The deployment of funds raised through this Offer shall not be subject to any Monitoring Agency and shall be
purely dependent on the discretion of the management of Our Company.
Since, the Offer size is less than ₹5,000.00 Lakhs, there is no mandatory requirement of appointing an Independent
Monitoring Agency for overseeing the deployment of utilization of funds raised through this Issue. The deployment of
these funds raised from this Issue, is hence, at the discretion of the management and the Board of Directors of Our
Company and Our Company’s management will have flexibility in applying the proceeds of the Offer and will not be
subject to monitoring by any independent agency. The fund requirement and deployment mentioned in the Objects of
the Offer is based on internal management estimates and have not been appraised by any bank or financial institution.
Any inability on our part to effectively utilize the Offer proceeds could adversely affect our financials. However, our
Audit Committee will monitor the utilization of the proceeds of this Offer and prepare the statement for utilization of the
proceeds of this Issue. Also, in accordance with Section 27 of the Companies Act, 2013, a company shall not vary the
objects of the Offer without the Company being authorized to do so by our shareholders by way of special resolution and
other compliances as applicable in this regard. Our Promoters and controlling shareholders shall provide exit opportunity
to such shareholders who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be
prescribed by SEBI, in this regard.
70. The requirements of being a public listed company may strain our resources and impose additional requirements.
As we transition to being a publicly listed company, we anticipate encountering new challenges and responsibilities that
were not present before. These include heightened scrutiny from shareholders, regulators, and the public, resulting in
increased legal, accounting, and corporate governance expenses. Moreover, we will need to adhere to listing agreements
with stock exchanges, necessitating the regular filing of unaudited financial results. Meeting these obligations will require
significant resources and management oversight, potentially diverting attention from other aspects of our business. There
is also the need to strengthen our management team with individuals possessing public company experience and
accounting expertise. However, the timely acquisition of such talent is not guaranteed. Overall, this transition may pose
obstacles to our business operations and could impact our ability to promptly report changes in our financial performance
compared to other listed companies.
71. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage after submitting a Bid and Individual Investors are not permitted
to withdraw their Bids after Bid/Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Individual
Bidders can revise their Bids during the Bid/Issue Period and withdraw their Bids until Bid/Issue Closing Date. While
we are required to complete Allotment, listing and commencement of trading pursuant to the Offer within three (3)
Working Days from the Bid/ Offer Closing Date, events affecting the Bidders’ decision to invest in our Equity Shares,
including adverse changes in international or national monetary policy, financial, political or economic conditions, our
business, results of operations, cash flows and financial condition may arise between the date of submission of the Bid
and Allotment, listing and commencement of trading. We may complete the Allotment, listing and commencement of
trading of our Equity Shares even if such events occur and such events may limit the Bidders’ ability to sell our Equity
Shares Allotted pursuant to the Offer or may cause the trading price of our Equity Shares to decline on listing.
Individual Investors can revise their Bids during the Bid/Issue Period and withdraw their Bids until Bid/Issue Closing
Date. While our Company is required to complete all necessary formalities for listing and commencement of trading of
the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including Allotment
pursuant to the Offer within three Working Days from the Bid/Issue Closing Date, events affecting the Bidders’ decision
to invest in the Equity Shares, including material adverse changes in international or national monetary policy, financial,
political or economic conditions, our business, results of operations or financial condition may arise between the date of
submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity Shares even if such
events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause
the trading price of the Equity Shares to decline on listing.
Issue Specific Risks:
72. There are restrictions on daily/weekly/monthly movements in the price of the Equity Shares, which may adversely
affect a shareholders’ ability to sell, or the price at which it can sell, Equity Shares at a point in time.
63Once listed, we would be subject to circuit breakers imposed by all stock exchanges in India, which does not allow
transactions beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates
independently of the index-based market-wide circuit breakers generally imposed by SEBI on Indian stock exchanges.
The percentage limit on circuit breakers is set by the stock exchanges based on the historical volatility in the price and
trading volume of the Equity Shares. The stock exchanges do not inform us of the percentage limit of the circuit breaker
in effect from time to time and may change it without our knowledge. This circuit breaker limits the upward and
downward movements in the price of the Equity Shares. As a result of this circuit breaker, no assurance may be given
regarding your ability to sell your Equity Shares or the price at which you may be able to sell your Equity Shares at any
time.
73. After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity
Shares may not develop.
The price of the Equity Shares on the Stock Exchanges may fluctuate as a result of the factors, including:
a. Volatility in the Indian and global capital market;
b. Company’s results of operations and financial performance;
c. Performance of Company’s competitors,
d. Adverse media reports on Company or pertaining to the agriculture Industry;
e. Changes in our estimates of performance or recommendations by financial analysts;
f. Significant developments in India’s economic and fiscal policies; and
g. Significant developments in India’s environmental regulations.
Current valuations may not be sustainable in the future and may also not be reflective of future valuations for our industry
and our Company. There has been no public market for the Equity Shares and the prices of the Equity Shares may
fluctuate after this Issue. There can be no assurance that an active trading market for the Equity Shares will develop or
be sustained after this Offer or that the price at which the Equity Shares are initially traded will correspond to the price
at which the Equity Shares will trade in the market subsequent to this Issue.
74. Industry information included in this Red Herring Prospectus has been derived from publicly available industry
reports and/or websites. There can be no assurance that such third-party statistical financial and other industry
information is either complete or accurate.
We have relied on the information from various publicly available industry reports and/or websites for purposes of
inclusion of such information in this Red Herring Prospectus.
Sr
Name of the Organization Web link
No
International Monetary Fund (World https://www.imf.org/en/Publications/WEO/Issues/2025/04/22/
1.
Economic Outlook) world-economic-outlook-april-2025
https://rbidocs.rbi.org.in/rdocs/Bulletin/PDFs/0BULL22042025
2. Reserve Bank of India (RBI)
F03F83AE118C4B3B84E662D980C8DE33.PDF
Ministry of Statistics & Program https://mospi.gov.in/sites/default/files/press_release/NAD_PR_
3.
Implementation – Govt. of India 30may2025.pdf
https://www.ibef.org/economy/indian-economy-
4. India Brand Equity Foundation
overview
5. India Brand Equity Foundation https://www.ibef.org/industry/manufacturing-sector-india
These reports are subject to various limitations and based upon certain assumptions that are subjective in nature. We
have not independently verified data from such industry reports and other sources. Although we believe that the data
may be considered to be reliable, their accuracy, completeness and underlying assumptions are not guaranteed, and their
Dependability cannot be assured. While we have taken reasonable care in the reproduction of the information, the
information has not been prepared or independently verified by us, or any of our respective affiliates or advisors and,
therefore, we make no representation or warranty, express or implied, as to the accuracy or completeness of such facts
and statistics. Due to possibly flawed or ineffective collection methods or discrepancies between published information
and market practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics
64produced for other economies and should not be unduly relied upon. Further, there is no assurance that they are stated or
compiled on the same basis or with the same degree of accuracy as may be the case elsewhere. Statements from parties
that involve estimates are subject to change, and actual amounts may differ materially from those included in this Red
Herring Prospectus.
75. You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Offer
until the Offer receives appropriate trading permissions.
The Equity Shares will be listed on the Stock Exchange. Pursuant to Indian regulations, certain actions must be completed
before the Equity Shares can be listed and trading may commence. We cannot assure you that the Equity Shares will be
credited to investor’s demat accounts, or that trading in the Equity Shares will commence, within the time periods
specified in this Red Herring Prospectus. Any failure or delay in obtaining the approval would restrict your ability to
dispose of the Equity Shares. In accordance with section 40 of the Companies Act, 2013, in the event that the permission
of listing the Equity Shares is denied by the stock exchanges, we are required to refund all monies collected to investors.
76. The Offer price of our Equity Shares may not be indicative of the market price of our Equity shares after the
Offer.
The Offer price of our equity Shares has been determined by Book Built Method. This price is based on numerous factors
and may not be indicative of the market price of our Equity Shares after the Offer. The market price of our Equity Shares
could be subject to significant fluctuation after the Offer and may decline below the Offer price. We cannot assure you
that you will be able to sell your Equity Shares at or above the Offer price. For further details you may refer chapter titled
“Basis for Offer Price” beginning on the page 120 of this Red Herring Prospectus.
Some of the factors which may affect our share price without limitations are as follows:
• Reports on research by analysts.
• Changes in revenue.
• Variations in growth rate of our financial indicators such as earning per share, income, profit etc.
• General Market Condition
• Domestic and International Economy.
77. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the Trading price
of the Equity Shares.
Any instance of disinvestments of equity shares by our Promoters or by other significant shareholder(s) may significantly
affect the trading price of our Equity Shares. Further, our market price may also be adversely affected even if there is a
perception or belief that such sales of Equity Shares might occur.
EXTERNAL RISKS
Industry Related Risks:
78. Changes in government regulations or their implementation could disrupt our operations and adversely affect
our business and results of operations.
Our business and industry are regulated by different laws, rules and regulations framed by the Central and State
Government. These regulations can be amended/ changed on a short notice at the discretion of the Government. If we
fail to comply with all applicable regulations or if the regulations governing our business or their implementation change
adversely, we may incur increased costs or be subject to penalties, which could disrupt our operations and adversely
affect our business and results of operations.
79. Changing regulations in India could lead to new compliance requirements that are uncertain. The regulatory
environment in which we operate is evolving and is subject to change.
The Government of India may implement new laws or other regulations that could affect the manufacturing industry or
the sectors we serve, which could lead to new compliance requirements. New compliance requirements could increase
our costs or otherwise adversely affect our business, financial condition and results of operations. Further, the manner in
which new requirements will be enforced or interpreted can lead to uncertainty in our operations and could adversely
65affect our operations. Our business and financial performance could be adversely affected by any unexpected or onerous
requirements or regulations resulting from any changes in laws or interpretation of existing laws, or the promulgation of
new laws, rules and regulations. Any such changes and the related uncertainties with respect to the implementation or
change in the legal framework may have a material adverse effect on our business, financial condition and results of
operations.
80. Malpractices by some players in the industry affect overall performance of emerging Companies
The industry in which our Company operates is subject to risk associated with unethical business practices such as
unethical marketing, dishonest advertising, questionable pricing practices, inaccurate claims with regards to safety and
efficacy of the product etc. Consumers’ attitude toward the industry today is dominated by a sense of mistrust, paving a
way for regulators for stricter entry barriers and introduction of code of conducts; making the entire industry environment
regulated and controlled. Malpractices by some players in the industry affects the overall performance of the emerging
Companies like us as the industry norms are applicable to all at parity. Any unethical business practices by any industry
player or intermediary may impact our business and results of operations.
Other Risks:
81. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company is generally taxable in India. A securities transaction tax (“STT”) is 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
equity shares are sold. You may be subject to payment of long-term capital gains tax in India, in addition to payment of
STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected by a domestic
stock exchange on which the Equity Shares are sold. Further, any capital 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.
The Finance Act, 2020 had stipulated that the sale, transfer and issue of certain securities through exchanges, depositories
or otherwise to be charged with stamp duty. The Finance Act, 2020 also clarified that, in the absence of a specific
provision under an agreement, the liability to pay stamp duty in case of sale of certain 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 certain securities, other than debentures, on a delivery basis is currently
specified under the Finance Act, 2020 at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration
amount. These amendments have come into effect from July 1, 2020. Earlier, distribution of dividends by a domestic
company was subject to Dividend Distribution Tax (“DDT”), in the hands of the company and such dividends were
generally exempt from tax in the hands of the shareholders. However, the government of India has amended the IT Act
to abolish the DDT regime. Under the extant provisions, any dividend distributed by a domestic company is subject to
tax in the hands of the concerned shareholder at the applicable rates. Additionally, the company distributing dividends is
required to withhold tax on such payments at the applicable rate.
Further, the Government of India has announced the union budget for Fiscal 2025, pursuant to which the Finance Act,
2024, came into force on April 1, 2024 which has introduced various amendments to the IT Act. 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.
82. Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and
IFRS, which may be material to the financial statements, prepared and presented in accordance with SEBI ICDR
Regulations contained in this Red Herring Prospectus.
As stated in the reports of the Auditor included in this Red Herring Prospectus under chapter “Financial Statements as
Restated” beginning on page 222 the financial statements included in this Red Herring Prospectus are based on financial
information that is based on the audited financial statements that are prepared and presented in conformity with Indian
GAAP and restated in accordance with the SEBI ICDR Regulations, and no attempt has been made to reconcile any of
the information given in this Red Herring Prospectus to any other principles or to base it on any other standards. Indian
GAAP differs from accounting principles and auditing standards with which prospective investors may be familiar in
other countries, such as U.S. GAAP and IFRS. Significant differences exist between Indian GAAP and U.S. GAAP and
IFRS, which may be material to the financial information prepared and presented in accordance with Indian GAAP
contained in this Red Herring Prospectus. Accordingly, the degree to which the financial information included in this
Red Herring Prospectus will provide meaningful information is dependent on familiarity with Indian GAAP, the
Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian GAAP on the financial
disclosures presented in this Red Herring Prospectus should accordingly be limited.
6683. Political instability or a change in economic liberalization and deregulation policies could seriously harm
business and economic conditions in India generally and our business.
The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes
in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting
India. The rate of economic liberalization could change, and specific laws and policies affecting the information
technology sector, foreign investment and other matters affecting investment in our securities could change as well. Any
significant change in such liberalization and deregulation policies could adversely affect business and economic
conditions in India, generally, and our business, prospects, financial condition and results of operations.
84. Financial instability in Indian Financial Markets could adversely affect our Company’s results of operation and
financial condition.
In this globalized world, the Indian economy and financial markets are significantly influenced by worldwide economic,
financial and market conditions. Any financial turmoil, say in the United States of America, Europe, China or other
emerging economies, may have a negative impact on the Indian economy. Although economic conditions differ in each
country, investors’ reactions to any significant developments in one country can have adverse effects on the financial
and market conditions in other countries. A loss in investor confidence in the financial systems, particularly in other
emerging markets, may cause increased volatility in Indian financial markets. Indian financial markets have also
experienced the contagion effect of the global financial turmoil. Any prolonged financial crisis may have an adverse
impact on the Indian economy, thereby resulting in a material and adverse effect on our Company's business, operations,
financial condition, profitability and price of its Shares. Stock exchanges in India have in the past experienced substantial
fluctuations in the prices of listed securities.
85. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the Indian
economy and our industry contained in this Red Herring Prospectus.
While facts and other statistics in this Red Herring Prospectus relating to India, the Indian economy and our industry
has been based on various government publications and reports from government agencies that we believe are reliable,
we cannot guarantee the quality or reliability of such materials. While we have taken reasonable care in the reproduction
of such information, industry facts and other statistics have not been prepared or independently verified by us or any of
our respective affiliates or advisors and, therefore we make no representation as to their accuracy or completeness. These
facts and other statistics include the facts and statistics included in the chapter titled “Our Industry” beginning on page
129 of this Red Herring Prospectus. Due to possibly flawed or ineffective data collection methods or discrepancies
between published information and market practice and other problems, the statistics herein may be inaccurate or may
not be comparable to statistics produced elsewhere and should not be unduly relied upon. Further, there is no assurance
that they are stated or compiled on the same basis or with the same degree of accuracy, as the case may be, elsewhere.
86. Global economic, political and social conditions may harm our ability to do business, increase our costs and
negatively affect our stock price.
Global economic and political factors that are beyond our control, influence forecasts and directly affect performance.
These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation,
deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in commodities markets, consumer
debt levels, unemployment trends and other matters that influence consumer confidence, spending and tourism.
Increasing volatility in financial markets may cause these factors to change with a greater degree of frequency a
magnitude, which may negatively affect our stock prices.
87. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents
are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting requirements
specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing
guidelines or reporting requirements or fall under any of the exceptions referred to above, then the prior approval of the
RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India
into foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance certificate
from the income tax authority. There can be no assurance that any approval required from the RBI or any other
government agency can be obtained on any particular terms or at all.
6788. Natural calamities could have a negative impact on the Indian economy and cause Our Company’s business to
suffer.
India has experienced natural calamities such as earthquakes, tsunami, floods etc. In recent years, the extent and severity
of these natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal rainfall or other
natural calamities could have a negative impact on the Indian economy, which could adversely affect our business,
prospects, financial condition and results of operations as well as the price of the Equity Shares.
89. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could adversely
affect the financial markets, our business, financial condition and the price of our Equity Shares.
Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond
our control, could have a material adverse effect on India’s economy and our business. Incidents such as the terrorist
attacks, other incidents such as those in US, Indonesia, Madrid and London, and other acts of violence may adversely
affect the Indian stock markets where our Equity Shares will trade as well the global equity markets generally. Such acts
could negatively impact business sentiment as well as trade between countries, which could adversely affect our
Company’s business and profitability. Additionally, such events could have a material adverse effect on the market for
securities of Indian companies, including the Equity Shares.
90. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise financing.
Any adverse revisions to India's credit ratings for domestic and international debt by international rating agencies may
adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such
additional financing may be available. This could have an adverse effect on our business and future financial
performance, our ability to obtain financing for capital expenditures and the trading price of our Equity Shares.
91. Our business and activities are regulated by the Competition Act.
The Competition Act, 2002 (the “Competition Act”) was enacted for the purpose of preventing practices having an
adverse effect on competition in India and has mandated the Competition Commission of India (the “CCI”) to regulate
such practices. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which
causes or is likely to adversely affect competition in India is void and may result in substantial penalties. Any agreement
among competitors which directly or indirectly determines purchase or sale prices, directly or indirectly results in bid
rigging or collusive bidding, limits or controls production, supply, markets, technical development, investment or the
provision of services, or shares the market or source of production or provision of services in any manner, including by
way of allocation of geographical area or types of goods or services or number of clients in the relevant market or any
other similar way, is presumed to adversely affect competition in the relevant market in India and shall be void. The
Competition Act also prohibits the abuse of dominant position by any enterprise. Further, if it is proved that any
contravention committed by a company took place with the consent or connivance or is attributable to any neglect on the
part of, any director, manager, secretary or other officer of such company, that person shall be guilty of the contravention
and may be punished.
Consequently, all agreements entered by us may fall 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 adversely affects competition in India. The applicability 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, may adversely affect our business, results of operations and prospects.
92. We may not receive final listing and trading approvals from the Stock Exchanges and you will not be able to sell
immediately on an Indian Stock Exchange any of the Equity Shares you are allotted in the Offer.
Under the SEBI ICDR Regulations, we are permitted to list the Equity Shares within three working days of the Bid /
Offer Closing Date. Consequently, the Equity Shares you purchase in the Offer may not be credited to your
dematerialized electronic account with Depository Participants until approximately three working days after the Bid /
Offer Closing Date. You can start trading in the Equity Shares only after they have been credited to your dematerialized
electronic account and final listing and trading approvals are received from the Stock Exchanges.
Further, there can be no assurance that the Equity Shares allocated to you will be credited to your dematerialized
electronic account, or that trading in the Equity Shares will commence within the specified time periods. In addition,
pursuant to India regulations, certain actions are required to be completed before the Equity Shares can be listed and
trading may commence. Investors’ book entry or dematerialized electronic accounts with Depository Participants in India
are expected to be credited only after the date on which the Offer and allotment is approved by our Board of Directors.
68There can be no assurance that the Equity Shares allocated to prospective Investors will be credited to their dematerialized
electronic accounts, or that trading will commence on time after allotment has been approved by our Board of Directors,
or at all.
69SECTION IV: INTRODUCTION
THE OFFER
Present Issue in Terms of this Red Herring Prospectus:
Particulars No. of Equity Shares
Equity Shares Offered through Public Issue of upto 32,95,000* Equity Shares of face value of ₹ 10.00 each fully
Offer (1)(2) paid of the Company for cash at price of ₹ [●] per Equity Share
aggregating to ₹ [●] Lakhs
The Offer consists of:
Fresh Issue Up to 30,45,000 Equity Shares of face value of ₹10/- each fully paid up
for cash at a price of ₹ [●] per Equity Share aggregating ₹ [●] Lakhs
Offer for Sale(3) Up to 2,50,000 Equity Shares of face value of ₹10/- each fully paid up
for cash at a price of ₹ [●] per Equity Share aggregating ₹ [●] Lakhs
Out of Which:
Reserved for Market Maker Upto 1,65,000 Equity Shares of face value of ₹ 10.00 each fully paid of
the Company for cash at price of ₹ [●] per Equity Share aggregating ₹
[●] Lakhs
Net Offer to the Public Upto 31,30,000 Equity Shares of face value of ₹ 10.00 each fully paid of
the Company for cash at price of ₹ [●] per Equity Share aggregating ₹
[●] Lakhs
Of which:
A. QIB Portion (4)(5) Not more than [●] Equity Shares (not more the 50%) aggregating up to ₹
[●] lakhs
Of which:
i) Anchor Investor Portion Upto [●] Equity Shares aggregating up to ₹ [●] lakhs
ii) Net QIB Portion Upto [●] Equity Shares aggregating up to ₹ [●] lakhs
Of which:
b. Available for allocation to Mutual [●] Equity Shares aggregating up to ₹ [●] lakhs
Funds only (5% of the Net QIB
Portion)
c. Balance of QIB Portion for all QIBs [●] Equity Shares aggregating up to ₹ [●] lakhs
including Mutual Funds
B. Non-Individual Investors Portion Not less than [●] Equity Shares aggregating up to ₹ [●] lakhs
C. Individual Investors Portion Not less than [●] Equity Shares aggregating up to ₹ [●] lakhs
Pre and Post Issue Share Capital of our Company:
Equity Shares outstanding prior to the 72,52,380 Equity Shares
Offer
Equity Shares outstanding after the Offer [●] Equity Shares
Use of Offer Proceeds For details, please refer chapter titled ‘Objects of the Offer’ beginning on
page 103 of this Red Herring Prospectus.
* Subject to finalization of the Basis of Allotment
Notes:
1. The Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to
time. This offer is being made by our company in terms of Regulation of 229 (1) of SEBI ICDR Regulations read
with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post-issue paid up equity share capital of our
company are being offered to the public for subscription.
2. The Offer has been authorized by the Board of Directors vide a resolution passed at its meeting held on September
21, 2024 and by the Shareholder of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of
the Companies Act, 2013 at the Extra-Ordinary General Meeting held on September 23, 2024.
3. Selling Shareholder has confirmed that the Offered Shares have been held by such Selling Shareholders for a period
of at least one year immediately preceding the date of this Red Herring Prospectus and are accordingly eligible for
being offered for sale in the Offer in compliance with the SEBI ICDR Regulations. Further, Selling Shareholder
has confirmed that their respective Offered Shares are compliant with Regulation 8 of the SEBI ICDR Regulations.
For further information, see “Capital Structure” on page 88 of this Red Herring Prospectus. Selling Shareholder
has consented to the inclusion of their respective portion of the Offered Shares in the Offer for Sale as follows:
70Name of the Selling Number of Number of Authorisation Consent Letter
Shareholder Equity Equity Shares Letter dated dated
Shares held Offered
Mr. Manish Bajoria 36,95,280 2,50,000 July 17, 2025 July 17, 2025
4. The SEBI ICDR Regulations permit the Offer of securities to the public through the Book Building Process, which
states that, not less than 15% of the Net Offer shall be available for allocation on a proportionate basis to Non-
Institutional Investors out of which (a) one third of such portion shall be reserved for applicants with application
size of more than two lots and up to such lots equivalent to not more than ₹1,000,000; and (b) two third of such
portion shall be reserved for applicants with application size of more than ₹1,000,000, provided that any
unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants
in the other sub-category of Non-Institutional Investors and not less than 35% of the Net Offer shall be available
for allocation on a proportionate basis to Individual Investors and not more than 50% of the Net Offer shall be
allotted on a proportionate basis to QIBs, subject to valid Bids being received at or above the Offer Price.
Accordingly, we have allocated the Net Offer i.e., not more than 50% of the Net Offer to QIB and not less than
35% of the Net Offer shall be available for allocation to Individual Investors and not less than 15% of the Net Offer
shall be available for allocation to Non-Institutional Investors.
5. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories
of Bidders at the discretion of our Company in consultation with the Book Running Lead Manager and the
Designated Stock Exchange, subject to applicable laws. Our Company may, in consultation with the Book Running
Lead Manager, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor.
6. Our Company and the Selling Shareholder may, in consultation with the Book Running Lead Manager, allocate up
to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of
under-subscription in the Anchor Investor Portion, the remaining 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 to Mutual Funds only,
and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders
(other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer
Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance
Equity Shares available for allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated
proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For further details,
please refer section titled “Issue Procedure” beginning on page 280 of this Red Herring Prospectus.
71SUMMARY OF FINANCIAL STATEMENTS
ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INSULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
RESTATED STATEMENT OF ASSETS & LIABILITIES
Amount (₹ In Lakhs, unless otherwise stated)
Sr. No Particulars As at 31.03.2025 As at As at 31.03.2023
31.03.2024
I EQUITY AND LIABILITIES
1 Shareholders Funds
(a) Share Capital 725.24 171.30 171.30
( b) Reserves & Surplus 1,796 .94 1,07 3 .98 463 .58
2 Non-current liabilities
(a) Long-Term Borrowings 309.84 156.14 284.01
(b) Long-Term Provisions 21.59 20.45 16.22
( c) Deferred Tax Liabilities (net) - - -
3 Current Liabilities
(a) Short-Term Borrowings 286 .79 121 .48 245 .83
(b) Trade Payables:
(A) total outstanding dues of micro, small and - - -
medium enterprises; and
(B) total outstanding dues of creditors other than 544.39 477.31 331.58
micro, small and medium enterprises
(c) Other Current Liabilities 54.60 61.76 231.50
(d) Short-Term Provisions 190.19 159.51 83.27
TOTAL 3,929.58 2,241.93 1,827.28
II ASSETS
1 Non-Current Assets
(a) Property, Plant & Equipment & Intangible
Assets
(i) Property, Plant and Equipment 1,306.24 646.81 532.65
(ii) Intangible Assets - - -
(b) Non-Current Investments 1.25 1.25 1.25
(c) Deferred Tax Assets (net) 14.12 16.07 14.51
( d) Other Non-Current Assets 417 .65 425 .96 85. 18
2 Current Assets
(a) Inventories 770.60 558.62 430.52
(b) Trade Receivables 1,206.59 446.75 651.88
(c) Cash and Cash Equivalents 76.39 81.95 4.65
(d) Short-Term Loans and Advances 110.74 48.22 96.17
(e) Other Current Assets 26.01 16.29 10.47
TOTAL 3,929.58 2,241.93 1,827.28
72ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INSULATORS PRIVATE LIMITED)
CIN: U18109WB2008PLC129263
RESTATED STATEMENT OF PROFIT & LOSS
Amount (₹ In Lakhs, unless otherwise stated)
Particulars For the year For the year For the year
ended 31.03.2025 ended 31.03.2024 ended 31.03.2023
I. Revenue from Operations 3,271.64 2,845.47 2,398.25
II. Other Income 43. 68 37. 90 49. 76
III. Total Income (I + II) 3,315 .32 2,883 .37 2,448 .01
IV. Expenses:
Cost of Material Consumed 1,704.49 1,618.87 1,515.04
Changes in Inventories of Finished goods (118.59) (148.38) 53.98
Employee Benefits Expense 159.17 107.87 98.39
Finance Costs 41.91 41.21 53.64
Depreciation and Amortisation Expense 93.58 86.07 72.37
Other Expenses 276.27 361.87 301.91
IV. Total Expenses 2,156.83 2,067.52 2,095.34
V. Profit before exceptional and extraordinary 1,158.49 815.85 352.68
items and tax (III - IV)
VI. Exceptional items & Extraordinary Items
-Prior Period Items (Gratuity expenses for earlier - - -
years)
VII. Profit before tax (V- VI) 1,158 .49 815 .85 352 .68
VIII. Tax expense:
Current Tax 299.96 207.01 89.72
Deferred Tax 1.95 (1.56) (0.85)
Total Tax Expense 301.91 205.45 88.87
IX . Profit (Loss) for the period (VII-VIII) 856.58 610.40 263.81
X. Earnings per equity share: (Amount in Rs.)
(1) Basic 12.15 8.91 3.85
(2) Diluted 12.15 8.91 3.85
73ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INSULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
RESTATED CASH FLOW STATEMENT
Amount (₹ In Lakhs, unless otherwise stated)
Particulars For the year For the year For the year
ended ended ended
31.03.2025 31.03.2024 31.03.2023
A CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before tax 1,158.49 815.85 352.68
Depreciation & Amortisation 93.58 86.07 72.37
Interest Paid 41.91 41.21 53.64
Interest Income (8.17) (4.69) (2.28)
Gratuity Expenses 0.56 4.61 3.93
Profit on Sale of Assets (0.04)
Bad Debt 12.38
Unrealised forex gain or loss - 4.23 -
Operating Profit before Working Capital Changes 1,286 .37 947 .29 492 .64
Adjusted for:
Inventories (211.98) (128.11) (101.92)
Trade receivables (759.84) 200.90 (452.13)
Short Term Loans & Advances (62.51) 47.94 16.17
Other Current Assets (9.71) (5.82) 16.98
Trade Payable 67.08 145.73 2.48
Other Current Liabilities (7.17) (169.73) 135.78
Cash generated From Operations 302.24 1,038.20 110.00
Income Tax Paid 268.69 131.15 10.93
Net Cash generated/(used in) from Operating 33.55 907.05 99.06
Activities (A)
B CASH FLOW FROM INVESTING ACTIVITIES:
Increase/(Decrease) in Non-Current Investments - - 30.58
Purchase of plant & equipment (753.01) (200.23) (147.44)
Interest Income 8.17 4.69 2.28
Sale of Fixed assets - - 0.04
(Increase)/Decrease in Non-Current Assets 8.31 (340.78) (54.29)
Net Cash used in Investing Activities (B) (736 .53) (536 .32) (168 .78)
C CASH FLOW FROM FINANCING ACTIVITIES:
Increase in share capital 420.32 - -
Proceeds from long term borrowing 240.00 - 191.22
Repayment from long term borrowing (86.30) (127.87) (132.53)
Proceeds of short term borrowing 4,291.45 4,227.10 2,732.71
Repayment of short term borrowing (4,126.14) (4,351.45) (2,670.74)
Finance Cost (41.91) (41.21) (53.64)
Net Cash used in Financing Activities (C) 697.41 (293.43) 67.02
Net Increase/(Decrease) in Cash and Cash Equivalents (5.56) 77.30 (2.69)
Cash and Cash Equivalents at the beginning of the year 81.95 4.65 7.34
Cash and Cash Equivalents at the en d of the year 76 .39 81.95 4.65
Note :-
1. Components of Cash & Cash Equivalent Amount (₹ In Lakhs, unless otherwise stated)
Particulars For the year For the year For the year
ended ended ended
31.03.2025 31.03.2024 31.03.2023
a. Balances with banks 9.70 2.10 2.10
b. Balance in CC Account - 58.65 -
c. FD with banks 46.68 21.20 2.54
d. Cash in hand 20.00 - -
Total 76.39 81.95 4.65
2. The above cash flow statement has been prepared under the indirect method set out in AS-3 issued by the Institute
of Chartered Accountants of India.
3. Figures in Brackets represents outflow.
74SECTION V: GENERAL INFORMATION
Our Company was originally incorporated on September 10, 2008, as a Private Limited Company in the name of “ARC
Insulation & Insulators Private Limited” under the provisions of the Companies Act, 1956 bearing Corporate
Identification Number U18109WB2008PTC129263 issued by the Deputy Registrar of Companies, West Bengal. Further,
our Company acquired the running business on a going concern basis with the assets and liabilities of M/s ARC Insulation
& Insulators, sole proprietorship concern of our promoter Mr. Manish Bajoria vide Business Transfer Agreement dated
and effective from June 01, 2009. Subsequently, pursuant to a Special Resolution of our Shareholders passed in the
Extra-Ordinary General Meeting held on June 11, 2024, our Company was converted from a Private Limited Company
to Public Limited Company and consequently, the name of our Company was changed to ‘ARC Insulation & Insulators
Limited’ and a Fresh Certificate of Incorporation consequent to Conversion was issued on August 5, 2024 bearing
Corporate Identification Number U18109WB2008PLC129263 issued by the Registrar of Companies, Central Processing
Centre.
For details in relation to the incorporation, Registered Office and other details, please refer to the chapter titled “Our
History and Certain Other Corporate Matters” beginning on page 186 of this Red Herring Prospectus.
BRIEF COMPANY AND OFFER INFORMATION
Registration Number 129263
Corporate Identification U18109WB2008PLC129263
Number
Date of Incorporation as September 10, 2008
Private Limited Company
Date of Incorporation as August 05, 2024
Public Limited Company
Address of Registered Office Village - Ramdevpur, PO-Bawali, Bishnupur 2, Parganas South, Bishnupur, West
Bengal-743384, India.
Contact No.: +91 62937 61074
Email: info@arcinsulations.com
Website: www.arcinsulations.com
Address of Registrar of Registrar of Companies, Kolkata
Companies Nizam Palace, 2nd MSO Building, 2nd Floor, 234/4, A.J.C.B. Road, Kolkata-
700020, West Bengal.
Contact No.: +91 33 2287 7390
Email: roc.kolkata@mca.gov.in
Website: www.mca.gov.in
Designated Stock Exchange Emerge Platform of National Stock Exchange of India Limited (“NSE
Emerge”)
Exchange Plaza, C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai -
400051, Maharashtra, India.
Website: www.nseindia.com
Contact No.: 022-2659 8100/ 2659 8114 / 66418100
Fax No.: 022 2659 8120
Issue Programme Anchor Portion Offer Opens / Closes on: August 20, 2025
Offer Opens on: August 21, 2025
Offer Closes on: August 25, 2025
Chief Financial Officer Mr. Manish Bajoria
Village - Ramdevpur, PO-Bawali, Bishnupur 2, Parganas South, Bishnupur, West
Bengal-743384, India.
Contact No.: +91 62937 61074
Email: cfo@arcinsulations.com
Website: www.arcinsulations.com
Company Secretary and Ms. Shraddha Dhacholia
Compliance Officer Village - Ramdevpur, PO-Bawali, Bishnupur 2, Parganas South, Bishnupur, West
Bengal-743384, India.
Contact No.: +91 62937 61075
Email: cs@arcinsulations.com
Website: www.arcinsulations.com
OUR BOARD OF DIRECTORS
Details regarding our Board of Directors as on the date of this Red Herring Prospectus are set forth in the table hereunder:
75Name Designation Address DIN
Mr. Manish Bajoria Managing Director S/O: Gopal Bajoria, Tower-1, Flat-25B, South City, 375 02203237
Prince Anwar Shah Road, Jodhpur Park, Kolkata-
700068, West Bengal
Ms. Neelam Bajoria Executive Director W/O: Manish Bajoria, Tower-1, Flat-25B, South City, 02250051
375 Prince Anwar Shah Road, Jodhpur Park, Kolkata-
700068, West Bengal
Mr. Ashish Bajoria Non-Executive 1/2 Harish Mukherjee Road, Lala Lajpathrai Sarani, L.R. 10662463
Director Sarani, Kolkata-700020, West Bengal
Ms. Chetna Gupta Independent 25, Chinar Park, Destiny Tower, Flat No. 5 B, Rajarhat, 02212440
Director Gopalpur(M), North 24 Parganas, West Bengal-700157
Ms. Suruchi Jain Independent 30, Perumal Street, Kalaimagal School, Backside, Erode, 10205026
Virendra Kumar Jain Director Tamilnadu-638001
For detailed profile of our directors, refer “Our Management” on page 191 respectively of this Red Herring
Prospectus.
INVESTOR GRIEVANCES
Investors may contact our Company Secretary and Compliance Officer and / or the Registrar to the Offer and /
or the Book Running Lead Manager, in case of any pre-issue or post-issue related problems, such as non-receipt
of letters of allotment, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc.
All grievances in relation to the application through ASBA process may be addressed to the Registrar to the Offer, with
a copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving details such as the
full name of the sole or First Applicant, ASBA Form number, Applicants DP ID, Client ID, PAN, number of Equity
Shares applied for, date of submission of ASBA Form, address of Bidder, the name and address of the relevant
Designated Intermediary, where the ASBA Form was submitted by the Bidder, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked and UPI ID used by the Individual Investors. Further, the Bidder shall
enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove.
For all Offer related queries and for redressal of complaints, Applicants may also write to the Book Running Lead
Manager. All complaints, queries or comments received by Stock Exchange / SEBI shall be forwarded to the Book
Running Lead Manager, who shall respond to the same.
All grievances relating to the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
name of the sole or first Applicant, Bid cum Application Form number, Applicants DP ID, Client ID, PAN, date of the
Anchor Investor Application Form, address of the Applicant, number of Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the relevant Book Running Lead
Manager where the Anchor Investor Application Form was submitted by the Anchor Investor. For all Offer related
queries and for redressal of complaints, investors may also write to the Book Running Lead Manager.
DETAILS OF KEY INTERMEDIARIES PERTAINING TO THIS OFFER DOCUMENT OF OUR COMPANY
BOOK RUNNING LEAD MANAGER TO THE REGISTRAR TO THE OFFER
OFFER
GRETEX CORPORATE SERVICES LIMITED MAASHITLA SECURITIES PRIVATE LIMITED
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, 451, Krishna Apra Business Square, Netaji Subhash
Senapati Bapat Marg, Near Indiabulls, Dadar (W), Place, Pitampura, Delhi - 110034, India
Delisle Road, Mumbai-400013, Maharashtra, India. Contact No.: +91-11-47581432;
Contact No.: +91 93319 26937 Email: investor.ipo@maashitla.com
Email: info@gretexgroup.com Investor Grievance Email:
Website: www.gretexcorporate.com investor.ipo@maashitla.com
Contact Person: Mr. Pradip Agarwal Website: www.maashitla.com
SEBI Registration No: INM000012177 Contact Person: Mr. Mukul Agrawal
CIN: L74999MH2008PLC288128 SEBI Registration No.: INR000004370
CIN: U67100DL2010PTC208725
LEGAL ADVISOR TO THE OFFER
Zenith India Lawyers
D-49, First Floor, Sushant Lok III Extension Sector 57
Gurugram Haryana-122003, India.
Mobile No.: +91 9899016169
76Email: raj@zilawyers.com
Website: www.zilawyers.com
C ontact Person: Ms. Raj Rani Bhalla
PEER REVIEW & STATUTORY AUDITOR BANKERS TO THE COMPANY
M/s. Jay Gupta & Associates, Chartered Accountants State Bank of India
23, Gangadhar Babu Lane, Imax Lohia Square, SME Ballygunge Branch, 5th Floor, 50 A Gariahat Road,
3rd Floor, Unit No. 3A, Kolkata - 700 012, Kolkata – 700019, West Bengal, India
West Bengal, India Contact No.: +91 9674712069;
Telephone: +91 98364 32639 Email: sbi.04140@sbi.co.in /
Email: guptaagarwal.associate@gmail.com subrata.das1@sbi.co.in
Contact Person: Mr. Jay Shanker Gupta Website: https://bank.sbi
Membership No: 059535 Contact Person: Mr. Subrata Das
Firm Registration No.: 329001E
Peer Review No.: 017534
BANKER TO THE OFFER / SPONSOR BANK SYNDICATE MEMBER
AXIS BANK LIMITED Gretex Share Broking Limited
Ground Floor, Rajeshwari Bhuvan 51, Ranade RD, Dadar A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown,
west, Mumbai 400028 Senapati Bapat Marg,
Tel. No.: +91 9820853092 Near Indiabulls, Dadar (w), Delisle Road, Mumbai-
Fax No.: NA 400013, Maharashtra, India.
Email: ranaderoad.branchead@axisbank.com Tel No.: +91 22 6930 8500
Website: www.axisbank.com Email: compliance@gretexbroking.com
Contact Person: Ms. Ayesha Parvez Sayed Contact Person: Mr. Jignesh Jayantilal Lathigra
SEBI Registration No: INZ000166934
CIN: U65900MH2010PLC289361
CHANGES IN AUDITORS DURING LAST THREE FINANCIAL YEARS
Except as mentioned below, there has been no change in the statutory auditor of our Company during the last 3 years.
Sr. Date of From Date of To Reason for
No. Resign Appoint Change
ation ment
1 June M/s. Vineet Kedia & Co., July 11, M/s. Jay Gupta & Associates, M/s. Vineet
18, Chartered Accountants, 2025 Chartered Accountants Kedia & Co.,
2025 26D, RNR Tower, 4th floor UPC 23, Gangadhar Babu Lane, Imax Chartered
Road, Kankurgachi Lohia Square, 3rd Floor, Unit No. Accountants
Kolkata- 700054, West Bengal. 3A, Kolkata - 700 012, is not an ICAI
Contact No.: +91 62915`54269 West Bengal, India Peer
E-mail: cavineetkedia@gmail.com Telephone: +91 98364 32639 Reviewed
Contact Person: Mr. Vineet Email:guptaagarwal.associate@ Firm.
Kumar Kedia gmail.com
Membership No.: 063294 Contact Person: Mr. Jay
Firm Registration No.: 0325806E Shanker Gupta
Membership No: 059535
Firm Registration No.:
329001E
Peer Review No.: 017534
SELF-CERTIFIED SYNDICATE BANKS
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the website of
the SEBI ( https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34;
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to
time. For details on Designated Branches of SCSBs collecting the Bid-cum-Application Forms, refer to the above-
mentioned SEBI link.
Further, as notified by SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019; the
applications through UPI in IPOs can be made only through the SCSBs / mobile applications whose name appears on
the SEBI website www.sebi.gov.in at the following path: Home ≫ Intermediaries / Market Infrastructure Institutions ≫
Recognized intermediaries ≫ Self Certified Syndicate Banks eligible as Issuer Banks for UPI.
77Investor shall ensure that when applying in IPO using UPI, the name of their Bank appears in the list of SCSBs displayed
on the SEBI website which are live on UPI. Further, he / she shall also ensure that the name of the app and the UPI
handle being used for making the application is also appearing in the aforesaid list.
SYNDICATE SCSB BRANCHES
In relation to ASBA Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified
Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the
Syndicate is available on the website of the SEBI(
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 ) and updated from time to
time. For more information on such branches collecting Bid-cum-Application Forms from the Syndicate at Specified
Locations, refer to the above-mentioned SEBI link.
INVESTORS BANKS OR ISSUER BANKS FOR UPI
In accordance with UPI Circulars, RIIs Applying via UPI Mechanism may apply through the SCSBs and mobile
applications, whose names appear on the website of SEBI (
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=41 ), 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’ to the SEBI circular, bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019.
REGISTERED BROKERS
The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address, telephone
number and e-mail address, is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, respectively, as updated from time to time.
REGISTRAR AND SHARE TRANSFER AGENTS
The list of the RTAs eligible to accept Applications forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, are provided on the website of the SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10, as updated from time to
time.
COLLECTING DEPOSITORY PARTICIPANTS
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name
and contact details, is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 for National Securities
Depository Limited CDPs and at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18 for Central Depository
Services (India) Limited CDPs as updated from time to time. The list of branches of the SCSBs named by the respective
SCSBs to receive deposits of the Bid cum Application Forms from the Designated Intermediaries will be available on
the website of the SEBI (www.sebi.gov.in) and updated from time to time.
BROKERS TO THE OFFER
All members of the recognized stock exchanges would be eligible to act as Brokers to the Offer.
STATEMENT OF RESPONSIBILITY OF THE BOOK RUNNING LEAD MANAGER / STATEMENT OF
INTER SE ALLOCATION OF RESPONSIBILITIES
Since Gretex Corporate Services Limited is the sole Book Running Lead Manager to this Offer, a statement of inter se
allocation of responsibilities amongst Book Running Lead Manager is not required.
CREDIT RATING
This being an Issue of Equity Shares, there is no requirement of credit rating for the Offer.
IPO GRADING
78Since the Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, there is no requirement of
appointing an IPO Grading Agency.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from Peer Review Auditor namely, M/s. Jay Gupta and Associates (formerly
known as Gupta Agarwal & Associates) , to include their name as required under Section 26(5) of the Companies Act
2013 read with SEBI ICDR Regulations in this Red Herring Prospectus as an “expert” as defined under Section 2(38)
of the Companies Act 2013 to the extent and in respect of its (i) examination report dated August 06, 2025 on our Restated
Financial Information; and (ii) its report dated August 06, 2025 on the statement of Special Tax Benefits in this Red
Herring Prospectus. The aforementioned consents have not been withdrawn as on the date of this Red Herring
Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
TRUSTEES
This is an Offer of equity shares hence appointment of trustees is not required.
DEBENTURE TRUSTEES
As this is an Offer of Equity Shares, the appointment of Debenture trustees is not required.
MONITORING AGENCY
As per Regulation 262(1) of the SEBI (ICDR) Regulations, 2018 as amended, the requirement of Monitoring Agency is
not mandatory if the Offer size is below ₹ 5,000 Lakhs.
Pursuant to Regulation 32(3) of the SEBI (LODR) Regulations, 2015, our Company shall on a half yearly basis disclose
to the Audit Committee the uses and application of the Net Proceeds. Until such time as any part of the Net Proceeds
remains unutilized, our Company will disclose the utilization of the Net Proceeds under separate heads in our Company’s
balance sheet(s) clearly specifying the amount of and purpose for which Net Proceeds have been utilized so far, and
details of amounts out of the Net Proceeds that have not been utilized so far, also indicating interim investments, if any,
of such unutilized Net Proceeds. In the event that our Company is unable to utilize the entire amount that we have
currently estimated for use out of the Net Proceeds in a fiscal, we will utilize such unutilized amount in the next fiscal.
Further, in accordance with Regulation 32(1)(a) of the SEBI (LODR) Regulations, 2015, our Company shall furnish to
the Stock Exchanges on a half yearly basis, a statement indicating material deviations, if any, in the utilization of the Net
Proceeds for the objects stated in this Red Herring Prospectus.
GREEN SHOE OPTION
No Green Shoe Option is applicable for this Offer.
APPRAISAL AGENCY
Our Company has not appointed any appraising agency for appraisal of the Project
FILING OF OFFER DOCUMENT
The Red Herring Prospectus is being filed with Emerge Platform of National Stock Exchange India Limited (“NSE
Emerge”) Exchange Plaza, C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India.
The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Offer
Document in terms of Regulation 246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI
(ICDR) Regulations, 2018 and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a
copy of Red Herring Prospectus / Prospectus will be filed online through SEBI Intermediary Portal at
https://siportal.sebi.gov.in
79A copy of the Red Herring Prospectus / Prospectus, along with the documents required to be filed under Section 26, 28
& 32 of the Companies Act, 2013 will be filed to the Registrar of Companies Office situated at Registrar of Companies,
West Bengal, Kolkata, Nizam Palace, 2nd MSO Building, 2nd Floor, 234/4, A.J.C.B. Road, Kolkata-700020, West Bengal.
BOOK BUILDING PROCESS
Book Building, with reference to the Offer, refers to the process of collection of Bids on the basis of the Red Herring
Prospectus within the Price Band. The Price Band shall be determined by our Company, Selling Shareholder in
consultation with the Book Running Lead Manager in accordance with the Book Building Process and advertised in all
editions of the English national newspaper Business Standard (a widely circulated English national daily newspaper), all
editions of Hindi national newspaper Business Standard (a widely circulated Hindi national daily newspaper) and
Bengali Edition of Regional newspaper Arthik Lipi (a Bengali Daily Newspaper where our registered office is situated),
at least two working days prior to the Bid / Offer Opening date. The Offer Price shall be determined by our Company,
Selling Shareholder in consultation with the Book Running Lead Manager in accordance with the Book Building Process
after the Bid / Offer Closing Date. Principal parties involved in the Book Building Process are: -
• Our Company;
• Selling Shareholder
• The Book Running Lead Manager in this case being Gretex Corporate Services Limited,
• The Syndicate Member(s) who are intermediaries registered with SEBI / registered as brokers with Exchanges
and eligible to act as Underwriters. The Syndicate Member(s) will be appointed by the Book Running Lead
Manager;
• The Registrar to the Offer and;
• The Designated Intermediaries and Sponsor bank
The SEBI ICDR Regulations have permitted the Offer of securities to the public through the Book Building Process,
wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.
The Offer is being made through the Book Building Process wherein not more than 50% of the Net Offer shall be
available for allocation on a proportionate basis to QIBs, provided that our Company may in consultation with the Book
Running Lead Manager allocate upto 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI (ICDR) Regulations (the “Anchor Investor Portion”), out of which one third shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer
Price. 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including
Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Net
Offer shall be available for allocation to Non-Institutional Investors out of which (a) one third of such portion shall be
reserved for applicants with application size of more than two lots and up to such lots equivalent to not more than
₹1,000,000; and (b) two third of such portion shall be reserved for applicants with application size of more than
₹1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the
other sub-category of Non-Institutional Investors and not less than 35% of the Net Offer shall be available for allocation
to Individual Investors who applies for minimum application size in accordance with the SEBI Regulations, subject to
valid Bids being received at or above the Offer Price. All potential Bidders may participate in the Offer through an ASBA
process by providing details of their respective bank account which will be blocked by the SCSBs. All Bidders are
mandatorily required to utilize the ASBA process to participate in the Offer. Under-subscription if any, in any category,
except in the QIB Category, would be allowed to be met with spill over from any other category or a combination of
categories at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated
Stock Exchange.
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the
Offer. In accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-Institutional
Investors bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size of their Bids (in
terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Individual Bidders can revise their
Bids during the Bid / Offer Period and withdraw their Bids until the Bid / Offer Closing Date. Further, Anchor
Investors cannot withdraw their Bids after the Anchor Investor Bid / Offer Period. Allocation to the Anchor
Investors will be on a discretionary basis.
80Subject to valid Bids being received at or above the Offer Price, allocation to all categories in the Net Issue, shall be
made on a proportionate basis, except for Individual Portion where allotment to each Individual Bidders shall not be less
than the minimum bid lot, subject to availability of Equity Shares in Individual Portion, and the remaining available
Equity Shares, if any, shall be allotted on a proportionate basis. Under – subscription, if any, in any category, would be
allowed to be met with spill – over from any other category or a combination of categories at the discretion of our
Company in consultation with the Book Running Lead Manager and the Stock Exchange. However, under-subscription,
if any, in the QIB Portion will not be allowed to be met with spill over from other categories or a combination of
categories.
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018, all the investors (except Anchor Investors) applying in a public
offer shall use only Application Supported by Blocked Amount (ASBA) process for application providing details of the
bank account which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to
SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in
public Offer may use either Application Supported by Blocked Amount (ASBA) facility for making application or also
can use UPI as a payment mechanism with Application Supported by Blocked Amount for making application. For
details in this regards, specific attention is invited to the chapter titled “Offer Procedure” beginning on page 280 of the
Red Herring Prospectus.
The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors
are advised to make their own judgment about investment through this process prior to making a Bid or application in
the Offer.
For further details on the method and procedure for Bidding, please see section entitled “Offer Procedure” on page 280
of this Red Herring Prospectus.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any
price within the Price Band. For instance, assume a Price Band of ₹20.00 to ₹24.00 per share, Offer size of 3,000 Equity
Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given
below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from
various investors.
Bid Quantity Amount (₹) Cumulative Quantity Subscription
500 24.00 500 16.67%
1000 23.00 1500 50.00%
1500 22.00 3000 100.00%
2000 21.00 5000 166.67%
2500 20.00 7500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Offer the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The Issuer, in
consultation with the Book Running Lead Manager, may finalise the Offer Price at or below such Cut-Off Price, i.e., at
or below ₹22.00. All Bids at or above this Offer Price and cut-off Bids are valid Bids and are considered for allocation
in the respective categories.
Steps to be taken by the Bidders for Bidding:
• Check eligibility for making a Bid (see section titled “Offer Procedure” on page 280 of this Red Herring
Prospectus);
• Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum
Application Form;
• Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these
parameters, the Registrar to the Offer will obtain the Demographic Details of the Bidders from the Depositories.
• Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials
appointed by the courts, who may be exempt from specifying their PAN for transacting in the securities market, for
Bids of all values ensure that you have mentioned your PAN allotted under the Income Tax Act in the Bid cum
Application Form. The exemption for Central or State Governments and officials appointed by the courts and for
investors residing in Sikkim is subject to the Depositary Participant’s verification of the veracity of such claims of
the investors by collecting sufficient documentary evidence in support of their claims.
81• Ensure that the Bid cum Application Form is duly completed as per instructions given in this Red Herring
Prospectus and in the Bid cum Application Form;
Bid / Offer Program:
Event Indicative Dates
Bid / Offer Opening Date Thursday, August 21, 2025 (1)
Bid / Offer Closing Date Monday, August 25, 2025 (2)
Finalization of Basis of Allotment with the Designated Stock Exchange On or about Tuesday, August
26, 2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or UPI On or about Thursday,
ID linked bank account August 28, 2025
Credit of Equity Shares to Demat accounts of Allottees On or about Thursday,
August 28, 2025
Commencement of trading of the Equity Shares on the Stock Exchange On or about Friday August
29, 2025
Note:
1. Our Company in consultation with the Book Running Lead Manager may 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 in accordance with the SEBI ICDR Regulations.
2. Our Company in consultation with the Book Running Lead Manager, consider closing the Bid/Offer Period for QIBs
one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. In case of (i) any
delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for
cancelled / withdrawn / deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or
15% per annum of the Application Amount, whichever is higher from the date on which the request for cancellation
/withdrawal / deletion is placed in the Stock Exchanges Applying platform until the date on which the amounts are
unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI
Mechanism), the Applicant shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total
cumulative blocked amount except the original application amount, whichever is higher from the date on which such
multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Application
Amount, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in
amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock;
(iv) any delay in unblocking of non-allotted / partially allotted Application, exceeding four Working Days from the Offer
Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Application
Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Offer Closing Date
by the SCSB responsible for causing such delay in unblocking. The post Offer Book Running Lead Manager shall be
liable for compensating the Applicant at a uniform rate of 100 per day or 15% per annum of the Application Amount,
whichever is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts are
unblocked. For the avoidance of doubt, the provisions of the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 shall be deemed to be incorporated in the deemed agreement
of the Company with the SCSBs to the extent applicable.
The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead
Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3 Working Days of the
Bid / Offer Closing Date, the timetable may change due to various factors, such as extension of the Bid / Offer Period
by our Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the
Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock
Exchange and in accordance with the applicable laws. Bid Cum Application Forms and any revisions to the same will
be accepted only between 10.00 A.M. to 5.00 P.M. (IST) during the Offer Period (except for the Bid / Offer Closing
Date). On the Bid/ Offer Closing Date, the Bid Cum Application Forms will be accepted only between 10.00 A.M. to
3.00 P.M. (IST) for individual and non-individual Bidders. The time for applying for Individual Applicant on Bid / Offer
Closing Date maybe extended in consultation with the Book Running Lead Manager, RTA and Emerge Platform of
National Stock Exchange of India Limited (“NSE Emerge”) taking into account the total number of applications received
up to the closure of timings.
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid / Offer Closing Date,
Bidders are advised to submit their applications one (1) day prior to the Bid / Offer Closing Date and, in any case, not
later than 3.00 P.M. (IST) on the Bid / Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bid Cum Application Forms are received on the Bid / Offer
Closing Date, as is typically experienced in public Issue, some Bid Cum Application Forms may not get uploaded due
to the lack of sufficient time. Such Bid Cum Application Forms that cannot be uploaded will not be considered for
82allocation under this Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any
public holidays). Neither our Company nor the Book Running Lead Manager is liable for any failure in uploading the
Bid Cum Application Forms due to faults in any software / hardware system or otherwise. In accordance with SEBI
ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower the size of their
application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Individual Applicants
can revise or withdraw their Bid Cum Application Forms prior to the Bid / Offer Closing Date. Allocation to Individual
Applicants, in this Offer will be on a proportionate basis. In case of discrepancy in the data entered in the electronic book
vis-à-vis the data contained in the physical Bid Cum Application Form, for a particular Applicant, the details as per the
file received from Stock Exchange may be taken as the final data for the purpose of Allotment. In case of discrepancy in
the data entered in the electronic book vis-à-vis the data contained in the physical or electronic Bid Cum Application
Form, for a particular ASBA Applicant, the Registrar to the Offer shall ask the relevant SCSBs / RTAs / DPs /
stockbrokers, as the case may be, for the rectified data.
Submission of Application Forms:
Offer period (except the Offer Closing Date)
Submission and Revision of Application Form Only between 10.00 a.m. to 5.00 p.m. IST
Offer Closing Date
Submission and Revision of Application Form Only between 10.00 a.m. to 3.00*# p.m. IST
*UPI mandate end time and date shall be at 5.00 pm on Offer / Offer Closing Date
# On the Offer Closing Date, the Applications shall be uploaded until:
• Until 4.00 p.m. IST in case of application by QIBs and Non – Institutional Investors and
• Until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Individual Investors
which may be extended up to such time as deemed fit by the Stock Exchange after taking into account the total
number of applications received up to the closure of timings and reported by Book Running Lead Manager to the
Stock Exchange.
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid / Offer Closing Date,
Bidders are advised to submit their applications one (1) day prior to the Bid / Offer Closing Date and, in any case, not
later than 3.00 P.M. (IST) on the Bid / Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bid Cum Application Forms are received on the Bid / Offer
Closing Date, as is typically experienced in public Offer, some Bid Cum Application Forms may not get uploaded due
to the lack of sufficient time. Such Bid Cum Application Forms that cannot be uploaded will not be considered for
allocation under this Offer. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any
public holidays). Neither our Company nor the Book Running Lead Manager is liable for any failure in uploading the
Bid Cum Application Forms due to faults in any software / hardware system or otherwise.
In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or
lower the size of their Application (in terms of the quantity of the Equity Shares or the Application amount) at any stage.
Individual Applicants can revise or withdraw their Bid Cum Application Forms prior to the Bid / Offer Closing Date.
Allocation to Individual Applicants, in this Offer will be on a proportionate basis.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid Cum
Application Form, for a particular Applicant, the details as per the file received from Stock Exchange may be taken as
the final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the
data contained in the physical or electronic Bid Cum Application Form, for a particular ASBA Applicant, the Registrar
to the Offer shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the rectified data.
WITHDRAWAL OF THE OFFER
In accordance with the SEBI (ICDR) Regulations, our Company in consultation with Book Running Lead Manager,
reserves the right not to proceed with this offer at any time after the Offer Opening Date, but before our Board meeting
for Allotment without assigning reasons thereof.
If our Company withdraws the Offer after the Offer Closing Date, we will give reason thereof within two days by way
of a public notice which shall be published in the same newspapers where the pre-offer advertisements were published.
Further, the Stock Exchanges shall be informed promptly in this regard and the Book Running Lead Manager, through
the Registrar to the Offer, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one
Working Day from the date of receipt of such notification.
83In case our Company withdraws the Offer after the Offer Closing Date and subsequently decides to undertake a public
offering of Equity Shares, our Company will file a fresh Offer Document with the Stock Exchange where the Equity
Shares may be proposed to be listed.
Notwithstanding the foregoing, the Offer is also subject to obtaining the final Listing and Trading Approval of the Stock
Exchange, which the Company shall apply for after Allotment. In terms of the SEBI Regulations, Non- Individual
Applicants shall not be allowed to withdraw their Application after the Offer Closing Date.
UNDERWRITING AGREEMENT
This Offer is 100% Underwritten. The Underwriting agreement is dated January 07, 2025 and Addendum to Underwriting
agreement dated July 17, 2025. Pursuant to the terms of the Underwriting Agreement the obligations of the Underwriters
are several and are subject to certain conditions specified therein.
The Underwriter have indicated its intention to underwrite the following number of specified securities being offered
through this Offer:
Details of the Underwriter No. of Amount % of the Total
shares Underwritten Offer Size
underwritten (₹ in Lakh) Underwritten
Gretex Corporate Services Limited Upto 16,47,000 [●] 49.9 8%
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown,
Senapati Bapat Marg, Near Indiabulls, Dadar (w), Delisle
Road, Mumbai, Mumbai - 400013 Maharashtra, India.
Contact No.: +91 93319 26937
Email: info@gretexgroup.com
Website: www.gretexcorporate.com
Contact Person: Mr. Pradip Agarwal
SEBI Registration No.: INM000012177
CIN: L74999MH2008PLC288128
Gretex Share Broking Limited Upto 16,48,000 [●] 50.0 2%
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown,
Senapati Bapat Marg, Near Indiabulls, Dadar (w), Delisle
Road, Mumbai - 400013 Maharashtra, India.
Contact No.: +91 22 6930 8500
Email: compliance@gretexbroking.com
Contact Person: Mr. Jignesh Jayantilal Lathigra
SEBI Registration No: INZ000166934
Market Maker Member Code: 90287
CIN: U65900MH2010PLC289361
TOTAL Upto 32,95,000 [●] 100%
As per Regulation 260(2) of SEBI (ICDR) Regulations, 2018, the Book Running Lead Manager has agreed to underwrite
to a minimum extent of 15% of the Offer out of its own account. In the opinion of the Board of Directors (based on the
certificate given by the Underwriters), the resources of the above-mentioned Underwriters are sufficient to enable them
to discharge their respective underwriting obligations in full. The above-mentioned Underwriters are registered with
SEBI under Section 12(1) of the SEBI Act or registered as broker with the Stock Exchange.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in
the table above. Notwithstanding the above table, the Book Running Lead Manager shall be responsible for ensuring
payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment,
the respective Underwriter, in addition to other obligations defined in the underwriting agreement, will also be required
to procure / subscribe to Equity Shares to the extent of the defaulted amount. If the Underwriter(s) fails to fulfil its
underwriting obligations as set out in the Underwriting Agreement, the Book Running Lead Manager shall fulfil the
underwriting obligations in accordance with the provisions of the Underwriting Agreement.
DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS OFFER
Our Company has entered into Market Making Agreement dated January 07, 2025 and Revised Market Making
Agreement dated August 13, 2025 with the Book Running Lead Manager, Selling Shareholder and Market Maker to
fulfil the obligations of Market Making:
The details of Market Makers are set forth below:
84Name Gretex Share Broking Limited Nikunj Stock Brokers Limited
Address A-401, Floor 4th, Plot FP-616, (PT), A-92, Ground Floor, left portion, Kamla
Naman Midtown, Senapati Bapat Marg, Nagar, New Delhi- 110007.
Near Indiabulls Dadar (W), S V S Marg,
Mumbai- 400013, Maharashtra, India
Contact No. +91 022 6930 8500 +91 11 47030017/18 / +91 98113 22534
Email compliance@gretexbroking.com complianceofficer@nikunjonline.com
Contact Person Mr. Jignesh Jayantilal Lathigra Mr. Pramod Kumar Sultania
CIN U65900MH2010PLC289361 U74899DL1994PLC060413
SEBI Registration No. INZ000166934 INZ000169335
Market Maker Member 90287 06913
code
Gretex Share Broking Limited and Nikunj Stock Brokers Limited, are registered with SME Platform of BSE Limited
and Emerge Platform of National Stock Exchange of India Limited to act as the Market Makers and has agreed to receive
or deliver the specified securities in the Market Making process for a period of three years from the date of listing of our
Equity Shares or for a period as may be notified by amendment to SEBI (ICDR) Regulations.
The Market Makers shall fulfil the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations,
and its amendments from time to time and the circulars issued by the Emerge Platform of National Stock Exchange of
India Limited (“NSE Emerge”) and SEBI regarding this matter from time to time.
Following is a summary of the key details pertaining to the Market Making Arrangement:
1) The Market Makers shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be
monitored by the Stock Exchange. Further, the Market Maker shall inform the Stock Exchange in advance for each
and every black out period when the quotes are not being offered by the Market Maker.
2) The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other
particulars as specified or as per the requirements of the NSE Emerge (Emerge platform of NSE) and SEBI from time
to time.
3) The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the Emerge
platform of National Stock Exchange of India Limited (in this case currently the minimum trading lot size is 1,000
equity shares; however, the same may be changed by the Emerge platform of National Stock Exchange of India
Limited from time to time).
4) The minimum depth of the quote shall be ₹1.00 Lakhs. However, the investors with holdings of value less than ₹1.00
Lakhs shall be allowed to offer their holding to the Market Maker in that scrip provided that they sell their entire
holding in that scrip in one lot along with a declaration to the effect to the selling broker.
5) After a period of three (3) months from the market making period, the market maker would be exempted to provide
quote if the Shares of market maker in our Company reaches to 25% (Including the 5% of Equity Shares of the Offer).
Any Equity Shares allotted to Market Maker under this Offer over and above 25% of Equity Shares would not be
taken in to consideration of computing the threshold of 25%. As soon as the Shares of market maker in our Company
reduce to 24%, the market maker will resume providing 2-way quotes.
6) There shall be no exemption / threshold on downside. However, in the event the market maker exhausts his inventory
through market making process, the concerned stock exchange may intimate the same to SEBI after due verification.
7) Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the quotes given
by him.
8) There would not be more than five Market Makers for a script at any point of time and the Market Makers may
compete with other Market Makers for better quotes to the investors. At this stage, Gretex Share Broking Limited is
acting as the sole Market Maker.
9) The shares of the Company will be traded in continuous trading session from the time and day the company gets
listed at Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”) and Market Maker will
remain present as per the guidelines mentioned under the National Stock Exchange of India Limited and SEBI
circulars.
8510) There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily / fully
from the market – for instance due to system problems, any other problems. All controllable reasons require prior
approval from the Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of
the Exchange for deciding controllable and non-controllable reasons would be final.
11) The Market Maker shall have the right to terminate said arrangement by giving a three-month notice or on mutually
acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker.
12) In case of termination of the above-mentioned Market Making Agreement prior to the completion of the compulsory
Market Making Period, it shall be the responsibility of the Book Running Lead Manager to arrange for another Market
Maker(s) in replacement during the term of the notice period being served by the Market Maker but prior to the date
of releasing the existing Market Maker from its duties in order to ensure compliance with the requirements of
Regulation 261 of the SEBI (ICDR) Regulations. Further the Company and the Book Running Lead Manager reserve
the right to appoint other Market Maker(s) either as a replacement of the current Market Maker or as an additional
Market Maker subject to the total number of Designated Market Makers does not exceed 5 (five) or as specified by
the relevant laws and regulations applicable at that particular point of time. The Market Making Agreement is
available for inspection at our Registered Office from 11.00 a.m. to 5.00 p.m. on working days.
13) Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”) will have all margins which are
applicable on the NSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin,
Special Margins and Base Minimum Capital etc. National Stock Exchange of India Limited can impose any other
margins as deemed necessary from time-to-time.
14) Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”) will monitor the obligations on a
real time basis and punitive action will be initiated for any exceptions and / or non-compliances. Penalties / fines may
be imposed by the Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular
security as per the specified guidelines. These penalties / fines will be set by the Exchange from time to time. The
Exchange will impose a penalty on the Market Maker in case he is not present in the market (offering two-way quotes)
for at least 75% of the time. The nature of the penalty will be monetary as well as suspension in market making
activities / trading membership.
15) The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines /
suspension for any type of misconduct / manipulation / other irregularities by the Market Maker from time to time.
16) Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has
laid down that for issue size up to ₹250 crores the applicable price bands for the first day shall be:
a. In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be
5% of the equilibrium price.
b. In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall
be 5% of the Offer price.
Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The following
spread will be applicable on the Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”).
Sr. No. Market Price Slab (in ₹) Proposed Spread (in % to sale price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 6
4. Above 100 5
1) Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for
market maker(s) during market making process has been made applicable, based on the Offer size and as follows:
Offer Size Buy quote exemption threshold Re-Entry threshold for buy quote
(Including mandatory initial (including mandatory initial inventory of
inventory of 5 % of the Offer Size) 5 % of the Offer Size)
Up to ₹ 20 Crores 25% 24%
₹ 20 to ₹ 50 Crores 20% 19%
₹ 50 to ₹ 80 Crores 15% 14%
Above ₹ 80 Crores 12% 11%
862) All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change
based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.
On the first day of listing, there will be a pre-open session (call auction) and there after trading will happen as per
the equity market hours. The circuits will apply from the first day of the listing on the discovered price during
the pre-open call auction. The securities of the Company will be placed in SPOS and would remain in Trade for
Trade settlement for 10 days from the date of listing of Equity Shares on the Stock Exchange.
87SECTION VI: CAPITAL STRUCTURE
The Equity Share Capital of our Company, as on the date of this Red Herring Prospectus and after giving effect to the
Offer is set forth below:
Sr. Particulars Amount
No. (₹ in Lakh except share data)
Aggregate Aggregate value
Nominal Value at Offer Price
A. Authorised Share Capital (1)
1,50,00,000 Equity Shares of ₹ 10.00 each 1,500.00 -
B. Issued, Subscribed and Paid-Up Share Capital before the Offer
72,52,380 Equity Shares of ₹ 10.00 each 725.24 -
C. Present Offer in terms of this Red Herring Prospectus (2)
Issue of upto 32,95,000* Equity Shares of ₹ 10.00 each fully paid- Upto 329.50 [●]
up of our Company for cash at a price of ₹ [●] per Equity Share
(including premium of ₹ [●] per Equity Share)
Which comprises of:
Fresh issue of upto 30,45,000 Equity Shares of face value of ₹10/ Upto 304.50 [●]
- each aggregating up to ₹ [●] Lakhs
Offer for Sale of up to 2,50,000 Equity Shares of face value of ₹10/ Upto 25.00 [●]
- each aggregating up to ₹ [●] Lakhs
Of which
Reservation for Market Maker portion
Upto 1,65,000 Equity Shares of ₹ 10.00 each fully paid-up of our Upto 16.50 [●]
Company for cash at a price of ₹ [●] per Equity Share (including
premium of ₹ [●] per Equity Share)
Net Offer to the Public (3)
Upto 31,30,000 Equity Shares of ₹ 10.00 each fully paid-up of our Upto 313.00 [●]
Company for cash at a price of ₹ [●] per Equity Share (including
premium of ₹ [●] per Equity Share)
Of which (2):
Upto [●] Equity Shares of ₹ 10.00 each fully paid-up of our [●] [●]
Company for cash at a price of ₹ [●] per Equity Share (including
premium of ₹ [●] per Equity Share) will be available for allocation
to Individual Investors who applied for minimum application size.
Upto [●] Equity Shares of ₹ 10.00 each fully paid-up of our [●] [●]
Company for cash at a price of ₹ [●] per Equity Share (including
premium of ₹ [●] per Equity Share) will be available for allocation
to Non-Institutional Investors**
Upto [●] Equity Shares of ₹ 10.00 each fully paid-up of our [●] [●]
Company for cash at a price of ₹ [●] per Equity Share (including
premium of ₹ [●] per Equity Share) will be available for allocation
to Qualified Institutional Buyers.
F. Issued, Subscribed and Paid-up Share Capital after the Offer*
Upto [●] Equity Shares of ₹ 10.00 each [●] -
G. Securities Premium Account
Before the Offer 492.92
After the Offer [●]
*Subject to Finalization of Basis of Allotment
** of which (a) one third of the Non-Institutional Portion shall be reserved for Bidders with an application size of more than two lots
and upto such lots equivalent to not more than ₹ 10 lakhs and (b) two-thirds of the Non Institutional Portion shall be reserved for
Bidders with an application size exceeding ₹ 10 lakhs provided under-subscription in either of these two sub-categories of Non-
Institutional Portion may be allocated to Bidders in the other subcategory of Non-Institutional Portion.
(1)For details in relation to the changes in the authorised share capital of our Company, please refer to section titled “History and
Certain Other Corporate Matters – Amendments to our Memorandum of Association” on page 120 of this Red Herring Prospectus.
88(2)The Offer has been authorized by a resolution of our Board of Directors through their meeting dated September 21, 2024 and by a
special resolution of our Shareholders at Extra-ordinary General Meeting dated September 23, 2024. The Equity Shares being offered
by the Selling Shareholder have been held for a period of at least one year immediately preceding the date of this Red Herring
Prospectus and are eligible for being offered for sale pursuant to the Offer in terms of the SEBI ICDR Regulations. For details on
authorisation of the Selling Shareholder in relation to their portion of Offered Shares, please refer to the chapters titled “The Offer”
and “Other Regulatory and Statutory Disclosures” on pages 70 and 253 respectively.
(3) Allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above the Offer
Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other categories
or a combination of categories at the discretion of our Company in consultation with the Book Running Lead Manager and Designated
Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations and
guidelines.
CLASS OF SHARES
As on date of this Red Herring Prospectus, our Company has only one class of shares i.e., Equity Shares of ₹10.00 each.
All Equity Shares issued are fully paid up. Our Company does not have any outstanding convertible instruments as on
the date of this Red Herring Prospectus.
NOTES TO CAPITAL STRUCTURE
1. Changes in Authorized Equity Share Capital of our Company
Sr. Particulars of increase Cumulative Face Cumulative Date of Meeting Wheth
No. No. of Equity Value Authorized er
Shares (₹) Share Capital AGM
/ EGM
1. On Incorporation 2,50,000 10.00 25,00,000.00 Incorporation N.A.
(September 10,
2008)
2. Increase in Authorised Share 10,00,000 10.00 1,00,00,000.00 November 3, 2009 EGM
Capital from ₹25.00 Lakhs
divided into 2,50,000 Equity
Shares of ₹ 10/- each to
₹100.00 Lakhs divided into
10,00,000 Equity Shares of
₹10/- each
3. Increase in Authorised Share 14,00,000 10.00 1,40,00,000.00 December 5, 2011 EGM
Capital from ₹100.00 Lakhs
divided into 10,00,000 Equity
Shares of ₹ 10/- each to
₹140.00 Lakhs divided into
14,00,000 Equity Shares of
₹10/- each
4. Increase in Authorised Share 19,00,000 10.00 1,90,00,000.00 January 24, 2018 EGM
Capital from ₹140.00 Lakhs
divided into 14,00,000 Equity
Shares of ₹ 10/- each to
₹190.00 Lakhs divided into
19,00,000 Equity Shares of
₹10/- each
5. Increase in Authorised Share 1,50,00,000 10.00 15,00,00,000.00 August 07, 2024 EGM
Capital from ₹190.00 Lakhs
divided into 19,00,000 Equity
Shares of ₹ 10/- each to
₹1500.00 Lakhs divided into
1,50,00,000 Equity Shares of
₹10/- each
2. History of Issued and Paid-Up Share Capital of our Company
The history of the equity share capital of our Company is set forth below:
89Date of Number Face Offer Nature Nature of Cumulativ Cumulative Cumulative
allotment of Equity value Price of allotment e number paid-up Securities
Shares (₹) (including Conside of Equity Equity Premium (₹)
allotted Premium ration Shares Share
if capital (₹)
applicable
(₹)
Upon 10,000 10.00 10.00 Cash Subscriber 10,000 1,00,000 0.00
Incorporatio to the
n Memorand
um
of Associat
ion (I)
June 1, 3,40,000 10.00 10.00 Other Allotment 3,50,000 35,00,000 0.00
2009 than pursuant
Cash to
acquisition
of
M/s. ARC
Insulation
and
Insulators
(Proprietor
ship firm)
(II)
June 30, 1,75,000 10.00 20.00 Cash Further 5,25,000 52,50,000 17,50,000.00
2009 Allotment
(III)
March 15, 1,60,000 10.00 10.00 Cash Further 6,85,000 68,50,000 17,50,000.00
2010 Allotment
(IV)
December 5,58,220 10.00 10.00 Cash Further 12,43,220 1,24,32,200 17,50,000.00
31, 2011 Allotment
(v)
March 31, 75,000 10.00 100.00 Cash Further 13,18,220 1,31,82,200 85,00,000.00
2012 Allotment
(vi)
February 2, 3,94,800 10.00 17.00 Cash Right 17,13,020 1,71,30,200 1,12,63,600.
2018 Issue (vii) 00
September 51,39,060 10.00 10.00 Other Bonus 68,52,080 6,85,20,800 1,12,63,600.
18, 2024 than Issue (viii) 00
Cash
September 4,00,300 10.00 105.00 Cash Preferentia 72,52,380 7,25,23,800 4,92,92,100.
30, 2024 l Issue(ix) 00
i. Initial Subscribers to the Memorandum of Association subscribed 10,000 Equity Shares of Face Value of ₹
10.00 each, details of which are given below:
Sr. No Names of Allottees Number of Equity Shares
1 Mr. Manish Bajoria 5,000
2 Ms. Neelam Bajoria 5,000
Total 10,000
ii. Allotment of 3,40,000 Equity Shares on June 1, 2009 having Face Value of ₹10.00 each pursuant to the
acquisition of M/s. ARC Insulation and Insulators as per details given below:
Sr. No Names of Allottees Number of Equity Shares*
1 Mr. Manish Bajoria 2,45,000
2 Ms. Neelam Bajoria 95,000
Total 3,40,000
90*Pursuant to the Business Transfer Agreement dated June 01, 2009, for the acquisition of the proprietorship firm "M/s. ARC Insulation
and Insulators" of our Promoter, Mr. Manish Bajoria, the total consideration of ₹34,00,000.00 has been settled by issuing 2,45,000
and 95,000 equity shares to Mr. Manish Bajoria and Ms. Neelam Bajoria respectively with a face value of ₹10.00 each at an issue
price of ₹10.00.
iii. Allotment of 1,75,000 Equity Shares on June 30, 2009 having Face Value of ₹ 10.00 pursuant to Further
Issue at the Offer price of ₹ 20 as outlined below:
Sr. No Names of Allottees Number of Equity Shares
1 M/s. Yugberry Marketing Private Limited 1,00,000
2 M/s. Facit Sales Private Limited 75,000
Total 1,75,000
iv. Allotment of 1,60,000 Equity Shares on March 15, 2010 having Face Value of ₹ 10.00 each pursuant to
Further Issue at the Offer price of ₹ 10 as outlined below:
Sr. No Names of Allottees Number of Equity Shares
1 Mr. Vinod Agarwal 1,60,000
Total 1,60,000
v. Allotment of 5,58,220 Equity Shares on December 31, 2011 having Face Value of ₹ 10.00 each pursuant to
Further Issue at the issue price of ₹ 10 as outlined below:
Sr. No Names of Allottees Number of Equity Shares
1 Mr. Manish Bajoria 2,73,220
2 M/s. Swabhumi Distributors Private Limited 2,50,000
3 M/s. Manish Bajoria HUF 35,000
Total 5,58,220
vi. Allotment of 75,000 Equity Shares on March 31, 2012 having Face Value of ₹ 10.00 each pursuant to
Further Issue at the issue price of ₹ 100 as outlined below:
Sr. No Names of Allottees Number of Equity Shares
1 Ms. Neelam Bajoria 9,000
2 Mr. Manish Bajoria 6,000
3 Mr. Vinod Agarwal 60,000
Total 75,000
vii. Allotment of 3,94,800 Equity Shares on February 02, 2018, each with a Face Value of ₹ 10.00 pursuant to
Right Issue at the Offer Price of ₹ 17.00 to the existing shareholders as on the record date i.e. January 11,
2018 of the Company as outlined below:
Sr. No Names of Allottees Number of Equity Shares
1 Mr. Manish Bajoria 3,94,800
Total 3,94,800
viii. Allotment of 51,39,060 Equity Shares on September 18, 2024 having Face Value of ₹10.00 each pursuant
to Bonus issue in the ratio of 3:1 meaning 3 Bonus Equity Shares for every 1 equity share held as on record
date i.e. September 17, 2024 as per details given below:
Sr. No Names of Allottees Number of Equity Shares
1 Mr. Manish Bajoria 27,71,460
2 M/s. Swabhumi Distributors Private Limited 12,75,000
3 Ms. Neelam Bajoria 9,27,000
4 M/s. Manish Bajoria (HUF) 1,05,000
5 Mr. Aman Bajoria 60,000
6 Ms. Premlata Bajoria 300
7 Mr. Ashish Bajoria 300
Total 51,39,060
ix. Allotment of 4,00,300 Equity Shares on September 30, 2024 having Face Value of ₹10.00 each pursuant
to Preferential Issue at the Offer Price of ₹ 105.00 as per details given below
91Sr. No Names of Allottees Number of Equity Shares
1 M/s. Regal Jute Private Limited 15,000
2 M/s. Manoj Kumar Kochar (HUF) 19,000
3 Mr. Anshul Agarwal 30,000
4 Mr. Kashish Agarwal 38,000
5 Mr. Nasir Haji Aziz Boda 19,000
6 Mr. Amit Agarwal 15,000
7 Ms. Dipali Bothra 22,500
8 Mr. Ghanshyam Das Manihar 9,400
9 Ms. Leela Devi Manihar 9,400
10 M/s. Modest Investment Co. (P) Ltd. 48,000
11 Ms. Pragati Jalan 19,000
12 M/s. Shree Shyam Investments (through its proprietor Ms. Megha 47,000
Bhuwania
13 M/s. Basudev Dealers LLP 47,000
14 M/s. Pulin Investments Private Limited 62,000
Total 4,00,300
3. Except mentioned in point ii and viii mentioned above, we have not issued any Equity Shares for consideration
other than cash.
4. Our Company has not allotted any Equity Shares pursuant to any scheme approved under Section 391-394 of the
Companies Act, 1956 and Section 230-234 of the Companies Act, 2013.
5. We have not re-valued our assets since inception and have not issued any equity shares (including bonus shares) by
capitalizing any revaluation reserves.
6. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for our
employees, and we do not intend to allot any shares to our employees under Employee Stock Option Scheme /
Employee Stock Purchase Scheme from the proposed Offer. As and when, options are granted to our employees
under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Share Based Employee
Benefits) Regulations, 2014.
7. Except as stated below, our company has not Issued Equity Shares at price lower than the Offer Price during the
preceding 1 (one) year:
Date of No. of Face Issue Reasons Benefits Allottees No. of
Allotment Equity Value Price of accrued to Shares
Shares (₹) (₹) Allotment company Allotted
September 51,39,060 10.00 - Bonus Capitalization Mr. Manish Bajoria 27,71,460
18, 2024 Issue of Reserves M/s. Swabhumi 12,75,000
& Surplus* Distributors Private
Limited
Ms. Neelam Bajoria 9,27,000
M/s. Manish Bajoria 1,05,000
(HUF)
Mr. Aman Bajoria 60,000
Ms. Premlata Bajoria 300
Mr. Ashish Bajoria 300
Total 51,39,060
*Above allotment of shares has been made out of Reserve and Surplus available for distribution to shareholders and no part of
revaluation reserve has been utilized for the purpose.
Date of No. of Face Issue Reasons Benefits Allottees No. of Shares
Allotment Equity Valu Pric of accrued to Allotted
Shares e (₹) e (₹) Allotmen company
t
Septembe 4,00,300 10.00 105 Preferenti Expanding M/s. Regal Jute Private 15,000
r 30, 2024 al Business and Limited
Allotment day to day M/s. Manoj Kumar 19,000
Kochar (HUF)
92Financial Mr. Anshul Agarwal 30,000
commitments Mr. Kashish Agarwal 38,000
Mr. Nasir Haji Aziz 19,000
Boda
Mr. Amit Agarwal 15,000
Ms. Dipali Bothra 22,500
Mr. Ghanshyam Das 9,400
Manihar
Ms. Leela Devi 9,400
Manihar
M/s. Modest 48,000
Investment Co. (P) Ltd.
Ms. Pragati Jalan 19,000
M/s. Shree Shyam 47,000
Investments (through
its proprietor Ms.
Megha Bhuwania)
M/s. Basudev Dealers 47,000
LLP
M/s. Pulin Investments 62,000
Private Limited
Total 4,00,300
8. Our Shareholding Pattern
a) The table below presents the current shareholding pattern of our Company as on the date of this Red
Herring Prospectus:
9394
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(a) % of (a) of total
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A Promoters 7 68,52,080 - - 68,52,080 94.48 68,52,080 - 68,52,080 94.48 - 94.48 - - - - 68,52,080
&
Promoter
Group
B Public 14 4,00,300 - - 400,300 5.52 4,00,300 - 4,00,300 5.52 - 5.52 - - - - 4,00,300
C Non - - - - - - - - - - - - - - - - - -
Promoter
Non -
Public
C1 Shares - - - - - - - - - - - - - - - - -
underlying
DRs
C2 Shares - - - - - - - - - - - - - - - - -
held by
Employee
Trusts
Total 21 72,52,380 - - 72,52,380 100.00 72,52,380 - 72,52,380 100.0 - 100.00 - - - - 72,52,380
0b) Equity Shareholding of Directors and Key Managerial Personnel and Senior Management in our Company:
Except as stated below, none of our Directors or Key Managerial Personnel or Senior Management hold any Equity
Shares in our Company:
Sr. No. Name of Shareholder No. of Equity % of Pre-Offer No. of Equity % of Post-
Shares Capital Shares Offer Capital
1 Mr. Manish Bajoria 36,95,280 50.95 34,45,280 [●]
2 Ms. Neelam Bajoria 12,36,000 17.04 12,36,000 [●]
3 Mr. Ashish Bajoria 400 0.01 400 [●]
Total 49,31,680 68.00 46,81,680 [●]
c) List of shareholders holding 1% or more of the paid-up capital of our Company as on date of this Red Herring
Prospectus:
Sr. No. Name of Shareholder No. of Equity Shares % of Pre-Offer Capital
1 Mr. Manish Bajoria 36,95,280 50.95
2 M/s. Swabhumi Distributors Private Limited 17,00,000 23.44
3 Ms. Neelam Bajoria 12,36,000 17.04
4 M/s. Manish Bajoria HUF 1,40,000 1.93
5 Mr. Aman Bajoria 80,000 1.10
Total 68,51,280 94.47
d) List of shareholders holding 1% or more of the paid-up capital of our company as on date ten days prior to the date
of this Red Herring Prospectus:
Sr. No. Name of Shareholder No. of Equity Shares % of Pre-Offer Capital
1 Mr. Manish Bajoria 36,95,280 50.95
2 M/s. Swabhumi Distributors Private Limited 17,00,000 23.44
3 Ms. Neelam Bajoria 12,36,000 17.04
4 M/s. Manish Bajoria HUF 1,40,000 1.93
5 Mr. Aman Bajoria 80,000 1.10
Total 68,51,280 94.47
e) List of shareholders holding 1% or more of the paid-up capital of our company as on date one year prior to the date
of this Red Herring Prospectus:
Sr. No. Name of Shareholder No. of Equity Shares % of Pre-Offer Capital
1 Mr. Manish Bajoria 9,24,020 53.95
2 M/s. Swabhumi Distributors Private Limited 4,25,000 24.81
3 Mr. Vinod Agarwal 2,20,000 12.84
4 Ms. Neelam Bajoria 1,09,000 6.36
5 M/s. Manish Bajoria (HUF) 35,000 2.04
Total 17,13,000 100.00
f) List of shareholders holding 1% or more of the paid-up capital of our company as on date two year prior to the date
of this Red Herring Prospectus:
Sr. No. Name of Shareholder No. of Equity Shares % of Pre-Offer Capital
1 Mr. Manish Bajoria 9,24,020 53.95
2 M/s. Swabhumi Distributors Private Limited 4,25,000 24.81
3 Mr. Vinod Agarwal 2,20,000 12.84
4 Ms. Neelam Bajoria 1,09,000 6.36
5 M/s. Manish Bajoria (HUF) 35,000 2.04
Total 17,13,000 100.00
9. Our Company has not issued any convertible instruments like warrants, debentures etc. since its incorporation and
there are no outstanding convertible instruments as on date of this Red Herring Prospectus.
10. Our Company has not made any public offer (including any rights issue to the public) since its incorporation.
9511. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, Right issue
or in any other manner during the period commencing from the date of the Red Herring Prospectus until the Equity
Shares of our Company have been listed or application money unblocked on account of failure of Issue.
12. Our Company does not intend to alter its capital structure within six months from the date of opening of the Offer,
by way of split / consolidation of the denomination of Equity Shares. However, our Company may further issue
equity shares (including issue of securities convertible into Equity Shares) whether preferential or otherwise after
the date of the listing of equity shares to finance an acquisition, merger or joint venture or for regulatory compliance
or such other scheme of arrangement or any other purpose as the Board of Directors may deem fit, if an opportunity
of such nature is determined by the Board of Directors to be in the interest of our Company.
13. All issuances of securities made by our Company since its incorporation till the date of filing of this Red Herring
Prospectus were in compliance with the Companies Act, 1956 and the Companies Act, 2013, as applicable.
14. Details of our Promoters Shareholding.
As on the date of this Red Herring Prospectus, our Promoters, Mr. Manish Bajoria, M/s. Swabhumi Distributors Private
Limited, Ms. Neelam Bajoria, M/s. Manish Bajoria HUF and Mr. Ashish Bajoria holds 93.37 % of the pre-issued,
subscribed and paid-up Equity Share capital of our Company.
Build-up of our Promoters’ shareholding in our Company:
Date of Number Face Issue / Nature of Nature of % of pre- % of post
Allotment / of Equity Value Acquisition Consider transaction offer Offer equity
Transfer Shares (₹) / Transfer ation equity share capital
Price (₹) share
capital
Mr. Manish Bajoria
Upon 5,000 10.00 10.00 Cash Subscriber to the 0.07 [●]
Incorporatio memorandum of
n Association
June 01, 2,45,000 10.00 10.00 Other than Allotment 3.38 [●]
2009 Cash pursuant to
acquisition
of M/s. ARC
Insulation and
Insulators *
December 2,73,220 10.00 10.00 Cash Further Allotment 3.77 [●]
31, 2011
March 31, 6,000 10.00 100.00 Cash Further Allotment 0.08 [●]
2012
February 02, 3,94,800 10.00 17.00 Cash Right Issue 5.44 [●]
2018
March 11, (100) 10.00 - Other than Gift to Prem Lata (0.00) [●]
2024 Cash Bajoria
March 11, (100) 10.00 - Other than Gift to Ashish (0.00) [●]
2024 Cash Bajoria
September 27,71,460 10.00 - Other Bonus Issue 38.21 [●]
18, 2024 Than Cash
Total 36,95,280 50.95 [●]
M/s. Swabhumi Distributors Private Limited
June 01, 1,00,000 10.00 2.00 Cash Transfer from 1.38 [●]
2010 Yugberry
Marketing Private
Limited
June 01, 75,000 10.00 2.00 Cash Transfer from 1.03 [●]
2010 Facit Sales Private
Limited
December 2,50,000 10.00 10.00 Cash Further Allotment 3.45 [●]
31, 2011
96September 12,75,000 10.00 - Other than Bonus Issue 17.58
18, 2024 cash
Total 17,00,000 23.44 [●]
Ms. Neelam Bajoria
Upon 5,000 10.00 10.00 Cash Subscriber to 0.07 [●]
Incorporatio Memorandum
n of Association
June 01, 95,000 10.00 10.00 Other than Allotment 1.31 [●]
2009 Cash pursuant to
acquisition
of M/s. ARC
Insulation and
Insulators *
March 31, 9,000 10.00 100.00 Cash Further Allotment 0.12 [●]
2012
March 7, 1,60,000 10.00 - Other than Gift from Meenu 2.21 [●]
2024 Cash Agarwal
March 7, 40,000 10.00 - Other than Gift from Meenu 0.55 [●]
2024 Cash Agarwal
September 9,27,000 10.00 - Other than Bonus Issue 12.78 [●]
18, 2024 Cash
Total 12,36,000 17.04 [●]
M/s. Manish Bajoria HUF
December 35,000 10.00 10.00 Cash Further Allotment 0.48 [●]
31, 2011
September 1,05,000 10.00 - Other than Bonus Issue 1.45 [●]
18, 2024 Cash
Total 1,40,000 1.93 [●]
Mr. Ashish Bajoria
March 11, 100 10.00 - Other than Gift from Manish 0.00 [●]
2024 Cash Bajoria
September 300 10.00 - Other than Bonus Issue 0.01 [●]
18, 2024 cash
Total 400 0.01 [●]
*Pursuant to the Business Transfer Agreement dated June 01, 2009, for the acquisition of the proprietorship firm "M/s. ARC Insulation
and Insulators" of our Promoter, Mr. Manish Bajoria, the total consideration of ₹34,00,000.00 has been settled by issuing 2,45,000
and 95,000 equity shares to Mr. Manish Bajoria and Ms. Neelam Bajoria respectively with a face value of ₹10.00 each at an issue
price of ₹10.00.
Notes:
a) None of the shares belonging to our Promoters have been pledged till date.
b) The entire Promoter’s shares shall be subject to lock-in from the date of allotment of the equity shares issued through
this Red Herring Prospectus for periods as per applicable Regulations of the SEBI (ICDR) Regulations.
c) All the shares held by our Promoter, were fully paid-up on the respective dates of acquisition of such shares.
The shareholding pattern of our Promoters and Promoter Group before and after the Offer is set forth below:
Sr. Particulars Pre-Offer Post-Offer
No. No. of Shares % No. of Shares % Holding
Holding
A) Promoters
1. Mr. Manish Bajoria 36,95,280 50.95 34,45,280 [●]
2. M/s. Swabhumi Distributors 17,00,000 23.44 17,00,000 [●]
Private Limited
3. Ms. Neelam Bajoria 12,36,000 17.04 12,36,000 [●]
4. M/s. Manish Bajoria (HUF) 1,40,000 1.93 1,40,000 [●]
5. Mr. Ashish Bajoria 400 0.01 400 [●]
97Sr. Particulars Pre-Offer Post-Offer
No. No. of Shares % No. of Shares % Holding
Holding
Total (A) 67,71,680 93.37 65,21,680 [●]
B) Promoter Group
1. Mr. Aman Bajoria 80,000 1.10 80,000 [●]
2. Ms. Prem Lata Bajoria 400 0.01 400 [●]
Total (B) 80,400 1.11 80,400 [●]
Total (A+B) 68,52,080 94.48 66,02,080 [●]
15. The average cost of acquisition of or subscription of shares by our Promoters is set forth in the table below:
Sr. No. Name of the Promoter No. of Shares held Average cost of Acquisition (in ₹)
1. Mr. Manish Bajoria 36,95,280 3.39
2. M/s. Swabhumi Distributors Private Limited 17,00,000 1.68
3. Ms. Neelam Bajoria 12,36,000 1.54
4. M/s. Manish Bajoria HUF 1,40,000 2.50
5. Mr. Ashish Bajoria 400 Nil
16. We have 21 (Twenty-One) Shareholders as on the date of this Red Herring Prospectus.
17. We hereby confirm that:
There has been no acquisition, sale or transfer of Equity Shares by our Promoter, Promoter Group, Directors and their
immediate relatives in the last 6 months preceding the date of filing of this Red Herring Prospectus.
No financing arrangements have been entered into by the members of the Promoter Group, the Directors, or their relatives
for the purchase by any other person of the securities of our Company other than in the normal course of business of the
financing entity during a period of six months preceding the date of filing of this Red Herring Prospectus.
18. Details of Promoters’ Contribution and Lock-in for Three Years
Pursuant to Regulation 236 and 238 of SEBI (ICDR) Regulations, 2018, an aggregate of 20% of the post offer capital
held by our Promoters shall be considered as Promoter’s Contribution (“Promoter’s Contribution”) and shall be locked-
in for a period of three years from the date of allotment of Equity shares issued pursuant to this Issue. The lock in of
Promoter’s Contribution would be created as per applicable law and procedure and details of the same shall also be
provided to the Stock Exchange before listing of the Equity Shares.
As on the date of this Red Herring Prospectus, our Promoters hold 67,71,680 Equity Shares constituting [●]% of the
Post-Issued, subscribed and paid-up Equity Share Capital of our Company, which are eligible for the Promoter’s
contribution.
Our Promoters have given written consent to include upto 20,60,506 Equity Shares held by them and subscribed by them
as part of Promoters’ Contribution constituting 20.01% of the post offer Equity Shares of our Company. Further, they
have agreed not to sell or transfer or pledge or otherwise dispose of in any manner, the Promoter’s contribution, for a
period of three years from the date of allotment in the Offer.
Date of No. of Face Issue / Nature of Post-Offer Lock in
Allotment / Equity Value Acquisitio transaction Shareholdin Period
transfer and Shares Per Share n / g
made locked in# (₹)# Transfer %
fully p aid up Price (₹) #
Mr. Manish Bajoria
December 31, 2,73,220 10.00 10.00 Further Allotment [●] 3 years
2011
March 31, 6,000 10.00 100.00 Further Allotment [●] 3 years
2012
February 02, 3,94,600 10.00 17.00 Right Issue [●] 3 years
2018
September 18, 4,50,712 10.00 - Bonus Issue [●] 3 years
2024
98Total 11,24,532 [●]
M/s. Swabhumi Distributors Private Limited
June 01, 2010 1,00,000 10.00 2.00 Transfer from Yugberry [●] 3 years
Marketing Private Limited
June 01, 2010 75,000 10.00 2.00 Transfer from Facit Sales [●] 3 years
Private Limited
December 31, 2,50,000 10.00 10.00 Further Allotment [●] 3 years
2011
September 18, 92,280 10.00 - Bonus Issue [●] 3 years
2024
Total 5,17,280 [●]
Ms. Neelam Bajoria
October 02, 5,000 10.00 10.00 Subscriber to [●] 3 years
2008 Memorandum
of Association
June 01, 2009 95,000 10.00 10.00 Allotment pursuant to [●] 3 years
acquisition of M/s. ARC
Insulation and Insulators
March 31, 9,000 10.00 100.00 Further Allotment [●] 3 years
2012
September 18, 267,094 10.00 - Bonus Issue [●] 3 years
2024
Total 3,76,094 [●]
M/s. Manish Bajoria HUF
December 31, 35,000 10.00 10.00 Further Allotment [●] 3 years
2011
September 18, 7,600 10.00 - Bonus Issue [●] 3 years
2024
Total 42,600 [●]
# Assuming full subscription to the Offer.
The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Promoters’ Contribution
under Regulation 237 of the SEBI (ICDR) Regulations, 2018. In this computation, as per Regulation 237 of the SEBI
(ICDR) Regulations, our Company confirms that the Equity Shares locked-in do not, and shall not, consist of:
a) The Equity Shares offered for minimum 20% Promoter’s Contribution have not been acquired in the three years
preceding the date of this Red Herring Prospectus for consideration other than cash and revaluation of assets or
capitalization of intangible assets nor resulted from a bonus issue out of the revaluation reserves or unrealized profits
of the Company or against Equity Shares which are otherwise ineligible for computation of Promoter’s contribution;
b) The minimum Promoter’s contribution does not include Equity Shares acquired during the one year preceding the
date of this Red Herring Prospectus at a price lower than the Offer Price;
c) The minimum Promoter’s contribution does not consist of such specified securities, allotted to promoters against
capital existing in such firms for a period of more than one year on a continuous basis.
d) The Equity Shares held by the Promoters and offered for minimum Promoter’s contribution are not subject to any
pledge;
e) All the Equity Shares of our Company held by the Promoters are in dematerialized form and
f) The Equity Shares offered for Promoter’s contribution do not consist of Equity Shares for which specific written
consent has not been obtained from the Promoters for inclusion of its subscription in the Promoters contribution
subject to lock-in.
We further confirm that our Promoter’s Contribution of 20.01% of the Post Offer Equity does not include any
contribution from Alternative Investment Funds or FVCI or Scheduled Commercial Banks or Public Financial
Institutions or Insurance Companies.
9919. Equity Shares locked-in for one year or two years in phased manner other than Minimum Promoters’
Contribution
The entire pre-offer shareholding of the Promoters, other than the Minimum Promoter’s contribution which is locked in
for three years, shall be locked in a phased manner from the date of allotment in this offer as below:
As per Regulation 238 (b)
“(i) fifty percent. of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of
two years from the date of allotment and
(ii) remaining fifty percent. of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a
period of one year from the date of allotment.
In addition to the Minimum Promoter’s contribution which is locked in for three years, as specified above, the balance
Equity Shares held by the Promoters shall be released in a phased manner i.e., fifty percent of promoters’ holding in
excess of minimum promoters’ contribution upto 22,30,587 Equity Shares shall be locked in for a period of two years
from the date of allotment and remaining fifty percent of promoters’ holding in excess of minimum promoters’
contribution which is upto 22,30,587 Equity Shares shall be locked in for a period of one year from the date of allotment.
In terms of Regulation 239 of the SEBI ICDR Regulations, the entire pre-offer capital held by the persons other than the
Promoters shall be locked in for a period of one year from the date of Allotment in this offer. Accordingly, 4,80,700
Equity Shares held by the Persons other than the Promoter shall be locked in for a period of one year from the date of
Allotment in this offer.
20. Inscription or Recording of non-transferability
In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms that certificates of Equity
Shares which are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock-in period and in
case such equity shares are dematerialized, the Company shall ensure that the lock in is recorded by the Depository. The
details of lock-in of the Equity Shares shall also be provided to the Designated Stock Exchange before the listing of the
Equity Shares
21. Pledge of Locked in Equity Shares
Pursuant to Regulation 242 of the SEBI (ICDR) Regulations, 2018, the locked-in Equity Shares held by our Promoters
can be pledged with any scheduled commercial bank or public financial institution or systematically important non-
banking finance company or a housing finance company as collateral security for loans granted by them, provided that:
• if the equity shares are locked-in in terms of clause (a) of Regulation 238, the loan has been granted to the
company or its subsidiary(ies) for the purpose of financing one or more of the objects of the Offer and pledge of
equity shares is one of the terms of sanction of the loan;
• if the specified securities are locked-in in terms of clause (b) of Regulation 238 and the pledge of specified
securities is one of the terms of sanction of the loan.
Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible
to transfer the equity shares till the lock-in period stipulated in these regulations has expired.
22. Transferability of Locked in Equity Shares
In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of SEBI (SAST) Regulations,
2011 as applicable;
The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR) Regulations, 2018
may be transferred to another Promoters or any person of the Promoter Group or to a new promoter(s) or persons in
control of our Company, subject to continuation of lock-in for the remaining period with transferee and such transferee
shall not be eligible to transfer them till the lock-in period stipulated has expired.
The equity shares held by persons other than promoters and locked in as per Regulation 239 of the SEBI (ICDR)
Regulations, 2018 may be transferred to any other person (including Promoters and Promoter’s Group) holding the equity
shares which are locked-in along with the equity shares proposed to be transferred, subject to continuation of lock-in for
the remaining period with transferee and such transferee shall not be eligible to transfer them till the lock-in period
stipulated has expired.
10023. Our Company, our Directors and the Book Running Lead Manager to this Offer have not entered into any buy-back
or similar arrangements with any person for purchase of our Equity Shares issued by our Company.
24. As on date of this Red Herring Prospectus, there are no partly paid-up equity shares and all the Equity Shares of
our Company are fully paid up. Further, since the entire money in respect of the Offer is being called on application,
all the successful applicants will be issued fully paid-up equity shares.
25. As on the date of filing of this Red Herring Prospectus, there are no outstanding warrants, options or rights to
convert debentures, loans or other instruments which would entitle Promoters or any shareholders or any other
person any option to acquire our Equity Shares after this Initial Public Offer.
26. As on the date of this Red Herring Prospectus, the Book Running Lead Manager and their respective associates (as
defined under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any
Equity Shares of our Company. The Book Running Lead Manager and their affiliates may engage in the transactions
with and perform services for our Company in the ordinary course of business or may in the future engage in
commercial banking and investment banking transactions with our Company for which they may in the future
receive customary compensation.
27. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed under
“Basis of Allotment” in the chapter titled “Offer Procedure” beginning on page 280 of this Red Herring Prospectus.
In case of over-subscription in all categories the allocation in the Offer shall be as per the requirements of Regulation
253 (2) of SEBI (ICDR) Regulations, as amended from time to time.
28. An over-subscription to the extent of 10% of the Net Offer can be retained for the purpose of rounding off to the
nearest integer during finalizing the allotment, subject to minimum allotment, which is the minimum application
size in this Offer. Consequently, the actual allotment may go up by a maximum of 10% of the Offer, as a result of
which, the post Offer paid up capital after the Offer would also increase by the excess amount of allotment so made.
In such an event, the Equity Shares held by the Promoters and subject to lock-in shall be suitably increased; so as to
ensure that 20% of the post Offer paid-up capital is locked in.
29. Our Company has not raised any bridge loan against the proceeds of this Offer. However, depending on business
requirements, we might consider raising bridge financing facilities, pending receipt of the Net Proceeds.
30. Our Company undertakes that at any given time, there shall be only one denomination for our Equity Shares, unless
otherwise permitted by law.
31. The unsubscribed portion in any reserved category (if any) may be added to any other reserved category.
32. The unsubscribed portion if any, after such inter se adjustments among the reserved categories shall be added back
to the Net Offer to the public portion.
33. Our Company shall comply with such accounting and disclosure norms as specified by SEBI from time to time.
34. There are no Equity Shares against which depository receipts have been issued.
35. As per RBI regulations, OCBs are not allowed to participate in this offer.
36. This Offer is being made through Book Built Method.
37. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR) the Offer
is being made for at least 25% of the post-offer paid-up Equity Share capital of our Company. Further, this Offer is
being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. No
payment, direct or indirect in the nature of discount, commission, allowances or otherwise shall be made either by
us or our Promoters to the persons who receive allotments, if any, in this Offer.
38. No person connected with the Offer shall offer any incentive, whether direct or indirect, in the nature of discount,
commission, and allowance, or otherwise, whether in cash, kind, services or otherwise, to any Applicant.
39. Our Promoters and Promoter Group will not participate in the Offer, except to the extent of the Offer for Sale by the
Selling Shareholder.
101Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter Group between the
date of filing this Red Herring Prospectus and the Offer Closing Date shall be reported to the Stock Exchange within
twenty-four hours of such transactions.
102SECTION VII: PARTICULARS OF THE OFFER
OBJECT OF THE OFFER
The Offer comprises a Fresh Issue of upto 30,45,000 Equity Shares of face value of ₹10.00 each aggregating up to ₹ [●]
and an Offer for Sale of up to 2,50,000 Equity Shares of face value ₹10.00 each aggregating up to ₹ [●] Lakhs by the
Selling Shareholders.
OFFER FOR SALE
Name of the Promoter Selling Number of Equity Shares Offered/ Date of consent letter
Shareholder Amount
Manish Bajoria Up to 2,50,000 Equity Shares July 17, 2025
The proceeds of the Offer for Sale shall be received by the Selling Shareholder and will not form part of the Net Proceeds.
Our Company will not receive any proceeds from the Offer for Sale. The Selling Shareholder will be entitled to their
respective portion of the proceeds of Offer for Sale, after deducting their share of the Offer-related expenses and relevant
taxes thereon.
FRESH ISSUE
The details of the proceeds of the Fresh Issue are summarized below:
(₹ in Lakhs)
Particulars Amount
Gross Proceeds from the Fresh Issue [●]
Less: Issue related expenses* [●]
Net Proceeds of the Fresh Issue [●]
* To be finalized on determination of the Offer Price and updated in the Prospectus prior to filing with the ROC. Except for the Listing
fees and Market making fees, which will be borne only by our Company, all other expenses relating to the Offer as mentioned above
will be borne by our Company and the Selling Shareholders in proportion to the Equity Shares contributed / issued in the Offer. The
total Issue expenses are ₹[●] Lakhs out of which ₹[●] Lakhs will be borne by the Selling Shareholders and ₹[●] Lakhs will be borne
by our Company. However, for ease of operations, expenses of the Selling Shareholders may, at the outset, be borne by our Company
on behalf of the Selling Shareholders and the Selling Shareholders agree that they shall reimburse our Company all such expenses
REQUIREMENTS OF FUNDS
Our Company intends to utilize the Net Fresh Offer proceeds for the following Objects (“Objects of the Offer”):
i. Capital Expenditure towards set up of New Manufacturing unit.
ii. Purchase of New Office Space
iii. Repayment/Pre-payment of Certain Debt Facilities
iv. Working Capital Requirements
v. General Corporate Purposes
In addition to the objects mentioned above, our Company intends to strengthen its capital base and expects to receive the
benefits of listing of the Equity Shares on the Stock Exchanges, including among other things, enhancing the visibility of
our brand and our Company among our existing and potential customers. We believe that listing will enhance our
corporate image and brand name and create a public market for Equity Share of our Company in India and will further
enable us to avail future growth opportunities.
We are specialized in the manufacturing and supply of Glass Fiber Reinforced Polymers (GFRP), Fiber Reinforced
Polymers (“FRP”) composite/constituency products. Our offerings include GFRP/FRP Rebars, GFRP/FRP Granting
Walkways, GFRP/FRP Pipelines, GFRP/FRP Tubes, GFRP/FRP Fencing for Transformers, GFRP/FRP Cable Trays, and
other related products. Our industry products are used for application in diverse industries such as Infrastructure, Power,
Cooling Tower, Chemical, Composite, Electrical Substation, Metal & Mining and others.
103The main object clause and the ancillary object clause of the Memorandum of Association of our Company enable us to
undertake our existing activities and the activities for which we are raising funds through the Offer. The existing activities
of our Company are within the object clause of our Memorandum.
UTILIZATION OF NET FRESH OFFER PROCEEDS
The Net Fresh Offer proceeds are proposed to be used in the manner set out in the following table:
(₹ in lakhs)
Amount Amount to be financed and
financed / to be deployed from Net IPO
Total
Sr. financed from Proceeds by the Financial
Particulars Estimated
No. Internal Year e nded
Expenditure
Accruals / March 31, March 31,
Borrowings 2026 2027
Capital Expenditure towards set up of 815.67 -- 815.67 --
1
New Manufacturing unit
2 Purchase of New Office Space^ 443.65 138.01 305.64 --
Repayment/Pre-payment of Certain 118.30 -- 118.30 --
3.
Debt Facilities including Bridge Finance
4 Working Capital Requirements 4,115.66 2,481.05 1,000.00 634.61
5 General Corporate Purposes* [●] -- [●] [●]
Total [●] 2,619.06 [●] [●]
^The Company has availed a Bridge Finance Facility of Rs. 240.00 lakhs from Kotak Mahindra Bank for the purpose of purchasing
new office space. Consequently, the repayment of the Bridge Finance Facility utilized for the said purpose has been included.
*To be finalized upon determination of the Offer Price and updated in the Prospectus prior to filing with RoC.
General Corporate Purpose shall not exceed 15% of the Gross Offer Proceeds or ₹ 10 crores, whichever is less.
For details of Bridge Finance facility, kindly refer chapter “Statement of Financial Indebtedness” on page 237 of this RHP.
The above stated estimated expenditure, deployment of the funds and the intended use of the Net Proceeds as described
herein are based on our current business plan and circumstances, management estimates, prevailing market conditions
and other external commercial and technical factors including interest rates and other charges, which are subject to change
from time to time. However, such fund requirements and deployment of funds have not been appraised by any bank,
financial institution, or any other independent agency. For further details, see “Risk Factors –Risks Relating to the
Offer and the Objects of the Offer - The Objects of the Offer for which the funds are being raised have not been
appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed
in this Red Herring Prospectus would be subject to certain compliance requirements, including prior
Shareholders’ approval.” on page 36. We may have to revise our funding requirements and deployment schedule on
account of a variety of factors such as our financial and market condition, business and growth strategies, our ability to
identify and implement inorganic growth initiatives (including investments and acquisitions), 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 utilization 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 law.
In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by our internal accruals, additional equity and/or debt
arrangements, as required. In case the actual utilization 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 does not exceed 15% of the Gross Offer
Proceeds or ₹ 10 crores, whichever is less in accordance with the SEBI ICDR Regulations.
Further, in case of a shortfall in raising requisite capital from the Net Proceeds towards meeting the objects or any increase
in the actual utilisation of funds earmarked for the Objects, our Company may explore a range of options including
utilizing our internal accruals and/or seeking additional debt from existing and future lenders. We believe that such
alternate arrangements would be available to fund any such shortfalls.
Means of Finance:
To meet the firm arrangement our company has availed the Fund based Cash Credit limit from the bank. The details of
sanction are as follows:
104Sanctioned Rate of
Name of Date of
Facility Amount Interest Security
Lender Sanction
(₹ in lakhs)
Primary Security: Hypothecation of stock &
receivables of present and future
Collateral Security: Equitable mortgage on Title
State Bank April 09, Cash
Deed No. I-3548, I-2669, Registered on 27-Jun-
470.00 8.90%
of India 2025 Credit
09 at South 24 Parganas, West Bengal in the name
of ARC Insulation & Insulators Ltd. and Personal
Guarantee of Manish Bajoria & Neelam Bajoria.
Accordingly, we are in compliance with the requirements prescribed under Paragraph 9(C)(1) of Part A of Schedule VI
and Regulation 230 (1) (e) of the SEBI ICDR Regulations which require firm arrangements of finance to be made through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Offer
and existing internal accruals.
As we operate in competitive environment, our Company may have to revise its business plan from time to time and
consequently our fund requirements may also change. Our Company’s historical expenditure may not be reflective of our
future expenditure plans. Our Company may have to revise its estimated costs, fund allocation and fund requirements
owing to various factors such as economic and business conditions, increased competition and other external factors
which may not be within the control of our management. This may entail rescheduling or revising the planned expenditure
and funding requirements, including the expenditure for a particular purpose at the discretion of the Company’s
management.
For further details on the risks involved in our business plans and executing our business strategies, please see the chapter
titled “Risk Factors” beginning on page 36 of this Red Herring Prospectus.
Details of the Object
1) Capital Expenditure towards set up of New Manufacturing Unit
A) Capital Expenditure towards set up of Factory shed for New Manufacturing Unit
The glass fiber-reinforced plastics (GFRP) composites market is experiencing significant growth, driven by the increasing
demand across various industries for lightweight, durable, and high-strength materials. These composites, which combine
glass fibers with a plastic matrix, are valued for their superior mechanical properties, including high strength-to-weight
ratio, impact resistance, and corrosion resistance.
The automotive and aerospace industries are major contributors to market expansion, as manufacturers seek to enhance
fuel efficiency and performance while reducing vehicle and aircraft weights.
The construction sector is increasingly adopting GFRP composites for their durability and low maintenance requirements
in structural applications. The marine industry also benefits from GFRP composites due to their resistance to water and
environmental degradation.
The marine industry is one of the sectors which is driving a surge in demand for glass fiber reinforced plastics (GFRP)
composites, particularly in boat and shipbuilding. As global maritime activities increase, there is a growing need for
materials that can withstand the harsh conditions of the marine environment, including saltwater exposure, high humidity,
and varying temperatures. GFRP composites are exceptionally well-suited for these applications due to their inherent
properties of corrosion resistance, durability, and lightweight nature. The marine industry’s emphasis on reducing
maintenance costs and enhancing the longevity of vessels aligns perfectly with the benefits offered by GFRP composites.
As advancements in composite manufacturing technology continue to improve the performance and affordability of
GFRP materials, their use in the marine industry is expected to expand further which represent significant opportunities
for GFRP composites, driven by the need for durable, efficient, and cost-effective solutions in boat and shipbuilding. The
material's ability to meet the rigorous demands of the marine environment positions it as a valuable asset in the ongoing
evolution of maritime technology.
105Global glass fiber-reinforced plastics (GFRP) market size was valued at USD 47.61 billion in 2023 and is projected to
reach USD 79.09 billion by 2031, with a CAGR of 6.55% during the forecast period of 2024 to 2031.
(Source : https://www.databridgemarketresearch.com/reports/global-glass-fiber-reinforced-plastics-gfrp-
market?srsltid=AfmBOoqa4QDag2jqtuIxsr9ah-NV39wjs-1aI89AVQtXw-SWyFK_c9CQ
Our Company has been manufacturing its products since 2008 at its freehold land situated at Village – Ramdevpur, PO-
Bawali, Bishnupur2, Parganas South, Bishnupur, West Bengal, India 743384. As an anticipated plan of expansion and
tapping the market of GFRP/FRP industry, our company intends to expand our manufacturing unit by setting up a new
manufacturing unit of Glass Fiber Reinforced Polymers (GFRP), Fiber Reinforced Polymers (“FRP”)
composite/constituency products such as GFRP/FRP Rebars, GFRP/FRP Granting Walkways, GFRP/FRP Pipelines,
GFRP/FRP Tubes, GFRP/FRP Fencing for Transformers, GFRP/FRP Cable Trays, and other related products designed
for industrial, energy and marine’s sectors. We supply our products for application in diverse industries including
Infrastructure, Power, Cooling Tower, Chemical, Composite, Electrical Substation, Metal & Mining and others.
Our company is expanding and our management is of the opinion that its better in the interest of the company to purchase
another land to set up a new manufacturing unit and expand its operations. The company has identified an industrial land
situated at District: Paschim Midnapore, Thana: Kharagpur, Gram Panchayat: SANKOA, Mouza: Sanmaninathpur, Jl
No: 350, Pin- 721301, West Bengal measuring land area of about 163 decimal (6,596 sq mtr approx.). We have also
obtained feasibility report from Cost Accountant, Ankit Gupta report dated January 07, 2025. Our company has entered
into the agreement of sale with the owner of the land i.e. Shraddha Overseas Private Limited dated December 04, 2024.
Hence for the same the company has to pay a sum of ₹ 4,03,00,000/- (Rupees Four Crores Three Lakhs Only). Further
the company will incur Land registration cost and Stamp duty approximately ₹4.03 lakhs and ₹ 24.18 lakhs respectively.
The company has already paid an advance amount of ₹ 5.00 Lakhs at the time of agreement and the company is proposed
to pay the balance amount including Land registration cost and Stamp duty of ₹ 426.21 Lakhs through its internal accrual.
Details pertaining to the said land is as follows:
Sl.No. Mouza with JL no. & PS Khatian Khatian LR plot no. Area (in Proposed buy
No. (LR) at no. (LR) at noted in the Decimal) area (in
the time of the time of deed Decimal)
Conversion agreement
1. Sanmaninathpur JL no. 590 551 46 20 20
350
PS: Kharagpur
2. Sanmaninathpur JL no. 590 552 46 143 143
350
PS: Kharagpur
Setting up of additional manufacturing unit is an initiative of expansion of the current business activity of the company.
This will increase the capacity of overall facility, thereby increasing production and increase in revenue with increase in
production, the company will also aim at achieving economies of scale, thereby increasing profit margins.
The company is acquiring industrial land as mentioned above and it shall apply for Factory License, Trade License and
any other applicable approvals after the registration of land in company’s name, further refer to please see the chapter
titled “Government and Other Approvals” beginning on page 245 of this Red Herring Prospectus.
Our Company intends to make capital expenditure towards construction and civil work and setting up additional
manufacturing unit on the aforementioned land and accordingly proposed to construct a factory shed having
approximately 4,645 sq. mtr. build up area. We have prepared a cost estimate for executing, designing, supervision and
procuring all relevant construction and installation. The total estimated cost for setting up the factory is around ₹ 372.38
lakhs, out of which the entire amount is intended to be funded from the Net Proceeds. This has been estimated by our
management based on quotations received from third party suppliers/ service providers. The detailed break-down of the
same along with details of the quotation, as applicable, is set forth below:
Summary of works:
Nature of Work Supplier Quotation Validity Amount
Date (₹ in Lakhs)
Craned Shed (Supply of Kirby Building Systems &
Pre-Fabricated Steel Structures India Pvt Ltd 09.07.2025 31.08.2025 245.00*
Building)
106Craned Shed (Erection Kirby Building Systems &
09.07.2025 31.08.2025 28.00
price) Structures India Pvt Ltd
Flooring Works (VDF) 98.53
Foundation Work
0.49
(2200*2200*300 HT)
Dey’s Trading Corporation 18.12.2024 30.09.2025
Foundation Work
0.33
(1800*1800*300 HT)
Tie Beam 0.02
TOTAL 372.38
* Inclusive of GST @ 18%
Note : Any additional cost if any on the above items will be borne from the internal accruals of the company.
B) Capital Expenditure toward Plant & Machinery for New Manufacturing Unit
Convers
Amoun
Date of Qty ion Rate
Sr. Name of t (INR
Quotati Brief Description (In Rate as on Validity
No. Vendor in
on Nos) 10.08.20
Lakhs)
25
AGP- line- 2.01 (Production
of bent elements from 4 to 16
mm diameter, the production 4
on rate is 4960 items with a
length of 1.7 meters)
The creel for 48 bobbins 1
The alignment device/ device
to optimize the humidity 1
fiberglass yarns
Capacity for impregnating
fiberglass roving/Highly
1
efficient extraction of the
compound (900 mm width)
Armplast
Node power winding periodic 12,160,0
Group of 1
13.01.20 profile 00 31.12.202
1 Compani 1.10 133.76
25* Polymerization furnace with Russian 6
es,
electronic temperature 1 Ruble
Russia
sensors (5 meters)
Pulling coil winder for
2
winding shapes
The Polymerization oven is
mobile for the final baking of 1
products
The control unit with fine-
1
tuning the line speed
Device for twisting fiberglass
1
roving
Umbrella on the hood 2
Power supply 380 volts and
-
220 volts, voltage 50 Hertz
AGP- line- 2.01 (Production
of composite mesh with a
width of 2 meters, cells 50*50 2
to 200*200 mm. Diameter
Armplast from 2 to 8 mm)
11,996,0
Group of The Control Panel 1
02.09.20 00 31.12.202
2 Compani 1.10 131.96
24 Roving racks 4 Russian 6
es,
Impregnation baths with Ruble
Russia 3
heated roving
The returnee 1
Polymerization furnace 1
Cooling bath (water) 2
107The pulling knot 1
Cutting unit 1
Reception desk 1
Alignment node 1
Power supply 380 volts and
-
220 volts, voltage 50 Hertz
The twist of the finished mesh
1
into rolls
The twist/binding node of the
1
grid
Green
19.12.20 Rooftop On-Grid Solar Power 30.09.202
3 Power 1 - - 100.70
24 Plant 5
Solutions
Agora
03.12.20 62,640
4 Freight Freight and Insurance 87.73 54.95 NA
24 USD
LLC
5 NA Import Duty 21.92 NA
Total 443.29
* The Original quotation was dated July 8, 2024 has been re-confirmed on January 13, 2025 vide Mail to be valid till December 31,
2026.
Note :
1. Currency exchange rate is considered as on August 10, 2025 (Source: www.xe.com)
2. Includes Installation, Sea Freight, Insurance, Duty on CIF @ 8.25%. All Procurements are excluding GST
The company planned to install on-grid Solar power plants for the purpose of captive consumption with a total capacity
of 380 kwp to reduce its power & fuel expenditure, the company is expecting to achieve break even for cost of Solar plant
in five years in terms of savings in electricity expenditure. The detailed working for break even of solar plant is as follows:
(₹ In Lakhs)
Particulars Year 1 Year 2 Year 3 Year 4 Year 5
Opening WDV of Solar Plant (A) 100.70 60.42 36.25 21.75 13.05
Depreciation Rate (B) 40% 40% 40% 40% 40%
Depreciation Amount (C=A*B) 40.28 24.17 14.50 8.70 5.22
Closing WDV (D=A-C) 60.42 36.25 21.75 13.05 7.83
Tax effect on Depreciation
10.47 6.28 3.77 2.26 1.36
(E=C*26%)
Depreciation Amount (1-t) (F=C-E) 29.81 17.88 10.73 6.44 3.86
Tax Adjusted Savings per annum on
35.42 35.42 35.42 35.42 35.42
Power cost (Refer working below) (G)
Net Savings per annum (H=F-G) 5.62 17.54 24.69 28.98 31.56
Cumulative Savings 5.62 23.15 47.85 76.83 108.39
Working for Tax adjusted Savings per annum on Power Cost:
Particulars Amount
Current Grid Tariff per unit (A)* 8.84
Capacity of Solar Plant in kwp (B) 380
No. of units produced per kwp per annum** (C ) 1500
Total electricity produced to be per annum (Units) (D=B*C) 5,70,000
Total electricity produced (₹ In Lakhs) (E=A*D) 50.39
Operation and Maintenance Cost*** (₹ In Lakhs) (F) 2.52
Savings in Power Cost (₹ In Lakhs) (G=E-F) 47.87
Tax impact on Power Cost (₹ In Lakhs) (H=G*26%) 12.45
Tax Adjusted Savings on Power Cost (₹ In Lakhs) (I=G-H) 35.42
*Current tariff rate is considered based on the average tariff rate calculated as per the electricity bill for the month of December 2024.
**Number of units produced per kwp is 1400-1600 units per annum. We have considered average of 1500 ((1400+1600)/2) for the
purpose of calculation.
(Source:https://www.eai.in/ref/ae/sol/rooftop/power_output#:~:text=1%20KWp%20of%20panel%20will,vary%20based%20on%20
meteorological%20conditions )
***We have assumed that Operation and Maintenance Cost is 5% per annum of total cost.
Notes:
1081. We have considered the above quotations for the budgetary estimate purpose and have not placed orders for them.
The actual cost of procurement and actual supplier/dealer may vary as per the best possible offer available with us.
2. All quotations received from the vendors mentioned above are valid as on the date of this Red Herring Prospectus.
However, we have not entered into any definitive agreements with any of these vendors and there can be no assurance
that the same vendors would be engaged to eventually render the services or at the same costs.
3. The construction service and quantity to be purchased are based on the present estimates of our management. The
Management shall have the flexibility to revise such estimates (including but not limited to change of vendor or any
modification/addition/deletion of supply or equipment) at the time of actual placement of the order. In such case, the
Management can utilize the surplus of proceeds, if any, arising at the time of actual placement of the order, to meet
the cost of such other service, equipment or utilities, as required. Furthermore, if any surplus from the proceeds
remains after meeting the total cost of construction service, equipment and utilities for the aforesaid purpose, the same
will be used for our general corporate purposes, subject to limit of 15% of the amount raised by our Company through
this Offer or Rs. 10 crores, whichever is less.
4. We are not acquiring any second-hand machinery.
5. The quotations relied upon by us in arriving at the above cost are valid for a specific period of time and may lapse after
the expiry of the said period. Consequent upon which, there could be a possible escalation in the cost of services
proposed to be acquired by us at the actual time of provision of service, resulting in increase in the estimated cost.
Further, cost will be escalated on account of freight expenses, installation charges, packaging & forwarding, custom
duty etc. Such cost escalation would be met out of our internal accruals.
Further, the new manufacturing unit proposed to be set up from the IPO proceeds shall be used for manufacture
of Glass Fiber Reinforced Polymers (GFRP), Fiber Reinforced Polymers (“FRP”) composite/constituency.
The details of overall installed capacity of GFRP/FRP Manufacturing facility shall be as follows:
Particulars Installed Capacity
Existing Manufacturing Unit FRP REBAR – 1320 Tons Per Annum
FRP GRATINGS- 57.93 Tons Per Annum
PULTRUSION- 507.23 Tons Per Annum
FRP PIPES- 93.29 Tons Per Annum
Proposed New additional Manufacturing Unit * FRP REBAR
- With Bend machine 225 MT Per Month
- With Mesh machine 48000 Sq. Mtr. Per month
* Additional units to be produced, the installed capacity of proposed new additional manufacturing unit is based on the Chartered
Engineer certificate issued by Ankit Gupta, Chartered Engineer dated January 06, 2025.
Proposed Schedule of Implementation
The proposed schedule of implementation for installation of Manufacturing facilities is as follows:
Particulars Estimated Month of
Completion
Placing of Order* September 2025
Delivery of Plant & Machinery November 2025
Erection/Installation of Machinery December’ 2025
Trial Runs January’ 2026
Commercial Production February, 2026
*Assuming we receive the IPO Proceeds in the month of August, 2025.
2) Purchase of New Office Space
We propose to expand our existing business by buying an office space located at Unit No. OU107 & OU108, both on the
9th floor having carpet area of unit admeasuring 69.03 Sq mtr and 68.47 Sq mtr more or less respectively corresponding
to super built up area of 104.05 Sq mtr and 103.77 Sq mtr more or less respectively along with two mechanical car parking
no. 23 & 24 on 4th floor at Primarc Chambers, 1839 Laskarhat Road, Kolkata 700 039, under construction. We have
executed a sale agreement dated October 07, 2024 with Primarc Projects Private Limited.
The Company is acquiring a new office which will be used as registered as well as corporate office of the company, which
will accommodate its admin, marketing and professionals’ staffs.
109Purchasing an office in a prime city locality can offer several strategic advantages for growing our business. Here are
some key reasons why we choose to make this investment:
• Connectivity: Presently our office is situated at the factory premises itself. The same is situated at Bishnupur, PO
Bawali, North 24 Pgs. Now we are in the process of setting up another factory at West Midnapore, Kharagpur. Both
the locations are far away from the city limits. Bishnupur is away from the city by 30 KM whereas Kharagpur is far
from the city by 140 KM. City office is necessary for the connectivity of all the stakeholders of the company for better
management and execution.
• Proximity to Clients: A central city office gives business easy access to a broader range of clients. Being in a high-
visibility area can increase foot traffic and spontaneous visits from potential clients or collaborators. Also we are
focusing on increase our exports and to communicate with overseas clients we do require a good office space in a
prestigious locality.
• Team Building: It is difficult to appoint qualified and skilled people for working on remote locations. The distance
for our factory does not suit the talented employees, making us compromise while employing new talent. We find it
difficult to convince employees to travel that much for attending office.
• Reliable Services: In a city setting, essential services (like high-speed internet, postal services, and utilities) are more
reliable and readily available. This supports smoother daily operations and ensures fewer disruptions.
• Transport Links: City areas usually offer better public transport connectivity, making it easier for both employees
and clients to access office. This can enhance productivity and make the business more convenient for everyone
involved.
Purchasing an office in a city locality can greatly enhance our ability to grow our business by providing access to a larger
market, improving brand visibility, and offering better infrastructure. It also helps attract top talent, fosters innovation
through networking, and supports future scalability. By investing in such an office space, our company can thrive in an
environment that maximizes opportunity, productivity, and growth.
Utilization towards purchase of New Office Space in the manner set out in the following table:
(Rs. In Lakhs)
Amount to be financed
Amount financed /
and deployed from Net
Sr. Total Estimated to be financed from
Particulars IPO Proceeds by the
No. Expenditure Internal Accruals/
Financial Year ended
Borrowings
March 31, 2026
Capital Expenditure towards Purchase 121.82 96.82 25.00
1
of New Office space
2 Repayment of Bridge Finance Facility* 240.00 19.36 220.64
Total A 361.82 116.18 245.64
Capital Expenditure towards Purchase 81.83 21.83 60.00
3 and installation of Furniture in the New
Office space
Total B 81.83 21.83 60.00
Total (A+B) 443.65 138.01 305.64
*For details of Bridge Finance facility, kindly refer chapter “Statement of Financial Indebtedness” on page 237 of this RHP.
Details of Cost of Purchase of New Office space:
(Rs. In Lakhs)
Particulars Amount
Cost of Office Space 170.20
Proportionate cost of common areas 87.05
Two mechanical car parking 18.00
Other Charges:
- Proportionate share of cost, charges & expenses of generator 6.60
- Proportionate installation of transformer & electricity connection 3.18
- Contribution for becoming member of association for both unit 0.50
- Legal / Documentation Charges 1.00
- HVAC Charges & TFA Systems 5.92
- Business Lounge Charges 3.26
GST 36.71
Interest free Sinking Fund 2.29
Registration Cost 27.11
Total 361.82
110The company is intended to utilise from the Net Proceeds to the extent of ₹ 25.00 Lakhs towards purchase of New Office
space and the balance amount of ₹ 336.82 Lakhs has been paid/payable through internal accruals and/or borrowings
through bridge Finance.
Further the company has estimated a cost of Rs. 81.83 Lakhs (excl. GST) on the basis of available quotations towards
furnishing and interior of the said office space.
Summary of works:
Nature of Work Supplier Quotation Validity Amount*
Date (₹ in Lakhs)
Civil & Interior A K Enterprises Pvt. Ltd. 18.12.2024 Upto 38.74
False Ceiling A K Enterprises Pvt. Ltd. 18.12.2024 September 3.53
Toilet A K Enterprises Pvt. Ltd. 18.12.2024 30, 2025 3.76
Furniture A K Enterprises Pvt. Ltd. 18.12.2024 21.17
Engineering Services A K Enterprises Pvt. Ltd. 18.12.2024 7.47
HVAC A K Enterprises Pvt. Ltd. 18.12.2024 4.17
Design Services A K Enterprises Pvt. Ltd. 18.12.2024 3.00
Total* 81.84
* Exclusive of GST @ 18%
The company is intended to utilise from the Net Proceeds to the extent of ₹ 60.00 Lakhs towards purchase and installation
of furniture and interiors.
The proposed schedule of implementation for New Office is as below: -
ParticularsP Particulars Estimated Month of Completion
Registration of Agreement for Sale September, 2025
Possession of property for Fit Outs September, 2025
Commencement of Furniture and Interior Work September, 2025
Completion of Furniture and Interior Work December, 2025
Shifting to the New Office December, 2025
*Assuming we receive the IPO Proceeds in the month of August, 2025.
3) Repayment/Pre-payment of Certain Debt Facilities
Our Company has entered into various financing arrangements with banks and financial institutions. The loan facilities
entered into by our Company include borrowings in the form of term loans and fund-based facilities. For further details,
including indicative terms and conditions of such loan facilities, see “Statement of Financial Indebtedness” beginning
on page 237 of this Red Herring Prospectus. As at March 31 ,2025 the amount outstanding under the loan facilities (part
of which are proposed to be repaid to the extent of ₹ 118.30 lakhs from the Objects of the Offer) availed by our Company
was ₹ 288.00 Lakh on a standalone basis. Our Company proposes to utilise an aggregate amount of ₹ 118.30 Lakh from
the Net Proceeds towards full / partial repayment or prepayment of certain borrowing availed by our Company from bank
/ financial institution. The selection and extent of loans proposed to be repaid from our Company’s borrowings mentioned
below will be based on various commercial considerations including, among others, the costs, expenses and charges
relating to the facility including interest rate of the relevant loan, the amount of the loan outstanding, the remaining tenure
of the loan, presence of onerous terms and conditions under the facility, levy of any prepayment charges, foreclosure
charges and the quantum thereof, provisions of any law, rules, regulations governing such borrowings, terms of
prepayment to lenders, if any and mix of credit facilities provided by lenders. Given the nature of these borrowings and
the terms of repayment, the aggregate outstanding amounts under these loans may vary from time to time and our
Company may, in accordance with the relevant repayment schedule, repay or refinance some of its existing borrowings
prior to Allotment. Accordingly, our Company may utilise the Net Proceeds for part prepayment of any such refinanced
loans or repayment of any additional loan facilities obtained by it. However, the aggregate amount to be utilised from the
Net Proceeds towards prepayment or repayment of loans (including refinanced or additional loans availed, if any), in part
or full, would not exceed ₹ 118.30 Lakh. The prepayment or repayment will help reduce our outstanding indebtedness
and debt servicing costs, assist us in maintaining a favourable debt to equity ratio and enable utilisation of our internal
accruals for further investment in business growth and expansion. In addition, we believe that the leverage capacity of
our Company will improve our ability to raise further resources in the future to fund potential business development
opportunities and plans to grow and expand our business in the future. The following table provides details of loans
availed by our Company as on March 31, 2025 and as on August 11, 2025 on a standalone basis, out of which all or any
of the facilities may be prepaid or repaid, in full or in part, from the Net Proceeds to the extent of an aggregate amount of
₹ 118.30 Lakh:
(₹ in Lakhs)
111Name of Date of Loan Sancti Disburs Rate Primary Repay Outstan Outstandin
Bank Sanction Type oned ement of Securities ment ding as g as on
Amt Date Inter Terms on August 11,
est March 2025 as per
(p.a.) (Mont 31, 2025 books of
hs) as per accounts
books of
accounts
Hero 30-04- Corporate 160.00 06-05- 13.00 Mortgage 72 27.92 13.22
Fincorp 2019 Term 2019 % against land
Limited Loan- held in name
working of Manish
capital Bajoria at
mouza-
samali, police
station-
Bishnupur,
J.L.No.23,
R.S. Khatian
Nos.2298,
R.S. and L.R.
Dag Nos.86
and 87,
District-
Parganas
South.
Kotak 31-05- Loan 128.00 01-06- 9.85% Mortgage 120 108.37 105.08
Mahindra 2022 against 2022 against
Bank Property property held
in name of
Company at-
Dag No 713,
721, 722, 723
under Mouza
Ramdevpur,
P.O Bawali,
Bishnupur,
South 24
Parganas and
personal
guarantee
given by
Manish
Bajoria
Total 136.29 118.30
As certified by M/s. Ankur Poddar & Associates, Chartered Accountants, pursuant to their certificate dated August 13,
2025 the above-mentioned loans have been deployed towards the purposes mentioned in the respective loan agreements.
In due course of business, due to various operational benefits, our Company may explore possibilities of other banks
participating in existing loans either in full or in part, including the loans mentioned above. Some of our financing
agreements provide for the levy of prepayment penalties. In the event that there are any prepayment penalties required to
be paid under the terms of the relevant financing agreements, such prepayment penalties shall be paid by our Company
out of its internal accruals.
4) To Meet Working Capital Requirements
We finance our working capital requirement from our internal accruals. Considering the existing and future growth and
the orders and service agreements in hand, the working capital needs of our Company, as assessed based on the internal
workings of our Company is expected to reach ₹ 2,669.47 Lakhs for FY 2025-26 and ₹ 4,115.66 Lakhs for FY 2026-27.
We intend to meet our working capital requirements to the extent of ₹ 1,634.61 Lakhs from the Net Proceeds of this Offer.
Basis of estimation of working capital
112The details of our Company’s composition of working capital as at March 31, 2023, March 31, 2024, March 31, 2025
and March 31, 2026 based on the Restated Summary Statements and working capital estimates. Further the source of
funding of the same are as set out in the table below:
(₹ in lakhs)
Particulars 31-Mar-23 31-Mar-24 31-Mar-25 31-Mar-26 31-Mar-27
Restated Restated Restated Estimated Projected
Current Assets
Trade Receivables 651.88 446.75 1,206.59 1,512.54 2,600.00
Inventories 430.52 558.62 770.60 1,459.21 1,684.69
Short term Loans & Advances 96.17 48.22 110.74 322.86 521.00
Other Current Assets 10.47 16.29 26.01 20.00 40.00
Total (I) 1,189.04 1,069.89 2,113.94 3,314.61 4,845.69
Current Liabilities
Trade Payables 331.58 477.31 544.39 549.10 604.01
Other Current Liabilities 231.50 61.76 54.60 50.00 55.00
Short Term Provisions 83.27 159.51 190.19 46.03 71.02
Total (II) 646.35 698.58 789.19 645.13 730.03
Net Working Capital (I)-(II) 542.69 371.31 1,324.75 2,669.47 4,115.66
Funding Pattern:
Cash and Cash Equivalents 4.65 81.95 76.39 104.65 213.15
Short term borrowings 245.83 121.48 286.79 - -
Part of the IPO Proceeds 2026 - - - 1,000.00* 1,000.00*
Part of the IPO Proceeds 2027 634.61*
From Internal Accrual 292.21 167 .88 961.57 1,564.82 2,267.91
*It is assumed that IPO Proceeds will be received in the month of August, 2025.
Assumptions for working capital requirement
Assumptions for working capital projections made by our Company
Glass Fiber Reinforced Polymer (GFRP) rebars are a type of composite material that is increasingly being used as a
reinforcement in concrete structures, as an alternative to traditional steel rebars. GFRP rebars offer several advantages,
including corrosion resistance, high strength-to-weight ratio, non-magnetic properties, and reduced maintenance costs.
These qualities make GFRP an attractive material for use in various applications, particularly in environments where steel
rebars would be subject to corrosion, such as marine structures, roads, bridges, and buildings. The demand for GFRP
rebars is strong in countries with aggressive infrastructure needs, coastal and marine projects, or extreme climates.
Regions such as the United States, Canada, the Middle East (UAE, Saudi Arabia, Qatar), and parts of Europe and Asia
(Japan, South Korea, China) are leading the way. As sustainability and long-term durability become even more critical in
construction practices, the adoption of GFRP rebars is expected to expand across many more markets worldwide.
The global market for GFRP rebars is growing rapidly due to the increased demand for durable, corrosion-resistant
construction materials in infrastructure projects, marine structures, and areas with harsh environments. As the material
continues to prove its long-term cost-effectiveness and sustainability, the demand is expected to continue growing. Further
In India, GFRP rebars are gaining traction as the construction industry seeks more durable, long-lasting, and corrosion-
resistant materials. The growing emphasis on sustainability and infrastructure development offers an encouraging outlook
for GFRP adoption, though cost and awareness barriers remain challenges to its wider use.
Our primary objective is to expand our production capacity to enhance our market presence and capture its market demand
and future growth opportunities. With our focus on quality, sustainability, and customer satisfaction, we are committed
to delivering products of relevant quality that meet our industry standards, ensuring customer satisfaction and trust.
Presently more than 85% of our sales is derived from the Domestic markets majorly from the state of West Bengal, Tamil
Nadu, Maharashtra, Madhya Pradesh, Gujarat, Delhi, Bihar, Andhra Pradesh and Our export sale is around 15%. We
gradually intend to expand our business operations to other states of the country and into global markets also to sell
products to end consumers, we intend to use modern trade channels and general trade channels. Through further
diversification of our operations geographically, we hope to hedge against risks of operations in only specific areas and
protection from fluctuations resulting from business concentration in limited geographical areas. Appointment of various
agents will enables us to reach our customers faster. We seek to develop quality products and on-time delivery to cater to
the evolving requirements of a large customer base and cover newer customer segments. We believe that we continuously
seek new ways to improve our products and processes staying ahead of market trends and customer demands. Such
streamlined supply chain operations provide a significant competitive advantage in our industry, where timeliness and
113efficiency are crucial factors. A streamlined supply chain enables the company to adjust its operations promptly, ensuring
it meets evolving customer needs. By consistently delivering quality products and maintaining customer satisfaction, our
Company fosters long-term success.
We have estimated that the company will be able to place order for Plant & Machinery and factory shed as mentioned in
object after making required advance money and subsequently we will be able to make commercial production from
October ‘2025 onwards and we will be requiring working capital to meet working capital gap raised due to expansion of
manufacturing facility in the F.Y. 2025-26 and till then unutilized fund will be deposited with scheduled commercial
banks.
Rationale for Increase in Working Capital Requirements
Our company engaged in the manufacturing of Glass Fiber Reinforced Polymer (GFRP) and Fiber Reinforced Polymer
(FRP) products including GFRP rebars. The nature of our business involves procuring raw materials from various
suppliers and process our products with utmost care. For further details of our business model and product portfolio,
please refer the section titled “Our Business” on page 142 of this Red Herring Prospectus. Our need for incremental
working capital is briefly explained below:
Expanding Geographical Presence:
We plan to continue our strategy of diversifying and expanding our presence in other states in India as well as globally
for the growth of our business. Through further diversification of our operations geographically, we hope to hedge against
risks of operations in only specific areas and protection from fluctuations resulting from business concentration in limited
geographical areas.
Revenue Growth:
Our company has estimated its revenue growth for sales based on historical performance, existing order book, market
trends and expected demand for GFRP products. Estimation of sales volume has been made by incorporating different
existing and prospective customer segments like Government contracts, private construction companies, infrastructure
projects, export markets. Further assumed average price per unit of GFRP products are influenced by factors like
competition, market conditions, and raw material costs (fiberglass, resin, etc.), carrying cost.
Inventory Assumptions:
GFRP rebars require raw materials like fiberglass, resin, and other polymers. The company is planning to import its raw
materials atleast to the extent of 50% of its raw material which generally takes 60-75 days to deliver. Additionally,
inventory holding has been assumed considering procurement cycle, order quantities, factoring in lead times, demand
forecasts, production capabilities and assuming buffer stock to mitigate any supply chain disruptions, especially
considering the critical nature of construction and infrastructure projects.
Accounts Receivable Assumptions:
The company has assumed 90 days average credit period granted to customers, which is based on customer payment
behaviour and payment terms, also assumptions are made regarding the likelihood of non-payment, particularly from
customers with weak credit histories or long payment cycles to set aside for doubtful accounts.
Accounts Payable Assumptions:
The company has assumed 30 days average credit period offered by suppliers to take competitive advantage from
suppliers that could impact cash outflows.
Production and Manufacturing Assumptions:
On the basis of historical data, market trend and future prediction the company has assumed about the time required to
manufacture GFRP rebars, including procurement of raw materials, production schedules, and labour availability,
expected utilization of production capacity, as demand is expected to increase, the company may need to scale up
operations, impacting working capital for raw materials, labour, and overhead costs.
Composite Supply Chain:
We procure raw materials and ingredients, in addition to bearing operational expenses related to manufacturing and
distribution. A larger working capital is needed to cover expenses until the final sale and payment since the entire
realization of income is frequently dependent on the sale of finished goods.
114Quality Assurance and Compliance:
Ensuring regulatory compliance and quality standards is crucial for manufacturing companies. This dedication to quality
can result in higher testing, certification, and safety standard compliance expenses, which would raise the need for
working capital.
In summary, our business model's intricacy, along with the demands of expanding market share and upholding strict
quality standards, make a larger working capital investment necessary for the fiscal 2026. With this additional funding,
we will be able to take advantage of the market's current growth potential, maintain effective operations, acquire raw
materials on schedule, and maintain the standards and quality that our partners and customers have come to expect.
Assumptions for working capital requirement
(In days)
Holding Holding Holding Holding Holding
Basis of Level as Level as Level as Level as Level as
Particulars
Calculation on March on March on March on March on March
31, 2023 31, 2024 31, 2025 31, 2026 31, 2027
Current Assets
Cost of Goods
Inventories 88 123 153 129 109
Sold
Trade Receivables 66 70 92 81 84
Short Term Loans & Revenue from
15 6 12 19 21
Advances Operations
Other Current Assets 2 2 3 1 2
Current Liabilities
Trade Payables Purchase 83 103 116 58 42
Cost of Goods
Other Current Liabilities 54 15 13 6 4
Sold
Cost of Goods
Short-term Provisions 19 40 44 7 5
Sold
Justification for Holding Period Levels
Particulars Detail
Inventory levels are maintained by our Company depending upon the demand and delivery schedules.
Inventory level for the F.Y. 2022-23 was 88 days due to a big order delivered towards end of the
financial year. Further inventory holding period increase to 123 days in F.Y. 2023-24 reason being
strategic decision driven by factors like meet anticipated future demand, reduce the risk of stockouts,
take advantage of bulk purchasing discounts, etc. Our inventory holding period for the year ended
Inventories March 31, 2025 is 153 days which is marginally higher as compared to inventory turnover days for
March 31, 2024 which is 123 days. This is due to strategic planning, risk management, and operational
efficiency of the company to inventory management, ensuring that the organization can meet customer
demands while optimizing costs and minimizing risks. We have assumed to maintain inventory holding
period of 129 days in the FY 2025-26 and 109 days in FY 2026-27 as new production facility would
commence from December 2025.
Our Company’s general credit terms vary across export sales and domestic sales. Over the past three
FY, the company maintained approximately same level of Trade receivables holding period of 66 days
and 70 days in FY 2022-23 and 2023-24 respectively as the company follows clear credit policies and
collection procedure that are working well. Further, holding period was maintained at 92 days in FY
Trade
2024-25 inline with increase in Revenue growth, we anticipate maintaining our holding period of 81
Receivables
days in FY 2025-26 and 84 days in FY 2026-27 to manage strategic decision influenced by market
conditions, customer relationships, and broader financial goals and to balancing the potential risks with
the benefits of improved customer satisfaction and sales growth, the organization can position itself
for long-term success while managing cash flow effectively.
Short term Loan and Advance majorly includes advance to suppliers, short term deposits etc. Our Short
Term Loans & Advances turnover days for the FY 2022-23 and 2023-24 was 15 days and 06 days
Short Term respectively mainly due to decrease in deposits and efficient working capital management of the
Loan & company. The company has holding period of 12 days in FY 2024-25 and it is anticipated to be 19
advances days in FY 2025-26 and 21 days in FY 2026-27 as per estimated requirements for advance payment to
suppliers to get competitive advantage as company is looking for imports for procurement of raw
material which generally takes two months period to deliver.
115Other current assets include advances to employees, balance with Government Authorities for Income
tax net off Provision for Tax, duty draw back receivables and other balances with revenue authorities.
Other Our Other current assets holding period for the FY 2022-23 and 2023-24 were 2 days. There has been
Current decrease over the years in the holding period due to better asset utilization, more efficient financial
Assets management, and improved cash flow. The company maintained 3 days in FY 2024-25 and further
anticipate to maintain Other current assets holding days of 1 day for FY 2025-26 and 2 days for FY
2026-27 as per requirements and as projected by the company.
Trade Payables holding period is 83 days and 103 days for the FY 2022-23 and 2023-24 respectively.
For the FY 2023-24 while there was increase in holding period from 83 to 103 days due to optimization
of cash flows, negotiation with supplier for better terms. For FY 2024-25, the holding period are
Trade increased 116 days with efficient cash flow and supplier management with better payment terms to
Payables suppliers, as company. The company is planning to increase imports in FY 2025-26 which are generally
procured in advance, hence credit purchase is not intended on imports, making the overall creditors
balance fall in the FY 2025-26 as a result the holding period is estimated to reduce to 58 days and
further reduce to 42 days in FY 2026-27.
Other Current Liabilities mainly includes Advance from customers, Expenses payables and statutory
dues. Other current liability holding days for the FY 2022-23 and 2023-24 are 54 days and 15 days
respectively. The holding level for FY 2023-24 was decreased due to improved liquidity, faster
Other settlement of short-term obligations, and effective cash flow or working capital management. It reflects
Current a company’s commitment to maintaining financial health, minimizing costs, and reducing financial
Liabilities risks. The holding period was maintained to same level being 13 days in FY 2024-25. Further the same
is expected to reduce to 6 days in 2025-26 and 4 days in FY 2026-27. We have assumed lower holding
level of Other current liability by paying off the liabilities to maintain effective working capital
management.
Short term provisions comprise of Provisions for Current year’s net Income Tax Payable and Provision
for Current liability of Gratuity. Short term provision holding period was 19 days and 40 days in FY
Short-term 2022-23 and 2023-24 respectively. This year-on-year increase was due to increase in Net Current tax
Provisions liabilities on account of increase in Revenue and Profitability. Further it is decreased to 13 days in FY
2024-25 due to higher profitability and is estimated to be 7 days for FY 2025-26 and 5 days in FY
2026-27 as the company is estimating to pay advance tax.
Pursuant to the certificate dated August 06, 2025, M/s. Jay Gupta & Associates, Chartered Accountants, have verified the
working capital requirements for the period ended on March 31, 2025, March 31, 2024 and March 31, 2023 from the
Restated Financial Information and working capital estimates for the financial year 2026 and projections for the financial
year 2027 as approved by the Board pursuant to its resolution dated August 07, 2025.
5) General Corporate Purposes
The Net Proceeds will be first utilized towards the Objects as mentioned above. The balance Net Fresh Offer proceeds to
the tune of ₹ [●] Lakhs is proposed to be utilized for general corporate purposes, subject to such utilization not exceeding
15% of the Gross Offer Proceeds or ₹ 10 crores, whichever is less., in compliance with the SEBI (ICDR) Regulations, 2018.
Our Company intends to deploy the balance Net Proceeds, if any, for general corporate purposes, subject to above
mentioned limit, as may be approved by our management, including but not restricted to, the following:
(i) Strategic initiatives
(ii) Brand building and strengthening of marketing activities; and
(iii) On-going general corporate exigencies or any other purposes as approved by the Board subject to compliance
with the necessary regulatory provisions.
The quantum of utilization of funds towards each of the above purposes will be determined by our Board of Directors
based on the permissible amount actually available under the head “General Corporate Purposes” and the business
requirements of our Company, from time to time. We, in accordance with the policies of our Board, will have flexibility
in utilizing the Net Proceeds for general corporate purposes, as mentioned above.
Proposed Year wise Deployment of Funds / Schedule of Implementation
The entire Net Fresh Offer proceeds are proposed to be deployed in the Financial Year 2025-26.
Public Issue Expense
116The estimated Offer related expenses include Offer Management Fee, Marketing Fee, Underwriting and Selling
Commissions, Printing and Distribution Expenses, Legal Fee, Advertisement Expenses, Registrar’s Fees, Depository Fee
and Listing Fee. The total expenses for this Offer are estimated to be approximately ₹ [●] Lakhs. All the Offer related
expenses shall be met out of the proceeds of the Offer and the break-up of the same is as follows:
Particulars Expenses % of Total % of Total
(₹ In Lakh)* Offer Expenses Offer size
Fees payable to BRLM and commission (including [●] [●] [●]
selling commission, brokerage and underwriting
commission)^
Commission/processing fee for SCSBs, Sponsor [●] [●] [●]
Bank and Bankers to the Offer and
bidding/uploading charges for Members of the
Syndicate, Registered Brokers, RTAs and CDPs
Fees payable to Registrar to Issue [●] [●] [●]
Market Making Fees [●] [●] [●]
Others [●] [●] [●]
Fees payable to Regulators including Stock [●] [●] [●]
Exchange and other Intermediaries
Printing & Distribution Expenses [●] [●] [●]
Marketing & Selling Expenses [●] [●] [●]
Fees to Legal Counsel [●] [●] [●]
Miscellaneous (including fees payable to auditors, [●] [●] [●]
consultants, market research firms and other
professional agencies)
Total [●] [●] [●]
*Amounts will be finalised and incorporated in the Prospectus on determination of Offer Price
^The details of the fees and commissions payable to Designated Intermediaries will be updated at the time of filing of Prospectus with
RoC
Selling commission payable to Registered broker, SCSBs, RTAs, CDPs on the portion directly procured from Individual
Applicants and Non-Institutional Applicants, would be 0.05 % on the Allotment Amount.
The commission and processing fees shall be released only after the SCSBs provide a written confirmation to the Book
Running Lead Manager not later than 30 days from the finalization of Basis of Allotment by Registrar to the Offer in
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 and SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Subject to applicable law, other than the listing fees, all costs, fees and expenses with respect to the Offer will be shared
amongst our Company and the Selling Shareholder, on a pro-rata basis, in proportion to the number of Equity Shares,
allotted by our Company in the Fresh Offer and sold by the Selling Shareholder in the Offer for Sale, upon the successful
completion of the Offer. Upon commencement of listing and trading of the Equity Shares on the Stock Exchange pursuant
to the Offer, the Selling Shareholder shall reimburse the Company for any expenses in relation to the Offer paid by our
Company on behalf of the Selling Shareholder. However, in the event that the Offer is withdrawn or not completed for
any reason whatsoever, all Offer related expenses will be borne by our Company. The Offer expenses shall be payable in
accordance with the arrangements or agreements entered into by our Company with the respective Designated
Intermediary.
Funds Deployed and Sources of Funds Deployed
Our Peer Review Auditor, M/s. Jay Gupta & Associates, Chartered Accountants, vide their certificate dated August 06,
2025 have also confirmed that the amount ₹ 35.46 Lakhs have been deployed so far towards the Object of the Offer and
the same have been financed through internal sources.
Sl. No. Particulars Amount deployed (₹ in Lakhs)
Issue Expenses
1. Paid to BRLM 30.00
2. Paid to legal Counsel 1.25
3. Paid to Registrar 0.26
1174. Paid to Exchange 0.25
5. Paid to Auditor 2.50
6. Paid to PCS and other professionals 1.20
Total 35.46
Sources of Financing for the Funds Deployed
Our Peer Review Auditor, M/s. Jay Gupta & Associates, Chartered Accountants, vide their certificate dated August 06,
2025 have also confirmed the amount deployed so far towards part of the Offer expenses has been financed through
internal sources.
Sl. No. Particulars Amount deployed (₹ in Lakhs)
1. Issue Expenses (financed through internal accruals) 35.46
Total 35.46
Appraisal by Appraising Fund
None of the Objects have been appraised by any bank or financial institution or any other independent third-party
organization. The funding requirements of our Company and the deployment of the proceeds of the Offer are currently
based on management estimates. The funding requirements of our Company are dependent on a number of factors which
may not be in the control of our management, including variations in interest rate structures, changes in our financial
condition and current commercial conditions and are subject to change in light of changes in external circumstances or in
our financial condition, business or strategy.
Shortfall of Funds
Any shortfall in meeting the fund requirements will be met by way of internal accruals and /or unsecured Loans.
Bridge Financing Facilities
As on the date of this Red Herring Prospectus, our Company has raised a bridge finance facility from Kotak Mahindra
Bank Limited, which is required to be repaid from the Net Proceeds. The Company has entered into an agreement for sale
dated October 07, 2024 with Primarc Projects Private Limited for buying office space which is currently under
construction at 1839 Laskarhat Road, Kolkata 700 039, West Bengal for which the bridge finance has been availed for
Rs. 240.00 lakhs and shall be repaid from the Net Proceeds.
Monitoring Utilization of Funds
As the size of the Fresh Issue does not exceed ₹5,000 Lakhs, in terms of Regulation 262 of the SEBI (ICDR) Regulations,
2018, our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our Board and Audit
committee shall monitor the utilization of the net proceeds of the Offer.
Our Company will disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the
relevant details, for all such amounts that have not been utilized. Our Company will indicate investments, if any, of
unutilized Net Proceeds in the balance sheet of our Company for the relevant financial years subsequent to the completion
of the Offer.
Pursuant to Regulation 32 of the SEBI (LODR) Regulation, 2015, our Company shall on a half-yearly basis disclose to
the Audit Committee the uses and application of the Net Proceeds. Until such time as any part of the Net Proceeds remains
unutilized, our Company will disclose the utilization of the Net Proceeds under separate heads in our Company’s balance
sheet(s) clearly specifying the amount of and purpose for which Net Proceeds have been utilized so far, and details of
amounts out of the Net Proceeds that have not been utilized so far, also indicating interim investments, if any, of such
unutilized Net Proceeds. In the event that our Company is unable to utilize the entire amount that we have currently
estimated for use out of the Net Proceeds in a Fiscal Year, we will utilize such unutilized amount in the next financial
year. Further, in accordance with Regulation 32(1)(a) of the SEBI (LODR) Regulation, 2015 our Company shall furnish
to the Stock Exchanges on a half yearly basis, a statement indicating material deviations, if any, in the utilization of the
Net Proceeds for the objects stated in this Red Herring Prospectus.
Interim Use of Proceeds
The Net Proceeds shall be retained in the Public Issue Account until receipt of the listing and trading approvals from the
Stock Exchange by our Company. Pending utilization of the Net Proceeds for the purposes described above, our Company
118undertakes to deposit the Net Proceeds only in one or more scheduled commercial banks included in the Second Schedule
of the Reserve Bank of India Act, 1934, as amended, as may be approved by our Board.
In accordance with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net Proceeds
for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and applicable rules, and the SEBI ICDR
Regulations, our Company shall not vary the Objects without our Company being authorized to do so by the Shareholders
by way of a special resolution. In addition, the notice issued to the Shareholders in relation to the passing of such special
resolution (the “Notice”) shall specify the prescribed details as required under the Companies Act, 2013. The Notice shall
simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction
where our Registered Office is situated. Our Promoters 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, 2013 and in
accordance with such terms and conditions, including in respect of proving of the Equity Shares, in accordance with the
Companies Act, 2013 and the SEBI ICDR Regulations.
Other Confirmations
No part of the Net Proceeds of the Offer will be paid by our company to our Promoters, members of our Promoter Group,
our Directors, Key Managerial Personnel or Senior Management Personnel except the part of Offer for Sale attributable
towards Selling Shareholders.
Our Company has not entered into and is not planning to enter into any arrangement / agreements with any of our
Directors, Key Managerial Personnel or Senior Management Personnel in relation to the utilisation of the Net Proceeds.
Further, there are no material existing or anticipated interest of such individuals and entities in the objects of the Offer
except as set out above.
119BASIS OF OFFER PRICE
Investors should read the following summary with the chapter titled “Risk Factors”, the details about our Company
under the chapter titled “Our Business” and its financial statements under the chapter titled “Financial Statements
as Restated” beginning on pages 36, 142 and 222 respectively of the Red Herring Prospectus. The trading price of the
Equity Shares of Our Company could decline due to these risks and the investor may lose all or part of his investment.
The Offer Price has been determined by the Company in consultation with the Lead Manager on the basis of the key
business strengths of our Company. The face value of the Equity Shares is ₹10.00 each and the Offer Price is ₹ [●] which
is [●] times of the face value.
Qualitative Factors
Some of the qualitative factors, which form the basis for the Offer Price, are:
1. Raw Material Risk
2. Customer Dependency
3. Manufacturing Capacity
4. Regulatory Risks
5. International Operations Risks
6. Manufacturing and Labor Risks
7. Leadership Dependence
8. Competitive Risks
9. Litigation risks
For further details, see “Risk Factors” and “Our Business” beginning on pages 36 and 142, respectively.
Quantitative Factors
The information presented in this chapter is derived from the Restated Financial Statements of the Company for financial
year ended March 31, 2025, March 31, 2024, and March 31, 2023 prepared in accordance with Indian GAAP and the
Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018 and the Revised Guidance Note on
Reports in Company Prospectuses (Revised 2019) Issued by the ICAI, together with the schedules, notes and annexure
thereto. For further information, see “Financial Information” beginning on page 222 of this Red Herring Prospectus.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
Basic Earnings and Diluted Earnings per Equity Share (EPS) as per Accounting Standard 20
As per Restated Financial Statements (Pre Bonus)
Period Basic EPS (in ₹) Weight
March 31, 2023 15.40 1
March 31, 2024 35.63 2
March 31, 2025 12.15 3
Weighted Average 20.52
As per Restated Financial Statements (Post Bonus)*
Period Basic EPS (in ₹) Weight
March 31, 2023 3.85 1
March 31, 2024 8.91 2
March 31, 2025 12.15 3
Weighted Average 9.68
* Notes:
1) Basic and diluted earnings/ (loss) per equity share: Basic and diluted earnings per equity share are computed in accordance with
Accounting Standard 20 – “Earnings per Share” issued by the Institute of Chartered Accountants of India.
2) The ratios have been computed as below:
i) Basic EPS is calculated as Profit/(loss) for the year/period attributable to owners of parent divided by the adjusted weighted
average number basic equity shares outstanding during the year/period.
ii) Diluted EPS is calculated as Profit/(loss) for the year/period attributable to owners of parent divided by the adjusted
weighted average number of adjusted diluted equity shares outstanding during the year/period.
1203) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year/period adjusted
by the number of equity shares issued during the year/period multiplied by the time weighting factor. The time weighting factor
is the number of days for which the specific shares are outstanding as a proportion of total number of days during the year/period.
4) Weighted average is aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. {(EPS x Weight) for each year}
/ {Total of weights}.
For further details, see “Other Financial Information” on page 222 of this Red Herring Prospectus.
Price/Earning (“P/E”) Ratio in relation to the Offer Price of ₹ [●] per Equity Share:
Particulars P/E at Floor P/E at Cap
Price of ₹ 119.00 Price of ₹ 125.00
(no. of times) (no. of times)
Based on Restated Financial Statements
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2024-25 9.80 10.29
P/E ratio based on the Weighted Average Basic & Diluted EPS, as restated 12.29 12.91
Note: The P/E ratio has been computed by dividing Issue Price with EPS
Return on Net Worth as per Restated Financial Statements
Period RONW (%) Weight
March 31, 2023 52.45 1
March 31, 2024 64.93 2
March 31, 2025 45.47 3
Weighted Average 53.12
Note: The RONW has been computed by dividing net profit after tax (as restated), by Net worth (as restated) as at the
end of the year.
As per Restated Financial Statement
Minimum return on Post Offer Net Worth to maintain the Pre-Offer EPS (Post Bonus) for the period ended on March 31,
2025 is [●]%.
Net Asset Value (NAV)- Pre-Bonus per Equity Share as per Restated Financial Statements
Sl. Particulars On the basis of Restated
No. Financial Statements (₹)
a) As on March 31, 2023 37.06
b) As on March 31, 2024 72.69
c) As on March 31, 2025 34.78
Net Asset Value (NAV)- Post Bonus per Equity Share as per Restated Financial Statements
Sl. Particulars On the basis of Restated
No. Financial Statements (₹)
a) As on March 31, 2023 9.27
b) As on March 31, 2024 18.17
c) As on March 31, 2025 34.78
d) Net Asset Value per Equity Share after the Offer at Offer Price [●]
e) Offer Price* [●]
* Offer price per Equity Share will be determined on conclusion of the Book Building Process.
Notes:
1. NAV has been calculated as Net worth divided by number of Equity Shares at the end of the year.
2. Net asset value per equity share = net worth attributable to the owners of the parent as at the end of the year/period divided by
adjusted number of equity shares outstanding as at the end of year/period.
3. Net worth as defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations 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 audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation
For further details, see “Other Financial Information” on page 222 of this Red Herring Prospectus.
121Comparison with Listed Industry Peer:
Revenue from
EPS RONW NAV Face
Particulars CMP* PE Ratio Operations
(₹) (%) (₹) Value (₹)
(₹ in Lakh)
ARC Insulation and
[●] 12.15 [●] 45.47 34.78 10.00 3,271.64
Insulators Limited
Peer Group **
Aeron Composite Limited 108.00 8.84 12.22 13.21 NA 10.00 21,530.71
* CMP for our Company is considered as Issue Price
** Source: www.nseindia.com.
Notes:
1. The figures of ARC Insulation and Insulators Limited are based on financial statements as restated as on March 31, 2025.
2. Considering the nature and size of business of the Company, the peers are not strictly comparable. However, the same have
been included for broad comparison.
3. Current Market Price (CMP) is the closing price of peer group scripts as on August 05, 2025.
4. The figures for the peer group are based on the standalone audited financials for the year ended March 31, 2025.
The face value of our share is ₹10.00 per share and the Offer Price is of ₹ [●] per share are [●] times of the face value.
Key Performance Indicators
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 our company in comparison to our peers.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated August 06, 2025, and the
members of the Audit Committee have verified the details of all KPIs pertaining to our Company. Further, the members
of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to
any investors at any point of time during the three-year period prior to the date of filing of this Red Herring Prospectus.
Further, the KPIs herein have been certified by Jay Gupta & Associates, Chartered Accountants, by their certificate dated
August 06, 2025.
The KPIs of our Company have been disclosed in the sections titled “Our Business” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” on pages 142 and 223
respectively.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least
once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date
of listing of the Equity Shares on the Stock Exchange or till the complete utilization of the proceeds of the Offer as per
the disclosure made in the Objects of the Offer Section, whichever is later or for such other duration as may be required
under the SEBI ICDR Regulations.
Key Performance Indicators of Our Company
A. Key Financial Performance Indicators:
(₹ in Lakhs)
For Financial Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operations (1) 3,271.64 2,845.47 2,398.25
EBITDA(2) 1,250.30 905.23 428.93
EBITDA Margin %(3) 38.22 31.81 17.89
PAT 856.58 610.40 263.81
PAT Margin %(4) 26.18 21.45 11.00
Net worth(5) 2,522.18 1,245.28 634.88
RoE %(6) 45.47 64.93 52.45
RoCE% (7) 49.84 60.96 36.67
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs - Other Income.
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
(4) ‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
122(5) Net worth as defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations 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 audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation
(6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
(7) Return on Capital Employed is calculated as EBIT divided by Average capital employed, which is defined as shareholders’
equity plus total debt. Here, EBIT is calculated as Profit before tax + Finance Costs – Other Income.
B. Key Operational Performance Indicators
For financia l year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Revenue from Operations excluding Other 3,254.46 2,825.75 2,398.25
Operating Revenue (₹ in Lakhs)
Total Actual Production (Tons) 1609.16 1342.87 1216.85
Average Revenue Per Ton (₹ in Lakhs) (1) 2.02 2.10 1.97
Total No of Customers 89 83 77
Average Revenue Per Customer (₹ in Lakhs) (2) 36.56 34.05 31.15
Notes:
(1) Average Revenue per Ton: Total revenue from operations divided by total actual production (tons).
(2) Average Revenue Per Customer: Total revenue from operations divided by total number of customers.
Explanations for KPI Metrics
KPI Explanation
Revenue from Operation Revenue from Operations is used by our management to track the revenue profile of the
business and in turn helps to assess the overall financial performance of our Company
and volume of our business in key verticals
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
PAT Profit after tax provides information regarding the overall profitability of the business
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of
our business.
Net Worth Net worth is used by the management to ascertain the total value created by the entity
and provides a snapshot of current financial position of the entity.
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.
Total Revenue from Total Revenue form operation is the revenue from domestic and export sale of
Operations GFRP/FRP Rebars, GFRP/FRP Grating, GFRP/FRP Pultrusion and GFRP/FRP Pipe.
Total Actual Production
It reflects total quantity of units produced during the specific period.
(Tons)
Average Revenue Per It reflects revenue earned per ton of units produced during the specific period, which is
Tons derived as Total revenue from operations divided by total actual production (tons).
It reflects total number of customers who have purchased the products from the
Total No of Customers
company during specified period.
Average Revenue Per It reflects revenue earned per customer during the specific period, which is derived as
Customer Total revenue from operations divided by total number of customers.
Set forth below are the details of comparison of key performance of indicators with our listed industry peers:
(₹ in Lakhs)
ARC Insulation & Insulators Limited Aeron Composite Limited
For financial year ended
Particulars
March 31, March 31, March 31, March 31, March 31, March 31,
2025 2024 2023 2025 2024 2023
Revenue from operations (1) 3,271.64 2,845.47 2,398.25 21,530.71 19,972.98 17,938.42
EBITDA(2) 1,250.30 905.23 428.93 1,830.10 1,802.58 1,278.69
EBITDA Margin %(3) 38.22 31.81 17.89 8.50 9.03 7.13
123PAT 856.58 610.40 263.81 1334.33 1,010.80 661.00
PAT Margin %(4) 26.18 21.45 11.00 6.20 5.06 3.68
Net worth(5) 2,522.18 1,245.28 634.88 10,098.45 3,549.90 2,539.10
RoE %(6) 45.47 64.93 52.45 13.21 28.47 26.03
RoCE% (7) 49.84 60.96 36.67 10.31 36.45 33.06
Weighted Average Cost of Acquisition
(a) The price per share of our Company is based on the primary issuance of equity shares.
There has been no issuance of Equity Shares, other than Equity Shares issued pursuant to a bonus issue and private
placement (preferential allotment) allotted on September 18, 2024 and September 30, 2024 respectively during the 18
months preceding the date of this Red Herring Prospectus, where such issuance is equal to or more than 5% of the fully
diluted paid-up share capital of the Company (calculated based on the pre-offer capital before such transaction(s) and
excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined
together over a span of 30 days.
(b) The price per share of our Company based on the secondary transaction of equity shares
There have been no secondary sale/acquisitions of Equity Shares, where the promoters, members of the promoter group
or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to the
transaction (excluding gifts), during the 18 months preceding the date of this certificate, where either acquisition or sale
is equal to or more than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-offer
capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days.
(c) Price per share based on the last five primary or secondary transactions.
Since there are no transactions to report to under (a) & (b) therefore, information based on last 5 primary or secondary
transactions (secondary transactions where Promoter/ Promoter Group entities or Selling shareholder or shareholder(s)
having the right to nominate director(s) in the Board of our Company, are a party to the transaction) not older than 3
(three) years prior to the date of this Red Herring Prospectus irrespective of the size of transactions is as follow:
Date of Allotment No. of Face Price per Nature of allotment Nature of Total
equity value equity consideration Consideration
shares (₹) shares (in ₹ lakhs) (₹ In Lakhs)
September 18, 2024 51,39,060 10 - Bonus Bonus -
September 30, 2024 4,00,300 10 105.00 Preferential allotment Cash 420.32
Weighted average cost of acquisition 7.59
(d) Weighted average cost of acquisition, floor price and cap price:
Types of transactions Weighted average cost Floor price Cap price
of acquisition (₹ per (i.e. ₹ 119.00) (i.e. ₹ 125.00)
Equity Shares)
Weighted average cost of acquisition of primary issuance NIL NA NA
as per paragraph (a) above
Weighted average cost of acquisition for secondary NIL NA NA
transaction as per paragraph (b) above
Weighted average cost of acquisition for last five primary 7.59 0.06 times 0.06 times
or secondary transaction as per paragraph (c) above^
Note:
^There were no primary / new issue of equity shares other than Equity Shares issued pursuant to shares allotted in respect to Bonus
issue and Private Placement (Preferential allotment) made on September 18, 2024 and September 30, 2024, in last 18 months and
three years prior to the date of this Red Herring Prospectus.
The Company in consultation with the Lead Manager believes that the Offer Price of ₹ [●] per share for the Public Issue
is justified in view of the above parameters. Investor should read the above-mentioned information along with the chapter
titled “Risk Factors” beginning on page 36 of this Red Herring Prospectus and the financials of our Company including
important profitability and return ratios, as set out in the chapter titled “Financial Statements as Restated” beginning on
page 222 of this Red Herring Prospectus.
.
124STATEMENT OF POSSIBLE TAX BENEFITS
To
The Board of Directors
ARC INSULATION AND INSULATORS LIMITED
Village - Ramdevpur, PO-Bawali Bishnupur2, Parganas South,
Bishnupur, West Bengal, India, 743384.
Dear Sir,
Sub: Statement of Possible Special Tax Benefits (“the Statement”) available to ARC INSULATION AND
INSULATORS LIMITED (“the Company”) and its shareholders prepared in accordance with the requirements in
Point No. 9 (L) of Part A of Schedule VI of the Securities Exchange Board of India (Issue of Capital Disclosure
Requirements) Regulations 2018, as amended (“the Regulations”)
We hereby report that this certificate along with the annexure (hereinafter referred to as “The Statement”) states the
possible special tax benefits available to the Company and the shareholders of the Company under the Income Tax Act,
1961 (‘IT Act‘) (read with Income Tax Rules, Circulars and Notifications) as amended by the Finance Act, 2025 (i.e.
applicable to F.Y. 2024-25 relevant to A.Y. 2025-26) (hereinafter referred to as the “IT Regulations”) and under the
Goods And Service Tax Act, 2017 (read with Goods And Service Tax[GST] Rules, Circulars and Notifications), presently
in force in India. The Statement has been prepared by the management of the Company in connection with the proposed
Public Issue, which we have initialed for identification purposes only.
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the
said relevant provisions of the tax laws and regulations applicable to the Company. Hence, the ability of the Company or
its shareholders to derive the special tax benefits, if any, is dependent upon fulfilling such conditions, which based on
business imperatives, which the Company may or may not choose to fulfill or face in the future.
The benefits discussed in the enclosed annexure cover only special tax benefits available to the Company and its
shareholders and do not cover any general tax benefits available to the Company or its shareholders. Further, the
Preparation of enclosed statement and the contents stated therein is not exhaustive and is the responsibility of the
Company’s management. This statement is only intended to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. A shareholder is advised to consult his/ her/ its own
tax consultant with respect to the tax implications arising out of his/her/its participation in the proposed issue, particularly
in view of ever-changing tax laws in India. Further, we give no assurance that the income tax authorities/ other indirect
tax authorities/courts will concur with our views expressed herein.
We do not express any opinion or provide any assurance as to whether:
• the Company or its shareholders will continue to obtain these benefits in future; or
• the conditions prescribed for availing the benefits have been/would be met.
The contents of this annexure are based on information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company and the provisions of the
tax laws.
The information provided below sets out the Possible Special Direct Tax & Indirect Tax benefits available to the
Company, and its Shareholders in a summary manner only and is not a complete analysis or listing of all potential tax
consequences of the subscription, ownership and disposal of Equity Shares, under the current tax laws presently in force
in India. Several of these benefits are dependent on the Company and its Shareholders fulfilling the conditions prescribed
under the relevant tax laws. Hence, the ability of the Company, and the Shareholders of the Company to derive the direct
and indirect tax benefits is dependent upon their fulfilling such conditions, which is based on business imperatives the
Company may face in the future and accordingly, the Company, and the Shareholders of the Company may or may not
choose to fulfil. Further, certain tax benefits may be optional, and it would be at the discretion of the Company or the
Shareholders of the Company to exercise the option by fulfilling the conditions prescribed under the Tax Laws.
The following overview is not exhaustive or comprehensive and is not intended to be a substitute for professional advice.
Investors are advised to consult their own Tax Consultant with respect to the tax implications of an investment in the
shares particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or
may have a different interpretation on the benefits, which an investor can avail.
This certificate along with the annexure is provided solely for the purpose of assisting the addressee Company in
discharging its responsibility under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 for inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus
125in connection with the proposed offer of equity shares and is not to be used, referred to or distributed for any other purpose
without our written consent.
For, Jay Gupta & Associates
Chartered Accountants,
Firm Registration No.: 329001E
Sd/-
Jay Shankar Gupta
Partner
Membership No.: 059535
UDIN: 25059535BMHCFG7531
Date: August 06, 2025
Place: Kolkata
126ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO ARC
INSULATION AND INSULATORS LIMITED (“THE COMPANY”) AND IT’S SHAREHOLDERS UNDER
THE APPLICABLE TAX LAWS IN INDIA
Outlined below are the possible special tax benefits available to the Company and its shareholders as per the Income tax
Act, 1961 (“IT Act”) as amended from time to time and applicable for financial year 2024-25 relevant to assessment year
2025-26 (AY 2025-26) and Indirect Tax Laws as amended from time to time and applicable for financial year 2024-25.
It is not exhaustive or comprehensive and is not intended to be a substitute for professional advice. Investors are advised
to consult their own tax consultant with respect to the tax implications of an investment in the Equity Shares particularly
in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may have a different
interpretation on the benefits, which an investor can avail.
I. Under the IT Act
1. Special Tax Benefits to the Company
• Lower Corporate Tax rate under Section 115BAA
A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (“the Amendment Act, 2019”)
granting an option to domestic companies to compute corporate tax at a reduced rate of 25.17% (22% plus surcharge of
10% and cess of 4%) from the Financial Year 2019-20, provided such companies do not avail specified
exemptions/incentives (e.g. deduction under Section 10AA, 32(1) (iia), 33ABA, 35(2AB), 80-IA etc.)
The Amendment Act, 2019 also provides that domestic companies availing such option will not be required to pay
Minimum Alternate Tax (“MAT”) under Section 115JB. The CBDT has further issued Circular 29/2019 dated October
02,2019 clarifying that since the MAT provisions under Section 115JB itself would not apply where a domestic company
exercises option of lower tax rate under Section 115BAA, MAT credit would not be available. Corresponding amendment
has been inserted under Section 115JAA dealing with MAT credit.
The Company has exercised the above option.
2. Special Tax Benefits available to Shareholders
There are no Special Tax Benefits available to the Shareholders (other than Resident Corporate Shareholder) of the
Company.
NOTES:
• The above statement of Possible Special Tax Benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and
disposal of shares.
• The above statement covers only certain Special Tax Benefits under the Act, read with the relevant rules, circulars
and notifications and does not cover any benefit under any other law in force in India. This statement also does not
discuss any tax consequences, in the country outside India, of an investment in the shares of an Indian company.
• The above statement of Possible Special Tax Benefits is as per the current Direct Tax Laws relevant for the
assessment year 2024-25. Several of these benefits are dependent on the Company or its Shareholders fulfilling the
conditions prescribed under the relevant provisions of the Tax Laws.
• In respect of non-residents, the tax rates and consequent taxation mentioned above will be further subject to any
benefits available under the relevant Double Taxation Avoidance Agreement, if any, entered into between India and
the country in which the non-resident has fiscal domicile.
• As the Company has opted for concessional corporate income tax rate as prescribed under section 115BAA of the
Act, it will not be allowed to claim any of the following deductions:
§ Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone)
§ Deduction under clause (iia) of sub-section (1) of section 32 (Additional Depreciation)
§ Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in backward areas,
Investment deposit account, Site restoration fund)
§ Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section or subsection (2AA) or sub-
section (2AB) of section 35 (Expenditure on scientific research)
§ Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural extension
project)
127§ Deduction under section 35CCD (Expenditure on skill development)
§ Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA, 80LA and 80M;
§ No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or
depreciation is attributable to any of the deductions referred above;
§ No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if such loss or
depreciation is attributable to any of the deductions referred above;
• This statement is intended only to provide general information to the investors and is neither designed nor intended
to be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is
advised to consult his or her tax advisor with respect to specific tax consequences of his/her investment in the shares
of the Company.
II. Under the Indirect Tax Laws
3. Special Indirect Tax Benefits available to the Company
The Company is not entitled to any special tax benefits under indirect tax laws.
4. Special Tax Benefits available to Shareholders
The Shareholders of the Company are not entitled to any Special Tax Benefits under indirect tax laws.
NOTES:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where
the shares are held by joint holders.
2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law.
3. The above statement of possible special tax benefits are as per the current direct tax laws relevant for the F.Y.2024-
25 relevant to A.Y. 2025-26.
4. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We
do not assume responsibility to update the views consequent to such changes. We do not assume responsibility to
update the views consequent to such changes. We shall not be liable to any claims, liabilities or expenses relating to
this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have
resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of
this statement.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAXIMPLICATIONS
AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR
PARTICULAR SITUATION.
We hereby give our consent to include our above referred opinion regarding the tax benefits available to the Company
and to its shareholders in the offer document.
For, Jay Gupta & Associates
Chartered Accountants,
Firm Registration No.: 329001E
Sd/-
Jay Shankar Gupta
Partner
Membership No.: 059535
UDIN: 25059535BMHCFG7531
Date: August 06, 2025
Place: Kolkata
128SECTION VIII: ABOUT THE ISSUER COMPANY
OUR INDUSTRY
The information in this section has been extracted from various websites and publicly available documents from
various industry sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor
any other person connected with the Offer has independently verified the information provided in this section. Industry
sources and publications, referred to in this section, generally state that the information contained therein has been
obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions
are not guaranteed, and their reliability cannot be assured, and, accordingly, investment decisions should not be based
on such information.
OVERVIEW OF THE GLOBAL ECONOMY
The global economy continues to display resilience amid moderating inflation and a rebound in global trade. Easing price
pressures have supported real household incomes, though consumer confidence remains below pre-pandemic levels in
several regions. Labor markets are softening, yet unemployment rates remain near historic lows. While looser monetary
policy is expected to support demand, tighter FY policies could present mild headwinds. Global GDP is projected to grow
by 3.2% in 2024 and 3.3% in 2025 and 2026. However, geopolitical tensions in the Middle East and Eastern Europe,
along with rising trade protectionism among major economies, pose significant downside risks. A further escalation in
conflicts could disrupt energy and commodity supplies, fuelling inflation, particularly in import-dependent nations.
Additionally, restrictive trade policies may elevate import costs, squeeze corporate margins, and erode consumer
purchasing power. Structural vulnerabilities—including elevated debt levels, stretched asset valuations, weakening credit
quality in segments such as commercial real estate, and the growing footprint of unregulated non-bank financial
institutions—heighten the risk of financial contagion across market segments.
World Economic Outlook -Real GDP growth (in %) -International Monetary Fund
4.2 4.2 4.3
3.2 3.3 3.3
World Economy
1.7 1.9 1.8 Advanced Economy
Emerging Markets
2024 2025 2026
Global growth is projected to remain steady yet subdued at 3.3% in both 2025 and 2026, below the historical average of
3.7% (2000–19). Beneath the stable headline, however, lie divergent regional trends and a fragile global growth profile.
Among advanced economies, the United States is expected to grow by 2.7% in 2025, driven by resilient domestic demand,
strong wealth effects, a less restrictive monetary policy stance, and supportive financial conditions. Growth is set to
moderate toward potential in 2026.
In the Euro area, growth is forecast at 1.0% in 2025, hampered by weak late-2024 momentum—particularly in
manufacturing—and heightened geopolitical and policy uncertainty. A gradual recovery to 1.4% is projected in 2026 as
domestic demand strengthens, financial conditions ease, and confidence improves.
Emerging market and developing economies are expected to maintain steady growth through 2025 and 2026. China’s
growth is forecast at 4.6% in 2025, supported by FY stimulus and momentum from 2024, offsetting pressures from trade
tensions and a sluggish property market. Growth is projected to hold at 4.5% in 2026 as policy uncertainty eases and
labour force decline slows due to recent retirement age reforms.
India’s economy remains a bright spot, with growth projected at a robust 6.5% in both 2025 and 2026, in line with its
potential.
Growth in the Middle East and Central Asia is expected to improve, though less than previously anticipated, largely due
to a 1.3 %age point downgrade for Saudi Arabia stemming from extended OPEC+ production cuts.
129In Latin America and the Caribbean, growth is projected to edge up to 2.5% in 2025, despite slowing momentum in the
region’s largest economies. Sub-Saharan Africa is also expected to see a pickup, while emerging and developing Europe
faces a slowdown.
Estimate Projections
2023 2024 2025 2026
World Output 3.3 3.2 3.3 3.3
Advanced Economies 1.7 1.7 1.9 1.8
United States 2.9 2.8 2.7 2.1
Euro Area 0.4 0.8 1.0 1.4
Germany –0.3 –0.2 0.3 1.1
France 1.1 1.1 0.8 1.1
Italy 0.7 0.6 0.7 0.9
Spain 2.7 3.1 2.3 1.8
Japan 1.5 –0.2 1.1 0.8
United Kingdom 0.3 0.9 1.6 1.5
Canada 1.5 1.3 2.0 2.0
Other Advanced Economies 1/ 1.9 2.0 2.1 2.3
Emerging Market and Developing Economies 4.4 4.2 4.2 4.3
Emerging and Developing Asia 5.7 5.2 5.1 5.1
China 5.2 4.8 4.6 4.5
India 2/ 8.2 6.5 6.5 6.5
Emerging and Developing Europe 3.3 3.2 2.2 2.4
Russia 3.6 3.8 1.4 1.2
Latin America and the Caribbean 2.4 2.4 2.5 2.7
Brazil 3.2 3.7 2.2 2.2
Mexico 3.3 1.8 1.4 2.0
Middle East and Central Asia 2.0 2.4 3.6 3.9
Saudi Arabia –0.8 1.4 3.3 4.1
Sub-Saharan Africa 3.6 3.8 4.2 4.2
Nigeria 2.9 3.1 3.2 3.0
South Africa 0.7 0.8 1.5 1.6
1/ Excludes the Group of Seven (Canada, France, Germany, Italy, Japan, United Kingdom, United States) and euro area countries.
2/ For India, data and projections are presented on a FY year (FY) basis, with FY 2023/24 (starting in April 2023) shown in the 2023 column. India's
growth projections are 6.8 % for 2025 and 6.5 % for 2026 based on calendar year.
Source: International Monetary Fund
Key Considerations
1. Stable Global Growth, Services Outpacing Manufacturing
Global GDP growth remains resilient, projected at 3.2% in 2024 and 3.3% in 2025-26, reflecting steady expansion despite
macroeconomic headwinds. The services sector continues to outperform manufacturing, bolstered by strong consumer
demand, while industrial activity faces lingering supply chain constraints.
2. Labor Market Cooling but Still Robust
Employment growth is projected to moderate, aligning with a weaker labour force expansion. Job vacancy rates have
declined, yet unemployment remains at or near historic lows in most major economies, supporting household income and
consumption.
3. Inflation Nears Central Bank Targets, but Risks Persist
Inflation has continued its downward trajectory, approaching central bank targets in several advanced economies.
However, persistent services inflation and elevated housing costs in some regions may prolong the disinflation process,
keeping interest rates elevated for longer than expected.
4. Household Finances Improve but Confidence Lags
130Real household disposable income in some economies has surpassed pre-pandemic levels, while household savings rates
continue to rise amid cautious consumer sentiment. A further decline in food and energy prices relative to core items
could provide relief and restore confidence.
5. Global Trade Faces Headwinds Despite Recovery
Trade activity has rebounded from the 2023 slowdown, yet surveys of new export orders suggest slower growth ahead.
Rising shipping costs and trade restrictions may limit further expansion, though their impact on inflation is expected to
be modest.
6. Easing Financial Conditions Support Credit Expansion
Global financial conditions have continued to ease, with sovereign bond yields declining and market volatility stabilizing.
Bank credit growth has stabilized, while corporate bond issuance has picked up, ensuring continued access to capital for
businesses.
7. Geopolitical and Trade Risks Pose Structural Challenges
Elevated geopolitical tensions, particularly in the Middle East and Eastern Europe, alongside increasing trade policy
uncertainty, present significant downside risks. Any escalation could disrupt commodity supplies, fuelling inflationary
pressures, particularly in import-dependent economies.
8. Rising Private Credit and Non-Banking Risks
Non-bank financial institutions have expanded significantly, becoming more interconnected with traditional banking
systems. The growth of private credit in advanced economies raises concerns over financial stability, as leveraged lending
increases systemic risk exposure.
Source: World Economic Outlook, April 2025: A Critical Juncture amid Policy Shifts – International Monetary Fund
OVERVIEW OF THE INDIAN ECONOMY
As of March 2025, India’s Gross Domestic Product (GDP) is estimated to be $4.3 trillion, having doubled from $2.1
trillion in 2015, according to the latest data published by the International Monetary Fund. Several High Frequency
Indicators for the 4th quarter of 2024-25 indicate that the Indian economy has recovered from the moderation in
momentum witnessed in Q2, driven by strong festival activity and a sustained upswing in rural demand. Consumer
confidence was boosted by higher optimism for the year ahead, breaking out of the sequential moderation in the current
assessment of conditions. Supply chain pressures remained below historical average levels.
Real GDP grew by 6.5% in FY 2024–25, with Q4 growth recorded at 7.4%. This momentum is set to be sustained at
similar rates throughout FY 2025-26 and 2026-27 positioning India as the fastest growing major economy in the world.
High Frequency Indicators - Industry
131India's economy has continued its robust growth trajectory into FY2024–25, reflecting a resilient domestic demand
environment, strong public investment, and improving external balances. According to the Provisional Estimates from
the Ministry of Statistics and Programme Implementation (MoSPI), nominal GDP grew by 9.8% in FY25, following a
12.0% growth in FY24. This upward momentum highlights a recovery-led expansion rather than a purely base-effect-
driven spike.
Provisional Estimates of Annual GDP FY 2024-25 & its Expenditure Components (at current prices) (in ₹ Crores
except Per Capita figures)
% Change over
2022-23 2023-24 2024-25
PARTICULARS previous year
(FE) (FRE) (PE)
2023-24 2024-25
Private Final Consumption Expenditure (PFCE) 1,65,27,862 1,81,30,431 2,02,98,413 9.7 12.0
Government Consumption Expense (GFCE) 27,57,628 31,04,298 33,03,119 12.6 6.4
Gross Fixed Capital Formation (GFCF) 83,96,038 91,65,224 98,86,129 9.2 7.9
Gross Domestic Product (GDP) 2,68,90,473 3,01,22,956 3,30,68,145 12.0 9.8
Gross National Income (GNI) 2,65,20,166 2,97,10,786 3,25,89,848 12.0 9.7
Gross National Disposable Income (GNDI) 2,73,39,378 3,05,94,001 3,35,48,469 11.9 9.7
Per Capita GDP 1,94,451 2,15,935 2,34,859 11.0 8.8
Per Capita GNI 1,91,773 2,12,981 2,31,462 11.1 8.7
Per Capita GNDI 1,97,697 2,19,312 2,38,270 10.9 8.6
Per Capita PFCE 1,19,516 1,29,967 1,44,165 8.7 10.9
FE: Final Estimates; FRE: First Revised Estimates; SAE: Second Revised Estimates
Source: Ministry of Statistics and Program Implementation – Govt. of India
132Private Final Consumption Expenditure (PFCE), which accounts for over 60% of GDP, grew by 12.0% in FY25—an
acceleration from 9.7% in the previous year. This uptick is underpinned by rising discretionary spending in urban India,
recovery in rural consumption (helped by easing food inflation and better kharif harvests), and continued momentum in
auto, FMCG, and housing sectors. High-frequency indicators like GST collections and UPI transaction volumes support
this trend, both recording double-digit growth in the second half of FY25.
Government Final Consumption Expenditure (GFCE), however, saw moderated growth of 6.4% in FY25 compared to
12.6% in FY24. The moderation is likely a result of consolidation efforts, where the Union Government has been focusing
on rationalizing revenue expenditure to meet the 5.1% deficit target. That said, capex remains prioritized, as reflected in
increased outlays for roads, railways, and defence.
Gross Fixed Capital Formation (GFCF), which measures investment in infrastructure, machinery, and equipment. GFCF
registered a healthy ₹98.86 lakh crore in FY25, growing at 7.9% over the previous year. While the growth rate has
moderated from 9.2% in FY24, the absolute rise continues to reflect India’s strong infrastructure push. The government’s
capital expenditure, which rose 28% YoY in FY24, continues to stimulate private investment activity via crowding-in
effects.
Gross National Income (GNI) and Gross National Disposable Income (GNDI) also saw robust expansions of 9.7% each.
This surge in GNDI especially reflects improved net factor income from abroad and rising remittances, helping bolster
consumption and savings. Correspondingly, Per Capita GNDI rose by an impressive 8.6%, suggesting improving income
levels at the household level—a positive signal for both e-commerce and the broader retail sector.
Per Capita PFCE, growing at 10.9%, supports the narrative of expanding middle-class demand, with implications for the
retail sector.
Advanced Estimates of GVA at Basic Prices by Economic Activity (at Current Prices ₹ Crores)
% Change over
2022-23 2023-24 2024-25
Industry previous FY
(FE) (FRE) (PE)
2023-24 2024-25
Primary Sector 49,60,015 54,10,210 59,26,078 9.1 9.5
1.1 Agriculture, Livestock, Forestry & Fishing 44,49,332 48,77,867 53,85,291 9.6 10.4
1.2 Mining & Quarrying 5,10,682 5,32,343 5,40,788 4.2 1.6
Secondary Sector 63,15,335 70,89,650 76,03,402 12.3 7.2
2.1 Manufacturing 35,34,867 39,21,596 41,69,419 10.9 6.3
2.2 Electricity, Gas, Water Supply & Other Utility
6,09,068 7,66,435 8,06,974 25.8 5.3
Services
2.3 Construction 21,71,401 24,01,618 26,27,009 10.6 9.4
Tertiary Sector 1,33,71,348 1,49,13,028 1,64,92,552 11.5 10.6
3.1 Trade, Hotels, Transport, Communication &
44,12,008 48,28,505 52,57,396 9.4 8.9
Services related to Broadcasting
3.2 Financial, Real Estate & Professional Services 56,00,439 62,44,153 68,81,866 11.5 10..2
3.3 Public Administration, Defence & Other
33,58,901 38,40,370 43,53,290 14.3 13.4
Services
GVA at Basic Prices 2,46,46,698 2,74,12,888 3,00,22,033 11.2 9.5
FE: Final Estimates; FRE: First Revised Estimates; SAE: Second Revised Estimates
Source: Ministry of Statistics and Program Implementation – Govt. of India
Sectoral Composition of GVA: Building Blocks of India’s Growth Story
India's GVA at Current Prices is estimated to rise 9.5% in FY2024–25, following an 11.2% increase in FY2023–24. While
the tertiary sector continues to anchor growth, the Primary and Secondary sectors have witnessed structural shifts that
hold strong relevance for the broader industrial and manufacturing ecosystem.
Primary Sector (↑9.5% YoY in FY25): Buoyed by Agricultural Resilience
133The Primary Sector witnessed a notable pickup to 9.5% growth in FY25, led by a sharp rebound in Agriculture, Livestock,
Forestry & Fishing (↑10.4%). This comes on the back of favourable monsoon distribution, enhanced MSP-led
procurement, and improved horticulture output. Despite ongoing rural distress in select pockets, rising real rural wages
and healthy kharif yields supported income stabilization. However, Mining & Quarrying grew marginally at 1.6% (↓from
4.2%) due to sluggish coal and mineral ore production and continued logistical constraints in transporting bulk
commodities—indirectly dampening cost efficiency for heavy industries reliant on these inputs.
Secondary Sector (↑7.2% YoY in FY25): Normalization after an Infra-led Surge
The Secondary Sector’s growth has moderated from 10.9% in FY24 to 6.3% in FY25—indicating a transition from post-
COVID recovery highs to normalized, base-adjusted expansion.
1. Manufacturing GVA grew at 6.3%, reflecting mixed industrial momentum. High-capacity utilization and PLI scheme
tailwinds supported capital goods and automotive segments, while consumer durables and textiles remained sluggish
amid uneven consumption recovery.
2. Electricity, Gas, Water Supply & Other Utility Services, which posted a striking 25.8% growth in FY24 due to base
effect and a surge in energy demand, expanded modestly at 5.3% in FY25. The deceleration signals stabilization in power
demand despite India's continuing electrification drive.
3. Construction maintained a solid 9.4% growth after a 10.6% rise in FY24. Strong government-led infrastructure push
in roads, railways, and affordable housing continued to drive this growth. Capex-heavy states (e.g., UP, Maharashtra,
Gujarat) recorded strong project execution rates.
Tertiary Sector (↑10.6% YoY in FY25): Backbone of Service-led Resilience
The Tertiary Sector remained the largest contributor to GVA (~54%) and grew at 10.6% in FY25, underscoring the
strength of India’s services economy:
1. Financial, Real Estate & Professional Services saw robust 10.2% growth on the back of rising credit offtake, continued
traction in commercial real estate (especially in Tier I/II cities), and stable BFSI sector performance.
2. Public Administration, Defence & Other Services maintained strong double-digit growth at 13.4%, reflecting continued
government expenditure, social scheme disbursements, and capital-intensive defence procurement.
3. Trade, Transport, and Communication Services grew 8.9%, in line with improving domestic logistics, e-commerce
penetration, and retail sales.
MANUFACTURING SECTOR IN INDIA
INTRODUCTION
Manufacturing is emerging as an integral pillar in the country’s economic growth, thanks to the performance of key
sectors like automotive, engineering, chemicals, pharmaceuticals, and consumer durables. The Indian manufacturing
industry generated 16-17% of India’s GDP pre-pandemic and is projected to be one of the fastest growing sectors.
The machine tool industry was literally the nuts and bolts of the manufacturing industry in India. Today, technology has
stimulated innovation with digital transformation a key aspect in gaining an edge in this highly competitive market.
Technology has today encouraged creativity, with digital transformation being a critical element in gaining an advantage
in this increasingly competitive industry. The Indian manufacturing sector is steadily moving toward more automated and
process-driven manufacturing, which is projected to improve efficiency and enhance productivity.
India's manufacturing sector reached a 16-year high in March, with the HSBC Manufacturing Purchasing Managers' Index
(PMI) rising to 59.1, driven by strong increases in output, new orders, and job creation across various goods sectors.
India has the capacity to export goods worth US$ 1 trillion by 2030 and is on the road to becoming a major global
manufacturing hub.
With 17% of the nation’s GDP and over 27.3 million workers, the manufacturing sector plays a significant role in the
Indian economy. Through the implementation of different programmes and policies, the Indian government hopes to have
25% of the economy’s output come from manufacturing by 2025.
India now has the physical and digital infrastructure to raise the share of the manufacturing sector in the economy and
make a realistic bid to be an important player in global supply chains.
A globally competitive manufacturing sector is India's greatest potential to drive economic growth and job creation this
decade. Due to factors like power growth, long-term employment prospects, and skill routes for millions of people, India
has a significant potential to engage in international markets. Several factors contribute to their potential. First off, these
value chains are well positioned to benefit from India's advantages in terms of raw materials, industrial expertise, and
entrepreneurship.
Second, they can take advantage of four market opportunities: expanding exports, localising imports, internal demand,
and contract manufacturing. With digital transformation being a crucial component in achieving an advantage in this
fiercely competitive industry, technology has today sparked creativity. Manufacturing sector in India is gradually shifting
134to a more automated and process driven manufacturing which is expected to increase the efficiency and boost production
of the manufacturing industry.
India is gradually progressing on the road to Industry 4.0 through the Government of India’s initiatives like the National
Manufacturing Policy which aims to increase the share of manufacturing in GDP to 25 percent by 2025 and the PLI
scheme for manufacturing which was launched in 2022 to develop the core manufacturing sector at par with global
manufacturing standards.
FDI in India's manufacturing sector has reached US$ 165.1 billion, a 69% increase over the past decade, driven by
production-linked incentive (PLI) schemes. In the last five years, total FDI inflows amounted to US$ 383.5 billion.
India is planning to offer incentives of up to ₹ 18,000 crore (US$ 2.2 billion) to spur local manufacturing in six new
sectors including chemicals, shipping containers, and inputs for vaccines.
India's mobile phone manufacturing industry anticipates creating 150,000 to 250,000 direct and indirect jobs within the
next 12-16 months, driven by government incentives, and increased global demand. Major players like Apple and its
contract manufacturers, along with Dixon Technologies, are expanding their workforce to meet growing production
needs.
MARKET SIZE
Manufacturing exports have registered their highest ever annual exports of US$ 447.46 billion with 6.03% growth during
FY23 surpassing the previous year (FY22) record exports of US$ 422 billion. By 2030, Indian middle class is expected
to have the second-largest share in global consumption at 17%.
India’s gross value added (GVA) at current prices was estimated at US$ 770.08 billion as per the quarterly estimates of
the first quarter of FY24.
India's e-commerce exports are projected to grow from US$ 1 billion to US$ 400 billion annually by 2030, aiding in
achieving US$ 2 trillion in total exports.
India's smartphone exports surged by 42% in FY24, reaching US$ 15.6 billion, with the US as the top destination,
reflecting the success of the Production-Linked Incentive (PLI) scheme in boosting the sector.
As per the survey conducted by Reserve Bank of India, capacity utilisation in India’s manufacturing sector stood at 76.8%
in the third quarter of FY24, indicating a significant recovery in the sector.
India's GDP surged by 8.4% in the October-December quarter, surpassing expectations.
GDP growth was driven by robust performances in the manufacturing and construction sectors, with the manufacturing
sector expanding by 11.6% annually and the construction sector growing by 9.5%.
India's overall exports during the April-June period of 2024-25 are estimated to be US$ 109.11 billion, reflecting a
positive growth of 7% over the April-June period of 2023-24.
The manufacturing sector of India has the potential to reach US$ 1 trillion by 2025-26.
India has potential to become a global manufacturing hub and by 2030, it can add more than US$ 500 billion annually to
the global economy. As per the economic survey reports, estimated employment in manufacturing sector in India was 5.7
crore in 2017-18, 6.12 crore in 2018-19 which was further increased to 6.24 crore in 2019-20. India's display panel market
is estimated to grow from ~US$ 7 billion in 2021 to US$ 15 billion in 2025.
The manufacturing GVA at current prices was estimated at US$ 110.48 billion in the first quarter of FY24.
INVESTMENT
Some of the major investments and developments in this sector in the recent past are:
• India's defence exports soared by 78% in Q1 FY25, reaching ₹ 6,915 crore (US$ 828 million). This growth reflects
the country's push for self-reliance in defence manufacturing, with total exports hitting a record ₹ 20,915 crore (US$
2.51 billion) in FY24, marking a 25% increase from the previous year.
• Sansera Engineering Limited has signed an MoU with the Karnataka government to invest ₹ 2,100 crore (US$ 251
million) in a new manufacturing facility in Ramanagara, aiming to create 3,500 jobs and enhance production capacity
in the automotive and non-automotive sectors over the next three to five years.
• Google is set to begin manufacturing Pixel smartphones in India, specifically in Tamil Nadu, in collaboration with
Foxconn and Dixon Technologies. This production aims to cater primarily to export markets in Europe and the US,
with operations expected to start in September 2024. The initiative comes as Google prepares to launch its Pixel 9
series in India on August 13, leveraging India's Production-Linked Incentive (PLI) scheme to enhance manufacturing
scalability.
• Maruti Suzuki has begun exporting the Made-in-India Fronx compact SUV to Japan, marking its first SUV launch in
the Japanese market. Manufactured at its Gujarat plant, the first shipment of over 1,600 vehicles has already left for
Japan, with the official launch planned for autumn 2024.
• According to the Department for Promotion of Industry and Internal Trade (DPIIT), India received a total foreign
direct investment (FDI) inflow of US$ 48.03 billion in FY23.
135• Between April 2000-March 2024:
Ø The automobile sector received FDI inflows of US$ 36.26 billion.
Ø The chemical manufacturing sector (excluding fertilisers) received FDI inflows worth US$ 22.14 billion.
Ø The drug and pharmaceutical manufacturing sector received FDI inflows worth US$ 22.52 billion.
Ø The Food Processing Industries received FDI inflows worth US$ 12.58 billion.
• India's manufacturing sector activity continued to expand in November 2023, with the S&P Global Purchasing
Managers' Index (PMI) reaching 56.
• During the financial year 2022-23, around 1.39 crore net members were added by EPFO with an increase of 13.22%
compared to the previous financial year 2021-22 wherein EPFO had added approximately 1.22 crore net members.
• Mobile phone exports from India nearly doubled to reach US$ 5.5 billion, by August in FY24.with the government
anticipating mobile phone exports worth ₹ 1 trillion (US$ 12 billion) this year.
• In February 2024, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 56.9.
• In FY23, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 55.6.
• For the month of January 2024, the Quick Estimates of Index of Industrial Production (IIP) with base 2011-12 stands
at 153.0. The Indices of Industrial Production for the Mining, Manufacturing and Electricity sectors for the month of
January 2024 stand at 144.1, 150.1 and 197.1, respectively.
• The Index of Industrial Production (IIP) from April-January 2024 stood at 143.4.
• The combined index of eight core industries stood at 150.3 for April-November 2023 against 139.4 for April-
November 2022.
• The cumulative index of eight core industries increased by 8.6% during April-October 2023-24 over the corresponding
period of the previous year.
• India's manufacturing sector, driven by pharmaceuticals, motor vehicles, and cement, demonstrated resilience despite
weak global demand in July-August 2023. PMI remained robust, reflecting domestic economic strength. Capacity
utilization in manufacturing trended upwards, signalling positive investment prospects. RBI MPC maintained policy
repo rate to control inflation.
• India aims for US$ 100 billion annual foreign direct investment (FDI) in the coming years, according to Union
Minister of Information and Broadcasting Mr. Ashwini Vaishnaw, as part of the government's strategy focused on
infrastructure investment, social upliftment, manufacturing growth, and simplification of business processes, amidst
projections of consistent 6-8% economic growth over the next decade.
• At the aggregate level, the capacity utilization (CU) in the manufacturing sector increased to 74.0% in Q2:2023-24
from 73.6% in the previous quarter.
• In FY23, the export of the top 6 major commodities (Engineering goods, Petroleum products, Gems and Jewellery,
Organic and Inorganic chemicals, and Drugs and Pharmaceuticals) stood at US$ 295.21 billion.
• In FY24, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 59.1.
• India's manufacturing industry witnessed its fastest expansion in 16 years in March, with the HSBC final India
Manufacturing Purchasing Managers' Index (PMI) soaring to 59.1, the highest since February 2008. This surge was
fuelled by increased demand, resulting in notable improvements in new orders, output, input stocks, and job creation,
as reported by S&P Global.
• In May 2024, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 57.5.
• India's overall exports during the April-February period of 2023-24 are estimated to be US$ 709.81 billion, reflecting
a marginal positive growth of 0.83% over the April-February period of 2022-23. In February 2024 alone, exports
stood at US$ 73.55 billion, showing a growth of 14.20% compared to the same month in the previous year.
• The Employees' Provident Fund Organization (EPFO) added 8.41 lakh people in December 2023.
136• The latest payroll data shows a significant increase in female workforce participation. Out of 8.41 lakh new members,
around 2.09 lakh are female, the highest in three months. This marks a 7.57% increase from November 2023.
Additionally, the net female member addition stood at approximately 2.90 lakh, up by about 3.54% from the previous
month.
• Amazon Inc’s cloud computing division, Amazon Web Services, became the latest company to invest in India. The
company has planned to invest US$13 billion (over Rs 1 lakh crore) in India by 2030 to build its cloud infrastructure
and create thousands of jobs.
• For the month of April 2024, the Quick Estimates of Index of Industrial Production (IIP) with base 2011-12 stands at
147.7. The Indices of Industrial Production for the Mining, Manufacturing and Electricity sectors for the month of
January 2024 stand at 130.8, 144.2, and 212.0, respectively.
• On February 29, 2024, India approved the construction of three semiconductor plants with investments exceeding $15
billion. These plants aim to establish India as a major chip hub, with Tata Electronics, Tata Semiconductor Assembly
and Test Pvt Ltd, and CG Power spearheading the projects in Gujarat and Assam. This initiative aligns with India's
goal to bolster its semiconductor ecosystem and create numerous advanced technology jobs.
• In October 2021, information technology major Zoho, announced that it will invest ₹ 50–100 crore (US$ 6.7-13.4
million) and form a new company, that will focus on research and development (R&D) in the manufacturing sector.
• India’s GDP surged in the January-March quarter, growing 7.8%, exceeding the 6.7% forecast. Manufacturing
rebounded by 9.9%, contrasting with last year's contraction. GDP for the fiscal year hit 8.2%. IMF projects India as
the world's fourth-largest economy by 2025.
• India’s gross value added (GVA) at current prices was estimated at US$ 506.35 billion as per the quarterly estimates
of the fourth quarter of FY24.
• In August 2021, Wistron Corp. collaborated with India's Optiemus Electronics to manufacture products such as
laptops and smartphones, giving a major boost to the ‘Make in India’ initiative and electronics manufacturing in the
country.
• In April 2021, Samsung started manufacturing mobile display panels at its Noida plant and plans to ramp up
manufacturing IT display panels soon.
• Samsung Display Noida, which has invested ₹ 4,825 crore (US$ 650.42 million) to move its mobile and IT display
manufacturing plant from China to Uttar Pradesh, has received special incentives from the state government.
• In April 2021, Bharti Enterprises Ltd., and Dixon Technologies (India) Ltd., formed a joint venture to take advantage
of the government's PLI scheme for the manufacturing of telecom and networking products.
GOVERNMENT INITIATIVES
The Government of India has taken several initiatives to promote a healthy environment for the growth of manufacturing
sector in the country. Some of the notable initiatives and developments are:
• In the interim budget 2024, the allocation for the Production Linked Incentive (PLI) Scheme for various sectors
saw a substantial increase, with notable examples including a 360% rise to Rs 6,903 crore (US$ 830 million) for
the Semiconductors and Display Manufacturing Ecosystem and a 623% surge to Rs 3,500 crore (US$ 421
million) for the Automobile sector.
• In the interim budget 2024, there was commendable fiscal responsibility demonstrated alongside significant
investments in infrastructure, including emphasis on affordable housing, clean energy, and technological
advancement. Additionally, the budget allocated funds for the creation of a Rs 1-lakh crore (US$ 12 billion)
innovation fund for sunrise domains, providing a substantial boost for the startup industry. Moreover, there was
a notable focus on promoting the shift to electric vehicles (EV) through the expansion of EV charging networks,
thereby offering opportunities for small vendors in manufacturing and maintenance.
• In the Interim Union Budget 2024-25, the Ministry of Defence has been allocated ₹ 621,541 crore (US$ 74.78
billion), marking a significant increase of approximately 4.72% from the previous allocation of ₹ 593,538 crore
(US$ 71.41 billion).
137• Union Minister of Education and Skill Development & Entrepreneurship, Mr. Dharmendra Pradhan inaugurates
Rashtriya Udyamita Vikas Pariyojana under Skill India Mission, empowering PM SVANidhi beneficiaries with
comprehensive 22-week entrepreneurship training, including theoretical and practical components, in
collaboration with Flipkart and focusing on 40% women participation.
• Semiconductor associations IESA and SEMI signed a Memorandum of Understanding (MoU) in Bengaluru to
establish India as a global manufacturing hub, focusing on talent development, policies, design, skilling,
research, academia, and supply chains, leveraging SEMI's international network and IESA's expertise.
• Under the Skill India mission, Pradhan Mantri Kaushal Vikas Yojana (PMKVY) has trained over 1.40 crore
candidates since 2015, as per Skill India Digital data until December 13, 2023. Notably, in the Short-term
Training (STT) program, 42% of certified candidates found placement opportunities, with 24.39 lakh candidates
successfully placed out of 57.42 lakh certified.
• In the Union Budget 2023-24: Startups incorporated within a time-period and meeting other conditions can
deduct up to 100% of their profits; the end of this period has been extended from March 31, 2023, to March 31,
2024. In addition, the period within which losses of startups may be carried forward has been extended from
seven to ten years.
• As per the Union Budget 2023 – 24, the income tax rate for new co-operative societies engaged in manufacturing
activities has been lowered from 22% to 15% (plus 10% surcharge).
• The upper limit on turnover for MSMEs to be eligible for presumptive taxation has been raised from ₹ 2 crore
(US$ 2,43,044) to ₹ 3 crore (US$ 3,64,528). The upper limit on gross receipts for professionals eligible for
presumptive taxation has been raised from ₹ 50 lakh (US$ 60,754) to ₹ 75 lakh (US$ 91,132).
• The Centre will facilitate one crore farmers to adopt natural farming. For this, 10,000 Bio-Input Resource Centres
will be set-up, creating a national-level distributed micro-fertilizer and pesticide manufacturing network.
• To further deepen domestic value addition in manufacture of mobile phones, the finance minister announced
relief in customs duty on import of certain parts and inputs like camera lens. The concessional duty on lithium-
ion cells for batteries will continue for another year. Basic customs duty on parts of open cells of TV panels has
been reduced to 2.5%. The Budget also proposes changes in the basic customs duty to rectify inversion of duty
structure and encourage manufacturing of electrical kitchen chimneys.
• Ministry of Defence has set a target of achieving a turnover of US$ 25 million in aerospace and defence
manufacturing by 2025, which includes US$ 5 billion exports. Till October 2022, a total of 595 Industrial
Licences have been issued to 366 companies operating in Defence Sector.
• A new category of capital procurement ‘Buy {Indian-IDDM (Indigenously Designed, Developed and
Manufactured)}’ has been introduced in Defence Procurement Procedure (DPP)-2016.
• By 2030, the Indian government expects the electronics manufacturing sector to be worth US$ 300 billion.
• Moreover, the government’s endeavours such as Modified Special Incentive Scheme (M-SIPS), Electronics
Manufacturing Clusters, Electronics Development Fund and National Policy on Electronics 2019 (NPE 2019)
have been a huge success.
ROAD AHEAD
India is an attractive hub for foreign investments in the manufacturing sector. Several mobile phone, luxury, and
automobile brands, among others, have set up or are looking to establish their manufacturing bases in the country. The
manufacturing sector of India has the potential to reach US$ 1 trillion by 2025. The implementation of the Goods and
Services Tax (GST) will make India a common market with a GDP of US$ 3.4 trillion along with a population of 1.48
billion people, which will be a big draw for investors. The Indian Cellular and Electronics Association (ICEA) predicts
that India has the potential to scale up its cumulative laptop and tablet manufacturing capacity to US$ 100 billion by 2025
through policy interventions.
One of the initiatives by the Government of India's Ministry for Heavy Industries & Public Enterprises is SAMARTH
Udyog Bharat 4.0, or SAMARTH Advanced Manufacturing and Rapid Transformation Hubs. This is expected to increase
competitiveness of the manufacturing sector in the capital goods market. With impetus on developing industrial corridors
138and smart cities, the Government aims to ensure holistic development of the nation. The corridors would further assist in
integrating, monitoring, and developing a conducive environment for the industrial development and will promote
advance practices in manufacturing.
Source : https://www.ibef.org/industry/manufacturing-sector-india
FIBER REINFORCED POLYMER (FRP) COMPOSITES MARKET OVERVIEW
KEY MARKET INSIGHTS
The global Fiber Reinforced Polymer (FRP) composites market size was valued at USD 91.21 billion in 2023 and is
projected to grow from USD 98.12 billion in 2024 to USD 189.80 billion by 2032 at a CAGR of 7.6% during 2024-2032.
Asia Pacific dominated the fiber reinforced polymer composites (FRP) market with a market share of 43.59% in 2023.
Moreover, the fiber reinforced polymer composites market in the U.S. is projected to grow significantly, reaching an
estimated value of USD 43.67 billion by 2032, driven by the increasing adoption of FRP composites in various end-use
industries such as automotive, construction, and aerospace.
Fiber Reinforced Polymer (FRP) composites are materials made by combining a polymer matrix with a fibrous reinforcing
dispersed phase. The polymer matrix, which is typically a type of plastic, binds the fibers together and helps distribute
loads and stresses between them. The fibers, which are usually made from materials such as glass, carbon, aramid, or
basalt, provide strength and stiffness to the composite. This combination results in a material that is lightweight, strong,
and durable, making FRP composites popular for use in a variety of applications, including aerospace, automotive,
marine, and construction industries.
The Fiber Reinforced Polymer (FRP) composites market is experiencing rapid growth, characterized by the incorporation
of fibers such as glass, carbon, or aramid embedded in a polymer matrix to create a lightweight and strong material. FRP
composites are widely used in various industries, including aerospace, automotive, construction, and sports equipment,
due to their high strength-to-weight ratio, corrosion resistance, and durability. The market is expected to grow in the
coming years due to increased demand for lightweight and high-performance materials.
The COVID-19 pandemic significantly impacted the global economy, affecting the production and supply of FRP
composites. Many FRP manufacturing facilities had to shut down, resulting in decreased production rates temporarily.
Additionally, the shutdown of various industries' manufacturing facilities caused a shortage of FRP worldwide. These
unprecedented times had affected multiple sectors, causing a dip in the availability of FRP composites
FIBER REINFORCED POLYMER (FRP) COMPOSITES MARKET TRENDS
Growing Adoption of Electric Vehicles is Encouraging FRP Composites Market Growth
The switch to electric vehicles is driving the demand for Fiber Reinforced Polymer (FRP) composites in the market.
These composites are lightweight, durable, and offer a high strength-to-weight ratio, making them a perfect fit for the
automotive industry. As the world is moving toward more sustainable and eco-friendly means of transportation, the
demand for electric vehicles is on the rise, and so is the demand for FRP composites. As per a study conducted by the
IEA, electric car sales in 2022 are more than 10 million, with the share of electric cars increasing from 4% in 2020 to
14% in 2022. Such growth is also expected in the coming years.
139FIBER REINFORCED POLYMER (FRP) COMPOSITES MARKET GROWTH FACTORS
Increasing Demand for GFRP Composites in Transportation to Drive Market Growth
The market for glass fiber reinforced polymer (GFRP) composites is witnessing growth due to the increasing demand in
the construction and transport sector. The lightweight and high-strength properties of GFRP composites make them a
popular choice for automotive, aerospace, and marine applications. This results in fuel efficiency and reduced emissions,
making it an attractive option for environmentally conscious consumers.
The demand for glass fiber reinforced polymer (GFRP) composites has been on the rise in recent years due to their
superior properties compared to traditional materials. Glass fiber reinforced polymer (GFRP) composites are lightweight,
have high strength, and excellent corrosion resistance. This makes them an ideal choice for a transportation application.
As the benefits of glass fiber reinforced polymer (GFRP) composites become more widely recognized, the demand for
these materials is expected to continue to increase in the years ahead.
RESTRAINING FACTORS
High Cost of Raw Material Restraining the Fiber Reinforced Polymer (FRP) Market Development
The market is facing a significant challenge due to the high cost of raw materials. This challenge is limiting the Fiber
Reinforced Polymer (FRP) composites market growth as manufacturers struggle to maintain competitive pricing while
ensuring profitability. Despite the many advantages of FRP composites, such as their high strength and durability, the
cost issue emerges as a major obstacle for the industry. As a result, companies are exploring various options to reduce
costs and improve efficiency, including alternative raw materials and new manufacturing processes. Thus, higher prices
of raw materials retrain the growth of the market during the forecast period.
FIBER REINFORCED POLYMER (FRP) COMPOSITES MARKET SEGMENTATION ANALYSIS
By Type Analysis
Glass Fiber-reinforced Polymer Segment Holds a Dominant Share as it is Suitable for a Variety of Applications
Based on type, the market is segmented into Glass Fiber-reinforced polymer, Carbon Fiber-reinforced Polymer, and
others. The Glass Fiber-reinforced Polymer (GFRP) segment dominates the FRP composites market, experiencing high
demand for GFRP products across various industries such as construction, automotive, and aerospace. GFRP composites
offer numerous benefits, including a high strength-to-weight ratio, corrosion resistance, and design flexibility. These
advantages have led to a surge in demand for GFRP composites, which is expected to continue in the coming years.
The Carbon Fiber-reinforced Polymer (CFRP) segment is growing significantly in the FRP composites market. With its
exceptional strength, stiffness, and lightweight properties, CFRP is increasingly being used in a wide range of
applications, from aerospace to automotive and construction. The impressive performance of Carbon Fiber-reinforced
Polymer (CFRP) has made it an attractive alternative to traditional materials such as steel and aluminium, which are not
as strong or lightweight.
Furthermore, the growing demand for fuel-efficient vehicles and increasing environmental regulations have resulted in a
surge in the adoption of CFRP in the automotive industry. The use of Carbon Fiber-reinforced Polymer (CFRP) in vehicles
reduces weight, which in turn improves fuel efficiency and reduces emissions. This has prompted automotive
manufacturers to invest heavily in CFRP technology, further driving the growth of the market.
By Application Analysis
140Based on application, the market is fragmented into transportation, construction, electronics, sports & leisure, and others.
The transportation segment accounts for the major Fiber Reinforced Polymer (FRP) composites market share. These
lightweight and durable materials are used in various applications, including body panels, underbody shields, and
structural components, contributing to fuel efficiency, reduced emissions, and improved safety in the automotive sector.
Moreover, the demand for FRP composites in the automotive industry is expected to grow in the coming years, driven by
the need to meet stringent regulations and the growing trend toward electric vehicles. Manufacturers are investing heavily
in R&D to develop innovative solutions that offer higher performance at a lower cost. Due to the increasing benefits of
these materials, the automotive segment will continue to dominate the FRP market.
The construction industry is rapidly adopting Fiber Reinforced Polymer (FRP) composites due to their exceptional
strength, durability, and lightweight characteristics. These materials are being used in various applications, such as
reinforcing concrete, improving seismic resistance, and as cladding materials for buildings. The use of FRP composites
in construction has many advantages, including reduced maintenance costs, improved safety, and increased lifespan of
structures. Moreover, the construction segment in the FRP market is expected to grow significantly in the coming years,
driven by the increasing demand for sustainable and cost-effective solutions. As a result, manufacturers are investing in
R&D to develop new products that cater to the specific needs of the construction industry. With the growing awareness
of the benefits of FRP composites, the construction segment is rapidly growing in the FRP market.
Similarly, the FRP composites market is experiencing positive growth in certain industries, such as electronics and sports.
In the electronics industry, Fiber Reinforced Polymer (FRP) composites are used to manufacture printed circuit boards.
In contrast, in the sports industry, they are used to make equipment such as hockey sticks, tennis rackets, and more. With
the constant need for innovation and improvement, more and more companies are turning to Fiber Reinforced Polymer
(FRP) composites to gain a competitive edge.
Source: https://www.fortunebusinessinsights.com/fiber-reinforced-polymer-composites-frp-market-102905
141OUR BUSINESS
The following information is qualified in its entirety by, and should be read together with, the detailed financial and other
information included in this Red Herring Prospectus, including the information contained in the section titled “Risk
Factors”, beginning on page 36 of this Red Herring Prospectus.
This section should be read in conjunction with, and is qualified in its entirety by, the detailed information about our
Company and its financial statements, including the notes thereto, in the section titled “Risk Factors”, “Financial
Statement” beginning on page 36 and 222 respectively, of this Red Herring Prospectus.
Unless otherwise stated or the context otherwise requires, in relation to business operations, in this section of this Red
Herring Prospectus, all references to "we", "us", "our" and "our Company" are to “ARC Insulation & Insulators Limited”.
Unless otherwise stated or the context otherwise requires, the financial information used in this section is derived from
our Restated Financial Statements.
OVERVIEW OF OUR BUSINESS
Our Company incorporated on September 10, 2008, specializes in the manufacturing and supply of Glass Fiber
Reinforced Polymers (“GFRP”)/Fiber Reinforced Polymers Products (“FRP”) composite/constituency products which
provides corrosion-resistant, tensile strength and insulating Glass Fiber Reinforced Polymer (GFRP) solutions which can
be used as a substitute for steel bars/rebars. We produce dent-resistant, low thermal expansion, corrosion resistant, and
insulating GFRP. Our offerings include GFRP Rebars, GFRP Granting Walkways, GFRP Pipelines, GFRP Tubes, GFRP
Fencing for Transformers, GFRP Cable Trays, and other related products designed for industrial, energy and marine’s
sectors construction and industrial applications. In addition to our core business, the company acquired the ongoing
business of our promoter, ‘M/s ARC Insulation & Insulators,’ a sole proprietorship, through a business transfer agreement
dated June 01, 2009. Under our brand name “ARC”, we supply our products for application in diverse industries including
Infrastructure, Power, Cooling Tower, Chemical, Composite, Electrical Substation, Mining and others. For more
information, please refer to the section titled “History and Other Corporate Matters” starting on page 186 of this Red
Herring Prospectus.
We have one manufacturing plant which is located at Ramdevpur Village, Parganas South (West Bengal)
(“Manufacturing Facility”). Our Manufacturing Facility has separate seamless and welded divisions with latest product-
specific equipment and machineries including Universal Testing Machine, Electronic Extensometer, GFRP Rock Bolt
Making Machine, APC-2.01, Aluminium Casting Heater, 4-2 Boring Deptyhal etc. Further, we have a storage facility at
our Manufacturing Facility for the purposes of holding inventories of raw material as well as finished products which
ensures stability of operations.
ARC’s GFRP products offer significant cost savings through extended durability and present an environmentally friendly
alternative with a reduced carbon footprint compared to traditional steel and concrete. We are committed to helping our
clients create smarter and more sustainable infrastructure, aligning with the increasing demand for eco-conscious and
circular solutions, thereby strengthening our position in the market.
We hold ISO 9001:2015 certification and as an ISO-certified organization, for the scope of design, manufacturing and
supply of GFRP products and is equipped with Universal Testing Machine and other equipment to check the quality of
our products as per the specifications of our customers. We have dedicated quality assurance team of 8 employees
including professionals (Mechanical Engineers, Structural Design Engineers, Civil and Quality Engineers), which closely
monitors the exceptional quality of our products throughout the production process.
Our basic raw material includes glass fibers and resins and we procure our raw materials based on market availability,
pricing and quality through two main channels (i) domestic suppliers (ii) international suppliers from China, Thailand
etc. The cost of materials consumed (including purchase of Raw materials and changes in inventory) by us in our
operations accounted for 48.47%, 51.68%, and 65.42% of our revenue from operations for the financial year ended March
31, 2025, March 31, 2024, and 2023, respectively.
Spearheading our company's strategic direction and operational oversight are Mr. Manish Bajoria (Promoter and
Managing Director) and Ms. Neelam Bajoria (Promoter and Executive Director), who are dedicated to steering the
company towards sustainable success through comprehensive leadership and management which is the guiding force
behind all the strategic decisions of our Company. Their knowledge about the industry and understanding also gives us
the key competitive advantage enabling us to expand our customer presence in existing as well as target markets, while
exploring new growth avenues. In the future, we plan to expand our export business to tap into new international markets,
diversify our revenue streams, and strengthen our global presence. As a part of our marketing and promotional activity,
we employ marketing techniques such as participation in Exhibitions like The World of Concrete India (WOC) in October
2024 and Indian Road Congress (IRC) Exhibition in November 2024, Assam in August 2024 for showcasing our products
142to a wide audience of buyers, both domestically and internationally. The exhibitions and advertisements give us a platform
to exhibit our products.
Our Mission: To pioneer innovative composite material solutions that enable stronger, more durable and sustainable
infrastructure and industrial assets.
Our Vision: To be a global leader in advanced GFRP/FRP composites through continuous research, development
of next-generation products, and technical excellence in serving diverse industries.
Our company has established itself as a name in the GFRP/FRP industry through hard work and steady progress. This
commitment to stringent quality measures has enabled the company to deliver impeccable end products and create a niche
in the industrial segments it serves, earning the trust of consultants and clients alike.
OUR CLIENTELE
Our current clientele consists of clients from various industries who use our products in their line of business. Operating
on a global scale, we understand the diverse needs of GFRP/FRP products worldwide. Through our product portfolio and
customized offerings, we empower manufacturers to meet consumer demands while maintaining product quality and shelf
life. The facility is equipped with the machineries and technologies, allowing us to serve a global clientele as well as a
diverse domestic clientele across various states in India.
TOP 10 CUSTOMERS AND SUPPLIERS
Percentage of our Top 10 Customers of Total Sales are as follows:
(₹ in Lakhs)
For the Financial Year ended
Particulars* March 31, 2025 March 31, 2024 March 31, 2023
Revenue In % Revenue In % Revenue In %
Customer 1 495.16 15.21 438.69 15.52 333.64 13.91
Customer 2 434.66 13.36 214.45 7.59 307.51 12.82
Customer 3 280.30 8.61 202.21 7.16 231.83 9.67
Customer 4 199.74 6.14 194.18 6.87 195.00 8.13
Customer 5 151.70 4.66 168.90 5.98 159.86 6.67
Customer 6 146.99 4.52 153.48 5.43 156.74 6.54
Customer 7 137.20 4.22 109.51 3.88 147.88 6.17
Customer 8 114.97 3.53 103.85 3.68 108.34 4.52
Customer 9 114.62 3.52 97.14 3.44 72.11 3.01
Customer 10 111.95 3.44 92.86 3.29 70.94 2.96
Total 2,187.28 67.21 1,775.26 62.82 1,783.85 74.38
*Note: Names of our top 10 customers have not been disclosed due to lack of receipt of consent and confidentiality reasons
Percentage of Top 10 Suppliers of total Purchases are as follows:
(₹ in Lakhs)
For the Financial Year ended
Particulars* March 31, 2025 March 31, 2024 March 31, 2023
Purchase In % Purchase In % Purchase In %
Supplier 1 362.28 22.61 270.97 18.95 399.15 27.50
Supplier 2 234.17 14.61 155.17 10.85 207.59 14.30
Supplier 3 190.13 11.87 142.50 9.96 131.80 9.08
Supplier 4 163.98 10.23 87.38 6.11 121.73 8.39
Supplier 5 153.16 9.56 82.18 5.75 105.82 7.29
Supplier 6 89.43 5.58 81.98 5.73 84.86 5.85
Supplier 7 64.32 4.01 81.22 5.68 61.20 4.22
Supplier 8 61.07 3.81 71.32 4.99 61.12 4.21
Supplier 9 49.94 3.12 63.33 4.43 45.12 3.11
Supplier 10 48.58 3.02 56.07 3.92 35.41 2.44
Total 1,417.06 88.44 1,092.12 76.36 1,253.81 86.39
*Note: Names of our top 10 suppliers have not been disclosed due to lack of receipt of consent and confidentiality reasons
143OUR REVENUE BREAKUP
The Geographical Area wise Breakup of Revenue is as follows:
Financial year ended Financial year ended Financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars
Amount % of Total Amount % of Total Amount % of Total
(in ₹ lakhs) Revenue (in ₹ lakhs) Revenue (in ₹ lakhs) Revenue
Exports 49.12 1.51% 43.49 1.54% 119.81 5.00%
Domestic 3,205.33 98.49% 2,782.26 98.46% 2,278.45 95.00%
Total 3,254.46 100.00% 2,825.75 100.00% 2,398.25 100.00%
The State Wise Breakup of our Domestic Revenue is as follows:
(₹ In lakhs)
Particulars For financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Andhra Pradesh 146.99 32.33 0.89
Himachal Pradesh - - 5.60
Arunachal Pradesh 0.55 0.75 -
Assam 7.01 3.19 41.00
Bihar 114.31 256.49 333.64
Chhattisgarh - 153.48 -
Delhi 71.72 430.16 106.83
Goa 6.70 0.99 -
Gujarat - 177.18 25.97
Haryana 4.52 3.43 2.19
Jammu & Kashmir - 42.38 195.00
Jharkhand 48.23 0.70 30.18
Madhya Pradesh 598.01 302.65 51.99
Maharashtra 19.69 119.33 23.13
Odisha 6.05 10.90 -
Rajasthan - 86.62 113.17
Karnataka 61.40 - 90.26
Tamil Nadu 447.20 780.40 866.56
Meghalaya 22.49 - -
Kerala 111.95 - -
Telangana 0.25 - -
Uttar Pradesh 198.87 25.57 139.62
Uttarakhand - - 2.08
West Bengal 1,339.40 355.71 250.34
Total 3,205.34 2,782.26 2,278.45
The Country Wise Breakup of our Export Revenue is as follows:
(₹ In lakhs)
Particulars For financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Thailand - - 47.69
Kuwait - 18.43 -
Saudi Arabia 49.12 25.06 -
Philippines - - 72.11
Total 49.12 43.49 119.81
The product Wise Breakup of our Revenue for the previous three financial years and stub period is as follows:
(₹ In lakhs)
Products For financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
GFRP Rebars 2156.60 2,003.43 1,283.32
FRP Grating 14.27 52.98 43.31
FRP/GRP Pipes 201.64 153.19 299.34
144FRP Tube 8.03 8.70 118.50
FRP Cable Trays 2.12 3.23 3.44
FRP Checker Plates 6.96 - 43.27
FRP Earthing Discharge Rods 19.21 281.16 195.34
FRP Sheets 210.73 5.94 2.19
FRP/GFRP Structural/ Pultruded Profiles 529.78 71.77 196.90
GFRP Rods 1.48 2.33 6.50
FRP/GRP Ladders 49.12 109.63 36.91
FRP/GRP Tanks 0 0.71 -
FRP Battery Stand 26.80 47.65 -
FRP/GRP Handrails 0 53.87 10.90
FRP Fencing 9.22 10.04 24.57
GFRP Rockbolts 18.50 21.12 133.76
Total 3,254.46 2,825.75 2,398.25
New Customers added by the Company:
The below are the number of new customers added by the Company in the previous three financial year.
Particulars For financial year ended For financial year ended For financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Customer Amount Customer Amount Customer Amount
(nos.) (₹ in lakhs) (nos.) (₹ in lakhs) (nos.) (₹ in lakhs)
Repeat customers 29 1,358.19 29 1,420.58 20 1,055.24
Unique customers 60 1,896.26 54 1,405.17 57 1,343.02
Total 89 3,254.46 83 2,825.75 77 2,398.25
Bifurcation of raw materials procured locally and internationally:
(₹ In lakhs)
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Domestic (In Rupees) 1,299.24 1,211.63 1,208.33
Domestic (%) 81.09 85.00 83.26
International (In Rupees) 303.03 218.50 243.00
International (%) 18.91 15.00 16.74
Total 1,602.27 1,430.13 1,451.33
The details of industry-wise revenue bifurcation for the previous three financial years and stub period is stated
below:
(₹ In lakhs)
For the financial year ended
Industry
March 31, 2025 March 31, 2024 March 31, 2023
Chemical 41.73 48.06 15.83
Composite 544.28 43.42 12.75
Cooling Tower 309.24 190.77 277.26
Electrical Substation 137.20 32.33 311.53
Infrastructure 1,916.90 1,992.24 1,459.62
Metal & Mining 29.95 30.02 5.83
Power 76.18 426.14 258.86
Others* 198.98 62.77 56.57
Total Revenue from Operations Excluding Other 3,254.46 2,825.75 2,398.25
Operating Revenue
*The details of Revenue generated from “Others” industries is as follows:
(₹ in Lakhs)
For the financial year ended
Industry
March 31, 2025 March 31, 2024 March 31, 2023
Automobile - 10.72 -
Construction 181.80 9.60 16.90
Electrical Infrastructure Industry 3.20 9.07 24.23
Energy 2.58 18.44 0.03
145Fiber Reinforced Materials Industry 1.73 2.97 7.71
Hospitality - 7.22 -
Manufacturing Unit - 0.71 -
Metallurgical Industry - - 4.32
Process Engineering 7.67 3.23 3.39
Railway 2.00 0.80 -
Total 198.98 62.77 56.57
OUR JOURNEY
Ø Established (2008)
• Initially established as a private limited company in the name and style of “ARC Insulation & Insulators Private
Limited” on September 10, 2008.
• Initially, we focused on manufacturing and supplying of GFRP composites and its constituency products like
GFRP Rebars, GFRP grating walkway, GFRP Pipelines, GFRP Tubes, GFRP Fencing for Transformers, GFRP
Cable and also includes fiberglass constituents.
Ø Expansion (2009-2010)
• The company has taken over the proprietorship business (established in the year 2003) of Mr. Manish Bajoria
in the name and style “M/s. ARC Insulation and Insulators”. As part of this acquisition, the company has also
taken over a factory previously owned by the proprietorship. This strategic acquisition facilitates the
continuation of established business operations, including the integration of the manufacturing facility. The
experience and leadership of the proprietor, now serving as the promoter and director of the company, ensure a
smooth transition, enabling the company to leverage existing assets, operational expertise, and market
relationships for future growth and expansion.
• As part of its growth strategy, the company expanded its operations to a larger manufacturing facility, added
four advanced machines to increase production capacity, and successfully entered international markets. The
company began exporting its products to Egypt, Kuwait, and the UAE, marking a significant milestone in its
global expansion efforts.
Ø Increase in Export (2015-2016)
• Export turnover surpassed ₹ 5 crores in Indonesia, reflecting a significant increase in the demand of GFRP
Product.
Ø Product Diversification (2018-2019)
• The company has commenced the production of bend rebars, diversifying its product offerings and enhancing
its portfolio in the construction materials segment. This addition reflects the company's commitment to meeting
industry demand and expanding its manufacturing capabilities.
Ø Achievements (2022-2023)
• The company has further expanded its operations by incorporating six additional machines dedicated to the
production of rebars and pultrusion.
• Increased our presence in other countries including Philippines and Thailand,
Ø Conversion (2024)
• ARC Insulation & Insulators Private Limited was thereafter converted from Private Limited Company to a Public
Limited Company under the Companies Act, 2013 with the name and style of “ARC Insulation & Insulators
Limited”.
Ø Bonus Issue (2024)
• Rewarded the shareholders of the company by issuing Bonus Shares.
146KEY PERFORMANCE INDICATORS OF OUR COMPANY
A. Key Financial Performance Indicators:
We have a strong track record of revenue growth and profitability. The following table sets forth certain key performance
indicators for the years indicated:
(₹ In lakhs)
For the Financial Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operations(1) 3,271.64 2,845.47 2,398.25
EBITDA(2) 1,250.30 905.23 428.93
EBITDA Margin(3) 38.22 31.81 17.89
PAT 856.58 610.40 263.81
PAT Margin(4) 26.18 21.45 11.00
Networth(5) 2,522.18 1,245.28 634.88
RoE %(6) 45.47 64.93 52.45
RoCE% (7) 49.84 60.96 36.67
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs - Other Income.
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
(4) ‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(5) Net worth as defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations 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 audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation.
(6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity.
(7) Return on Capital Employed is calculated as EBIT divided by Average capital employed, which is defined as shareholders’
equity plus total debt. Here, EBIT is calculated as Profit before tax + Finance Costs – Other Income.
B. Key Operational Performance Indicators
For the Financial Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Revenue from Operations excluding Other 3,254.46 2,825.75 2,398.25
Operating Revenue (₹ in Lakhs)
Total Actual Production (Tons) 1609.16 1342.87 1216.85
Average Revenue Per Ton (₹ in Lakhs) (1) 2.02 2.10 1.97
Total No of Customers 89 83 77
Average Revenue Per Customer (₹ in Lakhs) (2) 36.56 34.05 31.15
Notes:
(1) Average Revenue per Ton: Total revenue from operations divided by total actual production (tons).
(2) Average Revenue Per Customer: Total revenue from operations divided by total number of customers.
OUR PRODUCTS
The Company is currently producing Glass fibre reinforcement polymer products, which is known as GFRP or FRP
within the industry in which the company operates. Both names are synonym in this industry and are being used
interchangeably.
Our product portfolio comprises of GFRP/FRP products manufactured and supplied by our Company and encompass
various industrial uses. The details of products are as follows:
Sr. Product Products Description Product Photo
No. Name
1471 GFRP GFRP (Glass Fiber Reinforced Polymer)
Rebars rebars are lightweight, high-strength
alternatives to steel rebars used in concrete
structures. GFRP Rebars are made from
fibers like glass, carbon, or basalt embedded
in a polymer resin, they are highly resistant
to corrosion, making them ideal for marine,
chemical, and infrastructure projects
exposed to harsh environments. Their non-
conductive and non-magnetic properties
make them suitable for electrical and
sensitive installations. With a high strength-
to-weight ratio and exceptional durability,
GFRP rebars offer a cost-effective, long-
lasting solution for projects requiring
reinforced concrete in challenging
conditions. In addition, the use of GFRP
rebars significantly reduces the occurrence
of concrete cracking, enhancing the
structural integrity and lifespan of concrete
constructions. Their non-magnetic
properties also make them an excellent
choice for applications where
electromagnetic neutrality is essential, such
as in medical facilities and sensitive
equipment zones.
End Users: Chemical Industry, Coastal
Area, Marinas & Docs, Metal & Mining,
Offshore Oil & Gas, Pul & Paper Industry,
Water Park, Construction, Warehouse and
National Highway.
2 FRP FRP (Fiber Reinforced Polymer) grating
Grating walkways offer bidirectional strength,
providing robust support in both
longitudinal and transverse directions. This
makes them an ideal choice for high-traffic
areas and heavy-duty applications, where
stability and strength are essential.
Engineered with an anti-slip surface, FRP
grating walkways enhance safety by
reducing the risk of slips and falls, even in
wet or oily conditions. Their design also
requires minimal maintenance, ensuring
long-term performance with reduced
upkeep. In addition, FRP grating walkways
are highly resistant to chemicals, making
them perfect for use in harsh industrial
environments where exposure to corrosive
substances is common. This combination of
strength, safety, and chemical resistance
makes FRP grating walkways a durable,
low-maintenance solution for a wide range
of applications.
End Users: Chemical Industry, Coastal
Area, Cooling Tower Component,
Electrical Substation Product, Hotel
Application, Marinas & Docs, Offshore Oil
& Gas, Pulp & Paper Industry, Water Park
and Warehouse.
1483 FRP/GRP FRP/GRP (Fiber/Glass Reinforced
Pipes: Polymer) Pipes offer exceptional chemical
resistance, making them the ideal solution
for industries dealing with corrosive or
hazardous substances. Designed to
withstand aggressive chemicals, these
pipelines provide long-term protection
against corrosion, ensuring leak-proof
operation and enhanced safety for both the
environment and personnel. The smooth
interior surface of GFRP pipelines ensures
efficient flow, minimizing friction and
pressure loss. This results in optimized
transport of liquids and gases, reducing
energy consumption and operational costs.
With a wide range of diameters available,
GFRP pipelines can be customized to meet
the specific needs of various industries,
from chemical processing to wastewater
treatment. Their versatility, combined with
chemical resistance and durability, makes
them a reliable, cost-effective solution for
demanding applications.
End Users: Chemical Industry, Coastal
Area, Cooling Tower Component, Marinas
& Docs and Offshore Oil & Gas.
4 FRP Tubes FRP (Fiber Reinforced Polymer) tubes offer
a perfect blend of durability and
performance, making them ideal for a
variety of industrial applications. Their
corrosion-resistant properties ensure
longevity even in harsh environments, such
as those exposed to chemicals, moisture, or
saltwater, minimizing the need for frequent
replacements or repairs.
Despite their lightweight nature, FRP tubes
deliver exceptional strength, providing a
high strength-to-weight ratio that ensures
structural integrity while reducing handling
and installation costs. Additionally, their
excellent electrical insulation properties
make them a reliable choice for applications
requiring electrical safety, such as in power
distribution or telecommunications.
With their lightweight design, corrosion
resistance, and strong insulation
capabilities, FRP tubes offer a versatile,
cost-effective solution for industries
demanding both high performance and
long-term reliability.
End Users: Chemical Industry, Coastal
Area, Cooling Tower Component, Hotel
Application, Marinas & Docs, Offshore Oil
& Gas, Pulp & Paper Industry, Construction
and National Highway.
1495 FRP Cable FRP (Fiber Reinforced Polymer) cable trays
Trays are used for supporting and routing
electrical cables in industrial, commercial,
and public infrastructure projects. These
trays offer a robust, durable, flame-retardant
and corrosion-resistant solution for cable
management, ensuring the protection and
organization of electrical cables. These
trays are lightweight yet offer high strength,
allowing for easy installation and reduced
labour costs without compromising on
structural integrity. Additionally, FRP cable
trays provide non-conductive, shockproof
insulation, ensuring electrical safety by
eliminating the risk of electrical hazards and
protecting both equipment and personnel.
End Users: Chemical Industry, Coastal
Area, Cooling Tower Component,
Electrical Substation Product, Hotel
Application, Marinas & Docs, Offshore Oil
& Gas, Pulp & Paper Industry, Construction
and Warehouse.
6 FRP FRP (Fiber Reinforced Polymer) checker
Checker plates are designed to provide a robust, slip-
Plates resistant surface for a variety of
applications. Engineered for durability,
these plates are ideal for environments
where strength and safety are crucial, such
as in industrial settings, walkways, and
pedestrian areas. The check plate pattern of
FRP offers enhanced traction, significantly
reducing the risk of slips and falls, even in
wet or oily conditions. This makes them a
safe choice for high-traffic areas and
hazardous environments where slip
resistance is essential. FRP check plates are
also known for their exceptional resistance
to corrosion, chemicals, and extreme
weather conditions, ensuring long-term
performance with minimal maintenance.
Their lightweight design simplifies
handling and installation, while their high
strength supports heavy loads and
withstands tough conditions. Overall, FRP
check plates combine durability, safety, and
ease of maintenance, making them a reliable
solution for providing secure and lasting
surfaces in a range of demanding
applications.
End Users: Chemical Industry, Coastal
Area, Cooling Tower Component,
Electrical Substation Product, Hotel
Application, Marinas & Docs, Offshore Oil
& Gas, Pulp & Paper Industry, Water Park,
Warehouse.
1507 FRP Fiberglass earthing discharge rods are
Earthing engineered for reliable electrical safety and
Discharge efficiency, playing a critical role in
Rods grounding and discharging electrical
systems. Constructed from high-strength
fiberglass, these rods are designed to
withstand the rigors of high-voltage
environments while providing exceptional
durability and performance. The fiberglass
composition ensures that the rods are non-
conductive, effectively insulating users
from electrical hazards and enhancing
safety during maintenance and emergency
operations. Their lightweight nature
facilitates easy handling and
manoeuvrability, making them ideal for use
in various electrical and utility applications.
Additionally, fiberglass earthing discharge
rods are resistant to corrosion and
environmental degradation, ensuring long-
term reliability in diverse weather
conditions. Their robust construction and
low maintenance requirements make them a
cost-effective choice for safely managing
electrical discharge and grounding systems.
End Users: Electrical Substation Product.
8 FRP Sheets Fiber Glass Reinforced Polymer Sheets
provide high strength, thermal resistance,
fire retardant/ resistance properties,
hardness, environmental resistance,
electrical insulation, low density and can be
moulded into different shapes.
End Users: Chemical Industry, Cooling
Tower Component, Electrical Substation
Product, Offshore Oil & Gas, Pulp & Paper
Industry, Warehouse.
9 FRP/GFRP Fiber Glass Reinforced Polymer Pultruded
Structural/ Products are used in Industrial Structure,
Pultruded utility poles, railway structures, chemical
Profiles processing plants, safety equipment like
ladders, handrails etc. due to their high
strength-to-weight ratio, corrosion
resistance, durability and long service life.
Pultruded composite shapes (profiles)
exhibit robust performance characteristics
as of standard metal shapes and closely
resemble the steel profiles typically used in
construction, but offer distinct advantages
over these materials, serving as a substitute
to steel and other metal structure.
End Users: Chemical Industry, Coastal
Area, Cooling Tower Component, Hotel
Application, Marinas & Docs, Offshore Oil
& Gas, Pulp & Paper Industry, Construction
and National Highway.
15110 GFRP GFRP (Glass Fiber Reinforced Polymer)
Rods rods are commonly used in electrical and
telecommunications systems for cable
support, grounding, and reinforcement, as
well as in construction, marine, oil and gas,
and chemical industries. Their non-
conductive properties make them safe for
electrical applications, while their durability
ensures long-lasting performance in harsh
environments.
End Users: Construction Industry.
11 FRP/GRP FRP/GRP (Fiber/Glass Reinforced
Ladders Polymer) ladders are designed for easy
installation and provide safe access to
cooling tower components. They withstand
harsh environments, ensuring long-term
performance and reliability, essential for
maintaining efficient cooling operations.
Cooling Towers benefits from GFRP
ladders, offering corrosion resistance,
durability, and low maintenance. These
ladders are widely used in marine and
offshore applications, such as oil rigs, ships,
and coastal facilities due to their excellent
resistance to saltwater corrosion and harsh
marine environments.
End Users: Chemical Industry, Cooling
Tower Component, Electrical Substation
Product, Hotel Application, Marinas &
Docs, Offshore Oil & Gas, Construction and
Warehouse.
12 FRP/GRP FRP/GRP (Fiber/Glass Reinforced
Tanks Polymer) tanks are designed for durability
and reliability. These are robust solutions
for power industry. These are engineered to
withstand extreme conditions, they provide
superior resistance to corrosion, thermal
stress, and impact, ensuring long-lasting
performance and reduced maintenance.
Ideal for handling chemicals, water, and
other essential fluids in power applications.
These tanks offer exceptional durability,
corrosion resistance and lightweight design.
They withstand harsh marine environments,
reduce maintenance, and ensure safety with
high chemical resistance. Their efficiency
supports long-term storage and transport of
fluids, optimising operational performance.
These tanks offer enhanced corrosion
resistance, longevity and reduced
maintenance costs. They ensure safe storage
of chemicals, minimise contamination risks
and improve operational efficiency. Their
lightweight yet durable construction
facilities easy installation, contributing to
overall cost savings and operational
reliability.
152End Users: Chemical Industry, Electrical
Substation Product, Offshore Oil & Gas and
Pulp & Paper Industry.
13 FRP FRP (Fiber Reinforced Polymer) Battery
Battery Stands enhance durability and resistance to
Stand harsh chemicals reducing maintenance and
replacement costs. Their lightweight yet
sturdy design improves operational
efficiency and safety. These stands offer
superior corrosion resistance, ensuring
longevity and reliability in the demanding
environments of pulp and paper mills.
These are ideal for chemical industry
applications due to their high corrosion
resistance, electrical insulation, and robust
mechanical strength. These stands ensure
safety, durability, and reliability in harsh
environments, supporting heavy battery
systems while minimizing maintenance and
extending service life.
End Users: Chemical Industry, Electrical
Substation Product, Hotel Application,
Marinas & Docs, Offshore Oil & Gas, Pulp
& Paper Industry, Warehouse.
14 FRP/GRP FRP/GRP (Fiber/Glass Reinforced
Handrails Polymer) Handrails are suitable for
chemical processing plants and facilities
where exposure to corrosive chemicals is
common. Their chemical resistance and
non-reactive nature make them a preferred
choice for ensuring safety and durability in
these challenging environments.
End Users: Chemical Industry, Cooling
Tower Component, Electrical Substation
Product, Hotel Application, Marinas &
Docs, Offshore Oil & Gas, Construction and
National Warehouse.
15 FRP FRP (Fiber Reinforced Polymer) Fencing
Fencing has lightweight and non-conductive
properties ensure easy installation and
maintenance, enhancing operational
efficiency and safety in chemical plants.
These fences withstand harsh environments,
providing safety and longevity. These are
durable and corrosion- resistant for
chemical industry.
End Users: Chemical Industry, Coastal
Area, Electrical Substation Product, Hotel
Application, Marinas & Docs, Offshore Oil
& Gas, Waterpark, Warehouse, National
Park.
15316 GFRP GFRP (Glass Fiber Reinforced Polymer)
Rockbolts rebars are lightweight, high-strength
alternatives to steel rebars used in concrete
structures. GFRP Rebars are made from
fibers like glass, carbon, or basalt embedded
in a polymer resin, they are highly resistant
to corrosion, making them ideal for marine,
chemical, and infrastructure projects
exposed to harsh environments. Their non-
conductive and non-magnetic properties
make them suitable for electrical and
sensitive installations. With a high strength-
to-weight ratio and exceptional durability,
GFRP rebars offer a cost-effective, long-
lasting solution for projects requiring
reinforced concrete in challenging
conditions. In addition, the use of GFRP
rebars significantly reduces the occurrence
of concrete cracking, enhancing the
structural integrity and lifespan of concrete
constructions. Their non-magnetic
properties also make them an excellent
choice for applications where
electromagnetic neutrality is essential, such
as in medical facilities and sensitive
equipment zones.
End User: Metal & Mining Industry
OUR MANUFACTURING FACILITY
MANUFACTURING FACILITY
154OUR MANUFACTURING PROCESS
Manufacturing Process for FRP/GFRP Pultruded Products
Pultrusion is a manufacturing process used to create continuous lengths of Fiber-Reinforced Polymer (FRP) profiles with
constant cross-sections. In this process, fiber reinforcements, such as glass or carbon fibers, are pulled through a resin
bath to ensure thorough impregnation with liquid resin. The saturated fibers are then guided through a shaping die, where
they are formed into the desired profile shape. Subsequently, the profile passes through a heated die, where the resin is
cured (polymerized), resulting in a solid composite material that offers exceptional strength-to-weight ratio and resistance
to corrosion.
Process for FRP/GRP Pultruded Products is as follows:
The manufacturing operations described through above flow chat is explained as follows:
SELECT THE SET THE GLASS LIQUID RESIN
RAW FIBER & GLASS
GLASS FIBER DIP
MATERIALS ACCORDING TO PASSES
IN THE RESIN
GLASS ROVING THE DYE/MOULD THROUGH
& RESIN DYE/MOULD
PASSES
CUT THE ITEM & CHECK SOLID
THROUGH
FINISH AS PER INPROCESS MATERIAL
HEATER FOR
LENGTH ROUTINE TEST COME OUT
SOLIDIFY
FABRICATE THE CHECK FINAL QC
READY FOR
ITEM (IF TESTING/ TPIA
DISPACTH
REQUIRED) TESTING
Step 1: Selection of Raw
Materials:
At first we have to choose the A class raw materials for manufacturing the product i.e. Glass Roving & Resin. Resin type
is selected based on client specification.
155Step 2: Set up the Mould & Glass Rovings:
Then set up the profile mould based on client specification & set up the glass roving based on mould. Also need to cut
surface fabric glass mat according to the mould size.
Step 3: Glass Fiber Dipping in the Resin:
Now, glass fiber rovings & surface fabric mat is submerged in a resin mixture that includes pigments for colour. This
process ensures that the mat is thoroughly saturated with the resin, which provides structural integrity and durability.
Step 4: Liquid Resin & Glass Passes through Dye/Mould:
The material is passed through a die that shapes it into the required profile, such as an angle, channel, or hollow pipe. The
die is custom-made to match the desired dimensions and shapes.
Step 5: Passes through Heater for Solidification:
The material passes through the heater, which helps cure the resin.
Step 6: Solid Material Comes Out:
Curing solidifies the material into its final shape, giving it the required strength and rigidity.
Step 7: In-process Routine Test.
Check the inline quality such as straightness, thickness, size, surface finish, strength etc.
Step 8: Cut the Solidified Material:
Once cured, the profiles are cut to the specified lengths. This ensures that the finished product meets the dimensional
requirements of the customer or application.
Step 9: Fabricate the Item (if Required).
Once materials is tested, if required need to be fabricated as per customer specification.
Step 10: Final Inspection.
Check the final quality such as mechanical strength, chemical properties, visual etc.
Step 11: Ready for Dispatch
After fabrication, the finished profiles are bundled and packed for shipping.
Manufacturing Process for GFRP/ FRP Moulded Gratings:
Molded gratings are made through a process involving the combination of continuous glass fibers and resin in an open
mould. Typically, this process starts with the placement of continuous glass fibers (usually in the form of roving) into a
mould. The fibers are then impregnated with a liquid resin, often polyester or vinyl ester, using either a vacuum infusion
or hand lay-up method. Once the mould is filled, the resin is cured through heat and/or chemical catalysts to solidify the
composite material. After curing, the moulded gratings are demoulded/ejected and trimmed to the desired dimensions.
156FLOW CHART
Step 1: Selection of Raw Materials:
Firstly, we choose the raw materials for manufacturing the product i.e. Glass roving & Resin. Resin type is selected based
on client specification.
Step 2: Set Up the Grating Mould
And then at this stage Grating mould is cleaned before manufacturing.
Step 3: Set Up the Glass Rovings:
The glass fiber rovings are set based on the grating mould & size.
Step 4: Glass Fiber Dipping & Binding in The Mould
Now, glass fiber rovings are submerged in the resin mixture that includes pigments for colour. The glass fiber now binds
axially & circumferentially in the dye. The resin acts as a binder, holding the fibers together and providing structural
integrity.
Step 5: Surface Finish
Now, glass fiber rovings are submerged in the resin mixture that includes pigments for colour. The glass fiber now binds
axially & circumferentially in the dye. The resin acts as a binder, holding the fibers together and providing structural
integrity.
Step 6: Turn on the Heater
Now, we have to check the proper connection of the water heater, and if it's okay, then turn on the heater for curing the
resin.
Step 7: Curing
After binding, the material is left to cure. During curing, the resin hardens, bonding the fibers together and solidifying the
gratings.
Step 8: Grating Release
Once cured, the material is released by a hydraulic pin ejector system.
Step 9: In process Routine Test
Check the inline quality such as thickness, surface finish, etc.
Step 10: Fabricate/Repair the Item (If Required)
Once materials are tested, the grating is cut into the required size, Grind for smooth surface finish as per specifications.
157Step 11: Final Inspection.
Check the final quality such as mechanical strength, chemical properties, visual etc.
Step 12: Ready for Dispatch
After fabrication & finishing, the materials are ready for shipment to the end client.
Manufacturing Process for FRP/GRP PIPE
SET THE
SELECT THE SET THE PIPE
SET THE
CNC
RAW GLASS FIBER MANDREL GLASS
PROGRAMIN
MATERIALS ACCORDING ACCORDING FIBER DIP IN
G IN THE
GLASS & TO THE PIPE TO THE THE RESIN
CNC
RESIN DIAMETER CLIENT MACHINE
SPEC
LIQUID RESIN
SET THE & GLASS
CHECK ENTIRE PIPE WAIT FOR FIBER WIND
INPROCESS EXTRACT MANDREL IN THE UP IN THE
ROUTINE THE SOLID THE MATERIAL PIPE
TEST MATERIAL EXTRACTOR SELF MANDREL
MACHINE CURING ACCORDING
TO THE CNC
PROGRAMING
CHECK CUT THE
HYDROSTAT ITEM & FABRICATE CHECK FINAL
THE ITEM (IF QC TESTING/ READY FOR
IC PRESSURE FINISH AS
TESING PER LENGTH REQUIRED) TPIA TESTING DISPACTH
The manufacturing operations described through above diagram is explain as follows:
Step 1: Raw Material Selection:
We choose the raw materials for manufacturing the product i.e. Glass Roving & Resin. Resin type is selected based on
client specification.
Step 2: Set up the Glass Rovings:
In this step, we set up the set up the glass roving based on pipe diameter.
Step 3: Set up the Pipe Mandrel:
In this step, we set up the pipe mandrel based on pipe diameter. The mandrel acts as a mold that shapes the material into
a cylindrical form, ensuring the pipe has the required diameter.
Step 4: Set up the CNC Machine
Now, we have to set the CNC Automatic Programming to run the CNC Machine for manufacturing the pipe according
to the diameter.
Step 5: Glass Fiber Dipping in the Resin
Now, glass fiber rovings are submerged in a resin mixture that includes pigments for colour. The resin acts as a binder,
holding the fibers together and providing structural integrity, while the pigments give the pipe its final colour.
Step 6: Filament Winding
Filament winding is a precision process that ensures even distribution of the fibers and resin around the mandrel.
Step 7: Curing
After winding, the pipe is left to cure. During curing, the resin hardens, bonding the fibers together and solidifying the
pipe’s structure.
158Step 8: Set up the Extractor Machine
Now, we have to set the hydraulic based pipe extractor machine for extracting the curing pipe.
Step 9: Pipe Extraction
After machine set up, by the help of hydraulic pressure the pipe is extracted from the mandrel/mould.
Step 10: In-process Routine Test
Check the inline quality such as thickness, diameter, surface finish, strength, hydro Pressure etc.
Step 11: Check Hydrostatic Test/Pipe Leakage Test
Check for pipe leakage by applying hydrostatic pressure in the pipe according to the client's specified design pressure.
Step 12: Cutting & Finishing:
After the hydro test, the pipes are cut to the specified lengths. This ensures that the finished product meets the dimensional
requirements of the customer or application.
Step 13: Fabricate the Item (if Required)
Once materials are tested, the pipe is cut into the required lengths using specialized cutting tools as per specifications.
Step 14: Final Inspection.
Check the final quality such as mechanical strength, chemical properties, visual etc.
Step 15: Ready for Dispatch
Finally, after passing the final QC testing, the product is packaged and prepared for shipment. Products are wrapped or
bundled to protect them from damage during transport.
Manufacturing Process for FRP/GFRP SHEET
PUT THE CREATING
CUT THE LAYER LAY
RESIN IN A THE ONE
SELE CT GLASS UP WAIT FOR
THE RAW FIBER MAT / FLAT BY ONE ACCORDIN THE
TABLE & LAYER OF
MATERIALS CLOTH G TO THE MATERIAL
LAY UP RESIN &
GLASS & ACCORDIN THICKNESS SELF
WITH GLASS
RESIN G TO THE OF THE CURING
SIZE
GLASS FIBER
SHEET
FIBER MAT MAT/CLOTH
CHECK
FABRICATE CUT THE CHECK
FINAL QC
READY FOR THE ITEM ITEM & INPROCESS
TESTING/
DISPACTH (IF FINISH AS ROUTINE
TPIA
REQUIRED) PER SIZE TEST
TESTING
The manufacturing process for FRP (Fiber Reinforced Polymer) sheets involves creating composite materials by
combining glass fiber (for reinforcement) with a resin matrix (for binding). This process is typically referred to as hand
lay-up or manual lay-up, and it involves several steps to ensure the creation of strong, durable, and lightweight FRP
sheets. Below is a step-by-step explanation of the process you've outlined:
Step 1: Select the Raw Materials: Glass & Resin
The process begins with selecting raw materials, including fiberglass strands and resin. For procurement of raw materials,
the company requests for price quotations from its various suppliers (imported or domestic) through mail, calls and
WhatsApp. After receiving the price quotations, company compares the rates received from such suppliers and
accordingly issues Purchase Order to the suppliers.
Step 2: Cut the Glass Fiber Mat/Cloth According to the Size
The glass fiber mat or cloth is cut into pieces of specific sizes and shapes based on the dimensions of the final FRP sheet
to be produced. The cutting ensures the correct amount of material is available to form the layers that will constitute the
final sheet. The size and number of pieces depend on the thickness of the final sheet and the layout of the glass fibers.
159Step 3: Put the Resin on a Flat Table & Lay Up with Glass Fiber Mat
A flat lay-up table is prepared for the hand-lay-up process. Resin is first applied to the table surface, ensuring a uniform
layer of resin is spread out. The resin is typically applied in a liquid form and is mixed with a hardener (for thermosetting
resins like polyester or epoxy) to begin the curing process once it is exposed to heat or air. Then the resin is carefully
spread over the glass fibers to make sure that every fiber is completely impregnated, which is essential for achieving
strong bonding.
Step 4: Creating One by One Layer of Resin & Glass Fiber Mat/Cloth
Layer-by-layer application: The lay-up process involves placing one layer of resin and glass fiber mat at a time. Each
layer is carefully placed to ensure even resin impregnation and proper adhesion between layers. This step ensures that the
fibers are properly oriented and that the resin is distributed evenly throughout the glass fiber mat/cloth. The number of
layers depends on the thickness of the desired FRP sheet. A thicker sheet will require more layers to be applied.
Step 5: Layer Lay-Up According to the Thickness of the Sheet
The thickness of the FRP sheet is determined by the number of layers of glass fiber mat/cloth applied. If a thicker sheet
is needed, more layers of glass fiber and resin are applied. This process continues until the required thickness is achieved.
The layering process also allows for customization of the sheet's mechanical properties. For example, adding more layers
can increase the strength or stiffness of the sheet.
Step 6: Wait for the Material to Self-Cure
Self-Curing: After the layers of resin and glass fiber have been applied, the material is left to cure. Depending on the type
of resin used, this curing can either take place at room temperature (for slower-curing resins) or with the help of heat (if
a faster cure is needed).
Step 7: Check In-Process Routine Tests
In-Process Quality Control: Throughout the manufacturing process, quality checks are performed to ensure that the
material is being produced correctly.
Step 8: Cut the Item & Finish as Per Size
Cutting: Once the material has fully cured and solidified, it is cut to the desired size. The cutting is typically done using
a saw or laser cutter to ensure precise dimensions. The sheets may also be trimmed at the edges to remove any excess or
rough spots left over from the lay-up process.
Finishing: After cutting, the sheets may need some additional finishing processes, such as sanding or polishing, to improve
the surface finish and remove any imperfections.
Step 9: Fabricate the Item (If Required)
If the FRP sheet needs to be shaped or formed into specific items, additional fabrication steps are performed i.e. Molding
or pressing the sheet into the required form, bending, curving, or cutting the sheet to create parts that are used in specific
applications (e.g., roof panels, wall panels, containers).
Additional reinforcements or layering may be applied to certain areas to meet structural or design requirements.
Step 10: Check Final QC Testing/TPIA Testing
Final Quality Control (QC): Once the FRP sheet is finished, final testing is conducted to ensure it meets the required
standards.
Mechanical Testing: Tests for tensile strength, impact resistance, flexural strength, and other mechanical properties to
verify the sheet’s performance.
Dimensional Verification: Ensuring that the final product meets the specified dimensions and tolerances.
Visual Inspection: Ensuring that there are no visible defects, such as cracks or delaminations.
Step 11: Ready for Dispatch
Once the FRP sheets pass final QC testing and any additional fabrication steps, the product is packaged and prepared for
shipment.
160Manufacturing Process for GFRP BAR
SELECT THE RAW SET THE GLASS LIQUID RESIN &
MATERIALS FIBER GLASS FIBRE DIP GLASS PASSES
ACCORDING TO IN THE RESIN
GLASS & RESIN THROUGH DIE
THE DIAMETER
PASSES
CUT THE BAR & CHECK
SOLID MATERIAL THROUGH
FINISH AS PER INPROCESS
COME OUT HEATER FOR
LENGTH ROUTINE TEST
SOLIDIFY
CHECK FINAL QC READY FOR
TESTING DISPACTH
Step 1: Selection of Raw Materials:
At first we have to choose the A class raw materials for manufacturing the product i.e. Glass Roving & Resin. Resin type
is selected based on client specification.
Step 2: Set Up the Mould & Glass Rovings
The dye is set up based on the client specifications.
Step 3: Glass Fiber Dipping in The Resin
Now, glass fiber rovings are dipped into a bath that contains the resin mixture. This ensures that the fibers are fully
saturated with resin, providing the strength needed for the final product.
Step 4: Liquid Resin & Glass Passes Through Dye
After soaking in the resin mixture, the rovings are passed through die, which gives it the required shape. The die gives
the rod its uniform diameter and ensures consistency in the finished product.
Step 5: Passes Through Heater for Solidification
The die is connected to a heating system that cures the resin as the rod passes through. This process hardens the resin,
bonding the fibers together and giving the rod its strength and rigidity.
Step 6: Solid Material Comes Out
Once the rod is cured, it is cut into specific lengths according to customer requirements or industry standards. This ensures
that the rods are ready for use in various structural or industrial applications.
Step 7: In process Routine Test
At this stage we take the routine test to inline the quality of the product such as straightness, diameter, strength etc.
Step 8: Cut the Solidified Material:
Once cured, the bars are cut to the specified lengths. This ensures that the finished product meets the dimensional
requirements of the customer or application.
Step 9: Final Inspection.
Check the final quality such as mechanical strength, chemical properties, visual etc.
161Step 10: Ready for Dispatch
After testing, the rods are bundled together and packed for distribution. GFRP Rebar are known for their high strength,
lightweight properties, and corrosion resistance, making them ideal for use in construction and infrastructure projects.
OUR COMPETITIVE STRENGTHS
• Diverse Product Range:
Our Company offers a broad selection of GFRP products, including GFRP Rebars, GFRP grating walkway, GFRP Tubes,
GFRP Fencing for Transformer, GFRP Cable Trays, Fiberglass pipe for flue gas, Fiberglass Spray Pipe, Fiberglass Trench
Cover catering to various industries such as chemicals, Infrastructures, Power, marines, mining, and other industrial
sectors. Additionally, the Company provides customized solutions producing products in different sizes, shapes and
profiles based on customer-specific requirements.
• Customer Diversification
We market and sell our products both domestically and internationally. Within the domestic market, our products are
distributed directly to end customers. Since commencing our export operations in 2010, we have successfully reached 11
countries.
• Superior Material Quality:
High-grade materials, including woven roving, glass fiber cloth, and Milo film, ensure that the company’s GFRP/FRP
products are durable and highly resistant to corrosion. This material quality is essential for applications in challenging
environments, such as chemical, marine, and industrial sectors, where product longevity and strength are critical.
• Consistently meeting quality standards
Fine-grade materials, including woven roving, glass fiber cloth, and milo film, ensure that the company’s GFRP products
are durable and resistant to corrosion. This material quality is essential for applications in challenging environments such
as chemical, marine and industrial sectors where product longevity and strength are critical.
• Advanced Manufacturing Technology
The Company employs technologies like filament winding, precision curing and automated cutting, ensuring consistency
in product quality and uniformity. These processes also help reduce material waste, which contributes to overall cost
efficiency and shorter production cycles, enabling faster delivery without compromising on quality.
• Customization and Flexibility
With the ability to design and manufacture GFRP/FRP products in various sizes, profiles, and shapes, the Company can
meet the specific needs of its customers. This flexibility allows it to cater to a wider range of applications, giving it an
advantage over competitors who may offer more limited customization options.
• Enhanced Durability and Corrosion Resistance
The Company’s FRP products are known for their exceptional corrosion resistance, making them ideal for use in
demanding environments. This durability not only extends the product lifespan but also reduces maintenance needs, which
offers customers long-term cost savings when compared to traditional materials like steel or wood.
• Cost Competitiveness:
The company’s streamlined production methods, such as minimizing material waste and optimizing resource usage, allow
it to offer competitive pricing. Despite lower costs, the company maintains high product quality, making its GFRP/FRP
products an attractive option for cost-conscious customers.
• Lightweight with High Strength
FRP products produced by the Company have good strength-to-weight ratio, making them strong yet lightweight. This
combination makes handling, transportation, and installation easier and more cost-effective for customers, especially in
industries where reducing weight is crucial.
162• Sustainability and Eco-Friendly Initiatives
GFRP/FRP is a composite material that combines the benefits of glass polymer and resins. Insulation is often integrated
into GFRP structures to enhance their thermal performance. Thermal Insulation reduces heat transfer between GFRP/FRP
structures and surrounding environment, reducing energy losses and maintain a consistent temperature. This energy
savings makes the products more sustainable and environment friendly. GFRP/FRP products has increased durability,
non-conductive, non-magnetic, environment friendly, less carbon emission, reduced noise transmission and cost and
energy saving. GFRP/FRP products’ manufacturing process do not involve boiler or furnace beside it uses thermal and
insulation processes that as an automatic consequence reduces carbon emission and saves energy.
OUR BUSINESS STRATEGY
Setup of new integrated manufacturing unit
We are currently in the process of setting up a new manufacturing unit at District: Paschim Midnapore, Thana: Kharagpur,
Gram Panchayat: Sankoa, Mouza: Sanmaninathpur, JL No: 350, Pin- 721301, West Bengal measuring land area of about
163 decimal (71000 sq. ft approx.), to expand our manufacturing capabilities, for which our Company has entered into
the agreement of sale with the owner of the land i.e. Shraddha Overseas Private Limited dated December 04, 2024. Hence
for the same the company has to pay a sum of ₹ 4,03,00,000/- (Rupees Four Crores Three Lakhs Only) to Shraddha
Overseas Private Limited, who’s the owner of the said land for its purchase. Further the company will incur Land
registration cost and Stamp duty approximately ₹. 4.03 lakhs and ₹ 24.18 lakhs respectively. The company has already
paid an advance amount of ₹ 5.00 Lakhs at the time of agreement and the company is proposed to pay the balance amount
including Land registration cost and Stamp duty of ₹ 426.21 Lakhs through its internal accrual. Our Company intends
to make capital expenditure towards construction and civil work and setting up additional manufacturing unit on the
aforementioned land and accordingly proposed to construct a factory shed having approximately 50000 sq. ft. buildup
area. We have prepared a cost estimate for executing, designing, supervision and procuring all relevant construction and
installation. The total estimated cost for setting up the factory is around ₹ 357.38 lakhs, out of which the entire amount is
intended to be funded from the Net Proceeds. This has been estimated by our management based on quotations received
from third party suppliers/ service providers. Additionally, new manufacturing unit for which requisite machineries like
AGP- line- 2.01 (Production of bent elements from 4 to 16 mm diameter, the production on rate is 4960 items with a
length of 1.7 meters), AGP- line- 2.01 (Production of composite mesh with a width of 2 meters, cells 50*50 to 200*200
mm. Diameter from 2 to 8 mm) etc. will be purchased and installed. Such purchase and installation of machines along
with required civil construction and installation of solar power plant is to be funded from Net Offer proceeds of ₹ 443.29
Lakhs. We believe that this investment will enhance operational efficiency and cost-effectiveness in our manufacturing
process. For further details, please refer to chapter titled “Objects of the Issue” beginning on page 103 of this Red Herring
Prospectus . The plant & machinery at the unit under expansion is targeted to be more automated to reduce human
intervention and thus decreasing the scope of human error. We believe that the entire activity will lead to higher efficiency
and production output.
Diversification of Product Portfolio
The company is continue to strengthen our existing diversified product portfolio and amplify new product lines : Our
product portfolio consists of various GFRP/FRP products like GFRP Rebars, GFRP Pultruded Structural Profiles, GFRP
Handrails, GFRP Cable trays, GFRP Fencing, GFRP Pipes, GFRP Rods, GFRP Gratings and Walkways, etc. for various
industrial uses. Offering customization services for specific industries can attract niche markets by providing tailored
solutions. We further seek to offer new products to cater to the evolving requirements of a large customer base and cover
newer customer segments across various countries. Additionally, in-house research and development (R&D) process to
innovate new resin formulations or composite materials, such as fire-resistant or biodegradable resins, will enhance the
company’s offerings and position it as a leader in sustainable product development.
The details of R&D expenses incurred by the Company for the previous three financial years are as follows:
(₹ in Lakhs)
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Calibration Charges - 0.53 1.97
Consumables Stores 16.63 6.50 8.62
Lab Expenses - 0.06 -
Salary Expenditure 8.35 4.46 4.07
Testing Charges 1.66 11.05 1.00
Total 26.64 22.60 15.66
Expand Market Reach
163Currently, we market our products to various countries and gradually we intend to expand our business operations to
other counties across the world. We plan to continue our strategy of diversifying and expanding our presence in other
countries as well as other untouched regions within the country for the growth of our business. We are selective in
expanding to new locations and look at new geographies where we can deliver our products without experiencing
significant delays and interruptions. Through further diversification of our operations geographically, we hope to hedge
against risks of operations in only specific areas and protection from fluctuations resulting from business concentration
in limited geographical areas. We intend to cater to the increasing demand of our existing customers and also to increase
our existing customer base by enhancing the reach of our products in different parts of the country and world. We aim to
achieve this by adding value to our customers through quality assurance, timely delivery and reliability.
Competitive Pricing and Cost Management
To remain competitive in a price-sensitive market, the company intend to focus on reducing production costs by
optimizing raw material usage, increasing operational efficiency, and leveraging economies of scale. Developing flexible
pricing models, such as tiered pricing based on order size or long-term contracts, will attract larger clients and help
increase market share. By managing costs effectively, the company can maintain profitability while offering competitive
prices to its customers.
SWOT ANALYSIS OF OUR COMPANY
STRENGTH WEAKNESS
• Product Quality • Limited Global Reach
Good quality, durable, and advanced insulation Less penetration in international markets compared to
materials with thermal and better performance keeping domestic presence.
in mind the compliance with international quality
standards (e.g., ISO).
• Cost Advantages • Operational Challenges
Lower labour and production costs compared to global Possible inefficiencies in supply chain management or
competitor. We achieve economies of scale through production processes and Dependence on third-party
large-scale production. suppliers for critical materials.
• Market Presence • Regulatory Compliance
Established presence in the domestic and international Navigating complex regulatory requirements and
market with a distribution network. compliance issues and Costs associated with meeting
international standards and certifications.
OPPORTUNITY THREAT
• Market Growth • Intense Competition
Increasing demand energy-efficient and sustainable Fierce competition from domestic and international
building solutions. manufacturer and Pressure to differentiate products and
maintain competitive pricing.
• Export Potential • Economic Fluctuations:
Expanding into emerging markets or new geographic Vulnerability to economic downturns or fluctuations in
regions and government incentives to boost exports. construction and manufacturing sectors and impact on
project budgets and investment in insulation solutions.
• Technological Advancements • Regulatory and Trade Barriers:
Adoption of advanced manufacturing technologies Changes in trade policies, tariffs, and regulatory
(e.g., automation, IoT) and Enhancing production requirements and non-tariff barriers affecting international
efficiency and reducing costs through technology. market access.
• Environmental Regulations:
Stricter environmental regulations increasing compliance
costs and Pressure to adopt sustainable practices and reduce
environmental impact.
• Technological Disruption:
Rapid technological changes requiring continuous
investment in upgrades and risk of obsolescence if unable to
keep pace with technological advancements.
SAFETY, QUALITY CONTROL AND CERTIFICATIONS
Our business is focused on emphasizing on quality, environment, health and safety. We believe that maintaining standard
quality for our products is critical to our continued growth.
164We have applied for fire safety certificates granted by Government of West Bengal for our manufacturing facilities
situated at Village – Ramdevpur, PO- Bawali, Bishnupur, Parganas South - 743384, West Bengal, India.
Treatment of Pollution
The Company holds consent for their unit at Sanjua Maheshtala Main Road, Vill:Ramdebpur, P.O.:Bawali, P.S-
Bishnupur, Dist.:-24 Parganas (South), PIN:-743304 under Section 25 & 26 of the Water (Prevention and Control of
Pollution) Act, 1974, and Section 21 of the Air (Prevention and Control of Pollution) Act, 1981.
Information Technology
Our factory is connected to our central IT network that facilitates monitoring of our operations and management of supply
chain. Our IT infrastructure enables us to track procurement of raw materials, sale of finished goods, payments to vendors
and receivables from customers. We are using Tally Accounting & Billing Software for our accounting solutions, e-
invoicing and e-way bill.
Quality Certifications
Our products are manufactured under controlled conditions & suitable working environment is provided. We have follow
standard operating procedures to ensure product quality and customer satisfaction which are focused on providing
products conforming to applicable standards, meeting customer requirements, and improving performance and
effectiveness of our quality management system. We have quality testing laboratories at our manufacturing unit that are
equipped to perform incoming material inspection, in-process inspection and final inspection. As on March 31, 2025 we
have 8 employees under Quality & maintenance, who are taking care of Quality management.
Particulars / Certificate /
Sr. No. Date of Registration Validity / Status
Description Registration Number
1. ISO 9001:2015 UCSPL8024I02721 August 11, 2024 November 07, 2027
MARKETING STRATEGY
We leverage a multifaceted marketing strategy to effectively promote our GFRP/FRP products by focusing on the unique
needs of key industries such as Chemicals, Power & Fuel, Marines, Railway Infra and other industrial sectors. Our strategy
highlights quality, innovative features, and performance benefits of our GFRP products, including enhanced strength-to-
weight ratios and eco-friendly materials. We aim to stand out from competitors through competitive pricing and a
compelling value proposition. We have strategized to diversify our export markets by actively seeking new markets,
countries to reduce our dependence on existing export markets and customers. Further, we are ensuring to remain
competitive and aligned with evolving international market demands for our products. We are additionally, enhancing
our digital presence by investing in digital marketing initiatives and conducting exhibitions to increase our online
visibility and attract new international customers.
As a part of our marketing and promotional activity, we employ marketing techniques such as participation in Exhibitions
like The World of Concrete India (WOC) in October 2024, Assam Exhibition in August 2024 and Indian Road Congress
(IRC) Exhibition in November 2024 for showcasing our products to a wide audience of buyers, both domestically and
internationally. The exhibitions and advertisements give us a platform to exhibit our products.
INFRASTRUCTURE FACILITIES FOR UTILITIES LIKE ELECTRICITY WATER & POWER
Infrastructure Facilities
Our registered office and factory (manufacturing facility) both are situated at Village – Ramdevpur, PO- Bawali,
Bishnupur, Parganas South - 743384, West Bengal, India. They are well equipped with requisite utilities, infrastructure
facilities, computer systems, internet connectivity, other communication equipment, security and other facilities which
are required for our business operations to function smoothly.
OUR REGISTERED OFFICE
165OUR FACTORY
Electricity
Our Company’s registered office and factory fulfil their power requirements by purchasing electricity from the state
electricity board - West Bengal State Electricity Distribution Company Limited and have invested in backup generators
to mitigate any potential power outages, thereby safeguarding operational continuity. Backup generators or
uninterruptible power supplies (UPS) are important to prevent production downtime in case of power outages.
Water
Water is a key and indispensable resource requirement in our production process. Water is often used in cooling systems
for curing processes and to maintain optimal temperatures for machinery and moulds. Our Company has made adequate
arrangements to meet its water requirements.
The water requirements are met through two sources municipal supply and borewells. This dual- source approach
ensures a consistent and reliable water supply, supporting our manufacturing process.
PLANT & MACHINERY
The major plant & machinery installed in our Factory as on March 31, 2025 includes:
Sr. No. of Machinery
Name of Plant & Machineries Owned/rented
No. Installed
1661 Universal Testing machine Digital-cum-computerised type 1 Owned
120/1200 KN Capacity
2 Electronic Extensometer strain gauge type for measuring 1 Owned
elongation as per IS: 1786 (revised) 10mm stroke, 40mm
gripping diameter and ladder
3 FRP Rock Bolt Making Machine 1 Owned
4 Spare Parts (Details of spare parts pu pads 300pcs, Heaters 449 Owned
40pcs, Mat 100pcs)
5 APC-2.01 2 Owned
6 500kva Dissel Generating Set Complete 1 Owned
7 Aluminium Casting Heater 28 Owned
550mml*160mmd*40mm*80mm*40mm*25mm*thickness with
8mmd* centre Hole*275mml centre Hole*1100w*220v
8 Aluminium Casting Heater 150mml*250mm*230v700w 4 Owned
9 Aluminium Casting Heater 3 Owned
10 4-2 Boring Deptyhal 1 Owned
11 APC Line-2.01 (Equipment for Production of finished products 6 Owned
the composite reinforcement viz GFRP items)
CAPACITY AND CAPACITY UTILIZATION
The following table sets forth annual installed production capacity and annual utilized capacity in respect of different
products is tabulated as below:
Installed Installed Actual Capacity Utilization Year wise*
Product
Capacity March Utilised March Utilised March Utilised March Utilised
Name^
(In Tons) 25 % 24 % 23 % 22 %
FRP Rebars 1320 1122.28 85.02% 844.8 64.00% 752.4 57.00% 369.6 28.00%
FRP Grating 57.93 23.38 40.36% 40.55 70.00% 34.76 60.00% 24.33 42.00%
FRP Pultrusion 507.23 382.32 75.38% 390.56 77.00% 355.06 70.00% 228.25 45.00%
FRP Pipe 93.29 81.16 87.00% 66.96 71.78% 74.63 80.00% 49.44 53.00%
* As certified by Chartered Mechanical Engineer, Ankit Gupta pursuant to their certificate dated July 11, 2025.
^All FRP Products mentioned in table above includes GFRP Products also.
MATERIAL CONTRACTS
There are no material contracts as on date of filing this Red Herring Prospectus.
HUMAN RESOURCE
We believe that our employees are key contributors to the success of our business. We focus on attracting and retaining
the best possible talent. Our company looks for skills, interests and background that would be an asset for our business.
We have not experienced any material strikes, work stoppages, labour disputes or actions by or with our employees and
we consider our relationship with our employees to be good. All the employees who are employed in their respective
departments work with integrity to make sure the operation the company has fulfilled and the targets the company has set
are achieved.
There are no contractual employees in our Business at the time filing of Red Herring Prospectus
The attrition rate of Employees for last three years are 7.14%, 0%, and 0%, for the year 2024-25, 2023-24 & 2022-23
respectively.
As of the date of March 31, 2025, there are total of 54 employees.
The details of number of employees of the company as on March 31, 2025 is as follows:
Functions/ Department Number of Employees as on March 31, 2025
Top Level Management 4
Accounts & Finance 2
Compliance 1
Maintenance 3
167Production & Operations 7
Quality 2
Labour engaged in principal business activities 35
Total Employees 54
We have encountered no significant work disruptions to date, and we believe that we have maintained good relations with
our employees.
Further, the details of employee and related costs along with % of revenue is as below:
(₹In Lakhs)
For the Financial Year ended
% of Revenue % of Revenue % of Revenue
Particulars March March March
from from from
31, 2025 31, 2024 31, 2023
operations operations operations
Salaries, Wages & Bonus 92.47 2.84% 39.38 1.38% 32.12 1.34%
Director's Remuneration 60.00 1.84% 60.00 2.11% 60.00 2.50%
Gratuity 0.56 0.02% 4.61 0.16% 3.93 0.16%
Contribution to ESI & EPF 6.14 0.19% 3.88 0.14% 2.33 0.10%
Total 159.17 4.89% 107.87 3.79% 98.39 4.10%
COMPETITION
We face competition from a diverse range of domestic and international players in the market. At the regional level, many
of our competitors are part well-established companies with strong brand recognition, extensive distribution networks,
and cost. These large players benefit from economies of scale and established market presence. Additionally, we compete
with numerous smaller manufacturers who may offer lower prices, greater flexibility, and specialized GFRP/FRP products
tailored to niche applications.
Innovation plays a crucial role in the GFRP/FRP market. Companies investing in research and development to create
advanced features, such as improved thermal properties, increased strength-to-weight ratios, or eco-friendly composites,
can differentiate themselves and attract customers seeking cutting-edge solutions. As one of the few companies in the
organized sector manufacturing GFRP products, we are well-positioned to leverage our industry standing. The
introduction of GST has accelerated the contraction of the unorganized market, creating opportunities for organized
companies like ours to expand more rapidly.
We are not into online sales and digital marketing but growing importance of online sales channels means that competitors
with a robust digital presence can reach a broader customer base. Efficient online marketing strategies and e-commerce
capabilities can significantly impact market reach. Moreover, strong relationships with distributors and wholesalers are
essential, as companies with well-established distribution networks can secure better market coverage and customer
access.
COLLABORATIONS/TIE-UP/JOINT VENTURE
There are no collaborations as on date of filing this Red Herring Prospectus.
IMPORTS-EXPORTS OBLIGATIONS
There are no Import- Export Obligation as on date of filing this Red Herring Prospectus.
OUR PROPERTIES
The detail of our properties owned or leased by our Company are as follows which are yet to be registered in the name of
the Company:
1. Details of properties owned in the name of ARC Insulation & Insulators Private Limited:
License/
Sr. Date of Square
Area Leased/ Location of the Property Purpose
No. Agreement Metres
Owned
1. 24-Jun-09 15 606.90 Owned Village - Ramdevpur, PO - Registered office &
Decimal Bawali Parganas South, Factory
Bishnupur - 700137, West
168License/
Sr. Date of Square
Area Leased/ Location of the Property Purpose
No. Agreement Metres
Owned
Bengal, India
2 01-May-09 84 3398.64 Owned R.S. & Lr- Dag No. Lr 170, Registered office &
Decimal 718,719, Khatian Factory
No.112,152,59,205,388,88,438
,53,65,22,49/2,60,66/1,58,168,
190,333,425,53,65 Mouza
Ramdevpur And Bishnupur,
Khagramuri Gram Panchayat,
District South 24 Parganas –
743384
3 14-Aug-18 3.3 133.52 Owned Plot No.- LR 721, 722, 723 Registered office &
Decimal Khatian No.- LR-69, District- Factory
Parganas South, P.S-Bishnupur
Gram, Panchayat-Khagramuri,
Mouza Ramdebpur-700140
4 26-Mar-19 8.35 337.84 Owned Plot No.- LR 721, 722, 723 Registered office &
Decimal Khatian No.- LR-49/1, L.R. Factory
49/1, L.R. 49/1, District-
Parganas South, P.S-Bishnupur
Gram, Panchayat-Khagramuri,
Mouza Ramdebpur-700140
5 28-Mar-19 3 Decimal 121.38 Owned Plot No.- LR 721, 722, 723, Registered office &
Khatian No.- LR-761, District- Factory
Parganas South, P.S-Bishnupur
Gram, Panchayat-Khagramuri,
Mouza Ramdebpur-700140
6 01-Apr-19 8.352 337.92 Owned Plot No.- LR 721, 722, 723 Registered office &
Decimal Khatian No.- LR-49/1, L.R. Factory
49/1, L.R. 49/1, District-
Parganas South, P.S-Bishnupur
Gram, Panchayat-Khagramuri,
Mouza Ramdebpur-700140
7 29-Jan-21 8 Decimal 323.68 Owned Plot No. L.R.-713, Khatian No. Registered office &
788, District Parganas South, Factory
P.S. Bishnupur, Mouza,
Ramdebpur-700140
8 29-Jan-21 8 Decimal 323.68 Owned Plot No. L.R.-713, Khatian No. Registered office &
788, District Parganas South, Factory
P.S. Bishnupur, Mouza,
Ramdebpur-700140
9 26-Sep-22 2.10 84.97 Owned R.S & L.R Plot No-721, L.R Labour Quarter for Daily
Decimal Khatian No. 69 & 761, Mouza- Wages
Ramdebpur, P.S. Bishnupur,
J.L No. 7, Touzi No. 63,
Parganas South, West Bengal
2.10 84.97 R.S & L.R Plot No -722, L.R
Decimal Khatian No. 69 & 761, Mouza-
Ramdebpur, P.S. Bishnupur,
J.L No. 7, Touzi No. 63,
Parganas South, West Bengal,
India
10 26-Sep-22 2.10 84.97 Owned R.S & L.R Plot No-723, L.R Labour Quarter for Daily
Decimal Khatian No. 69 & 761, Mouza- Wages
Ramdebpur, P.S. Bishnupur,
J.L No. 7, Touzi No. 63,
Parganas South, West Bengal
169License/
Sr. Date of Square
Area Leased/ Location of the Property Purpose
No. Agreement Metres
Owned
11 27-Mar-23 6 Decimal 242.76 Owned Mouza-Samali, R.S. Dag &
L.R. Dag No. 96, R.S. Khatian
No. 525, L.R. Khatian No.
3589, Bishnupur, J.L No. 23,
R.S. No. 91, Tiuzi No. 14, Vacant Land
Parganas South – 700104, West
Bengal
12 27-Mar-23 6 Decimal 242.76 Owned Mouza-Samali in R.S. Dag &
L.R. Dag No. 96, R.S. Khatian
No. 525, L.R. Khatian No.
3590, Bishnupur Magura
District J.L No. 23, R.S. No. 91, Vacant Land
Tiuzi No. 14, Parganas South,
Alipore-700104
13 31-Mar-23 11 445.06 Owned Mouza-Samali, L.R. Dag No.
Decimal 88, L.R. Khatian No. 2067, J.L.
No. 23, Touzi No. 14, R.S. No.
Vacant Land
91, Bishnupur, Parganas South
– 700104, West Bengal
14 21-Jun-23 12 485.52 Owned Mouza-Samali, L.R. Dag No.
Decimal 88, L.R. Khatian No. 2067, J.L.
No. 23, Touzi No. 14, R.S. No.
Vacant Land
91, Bishnupur, Parganas South
– 700104, West Bengal
15 20-Jul-23 13 525.98 Owned Mouza-Samali, R.S. No. 156,
Decimal Touzi No. 14, R.S. & L.R Dag
No. 93, 95 R.S. Khatian No.
535, L.R. Khatian No. 702,
1712, 1401, 1437, 408, 1437,
Vacant Land
1496, 691, Pargana-Magura,
Alipore, Parganas South -
700104, West Bengal, India
16 07-Aug-23 6.83 276.34 Owned Mouza-Samali, J.L. No. 23,
Decimal Touzi No. 1, R.S No. 91,
Bishnupur, Parganas South - Vacant Land
700104, West Bengal
17 07-Aug-23 5.66 229.00 Owned Mouza-Samali, J.L. No. 23,
Decimal Touzi No. 1, R.S No. 91,
Bishnupur, Parganas South - Vacant Land
700104, West Bengal
18 24-Sep-24 17 687.82 Owned R.S. & L.R. Dag No. 88, L.R.
Decimal Khaitan No. 372, 425, 2304,
2457, Mouza-Samali, J.L. No.
23, Touzi No. 14, Pargana –
Magura, R.S No. 91, Vacant Land
Bishnupur, Parganas South -
700104, West Bengal
19 24-Sep-24 14 566.44 Owned R.S. & L.R. Dag No. 95, L.R. Vacant Land
Decimal Khaitan No. 1401, 2257, 2318,
2319, Mouza-Samali, J.L. No.
23, Touzi No. 14, Pargana –
Magura, R.S No. 91,
Bishnupur, Parganas South -
700104, West Bengal
20 24-Sep-24 32 1294.72 Owned R.S. & L.R. Dag No. 97, L.R. Vacant Land
Decimal Khaitan No. 372, 425, 477,
2117, 2653, Mouza-Samali,
J.L. No. 23, Touzi No. 14,
Pargana – Magura, R.S No. 91,
170License/
Sr. Date of Square
Area Leased/ Location of the Property Purpose
No. Agreement Metres
Owned
Bishnupur, Parganas South -
700104, West Bengal
21 24-Sep-24 19 768.74 Owned R.S. & L.R. Dag No. 96, L.R. Vacant Land
Decimal Khaitan No. 3588, 3589, 3675,
3676, Mouza-Samali, J.L. No.
23, Touzi No. 14, Pargana –
Magura, R.S No. 91,
Bishnupur, Parganas South -
700104, West Bengal
INSURANCE POLICIES
Our Company maintains insurance against various risks inherent in our business activities. While we believe that the
insurance coverage which we maintain is in keeping with industry standards and would be reasonably adequate to cover
the normal risks associated with the operation of our businesses, we cannot assure you that any claim under the insurance
policies maintained by us will be honoured fully, in part or on time, or that we have taken out sufficient insurance to cover
all our losses. The following are the details of the insurance policies obtained by our Company:
Sr. Name of Type of Policy No. Validity Sum Premiu Frequenc Purpose of
No the Policy Period Insured (₹) m (₹) * y of insurance
Insurance Premium
Policy
Company
ICICI Private 3001/258092 September 34,46,100.0 25,784.0 Yearly Covers
1. Lombard Car 424/02/000 15, 2024 to 0 0 damages due
General Packag September to accidents
Insurance e Policy 14, 2025
Company
Limited
Reliance Open 1517225242 May 19, 11,00,00,00 19,470.0 Yearly Covers goods
2. General Policy- 3M000425 2025 to 0.00 000 in transit
Insurance Inland May 18, (domestic and
Company & 2026 international)
Limited Import/
Export^
Zuno Vehicle 900852990 June 04, 3,45,148.00 11,786.0 Yearly Covers
3. General Insuran 2025 to 0 damages due
Insurance ce June 03, to accidents
Limited Policy^ 2026
Zuno Stand- 900830311 April 05, 7,42,000.00 18,721.0 Yearly Covers
4. General Alone 2025 to 0 damages due
Insurance Own April 04, to accidents
Limited Damag 2026
e
Private
Car
Insuran
ce
Policy^
SBI Burglar 0000000042 April 10, 6,60,47,400. 5,900.00 Yearly Covers losses
5. General y 903498 2025 to 00 due to theft of
Insurance Insuran April 09, goods
Company ce 2026
Limited Policy^
SBI SBI 0000000042 April 10, 20,72,17,84 4,37,686. Yearly Covers losses
6. General General 883390 2025 to 0.00 00 due to fire,
Insurance Bharat April 09, including
Laghu 2026 damage to
171Sr. Name of Type of Policy No. Validity Sum Premiu Frequenc Purpose of
No the Policy Period Insured (₹) m (₹) * y of insurance
Insurance Premium
Policy
Company
Company Udyam building,
Limited Suraksh machinery,
a^ goods.
Tata AIG Auto 6203424438 September 9,63,868.00 15,106.0 Yearly Covers
7. General Secure 00 00 18, 2024 to 0 damages due
Insurance - September to accidents
Company Private 17, 2025
Limited Car
Packag
e
Policy^
* Please note that the premium payable is inclusive of GST.
^ The insurance policy is in the name of private limited - ARC Insulation & Insulators Private Limited
KEYMAN INSURANCE
The Company is in the process of obtaining a Key Man Insurance policy for one of the Promoter Mr. Manish Bajoria. The final details
of the policy, including the sum assured, will be updated and disclosed at the time of filing the Prospectus.
INTELLECTUAL PROPERTY
Sr. Description Application is Mark/Label Registration Class* Date of Status
No. in the name of Number/ Application
Application
Number
1. Registration Arc Insulation 17 September Formalities
for Trade Mark & Insulators 6622120 13, 2024 Check
Limited Pass
2. Registration Arc Insulation 17# January 13, Formalities
for Trade Mark & Insulators 2025 Check
6803866
Limited Pass
3. Registration Arc Insulation 19# January 13, Formalities
for Trade Mark & Insulators 2025 Check
Limited 6803867 Pass
4. Registration Arc Insulation 35# January 13, Formalities
for Trade Mark & Insulators 6803868 2025 Check
Limited Pass
5. Registration Arc Insulation 17# January 13, Formalities
for Trade Mark & Insulators 6803869 2025 Check
Limited Pass
6. Registration Arc Insulation 19# January 13, Formalities
for Trade Mark & Insulators 6803870 2025 Check
Limited Pass
7. Registration Arc Insulation 35# January 13, Formalities
for Trade Mark & Insulators 6803871 2025 Check
Limited Pass
8. Registration Arc Insulation 17# January 13, Formalities
for Trade Mark & Insulators 2025 Check
Limited 6803872 Pass
1729. Registration Arc Insulation 19# January 13, Formalities
for Trade Mark & Insulators 2025 Check
6803873
Limited Pass
10. Registration Arc Insulation 6803874 35# January 13, Formalities
for Trade Mark & Insulators 2025 Check
Limited Pass
Note:
*Applicable laws for above trade-marks: Trade Marks Act, 1999.
*Issuing Authority: Trade Mark Registry Mumbai.
# The trademark registration application was filed on January 13, 2025; however, the date on current status displayed on
the trademark portal shows as January 14, 2025.
FINANCIAL INDEBTEDNESS OF THE COMPANY
As on the date of this Red Herring Prospectus, our Company has availed both secured and unsecured loans. For further
details, please refer to the section “Statement of Financial Indebtedness” beginning on page 237 of this Red Herring
Prospectus.
173KEY INDUSTRY REGULATIONS AND POLICIES
Our operations require sanctions from the concerned authorities, under the relevant Central and State legislations. The
following is an overview of some of the important laws, policies and regulations which are pertinent to our business.
Taxation statutes such as the I.T. Act, GST and applicable Labour laws, contractual laws, and intellectual property laws
as the case may be, apply to us as they do to any other Indian company. The statements below are based on the current
provisions of Indian law, and the judicial and administrative interpretations thereof, which are subject to change or
modification by subsequent legislative, regulatory, administrative or judicial decisions. The regulations set out below
may not be exhaustive and are only intended to provide general information to Investors and are neither designed nor
intended to be a substitute for professional legal advice.
APPROVALS
For the purpose of the business undertaken by our Company, it is required to comply with various laws, statutes, rules,
regulations, executive orders, etc. that may be applicable from time to time. The details of such approvals have more
particularly been described for your reference in the chapter titled “Government and Other Statutory Approvals”
beginning on page 245 of this Red Herring Prospectus.
Ø INDUSTRY SPECIFIC REGULATIONS:
The Factories Act, 1948
The Factories Act defines a ‘factory’ to be any premises including the precincts thereof, on which on any day in the
previous 12 months, 10 or more workers are or were working and in which a manufacturing process is being carried on
or is ordinarily carried on with the aid of power; or where at least 20 workers are or were working on any day in the
preceding 12 months and on which a manufacturing process is being carried on or is ordinarily carried on without the aid
of power. State governments prescribe rules with respect to the prior submission of plans, their approval for the
establishment of factories and the registration and licensing of factories.
The Factories Act provides that the ‘occupier’ of a factory (defined as the person who has ultimate control over the affairs
of the factory and in the case of a company, any one of the directors) shall ensure the health, safety and welfare of all
workers while they are at work in the factory, especially in respect of safety and proper maintenance of the factory such
that it does not pose health risks, the safe use, handling, storage and transport of factory articles and substances, provision
of adequate instruction, training and supervision to ensure workers’ health and safety, cleanliness and safe working
conditions.
Importer-Exporter Code
Under the Indian Foreign Trade Policy, 2004, no export or import can be made by a person or company without an
Importer Exporter Code number unless such person/company is specifically exempted. An application for an Importer
Exporter Code number has to be made to the office of the Joint Director General of Foreign Trade, Ministry of Commerce.
An Importer Exporter Code number allotted to an applicant is valid for all its branches/divisions/ units/factories.
The Digital Personal Data Protection Act, 2023 (“DPDP Act”)
The DPDP Act was notified on August 11, 2023 and is yet to come into effect. It replaces the existing data protection
provision, as contained in Section 43A of the IT Act. The DPDP Act shall come into force on such date as the Central
Government may, by notification in the Official Gazette, appoint and different dates may be appointed for different
provisions of the DPDP Act. The DPDP Act seeks to balance the rights of individuals to protect their digital personal data
with the need to process personal data for lawful and other incidental purposes. The DPDP Act 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, except in case of legitimate uses as provided under the DPDP Act. It further imposes certain
obligations on data fiduciaries including (i) make reasonable efforts to ensure the accuracy and completeness of data, (ii)
build reasonable security safeguards to prevent a data breach, (iii) inform the Data Protection Board of India (the “DPB”)
and affected persons in the event of a breach, and (iv) erase personal data as soon as the purpose has been met and
retention is not necessary for legal purposes (storage limitation). In case of government entities, storage limitation and
the right of the data principal to erasure will not apply. The DPDP Act imposes certain additional obligations on a
significant data fiduciary, such as appointment of a data protection officer, appointment of an independent data auditor
and undertaking of other measures namely, periodic data protection impact assessment, periodic audit and such other
measures as may be prescribed under the DPDP Act. The Central Government will establish the DPB. Key functions of
the DPB include: (i) monitoring compliance and imposing penalties, (ii) directing data fiduciaries to take necessary
measures in the event of a data breach, and (iii) hearing grievances made by affected persons. The DPB members will be
174appointed for two years and will be eligible for re-appointment. The Central Government will prescribe details such as
the number of members of the DPB and the selection process.
The Micro, Small and Medium Enterprises Development Act, 2006
In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the Act was
enacted. With effect from July 01, 2020 the Manufacturing enterprises and enterprises rendering Services have been re-
classified as Micro enterprise, where the investment in plant and machinery does not exceed Rs.1 Crore and annual
turnover does not exceed ₹ 5 Crore; Small enterprise, where the investment in plant and machinery does not exceed Rs.10
crore and annual turnover does not exceed ₹ 50 Crore; a Medium enterprise, where the investment in plant and machinery
does not exceed ₹ 50 crore and annual turnover does not exceed ₹ 250 Crore.
The Municipal Solid Wastes (Management and Handling) Rules, 2000
The Municipal Solid Wastes Rules apply to every municipal authority responsible for the collection, segregation, storage,
transportation, processing, and disposal of municipal solid wastes. The rules stress the Municipal Solid Wastes should be
disposed by following proper scientific management. It gives more emphasis to proper collection, segregation,
transportation, processing and disposal of solid waste so as to protect the environment and health of the public. The rules
also lay emphasis to upgrade existing facilities to arrest contamination of soil and ground water.
Standards of Weights and Measures Act, 1976
The Standards of Weights and Measures Act, 1976 (the “Act”) was enacted to regulate trade or commerce in weights,
measures and other goods which are sold or distributed by weight, measure or number and to provide for such matters as
may be connected thereto. The Act enumerates the specific base units to measure goods and products. Any offence under
this Act is punishable with imprisonment or fine or with both based on the type of violation.
Legal Metrology Act, 2009 (the “LM Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011 (the
“LM Rules”)
The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights,
measures and other goods which are sold or distributed by weight, measure, or number. The LM Act provides for inter
alia standard weights and measures and requirements for verification and stamping of weight and measure. LM Rules
inter alia provide that certain commodities shall be packed for sale, distribution and delivery in standard quantities as laid
down under the LM Rules. LM Rules also provide for declarations that must be made on packages, where those
declarations should appear on the package and the manner in which the declaration is to be made.
The Bureau of Indian Standards Act, 2016
The Bureau of Indian Standards Act, 2016 ("BIS Act") establishes the Bureau of Indian Standards (BIS) as the National
Standards Body of India, replacing the Bureau of Indian Standards Act, 1986. The Act empowers BIS to formulate,
certify, and enforce Indian Standards across goods, processes, services, and systems to ensure quality, safety, and
reliability. It provides for compulsory certification of certain products through Quality Control Orders (QCOs) issued by
the Central Government and mandates hallmarking of precious metals. The Act also introduces conformity assessment
schemes, including voluntary and mandatory certification, and penalizes the unauthorized use or misrepresentation of
BIS certification through fines and imprisonment.
Fire Safety Regulations
The fire safety regulations applicable to a manufacturing unit in West Bengal are primarily governed by the West Bengal
Fire Services Act, 1950, along with national regulations such as the National Building Code of India, 2016 (NBC 2016)
and the Factories Act, 1948. The company must obtain a Fire License (Fire NOC) from the West Bengal Fire &
Emergency Services (WBF&ES), ensuring compliance with prescribed fire prevention measures, including fire exits,
hydrants, extinguishers, alarm systems, and evacuation protocols. Additionally, the unit must adhere to the West Bengal
Factories Rules, 1958, which mandate fire safety audits and periodic inspections. Sector-specific guidelines issued by
regulatory bodies such as the Petroleum and Explosives Safety Organization (PESO) may also apply, depending on the
nature of manufacturing activities. Non-compliance with fire safety norms can lead to penalties, closure notices, or
prosecution under state and central laws.
Ø LABOUR RELATED LEGISLATIONS:
The Code on Wages, 2019 (the “Code”)
175The Code received the assent of the President of India on August 8, 2019. The provisions of the Code shall come into
effect from the date notified in the Official Gazette by the Central Government. The Code will replace the four existing
ancient laws namely (i) the Payment of Wages Act, 1936, (ii) the Minimum Wages Act, 1948, (iii) the Payment of Bonus
Act, 1965, and (iv) the Equal Remuneration Act, 1976. The Code will apply to all employees and allows the Central
Government to set a minimum statutory wage.
The four existing laws are as follows:
● The Payment of Wages Act, 1936
Payment of Wages Act, 1936, as amended by Payment of Wages (Amendment) Act, 2017 (the “Act”) is aimed at
regulating the payment of wages to certain classes of persons employed in certain specified industries and to ensure a
speedy and effective remedy for them against illegal deductions or unjustified delay caused in paying wages to them. The
Act confers on the person(s) responsible for payment of wages certain obligations with respect to the maintenance of
registers and the display in such factory/establishment, of the abstracts of this Act and Rules made thereunder.
● The Minimum Wages Act, 1948
The Minimum Wages Act, 1948 (the “Act”) came into force with an objective to provide for the fixation of a minimum
wage payable by the employer to the employee. Every employer is mandated to pay the minimum wages to all employees
engaged to do any work skilled, unskilled, and manual or clerical (including out-workers) in any employment listed in
the schedule to this Act, in respect of which minimum rates of wages have been fixed or revised under the Act.
● The Payment of Bonus Act, 1965
The Payment of Bonus Act, 1965 provides for payment of minimum bonus to factory employees and every other
establishment in which 20 or more persons are employed and requires maintenance of certain books and registers and
filing of monthly returns showing computation of allocable surplus, set on and set off of allocable surplus and bonus due.
● The Equal Remuneration Act, 1976 (the “Remuneration Act”)
The Equal Remuneration Act, 1976 aims to provide for the payment of equal remuneration to men and women workers
and for the prevention of discrimination, on the ground of sex, against women in the matter of employment and for matters
connected therewith or incidental thereto. According to the Remuneration Act, no employer shall pay to any worker,
employed by him/her in an establishment, a remuneration (whether payable in cash or in kind) at rates less favourable
than those at which remuneration is paid by him to the workers of the opposite sex in such establishment for performing
the same work or work of a similar nature. In addition, no employer shall for complying with the foregoing provisions of
the Remuneration Act, reduce the rate of remuneration of any worker. No employer shall, while making recruitment for
the same work or work of a similar nature, or in any condition of service subsequent to recruitment such as promotions,
training or transfer, make any discrimination against women except where the employment of women in such work is
prohibited or restricted by or under any law for the time being in force.
Occupational Safety, Health and Working Conditions Code, 2019
The Government of India enacted ‘The Occupational Safety, Health and Working Conditions Code, 2020 which received
the assent of the President of India on September 28, 2020. The provisions of this code will be brought into force on a
date to be notified by the Central Government. It proposes to subsume 13 labour 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, that concern our business.
Industrial Relations Code, 2020
The Government of India enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of
India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central
Government. It proposes to subsume three separate legislations, namely, the Industrial Disputes Act, 1947, the Trade
Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946.
Trade Unions Act, 1926
Provisions of the Trade Union Act, 1926 provide that any dispute between employers and workmen or between workmen
and workmen, or between employers and employers which is connected with the employment, or non-employment, or
the terms of employment or the conditions of labour, of any person shall be treated as trade dispute. For every trade
dispute a trade union has to be formed. For the purpose of Trade Union Act, 1926, Trade Union means combination,
176whether temporary or permanent, formed primarily for the purpose of regulating the relations between workmen and
employers or between workmen and workmen, or between employers and employers, or for imposing restrictive
conditions on the conduct of any trade or business etc.
Industrial Disputes Act, 1947
The Industrial Disputes Act, 1947 (Industrial Disputes Act) provides for mechanism and procedure to secure industrial
peace and harmony by investigation and settlement of industrial disputes by negotiations. The Industrial Disputes Act
extends to whole of India and applies to every industrial establishment carrying on any business, trade, manufacture or
distribution of goods and services irrespective of the number of workmen employed therein. Every person employed in
an establishment for hire or reward including contract labour, apprentices and part time employees to do any manual,
clerical, skilled, unskilled, technical, operational or supervisory work, is covered by the Act. The Act also provides for
(a) the provision for payment of compensation to the Workman on account of closure or layoff or retrenchment. (b) the
procedure for prior permission of appropriate Government for laying off or retrenching the workers or closing industrial
establishments (c) restriction on unfair labour practices on part of an employer or a trade union or workers.
Contract Labour (Regulation and Abolition) Act, 1970, As Amended (The “Clra Act”)
The Contract Labour (Regulation and Abolition) Act, of 1970 (the “CLRA Act”) requires a company to be registered as
a principal employer and prescribes certain obligations with respect to the welfare and health of contract labourers. The
CLRA vests responsibility in the principal employer of an establishment, to which the CLRA applies, to make an
application to the concerned officer for registration of the concerned establishment. In the absence of such registration,
contract labour cannot be employed in the concerned establishment. Likewise, every contractor, to whom the CLRA
applies, is required to obtain a license and may not undertake or execute any work through contract labour except under
and in accordance with the license issued. To ensure the welfare and health of the contract labour, the CLRA imposes
certain obligations on the contractor in relation to the establishment of canteens restrooms, drinking water, washing
facilities, first aid, other facilities and payment of wages. However, in the event the contractor fails to provide these
amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period.
Penalties, including both fines and imprisonment, may be levied for contravention of the provisions of the CLRA.
The Employees’ Pension Scheme, 1995
Family pension in relation to this act means the regular monthly amount payable to a person belonging to the family of
the member of the Family Pension Fund in the event of his death during the period of reckonable service. The scheme
shall apply to all the employees who become a member of the Employees’ Provident Fund (EPF) or Provident Fund (PF)
of the factories provided that the age of the employee should not be more than 59 years in order to be eligible for
membership under this act. Every employee who is member of EPF or PF has an option of the joining scheme. The
employer shall prepare a Family Pension Fund contribution card in respect of the entire employee who is member of the
fund.
Child Labour (Prohibition and Regulation) Act, 1986
This statute prohibits employment of children below 14 years of age in certain occupations and processes and provides
for regulation of employment of children in all other occupations and processes. Under this Act the employment of child
labour in the building and construction industry is prohibited.
Code on Social Security, 2020
The Government of India enacted ‘The Code on Social Security, 2020 which received the assent of the President of India
on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central
Government. It proposes to subsume nine separate legislations including the (i) Employee’s Compensation Act, 1923, (ii)
the Employees’ State Insurance Act, 1948, (iii) the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
(iv) the Maternity Benefit Act, 1961 and (v) the Payment of Gratuity Act, 1972. The relevant laws that the code shall
subsume, are currently as follows –
● Employee’s Compensation Act, 1923 (the “Employee’s Act”)
The Employees’ Compensation Act, 1923 provides for payment of compensation to injured employees or workmen by
certain classes of employers for personal injuries caused due to an accident arising out of and during the course of
employment. Under the Employee’s Act, the amount of compensation to be paid depends on the nature and severity of
the injury. The Employee’s Act also lays down the duties/obligations of an employer and penalties in cases of non-
fulfilment of such obligations. There are separate methods of calculation or estimation of compensation for injury
177sustained by the employee. The employer is required to submit to the Commissioner for Employees’ Compensation a
report regarding any fatal or serious bodily injury suffered by an employee within 7 days of death/serious bodily injury.
● Employee’s State Insurance Act, 1948 (the “ESI Act”)
It is an Act to provide for certain benefits to employees in case of sickness, maternity and ‘employment injury’ and to
make provision for certain other matters in relation thereto. It shall apply to all factories (including factories belonging to
the Government) other than seasonal factories. The ESI Act requires all the employees of the establishments to which
this Act applies to be insured in the manner provided there under. Employers and employees both are required to make
contributions to the fund. The return of the contribution made is required to be filed with the Employees’ State Insurance
Corporation.
● Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (the “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 the 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.
● Maternity Benefit Act, 1961
The Maternity Benefit Act, 1961 (the “Act”) provides for leave and right to payment of maternity benefits to women
employees in case of confinement or miscarriage etc. The 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 10 or more persons are employed, or were employed, on
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 this Act to establishments or
class of establishments, industrial, commercial, agricultural or otherwise.
● Payment of Gratuity Act, 1972
The Payment of Gratuity Act, 1972 (the “Act”) shall apply to every factory, mine plantation, port and railway company;
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 10 or more persons are employed, or were employed, on any day of the preceding
twelve months; such other establishments or class of establishments, in which 10 or more employees are employed, on
any day of the preceding twelve months, as the Central Government, may by notification, specify in this behalf. A shop
or establishment to which this Act has become applicable shall be continued to be governed by this Act irrespective of
the number of persons falling below ten at any day. The gratuity shall be payable to an employee on termination of his
employment after he has rendered continuous service of not less than five years on superannuation or his retirement or
resignation or death or disablement due to accident or disease. The five-year period shall be relaxed in case of termination
of service due to death or disablement.
Employees Deposit Linked Insurance Scheme, 1976
The scheme shall be administered by the Central Board constituted under section 6C of the EPF Act. The provisions
relating to recovery of damages for default in payment of contribution with the percentage of damages are laid down
under Section 8A of the Act. The employer falling under the scheme shall send to the Commissioner within fifteen days
of the close of each month a return in the prescribed form. The register and other records shall be produced by every
employer to the Commissioner or other officer so authorized and shall be produced for inspection from time to time. The
amount received as the employer’s contribution and also the Central Government’s contribution to the insurance fund
shall be credited to an account called a “Deposit-Linked Insurance Fund Account.”
Apprentices Act, 1961
The Apprentices Act, 1961, as amended (the Apprentices Act) regulates and controls the program of training of
apprentices and matters connected therewith. The term Apprentice means a person who is undergoing apprenticeship
training in pursuance of a contract of apprenticeship. Apprenticeship Training means a course of training in any industry
or establishment undergone in pursuance of a contract of apprenticeship and under prescribed terms and conditions which
178may be different for different categories of apprentices. Every person engaging as an apprentice is required to enter into
a contract of apprenticeship with the employer which is reviewed and registered by the apprenticeship advisor.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “Act”)
In order to curb the rise in sexual harassment of women at workplace, this Act was enacted for prevention and redressal
of complaints and for matters connected therewith or incidental thereto. The terms sexual harassment and workplace are
both defined in the Act. Every employer should also constitute an “Internal Complaints Committee” and every officer
and member of the company shall hold office for a period of not exceeding three years from the date of nomination. Any
aggrieved woman can make a complaint in writing to the Internal Committee in relation to sexual harassment of female
at workplace. Every employer has a duty to provide a safe working environment at workplace which shall include safety
from the persons coming into contact at the workplace, organising awareness programs and workshops, display of rules
relating to the sexual harassment at any conspicuous part of the workplace, provide necessary facilities to the internal or
local committee for dealing with the complaint, such other procedural requirements to assess the complaints.
The Occupational Safety, Health and Working Conditions Code, 2020 (The “Occupational Conditions Code”)
The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India on
September 28, 2020. This code aims to bring together and streamline various labour laws related to occupational safety,
health, and working conditions. It seeks to subsume several 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. Among its provisions, the Occupational Safety, Health and Working Conditions Code
establishes standards for health, safety, and working conditions for employees in various establishments. It is designed to
enhance the overall welfare and protection of workers by ensuring safe working environments and regulating employment
practices. The code is part of a larger labour law reform initiative that aims to simplify compliance for both employers
and employees while improving the welfare of the workforce. The code will come into effect on a date to be notified by
the Central Government.
The Public Liability Insurance Act, 1991 and the Public Liability Insurance Rules, 1991
The PLI Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an accident
involving such hazardous substances. A list of hazardous substances covered by the legislation has been enumerated by
the government by way of a notification. Under the law, the owner or handler is also required to take out an insurance
policy insuring against liability. The rules made under the PLI Act mandate the employer to contribute towards the
Environmental Relief Fund a sum equal to the premium paid on the insurance policies.
Ø TAX RELATED LEGISLATIONS:
Income Tax Act, 1961
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 which
is assessed 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 returns by September 30 of each assessment year.
Central Goods and Services Tax Act, 2017
The GST Act levies indirect tax throughout India to replace many taxes levied by the Central and State Governments.
The GST Act was applicable from July 1, 2017 and combined 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 Union and State Governments. Transactions made within a single state are 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.
Customs Act, 1962
179The provisions of the Customs Act, 1962 and rules made thereunder are applicable at the time of import of goods i.e.,
bringing into India from a place outside India or at the time of export of goods i.e., taken out of India to a place outside
India. Any Company required to import or export any goods is first required to get itself registered and obtain an IEC
(Importer Exporter Code).
Ø FOREIGN INVESTMENT LAWS:
Foreign Trade (Development and Regulation) Act, 1992
The FTA is the main legislation concerning foreign trade in India. The FTA, read along with the Foreign Trade
(Regulation) Rules, 1993, provides for the development and regulation of foreign trade by facilitating imports into, and
augmenting exports from, India and for matters connected therewith or incidental thereto. It authorizes the government
to formulate as well as announce the export and import policy and to keep amending the same on a timely basis. The
government has also been given wide powers to prohibit, restrict and regulate the exports and imports in general as well
as specified cases of foreign trade. The FTA read with the Foreign Trade Policy, 2023, prohibits anybody from
undertaking any import or export except under an importer-exporter code (“IEC”) number granted by the Director General
of Foreign Trade. Hence, every entity in India engaged in any activity involving import/export is required to obtain an
IEC unless specifically exempted from doing so. 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 a penalty under the FTA.
Foreign Exchange Management Act, 1999 & Rules thereunder
Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and
notifications thereunder, as issued by the RBI from time to time and the FEMA Rules and the Consolidated FDI Policy.
In terms of the Consolidated FDI Policy, foreign investment is permitted (except in the 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. In terms of the Consolidated FDI Policy, the work of granting government approval for
foreign investment under the Consolidated FDI Policy and FEMA has now been entrusted to the concerned administrative
ministries/departments.
The FEMA Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident outside India) Regulations, 2017, except for things done or omitted to be done
before such supersession. The total holding by any individual NRI, on a repatriation basis, shall not exceed five percent
of the total paid-up equity capital on a fully diluted basis or shall not exceed five percent of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings
of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall
not exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the
aggregate ceiling of 10 percent may be raised to 24 percent if a special resolution to that effect is passed by the general
body of the Indian company.
The total holding by each FPI or an investor group, shall be less than 10 percent of the total paid-up equity capital on a
fully diluted basis or less than 10 percent of the paid-up value of each series of debentures or preference shares or share
warrants issued by an Indian company and the total holdings of all FPIs put together, including any other direct
and indirect foreign investments in the Indian company permitted under these rules, shall not exceed 24 per cent of paid-
up equity capital on a fully diluted basis or paid-up value of each series of debentures or preference shares or share
warrants. The said limit of 10 percent and 24 percent shall be called the individual and aggregate limit, respectively.
Foreign Direct Investment
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”)
through press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India (“DIPP”), has issued consolidated FDI Policy Circular of 2020 (“FDI Policy 2020”), which
with effect from October 15, 2020, consolidates and supersedes all previous press notes, press releases and clarifications
on FDI Policy issued by the DIPP that were in force. The Government proposes to update the consolidated circular on
FDI policy once every year and therefore, FDI Policy 2020 will be valid until the DIPP issues an updated circular. The
Reserve Bank of India (“RBI”) also issues Master Directions Foreign Investment in India and updates at the same from
time to time. Presently, FDI in India is being governed by Master Directions on Foreign Investment No. RBI/FED/2017-
18/60 FED Master Direction No. 11/2017-18 dated January 4, 2018, as updated from time to time by RBI. In terms of the
Master Directions, an Indian company may issue fresh shares to people resident outside India (who are eligible to make
investments in India, for which eligibility criteria are as prescribed). Such fresh issue of shares shall be subject to inter-
alia, the pricing guidelines prescribed under the Master Directions. The Indian company making such fresh issue of shares
180would be subject to the reporting requirements, inter-alia with respect to consideration for issue of shares and also subject
to making certain filings including the filing of Form FC-GPR.
Foreign Trade Policy:
The Foreign Trade Policy provides that no export or import can be made by a person without an IEC unless such person
is specifically exempted. The policy provides for all exports and imports made shall be governed by the Foreign Trade
Policy, unless otherwise specified. FTP provides for handbook of procedures laying down the procedure to be followed
by an exporter or importer or by any Licensing/Regional Authority or by any other authority for purposes of implementing
provisions of FT (D&R) Act, the Rules and the Orders made there under and provisions of FTP.
Ø LAWS RELATING TO SPECIFIC STATE WHERE ESTABLISHMENT IS SITUATED:
Shops and Establishments laws in various states
As per the provisions of local Shops and Establishments laws applicable in the State of West Bengal, establishments are
required to be registered. Such laws regulate the working and employment conditions of the workers employed in shops
and establishments including commercial establishments and provide for fixation of working hours, rest intervals,
overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights and
obligations of the employers and employees.
Stamp Act in various states
The purpose of the Stamp Act was to streamline and simplify transactions of immovable properties and securities by the
State Government. The Stamp Act provides for the imposition of stamp duty at the specified rates on instruments listed
in Schedule IA of the Stamp Act. Stamp duty is payable on all instruments/ documents evidencing a transfer or creation
or extinguishment of any right, title or interest in immovable property. However, under the Constitution of India, the
states are also empowered to prescribe or alter the stamp duty payable on such documents executed within the states.
Therefore, the State Government of West Bengal is empowered to prescribe or alter the stamp duty as per their need.
Professions, Trade, Callings and Employments Act in various states
The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or
trade. The State Government of West Bengal is empowered with the responsibility of structuring as well as formulating
the respective professional tax criteria and is also required to collect funds through professional tax. The professional
taxes are charged on the income of individuals, profits of business or gains of vocations. The tax payable under the State
Acts by any person earning a salary or wage shall be deducted by his employer from the salary or wages payable to such
persons before such salary or wages is paid to him, and such employer shall, irrespective of whether such deduction has
been made or not when the salary and wage is paid to such persons, be liable to pay tax on behalf of such persons and
employer has to obtain the registration from the assessing authority in the prescribed manner.
Ø INTELLECTUAL PROPERTY LEGISLATIONS
In-general the Intellectual Property Rights includes but is not limited to the following enactments:
Indian Patents Act, 1970
A patent is an intellectual property right relating to inventions and is the grant of exclusive right, for limited period,
provided by the Government to the patentee, in exchange of full disclosure of his invention, for excluding others from
making, using, selling, importing the patented product or process producing that product. The term invention means a
new product or process involving an inventive step capable of industrial application.
The Copyright Act, 1957
Copyright is a right given by the law to creators of literary, dramatic, musical and artistic works and producers of
cinematograph films and sound recordings. In fact, it is a bundle of rights including, interalia, rights of reproduction,
communication to the public, adaptation and translation of the work. There could be slight variations in the composition
of the rights depending on the work.
Trade Marks Act, 1999 (“TM Act”)
The Trademarks Act, 1999 provides for the application and registration of trademarks in India for granting exclusive
rights to marks such as a brand, label and heading and obtaining relief in case of infringement for commercial purposes
181as a trade description. The TM Act prohibits any registration of deceptively similar trademarks among others. It also
provides for penalties for infringement, falsifying and falsely applying for trademarks.
Design Act,2000
As per the Designs Act, 2000, a ‘Design’ means only the features of shape, configuration, pattern or ornament or
composition of lines or colour or combination thereof applied to any article whether two dimensional or three dimensional
or in both forms, by any industrial process or means, whether manual, mechanical or chemical, separate or combined,
which in the finished article appeal to and are judged solely by the eye, but does not include any mode or principle or
construction or anything which is in substance a mere mechanical device, and does not include any trade mark or
copyright. A design registration in India under the Designs Act, 2000 is referred to as a registered design.
Ø ENVIRONMENTAL LEGISLATIONS:
The Environment Protection Act, 1986 and Environment (Protection) Rules, 1986
The Environment Protection Act, 1986 (the “Act”) is an "umbrella" legislation designed to provide a framework for
coordination 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 interrelationships which exist 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.
National Environmental Policy, 2006
This National Environmental Policy, 2006 (“Policy”) seeks to extend the coverage, and fill in gaps that still exist, 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 48 A and 51 A (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:
1. Conservation of Critical Environmental Resources
2. Intra-generational Equity: Livelihood Security for the Poor
3. Inter-generational Equity
4. Integration of Environmental Concerns in Economic and Social Development
5. Efficiency in Environmental Resource Use
6. Environmental Governance
7. Enhancement of resources for Environmental Conservation.
The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)
The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and empowering
the Central Pollution Control Board and the State Pollution Control Boards. Under the Water Act, any person establishing
any industry, operation or process, any treatment or disposal system, use of any new or altered outlet for the discharge of
sewage or new discharge of sewage, must obtain the consent of the relevant State Pollution Control Board, who is
empowered to establish standards and conditions that are required to be complied with.
The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”)
The Air (Prevention and Control of Pollution) Act, 1981 has been enacted to provide for the prevention, control and
abatement of air pollution. Pursuant to the provisions of the Air Act, any person, establishing or operating any industrial
plant within an air pollution control area, must obtain the consent of the relevant State Pollution Control Board prior to
establishing or operating such industrial plant. No person operating any industrial plant in any air pollution control area
182is permitted to discharge the emission of any air pollutant in excess of the standards laid down by the State Pollution
Control Board.
The Noise Pollution (Regulation & Control) Rules 2000 (“Noise Regulation Rules”)
The Noise Regulation Rules regulate noise levels in industrial, commercial and residential zones. The Noise Regulation
Rules also establish zones of silence of not less than 100 meters near schools, courts, hospitals, etc. The rules also assign
regulatory authority for these standards to the local district courts. Penalty for non-compliance with the Noise Regulation
Rules shall be under the provisions of the Environment (Protection) Act, 1986.
The Municipal Solid Wastes (Management and Handling) Rules, 2000 (“Waste Management Rules, 2000”) as
superseded by Solid Waste Management Rules, 2016 (“Waste Management Rules, 2016”)
The Waste Management Rules, 2000 applied to every municipal authority responsible for collection, segregation, storage,
transportation, processing and disposal of municipal solid wastes. Any municipal solid waste generated in a city or a
town, was required to be managed and handled in accordance with the compliance criteria and the procedure laid down
in Schedule II of the Waste Management Rules, 2000. The Waste Management Rules, 2000 make the persons or
establishments generating municipal solid wastes responsible for ensuring delivery of wastes in accordance with the
collection and segregation system as notified by the municipal authority. The Waste Management Rules, 2000 have been
superseded by the Waste Management Rules, 2016 which stipulate various duties of waste generators which, inter alia,
include segregation and storage of waste generated by them in the manner prescribed in the Waste Management Rules,
2016; separate storage of construction and demolition waste and payment of user fee for solid waste management as
specified in the bye-laws of the local bodies.
Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008 (“Hazardous Wastes
Rules”)
The Hazardous Wastes Rules impose an obligation on every occupier of an establishment generating hazardous waste to
recycle or reprocess or reuse such wastes in a registered recycler or to dispose of such hazardous wastes in an authorized
disposal facility. Every person engaged, inter alia, in the generation, processing, treatment, package, storage and
destruction of hazardous waste is required to obtain an authorization from the relevant state PCB for collecting, recycling,
reprocessing, disposing, storing and treating the hazardous waste.
Plastic Waste management Rules,2016
Under the Plastic Waste Management Rules, 2016, all institutional generators of plastic waste, are required to inter alia,
segregate and store the waste generated by them in accordance with the Solid Waste Management Rules, 2016, and
handover segregated wastes to authorized waste processing or disposal facilities or deposition centers, either on its own
or through the authorized waste collection agency. The waste generator shall also take steps to minimize the generation
of plastic waste. The Plastic Waste Management Rules, 2016 also require the producers, importers and brand owners to
collect back the plastic waste generated due to their products.
The Energy Conservation (Amendment) Act, 2022
As per the Clause 14 (a) and 14(b) of Energy Conservation Act, 2001 (EC Act), Central Government in consultation with
Bureau of Energy Consumption (BEE) specifies norms for the processes and energy consumption standards for any
equipment, appliances, vehicle and vessel. It may also specify under Clause 14(e) any user or class of user as a
‘Designated Consumer’ in regards to intensity or quantity of energy consumed and amount of investment required for
switching over to energy efficient equipment and capacity.
The products manufactured by our Company have not been notified by Central Government to be specified under the EC
Act. Further, our industry is not specified as Designated Consumer under Clause 14(e) of EC Act.
In view of the above, The Energy Conservation (Amendment) Act, 2022 is not applicable to our Company or its products.
Ø ANTI-TRUST LAWS
Competition Act, 2002
The Competition Act, 2002 (the “Act”) is to prevent practices having adverse effects on competition, to promote and
sustain competition in markets, to protect the interest of consumers and to ensure freedom of trade in India. The Act deals
with prohibition of anti-competitive agreements. No enterprise or group shall abuse its dominant position in various
circumstances as mentioned under the Act.
183Ø GENERAL LAWS
The Consumer Protection Act, 2019
The Consumer Protection Act, of 2019 which repeals the Consumer Protection Act, of 1986, was designed and enacted
to provide simpler and quicker access to redress consumer grievances. It seeks, inter alia to promote and protect the
interests of consumers against deficiencies and defects in goods or services and secure the rights of a consumer against
unfair trade practices, which may be practiced by manufacturers, service providers, and traders. The definition of
“consumer” has been expanded under the Consumer Protection Act to include persons engaged in offline or online
transactions through electronic means or by tele-shopping direct-selling or multi-level marketing. One of the substantial
changes introduced by the Consumer Protection Act is the inclusion of the e-commerce industry under the Consumer
Protection Act with “e-commerce” defined to refer to the buying and selling of goods or services over a digital or
electronic network. Therefore, the Consumer Protection Act aims to cover entities that are involved in the process of
selling goods or services online. It provides for the establishment of consumer dispute redressal forums and commissions
for the purposes of redressal of consumer grievances. In addition to awarding compensation and/or passing corrective
orders, the forums and commissions under the Consumer Protection Act, in cases of misleading and false advertisements,
are empowered to impose imprisonment for a term that may extend to two years and a fine that may extend to ten lakhs.
In cases of manufacturing for sale or storing, selling or distributing or importing products containing an adulterant, the
imprisonment may vary between six months to seven years and a fine between one lakh to ten lakh depending upon the
nature of injury to the consumer.
The Registration Act, 1908
The Registration Act, 1908 (the “Registration Act”) was enacted with the object of providing public notice of execution
of documents affecting a transfer of interest in property. The Registration Act identifies documents for which registration
is compulsory and includes among other things, any non-testamentary instrument which purports or operates to create,
declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent,
in immovable property and a lease of immovable property for any term exceeding one year or reserving a yearly rent. It
also provides for non-compulsory registration of documents as enumerated in the provisions.
Companies Act, 2013
The Companies Act, 2013, has replaced the Companies Act, 1956 in a phased manner. The Act received the assent of the
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 companies into public companies 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.
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.
The Registration Act, 1908
The Registration Act was passed to consolidate the enactments relating to the registration of documents. The main purpose
for which the Registration Act was designed was to ensure information about all deals concerning land so that correct
land records could be maintained. The Registration Act is used for proper recording of transactions relating to other
immovable property also. The Registration Act provides for registration of other documents also, which can give these
documents more authenticity. Registering authorities have been provided in all the districts for this purpose.
The Indian Contract Act, 1872
The Indian Contract Act, 1872 codifies the way in which a contract may be entered into, executed, implementation of the
provisions of a contract and effects of breach of a contract. A person is free to contract on any terms he chooses. The
184Contract Act consists of limiting factors subject to which contract may be entered into, executed and the breach enforced.
It provides a framework of rules and regulations that govern formation and performance of contracts. The contracting
parties themselves decide the rights and duties of parties and terms of agreement.
The Specific Relief Act, 1963
The Specific Relief Act is complementary to the provisions of the Contract Act and the T.P. Act, as the Act applies both
to 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 the purpose of enforcing individual civil rights and not for the mere
purpose of enforcing a civil law. Specific performance means the Court will order the party to perform his part of
agreement, instead of imposing on him any monetary liability to pay damages to another party.
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 provision to restrain people from issuing cheques without having
sufficient funds in their account or any stringent provision to punish them in the event of such cheques not being honored
by their bankers and returned unpaid. Section 138 of the Act, creates statutory offence in the matter of dishonor of cheques
on the ground of insufficiency of funds in the account maintained 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 with both.
Apart from the above list of laws, which is inclusive in nature and not exhaustive, following general laws are also
applicable to the Company:
• Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959,
• Transfer of Property Act, 1882,
• Information Technology Act, 2000,
• The Bharatiya Nyaya Sanhita, 2023,
• The Bharatiya Nagarik Suraksha Sanhita, 2023,
• The Bharatiya Sakshya Adhiniyam, 2023 etc.
185OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS
BRIEF HISTORY AND CORPORATE PROFILE
Our Company was originally incorporated on September 10, 2008, as a Private Limited Company in the name of “ARC
Insulation & Insulators Private Limited” under the provisions of the Companies Act, 1956 bearing Corporate
Identification Number U18109WB2008PTC129263 issued by the Deputy Registrar of Companies, West Bengal.
Subsequently, our Company acquired the entire running business on a going concern basis with the Assets and Liabilities
of M/s. ARC Insulation and Insulators, sole proprietorship Firm represented by our Promoter Mr. Manish Bajoria effective
vide Business Transfer Agreement dated June 01, 2009. Thereafter, pursuant to a Special Resolution of our Shareholders
passed in the Extra-Ordinary General Meeting held on June 11, 2024, our Company was converted from a Private Limited
Company to Public Limited Company and consequently, the name of our Company was changed to ‘ARC Insulation &
Insulators Limited’ and a Fresh Certificate of Incorporation consequent to Conversion was issued on August 5, 2024
bearing Corporate Identification Number U18109WB2008PLC129263 issued by the Registrar of Companies, Central
Processing Centre.
As on date of this Red Herring Prospectus, our Company has 21 (Twenty-One) shareholders.
Initial Subscribers of the Company are:
1) Mr. Manish Bajoria
2) Ms. Neelam Bajoria
Our Company is promoted by:
1) Mr. Manish Bajoria
2) Ms. Neelam Bajoria
3) Mr. Ashish Bajoria
4) M/s. Swabhumi Distributors Private Limited
5) M/s. Manish Bajoria HUF
For information on our Company’s business profile, activities, services, managerial competence, and customers, see
chapters titled, “Our Business”, “Financial Statements as Restated”, and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on page 142, 222 and 223 respectively of this Red Herring
Prospectus.
ADDRESS OF REGISTERED OFFICE
Our Company’s Registered Office is situated at Village-Ramdevpur, PO-Bawali Bishnupur 2, Parganas South, Bishnupur,
West Bengal-743384 India.
For Details on other locations of our Company, please see chapters titled, “Our Business” beginning on page 142 of the
Red Herring Prospectus.
CHANGES IN OUR REGISTERED OFFICE
There has been a change in the Registered Office of the Company since the date of incorporation. However, address of
Registered Office of the same has been updated as per the below given details:
Date of Change From To Reason
September 10, 2008 (Upon 5, Buroshibtala Main Road, Kolkata - 700038, West -
Incorporation) Bengal, India
August 20, 2010 5, Buroshibtala Main Road, Village-Ramdevpur, PO- To increase Operational
Kolkata - 700038, West Bawali Bishnupur 2, Efficiency
Bengal, India Parganas South, Bishnupur,
West Bengal-743384, India
186MAJOR EVENTS AND MILESTONES
The table below sets forth some of the key events in the history of our Company:
Year Event
2008 Incorporation of our Company as Private Limited Company in the name and style of ARC Insulation &
Insulators Private Limited"
2009 Acquisition of running business of proprietorship firm ‘M/s ARC Insulation and Insulators’ via Business
Transfer Agreement dated June 01, 2009
2020 Achieved Turnover of more than ₹ 10 Crores
2021 Certificate of Quality Management System ISO 9001:2015 issued by Assurance Quality Certification
LLC
2022 Certificate of Pollution Control issued by West Bengal Pollution Control Board
2024 Conversion of Private Limited Company to Public Limited Company
2024 Issue & Allotment of Bonus Shares in the proportion of 3:1 i.e. Three (3) Bonus Equity Share for every
One (1) existing Equity Shares of the Company
MAIN OBJECTS OF OUR COMPANY
The object clause of the Memorandum of Association of our Company enables us to undertake the activities for which the
funds are being raised in the present Offer.
Furthermore, the activities of our Company which we have been carrying out until now are in accordance with the objects
of the Memorandum. The main objects contained in the Memorandum of Association of our Company are:
To carry on the business as manufacturer, producer, processor, inventors, converter, importer, exporter, trader, buyer,
seller, retailer, wholesaler, supplier, stockiest, agent, sub-agent, merchant, distributor, assembler jobber of or otherwise
deal in all kinds of Glass Fiber Reinforce Polymer/Fiber Reinforce Polymers composite Products including but not limited
to FRP/GFRP Structural Profiles, FRP Deck, FRP Handrail, FRP Fencing, GFRP Ladder, Cable Clamps, FRP Canopy,
FRP Stairs/Crossovers, FRP Cross Arm, FRP/GFRP Pultruded Gratings, FRP/GFRP Moulded Gratings, GFRP/FRP pipes,
GFRP/FRP Pole, GFRP/FRP Tank reinforced plastic rods, fiber reinforced plastic rods, rigid fiber reinforced plastic rods
and long splice free plastic reinforced rods and to provide innovative GFRP solutions for various applications in the
construction, infrastructure, chemical processing, and other industrial sectors and also supplies of optical fiber cable,
power cables, telecom equipment, fiber reinforced insulation tubes, fiber reinforced polymer such as roofing sheets, fiber
glass roofs and prefabricated shelters., FRP tanks, industrial tanks, fiber reinforced plastic tanks and industrial fiber
reinforced plastic tanks, fiber reinforced plastic cable trays, channel type cable trays, FRP cable trays, perforated cable
trays and perforated channel type cable trays.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY
The following changes have been made in the Memorandum of Association of our Company since incorporation:
Date of Meeting Meeting Nature of Amendment
November 03, EGM Clause V of our Memorandum of Association was amended to reflect:
2009
Increase in Authorised Share Capital from ₹ 25.00 Lakh to ₹ 1.00 Crore.
Nature of Before Amendment After Amendment
Share No. of Face Amount No. of Face Amount
Capital Shares Value (in ₹) Shares Value (in ₹)
(in ₹) (in ₹)
Equity 2,50,000 10 25,00,000 10,00,000 10 1,00,00,000
Share
Capital
Total 2,50,000 10 25,00,000 10,00,000 10 1,00,00,000
187December 5, 2011 EGM Clause V of our Memorandum of Association was amended to reflect:
Increase in Authorised Share Capital from ₹ 1.00 Crore to ₹ 1.40 Crores.
Nature Before Amendment After Amendment
of Share No. of Face Amount No. of Face Amount
Capital Shares Value (in ₹) Shares Value (in ₹)
(in ₹) (in ₹)
Equity 10,00,000 10 1,00,00,000 14,00,000 10 1,40,00,000
Share
Capital
Total 10,00,000 10 1,00,00,000 14,00,000 10 1,40,00,000
January 24, 2018 EGM Clause V of our Memorandum of Association was amended to reflect :
Increase in Authorised Share Capital from ₹ 1.40 Crore to ₹ 1.90 Crores.
Nature Before Amendment After Amendment
of Share No. of Face Amount No. of Face Amount
Capital Shares Value (in ₹) Shares Value (in ₹)
(in ₹) (in ₹)
Equity 14,00,000 10 1,40,00,000 19,00,000 10 1,90,00,000
Share
Capital
Total 14,00,000 10 1,40,00,000 19,00,000 10 1,90,00,000
June 11, 2024 EGM Change in Name of the Company:
Clause 1 of the Memorandum of Association was amended to reflect the change of
name of our Company from ‘ARC Insulation & Insulators Private Limited’ to
‘ARC Insulation & Insulators Limited”
August 7, 2024 EGM Clause V of our Memorandum of Association was amended to reflect:
Increase in Authorised Share Capital from ₹ 1.90 Crore to ₹ 15.00 Crores.
Nature Before Amendment After Amendment
of No. of Face Amount No. of Face Amount
Share Shares Value (in ₹) Shares Value (in ₹)
Capital (in ₹) (in ₹)
Equity 19,00,000 10 1,90,00,000 1,50,00,000 10 15,00,00,000
Share
Capital
Total 19,00,000 10 1,90,00,000 1,50,00,000 10 15,00,00,000
September 23, EGM Change in Main Object of the Company:
2024
Clause 3 of the Memorandum of Association was amended to alter the main object
of the Company
DETAILS REGARDING ACQUISITION OF BUSINESS / UNDERTAKINGS, MERGERS,
AMALGAMATIONS OR REVALUATION OF ASSETS
Except as stated below, Our Company has not made any material acquisitions or divestments of any business or
undertaking, and has not undertaken any mergers, amalgamation or revaluation of assets in the last ten years.
“Our Company acquired the running business on a going concern basis with the assets and liabilities of M/s ARC
Insulation & Insulators, sole proprietorship concern of our promoter Mr. Manish Bajoria vide Business Transfer
Agreement dated and effective from June 01, 2009. All assets and liabilities of the proprietorship firm has been transferred
to the Company through this agreement in the year 2009.
DETAILS REGARDING HOLDING / SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURE
As on date of filing of this Red Herring Prospectus, our Company does not have any Holding or Associate Company or
Joint Venture or a Subsidiary company.
CAPACITY / FACILITY CREATION, LOCATION OF PLANTS
188For information on our Company’s business profile, Capacity and location of Plant, see chapters titled, “Our Business”
beginning on page 142 of this Red Herring Prospectus.
GUARANTEES PROVIDED BY OUR PROMOTER
As on the date of this Red Herring Prospectus, no guarantee has been issued by Promoter except as disclosed in the
“Statement of Financial Indebtedness” on page 237 of this Red Herring Prospectus.
CAPITAL RAISING (DEBT / EQUITY):
For details in relation to our capital raising activities through equity, please refer to the chapter titled “Capital Structure”
beginning on page 88 of the Red Herring Prospectus. For details of our Company’s debt facilities, see “Statement of
Financial Indebtedness” on page 237 of the Red Herring Prospectus.
CHANGES IN THE ACTIVITIES OF OUR COMPANY SINCE INCORPORATION
There have been no changes in the activities of our Company since incorporation which may have had a material effect
on the profits and loss account of our Company, including discontinuance of lines of business, loss of agencies or markets
and similar factors.
CHANGES IN THE MANAGEMENT
For details of change in Management, please see chapter titled “Our Management” on page 191 of the Red Herring
Prospectus.
DEFAULTS OR RESCHEDULING OF BORROWINGS FROM FINANCIAL INSTITUTIONS / BANKS
There have been no defaults or rescheduling / restructuring of borrowings with financial institutions / banks in respect of
borrowings of our Company.
INJUNCTION OR RESTRAINING ORDER
Except as disclosed in the section titled “Outstanding Litigation and Material Developments” beginning on page 239 of
this Red Herring Prospectus, there are no injunctions / restraining orders that have been passed against the Company.
LOCK OUTS AND STRIKES
There have been no lock outs or strikes at any of the units of our Company.
TIME AND COST OVER RUNS
Our Company has not implemented any projects and has therefore, not experienced any time or cost overrun in setting up
of projects.
SHAREHOLDERS’ AGREEMENTS
As on the date of this Red Herring Prospectus, our Company has not entered into any Shareholders’ Agreements.
AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT A DIRECTOR OR
PROMOTER OR ANY OTHER EMPLOYEE OF THE COMPANY
Except as mentioned in Chapter titled ‘Our Management’ beginning on page 191 of this Red Herring Prospectus, there
are no agreements entered into by key managerial personnel or senior management or a Director or Promoter or any other
employee of the 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 the Company.
MATERIAL AGREEMENTS
As on the date of this Red Herring Prospectus, our Company has not entered into any material agreements other than in
the ordinary course of business carried on by our Company. For details on business agreements of our Company, please
refer to the section titled ‘Our Business’ beginning on page 142 of this Red Herring Prospectus.
189Other Agreements:
i. Non-Compete Agreement: Our Company has not entered into any Non-compete Agreement as on the date of filing
of this Red Herring Prospectus.
ii. Joint Venture Agreement: Our Company has not entered into any Joint Venture Agreement as on the date of filing
of this Red Herring Prospectus.
STRATEGIC PARTNERS
As of the date of this Red Herring Prospectus, our Company does not have any Strategic Partners.
FINANCIAL PARTNERS
As on the date of this Red Herring Prospectus, apart from the various arrangements with bankers and financial institutions
which our Company undertakes in the ordinary course of business, our Company does not have any other financial
partners.
OTHER CONFIRMATIONS
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for
operations of the Company) and our Company, Promoters, Promoter Group, Key Managerial Personnel, Directors,
Subsidiaries and its directors and our Group Companies and its directors.
There is no conflict of interest between the lessors of immovable properties (crucial for operations of the Company) and
our Company, Promoter Group, Key Managerial Personnel, Directors, Subsidiaries and its directors and our Group
Companies and its directors
There are no material clauses of our Articles of Association that have been left out from disclosures having a bearing on
the Offer or this Red Herring Prospectus.
190OUR MANAGEMENT
Under Articles of Association of our Company, the number of directors shall not be less than 3 (three) and not be more
than 15 (Fifteen), subject to the applicable provisions of the Companies Act, 2013.
As of the date of this Red Herring Prospectus, our Company has 5 (Five) Directors on the Board, 1 (One) as Managing
Director, 1 (One) as Executive Director, 1 (One) as Non-Executive Director and 2 (Two) as Non-Executive Independent
Directors.
Set forth below are details regarding the Board of Directors as on the date of this Red Herring Prospectus:
Name, Father’s / Husband’s Name, Date of Appointment / Other Directorships /
Age, Designation, Address, Occupation, Reappointment Designated Partners
Nationality, DIN and Term
Mr. Manish Bajoria Appointed as Executive Director Companies
w.e.f. September 10, 2008.
DOB: August 24, 1970 • Swabhumi Distributors
Change in designation from Private Limited
Age: 55 Years Executive Director to Managing
Director of the Company for a Limited Liability Partnerships
Qualification: Bachelor of Commerce period of 5 years w.e.f. June 11,
2024, up to June 10, 2029. Nil
Designation: Managing Director and
Chief Financial Officer Appointed as Chief Financial
Officer w.e.f. June 11, 2024.
Address: Tower 1, Flat-25B, South City,
375 Prince Anwar Shah Road, Jodhpur
Park, Kolkata-700068, West Bengal, India
Occupation: Business
Nationality: Indian
DIN: 02203237
Term: Change in Designation from
Executive Director to Managing Director
of the Company for a period of 5 years
w.e.f. June 11, 2024 up to June 10, 2029.
Ms. Neelam Bajoria Appointed as Executive Director Companies
w.e.f. September 10, 2008.
DOB: October 03, 1972 • Swabhumi Distributors Private
Limited
Age: 52 Years
Limited Liability Partnerships
Qualification: Bachelor of Arts
Nil
Designation: Executive Director
Address: Tower 1, Flat-25B, South City,
375 Prince Anwar Shah Road, Jodhpur
Park, Kolkata- 700068, West Bengal, India
Occupation: Business
Nationality: Indian
DIN: 02250051
Term: Appointed as Executive Director
w.e.f. September 10, 2008
191Name, Father’s / Husband’s Name, Date of Appointment / Other Directorships /
Age, Designation, Address, Occupation, Reappointment Designated Partners
Nationality, DIN and Term
Mr. Ashish Bajoria Appointed as Non-Executive Companies
Director of the Company w.e.f.
DOB: April 03, 1975 June 11, 2024. Nil
Age: 50 Years Limited Liability Partnerships
Qualification: Bachelor of Commerce Nil
Designation: Non-Executive Director
Address: 1/2 Harish Mukherjee Road,
Lala Lajpathrai Sarani, L.R Sarani,
Kolkata-700020, West Bengal, India
Occupation: Business
Nationality: Indian
DIN: 10662463
Term: Appointed as Non-Executive
Director of the Company w.e.f. June 11,
2024.
Ms. Chetna Gupta Appointed as Independent Companies
Director of the Company for a
DOB: August 14, 1987 period of 5 years from August 07, • Julien Agro Infratech
2024, to August 06, 2029. Limited
Age: 37 Years • Associated Coaters
Limited
Qualification: Bachelor of Business • Continental Controls
Administration, Bachelor of Law, Master Limited
of Business Administration and Company
Secretary. Limited Liability Partnerships
Designation: Independent Director • Deepak Khaitan & Co.
LLP
Address: 25 Chinar Park, Destiny Tower,
• Wow Organic LLP
Flat No.- 5 B, Rajarhat Gopalpur(M),
North 24 Parganas 700157, West Bengal,
India
Occupation: Professional
Nationality: Indian
DIN: 02212440
Term: Appointed as Independent Director
of the Company for a period of 5 years
from August 07, 2024, to August 06, 2029
192Name, Father’s / Husband’s Name, Date of Appointment / Other Directorships /
Age, Designation, Address, Occupation, Reappointment Designated Partners
Nationality, DIN and Term
Ms. Suruchi Jain Virendra Kumar Jain Appointed as Independent Companies
Director of the Company for a
DOB: June 17, 1990 period of 5 years from August 07, • Cresent Cables Limited
2024 to August 06, 2029. • Konark Commercial Limited
Age: 35 years • Ramesh Nidhi Limited
• Bigwin Infotech Private
Qualification: Bachelor of Commerce and Limited
Company Secretary
Limited Liability Partnerships
Designation: Independent Director
Nil
Address: 30 Perumal Street, Kalaimagal
School, Backside, Erode, Tamil Nadu –
638001, India
Occupation: Professional
Nationality: Indian
DIN: 10205026
Term: Appointed as Independent Director
of the Company for a period of 5 years
from August 07, 2024, to August 06, 2029.
BRIEF PROFILE OF OUR DIRECTORS
Mr. Manish Bajoria aged 55 is Director of the Company since Incorporation of the Company and later his designation
was changed from Executive Director to Managing Director of the Company for a period of 5 years w.e.f. June 11, 2024,
up to June 10, 2029. He is also Chief Financial officer of the company since June 11, 2024. He has a bachelor’s degree
in commerce from University of Calcutta in the year 1992. He has more than 16 years of experience in the field of Glass
fiber Reinforced Polymer and composite product sector. He is a visionary entrepreneur and has played a pivotal role in
setting up business of our Company. He primarily looks after the overall business operations of the Company. He is the
driving force behind the working of the company and has been the mentor to all the employees. As a leader, he always
delivers value to the customers and endeavour in fulfilling / exceeding their expectations and is involved in day-to-day
execution of projects. He is responsible for providing strategic advice and guidance to the members of the board, to keep
them aware of developments within the industry and ensure that the appropriate policies are developed to meet the
company’s mission and objectives and to comply with all relevant statutory and other regulations.
Ms. Neelam Bajoria, aged 52 years, is the Promoter and Executive Director of the Company. She has been associated
with the company since its incorporation. She holds a bachelor’s degree in Arts from the University of Calcutta in the
year 1993, and has over 15 years of industry experience in the field of Management and Leadership skills for Glass fiber
Reinforced Polymer and composite product sector. As the Operations Head, Ms. Bajoria has consistently demonstrated a
strong commitment to fostering a culture of collaboration, accountability and continuous improvement within the team.
Her ability to inspire and motivate team members, coupled with her vison, has been instrumental in achieving
organisational goals and objectives is truly commendable. In her role as Director of the Company she has been
instrumental in driving strategic planning, operational oversight, and business development initiatives. Throughout her
tenure, Mrs. Bajoria has maintained the highest level of professionalism, integrity and dedication to their role. She has
consistently exhibited strong ethical values, positive attitude and a relentless pursuit of excellence in all endeavours.
Mr. Ashish Bajoria, aged 50, is the Non-Executive Director of the Company. He was Appointed as Non-Executive
Director of the Company w.e.f. June 11, 2024. He holds Bachelor of Commerce degree from the University of Calcutta,
completed in 1996. He has over 10 years of professional experience in the field of Contributing to business development
and growth, including a senior role at BG Industries from June, 06 2014 to March, 10 2024. and is recognized for his
expertise in strategic planning, crisis management, and operational efficiency. His proven leadership and ability to drive
business growth have been instrumental in shaping the company’s strategic vision. He is highly regarded for his analytical,
communication, and interpersonal skills, consistently delivering high-quality results making him an asset to the Company.
193Ms. Chetna Gupta, aged 37, is an Independent Director of the Company, appointed on August 07, 2024 for a period of
5 years from August 07, 2024 to August 06, 2029. She holds a BBA from Rajasthan University in the year 2008.
Bachelor’s of Law from University of Rajasthan in the year 2013 and is a qualified Company Secretary and a fellow CS
of ICSI since the year 2018. Additionally, she earned an MBA in Human Resource from Symbiosis Centre for Distance
Learning in the year 2010 and became a Social Impact Assessor in 2024 from the ICSI Institute of Social Auditor, With
over 10 years of professional experience in the Field of compliance, she leads her own PCS firm from the year 2011,
Chetna Gupta & Associates, specializing in corporate restructuring, secretarial audits, due diligence, and IPO advisory.
Her expertise spans multiple industries, including real estate, manufacturing, and healthcare, providing valuable insights
in strategic deliberations, risk assessment, and performance evaluation.
Ms. Suruchi Jain Virendra Kumar Jain, aged 35, is an Independent Director of the Company, appointed on August
07, 2024, for a period of 5 years until August 06, 2029. She holds a Bachelors of Commerce Degree from Bharathiar
University in the year 2010. She is an Associate Member from the Institute of Company Secretaries of India since 2016.
She served as a Senior Associate at Intertrustviteos Corporate and Fund Services Private Limited from 2020 to 2024,
gaining 4 years of experience in corporate law advisory, regulatory compliances, corporate secretarial matters, and due
diligence services. Her professional expertise includes handling secretarial compliances, orchestrating AGMs, and
ensuring legal and regulatory adherence. Her in-depth knowledge and perspective will greatly assist the Board in strategic
planning and risk assessment.
CONFIRMATIONS
a) Except stated below, None of the Directors and Key Managerial Personnel of our Company are related to each other
as per Section 2(77) of the Companies Act, 2013.
Sr. No. Name of the Director Name of the Director Relationship
1. Mr. Manish Bajoria Ms. Neelam Bajoria Spouse
2. Mr. Ashish Bajoria Mr. Manish Bajoria Brother
3. Ms. Neelam Bajoria Mr. Ashish Bajoria Brother in Law
b) There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to
which any of the Directors or Key Managerial Personnel were selected as a director or Member of Senior
Management.
c) There are no service contracts entered by the Directors with our Company providing for benefits upon termination
of employment.
d) As on the date of this Red Herring Prospectus, none of our directors are on the RBI List of wilful defaulters or
Fraudulent Borrowers.
e) As on the date of this Red Herring Prospectus, none of our Directors are Fugitive Economic Offender under Section
12 of the Fugitive Economic Offenders Act, 2018.
f) As on the date of this Red Herring Prospectus, none of our director is or was a director of any listed Company
during the last 5 (five) years preceding the date of this Red Herring Prospectus, whose shares have been or were
suspended from being traded on the Stock Exchange(s), during the term of their directorship in such Company.
g) As on the date of this Red Herring Prospectus, none of our director 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.
h) As on the date of this Red Herring Prospectus, none of the Promoter, Persons forming part of our Promoter Group,
Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control
of any other Company, which is debarred from accessing the capital market under any order or directions made by
SEBI or any other regulatory authority.
i) No proceedings / investigations have been initiated by SEBI against any Company, the Board of Directors of which
also comprises any of the Directors of our Company.
REMUNERATION / COMPENSATION TO OUR DIRECTORS
The compensation payable to our Directors will be governed as per the terms of their appointment and shall be subject to
the provisions of Section 2(54), Section 2(94), Section 188, Section 196, Section 197, Section 198 and Section 203 and
any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013
and the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions
194of the Companies Act, 2013, for the time being in force). Set forth below is the remuneration payable by our Company
to our Directors for upcoming financial years:
(₹ in Lakhs)
Sr. No. Name of Director Remuneration shall not exceed
1. Mr. Manish Bajoria 36.00
2. Ms. Neelam Bajoria 24.00
Total 60.00
Remuneration paid for F.Y. 2024-25 the directors have been paid gross remuneration as follows:
(₹ in Lakhs)
Sr. No. Name of Director Remuneration paid
1. Mr. Manish Bajoria 36.00
2. Ms. Neelam Bajoria 24.00
Total 60.00
TERMS AND CONDITIONS OF EMPLOYMENT OF OUR DIRECTORS
Mr. Manish Bajoria – Managing Director & Chief Financial Officer
Mr. Manish Bajoria is the Promoter, Managing Director and CFO of the Company. He was appointed as Managing
Director of the Company w.e.f. June 11, 2024, for a period of 5 consecutive years. The significant terms of his
employment are as below:
Remuneration Upto ₹ 36.00 Lakh per annum
Bonus and Profit-sharing Ratio Not Applicable
Term Appointed as Managing Director for a period of 5 (five) years commencing
from June 11, 2024, to June 10, 2029.
Remuneration in the event of loss In the event of inadequacy or absence of profits in any financial years during
or inadequacy of profits his tenure, the Director will be paid remuneration as mentioned in Schedule V
as may be approved by the Shareholders of the Company.
For further information on brief profile of Director, please refer the section “Brief Profile of our Directors”
Ms. Neelam Bajoria – Executive Director
Ms. Neelam Bajoria, is the Executive Director of the company since September 10, 2008. The significant terms of his
employment are as below:
Remuneration Upto 24 Lakhs per annum
Bonus and Profit-sharing Ratio Not Applicable
Term Appointed as Executive Director w.e.f. September 10, 2008.
Remuneration in the event of loss In the event of inadequacy or absence of profits in any financial years during
or inadequacy of profits her tenure, the Director will be paid remuneration as mentioned in Schedule V
as may be approved by the Shareholders of the Company.
For further information on brief profile of Director, please refer the section “Brief Profile of our Directors”
SITTING FEES
The payment of sitting fees to the Non-Executive Director and Independent Directors of the Company for attending the
meeting of the Board of Directors and meetings of the Committees of the Board of Directors in following manner:
Sr. No. Name of Director Fees for attending the meeting of
Board of Directors Committee Meetings
1. Mr. Ashish Bajoria Upto ₹ 35,000 per meeting Upto ₹ 35,000 per meeting
2. Ms. Chetna Gupta Upto ₹ 35,000 per meeting Upto ₹ 35,000 per meeting
3. Ms. Suruchi Jain Virendra Kumar Jain Upto ₹ 35,000 per meeting Upto ₹ 35,000 per meeting
PAYMENT OF BENEFITS
Except to the extent of remuneration payable to the Managing Director & Executive Director for services rendered to our
Company and to the extent of fees payable to the Non-Executive Director for the professional services provided by
195him/her and to the extent of other reimbursement of expenses payable to them as per their terms of appointment, our
Company has not paid in the last 2 (two) years preceding the date of this Red Herring Prospectus, and does not intend to
pay, any amount or benefits to our directors.
PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY
Except as stated otherwise in this Red Herring Prospectus and any statutory payments made by our Company, no non-
salary amount or benefit has been paid, since the incorporation, or given or is intended to be paid or given to any of our
Company’s officers except remuneration of services rendered as Directors, officers or employees of our Company.
Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of such officer’s employment in our Company or superannuation.
Contributions are made regularly by our Company towards provident fund, gratuity fund and employee state insurance.
BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS
None of our Directors are a party to any bonus or profit-sharing plan.
SHAREHOLDING OF DIRECTORS IN OUR COMPANY
Our Articles of Association do not require our Directors to hold qualification shares.
As on date of this Red Herring Prospectus, our Directors hold the following number of Equity Shares of our Company:
Sr. Name of Directors No. of Equity Shares Held % of pre-Offer capital
No. (Pre-Offer)
1 Mr. Manish Bajoria 36,95,280 50.95
2 Ms. Neelam Bajoria 12,36,000 17.04
3 Mr. Ashish Bajoria 400 0.01
4 Ms. Chetna Gupta NIL NIL
5 Ms. Suruchi Jain Virendra Kumar Jain NIL NIL
Total 49,31,680 68.00
SHAREHOLDING OF DIRECTORS IN OUR SUBSIDIARY
As on date of this Red Herring Prospectus, our Company does not have a subsidiary.
INTEREST OF OUR DIRECTORS
Our Managing Director & Executive Directors may be interested to the extent of remuneration paid to them, respectively
for services rendered as a Directors of our Company and reimbursement of expenses payable to them. For details, please
refer “Terms and conditions of employment of our Managing Director and Executive Director and Non- Executive
Director” above. Further Non-executive Director, all our Independent Directors may be interested to the extent of fees
payable to them and / or the commission payable to them for attending meetings of the Board of Directors or a committee
thereof. The Independent Directors are paid sitting fees for attending the meetings of the Board and Committees of the
Board and may be regarded as interested to the extent of such sitting fees and reimbursement of other expenses payable
to them as per their terms of appointment.
Our Directors Mr. Manish Bajoria, Ms. Neelam Bajoria and Mr. Ashish Bajoria may be deemed to be interested in the
Company to the extent of the Equity Shares held by them and to the extent of any dividend payable to them and other
distributions in respect of the Equity Shares held by them if any.
Interest in promotion of our Company
Except Mr. Manish Bajoria and Ms. Neelam Bajoria none of our Directors have any interest in the promotion or formation
of our Company as of the date of this Red Herring Prospectus.
Interest in the property of our Company
Except as stated in the chapter titled “Related Party Transaction” beginning on page 221 of Red Herring Prospectus,
our Directors have not entered into any contract, agreement or arrangements within a period of 2 (two) years preceding
the date of this Red Herring Prospectus in which the Directors are interested directly or indirectly and no payments have
been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them. Further
196our directors do not have any interest in any immovable property to be acquired by the Company except otherwise
disclosed in the heading titled “Our Properties” under the chapter titled “Our Business” beginning on page 142 of this
Red Herring Prospectus.
Interest as Creditor of our Company
As on the date of this Red Herring Prospectus, except as stated in the chapter titled “Statement of Financial
Indebtedness” and heading titled “Related Party Transactions” under chapter titled “Financial Statements as
Restated”, our Company has not availed loans from Directors of our Company.
Interest in the business of Our Company
Further, save and except as stated otherwise in “Statement of Related Parties’ Transactions” in the chapter titled
“Financial Statements as Restated” of this Red Herring Prospectus, our directors do not have any other interests in our
Company as on the date of this Red Herring Prospectus. Our directors are not interested in the appointment of
Underwriters, Registrar and Bankers to the Issue, or any such intermediaries registered with SEBI.
Interest in transactions involving acquisition of land
Our directors are not currently interested in any transaction with our Company involving acquisition of land. Except as
stated / referred to under the heading titled “Our Properties” under chapter titled “Our Business” beginning on page 142
of this Red Herring Prospectus, our directors have not entered into any contract, agreement or arrangements in relation
to acquisition of property, since incorporation in which the Directors are interested directly or indirectly and no payments
have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them.
Interest as Member of a Company or Firm
Except as stated in this chapter the section titled “Related Party Transactions” and the chapter “Our Business” beginning
on page 221 and 142 of this Red Herring Prospectus respectively, our Directors do not have any other interest in our
business
Other Interests
Except as stated above, none of the beneficiaries of loans, advances and sundry debtors are related to the Directors of our
Company.
No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our directors or to the firms
or companies in which they are interested as a member by any person either to induce him to become, or to help him
qualify as a Director, or otherwise for services rendered by him or by the firm or Company in which he is interested, in
connection with the promotion or formation of our Company.
Further, our directors may be directors on the board, or are members, or are partners, or are trustees of certain Group
Entities and may be deemed to be interested to the extent of the payments made by our Company, if any, to such Group
Entities. For the payments that are made by our Company to certain Group Entities, please refer chapters titled “Financial
Statements as Restated” and “Related Party Transactions” beginning on page 222 and 221 of this Red Herring
Prospectus.
CHANGES IN OUR BOARD DURING THE LAST THREE YEARS
Except as disclosed below, there have been no changes in our Board during the last 3 (three) years.
Sl. Directors Date of Event Event Reason for
No. Change
1. Mr. Manish Bajoria June 11, 2024 Change in Designation to Managing Director Corporate
2. Mr. Ashish Bajoria June 11, 2024 Appointed as Non-Executive Director Restructuring
3. Ms. Chetna Gupta August 07, 2024 Appointed as Independent Director
4. Ms. Suruchi Jain August 07, 2024 Appointed as Independent Director
Virendra Kumar Jain
ORGANISATION STRUCTURE
197ORGANISATION
STRUCTURE
Independent
Managing Director Non- Independent
Director-
Executive & Chief Financial Executive Director-
Ms. Suruchi Director -Ms. Officer- Director -Mr. Ms. Chetna
Jain Virendra Neelam Bajoria Mr. Manish Bajoria Ashish Bajoria Gupta
Kumar Jain
Company Secretary and
Compliance Officer -
Ms. Shraddha Dhacholia
BORROWING POWERS OF OUR BOARD
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the
payment of any sum of money for the purposes of our Company. Pursuant to a resolution passed by our shareholders at
their Extra Ordinary General Meeting held on August 07, 2024 our shareholders have authorized our Board to borrow
any sum of money from time to time notwithstanding that the sum or sums so borrowed together with the monies, if any,
already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary
course of business) exceed the paid up capital and free reserves of the Company provided such amount does not exceed
₹ 200 Crore (Rupees Two Hundred Crore) over and above the aggregate of the paid up share capital and free reserves
which may have not been set apart for any purpose.
APPOINTMENT OF RELATIVES OF DIRECTORS TO ANY OFFICE OR PLACE OF PROFIT
Except as disclosed in this Red Herring Prospectus, none of the relatives of our directors currently hold any office or
place of profit in our Company.
POLICIES ADOPTED BY OUR COMPANY
Our Company has adopted the following policies:
a) Policy on Code of Conduct for Directors and Senior Management
b) Policy of Audit Committee
c) Policy of Nomination and Remuneration Committee
d) Policy of Stakeholder Relationship Committee
e) Policy on Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information
f) Policy on Disclosure and Internal Procedure for Prevention of Insider Trading
g) Policy on Whistle Blower and Vigil Mechanism
h) Policy on Related Party Transactions (RPT)
i) Policy for Preservation of Documents and Archival of Documents
j) Policy for Prevention of Sexual Harassment
k) Policy on Materiality for Disclosures of events to Stock Exchanges
l) Policy on Code of Independent Directors and Familiarization of Independent Director
m) Policy for identification of Materiality of outstanding Litigations involving Company, its subsidiary, Directors,
Promoter and other Group Companies
198n) Policy on Corporate Social Responsibility
o) Policy on Risk Management
p) Policy on Board Diversity
q) Policy on succession planning for the Board and Senior Management
r) Criteria for Performance Evaluation of Independent Directors and the Board of Directors
CORPORATE GOVERNANCE
In addition to the applicable provisions of the Companies Act, 2013 with respect to Corporate Governance, provisions of
the SEBI (LODR) Regulation, 2015 will also be complied with the extent applicable to our Company immediately upon
the listing of the Equity Shares on the Stock Exchange.
Our Company stands committed to good Corporate Governance practices based on the principles such as accountability,
transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied
with the requirements of the applicable regulations, in respect of corporate governance including constitution of the Board
and Committees thereof.
The Corporate Governance framework is based on an effective Independent Board, the Board’s Supervisory role from
the executive management team and constitution of the Board Committees, as required under law.
The Board functions either as a full board or through the various committees constituted to oversee specific operational
areas.
As on the date of this Red Herring Prospectus, there are 5 (Five) Directors on our Board out of which one third are
Independent Directors. Our Company is in compliance with the corporate governance norms prescribed under the
Companies Act, 2013, particularly, in relation to appointment of Independent Directors to our Board and constitution of
Board level committees.
Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI (LODR)
Regulation, 2015 and the Companies Act, 2013.
COMMITTEES OF OUR BOARD
The following committees have been constituted in terms of SEBI (LODR) Regulations, 2015 and the Companies Act,
2013:
a) Audit Committee
b) Stakeholders’ Relationship Committee
c) Nomination and Remuneration Committee
d) Internal Complaints Committee
e) Corporate Social Responsibility Committee
Audit Committee
Our Company has constituted an Audit Committee ("Audit Committee"), as per Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (LODR) Regulation, 2015; vide resolution passed at the meeting of the Board of Directors
held on September 03, 2024.
The terms of reference of Audit Committee adheres to the requirements of Regulation 18 of the SEBI (LODR) Regulation,
2015, proposed to be entered with the Stock Exchange in due course.
The committee presently comprises the following 4 (Four) directors:
Sr. No. Name of Director Status in Committee Nature of Directorship
1991 Ms. Chetna Gupta Chairperson Independent Director
2 Ms. Suruchi Jain Virendra Kumar jain Member Independent Director
3 Mr. Manish Bajoria Member Managing Director
4 Ms. Neelam Bajoria Member Executive Director
The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Audit Committee.
Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section
177 of the Companies Act, 2013 and Regulation 18(3) of the SEBI (LODR) Regulation, 2015.
Meetings of Audit Committee and Quorum
As required under Regulation 18 of the SEBI (LODR) Regulation, 2015, the Audit Committee shall meet at least 4 (four)
times in a year, and not more than 120 (one hundred twenty) days shall elapse between two meetings. The quorum shall
be two members present, or one-third of the members, whichever is greater, provided that there should be a minimum of
two independent members present.
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
a) To investigate any activity within its terms of reference;
b) To seek information from any employee;
c) To obtain outside legal or other professional advice; and
d) To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit Committee
The role of the Audit Committee shall include the following:
a) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
b) Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of
appointment of statutory auditor of the Company;
c) Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;
d) Approving payments to 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 included in the Director’s Responsibility Statement to be included in the Board’s report
in terms of clause (c) of sub-Section 3 of Section 134 of the Companies Act, 2013, as amended;
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;
iv. Significant adjustments made in the financial statements arising out of audit findings;
v. Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;
vi. Disclosure of any related party transactions; and
vii. Qualifications / 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;
200g) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
h) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
i) Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval
for related party transactions proposed to be entered by our Company subject to such conditions as may be
prescribed;
j) Formulating a policy on related party transactions, which shall include materiality of related party transactions;
k) Scrutinizing of inter-corporate loans and investments;
l) Valuing of undertakings or assets of the Company, wherever it is necessary;
m) Evaluating of internal financial controls and risk management systems;
n) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
o) Reviewing, with the management, performance of statutory and internal auditors, 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) Discussing 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) Discussing 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 whistle blower mechanism;
v) Approving the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate; and
w) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other
terms of reference as may be decided by the Board and / or specified / provided under the Companies Act, 2013 or
SEBI Listing Regulations or by any other regulatory authority.
x) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans /
advances / investments existing as on the date of coming into force of this provision
y) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders
Further, the Audit Committee shall mandatorily review the following information:
a) management discussion and analysis of financial condition and results of operations;
b) management letters / letters of internal control weaknesses issued by the statutory auditors;
201c) internal audit reports relating to internal control weaknesses; and
d) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee.
e) statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes
other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7).
Stakeholders’ Relationship Committee
Our Company has constituted a shareholder / investors grievance committee “Stakeholders’ Relationship Committee” to
redress complaints of the shareholders. The Stakeholders’ Relationship Committee was constituted vide resolution passed
at the meeting of the Board of Directors held on September 03, 2024.
The Stakeholders’ Relationship Committee comprises:
Sr. Name of Director Status in Committee Nature of Directorship
No.
1 Mr. Ashish Bajoria Chairperson Non-Executive Director
2 Mr. Manish Bajoria Member Managing Director
3 Ms. Suruchi Jain Virendra Kumar Jain Member Independent Director
The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Stakeholders’
Relationship Committee.
The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The scope
and function of the Stakeholders’ Relationship Committee and its terms of reference shall include the following:
Tenure
The Stakeholder’s Relationship Committee shall continue to be in function as a committee of the Board until otherwise
resolved by the Board, to carry out the functions of the Stakeholder’s Relationship Committee as approved by the Board.
Meetings
The Stakeholder’s Relationship Committee shall meet at least 1 (one) time in a year. The Chairperson of the Stakeholders
Relationship Committee shall be present at the annual general meetings to answer queries of the security holders.
Role of the Stakeholders’ Relationship Committee
The role of the Stakeholders’ Relationship Committee shall include the following:
a) Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;
b) Review of measures taken for effective exercise of voting rights by shareholders;
c) 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;
d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders
of the company.
Nomination and Remuneration Committee
Our Company has constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act,
2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of
Directors held on September 03, 2024.
202The Nomination and Remuneration Committee comprises the following Directors:
Sr. Name of Director Status in Committee Nature of Directorship
No.
1 Ms. Chetna Gupta Chairperson Independent Director
2 Ms. Suruchi Jain Virendra Kumar Jain Member Independent Director
3 Mr. Ashish Bajoria Member Non-Executive Director
The Company Secretary & Compliance Officer of our Company shall act as the Secretary of the Nomination and
Remuneration Committee.
The scope and function of the Committee and its terms of reference shall include the following:
Tenure
The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise
resolved by the Board.
Meetings
The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for a meeting
of the nomination and remuneration committee shall be either two members or one third of the members of the committee,
whichever is greater, including at least one independent director in attendance.
Role of the Nomination and Remuneration Committee not limited to but includes:
a) Formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other
employees;
b) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such description. For the purpose of
identifying suitable candidates, the Committee may:
i. use the services of an external agencies, if required;
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates
c) Formulating of criteria for evaluation of performance of independent Directors and the Board;
d) Devising a policy on Board diversity;
e) Identifying persons who are qualified to become directors of our Company and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board their appointment and removal.
Our Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report of our
Company;
f) Determining our Company’s policy and recommending to the Board, all remuneration, in whatever form, payable
to Senior management.
203Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee shall formulate and recommend a CSR policy to the Board, the Company
has constituted a Corporate Social Responsibility Committee pursuant to resolution of the Board of Directors dated
September 18, 2024. The Corporate Social Responsibility Committee shall recommend the amount of expenditure to be
incurred on the CSR activities to be undertaken by the company, monitor the CSR policy of the Company from time to
time and establish the transparent controlling mechanism for the implementation of the CSR projects or programs or
activities undertaken by the company as per the requirements of the Companies Act, 2013, Listing Agreement and SEBI
LODR for Corporate Governance.
The Corporate Social Responsibility Committee comprises the following members:
Sr. No. Name of Director Status in Committee Nature of Directorship
1 Ms. Chetna Gupta Chairperson Independent Director
2 Ms. Neelam Bajoria Member Executive Director
3 Mr. Manish Bajoria Member Managing Director
Role of the Corporate Social Responsibility Committee not limited to but includes:
We further confirm that at least one Director is an Independent Director.
Company Secretary & Compliance Officer of our Company shall act as the secretary to the Corporate Social
Responsibility Committee.
Measures
In the aforesaid backdrop, policy on CSR of ARC Insulation & Insulators Limited is broadly framed taking into account
the following measures:
The CSR activities shall be undertaken by ARC Insulation & Insulators Limited, as stated in this Policy, as projects or
programs or activities (either new or ongoing), excluding activities undertaken in pursuance of its normal course of
business.
The CSR activities which are exclusively for the benefit of ARC Insulation & Insulators Limited employees, or their
family members shall not be considered as CSR activity.
ARC Insulation & Insulators Limited shall give preference to the local area or areas around it where it operates, for
spending the amount earmarked for CSR activities.
The Board of ARC Insulation & Insulators Limited may decide to undertake its CSR activities as recommended by the
CSR Committee, through a registered trust or a registered society or a company established by the company or its holding
or subsidiary or associate company pursuant to Section 135 of the Companies Act, 2013 and rules made there-under.
The following is the list of CSR projects or programs which ARC Insulation & Insulators Limited plans to undertake
pursuant to Schedule VII of the Companies Act, 2013:
a) eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation
including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation
and making available safe drinking water.
b) promoting education, including special education and employment enhancing vocation skills especially among
children, women, elderly, and the differently abled and livelihood enhancement projects.
c) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up
old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities
faced by socially and economically backward groups.
d) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare,
agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution
to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga.
e) protection of national heritage, art and culture including restoration of buildings and sites of historical importance
and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts.
204f) measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces
(CAPF) and Central Para Military Forces (CPMF) veterans, and their dependents including widows.
g) training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports.
h) contribution to the Prime Minister’s National Relief Fund or Prime Minister’s Citizen Assistance and Relief in
Emergency Situations Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-
economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward
classes, minorities and women.
i) (a) Contribution to incubators or research and development projects in the field of science, technology, engineering
and medicine, funded by the Central Government or State Government or Public Sector Undertaking or any agency
of the Central Government or State Government; and
(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and
autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT);
Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and
Naturopathy, Unani, Siddha and Homoeopathy (AYUSH); Ministry of Electronics and Information Technology and
other bodies, namely Defense Research and Development Organisation (DRDO); Indian Council of Agricultural
Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research
(CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting
Sustainable Development Goals (SDGs).
j) rural development projects.
k) slum area development.
l) disaster management, including relief, rehabilitation and reconstruction activities.
Any other measures with the approval of Board of Directors on the recommendation of CSR Committee subject to the
provisions of Section 135 of Companies Act, 2013 and rules made there-under.
Organisational mechanism and responsibilities
Constitution of Corporate Social Responsibility Committee
The Board of Directors of the Company shall constitute a Corporate Social Responsibility Committee of the Board (“CSR
Committee”) consisting of three or more directors, out of which at least one director shall be an independent director.
The CSR Committee shall –
a) Formulate and recommend to the Board, a CSR policy and activities to be undertaken by the company as per
Schedule VII;
b) Recommend the amount of expenditure to be incurred on the activities; and
c) Monitor the Policy of the company from time to time.
The Board of the company shall after taking into account the recommendations made by the CSR Committee, approve
the policy for the company and disclose contents of such Policy in its report and also place it on the company’s website
and ensure that the activities as are included in the CSR Policy of the company are undertaken by the company.
ARC Insulation & Insulators Limited provide the vision under the leadership of its Managing Director, Mr. Manish
Bajoria.
At the Company, the Managing Director takes on the role of the mentor, while the onus for the successful and time bound
implementation of the CSR activities / projects is on the HR Head and CSR teams.
To measure the impact of the work done, a social satisfaction survey / audit is carried out by an external agency.
205Activities, setting measurable targets with timeframes and performance management:
Prior to the commencement of CSR activities / projects, we carry out a baseline study of the nearby area / villages of the
Company’s Site Locations.
The study encompasses various parameters such as – health indicators, literacy levels, sustainable livelihood processes,
and population data – below the poverty line and above the poverty line, state of infrastructure, among others.
From the data generated, a 1-year plan and a 5-year rolling plan are developed for the holistic and integrated development
of the affected people.
All activities / projects of CSR are assessed under the agreed strategy, and are monitored every quarter / year, measured
against targets and budgets. Wherever necessary, midcourse corrections are made.
Budgets
A specific budget is allocated for CSR activities and spending on CSR activities shall not be less than 2% of the average
net profits of the Company made during the three immediately preceding financial years, in pursuance of this policy.
In case Company fails to spend such amount, the Board shall specify the reasons for not spending the amount.
Approving authority for the CSR amount to be spent would be any one Director or the Managing Director / Chief Financial
Officer of the Company after due recommendation of CSR Committee and approval of the Board of Directors of the
Company.
The CSR Policy mandates that the surplus arising out of the CSR projects or programs or activities shall not form part of
the business profit of a company.
The CSR projects or programs or activities undertaken in India only shall amount to CSR expenditure.
CSR expenditure shall include all expenditure including contribution to corpus, for projects or programs relating to CSR
activities approved by the Board on the recommendation of the CSR Committee but does not include any expenditure on
any item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Companies
Act 2013.
Tax treatment of CSR spent will be in accordance with the Income Tax Act as may be notified by CBDT.
Internal Complaints Committee
An Internal Complaints Committee is constituted for our Company by the Board to look into the matters concerning
sexual harassment pursuant to resolution of the Board of Directors dated September 03, 2024. The Internal Complaints
consists of the following members.
Sr. No. Name Status in Committee Gender
1. Ms. Neelam Bajoria Presiding Officer Female
2. Ms. Shraddha Dhacolia Member Female
3. Mr. Manish Bajoria Member Male
4. Mrs. Ryena Gupta External NGO Member Female
A complainant can approach any member of the committee with her written complaint.
Tenure
The President and other members of the committee shall hold office for such period, not exceeding 3 (three) years, from
the date of their nomination as may be specified by the employer.
Scope
This policy is applicable to employees, workers, volunteers, probationer and trainees including those on deputation, part
time, contract, working as consultants or otherwise (whether in the office premises or outside while on assignment). This
policy shall be considered to be a part of the employment contract or terms of engagement of the persons in the above
categories.
206Where the alleged incident occurs to our employee by a third party while on a duty outside our premises, the Company
shall perform all reasonable and necessary steps to support our employee.
What Constitutes Sexual Harassment?
Sexual Harassment means such unwelcome sexually determined behaviour (directly or through implication), like physical
contact and advances by the employee(s) including:
a) A demand or request for sexual favours, sexually coloured remarks, showing pornography, any other unwelcome
physical conduct of sexual nature, lurid stares, physical contact or molestation, stalking, sounds, display of pictures,
signs;
b) Eve teasing, innuendos and taunts, physical confinement against one’s will;
c) A demand or request for sexual favours, whether verbally or non-verbally, where the submission to such conduct is
made either explicitly or implicitly a term or condition of an individual’s employment or promotion / evaluation of
work thereby denying an individual equal opportunity at employment;
d) An act or conduct by a person in authority which makes the environment at workplace hostile or intimidating to a
person or unreasonably interferes with the individual’s privacy and productivity at work;
e) Verbal harassment of a sexual nature, such as lewd comments, sexual jokes or references, and offensive personal
references; demeaning, insulting, intimidating, or sexually suggestive comments (oral or written) about an
individual’s personal appearance or electronically transmitted messages (Jokes, remarks, letters, phone calls);
f) Any other behaviour which an individual perceives as having sexual overtones.
Redressal Mechanism:
Once the complaint is received by the Committee:
a) The person who is accused by the complainant will be informed that a complaint has been filed against him (he will
be made aware of the details of the allegation and also the name of the complainant as it would be necessary for
proper inquiry) and no unfair acts of retaliation or unethical action will be tolerated.
b) The complainant has the opportunity to ask for conciliation proceedings by having communication with the accused
in the presence of the Committee. Please note that in such conciliation the complainant cannot demand monetary
compensation.
c) The Committee shall provide the copies of the settlement as recorded during conciliation to the aggrieved employee
and the respondent.
d) If the matter has been settled by conciliation but the respondent is not complying with the terms and conditions, the
aggrieved party can approach the Committee for Redressal.
e) The Committee will question both the complainant and the alleged accused separately. If required, the person who
has been named as a witness will need to provide the necessary information to assist in resolving the matter
satisfactorily.
f) The Committee shall call upon all witnesses mentioned by both the parties.
g) The Committee can ask for specific documents from a person if it feels that they are important for the purpose of
investigation.
h) The complainant has the option to seek transfer or leave so that the inquiry process can continue smoothly and to
prevent recurrence of similar situations or discomfort to the complainant. The leave can extend for a maximum
period of 3 months. Leave granted under this provision will be paid leave and will not be counted in the number of
leaves that the complainant is statutorily entitled to. The complainant may be required to work from home, if it is
practicable, keeping in mind the nature of work of the complainant, health and mental condition. However, the
complainant is under a good faith obligation and shall not abuse the process to request unjustifiably long periods of
leave, keeping in mind the economic effects of the leave to the organization. The Committee shall have the discretion
to grant leave of an appropriate duration, depending on the facts and circumstances of the case, or grant an alternate
measure such as transferring the employee or the accused, as it deems fit.
207Where leave is granted to the complainant, the Committee shall make best attempts to ensure speedy completion of the
inquiry process and to minimize adverse economic consequences to the Company arising out of the absence of the
complainant from the workplace.
i. The complainant and the accused shall be informed of the outcome of the investigation. The investigation shall be
completed within 3 months of the receipt of the complaint. If the investigation reveals that the complainant has
been sexually harassed as claimed, the accused will be subjected to disciplinary action accordingly.
a) The report of the investigation shall be supplied to the employer (or the District Officer), the accused and the
complainant within 10 days of completion of the investigation.
b) The employer or the District Officer will act on the recommendations of the Committee within 60 days of
the receipt of the report.
ii. The contents of the complaint made, the identity and addresses of the aggrieved employee, respondent and
witnesses, any information relating to conciliation and inquiry proceedings, recommendations of the Internal
Committee and the action taken by the employer shall not be published, communicated or made known to the
public, press and media in any manner
Any party aggrieved by the report can prefer an appeal in the appropriate Court or Tribunal in accordance with the service
rules within 90 days of the recommendation been given to the employer / District Officer.
Disciplinary Action:
Where any misconduct is found by the Committee, appropriate disciplinary action shall be taken against the accused.
Disciplinary action may include transfer, withholding promotion, suspension or even dismissal. This action shall be in
addition to any legal recourse sought by the complainant.
If it is found out through evidence by the Committee that the complainant has maliciously given false complaint against
the accused, disciplinary action shall be taken against the complainant as well.
Regardless of the outcome of the complaint made in good faith, the employee lodging the complaint and any person
providing information or any witness, will be protected from any form of retaliation. While dealing with complaints of
sexual harassment, the Committee shall ensure that the complainant or the witness are not victimized or discriminated
against by the accused. Any unwarranted pressures, retaliatory or any other type of unethical behaviour by the accused
against the complainant while the investigation is in progress should be reported by the complainant to the Complaints
Committee as soon as possible. Disciplinary action will be taken by the Committee against any such complaints which
are found genuine.
This policy shall be disseminated to each employee of the Company as well as new recruits who will have to acknowledge
that they have read and understood the policy and that they shall abide by the policy.
POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING
The provisions of Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT
Regulations”) will be applicable to our Company immediately upon the listing of its Equity Shares on the Emerge
Platform of National Stock Exchange of India Limited (“NSE Emerge”). We shall comply with the requirements of the
SEBI (PIT) Regulations on listing of Equity Shares on stock exchanges. Further, Board of Directors have formulated and
adopted the code of conduct to regulate, monitor and report trading by its employees and other connected persons.
The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and
adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct
under the overall supervision of the board.
OUR KEY MANAGERIAL PERSONNEL
Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who are
permanent employees of our Company. Given below are the details of the Key Managerial Personnel of our Company as
prescribed under the Companies Act, 2013:
208Sr. No Name of the KMPs Designation
1. Mr. Manish Bajoria Managing Director & Chief Financial Officer
2. Ms. Shraddha Dhacholia Company Secretary & Compliance Officer
BREIF PROFILE OF KEY MANAGERIAL PERSONNEL:
Mr. Manish Bajoria – Managing Director & Chief Financial Officer
Mr. Manish Bajoria is the Managing Director & Chief Financial Officer of our Company. For details, see “Brief Profile
of our Director”, see “Our Management” chapter beginning on page 191 of this Red Herring Prospectus.
Term of Office with expiration Date Appointed as Managing Director & Chief Financial Officer with effect from
June 11, 2024
Details of service contract Not Applicable
Function and areas of experience Responsible for complying with Finance & Taxation provisions,
regulations, acts applicable to the company.
Ms. Shraddha Dhacholia – Company Secretary & Compliance Officer
Ms. Shraddha Dhacholia, aged 35 years, is the Company Secretary & Compliance Officer of our Company. She was
appointed as the Company Secretary & Compliance Officer of our Company at the meeting of the Board of Directors
with effect from September 03, 2024. She has done her Bachelors in Commerce from the University of Calcutta in the
year 2011. She is a qualified Company Secretary and a Fellow member of the Institute of Company Secretaries of India
since the year 2012.
She has experience of more than a decade. She had worked as a Company Secretary in M/s. Apex Capital Markets
Limited from September 2013 to June 2020 and later she was the Practicing Company Secretary for Shraddha &
Associates from December 2020 to August 2024 and surrendered her COP with effect from August 29, 2024. She is
currently responsible for the overall Corporate Governance and Secretarial Compliance of our Company.
Term of Office with expiration Date Appointed as Company Secretary & Compliance Officer with effect from
September 03, 2024.
Details of service contract Not Applicable
Function and areas of experience Overall Corporate Governance and Secretarial Compliance of our
Company.
STATUS OF KEY MANAGERIAL PERSONNEL
All our Key Managerial Personnel are permanent employees of our Company.
RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL
None of the above-mentioned key managerial personnel are related to each other. There are no arrangements or
understanding with major shareholders, customers, suppliers or others, pursuant to which any of the Key Managerial
Personnel were selected as members of our senior management.
RELATIONSHIP OF DIRECTORS / PROMOTER WITH KEY MANAGERIAL PERSONNEL (KMPs)
Except as mentioned below, none of our key managerial personnel are related to our Promoter or Directors. There are no
arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the Key
Managerial Personnel were selected as members of our senior management.
Sr. No. Name of the KMP Name of the Director Relationship
1. Mr. Manish Bajoria Ms. Neelam Bajoria Spouse
2. Mr. Manish Bajoria Mr. Ashish Bajoria Brother
3. Ms. Neelam Bajoria Mr. Ashish Bajoria Brother in Law
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL
As on date of this Red Herring Prospectus, except as stated below, our Key Managerial Personnel do not hold any number
of Equity Shares of our Company
209Sr. No. Name of Key Managerial Personnel No. of Equity Shares Held (Pre-Offer) % of pre-Offer capital
1. Mr. Manish Bajoria 36,95,280 50.95
2. Ms. Shraddha Dhacholia Nil Nil
Total 36,95,280 50.95
REMUNERATION / COMPENSATION TO OUR KMPs
Set forth below is the remuneration paid by our Company to our KMPs for the financial year ended March 31, 2025:
(₹ in Lakhs)
Sr. No. Name of KMPs Designation Remuneration paid
1. Mr. Manish Bajoria Managing Director & Chief Financial Officer * 36.00
2. Ms. Shraddha Dhacholia Company Secretary & Compliance Officer** 4.19
Total 40. 19
*Appointed as Managing Director and Chief Financial Officer of the Company w.e.f. June 11, 2024.
**Appointed as Company Secretary & Compliance Officer w.e.f. September 03, 2024.
The abovementioned KMP’s are on the payrolls of our Company as permanent employees.
BONUS OR PROFIT-SHARING PLAN FOR OUR KEY MANAGERIAL PERSONNEL
As on the date of this Red Herring Prospectus, our Company does not have any performance linked bonus or profit-
sharing plan with any of our Key Managerial Personnel.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL
None of our Key Managerial Personnel has received or is entitled to any contingent or deferred compensation as on date
of this Red Herring Prospectus.
LOANS TO KEY MANAGERIAL PERSONNEL
Except as stated in the Red Herring Prospectus, there is no loan outstanding against Key Managerial Personnel as on date
of this Red Herring Prospectus.
INTEREST OF KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of our Company have interest 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 business and may also be interested to the extent of Equity Shares held by them in our Company,
if any and dividends payable thereon, if any. Except as disclosed in this Red Herring Prospectus, none of our key
managerial personnel have been paid any consideration of any nature from our Company, other than their remuneration.
Except as stated in the heading titled “Related Party Transactions” under the Section titled “Financial Statements as
Restated” beginning on page 222 of this Red Herring Prospectus and described herein above, our key managerial
personnel do not have any other interest in the business of our Company.
CHANGES IN KEY MANAGERIAL PERSONNEL IN THE LAST THREE YEARS
Set forth below are the changes in our Key Managerial Personnel in the last 3 (three) years immediately preceding the
date of this Red Herring Prospectus:
Sr. No. Name Date of Event Designation Reason
1. Mr. Manish Bajoria June 11, 2024 Change in designation as Managing Organisational
Director and Chief Financial Officer restructuring
2. Ms. Shraddha September 03, Appointed as Company Secretary To ensure better
Dhacholia 2024. and Compliance Officer corporate Governance
EMPLOYEES STOCK OPTION SCHEME
Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme as on the date of
filing of this Red Herring Prospectus.
PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY
210Except as stated in this Red Herring Prospectus and any statutory payments made by our Company, no non-salary amount
or benefit has been paid, in two preceding years, or given or is intended to be paid or given to any of our Company’s
officers except remuneration of services rendered as Directors, officers or employees of our Company.
Except as stated in the chapter titled “Financial Statements as Restated” beginning on page 222 of this Red Herring
Prospectus, none of the beneficiaries of loans and advances and sundry debtors are related to our Company, our Directors,
Our Key Managerial Personnel or our Promoter.
ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS
None of our Key Managerial Personnel, Senior Managerial Personnel or Directors have been appointed pursuant to any
arrangement or understanding with our major shareholders, customers, suppliers or others pursuant to which of the
directors was selected as a director or member of senior management. For more information, please refer chapter titled
“Our History and Certain Other Corporate Matters” beginning on page 186 of this Red Herring Prospectus.
211OUR PROMOTERS AND PROMOTER GROUP
OUR PROMOTERS
The Promoters of our Company are Mr. Manish Bajoria, Ms. Neelam Bajoria, Mr. Ashish Bajoria, M/s. Swabhumi
Distributors Private Limited and M/s. Manish Bajoria (HUF).
As on the date of this Red Herring Prospectus, Our Promoters holds an aggregate of 67,71,680 Equity Shares,
representing 93.37 % of the Pre-Offer Issued, Subscribed and Paid-up Equity Share Capital of our Company. For details
of the build-up of the Promoters’ shareholding in our Company, see “Capital Structure – History of the Equity Share
Capital held by our Promoters”, on pages 88 of this Red Herring Prospectus.
BRIEF PROFILE OF OUR INDIVIDUAL PROMOTER
Mr. Manish Bajoria aged 55 is Director of the Company
since Incorporation of the Company and later his designation
was changed from Executive Director to Managing Director
of the Company for a period of 5 years w.e.f. June 11, 2024,
up to June 10, 2029. He is also Chief Financial officer of the
company since June 11, 2024. He has a bachelor’s degree in
commerce from University of Calcutta in the year 1992. He
has more than 16 years of experience in the field of Glass fiber
Reinforced Polymer and composite product sector. He is a
visionary entrepreneur and has played a pivotal role in setting
up business of our Company. He primarily looks after the
overall business operations of the Company. He is the driving
force behind the working of the company and has been the
mentor to all the employees. As a leader, he always delivers
value to the customers and endeavour in fulfilling / exceeding
their expectations and is involved in day-to-day execution of
projects. He is responsible for providing strategic advice and
guidance to the members of the board, to keep them aware of
developments within the industry and ensure that the
appropriate policies are developed to meet the company’s
mission and objectives and to comply with all relevant
statutory and other regulations.
Qualification: Bachelor of Commerce
Date of Birth: August 24, 1970
Age: 54 Years
Residential Address: Tower 1, Flat-25B South City, 375
Prince Anwar Shah Road, Jodhpur Park Kolkata - 700068
Nationality: Indian
PAN: ADOPB7568R
Directorship Held:
• Swabhumi Distributors Private Limited
For the complete profile of Mr. Manish Bajoria, - educational qualifications, professional experience, position / posts held
in the past, directorships held, special achievements and business and financial activities, see “Our Management” on page
191 of this Red Herring Prospectus.
212Ms. Neelam Bajoria, aged 52 years, is the Promoter and Executive
Director of the Company. She has been associated with the
company since its incorporation. She holds a bachelor’s degree in
Arts from the University of Calcutta in the year 1993, and has over
15 years of industry experience in the field of Management and
Leadership skills for Glass fiber Reinforced Polymer and
composite product sector. As the Operations Head, Ms. Bajoria has
consistently demonstrated a strong commitment to fostering a
culture of collaboration, accountability and continuous
improvement within the team. Her ability to inspire and motivate
team members, coupled with her vison, has been instrumental in
achieving organisational goals and objectives is truly
commendable. In her role as Director of the Company she has been
instrumental in driving strategic planning, operational oversight,
and business development initiatives. Throughout her tenure, Mrs.
Bajoria has maintained the highest level of professionalism,
integrity and dedication to their role. She has consistently exhibited
strong ethical values, positive attitude and a relentless pursuit of
excellence in all endeavours
Qualification: Bachelor of Arts
Date of Birth: October 03, 1972
Age: 51 Years
Residential Address: Tower 1, Flat-25B South City, 375 Prince
Anwar Shah Road, Jodhpur Park Kolkata – 700068
Nationality: Indian
PAN: AEAPB6235J
Directorship Held:
• Swabhumi Distributors Private Limited
For the complete profile of Ms. Neelam Bajoria, - educational qualifications, professional experience, position / posts held
in the past, directorships held, special achievements and business and financial activities, see “Our Management” on page
191 of this Red Herring Prospectus.
213Mr. Ashish Bajoria, aged 50, is the Non-Executive Director of
the Company. He was Appointed as Non-Executive Director of the
Company w.e.f. June 11, 2024. He holds Bachelor of Commerce
degree from the University of Calcutta, completed in 1996. He has
over 10 years of professional experience in the field of
Contributing to business development and growth, including a
senior role at BG Industries from June, 06 2014 to March, 10 2024.
and is recognized for his expertise in strategic planning, crisis
management, and operational efficiency. His proven leadership
and ability to drive business growth have been instrumental in
shaping the company’s strategic vision. He is highly regarded for
his analytical, communication, and interpersonal skills,
consistently delivering high-quality results making him an asset to
the Company.
Qualification: Bachelor of Commerce
Date of Birth: April 03, 1975
Age: 50 Years
Residential Address: 1/2, Harish Mukherjee Road, Lala
Lajpathrai Sarani, L.R, Sarani , Kolkata , West Bengal, 700020
Nationality: Indian
PAN: ADOPB5597J
Directorship Held:
Nil
For the complete profile of Mr. Ashish Bajoria, - educational qualifications, professional experience, position / posts held
in the past, directorships held, special achievements and business and financial activities, see “Our Management” on page
191 of this Red Herring Prospectus.
DECLARATION
We declare and confirm that the details of the Permanent Account Number, Aadhaar Card Number and Driving License
Number, Passport Number and Bank Account Number of our Promoter will be submitted to the Stock Exchange i.e.,
National Stock Exchange of India Limited, where the Equity Shares are proposed to be listed at the time of filing this
Red Herring Prospectus.
DETAILS OF OUR CORPORATE PROMOTERS
1. M/s. Swabhumi Distributors Private Limited
Corporate Information
M/s. Swabhumi Distributors Private Limited was incorporated as a private company on May 21, 2010 under the
Companies Act, 1956. Its Corporate Identification Number is U51909WB2010PTC148842. The registered office of
Swabhumi Distributors Private Limited is situated at Village-Ramdevpur, PO-Bawali Bishnupur2, Parganas South,
Bishnupur, West Bengal-743384 India. There have been no changes to the primary business activities undertaken by
Swabhumi Distributors Private Limited.
Nature of Business
Swabhumi Distributors Private Limited is engage in the business of all kinds of industrial tools, showroom, equipment’s
and machineries, rubberised and leather goods, leather garments, iron, stitching wires, textile, yarn, wire, rod, other M.
S., G. I., iron materials and every other type of iron & steel material, aluminium, minerals, ferrous and non-ferrous metals,
tea, coffee, and other agricultural products, development and purchase of tea estate and tea leaf cultivation, real estate
property, offices, space, jute products, packing materials, chemicals, paints, industrial gases, edible and non-edible oils,
sea food, wires, netting wires, mustard oil, sugar, marine products, hospital equipment’s, engineering goods and
214equipment’s, office computer accessories, oil and lubricants, industrial chain, soaps and detergents, cosmetic, jewellery,
processed and packed goods and automobile parts, all types of electric and electronics components and all types of
readymade garments.
Shareholding Pattern of Swabhumi Distributors Private Limited
The following table sets forth the details of the shareholding pattern of the Swabhumi Distributors Private Limited, as on
the date of this Red Herring Prospectus:
Sr. No. Name of Shareholders Number of Equity Shares Percentage (%) of shareholding
1 Mr. Manish Bajoria 20,000 28.57
2 Ms. Neelam Bajoria 50,000 71.43
Total 70,000 100.00
Promoters of Swabhumi Distributors Private Limited
The promoters of Swabhumi Distributors Private Limited are Manish Bajoria and Neelam Bajoria.
Board of Directors
As on the date of this Red Herring Prospectus, the board of directors of Swabhumi Distributors Private Limited comprises
of:
Sr. No. Name of the Directors Designation
1 Mr. Manish Bajoria Director
2 Ms. Neelam Bajoria Director
Change in control of Swabhumi Distributors Private Limited
There has been no change in the control of Swabhumi Distributors Private Limited during the last three years preceding
the date of this Red Herring Prospectus.
The Company confirms that the details of PAN, bank account number(s), as applicable, corporate registration and the
address of the Registrar of Companies where Swabhumi Distributors Private Limited is registered shall be submitted to
the Stock Exchanges at the time of filing the Red Herring Prospectus with the Stock Exchanges.
2. M/s. Manish Bajoria (HUF):
Date of Formation December 26, 2000
PAN AAKHM3177J
Registered Address 375, Prince Anwar Shah Road, Tower 1, Flat – 25B, KOL-
068
Name of Bank & Bank Account No Punjab National Bank-3181000100085175
Details of Members Mr. Manish Bajoria – Karta
Ms. Neelam Bajoria - (Co-Parcener)
Mr. Aman Bajoria - (Co-Parcener)
DECLARATION
We declare and confirm that the details of the Permanent Account Number, Bank Account Numbers, the Company
Registration Numbers and the Addresses of the Registrars of Companies where the companies are registered have been
submitted to the stock exchanges i.e., National Stock Exchange of India Limited, where the Equity Shares are proposed
to be listed at the time of filing this Red Herring Prospectus.
UNDERTAKING / CONFIRMATIONS
None of our Promoter or Promoter Group or Group Company or person in control of our Company has been:
• Prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling or dealing
in securities under any order or direction passed by SEBI or any other authority or
• Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.
215• No material regulatory or disciplinary action is taken by any by a stock exchange or regulatory authority in the past
one year in respect of our Promoters, Group Company and Company promoted by the promoters of our company.
• There are no defaults in respect of payment of interest and principal to the debenture / bond / fixed deposit holders,
banks, FIs by our Company, our Promoters, Group Company and Company promoted by the promoters during the
past three years.
• The litigation record, the nature of litigation, and status of litigation of our Company, Promoters, Group company
and Company promoted by the Promoters are disclosed in chapter titled “Outstanding Litigations and Material
Developments” beginning on page 239 of this Red Herring Prospectus.
• None of our Promoter person in control of our Company are or have ever been a promoters, director or person in
control of any other company which is debarred from accessing the capital markets under any order or direction
passed by the SEBI or any other authority.
CHANGE IN CONTROL OF OUR COMPANY
There has not been any change in the control of our Company since incorporation.
EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY
For details in relation to experience of our Promoters in the business of our Company, please refer the chapter “Our
Management” beginning on page 191 of this Red Herring Prospectus.
INTEREST OF OUR PROMOTER
Our Promoters are interested in our Company to the extent (i) that they have promoted our Company, and (ii) to the extent
of their shareholding in our Company. For details on shareholding of our Promoters in our Company, see “Capital
Structure” on page 88 of this Red Herring Prospectus.
Except as stated otherwise in this Red Herring Prospectus, we have not entered into any contract, agreements or
arrangements in which our Promoters are directly or indirectly interested and no payments have been made to them in
respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties
purchased by our Company and development rights entered into by our Company other than in the normal course of
business. For further details, please refer the section titled “Related Party Transactions” in chapter “Financial
Statements as Restated” on page 222 of this Red Herring Prospectus.
Interest in promotion of our Company
Our Company is currently promoted by the Promoters in order to carry on its present business. Our Promoters are interested
in our Company to the extent of their shareholding and directorship in our Company and the dividend declared, if any, by
our Company.
Interest in the property, land, construction of building, supply of machinery, etc.
Except as mentioned in the chapter titled ‘Our Business’ beginning on page 142 of this Red Herring Prospectus, our
Promoters do not have any other interest in any property acquired or proposed to be acquired by our Company in a period
of 2 (two) years before filing of this Red Herring Prospectus or in any transaction by our Company for acquisition of
land, construction of building or supply of machinery or any other contract, agreement or arrangement entered into by
our Company and no payments have been made or are proposed to be made in respect of these contracts, agreements or
arrangements.
Interest in our Company arising out of being a member of a firm or company
Our Promoters are not interested as member of a firm or company, and no sum has been paid or agreed to be paid to them
or to such firm or company in cash or shares or otherwise by any person either to induce such person to become, or qualify
them as a director, or otherwise for services rendered by them or by such firm or company in connection with the
promotion or formation of our Company.
Interest in our Company other than as Promoter
216Except as mentioned in this chapter and chapters titled “Our Business”, “History and Certain Corporate Matters”, “Our
Management” and “Restated Financial Statements” beginning on pages 142, 186, 191 and 222, respectively, our
Promoters do not have any other interest in our Company.
Payment or Benefit to the Promoters or Promoter Group in the last 2 (two) years
Except as stated above in chapters “Financial Statements as Restated” beginning on page 222 of this Red Herring
Prospectus, there has been no amount or benefit paid or given during the preceding 2 (two) years of filing of this Red
Herring Prospectus or intended to be paid or given to any Promoters or member of our Promoter Group and no
consideration for payment of giving of the benefit.
COMMON PURSUITS OF OUR PROMOTER
Except as disclosed below, our Promoters is not involved with any ventures which are in the same line of activity or
business as that of our Company.
Sr. Name of Director Name of Entity
No
1. Mr. Manish Bajoria Swabhumi Distributors Private Limited
2. Ms. Neelam Bajoria Swabhumi Distributors Private Limited
MATERIAL GUARANTEES GIVEN TO THIRD PARTIES
Except as stated in the “Financial Statements as Restated” beginning on page 222 of this Red Herring Prospectus, our
Promoters have not given material guarantees to the third party(ies) with respect to the specified securities of our
Company.
EXPERIENCE OF PROMOTERS IN THE LINE OF BUSINESS
Our Promoters are Mr. Manish Bajoria and Ms. Neelam Bajoria and have an experience of around 16 years respectively
in the Glass Fiber Reinforced Polymer Manufacturing Industry. The Company shall also endeavour to ensure that relevant
professional help is sought as and when required in the future.
SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY
For details of shareholding of members of our Promoter Group as on the date of this Red Herring Prospectus, please see
the chapter titled “Capital Structure – Notes to Capital Structure” beginning on page 88 of this Red Herring Prospectus.
LITIGATION INVOLVING OUR PROMOTER
For details relating to legal proceedings involving the Promoters, please refer “Outstanding Litigation and Material
Developments” beginning on page 239 of this Red Herring Prospectus.
RELATED PARTY TRANSACTIONS
Except as stated in “Annexure XXX – Related Party Transactions” beginning on page 221 of this Red Herring
Prospectus, and as stated therein, our Promoters or any of the Promoter Group Entities do not have any other interest in
our business.
COMPANIES WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE PRECEDING THREE
YEARS
Our Promoters have not disassociated themselves from any companies, firms or entities during the last three years
preceding the date of this Red Herring Prospectus.
OUR PROMOTER GROUP
Our Promoter Group in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018 is as under:
A. Natural Persons who form part of our Promoter Group:
Promoter Mr. Manish Bajoria Ms. Neelam Bajoria Mr. Ashish Bajoria
Relation with Promoter
217Father Late Gopal Bajoria Late Matadin Gokulka Late Gopal Bajoria
Mother Premlata Bajoria Late Savitri Devi Gokulka Prem Lata Bajoria
Spouse Neelam Bajoria Manish Bajoria Rashmee Bajoria
Brother(s) Ashish Bajoria Santosh Gokulka Manish Bajoria
Sister(s) Ritu Tibrewal Meenu Agarwal Ritu Tibrewal
Son(s) Aman Bajoria Aman Bajoria -
Daughter(s) - - Simaaya Bajoria
Manya Bajoria
Spouse's Father Late Matadin Gokulka Late Gopal Bajoria Radhey Shyam Agarwal
Spouse's Mother Late Savitri Devi Gokulka Premlata Bajoria Prabha Agarwal
Spouse's Brother(s) Santosh Gokulka Ashish Bajoria Vikash Agarwal
Spouse's Sister(s) Meenu Agarwal Ritu Tibrewal -
B. Entities forming part of the Promoter Group:
1. In case promoter is a Body Corporate
Sr. Nature of Relationship Name of the Promoter Entities /
No. Company
Swabhumi Distributors Private
Limited
1. Subsidiary or holding company of Promoter Company N.A.
2. Any Body corporate in which promoter (Body Corporate) holds 20% N.A
or more of the equity share capital or which holds 20% or more of
the equity share capital of the promoter (Body Corporate).
2. In case promoter is an Individual:
Sr. No. Nature of Relationship Entity
1. Any Body Corporate in which 20% or more of the equity share capital Swabhumi Distributors Private
is held by promoter or an immediate relative of the promoter or a firm Limited
or HUF in which promoter or any one or more of his immediate
relatives is a member.
2. Any Body corporate in which Body Corporate as provided above holds N.A.
20% or more of the equity share capital.
3. Any Hindu Undivided Family or firm in which the aggregate Manish Bajoria HUF
shareholding of the promoter and his immediate relatives is equal to or
more than 20%.
C. All persons whose shareholding is aggregated under the heading "shareholding of the Promoter Group":
None of other persons forms part of promoter group for the purpose of shareholding of the Promoter Group under
Regulation 2(1)(pp)(v) of SEBI (ICDR) Regulations 2018.- NIL
218OUR GROUP COMPANIES
In accordance with the provisions of the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group
Company, our Company has considered those companies as our Group Company (other than promoter(s) and subsidiary
/ subsidiaries) with which there were related party transactions as per the Restated Financial Statements of our Company
in any of the last three financial years and other Company as considered material by our Board.
Further, pursuant to a resolution of our Board dated August 07, 2025 for the purpose of disclosure in relation to Group
company in connection with the Issue, a company shall be considered material and disclosed as a Group company if such
company fulfils both the below mentioned conditions:
a) the companies with which there were related party transactions (in accordance with AS-18), as disclosed in the
Restated Financial Statements (“Restated Financial Statements”); or
b) if such company fulfils both the below mentioned conditions: -
i. such company that forms part of the Promoter Group of the Company in terms of Regulation 2(1) (pp) of the
SEBI(ICDR) Regulations; and
ii. the Company has entered into one or more transactions with such company in preceding fiscal or audit period as the
case may be exceeding 10.00% of total revenue of the Company as per Restated Financial Statements.
Accordingly, based on the parameters outlined above, as on the date of this Red Herring Prospectus, there is no company
/ entity falling under definition of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 which is to be
identified as group company / entity (“Group Company”).
219DIVIDEND POLICY
Under the Companies Act, 2013, an Indian Company pays dividends upon a recommendation by its Board of Directors
and approval by majority of the Shareholders at the general meeting. Under the Companies Act, 2013, dividends may be
paid out of profits of a company in the year in which the dividend is declared or out of the undistributed profits or reserves
of the previous years or out of both.
The Articles of Association of our Company also gives the discretion to our Board of Directors to declare and pay interim
dividends. No dividend shall be payable for any financial year except out of profits of our Company for that year or that
of any previous financial year or years, which shall be arrived at after providing for depreciation in accordance with the
provisions of Companies Act, 2013.
Our Company does not have a formal dividend policy for declaration of dividend in respect of Equity shares. Any
dividends to be declared shall be recommended by the Board of Directors depending upon the financial condition, results
of operations, capital requirements and surplus, contractual obligations and restrictions, the terms of the credit facilities
and other financing arrangements of our Company at the time a dividend is considered, and other relevant factors and
approved by the Equity Shareholders at their discretion.
Our Company has not paid / declared any dividend in last three years from date of this Red Herring Prospectus. Our
Company’s corporate actions pertaining to payment of dividends in the past are not to be taken as being indicative of the
payment of dividends by our Company in the future.
220RELATED PARTY TRANSACTIONS
For details on Related Party Transactions of our Company, please refer to Annexure XXX of section titled “Financial
Statements as Restated” beginning on page 222 of this Red Herring Prospectus.
221SECTION IX: FINANCIAL INFORMATION
FINANCIAL STATEMENTS AS RESTATED
Sr. No. Particulars Page no.
1 Restated Financial Statements F-1 to F-38
222Independent Auditor’s Examination Report on The Restated Financial Statements of
ARC INSULATION AND INSULATORS LIMITED
(FORMERLY KNOWN AS ARC INSULATION AND INULATORS PRIVATE LIMITED)
To,
The Board of Directors,
ARC INSULATION AND INSULATORS LIMITED
(FORMERLY KNOWN AS ARC INSULATION AND INULATORS PRIVATE LIMITED)
Village - Ramdevpur, Po-Bawali Bishnupur2, Parganas South,
Bishnupur, West Bengal, India, 743384
Dear Sirs,
We, Jay Gupta & Associates, Chartered Accountants, have examined the attached Restated Summary
Statements and Other Financial Information of ARC INSULATION AND INSULATORS LIMITED
(Formerly known as ‘ARC INSULATION AND INULATORS PRIVATE LIMITED’), which
comprises of the Restated Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and
March 31, 2023, the Restated Statement of Profit and Loss and the Restated Statement of Cash Flows
along with the Statement of Material Accounting Policies and other explanatory information for the
years ended March 31, 2025, March 31, 2024 and March 31, 2023 (collectively referred to as the
“Restated Summary Statements”, “Restated Financial Information” or “Restated Financial
Statements”) as duly approved by the Board of Directors of the Company as at 06th August, 2025,
1) The said Restated Financial Statements and other Financial Information have been examined and
prepared for the purpose of inclusion in the Red Hearing Prospectus/ Prospectus (collectively
hereinafter referred to as “Offer Document”) in connection with the proposed Initial Public
Offering (IPO) on SME Platform of NSE (“NSE Emerge”) of the company taking into
consideration the followings and in accordance with the following requirements of:
• Section 26 of Part I of Chapter III to the Companies Act, 2013 (“the Act”) read with Companies
(Prospectus and Allotment of Securities) Rules 2014, as amended from time to time;
• The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements
Regulations), 2018 (the ‘SEBI ICDR Regulations') as amended from time to time in pursuance
of Section 11 of the Securities and Exchange Board of India Act,1992;
• The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”) (“Guidance Note”); and
The applicable regulation of SEBI (ICDR) Regulations, 2018, as amended, and as per Schedule
VI (Part A) (11) (II) of the said Regulations.
2) The Company’s Board of Directors is responsible for the preparation of the Restated Financial
Information for the purpose of inclusion in the RHP to be filed with Securities and Exchange
Board of India and the National Stock Exchange of India Limited (“NSE”) in connection with
the proposed IPO. The Restated Financial Information have been prepared by the
management of the Company on the basis of preparation stated in note 1.1 to the Restated
Financial Information. The Board of Directors of the Company responsibility includes
designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Financial Information. The Board of Directors
are also responsible for identifying and ensuring that the Company complies with the Act,
ICDR Regulations and the Guidance Note.
F- 13) We have examined such Restated Financial Information taking into consideration:
• The terms of reference and terms of our engagement agreed upon with you in
accordance with our engagement letter dated October 04, 2024 in connection with the
proposed Initial Public Offering of equity shares on SME Platform of NSE Limited
(“NSE Emerge”) (“IPO” or “SME IPO”).;
• The Guidance Note also requires that we comply with the ethical requirements of the
Code of Ethics issued by the ICAI;
• Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Financial Information; and
• Requirements of Section 26 of the Act and the ICDR Regulations.
4) These Restated Financial Information (included in Annexure I to XXXVI) have been extracted
by the Management of the Company from:
a) Audited Financial Statements of the Company as at and for the financial year ended
March 31, 2025 prepared in accordance with accounting standards prescribed under
Companies (Accounting Standard) Rules, 2021 read with section 133 of the Act and other
accounting principles generally accepted in India which have been approved by the
Board of Directors at their meeting held on August 06, 2025 and audited by us.
b) Audited Financial Statements of the Company for the financial years ended March 31
2024 and March 31, 2023 prepared in accordance with accounting standards prescribed
under Companies (Accounting Standard) Rules, 2021 read with section 133 of the Act
and other accounting principles generally accepted in India which have been approved
by the Board of Directors at their meeting held on September 02, 2024 & September 20,
2023 respectively which were audited by M/S Vineet Kedia & Company, Chartered
accountants and had issued unqualified reports for these years.
5) In accordance with the requirement of Section 26 of the Companies Act, 2013 read with
Companies (Prospectus and Allotment of Securities) Rules 2014, the SEBI Regulations, the
Guidance Note, as amended from time to time and in terms of our engagement agreed with you,
we further report that the Restated Financial Information have been compiled by the
management from:
(a) The Restated Statement of Assets and Liabilities for the financial years ended March 31,
2025, 2024 and 2023 examined by us, as set out in Annexure I to this report, is prepared by
the Company and approved by the Board of Directors. These Restated Summary Statement
of Assets and Liabilities, have been arrived at after making such adjustments and regroupings
of the financial statements, as in our opinion were appropriate and more fully described in
Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to XXXVI
to this Report.
(b) The Restated Statement of Profit and Loss for the financial years ended March 31, 2025, 2024
and 2023 examined by us, as set out in Annexure II to this report, is prepared by the Company
and approved by the Board of Directors. These Restated Summary Statement of Profit and
Loss, have been arrived at after making such adjustments and regroupings of the financial
statements, as in our opinion were appropriate and more fully described in Significant
Accounting Policies and Notes to Accounts as set out in Annexure IV to XXXVI to this Report.
F- 2(c) The Restated Statement of Cash Flows for the financial years ended March 31, 2025, 2024
and 2023, examined by us, as set out in Annexure III to this report, is prepared by the
Company and approved by the Board of Directors. These Restated Summary Statement of
Cash Flows, have been arrived at after making such adjustments and regroupings of the
financial statements, as in our opinion were appropriate and more fully described in
Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to XXXVI
to this Report.
As a result of these adjustments, the amounts reporting in the above-mentioned statements are
not necessarily the same as those appearing in the audited financial statements of the Company
for the relevant financial years.
6) For the purpose of our examination, we have relied on:
a) Auditor’s report issued by us dated August 06, 2025 on the Financial Statements of the
entity as at and for the year ended March 31, 2025 as referred in Para 4 above.
b) Auditor’s report issued by Vineet Kedia & company, Chartered Accountants, dated
September 02, 2024 on the financial statements of the entity as at and for the year ended March
31, 2024, as referred to in Para 4 above.
c) Auditor’s report issued by Vineet Kedia & company, Chartered Accountants, dated
September 20, 2023 on the financial statements of the entity as at and for the year ended March
31, 2023, as referred in Para 4 above
7) Based on the above, as per the reliance placed by us on the audited financial statements of the
Company and report thereon given by the Statutory Auditor of the Company for the financial
years ended March 31, 2025, 2024 and 2023, and to the best of our information and according to
the explanation given to us, we are of the opinion that Restated Financial Statement:
(a) have been prepared after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years to reflect the same accounting treatment as per
the changed accounting policies for all the reporting periods based on the significant
accounting policies adopted by the Company as at March 31, 2025.
(b) have been made after incorporating adjustments for prior period and other material amounts,
if any, in the respective financial years to which they relate to;
(c) do not contain any extra ordinary items that need to be disclosed separately other than those
presented in the Restated Financial Statement and do not contain any qualification requiring
adjustments;
(d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the
financial years ended March 31, 2025, 2024 and 2023 which would require adjustments in this
Restated Financial Statements of the Company;
(e) Restated Summary Statement of Profits and losses have been arrived at after charging all
expenses including depreciation and after making such adjustments/restatements and
regroupings as in our opinion are appropriate and are to be read in accordance with the
F- 3Significant Accounting Polices and Notes to Accounts as set out in Annexure IV to XXXVI to
this report;
(f) Adjustments in Restated Summary Statements have been made in accordance with the correct
accounting policies,
(g) There was no change in accounting policies, which needs to be adjusted in the Restated
Summary Statements;
(h) There are no revaluation reserves, which need to be disclosed separately in the Restated
Financial Statements;
8) We have also examined the following other Restated Financial Information as set out in the
respective Annexure’s to this report and forming part of the Restated Financial Statement,
prepared by the management of the Company and approved by the Board of Directors of the
company for the financial years ended March 31, 2025, 2024 and 2023 proposed to be included in
the Red Hearing Prospectus / Prospectus (“Offer Document”) for the proposed IPO:
1. Statement of Assets & Liabilities, as restated in Annexure I to this report.
2. Statement of Profit & Loss, as restated in Annexure II to this report.
3. Statement of Cash Flow, as restated in Annexure III to this report.
4. Statement of Significant Accounting Policies & Explanatory Notes on Financial Statement, as
restated in Annexure IV to this report.
5. Statement of Share Capital, as restated in Annexure V to this report.
6. Statement of Reserves & Surplus, as restated in Annexure VI to this report
7. Statement of Long-Term Borrowings, as restated in Annexure VII to this report.
8. Statement of Long-Term Provisions, as restated in Annexure VIII to this report.
9. Statement of Short-Term Borrowings as restated in Annexure IX to this report.
10. Statement of Trade Payables as restated in Annexure X to this report.
11. Statement of Other Current Liabilities as restated in Annexure XI to this report.
12. Statement of Short-Term Provisions as restated in Annexure XII to this report.
13. Statement of Plant, Property & Equipment and Intangible Assets, as restated in Annexure
XIII to this report.
14. Statement of Non-Current Investments as restated in Annexure XIV to this report.
15. Statement of Deferred Tax Liabilities/(Assets) as restated in Annexure XV to this report.
16. Statement of Other Non-Current Assets as restated in Annexure XVI to this report.
17. Statement of Inventories as restated in Annexure XVII to this report.
18. Statement of Trade Receivables as restated in Annexure XVIII to this report.
19. Statement of Cash and Cash Equivalents as restated in Annexure XIX to this report.
20. Statement of Short-Term Loans and Advances as restated in Annexure XX to this report.
F- 421. Statement of Other Current Assets as restated in Annexure XXI to this report.
22. Statement of Revenue from Operations as restated in Annexure XXII to this report.
23. Statement of Other Income as restated in Annexure XXIII to this report.
24. Statement of Cost of Material Consumed as restated in Annexure XXIV to this report.
25. Statement of Changes in Inventories as restated in Annexure XXV to this report.
26. Statement of Employee Benefit Expenses as restated in Annexure XXVI to this report.
27. Statement of Finance Cost as restated in Annexure XXVII to this report.
28. Statement of Depreciation & Amortization as restated in Annexure XXVIII to this report.
29. Statement of Other Expenses as restated in Annexure XXIX to this report.
30. Statement of Related Party Transactions as restated in Annexure XXX to this report.
31. Statement of Capitalization as restated in Annexure XXXI to this report
32. Statement of Other Financial Information as restated in Annexure XXXII to this report.
33. Statement of Reconciliation of Restated Profit, Reconciliation of Restated Shareholder’s
Equity as restated in Annexure XXXIII to this report.
34. Statement of Tax Shelters as restated in Annexure XXXIV to this report.
35. Statement of Contingent Liabilities as restated in Annexure XXXV to this report.
36. Statement of Accounting Ratios as restated in Annexure XXXVI to this report.
9) We, Jay Gupta & Associates, Chartered Accountants hold a valid peer review certificate issued
by the “Peer Review Board” of the Institute of Chartered Accountants of India (“ICAI”).
10) The preparation and presentation of the Financial Statements referred to above are based on the
Audited financial statements of the Company and are in accordance with the provisions of the
Act and ICDR Regulations. The Financial Statements and information referred to above is the
responsibility of the management of the Company.
11) This report should not in any way be construed as a re-issuance or re-dating of any of the previous
audit reports issued by Statutory Auditor, nor should this report be construed as an opinion on
any of the Financial Information referred to herein.
12) We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
13) In our opinion, the above Restated Financial Statements contained in Annexure I to XXXVI to
this report read along with the ‘Significant Accounting Policies and Notes to the Financial
Statements’ appearing in Annexure IV to XXXVI after making adjustments and
regrouping/reclassification as considered appropriate and have been prepared in accordance
with the provisions of Section 26 of the Companies Act, 2013 read with the Companies
(Prospectus and Allotment of Securities) Rules 2014, to the extent applicable, the SEBI
Regulations, the Guidance Note issued in this regard by the ICAI, as amended from time to time,
and in terms of our engagement agreed with you.
F- 514) Our report is intended solely for use of the Management and for inclusion in the offer documents
in connection with the proposed SME IPO of equity shares of the Company and is not to be used,
referred to or distributed for any other purpose except with our prior written consent.
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 Jay Gupta & Associates
(Erstwhile Gupta Agarwal & Associates)
Chartered Accountants
Firm Registration No.: 329001E
Jay Shanker Gupta
Membership No. 059535
Partner
UDIN: 25059535BMHCFE5496
Place: Kolkata
Date: August 06, 2025
F- 6ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Annexure- I
RESTATED STATEMENT OF ASSETS & LIABILITIES
Amount (Rs. In Lakhs, unless otherwise stated)
Note No.
Sr.No Particulars As at 31.03.2025 As at 31.03.2024 As at 31.03.2023
I EQUITY AND LIABILITIES
1 Shareholders Funds
(a) Share Capital 2 725.24 171.30 171.30
(b) Reserves & Surplus 3 1,796.94 1,073.98 463.58
2 Non-current liabilities
(a) Long-Term Borrowings 4 309.84 156.14 284.01
(b) Long-Term Provisions 5 21.59 20.45 16.22
3 Current Liabilities
(a) Short-Term Borrowings 6 286.79 121.48 245.83
(b) Trade Payables: 7
(i) total outstanding dues of micro and small enterprises
- - -
(ii) total outstanding dues of creditors other than micro
and small enterprises 544.39 477.31 331.58
(c) Other Current Liabilities 8 54.60 61.76 231.50
(d) Short-Term Provisions 9 190.19 159.51 83.27
TOTAL 3,929.58 2,241.93 1,827.28
II ASSETS
1 Non Current Assets
(a) Property, Plant & Equipment & Intangible Assets 10
(i) Property, Plant and Equipment 1,306.24 646.81 532.65
(b) Non Current Investments 11 1.25 1.25 1.25
(c) Deferred Tax Assets (net) 12 14.12 16.07 14.51
(d) Other Non-Current Assets 13 417.65 425.96 85.18
2 Current Assets
(a) Inventories 14 770.60 558.62 430.52
(b) Trade Receivables 15 1,206.59 446.75 651.88
(c) Cash and Cash Equivalents 16 76.39 81.95 4.65
(d) Short-Term Loans and Advances 17 110.74 48.22 96.17
(e) Other Current Assets 18 26.01 16.29 10.47
TOTAL 3,929.58 2,241.93 1,827.28
- 0.00 0.00 -0.00
The accompanying notes 1 - 35 are integral part of financial statements
As per our report of even date For & on the behalf of
For, Jay Gupta & Associates Arc Insulation And Insulators Limited
(Formerly Known as Gupta Agarwal & Associates)
Chartered Accountants
FRN: 329001E Manish Bajoria Neelam Bajoria
Managing Director/ CFO Director
DIN: 02203237 DIN: 02250051
Jay Shanker Gupta
(Partner) Ashish Kumar Bajoria Shraddha Dhacholia
Membership No. 059535 Director Company Secretary
UDIN: 25059535BMHCFE5496 DIN: 10662463
Place : Kolkata Place : Kolkata
Date: 06.08.2025 Date: 06.08.2025
F- 7ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Annexure- II
RESTATED STATEMENT OF PROFIT & LOSS
Amount (Rs. In Lakhs, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars Note No.
31.03.2025 31.03.2024 31.03.2023
I. Revenue from Operations 19 3,271.64 2,845.47 2,398.25
II. Other Income 20 43.68 37.90 49.76
III. Total Income (I + II) 3,315.32 2,883.37 2,448.01
IV. Expenses:
Cost of Material Consumed 21 1,704.49 1,618.87 1,515.04
Changes in Inventories of Finished goods 22 (118.59) ( 148.38) 53.98
Employee Benefits Expense 23 159.17 107.87 98.39
Finance Costs 24 41.91 41.21 53.64
Depreciation and Amortisation Expense 25 93.58 86.07 72.37
Other Expenses 26 276.27 361.87 301.91
IV. Total Expenses 2,156.83 2,067.52 2,095.34
V. Profit before exceptional and extraordinary items and tax (III - IV) 1,158.49 815.85 352.68
VI. Exceptional items & Extraordinary Items
VII. Profit before tax (V- VI) 1,158.49 815.85 352.68
VIII. Tax expense:
Current Tax 299.96 207.01 89.72
Deferred Tax 1 .95 (1.56) (0.85)
Total Tax Expense 301.91 205.45 88.87
IX . Profit (Loss) for the period (VII-VIII) 856.58 610.40 263.81
X. Earnings per equity share: (Amount in Rs.)
(1) Basic 12.15 8.91 3.85
(2) Diluted 12.15 8.91 3.85
The accompanying notes 1 - 35 are integral part of financial statements
As per our report of even date For & on the behalf of
For, Jay Gupta & Associates Arc Insulation And Insulators Limited
(Formerly Known as Gupta Agarwal & Associates)
Chartered Accountants
FRN: 329001E
Manish Bajoria Neelam Bajoria
Managing Director/ CFO Director
DIN: 02203237 DIN: 02250051
Jay Shanker Gupta
(Partner) Ashish Kumar Bajoria Shraddha Dhacholia
Membership No. 059535 Director Company Secretary
UDIN: 25059535BMHCFE5496 DIN: 10662463
Place : Kolkata Place : Kolkata
Date: 06.08.2025 Date: 06.08.2025
F- 8ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Annexure- III
RESTATED CASH FLOW STATEMENT
Amount (Rs. In Lakhs, unless otherwise stated)
For the year ended For the year ended For the year ended
PARTICULARS
31.03.2025 31.03.2024 31.03.2023
A CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before tax 1 ,158.49 8 15.85 352.68
Depreciation & Amortisation 9 3.58 8 6.07 72.37
Interest Paid 4 1.91 4 1.21 53.64
Interest Income ( 8.17) ( 4.69) (2.28)
Gratuity Expense 0.56 4.61 3 .93
Profit on Sale of Asstes - - (0.04)
Bad Debt - - 1 2.38
Unrealised Forex Gain and Loss - 4.23 -
Operating Profit before Working Capital Changes 1 ,286.37 9 47.29 492.64
Adjusted for:
Inventories ( 211.98) ( 128.11) (101.92)
Trade receivables ( 759.84) 200.90 (452.13)
Short Term Loans & Advances ( 62.51) 47.94 1 6.17
Other Current Assets ( 9.71) ( 5.82) 1 6.98
Trade Payable 67.08 145.73 2 .48
Other Current Liabilities ( 7.17) ( 169.73) 1 35.78
( 984.13) 90.91 (382.65)
Cash generated/(used) From Operations 302.24 1,038.20 1 10.00
Income Tax Paid 2 68.69 1 31.15 10.93
Net Cash generated/(used in) from Operating Activities (A) 33.55 907.05 9 9.06
B CASH FLOW FROM INVESTING ACTIVITIES:
Increase/(Decrease) in Non-Current Investments - - 3 0.58
Purchase of Property, plant & equipment ( 753.01) ( 200.23) (147.44)
Interest Income 8.17 4.69 2 .28
Sale of Fixed assets - - 0 .04
(Increase)/Decrease in Non-Current Assets 8.31 ( 340.78) (54.29)
Net Cash used in Investing Activities (B) ( 736.53) ( 536.32) (168.78)
C CASH FLOW FROM FINANCING ACTIVITIES:
Increase in share capital 420.32 - -
Proceeds from long term borrowing 240.00 - 1 91.22
Repayment from long term borrowing ( 86.30) ( 127.87) (132.53)
Proceeds of short term borrowing 4,291.45 4,227.10 2 ,732.71
Repayment of short term borrowing ( 4,126.14) ( 4,351.45) (2,670.74)
Finance Cost ( 41.91) ( 41.21) (53.64)
Net Cash used in Financing Activities (C) 697.41 ( 293.43) 6 7.02
Net Increase/(Decrease) in Cash and Cash Equivalents ( 5.56) 77.30 (2.69)
Cash and Cash Equivalents at the beginning of the year 8 1.95 4 .65 7.34
Cash and Cash Equivalents at the end of the year 7 6.39 8 1.95 4.65
Note :-
1. Components of Cash & Cash Equivalent Amount (Rs. In Lakhs, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars 31.03.2025 31.03.2024 31.03.2023
a. Balances with banks 9.70 2.10 2 .10
b. Balance in CC Account - 58.65 -
c. Cash in hand 46.68 21.20 2 .54
d. Cheque in Hand 20.00 - -
Total 76.39 81.95 4 .65
2. The above cash flow statement has been prepared under the indirect method set out in AS-3 issued by the Institute of Chartered Accountants of India.
3. Figures in Brackets represents outflow.
The accompanying notes 1 - 35 are integral part of financial statements For & on the behalf of
As per our report of even date Arc Insulation And Insulators Limited
For, Jay Gupta & Associates
(Formerly Known as Gupta Agarwal & Associates)
Chartered Accountants
FRN: 329001E Manish Bajoria Neelam Bajoria
Managing Director/ CFO Director
DIN: 02203237 DIN: 02250051
Jay Shanker Gupta
(Partner) Ashish Kumar Bajoria Shraddha Dhacholia
Membership No. 059535 Director Company Secretary
UDIN: 25059535BMHCFE5496 DIN: 10662463
Place : Kolkata Place : Kolkata
Date: 06.08.2025 Date: 06.08.2025
F- 9ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Annexure- IV
CORPORATE INFORMATION
OurCompanywasoriginallyincorporatedonSeptember10,2008,asaPrivateLimitedCompanyinthenameof“ARCInsulation&Insulators
Private Limited” under the provisions of the Companies Act, 1956 bearing Corporate Identification Number U18109WB2008PTC129263
issuedbytheDeputyRegistrarofCompanies,WestBengal.Subsequently,pursuanttoaSpecialResolutionofourShareholderspassedinthe
Extra-Ordinary General Meeting held on June 11, 2024, our Company was converted from a Private Limited Company to Public Limited
Company and consequently, the name of our Company was changed to ‘ARC Insulation & Insulators Limited’ and a Fresh Certificate of
IncorporationconsequenttoConversionwasissuedonAugust5,2024bearingCorporateIdentificationNumberU18109WB2008PLC129263
issued by the Registrar of Companies, Central Processing Centre.
Thecompanyisengagedinmanufacturingandsupplyof GlassFibreReinforcedPolymers(“GFRP”)composite/constituencyproducts.Our
offerings includeGFRP Rebars, GFRP Granting Walkways, GFRP Pipelines, GFRP Tubes, GFRP Fencing for Transformers, GFRP Cable
Trays,andotherrelatedproductsdesignedforindustrial,energyandmarine’ssectors.Inadditiontoourcorebusiness,thecompanyacquired
theongoingbusinessofourpromoter,‘M/sARCInsulation&Insulators,’asoleproprietorship,throughabusinesstransferagreementdated
June01,2009.Underourbrandname“ARC”,wesupplyourproductsforapplicationindiverseindustriesincludingInfrastructure,Power,
Cooling Tower, Chemical, Composite, Electrical Substation, Metal & Mining etc.
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
1.1 Basis of preparation of financial statements
(a)ThefinancialstatementshavebeenpreparedinaccordancewiththeGenerallyAcceptedAccountingPrinciplesinIndia(Indian
GAAP).TheCompanyhaspreparedthesefinancialstatementstocomplyinallmaterialrespectswiththeprovisionsoftheCompanies
Act,2013andtheCompanies(AccountingStandards)Rules2021,asprescribed.Thefinancialstatementshavebeenpreparedunder
the historical cost convention on accrual basis.
(b) The preparation of the financial statements requires management to make estimates and assumption that affect the reported
amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of
operationsduringthereportingperiod.Althoughtheseestimatesarebaseduponmanagement'sbestknowledgeofcurrenteventsand
actions, actual results could differ from these estimates.
The Restated Financial Information of ARC INSULATION AND INSULATORS LIMITED (formerly Known as ARC
INSULATION AND INSULATORS PRIVATE LIMITED) comprise of Restated Statement of Assets and Liabilities for the year
ended 31 March, 2025, 31 March, 2024 and 31 March, 2023, the Restated Statement of Profit and Loss, Restated Cash Flow
Statement, Significant AccountingPolicies totheRestated Financial Information and NotestotheRestated FinancialInformation.
TheseRestatedFinancialInformationhavebeenpreparedbythemanagementofthecompanyfortheproposedinclusionintheDraft
RedHerringProspectus(DRHP)preparedbytheCompanyinconnectionwithitsproposedInitialPublicOffer(“IPO”)intermsofthe
requirements of
1) Section 26 and 28 and 32 of Part I of Chapter III of the companies Act, 2013 (“the act”);
2) Thesecuritiesand ExchangeBoard India(issueof Capital and DiscloseRequirements) Regulations, 2018, as amended(“ICDR
Regulations”)
3)TheGuidanceNoteonReportsincompanyProspectuses(Revised2019)issuedbytheInstituteofCharteredAccountantsofIndia
(ICAI) d d (th “G id N t ”)
TheseRestatedFinancialInformationhavebeencompiledbytheCompany'smanagementfromAuditedFinancialStatementsofthe
company as at for the year ended 31st March, 2025, 31st March, 2024 and 31st March, 2023 prepared in accordance with the
accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act.
These Restated Financial Information have been approved by the Board of Directors of the Company on January 07, 2025.
(c) Thepreparation of thefinancial statementsrequires estimatesand assumptionstobemadethat affect thereported amountsof
assetsandliabilitiesonthedateofthefinancialstatementsandthereportedamountsofrevenuesandexpensesduringthereporting
period. Differences between the actual results and estimates are recognized in the period in which the results are known / materialize.
F- 10ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
1.2 Revenue Recognition
(a) The company generally follows the mercantile system of accounting and recognizes Income & Expenditure on accrual basis.
(b) Revenueisrecognisedtotheextentthatitispossiblethat,theeconomicbenefitswillflowtothecompanyandtherevenuecanbe
reliably estimated and collectability is reasonably assured.
(c) Revenuefrom saleof goods& servicesarerecognisedwhen serviceis fullyprovided toour customer and when thereareno
longeranyunfulfilledobligations.Theperformanceobligationsinourcontractsarefulfilledatthetimeofdispatch,deliveryorupon
formal customer acceptance depending on customer terms.
(d) Revenueismeasuredonthebasisof saleprice,after deductionof anytradediscounts,volumerebatesand anytaxesorduties
collectedonbehalfoftheGovernmentsuchasgoodsandservicetaxetc.Accumulatedexperienceisusedtoestimatetheprovisionfor
such discounts and rebates. Revenue is only recognised to the extent that it is highly probable a significant reversal will not occur.
(e) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.
1.3 Property, Plant & Equipment and Intangible Assets & Depreciation
(a) Property,PlantandEquipmentisstatedatacquisitioncostnetofaccumulateddepreciationandaccumulatedimpairmentlosses,if
any.Costofacquisitionorconstructionofproperty,plantandequipmentcomprisesitspurchasepriceincludingimportdutiesandnon-
refundablepurchasetaxesafterdeductingtradediscounts,rebatesandanydirectlyattributablecostofbringingtheitemtoitsworking
condition for its intended use.
(b) Subsequent costs areincluded in theassets' carrying amount or recognised as a separateasset, asappropriate, onlywhen it is
probablethatfutureeconomicbenefitsassociatedwiththeitemwillflowtothecompanyandthecostoftheitemcanbemeasured
reliably. All other repairs and maintained cost arecharged tothestatement of profit and loss duringtheperiod in which theyare
incurred.
(c) Gainsorlossesthatariseondisposalorretirementofanassetaremeasuredasthedifferencebetweennetdisposalproceedsand
the carrying value of property, plant and equipment and are recognised in the statement of profit and loss when the same is
derecognised.
(d) DepreciationiscalculatedonproratabasisonWrittendownvaluemethod(WDV)basedonestimatedusefulLifeasprescribed
under Part C of Schedule - II of the Companies Act, 2013. Freehold land is not depreciated.
(e) Intangibleassetpurchasedareinitiallymeasuredatcost.Thecostof anintangibleassetscomprisesitspurchasepriceincluding
dutiesandtaxesandanycostsdirectlyattributabletomakingtheassetsreadyfortheirintendeduse.Theusefullivesof intangible
assetsareassessedaseitherfiniteorindefinite.Finite-lifeintangibleassetsareamortisedonawrittendownvaluebasisovertheperiod
of their estimated useful lives.
1.4 Impairment of Assets
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on
internal/externalfactors.Animpairmentlossisrecognizedwhereverthecarryingamountofanassetexceedsitsrecoverableamount.
Therecoverableamountisthehigheroftheasset'snetsellingpriceandvalueinuse,whichisdeterminedbythepresentvalueofthe
estimated future cash flows.
1.5 Investments
Investments,whicharereadilyrealizableandintendedtobeheldfornotmorethanoneyearfromthedateonwhichsuchinvestments
are made, are classified as current investments. All other investments are classified as non-current investments.
CurrentinvestmentsorLong-terminvestmentsarecarriedatcost.However,provisionfordiminutionsinvalueismadetorecognizea
decline other than temporary in the value of the investments.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited tothe
statement of profit and loss.
1.6 Inventories
The inventories are maintained as cost or NRV whichever is lower. Cost is determined on FIFO basis.
1.7 Employee Benefits
Retirementbenefitintheformofprovidentfundisadefinedcontributionscheme.Thecontributiontotheprovidentfundischargedto
the statement of profit and loss for the year when an employee renders the related services.
Provision for Gratuity has been considered as per Acturial valuation report.
Leave encashment to the employees are accounted for as & when the same is claimed by eligible employees.
1.8 Borrowing Costs
(a)Borrowingcoststhataredirectlyattributabletotheacquisitionofqualifyingassetsarecapitalizedfortheperioduntiltheassetis
readyforitsintendeduse.Aqualifyingassetisanassetthatnecessarilytakessubstantialperiodoftimetogetreadyforitsintended
use.
(b) Other Borrowing costs are recognized as expense in the period in which they are incurred.
F- 11ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
1.9 Taxes on Income
Tax expense comprises of current tax and deferred tax.
Currentincometaxismeasuredattheamountexpectedtobepaidtothetaxauthorities,computedinaccordancewiththeapplicable
tax rates and tax laws.
Deferred Tax arising on account of "timing differences" and which are capable of reversal in one or more subsequent periods is
recognized,usingthetaxratesand taxlaws that areenactedor substantivelyenacted. Deferredtaxasset is recognizedonly tothe
extent there is reasonable certainty with respect to reversal of the same in future years as a matter of prudence.
1.10 Earnings per Share (EPS)
(a)Basicearningspershareiscalculatedbydividingthenetprofitorlossfortheperiodattributabletoequityshareholdersbythe
weighted average number of equity shares outstanding during the period.
(b)Forthepurposeofcalculatingdilutedearningspershare,thenetprofitorlossfortheperiodattributabletoequityshareholdersand
the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
1.11 Prior Period Items
Prior Period and Extraordinary items and Changes in Accounting Policies having material impact on the financial affairs of the
Company are disclosed in financial statements if any.
1.12 Provisions / Contingencies
(a)Provisioninvolvingsubstantialdegreeofestimationinmeasurementsisrecognizedwhenthereisapresentobligationasaresultof
past events and it is probable that there will be an outflow of resources.
(b)ContingentLiabilitiesareshownbywayofnotestotheAccountsinrespectofobligationswhere,basedontheevidenceavailable,
their existence at the Balance Sheet date is considered not probable.
(c) A Contingent Asset is not recognized in the Accounts.
1.13 Segment Reporting
A. Business Segments:
BasedontheguidingprinciplesgiveninAccountingStandard17(AS-17)onSegmentReporting issuedbyICAI, theCompanyhas
onlyonereportableBusinessSegmentwhichisengagedinbusinessofmanufacturingandsupplyofGlassFibreReinforcedPolymers
(“GFRP”)composite/constituencyproducts.Accordingly,thefiguresappearinginthesefinancialstatementsrelatetotheCompany's
single Business Segment.
B. Geographical Segments:
TheCompanyactivities/operationsareconfinedtoIndiaandassuchthereisonlyonegeographicalsegment.Accordingly,thefigures
appearing in these financial statements relate to the Company's single geographical segment.
1.14 Foreign Currency Transactions
Foreignexchangetransactionsarerecordedattherateprevailingonthedateofrespectivetransaction.Monetaryassetsandliabilities
denominatedinforeigncurrenciesasatthebalancesheetdatearetranslatedattheclosingexchangeratesonthatdate.Nonmonetary
itemswhicharecarriedintermsofhistoricalcostdenominatedinaforeigncurrencyarereportedusingtheexchangerateatthedateof
transacion.Exchangediffrencesarisingonforeignexchangetransactionssettledduringtheyearandonrestatementasatthebalance
sheet date are recognized in the statement of profit and loss for the year.
1.15 Balance Confirmations
Balance of Debtors & Creditors & Loans & advances Taken & giving are subject to confirmation and subject to consequential
adjustments,ifany.Debtors&creditorsbalancehasbeenshownseparatelyandtheadvancesreceivedandpaidfrom/tothepartiesis
shown as advance from customer and advance to suppliers.
1.16 Regrouping
Previous years figures have been regrouped and reclassified wherever necessary to match with current year grouping and
classification.
1.17 Government Grants
GovernmentGrantsarerecognisedwherethereisreasonableassurancethatthecompanyhascompliedwiththeconditionsattachedto
themandthatthegrantwillbereceived.RevenuegrantsarerecognisedinthestatementofProfitandLossandareshownunderOther
Income.CapitalgrantsarerecognisedinReservesincasethesameisforaprojectasawhole.Iftheseareforaspecificasset,thenthe
same is reduced from the cost of the concerned asset for which it is received.
1.18 Corporate Social Responsibility (CSR)
AsperSection135of theCompaniesAct,2013, acompany, meetingtheapplicabilitythreshold,needstospendat least2% of its
averagenetprofitfortheimmediatelyprecedingthreefinancialyearsoncorporatesocialresponsibility(CSR)activities.Theareasfor
CSRactivitiesarepromotingeducation,promotinggenderequalitybyempoweringwomen,healthcare,environmentsustainability,art
andculture,destitutecareandrehabilitation,disasterrelief,COVID-19reliefandruraldevelopmentprojects.Thecompanyisrequired
to expense on CSR activities during F.Y. 2024-25. The relevant details have been disclosed in Annexure 1.18.
F- 12ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Annexure To Note: 1.14
Foreign Currency Transactions
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31 March 2023
Expense in Foreign Currency
Purchases (In USD) 354,615.75 2 62,467.58 295,770
Purchases (In INR in Lakhs) 303.03 2 18.50 243.00
Capital Goods in Foreign Currency
Purchases (In USD) - - 1 45,700.00
Purchases (In Russian Ruble) 8 ,100,000.00 -
Purchases (In INR in Lakhs) - 9 1.23 1 18.78
Income in Foreign Currency
Sales (In USD) 61,857.00 5 7,520.01 1 56,224.50
Sales (In INR in Lakhs) 49.12 4 3.49 1 19.81
FOB Value (In INR in Lakhs) 49.12 4 3.49 114.91
F- 13ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
ANNEXURE TO NOTE: 1.7
EMPLOYEE BENEFITS
I. Defined contribution plans
The Company has classified the various benefits provided to employees as under:
a. Employee State Insurance Fund
b. Employee Provident Fund
The expense recognised during the period towards defined contribution plan -
(Amount in Lakhs, Unless Otherwise Stated)
For the year For the year For the year
Particulars ended 31.03.2025 ended 31.03.2024 ended 31.03.2023
Employers Contribution to Employee's Provident Fund 4.62 2.89 1.64
Employers Contribution to Employee's State Insurance 1.52 0.99 0.70
II. Defined benefit plans
Gratuity
Basedontheactuarialvaluationobtainedinthisrespect,thefollowingtablesetsoutthedetailsoftheemployeebenefitobligationasat
balance sheet date:
(Amount in Lakhs, Unless Otherwise Stated)
For the year For the year For the year
ended 31.03.2025 ended 31.03.2024 ended 31.03.2023
Defined benefit plans
Gratuity Gratuity Gratuity
(Unfunded) (Unfunded) (Unfunded)
I Expenses recognised in statement of profit and loss during the year:
Current service cost 5.40 3.57 3.37
Past service cost - - -
Expected return on plan assets - - -
Net interest cost / (income) on the net defined benefit liability / 1.98 1.46 1.19
(asset)
Immediate Recognition of (Gain)/Losses (6.82) (0.43) (0.62)
Loss (gain) on curtailments
Total expenses included in Employee benefit expenses 0.56 4.61 3.93
Discount Rate as per para 78 of AS 15 R (2005) 6.62% 6.97% 7.20%
II Net asset /(liability) recognised as at balance sheet date:
Present value of defined benefit obligation 2 2.78 2 2.22 1 7.61
Fair value of plan assets - - -
Funded status [surplus/(deficit)] (22.78) (22.22) (17.61)
III Movements in present value of defined benefit obligation
Present value of defined benefit obligation at the beginning of the 2 2.22 1 7.61 1 3.67
year
Current service cost 5.40 3.57 3.37
Past service cost - - -
Interest cost 1.98 1.46 1.19
Actuarial (gains) / loss (6.82) (0.43) (0.62)
Benefits paid - - -
Present value of defined benefit obligation at the end of the 2 2.78 2 2.22 1 7.61
year
Classification
Current liability 1.18 4.12 4.91
Non-current liability 2 1.59 1 8.10 1 2.69
F- 14ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
IV Actuarial assumptions: (Amount in Lakhs, Unless Otherwise Stated)
For the year For the year For the year
Particulars ended 31.03.2025 ended 31.03.2024 ended 31.03.2023
Expected Return on Plan Assets NA NA NA
Discount rate 6.62% 6.97% 7.20%
Expected rate of salary increase 10.00% 10.00% 10.00%
Mortality Rate During Employment IALM 2012-14 IAL12-14ULT IAL12-14ULT
Retirement age 60 60 60
Notes:
a.Therateusedtodiscountpost-employmentbenefitobligationsisdeterminedbyreferencetomarketyieldsattheendofthereportingperiod
on government bonds.
b.The estimates of future salaryincreases considered in the actuarial valuation take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
F- 15ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Amount (Rs. In Lakhs, unless otherwise stated)
Annexure To Note : 1.18
Corporate Social Responsibility
As at 31.03.2025
(a) Total amount required to be spent during the year 7 .98
(b) Total amount of expenditure incurred during the year ( 8.00)
(c) Shortfall/ (excess) at the end of the year ( 0.02)
(d) Total amount of previous years shortfall -
(e) Reason for shortfall Not Applicable
Activities for Education of
Childrens
(f) Nature of CSR activities (Refer Note 1) (Ananta Trust CSR
Registration No.
CSR0007171)
(g) Details of related party transactions
(h) Where a provision is made with respect to a liability incurred by
entering into a contractual obligation, the movements in the
provision during the year should be shown separately
Total ( 0.02)
Notes :
1. The Company undertakes the following activities in the nature of Corporate social responsibility (CSR) :
a.Promoting education, including special education and employment enhancing vocational skills, especially
among children, women, and elderly.
b.Promotion of health care, including preventive health care and sanitation.
c.Measures for the benefit of armed forces veterans, war widows, and their dependents.
F- 16ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
NOTES TO RESTATED FINANCIAL INFORMATION
NOTE- 2
SHARE CAPITAL Annexure- V
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars 31.03.2025 31.03.2024 31.03.2023
Rs. In Lakhs Rs. In Lakhs Rs. In Lakhs
Authorised
19,00,000 Equity Shares of Rs.10/- each. - 190.00 190.00
150,00,000 Equity Shares of Rs.10/- each. 1 ,500.00 - -
1 ,500.00 1 90.00 1 90.00
Issued, Subscribed & Fully Paid-up
1713020 Equity Shares of Rs.10/- each. - 1 71.30 1 71.30
7252380 Equity Shares of Rs.10/- each. 7 25.24
Total 7 25.24 1 71.30 1 71.30
NOTE 2A : Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Shares outstanding at the beginning of the year (Nos.) 1 ,713,020 1 ,713,020 1 ,713,020
Shares Issued during the year for a consideration other than in cash (Nos.) - - -
Shares Issued during the year for a consideration in cash (Nos.) 4 00,300 - -
Additional shares after splitting during the year (Nos.) - - -
Bonus issue (Nos.) 5 ,139,060 -
Shares outstanding at the end of the year (Nos.) 7 ,252,380 1 ,713,020 1 ,713,020
Notes:
a. The Authorised Share Capital of the company was increased from 19,00,000 Equity Shares of Rs.10/- each to 1,50,00,000 Equity Shares of Rs. 10/- each vide resolution passed in EGM dated 07th August, 2024.
b.Thecompanyissued5139060equitysharesofRs.10/-eachasbonussharesintheratioof3:1(i.e.3(Three)FullypaidBonusSharesofRs.10/-eachallottedagainsttheholdingof1(One)equitysharesofthe
Company) vide EGM resolution passed on 18.09.2024 (i.e. after the period considered this is Restated Financial Statement).
c.TheCompanyFurtherIssue4,00,300equitysharesofRs.10eachbymakingaPreferentialallotmentatanissuepriceofRs.105/-(includingapremium)eachvideresolutiondated23-09-2024andallotedon
30.09.2024.
NOTE 2B: Term/rights attached to equity shares:
TheCompanyhasonlyoneclassofequityshareshavingaparvalueofRs10pershare.Holderofeachequityshareisentitledtoonevote.TheCompanydeclaresandpaysdividendsinIndianRupees.Thedividend
proposed by the board of directors is subject to the approval of shareholders at the ensuing Annual General Meeting.
IntheeventofliquidationoftheCompany,theholdersofequityshareswillbeentitledtoreceiveremainingassetsoftheCompany,afterdistributionofallpreferentialamounts.Thedistributiontoequity
shareholders will be in proportion to the number of equity shares held by the shareholders.
NOTE 2C: Shares held by Promoters
No. of Shares
As at As at As at
Promoter Name 31.03.2025 % of Holding 31.03.2024 % of Holding 31.03.2023 % of Holding
Face Value Rs. 10/- Face Value Rs. 10/- Face Value Rs. 10/-
1Manish Bajoria 3,695,280 50.95% 923,820 53.93% 924,020 53.94%
2Neelam Bajoria 1,236,000 17.04% 309,000 18.04% 109,000 6.36%
3Swabhumi distributors Private Limited 1,700,000 23.44% 425,000 24.81% 425,000 24.81%
4Manish Bajoria (HUF) 140,000 1.93% 35,000 2.04% 35,000 2.04%
5Ashish Kumar Bajoria 400 0.01% 100 0.01% - 0.00%
Total 6 ,771,680 93.37% 1 ,692,920 98.83% 1 ,493,020 87.16%
% Change during the year
Promoter Name F.Y. 2024-25 F.Y. 2023-24
1Manish Bajoria 0.00% -0.02%
2Neelam Bajoria 0.00% 183.49%
3Swabhumi distributors Private Limited 0.00% 0.00%
4Manish Bajoria (HUF) 0.00% 0.00%
5Ashish Kumar Bajoria 0.00% 0.00%
NOTE 2D: The Details of shareholding holding more than 5%
As at 31.03.2025 As at 31.03.2024 As at 31.03.2023 As at 31.03.2022 As at 31.03.2022
Number of % of Number of % of Number of % of Number of Number of
Name of shareholder Shares Holding Shares Holding Shares Holding Shares % of Holding Shares % of Holding
Face Value Rs. 10/- Face Value Rs. 10/- Face Value Rs. 10/- Face Value Rs. 10/- Face Value Rs. 10/-
Manish Bajoria 3 ,695,280 50.95% 923,820 53.93% 924,020 53.94% 924,020 53.94% 924,020 53.94%
Neelam Bajoria 1 ,236,000 17.04% 309,000 18.04% 1 09,000 6.36% 1 09,000 6.36% 1 09,000 6.36%
Vinod Agarwal - 0.00% - 0.00% 2 20,000 12.84% 2 20,000 12.84% 2 20,000 12.84%
Swabhumi distributors Private Limited 1 ,700,000 23.44% 425,000 24.81% 4 25,000 24.81% 4 25,000 24.81% 4 25,000 24.81%
F- 17ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
NOTES TO RESTATED FINANCIAL INFORMATION
NOTE- 3
RESERVE & SURPLUS Annexure- VI
Amount (Rs. In Lakhs, unless otherwise stated)
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Securities Premium
Balance at the beginning of the reporting period 112.64 112.64 112.64
Add: Addition during the year 380.29 - -
Less: Bonus Share Issue - - -
Balance at the end of the reporting period 492.92 112.64 112.64
Surplus/(Deficit) in Statement of Profit & Loss
Opening balance 9 61.34 3 50.94 8 7.14
Add/(Less): Net Profit/(Net Loss) for the current year 8 56.58 6 10.40 2 63.81
Less: Bonus Share Issue ( 513.91) - -
Closing Balance 1 ,304.02 9 61.34 3 50.94
Total 1 ,796.94 1 ,073.98 4 63.58
NOTE- 4
LONG TERM BORROWINGS Annexure- VII
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
(a) Secured Loan
From banks
Term loans from Bank 3 78.70 2 20.83 3 13.92
(b)Unsecured Loans
Loan from related parties 1 0.67 1 1.93 6 5.42
Total 3 89.37 2 32.76 3 79.33
Less: Current Maturities of Long Term Debts 7 9.53 7 6.62 9 5.33
Total 3 09.84 1 56.14 2 84.01
Note: Secured & Unsecured Loan Detail are Refer Note No. 4.1
NOTE- 5
LONG TERM PROVISIONS Annexure- VIII
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Provisions for Employee Benefit- Gratuity Provision 2 1.59 2 0.45 1 6.22
Total 2 1.59 2 0.45 1 6.22
NOTE- 6
SHORT TERM BORROWINGS Annexure- IX
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Secured Loan:
Cash Credit 207.26 44.86 150.50
Current maturities of Long term borrowings from Bank 79.53 76.62 95.33
Total 2 86.79 1 21.48 2 45.83
NOTE- 7
TRADE PAYABLES Annexure- X
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Trade Payables- Due to Small and Micro enterprises - - -
Trade Payables- Due to Other than Small and Micro enterprises 544.39 477.31 331.58
Total 5 44.39 4 77.31 3 31.58
Trade Payables ageing schedule for the year ended 31.03.2025
Outstanding for following periods from due date of payment
Particulars Less than 1 More than 3
1-2 years 2-3 years Total
year years
Small and Micro enterprises - - - -
Others 409.11 88.14 4 7.15 - 5 44.39
Disputed Dues- Small and Micro enterprises - - - - -
Disputed Dues - Others - - - - -
Unbilled - - - - -
Undues - - - - -
TOTAL 409.11 88.14 4 7.15 - 5 44.39
Trade Payables ageing schedule for the year ended 31.03.2024
Outstanding for following periods from due date of payment
Particulars Less than 1 More than 3
1-2 years 2-3 years Total
year years
Small and Micro enterprises - - - -
Others 452.59 15.02 9 .71 - 4 77.31
Disputed Dues- Small and Micro enterprises - - - - -
Disputed Dues - Others - - - - -
Unbilled - - - - -
Undues - - - - -
TOTAL 452.59 15.02 9 .71 - 4 77.31
F- 18ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
NOTES TO RESTATED FINANCIAL INFORMATION
Trade Payables ageing schedule for the year ended 31.03.2023
Particulars Outstanding for following periods from due date of payment
Less than 1 More than 3
1-2 years 2-3 years Total
year years
Small and Micro enterprises - - - - -
Others 311.48 14.93 5 .16 - 3 31.58
Disputed Dues- Small and Micro enterprises - - - - -
Disputed Dues - Others - - - - -
Unbilled - - - - -
Undues - - - - -
TOTAL 311.48 14.93 5 .16 - 3 31.58
NOTE- 8
OTHER CURRENT LIABILITIES Annexure- XI
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Advance from Customers 1 2.93 3 0.83 9 9.37
Salary Payable 6 .08 5 .19 3 7.28
Deposits from others - - 4 .64
Payable Against Purchase of Land 8 .11 - -
Statutory Dues:
- TDS & TCS Payable 7 .57 1 3.60 9 .49
- PF & ESI Payable 1 .02 0 .91 0 .32
- Earlier Years TDS Demand 4 .91 4 .91 4 .81
- GST Payable 1 1.13 - -
Expenses Payables 2 .85 6 .33 7 5.60
TOTAL 5 4.60 6 1.76 2 31.50
NOTE- 9
SHORT TERM PROVISIONS Annexure- XII
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Provision For Employee Benefits- Gratuity Provision 1.18 1.77 1.39
Provision for Income Tax (Net off TDS & TCS) 1 89.01 1 57.74 8 1.88
Total 1 90.19 1 59.51 8 3.27
- - -
NOTE- 10
PROPERTY,PLANT & EQUIPMENTS AND INTANGIBLE ASSETS Annexure- XIII
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Property,Plant & Equipments 1 ,306.24 6 46.81 5 32.65
TOTAL 1 ,306.24 6 46.81 5 32.65
NOTE- 11
NON CURRENT INVESTMENTS Annexure- XIV
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Investment in Gold Coin 1 .25 1 .25 1 .25
Total 1 .25 1 .25 1 .25
NOTE- 12
DEFFERED TAX LIABILITIES/(ASSETS) (NET) Annexure- XV
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Deferred Tax Liabilities/(Assets) on Depreciation ( 8.39) ( 10.48) ( 10.08)
Deferred Tax Liabilities/(Assets) on Gratuity Provision ( 5.73) ( 5.59) ( 4.43)
Total ( 14.12) ( 16.07) ( 14.51)
NOTE- 13
OTHER NON CURRENT ASSETS Annexure- XVI
Amount (Rs. In Lakhs, unless otherwise stated)
Particulars As at As at As at
31.03.2025 31.03.2024 31.03.2023
Security Deposits 1 9.51 1 9.36 1 5.77
Capital Advances 319.31 318.58 -
Fixed Deposit with Scheduled Bank - More than 12 Months* 78.83 87.92 67.73
Others - 0 .09 1 .69
Total 4 17.65 4 25.96 8 5.18
*Held as Margin Money against Bank Guarantee
NOTE 14 Annexure- XVII
INVENTORIES Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Raw Material 401.21 307.82 328.09
Finished Goods 3 69.39 2 50.80 1 02.42
Total 7 70.60 5 58.62 4 30.52
Note: Value of closing inventory has been considered as per AS-2 i.e. lower of Cost or NRV, as certified by the management
F- 19ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
NOTES TO RESTATED FINANCIAL INFORMATION
NOTE- 15
TRADE RECEIVABLES Annexure- XVIII
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
(a) Secured, considered good; - - -
(b) Unsecured, considered good; 1,206.59 446.75 651.88
(c) Doubtful.
Total 1 ,206.59 4 46.75 6 51.88
Trade Receivable Ageing Schedule for the year ended 31.03-2025
Outstanding for following periods from due date of payment
Particulars Less than 6months - More than 3
1-2 years 2-3 years Total
6months 1year years
Undisputed Trade receivables — considered good 468.97 587.02 54.10 65.94 - 1,176.03
Undisputed Trade Receivables — considered doubtful -
Disputed Trade Receivables considered good - - - - 3 0.56 30.56
Disputed Trade Receivables considered doubtful - - - - - -
Unbilled - - - - - -
Undues - - - - - -
TOTAL 468.97 587.02 54.10 6 5.94 3 0.56 1 ,206.59
Trade Receivable Ageing Schedule for the year ended 31.03.2024
Outstanding for following periods from due date of payment
Particulars Less than 6months - More than 3
1-2 years 2-3 years Total
6months 1year years
Undisputed Trade receivables — considered good 205.84 117.07 73.32 19.95 - 416.19
Undisputed Trade Receivables — considered doubtful -
Disputed Trade Receivables considered good - - - - 3 0.56 30.56
Disputed Trade Receivables considered doubtful - - - - - -
Unbilled - - - - - -
Undues - - - - - -
TOTAL 205.84 117.07 73.32 1 9.95 3 0.56 4 46.75
Trade Receivable Ageing Schedule for the year ended 31.03.2023
Outstanding for following periods from due date of payment
Particulars Less than 6months - More than 3
1-2 years 2-3 years Total
6months 1year years
Undisputed Trade receivables — considered good 545.90 67.04 8.37 - - 621.32
Undisputed Trade Receivables — considered doubtful - - - -
Disputed Trade Receivables considered good - - - 3 0.56 - 30.56
Disputed Trade Receivables considered doubtful - - - - - -
Unbilled
Undues
TOTAL 545.90 67.04 8.37 3 0.56 - 6 51.88
NOTE- 16
CASH AND CASH EQUIVALENTS Annexure- XIX
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Balances with Banks 9.70 2.10 2.10
Balance in Cash credit account - 58.65 -
Cash on Hand (As certified by management) 46.68 21.20 2.54
Cheques in Hand 2 0.00 - -
Total 7 6.39 8 1.95 4 .65
NOTE- 17
SHORT TERM LOANS AND ADVANCES Annexure- XX
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Advances to related parties 10.00 - 9.70
Others
Unsecured & Considered good
Other Deposit - - 53.38
Advance to supplier 100.74 48.22 33.09
Total 1 10.74 4 8.22 9 6.17
Note 17.1 : Details of Loans and Advances to Related Parties
As at 31.03.2025 As at 31.03.2024 As at 31.03.2023
% of Total % of Total % of Total
Particulars Outstanding
Outstanding Loans and Outstanding Loans and Loans and
Amount
Amount Advances Amount Advances Advances
Promoter - 0.00% - 0.00% - 0.00%
Director - 0.00% - 0.00% - 0.00%
KMP - 0.00% - 0.00% - 0.00%
Other Related Parties 10.00 9.03% - 0.00% 9 .70 10.09%
Total 1 0.00 9.03% - 0.00% 9 .70 10.09%
NOTE- 18
OTHER CURRENT ASSETS Annexure- XXI
Amount (Rs. In Lakhs, unless otherwise stated)
As at As at As at
Particulars
31.03.2025 31.03.2024 31.03.2023
Prepaid IPO Expenses 20.00 - -
Prepaid Degital Marketing Expenses 5.20 - -
Balances with Revenue Authorities:
- Meis/Duty Drawback Receivable - - 1.12
- Statutory Fee 0 .81 0.81 0.81
- GST TDS Receivable - 1.53 -
Advance Salary - 1 0.75 -
Other Receivable 3.21 8.55
Total 2 6.01 1 6.29 1 0.47
F- 20ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
NOTES TO RESTATED FINANCIAL INFORMATION
NOTE- 19 Annexure- XXII
REVENUE FROM OPERATIONS Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Sale of Finished Goods:
- Domestic 3,205.33 2,782.26 2,278.45
- Export 49.12 43.49 119.81
Other operating revenues 17.18 19.72 -
Total 3 ,271.64 2 ,845.47 2 ,398.25
NOTE- 20 Annexure- XXIII
OTHER INCOME Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Interest Income 8.17 4.69 2.28
Forex Gain (net) 1.78 - 8.89
Profit on sale of assets - - 0.04
Other non-operating Income 33.73 33.21 38.54
Total 4 3.68 3 7.90 4 9.76
NOTE- 21
COST OF MATERIALS CONSUMED Annexure- XXIV
Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Opening Stock Raw Materials 307.82 328.09 172.19
Purchases of Raw Materials
Indegenous purchase 1,299.24 1,211.63 1,208.33
Import purchase 303.03 218.50 243.00
Less: Closing Stock of Raw Materials 401.21 307.82 328.09
Add : Direct Expenses:
Consumables 0 .12 0 .10 0 .13
Direct Wages 4 1.69 3 8.35 4 7.38
Freight Charges 1 03.39 6 8.69 1 04.60
Power & Fuel 3 5.56 3 1.66 2 9.84
Other Direct Expenses 14.83 29.68 37.65
Total Direct Expenses 195.60 168.47 219.60
Total 1 ,704.49 1 ,618.87 1 ,515.04
NOTE 21
CHANGES IN INVENTORIES OF FINISHED GOODS Annexure- XXV
Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Finished goods :
Opening Stock 250.80 102.42 156.40
Closing Stock 369.39 250.80 102.42
(Increase)/Decrease (118.59) (148.38) 53.98
Total ( 118.59) ( 148.38) 53.98
48.47% 51.68% 65.42%
NOTE- 23 Annexure- XXVI
EMPLOYEES BENEFIT EXPENSE Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Salaries, Wages & Bonus 92.47 39.38 32.12
Director's Remuneration 60.00 60.00 60.00
Gratuity 0.56 4.61 3.93
Contribution to Provident and other funds 6.14 3.88 2.33
Total 1 59.17 1 07.87 9 8.39
NOTE- 24 Annexure- XXVII
FINANCE COST Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Interest Expense
On Bank Loan 35.52 36.47 44.71
Bank Charges 6 .39 4 .75 8 .93
Total 4 1.91 4 1.21 5 3.64
NOTE- 25 Annexure- XXVIII
DEPRECIATION & AMORTIZATION EXPENSE Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Depreciation on Property, Plant & Equipment 93.58 86.07 72.37
Total 9 3.58 8 6.07 7 2.37
F- 21ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
NOTES TO RESTATED FINANCIAL INFORMATION
NOTE- 26 Annexure- XXIX
OTHER EXPENSES Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Advertisement & Publicity 1 .70 1 .31 -
Auditor Remuneration 3 .18 3 .00 1 .45
Bad Debt - - 1 2.38
Balance written off - 1 .67 2 7.67
Business promotion 2 8.36 2 9.55 5 1.45
Certification & Inspection Expenses 2 .03 - -
Commission on sales 7 4.58 1 73.70 9 9.85
CSR Expenses 8 .00 - -
Stores & spares 1 6.63 1 3.05 1 3.21
Computer Expenses - 0 .15 0 .57
Car Expenses - - 1 0.48
Delivery Expenses 0 .32 0 .61 1 .12
Donation Expenses 0 .04 0 .48 0 .39
Director Siting Fees 1.05 - -
Forex Loss (net) - 4.23 -
Freight Charges - 1 3.03 4 .02
Gst Reversal Expenses - 8 .31 -
General Expenses 2 4.04 0 .48 3 .00
Insurance expenses 1 .09 0 .22 3 .74
Interest paid on GST - 0 .03 -
Interest paid on Statutory Dues 2 1.50 0 .43 0 .44
Internet Expesnses 6 .74 0 .08 0 .22
Legal & Profession Charges 2 0.06 2 4.51 3 .11
Lab Expenses - 0 .06 -
Miscellaneous Expenses 1 .66 2 .99 -
Office Expenses 6 .48 1 0.96 0 .68
Roc Fees 1 0.66 - -
Postage & Telecommunication 0 .69 0 .68 -
Printing & Stationery 0 .97 0 .05 0 .21
Prior Years Interest Difference - 8 .59 -
Power and Fuel Expenses - 0 .89 0 .10
Packing expenses - - 1 .50
Rent - - 1 .05
Repairs & Maintanance 2 8.08 1 1.77 3 0.66
Round off - 0 .01 0 .13
Security Charges 8 .09 5 .28 5 .28
Statutory payments - 2 .26 0 .15
Testing Charges 1 .66 1 1.05 1 .00
Travelling and conveyance 7 .84 3 1.06 2 8.08
Tender expenses 0 .85 1 .37 -
TOTAL 2 76.27 3 61.87 3 01.91
*Details of Payment to Auditors Amount (Rs. In Lakhs, unless otherwise stated)
For the year For the year For the year
Particulars ended ended ended
31.03.2025 31.03.2024 31.03.2023
Details of Payments to Auditor
Statutory Audit 3 .18 3 .00 1 .45
Total 3 .18 3 .00 1 .45
F- 22ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
NOTE- 10 Annexure- XIII
Property, Plant & Equipment & Intangible Assets
Amount (Rs. In Lakhs, unless otherwise stated)
As on 31.03.2025
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Disposal As at As at For the Adjustment As at As at As at
01.04.2024 31.03.2025 01.04.2024 Year 31.03.2025 31.03.2025 31.03.2024
Tangible Assets
Freehold Land 113.74 383.82 497.56 - - - - 497.56 113.74
Building 325.89 334.65 660.54 193.98 12.65 - 206.64 453.90 131.91
Plant & Machinery 888.92 5.62 894.54 524.01 68.75 - 592.76 301.79 364.92
Furniture 7.32 4.16 11.48 5.80 0.97 - 6.77 4.72 1.53
Electrical Fitting 36.22 0.84 37.06 32.08 0.86 - 32.94 4.12 4.14
Office Equipments 8.93 20.49 29.42 4.55 2.42 - 6.97 22.45 4.38
Computers 6.02 3.43 9.46 5.50 1.56 - 7.06 2.40 0.53
Vehicles 157.80 157.80 132.12 6.37 - 138.48 19.31 25.68
Total 1,544.84 753.01 - 2,297.85 898.03 93.58 - 991.61 1,306.24 646.81
F- 23ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
NOTE- 10 Annexure- XIII
Property, Plant & Equipment & Intangible Assets
Amount (Rs. In Lakhs, unless otherwise stated)
As on 31.03.2024
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Disposal As at As at For the Adjustment As at As at As at
01.04.2023 31.03.2024 01.04.2023 Year 31.03.2024 31.03.2024 31.03.2023
Tangible Assets
Freehold Land 77.03 36.71 113.74 - - - - 113.74 77.03
Building 313.55 12.34 325.89 180.64 13.34 - 193.98 131.91 132.91
Plant & Machinery 747.01 141.91 888.92 462.37 61.63 - 524.01 364.92 284.64
Furniture 7.07 0.26 7.32 5.34 0.45 - 5.80 1.53 1.72
Electrical Fitting 36.22 - 36.22 31.12 0.96 - 32.08 4.14 5.10
Office Equipments 5.31 3.62 8.93 3.38 1.17 - 4.55 4.38 1.93
Computers 5.84 0.18 6.02 5.02 0.47 - 5.50 0.53 0.82
Vehicles 152.59 5.21 157.80 124.08 8.04 - 132.12 25.68 28.51
Total 1,344.61 200.23 - 1,544.84 811.96 86.07 - 898.03 646.81 532.65
As on 31.03.2023
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Disposal As at As at For the Adjustment As at As at As at
01.04.2022 31.03.2023 01.04.2022 Year 31.03.2023 31.03.2023 31.03.2022
Tangible Assets
Freehold Land 62.03 15.00 77.03 - - - - 77.03 62.03
Building 313.55 - 313.55 166.71 13.93 180.64 132.91 146.84
Plant & Machinery 621.99 125.03 747.01 419.61 42.76 - 462.37 284.64 202.38
Furniture 6.31 0.76 7.07 4.96 0.39 - 5.34 1.72 1.36
Electrical Fitting 36.10 0.11 36.22 29.96 1.17 31.12 5.10 6.15
Office Equipments 4.44 0.87 5.31 1.97 1.41 - 3.38 1.93 2.47
Computers 5.50 0.35 5.84 4.15 0.87 5.02 0.82 1.35
Vehicles 147.26 5.32 152.59 112.24 11.83 - 124.08 28.51 35.02
Total 1,197.18 147.44 - 1,344.61 739.59 72.37 - 811.96 532.65 457.59
F- 24ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
STATEMENT OF PRINCIPAL TERMS OF LOANS AND ASSETS CHARGED AS SECURITY
Sanctioned Outstanding amount as Outstanding amount Outstanding amount as
Name of Lender/Fund Nature of Facility Date of Issue Amount Securities offered Repayment Period Rate of Interest on 31.03.2025 as on 31.03.2024 on 31.03.2023
(Rs. In Lakhs) (Rs. In Lakhs) (Rs. In Lakhs) (Rs. In Lakhs)
4.1. Long term Borrowings:
SECURED LOANS
Business Term Loan:
ICICI BANK Car Loan 9/18/2021 14.60 Hypothecation of Car against Loan 60 Months 7.80% 5 .27 8 .26 1 1.03
HERO FINANCE CORPORATION LIMITED Corporate Term Loan 4/30/2019 160.00 MortgageaganstlandheldinnameofManishBajoriaatMouza– 72 Months 13.00% 2 7.92 5 9.74 1 10.41
Samali, Police Station – Bishnupur,
J.L.No.23, R.S.Khatian Nos.465 and 498, L.R.Khatian
No.2298, R.S. and L.R.Dag Nos.86 and 87, District
South 24 Parganas.
HERO FINANCE CORPORATION Machinery Term Loan 7/15/2020 33.00 Hypothecation against Machinery 48 Months 14.00% - 5 .45 -
ICICI BANK Car loan 3/30/2022 10.00 Hypothecation of Car against Loan 36 Months 7.50% 0 .31 3 .87 7 .18
KOTAK MAHINDRA BANK LIMITED Loan against Property 5/31/2022 128.00 MortgageagainstpropertyandpersonalguaranteegivenbyManish 120 Months 9.85% 1 08.37 1 15.73 1 71.14
Bajoria
KOTAK MAHINDRA LOAN Personal finance loan 2/8/2023 49.50 Personal finance loan 24 Months Floating Interest - 2 6.29
KOTAK MAHINDRA BANK LIMITED Loan For Commercial Property 1/31/2025 240.00 (Property ID:P-00597907) - OU107AND OU108,OU107AND 60 Months 8.20% 2 36.83 -
Purchase OU108,NA,PRIMARC
CHAMBERS,LASKARHAT
ROAD,Kasba,24PARGANAS,WEST BENGAL-700039
SBI Covid Loan_6344 Guranteed Emergency Credit line 6/1/2020 37.73 Primery Security : Hypothecation of Stock & Receivable, 47 Monts 7.80% - 1 .48 1 4.16
Hypothecation of Stock and receivables of the unit, both present
and future
Collateral Security : Belongs to ARC Insulation & Insulators Ltd.,
(Realizable value Rs 5.76 Crore, 1st chg against SBI Edu Loan
Account No. 39930376502 of Promotor's son and value taken for
business exposure is after deduction of 110% of outstanding), Title
Deed No. I-3548. I-2669, Registered on : 24-06-2009 at South 24
Parganas, West Bengal
Personal Guarantee of Manish Bajoria and Neelam Bajoria
Total (A) 3 78.70 2 20.83 3 13.92
UNSECURED LOANS
The Company has received an unsecured loan, which is interest-
Loan from related party (Managing
MANISH BAJORIA 9/28/2010 140.00 free and repayable on demand as per the terms agreed with the Repayable on Demad -
Director))
lender. 1 0.67 1 1.93 3 3.15
The Company has received an unsecured loan, which is interest-
MANISH BAJORI HUF Relative of Key Mangerial Personnel 11/8/2016 4.00 free and repayable on demand as per the terms agreed with the Repayable on Demad -
lender. - - 2 .34
The Company has received an unsecured loan, which is interest-
NEELA BAJORIA (USL) Loan from related party (Director)) 4/1/2009 105.00 free and repayable on demand as per the terms agreed with the Repayable on Demad -
lender. - - 1 0.65
The Company has received an unsecured loan, which is interest-
VINOD AGARWAL Relative of Key Mangerial Personnel 7/18/2009 115.00 free and repayable on demand as per the terms agreed with the Repayable on Demad -
lender. - - 1 9.28
Total (B) 1 0.67 1 1.93 6 5.42
Total Long Term Borrowings (A+B) 3 89.37 2 32.76 3 79.33
F- 25ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
STATEMENT OF PRINCIPAL TERMS OF LOANS AND ASSETS CHARGED AS SECURITY
Sanctioned Outstanding amount as Outstanding amount Outstanding amount as
Name of Lender/Fund Nature of Facility Date of Issue Amount Securities offered Repayment Period Rate of Interest on 31.03.2025 as on 31.03.2024 on 31.03.2023
(Rs. In Lakhs) (Rs. In Lakhs) (Rs. In Lakhs) (Rs. In Lakhs)
6.1. Short term Borrowings:
Bank OD
STATE BANK OF INDIA Overdraft Faculities 09-04-2025 470.00 Primery Security : Hypothecation of Stock & Receivable, Payable at Demand 8.90% 1 64.75 - 1 50.50
(Last Renual Date) HypothecationofStockandreceivablesoftheunit,bothpresent
and future
CollateralSecurity:BelongstoARCInsulation&InsulatorsLtd.,
(RealizablevalueRs5.76Crore,1stchgagainstSBIEduLoan
AccountNo.39930376502ofPromotor'ssonandvaluetakenfor
businessexposureisafterdeductionof110%ofoutstanding),Title
DeedNo.I-3548.I-2669,Registeredon:24-06-2009atSouth24
Parganas, West Bengal
Personal Guarantee of Manish Bajoria and Neelam Bajoria
YES BANK Overdraft Faculities 7/26/2023 200.00 105% margin in FD Payable at Demand 4 2.51 4 4.86 -
Total Short Term Borrowingss (C) 2 07.26 4 4.86 1 50.50
Total (A+B+C) 5 96.63 2 77.62 5 29.84
Note : The Company has also availed Non fund based limit of ₹ 75.00 Lakhs of Bank Guarantee & ₹ 150.00 Lakhs of Letter of Credit and Credit exposure limit of ₹ 4.00 lakhs against Hypothecation of stock & book debts, Equitable mortgage of two storied building with RCC & Asbestors roofing factory shed constructed on plot
of land measuring 99 decimals, R.S/L.R Dag no. 170 under mouza - Mukundapur, R.S & L.R Dag no. 718 & 719 under mouza ramdevpur at premises bibirhat Mahishgoat Road, Vill - Ramdevpur within the clear ambit of khagramuri Gram Panchayat JL no. 6 & 7, Touzi no. 99 & 14, Pargana Magura, PO - Bawali, RS - 49 &
89,PS & ADSR - Bishnupur, Dist. Parganas South in the name of ARC Insulation & Insulators Ltd. and Personal Guarantee of Manish Bajoria & Neelam Bajoria.
F- 26ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
ADDITIONAL NOTES TO RESTATED FINANCIAL INFORMATION
NOTE 27 - BASIC AND DILUTED EARNINGS PER SHARE
Particulars 2024-2025 2023-2024 2022-2023
Profit after Tax Rs. In Lakhs 856.58 610.40 263.81
Closing Number of equity shares Nos. 7,252,380 1,713,020 1,713,020
Weighted average number of Equity shares Nos. 7,051,682 6,852,080 6,852,080
Basic earnings per share Rupees 1 2.15 8 .91 3.85
Diluted Earning per Share Rupees 1 2.15 8 .91 3.85
NOTE 28
MediumEnterprisesDevelopmentAct,2006andhencedisclosureshasbeenmadeonlyforthepartiesfromwhomthedeclarationhasbeenreceived.
In respect of other vendors from whom declaration has not been received disclosure has not been made for those which have not been received
disclosure has not been made.
As per our report of even date For & on the behalf of
For, Jay Gupta & Associates Arc Insulation And Insulators Limited
(Formerly Known as Gupta Agarwal & Associates)
Chartered Accountants
FRN: 329001E Manish Bajoria Neelam Bajoria
Managing Director/ CFO Director
DIN: 02203237 DIN: 02250051
Jay Shanker Gupta
(Partner)
Membership No. 059535 Ashish Kumar Bajoria Shraddha Dhacholia
UDIN: 25059535BMHCFE5496 Director Company Secretary
Place : Kolkata
Date: 06.08.2025 Place : Kolkata
Date: 06.08.2025
F- 27ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
STATEMENT OF RELATED PARTY TRANSACTIONS
NOTE 29 : Related Party Disclosures Annexure- XXX
A. List of Related parties
Sl. No. Name Relation
Key Mangerial Personnel
1 Mr. Manish Bajoria Managing Director & CFO
2 Mrs. Neelam Bajoria Director
3 MR. Ashish Kumar Bajoria Director
4 Shradha Dhacholia Company Secretary
Relative of Key Mangerial Personnel
1 Aman Bajoria Son of Manish and Neelam Bajoria
2 Premlata Bajoria Mother of Manish Bajoria
3 Manish Bajoria(HUF) Manish Bajoria, Karta
4 Meenu Agarwal Sister of Neelam Bajoria
5 Vinod Agarwal Relative of Manish Bajoria
Enterprises having Significant Influence
1 Swabhumi Distributors Pvt Ltd
Amount (Rs. In Lakhs, unless otherwise stated)
AS ON 31.03.2025
A. Transactions with Related Parties during the period Enterprises having
KMP Relative of KMP Holding Company
Nature of Transactions Significant
Director & KMP Remuneration
Manish Bajoria 36.00
Neelam Bajoria 24.00
Shradha Dhacholia 4.19
Advance for Puchases of Land
Manish Bajoria 52.94
Reimbursement
Shradha Dhacholia 0.39
Loan availed
Manish Bajoria 10.67
Neelam Bajoria -
Meenu Agarwal
Loan repaid
Manish Bajoria 12.16
Neelam Bajoria 0.01
Meenu Agarwal
Loan/Advance Given -
Meenu Agarwal 10.00
Salary -
Aman Bajoria 6.00
Amount (Rs. In Lakhs, unless otherwise stated)
B. Outstanding Balances Enterprises having
KMP Relative of KMP Holding Company
Nature of Transactions Significant
Unsecured Loan
Manish Bajoria 10.67
Advances Given
Meenu Agarwal 10.00
Advance Given for Land
Manish Bajoria 314.31
F- 28ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
STATEMENT OF RELATED PARTY TRANSACTIONS
Amount (Rs. In Lakhs, unless otherwise stated)
AS ON 31.03.2024
A. Transactions with Related Parties during the period Relative/HUF of Enterprises having
KMP Holding Company
Nature of Transactions KMP Significant
Director Remuneration
Manish Bajoria 36.00
Neelam Bajoria 24.00
Loan availed
Manish Bajoria 369.20
Meenu Agarwal 9.22
Neelam Bajoria 92.15
Aman Bajoria 12.30
Loan repaid
Manish Bajoria 390.42
Manish Bajoria HUF 2.34
Meenu Agarwal 25.50
Neelam Bajoria 102.80
Aman Bajoria 11.60
Salary
Aman Bajoria 6.00
Amount (Rs. In Lakhs, unless otherwise stated)
B. Outstanding Balances Enterprises having
KMP Relative of KMP Holding Company
Nature of Transactions Significant
Unsecured Loan
Manish Bajoria 11.93
Advance Given for Land -
Manish Bajoria 260.83
Remuneration/ Salary Payable
Manish Bajoria 0.23
Neelam Bajoria 0.01
Amount (Rs. In Lakhs, unless otherwise stated)
AS ON 31.03.2023
A. Transactions with Related Parties during the period Enterprises having
KMP Relative of KMP Holding Company
Nature of Transactions Significant
Director Remuneration
Manish Bajoria 36.00
Neelam Bajoria 24.00
Salary
Aman Bajoria 6.00
Premlata Bajoria 4.80
Loan availed
Manish Bajoria 6.00
Neelam Bajoria 9.75 -
Loan repaid -
Manish Bajoria 9.00
Neelam Bajoria 23.80
Aman Bajoria 2.44
Meenu Agarwal 13.00
F- 29ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
STATEMENT OF RELATED PARTY TRANSACTIONS
Amount (Rs. In Lakhs, unless otherwise stated)
B. Outstanding Balances Enterprises having
Relative & HUF of
KMP Holding Company Significant
KMP
Nature of Transactions Influence
Unsecured Loan -
Manish Bajoria 33.15
Manish Bajoria HUF 2.34
Neelam Bajoria 10.65
Meenu Agarwal 19.28
Advances Given
Aman Bajoria 6.70
Manish Bajoria 0.92
Meenu Agarwal 3.00
Remuneration Payable
Neelam Bajoria 27.51
Premlata Bajoria 4.80
F- 30ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Annexure- XXXIII
Note 30: Restated Statement of Adjustments to Audited Financial Statements
Amount (Rs. In Lakhs, unless otherwise stated)
(i) Reconciliation of Restated Profit:
ThereconciliationofProfitaftertaxasperauditedfinancialstatementsandtheProfitaftertaxasperRestatedfinancialstatementsispresentedbelow.This
summarizes the results of restatements made in the audited accounts for the respective years/ period and its impact on the profit / loss of the company
For the year ended For the year ended For the year ended
Particulars
31th March'25 31th March'24 31st March'23
Profit after tax as per audited/ re-audited financial statements 8 68.60 5 86.20 6 8.42
(i) Adjustments on account of change in accounting policies: - - -
(ii) Other material adjustments: - - -
Adjustment of Income - (38.04) 3 1.41
Employee benefit expenses - 4 7.00 4 9.80
Cost of Material consumed - (316.84) 6 7.28
Changes in Inventories of Finished goods - 1 48.38 (53.98)
Depreciation and amortization expense (0.95) (0.70) (0.52)
Other expenses - 1 13.54 1 80.05
Fianance Cost - (4.41) (8.90)
Income tax adjustments (0.00) 6 8.35 (66.96)
Prior period items - - -
Deferred tax adjustment (11.07) 6 .93 (2.80)
(iii) Audit Qualifications: - - -
Restated profit after tax 8 56.58 6 10.40 2 63.81
-
(ii) Reconciliation of Restated Shareholders Funds:
ThereconciliationofShareholder'sfundsasperauditedfinancialstatementsandShareholder'sfundsasperRestatedfinancialstatementsispresentedbelow.
This summarizes the results of restatements made in the audited accounts for the respective years/ period and its impact on Shareholder's funds of the
company.
For the year ended For the year ended For the year ended
Particulars
31th March'25 31th March'24 31st March'23
Shareholder's funds as per Audited/ Re-audited financial statements
2 ,504.14 1 ,215.22 4 42.70
(i) Adjustments on account of change in accounting policies:
- - -
(ii) Differences carrired over pertaining to changes in Profit/ Loss due to Restated
Effect for the period covered in Restated Financial 3 5.07 1 0.86 1 .80
(iii) Differences pertaining to changes in Profit/ Loss due to Restated Effect for the
period covered in Restated Financial (12.02) 2 4.20 1 95.39
(iv) Other material adjustments # :
Earlier years Tax expense (5.01) (5.01) (5.01)
(v) Audit Qualifications: - - -
Restated Shareholder's funds 2 ,522.18 1 ,245.28 6 34.88
F- 31ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Annexure- XXXI
Note 31: STATEMENT OF CAPITALISATION
Amount (Rs. In Lakhs, unless otherwise stated)
Pre-Offer Post-Offer
PARTICULARS
31.03.2025
Debt
- Short Term Debt 207.26 -
- Long Term Debt 389.37 -
Total Debt 596.63 -
Shareholders' Fund (Equity)
- Share Capital 725.24 -
- Reserves & Surplus 1,796.94 -
- Less: Miscellaneous Expenses not W/off - -
Total Shareholders' Fund (Equity) 2,522.18 -
Long Term Debt / Equity (In Ratio) 0.15 -
Total Debt / Equity (In Ratio) 0.24 -
Notes:-
1. Short Term Debts represent which are expected to be paid/payable within 12 months and exclude installments of Term
Loans repayable within 12 months.
2. Long Term Debts represent debts other than Short Term Debts as defined above but include installments of TermLoans
repayable within 12 months grouped under other current liabilities.
3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at 31/03/2025.
4. The post issue capitalization will be determined only after the completion of the allotment of Equity Shares.
F- 32ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Note 32: OTHER FINANCIAL INFORMATION
Annexure- XXXII
Amount (Rs. In Lakhs, unless otherwise stated)
Particulars As at 31.03.2025 As at 31.03.2024 As at 31.03.2023
Net Worth (A) 2,522.18 1,245.28 634.88
Average Net Worth (A)(i) 1,883.73 940.08 502.98
Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) 1,250.30 905.23 428.93
Restated Profit after tax 856.58 610.40 263.81
Add: Prior Period Item - - -
Adjusted Profit after Tax (B) 856.58 610.40 263.81
Number of Equity Share outstanding as on the End of Year/Period (C)
- Pre Bonus (C(i)) 7,252,380 1,713,020 1,713,020
- Post Bonus and after split (C(ii)) 7,252,380 6,852,080 6,852,080
Weighted average no of Equity shares as on the end of the period year (D)
- Pre Bonus (D(i)) 7,051,682 1,713,020 1,713,020
- Post Bonus and after split (D(ii)) 7,051,682 6,852,080 6,852,080
Face Value per Share 10.00 10.00 10.00
Restated Basic & Diluted Earnings Per Share (In Rs.) (B/D)
- Pre Bonus (B/D(i)) 12.15 35.63 15.40
- Post Bonus and after split (B/D(ii)) 12.15 8.91 3.85
Return on Net worth (%) 45.47% 64.93% 52.45%
Net asset value per share (A/D(i)) (Pre Bonus) (In Rs.) 34.78 72.69 37.06
Net asset value per share (A/C(ii)) (In Rs.) 34.78 18.17 9.27
Notes:-
1. The ratios have been Computed as per the following formulas
(i) Basic Earnings per Share
Restated Profit after Tax available to equity shareholders
Weighted average number of equity shares outstanding at the end of the year / period
(ii) Net Asset Value (NAV) per Equity Share
Restated Net Worth of Equity Share Holders
Number of equity shares outstanding at the end of the year / period
(iii) Return on Net worth (%)
Restated Profit after Tax available to equity shareholders
Average Restated Net Worth of Equity Share Holders
2.EBITDArepresentsEarnings(orProfit/(Loss))beforeFinanceCosts,IncomeTaxes,andDepreciationandAmortizationExpenses.Extraordinary
and Exceptional Items as reduced by Other Income have been considered in the calculation of EBITDA as they were expense items.
3. Net Profit as restated, as appearing in the Statement of Profit and Losses, has been considered for the purpose of computing the above ratios.
These ratios are computed on the basis of the Restated Financial Information of the Company.
4. Earnings per share calculations are done in accordance with Accounting Standard 20 "Earning per Share", issued by the Institute of Chartered
Accountants of India.
5.WeightedaveragenumberofEquitySharesisthenumberofEquitySharesoutstandingatthebeginningoftheperiodadjustedbythenumberof
EquitySharesissuedduringperiodmultipliedbythetimeweightingfactor.Thetimeweightingfactoristhenumberofdaysforwhichthespecific
shares are outstanding as a proportion of total number of days during the period.
6.Thecompanyissued5139060equitysharesofRs.10/-eachasbonussharesintheratioof3:1(i.e.3(Three)FullypaidBonusSharesofRs.10/-
eachwillbeallottedagainsttheholdingof1(One)equitysharesoftheCompany)videEGMresolutionpassedon18thSeptember,2024,effectof
this bonus issue has been considered to calculate EPS.
F- 33ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Note 33: RESTATED STATEMENT OF TAX SHELTER
Annexure- XXXIV
Amount (Rs. In Lakhs, unless otherwise stated)
Particulars As at 31.03.2025 As at 31.03.2024 As at 31.03.2023
Net Profit/(Loss) before taxes (A) 1,158.49 815.85 352.68
Tax Rate Applicable % 25.17% 25.17% 25.17%
Adjustments
Add: Depreciation as per Companies act 93.58 86.07 72.37
Add: Gratuity provision 0.56 4.61 3.93
Add: Disallowance under Income Tax Act, 1961 41.09 0.46 0.44
Less: Depreciation as per Income Tax Act, 1961 101.88 84.48 72.95
Net Adjustments(B) 33.35 6.65 3.80
Business Income (A+B) 1,191.84 822.50 356.48
Gross Total/ Taxable Income 1,191.84 822.50 356.48
Less: Deductions U/S 80JJAA
Net Total/ Taxable Income 1,191.84 822.50 356.48
NET TAXABLE INCOME 1,191.84 822.50 356.48
Tax Payable as per Normal Rate 299.96 207.01 89.72
Tax as per Income Tax (C) 299.96 207.01 89.72
Net Tax 299.96 207.01 89.72
Current tax as per restated Statement of
299.96 207.01 89.72
Profit & Loss
F- 34ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Notes 34 : RESTATED STATEMENT OF CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
Annexure- XXXV
Amount (Rs. In Lakhs, unless otherwise stated)
Particulars As at 31.03.2025 As at 31.03.2024 As at 31.03.2023
Contingent Liabilities
Bank Guarantee (Financial BG) 38.37 - -
Tax Deducted at sources 6 .03
Goods and Service Tax 2 .44
Income Tax Demand # 7 2.29 6 9.14 6 9.14
Total 119.13 69.14 69.14
Capital Commitments
Towards Purchases of Land 9.69
#IncomeTaxDemandincludesOutstandingDemandofRs60.68Lakhs(includingRs12.77Lakhsofaccuredinterest)fortheA.Y.
2013-14 against which ITAT, Kolkata has passed an oreder dateed 21st october, 2020 statingthat "The impugned order of the Ld.
CIT(A) on this entire issue relating to addition made by the AO u/s 68 and further enhanced by the Ld. CIT(A) is accordingly set
aside and the matter isremitted backto theLd. CIT(A)for decidingthe samefreshinaccordance withlawaftergivingtheassessee
proper and sufficient opportunity of being heard."
Further note that Contingent liability in respect to Income Tax demand is subjected to change in accrued interest.
F- 35ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Notes 35: Restated Statement of Accounting Ratios
Annexure- XXXVI
Amount (Rs. In Lakhs, unless otherwise stated)
Particulars NOTES As at 31.03.2025 As at 31.03.2024 As at 31.03.2023
Current Assets [A] 2,190.32 1,151.84 1 ,193.68
Current Liabilities [B] 1,075.98 820.07 8 92.18
Current Ratio [A/B] 2.04 1.40 1 .34
Debt [A] 596.63 277.62 529.84
Equity [B] 2,522.18 1,245.28 634.88
Debt - Equity Ratio [A/B] 0.24 0.22 0.83
Earnings available for debt service [A] 1,250.30 905.23 428.93
Debt Service [B] 118.53 136.54 115.56
Debt - Service Coverage Ratio [A/B] 10.55 6.63 3.71
Net Profit after Tax [A] 856.58 610.40 263.81
Average Shareholder's Equity [B] 1,883.73 940.08 502.98
Return on Equity Ratio (%) [A/B] 45.47% 64.93% 52.45%
Cost of Goods Sold [A] 1,585.89 1,470.50 1,569.01
Average Inventory [B] 664.61 494.57 379.56
Inventory Turnover Ratio [A/B] 2.39 2.97 4.13
Net Sales [A] 3,271.64 2,845.47 2,398.25
Average Trade Receivables [B] 826.67 549.31 432.01
Trade Receivables Turnover Ratio [A/B] 3.96 5.18 5.55
Net Purchases [A] 1,797.87 1,598.61 1,670.93
Average Trade Payables [B] 510.85 404.44 330.34
Trade Payables Turnover Ratio [A/B] 3.52 3.95 5.06
Net Sales [A] 3,271.64 2,845.47 2,398.25
Current Assets 2,190.32 1,151.84 1,193.68
Current Liabilities 1,075.98 820.07 892.18
Average Working Capital [B] 723.06 316.64 188.19
Working Capital Turnover Ratio [A/B] 4.52 8.99 12.74
Net Profit [A] 856.58 610.40 263.81
Net Sales [B] 3,271.64 2,845.47 2,398.25
Net Profit Ratio (%) [A/B] 26.18% 21.45% 11.00%
Earning before interest and taxes [A] 1,156.72 819.16 356.56
Capital Employed [B] 2,320.85 1,343.81 972.48
Capital Employed = Total Equity + Long term Debt
Return on Capital Employed (%) [A/B] 49.84% 60.96% 36.67%
Net Return on Investment [A] - - -
Cost of Investment [B] - - -
Return on Investment [A / B] 0.00% 0.00% 0.00%
F- 36ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Notes 35: Restated Statement of Accounting Ratios
Annexure- XXXVI
Notes:
1. Current Ratio increased by 44.93% for the year ended 31.03.2025 as compared to F.Y. 2023-24 due to increase in Current Assets during the F.Y. 2024-25
2.DebtServiceCoverageRatioincreasedby59.11%fortheyearended31.03.2025ascomparedtoF.Y.2023-24duetoincreaseinEarningavailablefromdebtservice
during the F.Y. 2024-25
3.ReturnonEquityRatiodecreaseby29.97%fortheyearended31.03.2025ascomparedtoF.Y.2023-24duetoincreaseinAverageShareholderFundfortheF.Y.2024-
25
4.WorkingCapitalTurnoverRatiodecreasedby65.77%fortheyearended31.03.2025ascomparedtoF.Y.2024-25duetoincreasein WorkingCapitalduringtheF.Y.
2024-25
5.ReturnonCapitalRatiodecreasedby30.69%fortheyearended31.03.2025ascomparedtoF.Y.2023-24duetoincreaseinEarningCapitalEmployedduringtheF.Y.
2024-25
No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:
a) Crypto Currency or Virtual Currency
b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
c) Registration of charges or satisfaction with Registrar of Companies
Loans against which charge is not created :
Particular Loan Agains Date of Loan Issue Amount (Rs in Lakhs)
ICICI BANK Car Loan 9/18/2019 14.60 Hypothecation of Car against Loan
ICICI BANK Car loan 3/30/2022 10.00 Hypothecation of Car against Loan
Primery Security : Hypothecation
of Stock & Receivable,
Hypothecation of Stock and
receivables of the unit, both
present and future
Collateral Security : Belongs to ARC
Insulation & Insulators Ltd.,
(Realizable value Rs 5.76 Crore, 1st
chg against SBI Edu Loan Account
No. 39930376502 of Promotor's
son and value taken for business
exposure is after deduction of
110% of outstanding), Title Deed
No. I-3548. I-2669, Registered on :
24-06-2009 at South 24 Parganas,
West Bengal
Overdraft Personal Guarantee of Manish
STATE BANK OF INDIA Faculities 4/9/2025 470.00 Bajoria and Neelam Bajoria
d) Relating to borrowed funds
i) Wilful defaulter
ii) Utilisation of borrowed funds & share premium
iii) Borrowings obtained on the basis of security of current assets
iv) Discrepancy in utilisation of borrowings
v) Current maturity of long term borrowings
e) There are no layer of companies, hence no disclosures are required
f) There is no scheme of arrangement approved in terms of section 230 to 237 of Companies Act, 2013
g)Thecompanyhasneitheradvancedorloanedorinvestedfundsnorreceivedanyadvances(eitherborrowedfundsorsharepremiumoranyothersourcesorkindof
funds) from any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the
Intermediary shall
(i) 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)
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
F- 37ARC INSULATION AND INSULATORS LIMITED
(Formerly Known as ARC INSULATION AND INULATORS PRIVATE LIMITED)
CIN : U18109WB2008PLC129263
Notes 35: Restated Statement of Accounting Ratios
Annexure- XXXVI
h) The title deeds of all the immovable properties disclosed in the financial statements are held in the name of the Company.
i)TheCompanyhascompliedwiththenumberoflayersprescribedunderclause(87)ofsection2oftheActreadwithCompanies(RestrictiononnumberofLayers)
Rules, 2017.
j)Noinstanceofanytransactionsnotbeingrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetaxassessments
under theIncomeTax Act, 1961 have been found. The Company does not have any previously unrecorded income and related assets which havenot been properly
recorded in the books of accounts.
DISCLOSURE OF TRANSACTIONS WITH STRUCK OFF COMPANIES
TheCompanydidnothaveanymaterialtransactionswithcompaniesstruckoffunderSection248oftheCompaniesAct,2013orSection560ofCompaniesAct,1956
during the financial year.
F- 38MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our
Financial Statements as Restated which is included in this Red Herring Prospectus. The following discussion and
analysis of our financial condition and results of operations is based on our Financial Statements as Restated, for the
financial years ended March 31, 2025, 2024 and 2023 including the related notes and reports, included in this Red
Herring Prospectus is prepared in accordance with requirements of the Companies Act, 2013 and restated in
accordance with the SEBI (ICDR) Regulations, 2018, which differ in certain material respects from IFRS, U.S. GAAP
and GAAP in other countries. Our Financial Statements, as restated have been derived from our audited statutory
financial statements. Accordingly, the degree to which our Financial Statements as Restated will provide meaningful
information to a prospective investor in countries other than India is entirely dependent on the reader’s level of
familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India.
This discussion contains forward looking statements and reflects our current views with respect to future events and
financial performance. Actual results may differ materially from those anticipated in these Forward-Looking
Statements as a result of certain factors such as those described under chapters titled “Risk Factors” and “Forward
Looking Statements” beginning on pages 36 and 26, respectively of this Red Herring Prospectus.
Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year are to
the 12 months ended March 31 of that year.
We are dedicated manufacturer and supplier of Fiber Reinforced Polymers / Glass Fiber Reinforced Polymers
(“FRP/GFRP”) composite/constituency products. Our offerings include FRP/GFRP Rebars, FRP/GFRP Granting
Walkways, FRP/GFRP Pipelines, FRP/GFRP Tubes, FRP/GFRP Fencing for Transformers, FRP/GFRP Cable Trays, and
other related products designed for industrial, energy and marine’s sectors. In addition to our core business, the company
acquired the ongoing business of our promoter, ‘M/s ARC Insulation & Insulators,’ a sole proprietorship, through a
business transfer agreement dated June 01, 2009. Under our brand name “ARC”, we supply our products for application
in diverse industries including Infrastructure, Power, Cooling Tower, Chemical, Composite, Electrical Substation, Metal
& Mining and others.
For more details kindly refer our chapter titled “Our Business” on page 142 of this Red Herring Prospectus.
Significant Developments Subsequent to The Last Financial Year
In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this
Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect
the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the previous
twelve months except:
Ø The company got converted from private to public company vide Certificate of Incorporation pursuant to conversion
dated August 5, 2024 and converted its name form “ARC Insulation & Insulators Private Limited” to “ARC Insulation
& Insulators Limited” thereon.
Ø The Company has increased its Authorized Share Capital from 19,00,000 Equity shares of ₹ 10/- each to 1,50,00,000
equity shares of ₹ 10/- each vide resolution passed in its members meeting dated August 07, 2024.
Ø The Company has issued 51,39,060 fully paid Equity Shares of ₹10/- each pursuant to Bonus Issue allotted on
September 18, 2024 vide resolution passed on September 18, 2024.
Ø Further, The Company has issued 4,00,300 fully paid Equity Shares of ₹10/- each pursuant to Private Placements
(Preferential Allotment) allotted on September 30, 2024 vide EGM resolution passed on September 23, 2024.
Ø The Board of our Company has approved to raise funds through initial public offering in the Board meeting held on
September 21, 2024.
Ø The members of our Company approved proposal of Board of Directors to raise funds through initial public offering
in the extra ordinary general meeting held on September 23, 2024.
Factors Affecting Our Results of Operations
223Our company’s future results of operations could be affected potentially by the following factors:
1. Raw Material Risk
2. Customer Dependency
3. Manufacturing Capacity
4. Regulatory Risks
5. International Operations Risks
6. Manufacturing and Labor Risks
7. Leadership Dependence
8. Competitive Risks
9. Litigation risks
Our business is subjected to various risks and uncertainties, including those discussed in the section titled ‘Risk Factors’
beginning on page 36 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by
numerous factors including the following:
Key Performance Indicators of our Company
A. Key Financial Performance Indicators:
(₹ in Lakhs)
Financial Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operations (1) 3,271.64 2,845.47 2,398.25
EBITDA(2) 1,250.30 905.23 428.93
EBITDA Margin %(3) 38.22 31.81 17.89
PAT 856.58 610.40 263.81
PAT Margin %(4) 26.18 21.45 11.00
Net worth(5) 2,522.18 1,245.28 634.88
RoE %(6) 45.47 64.93 52.45
RoCE% (7) 49.84 60.96 36.67
Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs - Other Income.
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations.
(4) ‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(5) Net worth as defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations 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 audited balance sheet, but does not include reserves created out of
revaluation of assets, write-back of depreciation and amalgamation
(6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
(7) Return on Capital Employed is calculated as EBIT divided by Average capital employed, which is defined as
shareholders’ equity plus total debt. Here, EBIT is calculated as Profit before tax + Finance Costs – Other Income.
B. Key Operational Performance Indicators
For financia l year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Revenue from Operations excluding Other 3,254.46 2,825.75 2,398.25
Operating Revenue (₹ in Lakhs)
Total Actual Production (Tons) 1609.16 1342.87 1216.85
Average Revenue Per Ton (₹ in Lakhs) (1) 2.02 2.10 1.97
Total No of Customers 89 83 77
Average Revenue Per Customer (₹ in Lakhs) (2) 36.56 34.05 31.15
Notes:
(1) Average Revenue per Ton: Total revenue from operations divided by total actual production (tons).
(2) Average Revenue Per Customer: Total revenue from operations divided by total number of customers.
For further detail on Key Performance Indicators of our company, please refer Chapter Titled “Basis of Offer Price” on
page 120 of this Red Herring Prospectus.
224STATEMENT OF SIGNIFICANT POLICIES
Corporate Information:
1. Company Background
The Company was originally incorporated on September 10, 2008, as a Private Limited Company in the name of “ARC
Insulation & Insulators Private Limited” under the provisions of the Companies Act, 1956 bearing Corporate
Identification Number U18109WB2008PTC129263 issued by the Deputy Registrar of Companies, West Bengal.
Subsequently, pursuant to a Special Resolution of our Shareholders passed in the Extra-Ordinary General Meeting held
on June 11, 2024, our Company was converted from a Private Limited Company to Public Limited Company and
consequently, the name of our Company was changed to ‘ARC Insulation & Insulators Limited’ and a Fresh Certificate
of Incorporation consequent to Conversion was issued on August 5, 2024 bearing Corporate Identification Number
U18109WB2008PLC129263 issued by the Registrar of Companies, Central Processing Centre.
The company is engaged in manufacturing and supply of Fiber Reinforced Polymers / Glass Fiber Reinforced Polymers
(“FRP/GFRP”) composite/constituency products. Our offerings include FRP/GFRP Rebars, FRP/GFRP Granting
Walkways, FRP/GFRP Pipelines, FRP/GFRP Tubes, FRP/GFRP Fencing for Transformers, FRP/GFRP Cable Trays, and
other related products designed for industrial, energy and marine’s sectors. In addition to our core business, the company
acquired the ongoing business of our promoter, ‘M/s ARC Insulation & Insulators,’ a sole proprietorship, through a
business transfer agreement dated June 01, 2009. Under our brand name “ARC”, we supply our products for application
in diverse industries including Infrastructure, Power, Cooling Tower, Chemical, Composite, Electrical Substation, Metal
& Mining.
1.1 Basis of preparation of financial statements
(a) The financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in
India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the
provisions of the Companies Act, 2013 and the Companies (Accounting Standards) Rules 2014, as prescribed. The
financial statements have been prepared under the historical cost convention on accrual basis.
(b) The preparation of the financial statements requires management to make estimates and assumption that affect the
reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and
the results of operations during the reporting period. Although these estimates are based upon management's best
knowledge of current events and actions, actual results could differ from these estimates.
The Restated Financial Information of ARC Insulation & Insulators Limited (formerly, ARC Insulation & Insulators
Private Limited) comprise of Restated Statement of Assets and Liabilities as at 31 March, 2025; 31 March, 2024 and 31
March, 2023, the Restated Statement of Profit and Loss, Restated Cash Flow Statement, Significant Accounting Policies
to the Restated Financial Information and Notes to the Restated Financial Information. These Restated Financial
Information have been prepared by the management of the company for the proposed inclusion in the Red Herring
Prospectus (RHP) prepared by the Company in connection with its proposed Initial Public Offer (“IPO”) in terms of the
requirements of,
1) Section 26 and 28 of Part I of Chapter III of the companies Act, 2013 (“the act”);
2) The securities and Exchange Board India (issue of Capital and Disclose Requirements) Regulations, 2018, as amended
(“ICDR Regulations”)
3) The Guidance Note on Reports in company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI), as amended (the “Guidance Note”).
These Restated Financial Information have been compiled by the Company's management from Audited Financial
Statements of the company as at and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023
prepared in accordance with the accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act, which have been approved by the Board of Directors at their meetings held on
August 07, 2025, September 02, 2024 and September 20, 2023 respectively.
These Restated Financial Information have been approved by the Board of Directors of the Company on August 07, 2025.
(c) The preparation of the financial statements requires estimates and assumptions to be made that affect the reported
amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses
225during the reporting period. Differences between the actual results and estimates are recognized in the period in which
the results are known / materialize.
1.2 Revenue Recognition
(a) The company generally follows the mercantile system of accounting and recognizes Income & Expenditure on accrual
basis.
(b) Revenue is recognised to the extent that it is possible that, the economic benefits will flow to the company and the
revenue can be reliably estimated and collectability is reasonably assured.
(c) Revenue from sale of goods & services are recognised when goods/service is fully supplied/provided to our customer
and when there are no longer any unfulfilled obligations. The performance obligations in our contracts are fulfilled at the
time of dispatch, delivery or upon formal customer acceptance depending on customer terms.
(d) Revenue is measured on the basis of sale price, after deduction of any trade discounts, volume rebates and any taxes
or duties collected on behalf of the Government such as goods and service tax etc. Accumulated experience is used to
estimate the provision for such discounts and rebates. Revenue is only recognised to the extent that it is highly probable
a significant reversal will not occur.
(e) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate
applicable.
1.3 Property, Plant & Equipment and Intangible Assets & Depreciation
(A) Property, Plant and Equipment
(a) Property, Plant and Equipment is stated at acquisition cost net of accumulated depreciation and accumulated
impairment losses, if any. Cost of acquisition or construction of property, plant and equipment comprises its purchase
price including import duties and non-refundable purchase taxes after deducting trade discounts, rebates and any directly
attributable cost of bringing the item to its working condition for its intended use.
(b) Subsequent costs are included in the assets' carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the company and the cost of the
item can be measured reliably. All other repairs and maintenance cost are charged to the statement of profit and loss
during the period in which they are incurred.
(c) Gains or losses that arise on disposal or retirement of an asset are measured as the difference between net disposal
proceeds and the carrying value of property, plant and equipment and are recognised in the statement of profit and loss
when the same is derecognised.
(d) Depreciation is calculated on pro rata basis on Written down value method (WDV) based on estimated useful Life as
prescribed under Part C of Schedule - II of the Companies Act, 2013. Freehold land is not depreciated.(e) Intangible asset
purchased are initially measured at cost. The cost of an intangible assets comprises its purchase price including duties
and taxes and any costs directly attributable to making the assets ready for their intended use. The useful lives of intangible
assets are assessed as either finite or indefinite. Finite-life intangible assets are amortised on a written down value basis
over the period of their estimated useful lives.
1.4 Impairment of Assets
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on
internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its
recoverable amount. The recoverable amount is the higher of the asset's net selling price and value in use, which is
determined by the present value of the estimated future cash flows.
1.5.Investments
Investments, which are readily realizable and intended to be held for not more than one year from the date on which such
investments are made, are classified as current investments. All other investments are classified as non-current
investments.
1.6 Inventories
The inventories are maintained as cost or NRV whichever is lower. Cost is determined on FIFO basis.
1.7 Employee Benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The contribution to the provident
fund is charged to the statement of profit and loss for the year when an employee renders the related services.
226Provision for Gratuity has been considered as per Actuarial valuation report.
Leave encashment to the employees are accounted for as & when the same is claimed by eligible employees.
1.8 Borrowing Costs
(a) Borrowing costs that are directly attributable to the acquisition of qualifying assets are capitalized for the period
until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial period of time
to get ready for its intended use.
(b) Other Borrowing costs are recognized as expense in the period in which they are incurred.
Current investments or Long-term investments are carried at cost. However, provision for diminutions in value is made
to recognize a decline other than temporary in the value of the investments.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or
credited to the statement of profit and loss
1.9 Taxes on Income
Tax expense comprises of current tax and deferred tax.
Current income tax is measured at the amount expected to be paid to the tax authorities, computed in accordance with the
applicable tax rates and tax laws.
Deferred Tax arising on account of "timing differences" and which are capable of reversal in one or more subsequent
periods is recognized, using the tax rates and tax laws that are enacted or substantively enacted. Deferred tax asset is
recognized only to the extent there is reasonable certainty with respect to reversal of the same in future years as a matter
of prudence.
1.10 Earnings per share (EPS)
(a) Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period.
(b) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all
dilutive potential equity shares.
1.11 Prior Period Items
Prior Period and Extraordinary items and Changes in Accounting Policies having material impact on the financial
affairs of the Company are disclosed in financial statements if any.
1.12 Provisions and Contingent Liabilities
(a) Provision involving substantial degree of estimation in measurements is recognized when there is a present obligation
as a result of past events and it is probable that there will be an outflow of resources.
(b) Contingent Liabilities are shown by way of notes to the Accounts in respect of obligations where, based on the
evidence available, their existence at the Balance Sheet date is considered not probable.
(c) A Contingent Asset is not recognized in the Accounts.
1.13 Segment Reporting
(a) Business Segments:
Based on the guiding principles given in Accounting Standard 17 (AS - 17) on Segment Reporting issued by ICAI,
the Company has only one reportable Business Segment which is engaged in business of manufacturing and supply
of Fiber Reinforced Polymers / Glass Fiber Reinforced Polymers (“FRP/GFRP”) composite/constituency products.
Accordingly, the figures appearing in these financial statements relate to the Company's single Business Segment.
(b) Geographical Segments:
The Company activities / operations are confined to India and as such there is only one geographical segment.
Accordingly, the figures appearing in these financial statements relate to the Company's single geographical segment..
1.14 Foreign Currency Transactions
Foreign exchange transactions are recorded at the rate prevailing on the date of respective transaction. Monetary assets
and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rates
on that date. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are
227reported using the exchange rate at the date of transaction. Exchange differences arising on foreign exchange transactions
settled during the year and on restatement as at the balance sheet date are recognized in the statement of profit and loss
for the year.
1.15 Balance Confirmations
Balance of Debtors & Creditors & Loans & advances Taken & giving are subject to confirmation and subject to
consequential adjustments, if any. Debtors & creditors balance has been shown separately and the advances received
and paid from/to the parties is shown as advance from customer and advance to suppliers.
1.16 Regrouping
Previous year’s figures have been regrouped and reclassified wherever necessary to match with current year grouping
and classification.
1.17 Government Grants
Government Grants are recognised where there is reasonable assurance that the company has complied with the conditions
attached to them and that the grant will be received. Revenue grants are recognised in the statement of Profit and Loss
and are shown under Other Income. Capital grants are recognised in Reserves in case the same is for a project as a whole.
If these are for a specific asset, then the same is reduced from the cost of the concerned asset for which it is received.
1.18 Corporate Social Responsibility (CSR)
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least
2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR)
activities. The areas for CSR activities are promoting education, promoting gender equality by empowering women,
healthcare, environment sustainability, art and culture, destitute care and rehabilitation, disaster relief, COVID-19 relief
and rural development projects. The company is required to expense on CSR activities during F.Y. 2024-25. The relevant
details have been disclosed in Annexure 1.18.
Discussion on Results of Operation
The following discussion on results of operations should be read in conjunction with the Restated Financial Results of
our Company for the financial years ended March 31, 2025, 2024 and 2023.
Results of Our Operations
The following table sets forth select financial data from our Financial Statements as Restated Profit and Loss for the
financial year ended March 31, 2025, 2024, and 2023 the components of which are also expressed as a percentage of total
revenue for such periods:
(₹ in Lakhs)
For the For the For the
% of Total % of Total % of Total
Particulars year ended year ended year ended
income income income
31.03.2025 31.03.2024 31.03.2023
I. Revenue from Operations 3,271.64 98.68 2,845.47 98.69 2,398.25 97.97
II. Other Income 43.68 1.32 37.90 1.31 49.76 2.03
III. Total Income (I + II) 3,315.32 100.00 2,883.37 100.00 2,448.01 100.00
IV. Expenses:
Cost of Material Consumed 1,704.49 51.41 1,618.87 56.15 1,515.04 61.89
Changes in Inventories of
(118.59) (3.58) (148.38) (5.15) 53.98 2.20
Finished goods
Employee Benefits Expense 159.17 4.80 107.87 3.74 98.39 4.02
Other Expenses 276.27 8.33 361.87 12.55 301.91 12.33
IV. Total Expenses 2,021.34 60.97 1,940.24 67.29 1,969.32 80.45
V. Earnings Before Interest,
Taxes, Depreciation & 1,293.98 39.03 943.13 32.71 478.69 19.55
Amortization (III-IV)
Finance Costs (VI) 41.91 1.26 41.21 1.43 53.64 2.19
Depreciation and Amortisation
93.58 2.82 86.07 2.99 72.37 2.96
Expense (VII)
228VIII. Profit before
Exceptional Items (V-VI- 1,158.49 34.94 815.85 28.29 352.68 14.41
VII)
IX. Exceptional items &
Extraordinary Items- Prior - 0.00 - 0.00 - 0.00
period items
X. Profit/(Loss) before Tax
1,158.49 34.94 815.85 28.29 352.68 14.41
(VIII-IX)
XI. Tax expense:
Current Tax 299.96 9.05 207.01 7.18 89.72 3.66
Earlier years Tax - - - 0.00 - 0.00
Deferred Tax 1.95 0.06 (1.56) (0.05) (0.85) (0.03)
XI. Total Tax Expense 301.91 9.11 205.45 7.13 88.87 3.63
XII. Profit (Loss) for the
856.58 25.84 610.40 21.17 263.81 10.78
period (X-XI)
Overview of Revenue and expenditure
Revenue and Expenditure
Total Income: Our total income comprises of revenue from operations and other income.
Revenue from operations: Our revenue from operations comprises of Sale of finished goods including Exports and Other
Operating Revenue which consist of revenue from freight income.
Other Income: Our other income consists of Interest Income, Profit on sale of assets, Foreign Gain and Other Non-
Operating Income which includes changes in Gratuity Actuarial Assumption.
Expenses: Our expenses comprise of Cost of Material Consumed, Change in Inventories, Employee Benefit Expenses,
Finance Cost, Depreciation and Amortisation Expenses and Other Expenses.
Cost of Raw Material Consumed: Our Raw Material consumed consists of change in stock of Raw Material, Purchases
of Raw materials and Direct Expenses.
Direct Expenses: Direct Expenses consists of Consumables, Direct Wages, Power and Fuel, Freight Inward and Other
Direct Expenses.
Changes in Inventories: Our Changes in Inventories comprises of change in Stock of Finished goods from the beginning
of the year to the end of the year.
Employee Benefit Expenses: Our employee benefit expense consists of Salaries Wages & Bonus, Contribution to
provident and other funds, Director’s Remuneration and Gratuity.
Finance Cost: Our finance costs comprise of Interest on Bank Loan and bank charges.
Depreciation and amortisation expenses: Tangible assets are depreciated over periods corresponding to their estimated
useful lives. Depreciation includes depreciation charged on Property, Plant & Equipment & Intangible Assets excluding
freehold land.
Other expenses: Advertisement & Publicity , Auditor Remuneration, Bad Debt, Balance written off, Bank & Other
charges, Business promotion, Business seminar Expenses, Calibration charge, Certification & Inspection Expenses,
Commission on sales, Communication expenses, Stores & spares, Computer Expenses, Car Expenses, Discount Allowed,
Delivery Expenses, Donation Expenses, Forex Loss (Net), Forex Loss (net), Foreign Tour Expenses, Freight Charges,
Fuel Charges, G.P.S Tracking Charges, Gst Reversal Expenses, General Expenses, Insurance expenses, Interest paid on
GST, Interest paid on TDS/ TDS demand, Internet Expenses, Legal & Profession Charges, License & Subscription Fee,
Loss in Transit, Loss on sale of Fixed assets, Lab Expenses, Market development expenditure amortised, Miscellaneous
Expenses, Office Expenses, Other Expenses, Penalty for GST, Postage & Telecommunication, Printing & Stationery,
Prior Years Interest Difference, Power and Fuel Expenses, Packing expenses, Rates & Taxes, Rent, Repairs &
Maintanance, Research & Development, Roc Fees, Round off, Security Charges, Selling and Administration Expenses,
Services expenses, Software Expenses, Spare Parts, Statutory payments, Testing Charges, Travelling and conveyance,
Tender expenses.
229Tax Expenses: Income taxes are accounted for in accordance with Accounting Standard – 22 on “Accounting for Taxes
on Income” (“AS-22”), prescribed under the Companies (Accounting Standards) Rules, 2006. Our Company provides for
current tax as well as deferred tax, as applicable.
Provision for current taxes is made at the current tax rates after taking into consideration the benefits available to our
Company under the provisions of the Income Tax Act, 1961.
Deferred tax arises from the timing differences between book profits and taxable profits that originate in one period and
are capable of reversal in one or more subsequent periods and is measured using the tax rates and laws applicable as of
the date of the financial statements. Our Company provides for deferred tax asset / liability on such timing differences
subject to prudent considerations in respect of deferred tax assets.
COMPARISON OF FY 2024-25 WITH FY 2023-24
Income
Total Income: Our Total Income increased by ₹ 431.95 lakhs, from ₹ 2,883.37 lakhs for the financial year ended March
31, 2024 to ₹ 3,315.32 lakhs for the financial year ended March 31, 2025, due to the factors described below:
Revenue from operations
Our Revenue from operations increased by ₹ 426.17 lakhs, from ₹ 2,845.47 lakhs for the financial year ended March 31,
2024 to ₹ 3,271.64 lakhs for the financial year ended March 31, 2025, representing a growth of 14.98% on account of
addition of new customers, repetitive orders from existing customers and new geographical expansion within the domestic
markets. Domestic sales of finished goods had increased to ₹ 3,205.33 lakhs in F.Y. 2024-25 as compared to ₹ 2,782.26
lakhs in F.Y. 2023-24 on account of business expansion and additional orders executed. For further details please refer
Key Operational Performance Indicators under “Basis for Offer Price” chapter on page 120 of the Red Herring
Prospectus.
Other Income
Our total Other income increased by ₹5.78 lakhs, from ₹ 37.90 lakhs for the financial year ended March 31, 2024 to ₹
43.68 lakhs for the financial year ended March 31, 2025, representing an Increase of 15.26% due to increase in Interest
income from investment, Foreign Exchange Fluctuation Gain and Other Non-Operating Income.
Expenses
Our Total Expenses excluding finance cost, depreciation and tax expenses was ₹ 2021.34 lakhs for the year ended March
31, 2025 as compared to ₹ 1940.24 Lakhs for the financial year March 31, 2024, representing increase of 4.18% due to
the factors described below:
Cost of Raw Material Consumed
Our Cost of Materials Consumed is increased by ₹ 85.61 lakhs, from ₹ 1,618.87 lakhs for the financial year ended March
31, 2024 to ₹ 1,704.49 lakhs for the financial year ended March 31, 2025 due to increase in sales during the F.Y 24-25.
Changes in Inventories
Our Net Change in Inventory of Finished Goods decreased by ₹ 29.78 lakhs, from ₹ (148.38) lakhs for the financial year
ended March 31, 2024 to ₹ (118.59) lakhs for the financial year ended March 31, 2024.
Employee Benefits Expenses
Our Employee Benefit Expenses increased by ₹ 51.30 lakhs, from ₹ 107.87 lakhs for the financial year ended March 31,
2024, to ₹ 159.17 lakhs for the financial year ended March 31, 2025, representing an increase of 47.56 % due to increase
in labour workforce due to increase in production.
Other Expenses
Our Other Expenses decreased by ₹ (85.59) lakhs, from ₹ 361.87 lakhs for the financial year ended March 31, 2024, to ₹
276.27 lakhs for the financial year ended March 31, 2025, which is 12.55% and 8.33% of the total revenue of respective
years, representing an decrease of -23.65%. This increase in other expenses was primarily attributed to several factors,
including decreasing in commission to ₹ 74.58 lakhs in F.Y. 2024-25 as compared to ₹ 173.70 lakhs in F.Y. 2023-24,
Travell and Conveyance from ₹ 31.06 lakhs to ₹ 7.84 lakhs, Legal and Professional from ₹ 24.51 lakhs to ₹ 20.06 lakhs,
Office Expense from ₹ 10.96 lakhs to ₹ 6.48 lakhs and Testing Charges from ₹ 11.05 lakhs to ₹ 1.66 lakhs.
Finance Costs
Our Finance Cost is increased by ₹ 0.70 which was ₹ 41.91 lakhs for the year ended March 31, 2025 as compared to ₹
41.21 Lakhs for the financial year March 31, 2024, due to increase in Bank Charges.
230Depreciation and Amortization Expense
Our Depreciation and Amortization Expenses increased by ₹ 7.51 lakhs, from ₹ 86.07 lakhs for the financial year ended
March 31, 2024, to ₹ 93.58 lakhs for the financial year ended March 31, 2025, representing an increase of 8.73% due to
procurement of new machineries, heavy unit processors to increase production capacity and accordingly depreciation was
charged on it.
Exceptional Items
Our Exceptional Items are Nil for the financial year ended March 31, 2025.
Profit Before Tax
Our Profit/(Loss) before Tax increased by ₹ 342.64 lakhs, from ₹ 815.85 lakhs for the financial year ended March 31,
2024, to ₹ 1,158.49 lakhs for the financial year ended March 31, 2025, representing a growth of 42% on account of
continuation of sales to customers with high profit margin along with lower cost of production and better utilisation of
production facility. For further details please refer Key Operational Performance Indicators under “Basis for Offer
Price“ chapter on page 120 of the Red Herring Prospectus.
Total Tax Expenses
Our Tax expanses increased by ₹ 96.46 lakhs, from ₹ 205.45 lakhs for the financial year ended March 31, 2024, to ₹
301.91 lakhs for the financial year ended March 31, 2025, on account of increase in sales and considerable reduction in
cost of goods sold and handling costs, resulting to aim higher profitability.
Profit After Tax
Our Profit/(Loss) for the year increased by ₹ 246.18 lakhs, from ₹ 610.40 lakhs for the financial year ended March 31,
2024 to ₹ 856.58 lakhs for the financial year ended March 31, 2025 representing a growth of 40.33%, due to the reasons
listed above and expansion of business resulting increase in Profit after tax.
COMPARISON OF FY 2023-24 WITH FY 2022-23
Income
Total Income: Our Total Income increased by ₹ 435.35 lakhs, from ₹ 2448.01 lakhs for the financial year ended March
31, 2023 to ₹ 2883.37 lakhs for the financial year ended March 31, 2024, due to the factors described below:
Revenue from operations
Our Revenue from operations increased by ₹ 447.22 lakhs, from ₹ 2398.25 lakhs for the financial year ended March 31,
2023 to ₹ 2845.47 lakhs for the financial year ended March 31, 2024, representing a growth of 18.65% on account of
addition of new customers, repetitive orders from existing customers and new geographical expansion within the domestic
markets. Domestic sales of finished goods had increased to ₹ 2782.26 lakhs in F.Y. 2023-24 as compared to ₹ 2278.45
lakhs in F.Y. 2022-23 on account of business expansion and additional orders executed. For further details please refer
Key Operational Performance Indicators under “Basis for Offer Price“ chapter on page 120 of the Red Herring
Prospectus.
Other Income
Our total Other income decreased by ₹ 11.86 lakhs, from ₹ 49.76 lakhs for the financial year ended March 31, 2023, to ₹
37.90 lakhs for the financial year ended March 31, 2024, representing an decrease of 23.84% due to increase in Interest
income from investment and decrease in Profit on Sale of Plant, Property and Equipment including Intangible Assets,
Foreign Exchange Fluctuation Gain and Other Non-Operating Income.
Expenses
Our Total Expenses excluding finance cost, depreciation and tax expenses was ₹ 1940.24 lakhs for the year ended March
31, 2024 as compared to ₹ 1969.32 Lakhs for the financial year March 31, 2023, representing decrease of 1.48% due to
the factors described below:
Cost of Raw Material Consumed
Our Cost of Materials Consumed is increased by ₹ 103.84 lakhs, from ₹ 1515.04 lakhs for the financial year ended March
31, 2023, to ₹ 1618.87 lakhs for the financial year ended March 31, 2024 due to increase in sales during the F.Y 23-24.
Changes in Inventories
Our Net Change in Inventory of Finished Goods increased by ₹ 202.35 lakhs, from ₹ 53.98 lakhs for the financial year
ended March 31, 2023 to ₹ (148.38) lakhs for the financial year ended March 31, 2024, due to increase in closing inventory
of finished goods as the closing inventory as on 31.03.2023 was squeezed because of maximum supply of ready to sale
goods taken place towards the year’s end. Regular Closing stock was restored in the FY 2023-24.
Employee Benefits Expenses
231Our Employee Benefit Expenses increased by ₹ 9.48 lakhs, from ₹ 98.39 lakhs for the financial year ended March 31,
2023, to ₹ 107.87 lakhs for the financial year ended March 31, 2024, representing an increase of 9.64% due to increase
in labour workforce due to increase in production.
Other Expenses
Our Other Expenses increased by ₹ 59.95 lakhs, from ₹ 301.91 lakhs for the financial year ended March 31, 2023, to ₹
361.87 lakhs for the financial year ended March 31, 2024, which is 12.55% and 12.33% of the total revenue of respective
years, representing an increase of 19.86%. This increase in other expenses was primarily attributed to several factors,
including increment in commission to ₹ 173.70 lakhs in F.Y. 2023-24 as compared to ₹ 99.85 lakhs in F.Y. 2022-23,
Legal & Professional charges from ₹ 3.11 lakhs to ₹ 24.51 lakhs, Office expenses from ₹ 0.68 lakhs to ₹ 10.96 lakhs,
testing charges from ₹ 1.00 lakhs to ₹ 11.05 lakhs and freight charges from ₹ 4.02 lakhs to ₹ 13.03 lakhs.
Finance Costs
Our Finance Cost is decreased by ₹ 12.43 which was ₹ 41.21 lakhs for the year ended March 31, 2024 as compared to ₹
53.64 Lakhs for the financial year March 31, 2023, due to closure of loans to reduce financial burden.
Depreciation and Amortization Expense
Our Depreciation and Amortization Expenses increased by ₹ 13.70 lakhs, from ₹ 72.37 lakhs for the financial year ended
March 31, 2023, to ₹ 86.07 lakhs for the financial year ended March 31, 2024, representing an increase of 18.92% due to
procurement of new machineries, heavy unit processors to increase production capacity and accordingly depreciation was
charged on it.
Exceptional Items
Our Exceptional Items are Nil for the financial year ended March 31, 2024.
Profit Before Tax
Our Profit/(Loss) before Tax increased by ₹ 463.17 lakhs, from ₹ 352.68 lakhs for the financial year ended March 31,
2023, to ₹ 815.85 lakhs for the financial year ended March 31, 2024, representing a growth of 131.33% on account of
continuation of sales to customers with high profit margin along with lower cost of production and better utilisation of
production facility. For further details please refer Key Operational Performance Indicators under “Basis for Offer
Price” chapter on page 120 of the Red Herring Prospectus.
Total Tax Expenses
Our Tax expanses increased by ₹ 116.58 lakhs, from ₹ 88.87 lakhs for the financial year ended March 31, 2023, to ₹
205.45 lakhs for the financial year ended March 31, 2024, on account of increase in sales and considerable reduction in
cost of goods sold and handling costs, resulting to aim higher profitability.
Profit After Tax
Our Profit/(Loss) for the year increased by ₹ 346.59 lakhs, from ₹ 263.81 lakhs for the financial year ended March 31,
2023 to ₹ 610.40 lakhs for the financial year ended March 31, 2024 representing a growth of 131.38%, due to the reasons
listed above and expansion of business resulting increase in Profit after tax.
Changes in Cash Flows
The table below summaries our cash flows from our Restated Financial Statements for the year ended March 31, 2025,
2024 and 2023:
(₹ in Lakhs)
For the year ended March 31,
Particulars
2025 2024 2023
Net cash (used in)/ generated from operating Activities 33.55 907.05 99.06
Net cash (used in)/ generated from investing Activities (736.53) (536.32) (168.78)
Net cash (used in)/ generated from financing Activities 697.41 (293.43) 67.02
Net increase/ (decrease) in cash and cash Equivalents (5.56) 77.30 (2.69)
Cash and Cash Equivalents at the beginning of the period 81.95 4.65 7.34
Cash and Cash Equivalents at the end of the Period* 76.39 81.95 4.65
*Cash and Cash Equivalents include cash and bank balances in current and Cash credit accounts.
Operating Activities
Financial year 2024-25
232Our net cash used in operating activities was ₹ 33.55 Lakhs for the financial year ended March 31, 2025. Our operating
profit before working capital changes was ₹ 1,286.37 lakhs which was primarily adjusted against an increase in
Inventories by ₹ 211.98 Lakhs, increase in Trade Receivable by ₹ 759.84 Lakhs, increase in Short-Term loans &
Advances by ₹ 62.51 Lakhs, increase in Other Current Assets by ₹ 9.71 Lakhs, increase in Trade Payables by ₹ 67.08
Lakhs, decrease in Other Current Liabilities by ₹ 7.17 Lakhs, which was further decreased by payment of Tax Paid during
the Year of ₹ 268.69 Lakhs.
Financial year 2023-24
Our net cash generated from operating activities was ₹ 907.05 Lakhs for the financial year ended March 31, 2024. Our
operating profit before working capital changes was ₹ 947.29 lakhs which was primarily adjusted against an increase in
Inventories by ₹ 128.11 Lakhs, decrease in Trade Receivable by ₹ 200.90 Lakhs, decrease in Short-Term loans &
Advances by ₹ 47.94 Lakhs, increase in Other Current Assets by ₹ 5.82 Lakhs, increase in Trade Payables by ₹ 145.73
Lakhs, decrease in Other Current Liabilities by ₹ 169.73 Lakhs, which was further decreased by payment of Tax Paid
during the Year of ₹ 131.15 Lakhs.
Financial year 2022-23
Our net cash generated from operating activities was ₹ 99.06 Lakhs for the financial year ended March 31, 2023. Our
operating profit before working capital changes was ₹ 492.64 lakhs which was primarily adjusted against an increase in
Inventories by ₹ 101.92 Lakhs, increase in Trade Receivable by ₹ 452.13 Lakhs, decrease in Short-Term loans &
Advances by ₹ 16.17 Lakhs, decrease in Other Current Assets by ₹ 16.98 Lakhs, increase in Trade Payables by ₹ 2.48
Lakhs, increase in Other Current Liabilities by ₹ 135.78, which was further decreased by payment of Tax Paid during the
Year of ₹ 10.93 Lakhs.
Investing Activities
Financial year 2024-25
Our net cash used in investing activities was ₹ 736.53 Lakhs for the financial year ended March 31, 2025. This was
primarily due to Interest Income of ₹ 8.17 Lakhs, Net purchases of Property, Plant & Equipment amounting to ₹ 753.01
Lakhs, Decrease in Non-Current Assets by ₹ 8.31 Lakhs.
Financial year 2023-24
Our net cash used in investing activities was ₹ 536.32 Lakhs for the financial year ended March 31, 2024. This was
primarily due to Interest Income of ₹ 4.69 Lakhs, Net purchases of Property, Plant & Equipment amounting to ₹ 200.23
Lakhs, Increase in Non-Current Assets of ₹ 340.78 Lakhs.
Financial year 2022-23
Our net cash used in investing activities was ₹ 168.78 Lakhs for the financial year ended March 31, 2023. This was
primarily due to Interest Income of ₹ 2.28 Lakhs, Net purchases of Property, Plant & Equipment amounting to ₹ 147.44
Lakhs, increase in Non-Current Investments of ₹ 30.58 Lakhs, Increase in Non-Current Assets of ₹ 54.29 Lakhs, Sale of
Fixed assets ₹0.04.
Financing Activities
Financial year 2024-25
Net cash generated from financing activities for the period ended March 31, 2025, was ₹ 697.41 Lakhs, which was
primarily due to Finance cost paid of ₹ 41.91 Lakhs, Proceeds of Short-Term Borrowings of ₹ 165.31 Lakhs, Proceeds
of Long-Term Borrowings of ₹ 153.70 Lakhs, Proceeds from Issue of Share Capital of ₹ 420.32 Lakhs.
Financial year 2023-24
Net cash used in financing activities for the financial year ended March 31, 2024, was ₹ 293.43 Lakhs, which was
primarily due to finance cost paid of ₹ 41.21 Lakhs, Repayment of Short-Term Borrowings of ₹ 124.35 Lakhs and
Repayment of Long-Term Borrowings of ₹ 127.87 Lakhs.
Financial year 2022-23
233Net cash generated from financing activities for the financial year ended March 31, 2023, was ₹ 67.02 Lakhs, which was
primarily due to finance cost paid of ₹ 53.64 Lakhs, Net Proceeds from Short-Term Borrowings of ₹ 61.97 Lakhs and
Net Proceeds of Long-Term Borrowings of ₹ 58.69 Lakhs.
Other Key Ratios
The table below summaries key ratios in our Restated Financial Statements for the financial year ended March 31, 2025,
2024 and 2023 :
For the year ended March 31,
Particulars
2025 2024 2023
Fixed Asset Turnover Ratio 2.50 4.40 4.50
Current Ratio 2.04 1.40 1.34
Debt Equity Ratio 0.24 0.22 0.83
Inventory Turnover Ratio 2.39 2.97 4.13
Fixed Asset Turnover Ratio: This is defined as revenue from operations divided by total fixed assets based on Financial
Statements as Restated.
Current Ratio: This is defined as current assets divided by current liabilities, based on Financial Statements as Restated.
Debt Equity Ratio: This is defined as total debt divided by total shareholder funds. Total debt is the sum of long-term
borrowings, short-term borrowings and current maturities of long-term debt based on Financial Statements as Restated.
Inventory Turnover Ratio: This is defined as average inventory divided by cost of goods sold based on Financial
Statements as Restated.
Financial Indebtedness
As on March 31, 2025, the total outstanding borrowings of our Company is as below. For further details, refer to the
chapter titled “Statement of Financial Indebtedness” beginning on page 237 of this Red Herring Prospectus.
(₹ in Lakhs)
Particulars As on March 31, 2025
Loans from Banks & Financial Institutions 585.96
Loans from Related Party 10.67
Total 596.63
Related Party Transactions
Related party transactions with our promoters, directors and their entities and relatives primarily relate to purchase and
sale of products and services. For further information, please refer to the chapter titled “Financial Statements as
Restated” on page 222 of this Red Herring Prospectus.
Off-Balance Sheet Items
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity
that have been established for the purposes of facilitating off-balance sheet arrangements.
Qualitative Disclosure about Market Risk
Financial Market Risks
Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to
interest rate risk, inflation and credit risk in the normal course of our business.
Interest Rate Risk
Our financial results are subject to changes in interest rates, which may affect our debt service obligations and our access
to funds.
Effect of Inflation
234We are affected by inflation as it has an impact on the raw material cost, wages, etc. In line with changing inflation rates,
we rework our margins so as to absorb the inflationary impact.
Credit Risk
We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all,
we may have to make provisions for or write-off such amounts.
Reservations, Qualifications and Adverse Remarks
Except as disclosed in chapter titled “Financial Statements as Restated” beginning on page 222 of this Red Herring
Prospectus, there have been no reservations, qualifications and adverse remarks.
Details of Default, if any, including therein the Amount Involved, Duration of Default and Present Status, in Repayment
of Statutory Dues or Repayment of Deposits or Repayment of Loans from any Bank or Financial Institution.
Except as disclosed in chapter titled “Financial Statements as Restated” beginning on page 222 of this Red Herring
Prospectus, there have been no defaults in payment of statutory dues and interest thereon or repayment of deposits and
interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.
FACTORS THAT MAY AFFECT THE RESULTS OF THE OPERATIONS
a. Unusual or infrequent events or transactions
There are no transactions or events, which in our best judgment, would be considered unusual or infrequent that have
significantly affected operations of the Company.
b. Significant economic changes that materially affected or are likely to affect income from continuing operations
There are no significant economic changes that materially affected Company’s operations or are likely to affect income
from continuing operations. Any slowdown in the growth of Indian economy or future volatility in global commodity
prices, could affect the business including the future financial performance, shareholders’ funds and ability to implement
strategy and the price of the Equity Shares.
c. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales,
revenue or income from continuing operations
Other than as disclosed in the chapter titled “Risk Factors” beginning on page 36 of this Red Herring Prospectus to our
knowledge, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact
on revenues or income of our Company from continuing operations.
d. Future changes in relationship between costs and revenues in case of events such as future increase in labour
or material cost or prices that will cause material change
According to our knowledge, there are no future relationship between cost and income that would be expected to have a
material adverse impact on our operations and revenues. However, increase in the cost of the goods in which the Company
deals, will affect the profitability of the Company. Further, the Company may not be able to pass on the increase in prices
of the services to the customers in full and this can be offset through cost reduction.
e. The extent to which material increases in net sales or revenue are due to increased sales volume, introduction
of new products or services or increased prices
The increase in revenue is by and large linked to increase in volume of all the activities carried out by the Company.
f. Total turnover of each major industry segment in which the Issuer Company operates
Our Company is primarily engaged manufacturing and suppliers of GFRP and FRP products.
Relevant industry data, as available, has been included in the chapter titled “Industry Overview” beginning on page 129
of this Red Herring Prospectus.
g. Status of any Publicly Announced New Business Segments
235Except as disclosed elsewhere in the Red Herring Prospectus, we have not announced and do not expect to announce in
the near future any new business segments.
h. Seasonality of the Business
The business of our company is not seasonal, hence there is no impact of seasonality on our turnover and operations.
However, one of the industries that we cater to, i.e., construction industry slows down its operations typically during
monsoon due to unfavourable whether conditions.
i. Any significant dependence on a single or few suppliers or customers
We depend on external suppliers for all the raw materials required and typically purchase raw materials on a purchase
order basis and place such orders with them in advance based on our projected requirements. As a result, the success of
our business is significantly dependent on maintaining good relationships with our suppliers. The absence of long-term
supply contracts subjects us to risks such as price volatility caused by various factors viz. commodity market fluctuations,
currency fluctuations, climatic and environmental conditions, transportation cost, changes in domestic regulatory changes
and trade sanctions. If we cannot fully offset the increase in raw material prices with an increase in the prices for our
products, we will experience lower profit margins, which in turn may have a material adverse effect on our results of
operations, and financial condition and ultimately lead to a liquidity crunch. In the absence of such contracts, we are also
exposed to the risk of unavailability of raw materials in desired quantities and qualities, in a timely manner.
j. Competitive Conditions
We face competition from existing and potential organized and unorganized competitors, which is common for any
business. We have, over a period, developed certain competitive strengths which have been discussed in section titled
“Our Business” beginning on page 142 of this Red Herring Prospectus.
236STATEMENTS OF FINANCIAL INDEBTEDNESS
Brief details on the financial indebtedness of the “ARC INSULATION AND INSULATORS LIMITED” as on March
31, 2025 are as under:
SECURED LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
(₹ in lakhs)
Name of Date of Purpose Sanction Rate of Primary Securities Repaymen Outstanding as
Lender Sanction ed Interes t Terms on 31.03.2025
Amount t (Balances as
(Months)
(₹ in per books of
lakhs) accounts)
ICICI 18-09- Car Loan 14.60 7.80% Hypothecation of Car 60 5.27
Bank 2021 p.a. against Loan
Limited
ICICI 30-03- Car Loan 10.00 7.50% Hypothecation of Car 36 0.31
Bank 2022 p.a. against Loan
Limited
Hero 30-04- Corporate 160.00 13.00 Mortgage against land 72 27.92
Fincorp 2019 Term Loan % p.a. held in name of
Limited Manish Bajoria at
Mouza– Samali,
Police Station-
Bishnupur, J.L.No.23,
R.S. Khatian Nos.465
and 498, L.R. Khatian
No.2298, R.S. and
L.R. Dag Nos.86 and
87, District- Parganas
South.
Kotak 31-05- Loan 128.00 9.85% Mortgage against 120 108.37
Mahindr 2022 against p.a. property and personal
a Bank Property guarantee given by
Limited Manish Bajoria
Kotak 31-01- Loan 240.00 8.20% 60 236.83
Mahindr 2025 against p.a (Property ID:P-
a Bank Property 00597907) - OU107
AND OU108, OU107
Limited
AND OU108, NA,
PRIMARC
CHAMBERS,
LASKARHAT
ROAD, Kasba, 24
PARGANAS,WEST
BENGAL-700039
State 09-04- Overdraft 470.00 8.90 Primery Security : Payable at 164.75
Bank of 2025 (last Facilities* % p.a Hypothecation of Demand
Stock & Receivable,
India renewal)
Hypothecation of
Stock and receivables
of the unit, both
present and future
Collateral Security :
237Belongs to ARC
Insulation & Insulators
Ltd., (Realizable value
Rs 5.76 Crore, 1st chg
against SBI Edu Loan
Account No.
39930376502 of
Promotor's son and
value taken for
business exposure is
after deduction of
110% of outstanding),
Title Deed No. I-3548.
I-2669, Registered on :
24-06-2009 at South
24 Parganas, West
Bengal
Personal Guarantee of
Manish Bajoria and
Neelam Bajoria.
Yes 26-07- Overdraft 200.00 10.25 105% margin in FD Payable at 42.51
Bank 2023 Facilities % Demand
TOTAL: 1,222.60 585.96
UNSECURED LOANS FROM RELATED PARTY:
(₹ in lakhs)
Name of Lender Relation Purpose Outstanding as on 31.03.2025
(Balances as per books of accounts)
Manish Bajoria Managing Working Capital 10.67
Director Requirement
Total 10.67
* The Company has also availed Non fund based limit of ₹ 75.00 Lakhs of Bank Guarantee & ₹ 150.00 Lakhs of Letter of Credit and
Credit exposure limit of ₹ 4.00 lakhs against Hypothecation of stock & book debts, Equitable mortgage of two storied building with
RCC & Asbestors roofing factory shed constructed on plot of land measuring 99 decimals, R.S/L.R Dag no. 170 under mouza -
Mukundapur, R.S & L.R Dag no. 718 & 719 under mouza ramdevpur at premises bibirhat Mahishgoat Road, Vill - Ramdevpur within
the clear ambit of khagramuri Gram Panchayat JL no. 6 & 7, Touzi no. 99 & 14, Pargana Magura, PO - Bawali, RS - 49 & 89,PS &
ADSR - Bishnupur, Dist. Parganas South in the name of ARC Insulation & Insulators Ltd. and Personal Guarantee of Manish Bajoria
& Neelam Bajoria.
238SECTION X: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Our Company, our Directors and our Promoters are subject to various legal proceedings from time to time, mostly arising
in the ordinary course of our business. Except as stated in this section, there are no:
i) criminal proceedings;
ii) actions by statutory or regulatory authorities;
iii) disciplinary action including penalty imposed by SEBI or stock exchanges in the last five financial years including
outstanding action;
iv) claims relating to direct and indirect taxes; and
v) Material Litigation (as defined below); involving our Company, Directors or Promoters.
Our Board of Directors, in its meeting held on August 07, 2025, determined that outstanding litigation involving our
Company, its directors, its promoters, its KMP and group companies shall be considered material (“Material Litigation”)
if: (i) the monetary amount of claim by or against the entity or person in any such pending matter exceeds 10 lakhs (ii)
the Board or any of its committees shall have the power and authority to determine suitable materiality thresholds for the
subsequent financial years on the aforesaid basis or any other basis as may be determined by the Board or any of its
committees.
The Company has a policy for identification of Material Outstanding Dues to Creditors in terms of the SEBI (ICDR)
Regulations, 2018 as amended for creditors where outstanding due to any one of them exceeds 10 lakhs of the Company’s
trade payables as per the last restated financial statements shall be considered material dues for the company for the
purpose of disclosure in this Red Herring Prospectus. (“Material Dues”).
We hereby confirm that we have complied with the threshold of Outstanding Material Litigation as mentioned below:
For the purpose of determining materiality, the threshold shall be lower of threshold criteria mentioned below–
1) As per the policy of materiality defined by the board of directors of the issuer and disclosed in the offer document: The
materiality threshold Limit is ₹ 10 lakhs as mentioned above.
2) Litigation where the value or expected impact in terms of value, exceeds the lower of the following:
(₹ in Lakhs)
Particulars Turnover Percent Amount for threshold
(%) Criteria
a. Two percent of turnover, as per the latest annual 3,271.64 02 65.43
restated financial statements of the issuer;
Particulars Net Worth Percent Amount for threshold
(%) Criteria
b. Two percent of net worth, as per the latest annual 2,522.18 02 50.44
restated financial statements of the issuer except in case
the arithmetic value of the net worth is negative; or
Particulars Average Profit Percent Amount for threshold
after Tax* (%) Criteria
c. Five percent of the average of absolute value of profit 576.93 05 28.85
or loss after tax, as per the last three annual restated
financial statements of the issuer.
Lower of a, b, c 28.85
*Calculation of the average of absolute value of profit or loss after tax, as per the last three annual restated financial
statements of the issuer:
Particulars Profit after tax (₹ In lakhs)
FY 2023 263.81
FY 2024 610.40
FY 2025 856.58
Average Profit after Tax 576.93
2391) Our Company, its Directors, its Promoters, and its Key Managerial Personnel are not Wilful Defaulters, are
not involved in any Litigation and have not been debarred by any regulatory authority and have not been received
any notices from SEBI as on date. Further there have been no past case filed or pending violations of securities
laws against them.
I. Litigation Involving of the Issuer Company:
a. Criminal proceedings against the Issuer Company:
As on the date of this Red Herring Prospectus, there are no criminal proceedings initiated against the issuer
company.
b. Criminal proceedings filed by Issuer Company:
As on the date of this Red Herring Prospectus, there are no criminal proceedings initiated by the issuer
company.
c. Other pending material litigations against the issue company:
As on the date of this Red Herring Prospectus, there are no material litigation initiated against the issuer
company.
d. Other pending material litigations filed by the Issuer Company:
As on the date of this Red Herring Prospectus, there are no material litigation initiated by the issuer company,
excepted as followed.
Our Company has initiated legal proceedings (Case No. 0075626 of 2025) before the Hon’ble CESTAT,
Kolkata Bench, wherein the company has filed an appeal challenging the Order in Appeal dated September
12, 2024, confirming a demand of Rs. 2,04,133 along with interest and an equivalent penalty, arising from
alleged shortages of raw materials detected during stock verification on January 05, 2016. The appellant
submits that the department erroneously relied on the stock statement as on November 30, 2015, ignoring the
updated statement as on December 31, 2015. It is further contended that no proper physical weighment or
documentary evidence of clandestine removal was provided, and that the digital records maintained by the
appellant were not duly accepted. Currently the appeal is pending. The Appeal case next date is yet to be
reflected.
e. Actions by statutory and regulatory authorities against the Company, Key Managerial Personnel and
Senior Managerial Personnel of the company:
As on the date of this Red Herring Prospectus, there are no actions by statutory or regulatory authorities initiated
against the issuer company.
f. Disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoters in
the last five financial years, including outstanding action
As on the date of this Red Herring Prospectus, there are no disciplinary actions including penalties imposed by
SEBI or stock exchanges against the issuer company.
II. Litigations involving our Promoters & Directors of the Company:
a. Criminal Proceeding initiated against our Promoters and Directors of the Company:
A s on the date of this Red Herring Prospectus, there are no criminal proceedings initiated by Our Promoters
and Directors of the Company.
b. Criminal Proceeding initiated/filed by our Promoters and Directors of the Company:
As on the date of this Red Herring Prospectus, there are no criminal proceedings initiated by Our Promoters
and Directors of the Company. Excepted as followed.
The case titled filed by Manish Bajoria against Mr. Dilip Mandal and Mrs. Kiran Mandal under
complaint Case No. 2112 of 2021.
Our Director, Mr. Manish Bajoria, has initiated criminal proceedings under Section 200 of the Code of
Criminal Procedure, 1973 (Case No. 2112 of 2021) before the Learned Additional Chief Judicial Magistrate
at Alipur against Mr. Dilip Mandal and Mrs. Kiran Mandal. Initially, a complaint was lodged at the local
police station under Sections 420, 406, and 120B of the Indian Penal Code (IPC), alleging cheating, criminal
breach of trust, and conspiracy. However, as no resolution was reached through the police investigation, our
Director subsequently filed a formal complaint with the court under Sections 156(3) and 200 of the Criminal
Procedure Code, seeking judicial intervention and an investigation into the matter. The case pertains to the
unpaid dues for fibreglass materials supplied by the company during FY 2018-19, amounting to ₹17,70,593.
The defendants made partial payments totalling ₹12,85,432, leaving an outstanding balance of ₹4,85,160.
Despite issuing a demand notice on June 12, 2021, the defendants have failed to settle the remaining amount
which after including the interest at 18% p.a., stands at ₹7,56,490. A civil case in the matter has also been
filed in the civil court and is pending adjudication as mentioned later under the heading.
240The next date of the case hearing schedule on November 24, 2025.
c. Other pending material litigations against Our Promoters and Directors of the Company:
As on the date of this Red Herring Prospectus, there are no material litigation initiated against our Promoters
and Directors of the Company.
d. Other pending material litigations filed by our Promoter and director of the Company
As on the date of this Red Herring Prospectus, there are no material litigation initiated filed by our Promoters
and Directors of the Company, excepted as followed.
e. Actions by statutory and regulatory authorities against our Promoters and Directors of the Company:
As on the date of this Red Herring Prospectus, there are no actions by statutory or regulatory authorities initiated
against the Promoters and Directors of the Company.
f. Disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoters and
directors in the last five financial years, including outstanding action
As on the date of this Red Herring Prospectus, there are no Disciplinary actions including penalties imposed
by SEBI or stock exchanges against the Promoters and Directors of the Company.
III. Litigations involving our subsidiary, senior managerial personnel and group company of the company:
As on the date of this Red Herring Prospectus, the Company does not have any subsidiary, group company,
or senior managerial personnel as defined under the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended. Accordingly, disclosures relating to criminal litigation, status as a wilful
defaulter or fraudulent borrower, debarment by any regulatory authority, or receipt of any notice from SEBI
involving any such subsidiary, group company, or senior managerial personnel are not applicable.
2) TAX PROCEEDINGS:
Nature of Proceedings Number of cases Amount involved*
(₹ in Lakhs)
I. Company
a. Income Tax (Outstanding Demand) 04 72.29
b. Income Tax (E- Proceedings) 01 Unascertainable
c. Indirect Tax (GST) Demand 02 2.43
d. Direct Tax (TDS) 15 6.03
II. Promoters, Directors and KMPs
1. Mr. Manish Bajoria
a. Income Tax (Outstanding Demand) 02 1.93
b. Income Tax (E- Proceedings) - -
2. Ms. Neelam Bajoria
a. Income Tax (Outstanding Demand) 02 0.51
b. Income Tax (E- Proceedings) - -
3. Mr. Ashish Bajoria
a. Income Tax (Outstanding Demand) - -
b. Income Tax (E- Proceedings) - -
4. Ms. Chetna Gupta
a. Income Tax (Outstanding Demand) - -
b. Income Tax (E- Proceedings) - -
5. Ms. Suruchi Virendra Kumar Jain
a. Income Tax (Outstanding Demand) - -
b. Income Tax (E- Proceedings) - -
6. Swabhumi Distributors Private Limited
a. Income Tax (Outstanding Demand) - -
b. Income Tax (E- Proceedings) - -
c. Indirect tax (GST) N/A N/A
d. TDS N/A N/A
7. M/s. Manish Bajoria HUF
a. Income Tax (Outstanding Demand) - -
241b. Income Tax (E- Proceedings) - -
c. Indirect tax (GST) N/A N/A
d. TDS N/A N/A
8. Ms. Shraddha Dhacholia
a. Income Tax (Outstanding Demand) - -
b. Income Tax (E- Proceedings) - -
*The figures mentioned under the column “Amount Involved” may vary subject to final order, to the extent quantifiable, and inclusive
of accrued interest, to the extent quantified in the relevant demand notices.
Notes:
Assessment Description Total Amount Proceeding
Year (₹ in Lakhs) Status
a. Income Tax (Outstanding Demand)
I. Company
2013-2014 The company has received demand reference No. 63.35 Open
2018201310001819541C, dated December 13, 2018, of amount ₹
35,12,510/- and longwith accrued interest of amount ₹ 28,22,780/-
for assessment year 2013-2014 under section 250 of the income
Tax Act 1961, further the company has filed an appeal against the
demand in Form No 35 u/r 45 of the Income Tax Act 1961, bearing
reference no. 159188071130416 dated April 13, 2016. The appeal
is dismissed vide order dated September 28, 2018. Demand is still
pending till date.
2017-2018 The company has received demand reference No. 8.55 Open
2018201737047722640C, dated January 10, 2019, of amount ₹
4,77,500/- alongwith accrued interest of amount ₹ 3,77,225/- under
section 143(1)(a) of the income tax Act 1961. The Company has
not submitted their response till date.
2018-2019 The company has received demand reference No. 0.27 Open
2019201837052407592C, dated October 16, 2019, of amount ₹
16,000 /- along with accrued interest of amount ₹ 11,200/- under
section 143(1)(a) of the Income Tax Act 1961. The Company has
not submitted their response till date.
2019-2020 The company has received demand reference No. 0.12 Open
2020201937001092354C, dated October 16, 2019, of amount ₹
7,470/- along with accrued interest of amount ₹ 4,736/- under
section 143(1)(a) of the Income Tax Act 1961. The Company has
not submitted their response till date.
II. Promoters and Directors
1. Manish Bajoria
2011-2012 Mr. Manish Bajoria has received demand bearing reference No. 1.92 Open
2012201110025407814T, dated March 20, 2013, for assessment
year 2011-2012, under section 143(1)(a) of the Income Tax Act,
1961 of outstanding demand amount ₹ 73,890/- along with accrued
interest of amount ₹ 1,18,557/- further Mr. Manish Bajoria is not
satisfied with demand and filed his response dated July 06, 2018.
The demand is still pending till date.
2024-2025 Mr. Manish Bajoria has received demand bearing reference No. 0.0039 Open
2024202437339595381T, dated December 30, 2024, for
assessment year 2024-2025, under section 143(1)(a) of the Income
Tax Act, 1961 of outstanding demand amount of ₹ 370/- alongwith
accrued interest of ₹ 21/-. The demand is still pending till date.
2. Neelam Bajoria
2011-2012 Ms. Neelam Bajoria has received demand reference No. 0.49 Open
2012201110024698515T, dated March 18, 2013 for assessment
year 2011-2012, under section 143(1)(a) of the Income Tax Act,
1961 of outstanding demand amount of ₹ 16,020/- alongwith
accrued interest of ₹ 33,272/-. The demand is still pending till date.
2422021-2022 Ms. Neelam Bajoria has received demand reference No. 0.017 Open
2021202137044938256T, dated February 26, 2022 for assessment
year 2011-2012, under section 143(1)(a) of the Income Tax Act,
1961 of outstanding demand amount of ₹ 1,270 /- alongwith
accrued interest of ₹ 492 /-. The demand is still pending till date.
b. Income Tax (E- Proceedings)
I. The Company
2013—2014, The company has received Notice bearing reference No. unascertainable Open
2017-2018 ITBA/COM/F/17/2019-20/1025214032(1), dated February 14,
and 2020, for assessment year 2013-2014, 2017-2018 and 2018-2019
2018-2019 of amount ₹ 35,58,070/-, 4,77,498/- and 15,997/- issued under
Income Tax Act 1961. The company has not submitted any
response till date.
c. Indirect Tax (GST) Demand
Financial Description Proceeding
Year Status
I. Company
2018-2019 A Summary of order has received bearing reference no. 1.26 Open
ZD190822021026N, dated August 21, 2022, in FORM GST DRC
– 07, u/r 100(1), 100(2) 100(3) and 142(5) of the GST Act, 2017
for late filing of 3B, of amount ₹ 1,25,877/- for CGST, SGST and
IGST of the GST act 2017.
2019-2020 A Summary of Order has received bearing reference No. 1.18 Open
ZD190822021019I, dated August 21, 2022, in FORM GST DRC –
07, u/r 100(1), 100(2) 100(3) and 142(5) of the GST Act, 2017 for
late filing of 3B, of amount ₹ 1,17,964/- for CGST, SGST and
IGST of the GST Act, 2017.
d. Direct Tax (TDS)
Sr No. Financial Years Amount Proceeding
(₹ in Lakhs) Status
I. Company
2009-2010 Cumulative amount for different financial years 6.03 Open
to
2010-2011
and
2012-2013
to
2024-2025
3) OUTSTANDING DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES OR ANY OTHER
CREDITORS:
In accordance with our Company’s materiality policy dated August 07, 2025, below are the details of the Creditors where
there are outstanding amounts as on March 31, 2025:
(₹ in Lakhs)
Sr. No. Particulars Amount
1. Total Outstanding dues to Micro, Small & Medium Enterprises -
2. Total Outstanding dues to creditors other than Micro, Small & Medium 544.39
Enterprises
Total 544.39
3. Total Outstanding dues to material creditors 454.51
As the company does not owe any amount to parties registered within the meaning of MSME Act, no interest was payable
to any of the party.
The details pertaining to net outstanding dues towards our material creditors as on March 31, 2025 (along with the names
and amounts involved for each such material creditor) are available on the website of our Company at
www.arcinsulations.com . It is clarified that such details available on our website do not form a part of this Red Herring
Prospectus.
2434) MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET:
Except as mentioned under the chapter - “Management Discussion and Analysis of Financial Condition and Result of
Operation” on page 223 of this Red Herring Prospectus, there have been no material developments, since the date of the
last audited balance sheet.
244GOVERNMENT AND OTHER STATUTORY APPROVALS
Except as mentioned below, our Company has received the necessary consents, licences, permissions, registrations and
approvals from the Central and State Governments and other government agencies/ regulatory authorities/ certification
bodies required to undertake the Offer or continue our business activities and no further approvals are required for
carrying on our present or proposed business activities. It must, however, be distinctly understood that in granting the
above approvals, the Government of India and other authorities do not take any responsibility for the financial soundness
of our Company or for the correctness of any of the statements or any commitments made or opinions expressed in this
behalf. Unless otherwise stated, these approvals are all valid as of the date of this Red Herring Prospectus.
For details in connection with the regulatory and legal framework within which we operate, see the section titled “Key
Industrial Regulations and Policies” at page 174 of this Red Herring Prospectus. The main objects clause of the
Memorandum of Association of our Company and the objects incidental, enable our Company to carry out its activities.
The Company has got following licenses/ registrations/ approvals/ consents/ permissions from the Government and
various other Government agencies required for its present business.
I. APPROVALS FOR THE OFFER
The following approvals have been obtained in connection with the Issue:
1. Corporate Approvals
a) The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a resolution passed at its
meeting held on September 21, 2024 authorized the Offer, subject to the approval of the shareholders and such other
authorities as may be necessary.
b) The shareholders of our Company have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a Special
Resolution passed in the Extra Ordinary General Meeting held on September 23, 2024 authorized the Offer.
c) Our Board approved the Draft Red Herring Prospectus pursuant to its resolution dated January 20, 2025.
d) Our Board approved the Red Herring Prospectus pursuant to its resolution dated August 16, 2025.
e) Our Board approved the Prospectus pursuant to its resolution dated [●].
2. Approval from the Stock Exchange
In-principle approval dated June 02, 2025 vide letter no. NSE/LIST/5174 from NSE for using the name of the Exchange
in the offer documents for listing of the Equity Shares on SME Platform of NSE, issued by our Company pursuant to the
Offer.
3. Agreements with NSDL and CDSL
a) The company has entered into an agreement dated July 15, 2024 with the Central Depository Services (India) Limited
(“CDSL”) and the Registrar and Transfer Agent, who in this case is, Maashitla Securities Private Limited for the
dematerialization of its shares.
b) Similarly, the Company has also entered into an agreement dated June 25, 2024 with the National Securities
Depository Limited (“NSDL”) and the Registrar and Transfer Agent, who in this case is Maashitla Securities Private
Limited for the dematerialization of its shares.
c) The International Securities Identification Number (ISIN) of our Company is INE0YDV01010.
4. Lenders’ No Objection Certificate (NOC)
1. NOC Letter from State Bank of India (SBI) dated September 27, 2024, has been received.
2. NOC Letter from Kotak Mahindra Bank dated November 12, 2024, has been received.
3. NOC Letter from Hero Fincorp Limited Bank Dated May 27, 2025 has been received.
4. NOC Letter from Yes Bank Limited dated August 08, 2025 has been received.
245II. APPROVALS PERTAINING TO INCORPORATION OF OUR COMPANY
Sr. Nature of Registration CIN Applicable Issuing Date of Date of
No. Laws Authority Certificate Expiry
1. Certificate of Incorporation U18109WB The Registrar of September Valid
of ‘ARC Insulation & 2008PTC129263 Companies Companies, 10, 2008 Until
Insulators Private Limited’ Act, 1956 West Bengal Cancelled
2. Certificate of Incorporation U18109WB The Registrar of August 05, Valid
on change of name from ‘ARC 2008PLC129263 Companies Companies, 2024 Until
Insulation & Insulators Private Act, 2013 Central Cancelled
Limited’ to ‘ARC Insulation & Processing
Insulators Limited’ Centre
III. TAX RELATED APPROVALS
Sr Description Certificate Registration Applicable Authority Date of Date of
. is in the number laws Certificate Expiry
No name
1. Permanent Arc AAHCA6355Q Income Tax Income Tax September Valid
Account Insulation & Act, 1961 Department, 10, 2008 Until
Number Insulators Government of Cancelled
(PAN) Limited India
2. Tax Deduction Arc CALA11925E Income Tax Income Tax Screenshot Valid
Account Insulation & Act, 1961 Department, taken from Until
Number Insulators Government of the e- Cancelled
(TAN)* Private India Filing
Limited Portal
3. Certificate of Arc 19AAHCA635 The West Directorate of December Valid
Registration of Insulation & 5Q1ZX Bengal Commercial 04, 2024 Until
Goods and Insulators Goods and Taxes, w.e.f. Cancelled
Services Tax Limited Services Tax Government of July 01,
(West Bengal) Act, 2017 West Bengal 2017
4. Certificate of Arc 192036976566 The West WB Central September Valid
Enrolment of Insulation & Bengal State Unit-VII, 11, 2015 Until
Profession Tax Insulators Tax on Baruipur, Cancelled
(West Bengal) Limited Professions, Directorate of
Trades, Commercial
Calling and Taxes,
Employment Government of
Act, 1979 West Bengal
5. Certificate of Arc 191010989427 The West WB Central Issued on Valid
Registration of Insulation & Bengal State Unit-VII, July 04, Until
Profession Tax Insulators Tax on Baruipur, 2024 Cancelled
(West Bengal) Limited Professions, Directorate of w.e.f.
Trades, Commercial April 01,
Calling and Taxes, 2021
Employment Government of
Act, 1979 West Bengal
Note:
* The above-mentioned approvals are in the previous name of the Company i.e., Arc Insulation and Insulators Private Limited. The
Company is in the process of name change from Arc Insulation and Insulators Private Limited to Arc Insulation and Insulators
Limited for these approvals.
246IV. BUSINESS OPERATIONS RELATED APPROVALS
Sr. Description Registration Applicable Authority Date of Date of
No number laws Certificat Expiry
e
1. Udyam Registration UDYAM- MSME Ministry of Micro January Valid
Certificate WB- Development Small & Medium 27, 2021 Until
18-0003086 Act, 2006 Enterprises, Cancelled
Government of
India
2. Legal Entity Identifier 335800TC5D RBI Guidelines RBI September September
Certification E7G4QIW90 25, 2024 25, 2025
3. Certificate of Importer- 0209004533 The Foreign Director General Issued on Valid
Exporter Trade of Foreign Trade, June 08, Until
Code (IEC) (Development Ministry of 2009 Cancelled
and Regulation) Commerce and Last
Act, 1992 Industry, modified
Government of on March
India 10, 2025
4. Registration and Licence 0261/TP(S)/ Factories Act, Directorate of November December
to work a Factory at Sanju X 1948 Factories, Labour 19, 2024 31, 2027
Mahashatla Main Road, /2024/24258/ Department,
Ramdevpur, Po-Bawali 19 Government of
Bishnupur 2, Parganas West Bengal
South, Bishnupur, West
Bengal, India, 743384*
5. Consent to Operate the CO120133 Section 25 and West Bengal June 22, August
Factory at Sanju 26 of the Water Pollution Control 2022 31, 2026
Mahashatla Main Road, (prevention and Board
Ramdevpur, Po-Bawali control of
Bishnupur 2, Parganas pollution) Act,
South, Bishnupur, West 1974, Section
Bengal, India, 743384* 21 of the Air
(Prevention and
control of
Pollution) Act,
1981
6. Certificate of Stability of BC/ARCI & Factory Rules B. Chowdhury November Valid
Factory or Part of Factory IL/CS/11/24- Act, 1958 B.M.E. (JU), 21, 2024 Until
25/001 Chartered Cancelled
Engineer,
A.M.I.E.
7. Permission under Consumer Electricity Act, West Bengal State Bill Date Valid
Electricity Act/ Load ID: 2003 Electricity July 01, Until
Sanction of 150KVA 941170000 Distribution 2025 Cancelled
Company Limited
8. Registration under Legal Metrology (Packaged Commodities)
I Weights and WB/16/0080/ Legal Office of the November November
Measurement 2024/001023 Metrology Act, Controller Legal 22, 2024 22, 2025
Certificates- 2009
Metrology,
Non-Automatic Weighing
Government of
Instruments - Electronic
West Bengal
Serial Number: STL-14-
27Medium III
CITIZEN WEIGHING
SYSTEMS
Portable Single Interval
II Weights and WB/16/0080/ Legal Office of the November November
Measurement 2024/001030 Metrology Act, Controller Legal 22, 2024 22, 2025
Certificates- 2009 Metrology,
247Sr. Description Registration Applicable Authority Date of Date of
No number laws Certificat Expiry
e
Non-Automatic Weighing Government of
Instruments - Electronic West Bengal
Serial Number: QF30171
Medium III
SATWIK SCALE
INDUSTRIES
Portable Single Interval
III Weights and WB/16/0080/ Legal Office of the November November
Measurement 2024/001024 Metrology Act, Controller Legal 22, 2024 22, 2025
Certificates- 2009 Metrology,
Non-Automatic Weighing Government of
Instruments - Electronic West Bengal
Serial Number:
E606211637
High II
ACZET PVT LTD
Portable Single Interval
IV Weights and WB/16/0080/ Legal Office of the November November
Measurement 2024/001031 Metrology Act, Controller Legal 22, 2024 22, 2025
Certificates- 2009 Metrology,
Non-Automatic Weighing Government of
Instruments - Electronic West Bengal
Serial Number: 20221812
Medium III
RAJLAXMI
INDUSTRIES
Portable Single Interval
V Weighs and Measurement WB/16/0080/ Legal Office of the November November
Certificates- 2024/001028 Metrology Act, Controller Legal 22, 2024 22, 2025
Non-Automatic Weighing 2009 Metrology,
Instruments- Electronic Government of
West Bengal
Serial Number: 173445
Medium III
K STAR WEIGHING
Portable Multi Interval
VI Weights and WB/16/0080/ Legal Office of the November November
Measurement 2024/001026 Metrology Act, Controller Legal 22, 2024 22, 2025
Certificates- 2009 Metrology,
Non-Automatic Weighing Government of
Instruments - Electronic West Bengal
Serial Number: 4358/15
Medium III
VISHWAKARMA
SCALE CO
Portable Multi Interval
VII Weights and WB/16/0080/ Legal Office of the November November
Measurement 2024/001027 Metrology Act, Controller Legal 22, 2024 22, 2025
Certificates- 2009 Metrolog,
Non-Automatic Weighing Government of
Instruments - Electronic West Bengal
Serial Number: 4162/15
Medium III
VISHWAKARMA
SCALE CO
248Sr. Description Registration Applicable Authority Date of Date of
No number laws Certificat Expiry
e
Portable Multi Interval
VII Weights and WB/16/0080/ Legal Office of the November November
I Measurement 2024/001029 Metrology Act, Controller Legal 22, 2024 22, 2025
Certificates- 2009 Metrology,
Non-Automatic Weighing Government of
Instruments - Electronic West Bengal
Serial Number: 3736/B
Medium III
BHUPATRAI MANILAL
GROUP (BMG BRAND)
Portable Multi Interval
IX Weights and WB/16/0080/ Legal Office of the November November
Measurement 2024/001025 Metrology Act, Controller Legal 22, 2024 22, 2025
Certificates- 2009 Metrology,
Non-Automatic Weighing Government of
Instruments - Electronic West Bengal
Serial Number: 5385/15
Medium III
VISHWAKARMA
SCALE CO
Portable Multi Interval
Note:-
* All above-mentioned approvals are in the previous name of the Company i.e., Arc Insulation and Insulators Private Limited. The
Company is in the process of name change from Arc Insulation and Insulators Private Limited to Arc Insulation and Insulators
Limited for all the approvals.
V. LABOUR LAW RELATED APPROVALS
Sr. No Description Registration Applicable Authority Date of Date of
number laws Certificate Expiry
1. Registration WBCAL00 Employees Employees Verified from Valid until
under 60939000 (Provident Fund Provident EPFO portal Cancelled
Employees and Fund
Provident Miscellaneous Organisation
Funds Provisions) Act,
1952
2. Employees 41000295 Employees’ Employees Verified from Valid until
State Insurance 020000910 State Insurance State ESI portal Cancelled
Registration* Act, 1948 Insurance
Corporation
3. Labour 1231340163 Labour Laws Ministry of Verified from Valid until
Identification Labour and EPFO portal Cancelled
Number (LIN) Employment
Certification
Note:
* All above-mentioned approvals are in the previous name of the Company i.e., Arc Insulation and Insulators Private Limited. The
Company is in the process of name change from Arc Insulation and Insulators Private Limited to Arc Insulation and Insulators
Limited for all the approvals.
249VI. QUALITY CERTIFICATIONS
Sr. Nature of Registration Certificate Issuing Date of Date of
No No. Authority Issue Expiry
1. Certificate for Quality Management System of UCSPL80 Universal November November
the Company under ISO 9001:2015 with the 24I02721 Certification 08, 2024 07, 2027
following scope: Services
“Manufacture and Supply of FRP/Fiber Glass Private Limited
Reinforcement Composite Plastic and Allied
Products”
VII. APPROVALS OBTAINED IN RELATION TO INTELLECTUAL PROPERTY RIGHT (IPR)
As on the date of the RHP, the Company does not have any IPR registered in its name. However, it has applied for
registration, details of which are provided in Section IX(b) below.
VIII. THE DETAILS OF DOMAIN NAME REGISTERED ON THE NAME OF THE COMPANY
Sr. Domain Name Name of Registrar/ IANA ID Creation Date Expiry Date
No.
1. arcinsulations.com PDT Ltd/303 November 21, 2002 November 25, 2025
IX. APPROVALS OR LICENCES APPLIED BUT NOT RECEIVED
a. The following licenses pertaining to Tax Approvals, Business Approvals, and Labour-related Approvals have
been applied for but are yet to be received:
Sr. Description Application Name Application/ Applicable Authority Date of
No. Registration laws Application
number
1. Tax Deduction Arc Insulation & CALA1 Income Tax Income Tax November 08,
Account Number Insulators Private 1925E Act, 1961 Department, 2024
(TAN) Limited Government of
India
2 NOC from Fire Currently in the WBFL/5958/ Section 12, Fire License March 22,
Department name of “ARC 2018 West Bengal Section, 2024
Insulation & Fire Services Government of
Insulators Private Act, 1950 West Bengal
Limited”, applied
for name change to
“ARC Insulation &
Insulators Limited”
3 Consent to Arc Insulation & CO120133 Section 25 and West Bengal February 13,
Operate the Insulators Private 26 of the Pollution Control 2025
Factory at Sanju Limited Water Board
Mahashatla Main (prevention
Road, and control of
Ramdevpur, Po- pollution) Act,
Bawali 1974, Section
Bishnupur 2, 21 of the Air
Parganas South, (Prevention
Bishnupur, West and control of
Bengal, India, Pollution) Act,
743384 1981
4 Employee’ State Arc Insulation & 410002950 Employees’ Employees’ State June 20, 2025
Insurance Insulators Private 20000910 State Insurance
Registration Limited Insurance Act, Corporation
1948
250b. The following Intellectual Property Rights (IPR) licenses have been applied for but are yet to be received:
Sr. Description Application is Mark/Label Registration Class* Date of Status
No. in the name of Number/ Application
Application
Number
11. Registration Arc Insulation 17 September Formalities
for Trade Mark & Insulators 6622120 13, 2024 Check
Limited Pass
12. Registration Arc Insulation 17# January 13, Formalities
for Trade Mark & Insulators 2025 Check
6803866
Limited Pass
13. Registration Arc Insulation 19# January 13, Formalities
for Trade Mark & Insulators 2025 Check
Limited 6803867 Pass
14. Registration Arc Insulation 35# January 13, Formalities
for Trade Mark & Insulators 6803868 2025 Check
Limited Pass
15. Registration Arc Insulation 17# January 13, Formalities
for Trade Mark & Insulators 6803869 2025 Check
Limited Pass
16. Registration Arc Insulation 19# January 13, Formalities
for Trade Mark & Insulators 6803870 2025 Check
Limited Pass
17. Registration Arc Insulation 35# January 13, Formalities
for Trade Mark & Insulators 6803871 2025 Check
Limited Pass
18. Registration Arc Insulation 17# January 13, Formalities
for Trade Mark & Insulators 2025 Check
Limited 6803872 Pass
19. Registration Arc Insulation 19# January 13, Formalities
for Trade Mark & Insulators 2025 Check
6803873
Limited Pass
20. Registration Arc Insulation 6803874 35# January 13, Formalities
for Trade Mark & Insulators 2025 Check
Limited Pass
Note:
*Applicable laws for above trade-marks: Trade Marks Act, 1999.
*Issuing Authority: Trade Mark Registry Mumbai.
# The trademark registration application was filed on January 13, 2025; however, the date on current status displayed on
the trademark portal shows as January 14, 2025.
X. APPROVALS OR LICENCES YET TO BE APPLIED
Sr. Description Application Application/ Applicable Authority Date of Date of
No. Name Registration laws Certificate Expiry
number
1. Registration and Arc 0261/TP(S)/X/2 Factories Directorate of November December
Licence to work a Insulation & 024/24258/19 Act, 1948 Factories, 19, 2024 31, 2027
Factory at Sanju Insulators Labour
Mahashatla Main Private Department,
Road, Ramdevpur, Limited Government
Po-Bawali of West
Bishnupur 2, Bengal
251Parganas South,
Bishnupur, West
Bengal, India,
743384*
Note:-
*The company will apply for a name change from 'Arc Insulation and Insulators Private Limited' to 'Arc Insulation and Insulators
Limited' after receiving the Consent to Operate – Name Change approval.
252OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE OFFER
The Board of Directors, pursuant to a resolution passed at their meeting held on September 21, 2024 authorized the Offer,
subject to the approval of the shareholders of our Company under Section 62(1)(c) of the Companies Act, 2013, and such
other authorities as may be necessary. The shareholders of our Company have, pursuant to a special resolution passed
under Section 62(1)(c) of the Companies Act, 2013 at an Extra-Ordinary General Meeting held on September 23, 2024
authorized the Offer.
The Selling Shareholder has confirmed and authorized his participation in the Offer for Sale in relation to the Offered
Shares, as set out below:
Equity Shares of face
Name of the Date of Equity Shares of face
value of ₹ 10 each
Selling Type Authorization value of ₹ 10 each held
offered by way of Offer
Shareholder Letter as of date of the RHP
for Sale
Mr. Manish Bajoria Promoter July 17, 2025 36,95,280 2,50,000
The Draft Red Herring Prospectus has been approved by our Board pursuant to a resolution dated January 20, 2025.
The Red Herring Prospectus has been approved by our Board pursuant to a resolution dated August 16, 2025.
The Prospectus has been approved by our Board pursuant to a resolution dated [●]
In-principle Approval:
Our Company has obtained In-Principle approval from the Emerge Platform of National Stock Exchange of India Limited
(“NSE Emerge”) for using its name in the Offer Documents pursuant to an approval letter dated June 02, 2025 from
Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”). Emerge Platform of National Stock
Exchange of India Limited (“NSE Emerge”) is the Designated Stock Exchange.
PROHIBITION BY SEBI OR OTHER GOVERNMENTAL AUTHORITIES
We confirm that our Company, Promoters, Promoter Group, Selling Shareholder and Directors have not been declared as
wilful defaulter(s) or fraudulent borrowers by the RBI or any other governmental authority. Further, there has been no
violation of any securities law committed by any of them in the past and no such proceedings are currently pending against
any of them.
We confirm that our Company, Promoters, Promoter Group or Directors have not been prohibited from accessing or
operating in the capital markets under any order or direction passed by SEBI or any other regulatory or Governmental
Authority.
• Neither our Company, nor Promoters, nor Promoter Group, nor any of our Directors or persons in control of our
Company are / were associated as promoters, directors or persons in control of any other Company which is debarred
from accessing or operating in the capital markets under any order or directions made by the SEBI or any other
regulatory or Governmental Authorities.
• None of our Directors are associated with the securities market and there has been no action taken by the SEBI
against the Directors or any other entity with which our Directors are associated as Promoters or Director.
• Neither our Promoters, nor Promoter Group, nor any of our Directors is declared as Fugitive Economic Offender.
• Neither our Company, nor our Promoters, nor Promoter Group nor our Directors, are Willful Defaulters or fraudulent
borrowers.
• The Selling Shareholder confirms that she has not been prohibited from accessing the capital market or debarred
from buying, selling or dealing in securities under any order or direction passed by SEBI or any securities market
regulator in any other jurisdiction or any other authority/court. Further, there have not been any regulatory actions
initiated against the Selling Shareholder by SEBI, RBI or any overseas regulator.
PROHIBITION BY RBI
253Neither our Company, nor Promoters, nor Promoter Group, nor any of our Directors or the person(s) in control of our
Company have been identified as a wilful defaulter or fraudulent borrowers by the RBI or other governmental authority
and there has been no violation of any securities law committed by any of them in the past and no such proceedings are
pending against any of them except as details provided under chapter titled “Outstanding Litigations and Material
Developments” beginning on page 239 of this Red Herring Prospectus.
Neither our Company, our Promoters, our Directors, Group companies, relatives (as per Companies Act, 2013) of
Promoters or the person(s) in control of our Company have been identified as wilful defaulters or a fraudulent borrower
as defined by the SEBI ICDR Regulations, 2018.
COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018
Our Company, Selling Shareholder, our Promoters and the members of the Promoter Group are in compliance with the
Companies (Significant Beneficial Ownership) Rules, 2018 (“SBO Rules”), to the extent applicable, as on the date of this
Red Herring Prospectus.
DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET
None of our Directors are associated with the Securities Market in any manner and no action has been initiated against
these entities by SEBI at any time except as stated under the chapters titled “Outstanding Litigations and Material
Developments” beginning on page 239 respectively, of this Red Herring Prospectus.
ELIGIBILITY FOR THE OFFER
Our Company is an “unlisted issuer” in terms of the SEBI (ICDR) Regulations, 2018 and this Offer is an “Initial Public
Offer” in terms of the SEBI (ICDR) Regulations, 2018.
Our Company is eligible in terms of Regulation 228, 229(1) and 230 of SEBI (ICDR) Regulations, 2018 and other
provisions of Chapter IX of the SEBI (ICDR) Regulations, 2018, Our Company is eligible for the Offer in accordance
with Regulation 229(2) of the SEBI (ICDR) Regulations, 2018 and other provisions of Chapter IX of the SEBI (ICDR)
Regulations, 2018, as we are an Issuer whose post issue paid up capital is more than ten crore rupees and upto twenty five
crores and we may hence, Issue Equity Shares to the public and propose to list the same on the Small and Medium
Enterprise Exchange (in this case being the Emerge Platform of National Stock Exchange of India Limited) (“NSE
Emerge”).
Selling Shareholder has confirmed that he has held his portion of offered shares for a period of at least one year prior to
the date of filing of this Red Herring Prospectus and that it is in compliance with the SEBI ICDR Regulations and are
eligible for being offered in the Offer for sale.
We confirm that:
In accordance with Regulation 260 of the SEBI (ICDR) Regulations, 2018, this Offer is 100% underwritten and that the
Book Running Lead Manager to the Offer shall underwrite minimum 15% of the total issue size. For further details
pertaining to said underwriting please refer to chapter titled “General Information-Underwriting” beginning on page 75
of this Red Herring Prospectus.
In accordance with Regulation 261(1) of the SEBI (ICDR) Regulations, 2018, we hereby confirm that we will enter into
an agreement with the Book Running Lead Manager and a Market Maker to ensure compulsory Market Making for a
minimum period of three years from the date of listing of Equity Shares in this Offer on the Emerge Platform of National
Stock Exchange of India Limited (“NSE Emerge”). For further details of the arrangement of market making please refer
to chapter titled “General Information” beginning on page 75 and details of the Market Making Arrangements for this
please refer to chapter titled “The Offer” beginning on page 70 of this Red Herring Prospectus.
In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, 2018, we shall ensure that the total number of
proposed Allottees in the Offer shall be greater than or equal to two hundred (200), otherwise, the entire application
money will be refunded forthwith. If such money is not repaid within eight working days from the date our Company
becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of eight working days,
be liable to repay such application money, with an interest at the rate as prescribed under SEBI (ICDR) Regulations 2018,
the Companies Act, 2013 and applicable laws. Further, in accordance with Section 40 of the Companies Act, 2013, the
Company and each officer in default may be punishable with fine and / or imprisonment in such a case.
In terms of Regulation 246(5) of the SEBI (ICDR) Regulations, we shall ensure that our Book Running Lead Manager
submits a copy of the Prospectus along with a Due Diligence Certificate including additional confirmations as required
254to SEBI at the time of filing the Prospectus with Stock Exchange and the Registrar of Companies. Further, in terms of
Regulation 246(2), SEBI shall not issue observation on the Prospectus.
In accordance with Regulation 228(a) of the SEBI (ICDR) Regulations, our Company, its promoters, promoter group or
directors or selling shareholders are not debarred from accessing the capital markets by the Board;
In accordance with Regulation 228(b) of the SEBI (ICDR) Regulations, the companies with which our promoters or
directors are associated as a promoter or director are not debarred from accessing the capital markets by the Board;
In accordance with Regulation 228(c) of the SEBI (ICDR) Regulations, Neither the issuer nor any of its promoters or
directors is a wilful defaulter or a fraudulent borrower.
In accordance with Regulation 228(d) of the SEBI (ICDR) Regulations, None of the Issuer’s promoters or directors is a
fugitive economic offender.
In accordance with Regulation 230(1)(a) of the SEBI (ICDR) Regulations, Application is being made to National Stock
Exchange of India Limited and National Stock Exchange of India Limited is the Designated Stock Exchange.
In accordance with Regulation 230(1)(b) of the SEBI (ICDR) Regulations, the Company has entered into agreement with
depositories for dematerialisation of specified securities already issued and proposed to be issued.
In accordance with Regulation 230(1)(c) of the SEBI (ICDR) Regulations, all the present Equity share Capital fully Paid-
up.
In accordance with Regulation 230(1)(d) of the SEBI (ICDR) Regulations, all the specified securities held by the
promoters are already in dematerialised form.
As per Regulation 229(3) of the SEBI (ICDR) Regulations, 2018, our Company satisfies track record and / or other
eligibility conditions of Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”) in accordance
with the Restated Financial Statements, prepared in accordance with the Companies Act, 2013 and restated in accordance
with the SEBI ICDR Regulations as below:
1. Our Company was incorporated on September 10, 2008 with the Deputy Registrar of Companies, West Bengal,
under the Companies Act, 1956 in India.
2. To carry on the business as manufacturer, producer, processor, inventors, converter, importer, exporter, trader,
buyer, seller, retailer, wholesaler, supplier, stockiest, agent, sub-agent, merchant, distributor, assembler jobber of or
otherwise deal in all kinds of Glass Fiber Reinforce Polymer/Fiber Reinforce Polymers composite Products
including but not limited to FRP/GFRP Structural Profiles, FRP Deck, FRP Handrail, FRP Fencing, GFRP Ladder,
Cable Clamps, FRP Canopy, FRP Stairs/Crossovers, FRP Cross Arm, FRP/GFRP Pultruded Gratings, FRP/GFRP
Moulded Gratings, GFRP/FRP pipes, GFRP/FRP Pole, GFRP/FRP Tank reinforced plastic rods, fiber reinforced
plastic rods, rigid fiber reinforced plastic rods and long splice free plastic reinforced rods and to provide innovative
GFRP solutions for various applications in the construction, infrastructure, chemical processing, and other industrial
sectors and also supplies of optical fiber cable, power cables, telecom equipment, fiber reinforced insulation tubes,
fiber reinforced polymer such as roofing sheets, fiber glass roofs and prefabricated shelters., FRP tanks, industrial
tanks, fiber reinforced plastic tanks and industrial fiber reinforced plastic tanks, fiber reinforced plastic cable trays,
channel type cable trays, FRP cable trays, perforated cable trays and perforated channel type cable trays.
3. The Paid-up Capital of the Company is ₹ 725.24 Lakh comprising 72,52,380 Equity shares.
4. The Post Issue Paid up Capital (Face Value) of the company will be ₹ [●] comprising [●] Equity Shares. So, the
company has fulfilled the criteria of Post Offer Paid up Capital shall be less than or equal to ten crore rupees.
5. The Company confirms that it has operating profits (earnings before interest, depreciation and tax) from operations
for at least 3 financial years preceding the application is more than 1 crore and its net-worth as on March 31, 2025
is positive:
(₹ in Lakhs)
Particulars For Financial Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Networth(1) 2,522.18 1,245.28 634.88
Operating Profit (EBITDA) (2) 1,250.30 905.23 428.93
(1) Networth has been computed as defined under Regulation 2(1)(hh)of the SEBI ICDR Regulations as 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
255of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets,
write-back of depreciation and amalgamation.
(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs - Other Income.
6. The Issuer has positive Free cash flow to Equity (FCFE) for at least 2 out of 3 financial years preceding the
application, as given below:
(₹ In Lakhs)
Particulars For the Financial Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Net Cash flow from Operations 33.55 907.05 99.06
Less- Purchase of Fixed Assets (net of (753.01) (200.23) (147.93)
sale proceeds of Fixed Assets)
Add- Net Total Borrowings (net of 319.01 (252.21) 120.66
repayment)
Less- Finance Cost x (1-T) (26.26) (27.28) (33.44)
Free cash flow to Equity (FCFE) (426.72) 427.32 38.89
7. Our Company has facilitated trading in demat securities and has entered into an agreement with both the
depositories. Our Company has entered into an agreement with Central Depositary Services Limited (CDSL) dated
July 15, 2024 and National Securities Depository Limited (NSDL) dated June 25, 2024 for dematerialization of its
Equity Shares already issued and proposed to be issued.
8. The Company has not been referred to Board for Industrial and Financial Reconstruction.
9. Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency and
Bankruptcy Code, 2016.
10. None of the Directors of our Company have been categorized as a Wilful Defaulter or fraudulent borrowers.
11. There is no winding up petition against the Company, which has been admitted by a court of competent jurisdiction
or liquidator has not been appointed.
12. No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in the
past three years against the Company.
13. There has been no significant change in the promoter(s) of the Company in the one year preceding the date of filing
application to Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”).
14. The Company has a website: www.arcinsulations.com.
15. No Offer Documents filed with the Exchange of the Book Running Lead Manager has been returned in
the past 6 months from the date of application.
16. Neither our Company nor our Promoters, Selling Shareholder, members of our Promoter Group or our
Directors are debarred from accessing the capital markets by the SEBI.
17. The Company confirms that offer for sale (OFS) by selling shareholders in SME IPO shall not exceed 20% of the
total issue size and selling shareholders will not sell more than 50% of their holding.
We further confirm that we shall be complying with all other requirements as laid down for such Issue under Chapter IX
of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and
the Stock Exchange.
We further confirm that we comply with all the above requirements / conditions so as to be eligible to be listed on the
Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”).
COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI (ICDR) REGULATIONS, 2018
256Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI (ICDR) Regulations,
2018. No exemption from eligibility norms has been sought under Regulation 300 of the SEBI (ICDR) Regulations, 2018,
with respect to the Offer.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE
SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE BOOK RUNNING
LEAD MANAGER, GRETEX CORPORATE SERVICES LIMITED HAS CERTIFIED THAT THE
DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018. IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED
OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER, GRETEX
CORPORATE SERVICES LIMITED IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT
THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS
THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED AUGUST 13, 2025. THE FILING OF THIS RED HERRING PROSPECTUS DOES
NOT, HOWEVER, ABSOLVE OUR COMPANY FROM ANY LIABILITIES UNDER SECTION 34, SECTION
35, SECTION 36 AND SECTION 38 (1) OF THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY AND / OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY
POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER ANY IRREGULARITIES OR LAPSES
IN THE OFFER DOCUMENTS / OFFER DOCUMENTS.
Note:
The filing of this Red Herring Prospectus does not, however, absolve our Company from any liabilities under sections
34, 35 and 36(1) of the Companies Act, 2013 or from the requirement of obtaining such statutory and 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 Manager any irregularities or lapses in this Red Herring Prospectus.
All legal requirements pertaining to the Offer will be complied with at the time of registration of the Prospectus with the
Registrar of Companies, Kolkata in terms of Section 26, 28 & 32 of the Companies Act, 2013.
DISCLAIMER STATEMENT FROM OUR COMPANY, SELLING SHAREHOLDER AND THE BOOK
RUNNING LEAD MANAGER
Our Company, the Selling Shareholder and the Book Running Lead Manager accept no responsibility for statements made
otherwise than those contained in this Red Herring Prospectus or, in case of the Company, in any advertisements or any
other material issued by or at our Company’s instance and anyone placing reliance on any other source of information
would be doing so at his or her own risk. The Book Running Lead Manager accept no responsibility, save to the limited
extent as provided in the agreement entered between the Book Running Lead Manager (Gretex Corporate Services
Limited), our Company and the Selling Shareholder on January 07, 2025 and addendum agreement dated July 17, 2025
and the Underwriting Agreement dated January 07, 2025 and addendum agreement dated July 17, 2025 entered into
between the Underwriters, Selling Shareholder and our Company and the Market Making Agreement dated January 07,
2025 and revised agreement dated August 13, 2025 entered into among the Market Maker and our Company. All
information shall be made available by our Company, Selling Shareholder and the Book Running Lead Manager to the
public and investors at large and no selective or additional information would be available for a section of the investors
in any manner whatsoever including at road show presentations, in research or sales reports, at collection centres or
elsewhere. The Book Running Lead Manager and their respective associates and affiliates may engage in transactions
with, and perform services for, our Company, our Promoter Group, or our affiliates or associates in the ordinary course
of business and have engaged, or may in future engage, in commercial banking and investment banking transactions with
our Company, our Promoter Group, and our affiliates or associates, for which they have received and may in future
receive compensation.
257Note: Investors who apply in the Offer will be required to confirm and will be deemed to have represented to our Company
and the Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will
not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable
laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the
Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or
liability for advising any investor on whether such investor is eligible to acquire the Equity Shares in the Offer.
CAUTION
Investors who apply in the Offer will be required to confirm and will be deemed to have represented to our Company and
the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not
Offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws,
rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters
and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for
advising any investor on whether such investor is eligible to acquire the Equity Shares in the Offer.
PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE BOOK
RUNNING LEAD MANAGER
Sr. Issuer Name Offer Offer Listing Date Openi + / -% + / -% + / -%
No. size price ng change in change in change in
(Cr) (In ₹) Price closing closing closing
on price, [+ / - price, [+ / - price, [+ / -
Listin % change % change % change
g Date in Closing in Closing in Closing
benchmar benchmar benchmar
k] 30th k] 90th k] 180th
calendar calendar calendar
days from days from days from
listing listing listing
Main Board
1. Akme Fintrade 132.00 120.00 June 26, 2024 127.00 -11.82, -13.15, -28.58,
(India) Limited [3.38] [7.93] [-0.17]
SME Platform
1. Owais Metal and 42.69 87.00 March 04, 2024 250.00 100.76, 361.20, 408.55,
Mineral Processing [0.13] [0.56] [12.26]
Limited
2. Associated Coaters 5.11 121.00 June 06, 2024 142.00 51.59, 55.67, 40.10,
Limited [6.56] [9.69] [7.69]
3. Rapid Multimodal 8.49 84.00 August 30, 2024 103.00 -36.12, -44.63, -50.05,
Limited [3.89] [-4.03] [-9.43]
4. Paramount Dye 28.43 117.00 October 08, 2024 109.90 -23.31, -18.73, -47.87
Tec Limited [-3.25] [216.73] [-8.43]
5. Subam Papers 93.70 152.00 October 08, 2024 142.00 -6.57, -11.07, -26.00
Limited [-2.56] [-2.95] [-7.68]
6. Rapid Fleet 43.87 192.00 March 28, 2025 195.00 5.57 -2.89, N.A.
Management [2.21] [7.34]
Services Limited
7. Retaggio Industries 15.50 25.00 April 07, 2025 25.10 -18.25, -19.44, N.A.
Limited [10.4] [14.08]
8. Moving Media 43.40 70.00 July 03, 2025 71.00 3.11 N.A. N.A.
Entertainment [-3.31]
Limited
9. Silky Overseas 30.68 161.00 July 07, 2025 171.00 -24.84 N.A. N.A.
Limited [-3.48]
10. Sellowrap Industries 30.28 83.00 August 01, 2025 90.00 N.A. N.A. N.A.
Limited
Sources: All share price data is from www.bseindia.com and www.nseindia.com.
258Note:
a. The BSE SENSEX and NSE NIFTY are considered as the Benchmark Index.
b. Price on BSE & NSE are considered for all the above calculations.
c. In case 30th, 90th and 180th day is not a trading day, the price / index of the immediately preceding working day
has been considered.
d. In case 30th, 90th and 180th day, scripts are not traded then the share price is taken of the immediately preceding
trading day.
As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum 10
issues (Initial Public Offers) managed by the Lead Manager. Hence, disclosure pertaining to recent 10 issues handled by
the Lead Manager are provided.
SUMMARY STATEMENT OF DISCLOSURE
Financi Total Total No. of IPOs trading No. of IPOs trading No. of IPOs trading No. of IPOs trading
al Year no. of Funds at Discount-30th at Premium-30th at Discount-180th at Premium-180th
IPOs Raise calendar day from calendar day from calendar day from calendar day from
d (‘in listing day listing day listing day listing day
Cr.)
Ove Betwee Les Ove Betwee Les Ove Betwee Les Ove Betwee Les
r n 25- s r n 25- s r n 25- s r n 25- s
50% 50% tha 50% 50% tha 50% 50% tha 50% 50% tha
n n n n
25 25 25 25
% % % %
Main Board
2024- 1 132.00 -- -- 1 -- -- -- -- 1 -- -- -- --
25
SME Platform
2023- 10 300.86 -- 1 3 2 2 2 -- 1 3 6 -- --
24
2024- 5^ 179.61 -- 1 2 1 -- 1 1 -- -- 2 1 --
25
2025- 4^ 119.86 -- -- 2 -- -- 1 -- -- -- -- -- --
26
Upto August 12, 2025
^ The scrip of Rapid Fleet management Services Limited, Retaggio Industries Limited, Moving Media Entertainment Limited and Silky
Overseas Limited have not completed 180 days from the date of listing. The scrip of Sellowrap Industries Limited have not completed
30 days from the date of listing.
DISCLAIMER IN RESPECT OF JURISDICTION
This Offer is being made in India to persons resident in India (including Indian nationals resident in India who are majors,
HUFs, companies, corporate bodies and societies registered under applicable laws in India and authorized to invest in
shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks,
co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are authorized under their
constitution to hold and invest in shares, public financial institutions as specified in Section 2(72) of the Companies Act,
2013, AIFs state industrial development corporations, insurance companies registered with the Insurance Regulatory and
Development Authority, provident funds (subject to applicable law) with a minimum corpus of ₹ 2,500.00 Lakhs and
pension funds with a minimum corpus of ₹ 2,500.00 Lakhs, and permitted non-residents including FIIs, Eligible NRIs,
multilateral and bilateral development financial institutions, FVCIs and eligible foreign investors, insurance funds set up
and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department
of Posts, India provided that they are eligible under all applicable laws and regulations to hold Equity Shares of our
Company. The Red Herring Prospectus does not, however, constitute an invitation to purchase shares offered hereby in
any jurisdiction other than India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.
Any person into whose possession this Red Herring Prospectus comes is required to inform him or herself about, and to
observe, any such restrictions.
Any dispute arising out of this Offer will be subject to jurisdiction of the competent court(s) in Kolkata, West Bengal
only.
259No action has been, or will be, taken to permit a public Issuing in any jurisdiction where action would be required for that
purpose, except that this Red Herring Prospectus has been filed at Emerge Platform of National Stock Exchange of India
Limited (“NSE Emerge”) for its observations and National Stock Exchange of India Limited will give its observations in
due course. Accordingly, the Equity Shares represented hereby may not be Issued or sold, directly or indirectly, and this
Red Herring Prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements
applicable in such jurisdiction. Neither the delivery of this Red Herring Prospectus nor any sale hereunder shall, under
any circumstances, create any implication that there has been no change in the affairs of our Company and the Selling
Shareholders from the date hereof or that the information contained herein is correct as of any time subsequent to this
date.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
Further, each applicant where required agrees that such applicant will not sell or transfer any Equity Shares or create any
economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with applicable laws, legislations and Red Herring
Prospectus in each jurisdiction, including India.
DISCLAIMER CLAUSE OF THE EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA
LIMITED
As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). National Stock Exchange of India Limited has given vide its letter Ref: NSE/LIST/5174 dated June
02, 2025, permission to the Issuer to use the Exchange‘s name in this Offer Document as one of the stock exchanges on
which this Issuer‘s securities are proposed to be listed.
The Exchange has scrutinized offer document for its limited internal purpose of deciding on the matter of granting the
aforesaid permission to this Issuer.
It is to be distinctly understood that the aforesaid permission given by National Stock Exchange of India Limited should
not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does
it warrant that this Issuer‘s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its Promoter, its management or any scheme or project
of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT
The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the
"Securities Act") or any state securities laws in the United States and may not be Issued or sold within the United States
or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the Securities Act), except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly,
the Equity Shares will be Issued and sold outside the United States in compliance with Regulation S of the Securities Act
and the applicable laws of the jurisdiction where those Issues and sales occur.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be issued or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create
any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against
the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with applicable laws and legislations in each
jurisdiction, including India.
FILING
260The Red Herring Prospectus is being filed with Emerge Platform of National Stock Exchange of India Limited (“NSE
Emerge”) Exchange Plaza, C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra, India.
The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Offer Document
in terms of Regulation 246(2) of SEBI (ICDR) Regulations, 2018.
Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018 and SEBI Circular Number
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Red Herring Prospectus / Prospectus will be
filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in
A copy of the Red Herring Prospectus, along with the material contracts and documents referred elsewhere in the
Prospectus, will be delivered for filing to the Registrar of Companies, West Bengal, Kolkata, Nizam Palace, 2nd MSO
Building, 2nd Floor, 234/4, A.J.C.B. Road, Kolkata-700020, West Bengal.
LISTING
An Application have been made to Emerge Platform of National Stock Exchange of India Limited (“NSE Emerge”) for
obtaining permission for listing of the Equity Shares being offered and sold in the Offer on its Emerge Platform of
National Stock Exchange of India Limited (“NSE Emerge”) after the allotment in the Offer. Emerge Platform of National
Stock Exchange of India Limited (“NSE Emerge”) is the Designated Stock Exchange, with which the Basis of Allotment
will be finalized for the Offer.
National Stock Exchange of India Limited will be the Designated Stock Exchange, with which the Basis of Allotment
will be finalized for the Offer. If the permission to deal in and for an official quotation of the Equity Shares on the NSE
Emerge is not granted by NSE, our Company shall forthwith repay, without interest, all moneys received from the
applicants in pursuance of this Red Herring Prospectus. If such money is not repaid within the prescribed time then our
Company becomes liable to repay it, then our Company and every officer in default shall, shall be liable to repay such
application money, with interest, as prescribed under the applicable law. Our Company, Selling Shareholder shall ensure
that all steps for the completion of the necessary formalities for listing and commencement of trading at the NSE Emerge
of National Stock Exchange of India Limited mentioned above are taken within three (3) Working Days of the Offer
Closing Date. If Equity Shares are not Allotted pursuant to the Offer within three (3) Working Days from the Offer
Closing Date or within such timeline as prescribed by the SEBI, our Company shall repay with interest all monies received
from applicants, failing which interest shall be due to be paid to the applicants at the rate of 15% per annum for the
delayed period Subject to applicable law.
The Company has obtained approval from National Stock Exchange of India Limited vide letter dated June 02, 2025 to
use the name of National Stock Exchange of India Limited in this Offer document for listing of equity shares on Emerge
Platform of National Stock Exchange of India Limited (“NSE Emerge”).
IMPERSONATION
Attention of the Applicants is specifically drawn to the provisions of Section 38(1) of the Companies Act, 2013 which is
reproduced below:
Any person who-
• Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
• 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
• 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 to action under Section 447 of the Companies, Act 2013.
CONSENTS
Consents in writing of: (a) The Directors, the Promoters, the Selling Shareholder, the Chief Financial Officer, the
Company Secretary & Compliance Officer, Senior Management Personnel, the Statutory Auditors, Peer Review Auditors,
the Independent Chartered Engineer; and (b) the Book Running Lead Manager, the Registrar to the Offer, the Legal
Advisors to the Offer, Bankers to the Offer, Share Escrow Agent, Syndicate Member, Bankers to the Company, Market
Maker and Underwriters to act in their respective capacities, have been obtained and shall be filed along with a copy of
the Red Hearing Prospectus with the RoC, as required under Section 26, 28 and 32 of the Companies Act, 2013.
261In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, 2018, M/s. Jay Gupta & Associates,
Chartered Accountants, the Peer Review Auditor for the Offer have agreed to provide their written consent to the inclusion
of their respective reports on “Statement of Possible Tax Benefits” relating to the possible tax benefits and restated
financial statements as included in this Red Herring Prospectus in the form and context in which they appear therein and
such consent and reports will not be withdrawn up to the time of delivery of this Red Herring Prospectus.
EXPERT TO THE OFFER
Except as stated below, our Company has not obtained any expert opinions:
• Report of the Statement of Possible of Tax Benefits dated August 06, 2025.
• Report of the Auditor on the Restated Financial Statements of our Company for the financial year ended March 31,
2025, March 31, 2024 and March 31, 2023 dated August 06, 2025.
• Legal Advisor Certificate on litigation matter issued by M/s. Zenith India Lawyers, dated August 06, 2025.
EXPENSES TO THE OFFER
The expenses of this Offer include, among others, underwriting and management fees, printing and distribution expenses,
legal fees, statutory advertisement expenses and listing fees. For details of total expenses of the Offer, refer to chapter
“Objects of the Issue” beginning on page 103 of this Red Herring Prospectus.
DETAILS OF FEES PAYABLE
Fees Payable to the Book Running Lead Manager
The total fees payable to the Book Running Lead Manager will be as per the Mandate Letter issued by our Company to
the Book Running Lead Manager, the copy of which is available for inspection at our Registered Office.
Fees Payable to the Registrar to the Offer
The fees payable to the Registrar to the Offer will be as per the Agreement signed by our Company and the Registrar to
the Offer dated January 07, 2025 and addendum to the Registrar to the offer agreement dated July 17, 2025, a copy of
which is available for inspection at our Registered Office. The Registrar to the Offer will be reimbursed for all out-of-
pocket expenses including cost of stationery, postage, and stamp duty and communication expenses. Adequate funds will
be provided by the Company to the Registrar to the Offer to enable them to send refund orders or allotment advice by
registered post / speed post / under certificate of posting.
Fees Payable to Others
The total fees payable to the Legal Advisor, Auditor and Advertiser, etc. will be as per the terms of their respective
engagement letters if any.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION
The underwriting commission and the selling commission for the Offer are as set out in the Underwriting Agreement
amongst the Company and Underwriters. The underwriting commission shall be paid as set out in the Underwriting
Agreement based on the Offer price and the amount underwritten in the manner mentioned in accordance with Section
40 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rule, 2013.
PREVIOUS RIGHTS AND PUBLIC ISSUES SINCE THE INCORPORATION
We have not made any previous rights and / or public issues since incorporation and are an “Unlisted Issuer” in terms of
the SEBI (ICDR) Regulations, 2018 and this Offer is an “Initial Public Offering” in terms of the SEBI (ICDR)
Regulations, 2018.
CAPITAL ISSUES IN THE LAST THREE (3) YEARS BY LISTED GROUP COMPANIES / SUBSIDIARY /
ASSOCIATES
None of our Group Company / Associates that are listed on any Stock Exchange has made any Capital Issue in the last
three (3) years. We do not have any subsidiary as on date of this Red Herring Prospectus.
262PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH
Except as stated in the chapter titled “Capital Structure” beginning on page 88 of this Red Herring Prospectus, our
Company has not issued any Equity Shares for consideration otherwise than for cash.
COMMISSION AND BROKERAGE ON PREVIOUS ISSUES
Since this is the Initial Public Offer of the Equity Shares by 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 our Equity Shares
since our inception.
PARTICULARS IN REGARD TO OUR COMPANY AND OTHER LISTED COMPANIES UNDER THE SAME
MANAGEMENT WITHIN THE MEANING OF SECTION 370(1B) OF THE COMPANIES ACT, 1956/
SECTION 186 OF THE COMPANIES ACT, 2013 WHICH MADE ANY CAPITAL ISSUE DURING THE LAST
THREE YEARS
None of the equity shares of Companies under same management are listed on any recognized stock exchange. None of
the above companies have raised any capital during the past 3 years.
PROMISE VERSUS PERFORMANCE FOR OUR COMPANY
Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, 2018, and this Offer is an “Initial Public
Offering” in terms of the SEBI (ICDR) Regulations, 2018. Therefore, data regarding promise versus performance is not
applicable to us.
LISTED SUBSIDIARY / PROMOTER
We do not have any listed Subsidiary or Promoter Company as on date of this Red Herring Prospectus.
OPTION TO SUBSCRIBE
a) Investors will get the allotment of specified securities in dematerialization form only.
b) The equity shares, on allotment, shall be traded on stock exchange in Demat segment only.
OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER
INSTRUMENTS ISSUED BY OUR COMPANY
As on the date of this Red Herring Prospectus, our Company has no outstanding debentures, bonds or redeemable
preference shares.
OUTSTANDING CONVERTIBLE INSTRUMENTS:
Our Company does not have any outstanding convertible instruments as on the date of filing this Red Herring Prospectus
PARTLY PAID-UP SHARES
As on the date of this Red Herring Prospectus, there are no partly paid-up Equity Shares of our Company.
STOCK MARKET DATA FOR OUR EQUITY SHARES
Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, 2018, and this Offer is an “Initial Public
Offering” in terms of the SEBI (ICDR) Regulations, 2018. Thus, there is no stock market data available for the Equity
Shares of our Company.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Agreement between the Registrar and Our Company provides for retention of records with the Registrar for a period
of at least three years from the last date of dispatch of the letters of allotment, demat credit and unblocking of funds to
enable the investors to approach the Registrar to this Offer for redressal of their grievances. All grievances relating to this
Offer may be addressed to the Registrar with a copy to the Compliance Officer, giving full details such as the name,
263address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or
collection centre where the application was submitted.
All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name, address of
the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch or the
collection centre of the SCSB where the Application Form was submitted by the ASBA applicants.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company has appointed Maashitla Securities Private Limited as the Registrar to the Offer to handle the investor
grievances in co-ordination with the Compliance Officer of the Company. All grievances relating to the present Offer
may be addressed to the Registrar with a copy to the Compliance Officer, giving full details such as name, address of the
applicant, number of Equity Shares applied for, amount paid on application and name of bank and branch. The Company
would monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.
The Registrar to the Offer will handle investor’s grievances pertaining to the Offer. A fortnightly status report of the
complaints received and redressed by them would be forwarded to the Company. The Company would also be co-
ordinating with the Registrar to the Offer in attending to the grievances to the investor.
All grievances relating to the ASBA process and UPI may be addressed to the SCSBs, giving full details such as name,
address of the Applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of
the SCSB where the Application Form was submitted by the ASBA Applicant. We estimate that the average time required
by us or the Registrar to the Offer or the SCSBs for the redressal of routine investor grievances will be seven (7) business
days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies
are involved, we will seek to redress these complaints as expeditiously as possible.
All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name, address of
the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB
where the Application Form was submitted by the ASBA Applicant. We estimate that the average time required by us or
the Registrar to the Offer or the SCSBs for the redressal of routine investor grievances will be seven business days from
the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, we will seek to redress these complaints as expeditiously as possible.
Our Company will obtain authentication on the SCORES in compliance with the SEBI circular (CIR/OIAE/1/2013) dated
April 17, 2013, SEBI Circular (CIR/OIAE/1/2014) dated December 18, 2014, and SEBI circular
(SEBI/HO/OIAE/IGRD/CIR/P/2021/642) dated October 14, 2021 in relation to redressal of investor grievances through
SCORES. This would enable investors to lodge and follow up their complaints and track the status of redressal of such
complaints from anywhere. For more details, investors are requested to visit the website www.scores.gov.in
We have constituted the Stakeholders Relationship Committee of the Board vide resolution passed at the Board Meeting
held on September 03, 2024. For further details, please refer to the chapter titled “Our Management” beginning on page
191 of this Red Herring Prospectus.
Our Company has appointed Ms. Shraddha Dhacholia as Company Secretary and Compliance Officer and she may be
contacted at the following address:
Ms. Shraddha Dhacholia
Village- Ramdevpur, Po- Bawali, Bishnupur 2, Parganas South, Bishnupur, West Bengal- 743384, India
Contact No.: +91 62937 61075
Email: cs@arcinsulations.com
Website: www.arcinsulations.com
Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any Pre-Offer or Post-
Offer related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective
beneficiary account or unblocking of funds, etc.
Status of Investor Complaints
We confirm that we have not received any investor compliant during the three years preceding the date of this Red
Herring Prospectus and hence there are no pending investor complaints as on the date of this Red Herring Prospectus.
Disposal of Investor Grievances by Listed Companies under the same Management
264None of our Group Companies / Associates / Subsidiary are listed on any Stock Exchange as on the date of filing this
Red Herring Prospectus.
CAPITALISATION OF RESERVES OR PROFITS
Save and except as stated in the chapter titled “Capital Structure” beginning on page 88 of this Red Herring Prospectus,
our Company has not capitalized its reserves or profits during the last five years.
REVALUATION OF ASSETS
Our Company has not revalued its assets since incorporation.
TAX IMPLICATIONS
Investors who are allotted Equity Shares in the Offer will be subject to capital gains tax on any resale of the Equity Shares
at applicable rates, depending on the duration for which the investors have held the Equity Shares prior to such resale and
whether the Equity Shares are sold on the Stock Exchanges. For details, please refer the section titled “Statement of
Possible Tax Benefits” beginning on page 125 of this Red Herring Prospectus.
PURCHASE OF PROPERTY
Other than as disclosed in this Red Herring Prospectus, there is no property which has been purchased or acquired or is
proposed to be purchased or acquired which is to be paid for wholly or partly from the proceeds of the present Offer or
the purchase or acquisition of which has not been completed on the date of this Red Herring Prospectus.
Except as stated elsewhere in this Red Herring Prospectus, our Company has not purchased any property in which the
Promoters and / or Directors have any direct or indirect interest in any payment made there under.
SERVICING BEHAVIOR
There has been no default in payment of statutory dues or of interest or principal in respect of our borrowings or deposits.
PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY
Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of his employment in our Company or superannuation. Except as
disclosed under sections titled "Our Management" and “Related Party Transactions” beginning on pages 191 and 221
respectively of this Red Herring Prospectus none of the beneficiaries of loans and advances and sundry debtors are related
to the Directors of our Company.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI
Our company has not applied or received any exemption from complying with any provisions of securities laws by SEBI.
265SECTION XI: OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being Issued are subject to the provisions of the Companies Act, SCRA, SCRR, SEBI (ICDR)
Regulations, the SEBI Listing Regulations, our Memorandum and Articles of Association, the terms of the Draft Red
Herring Prospectus, Red Herring Prospectus, Prospectus, Application Form, any Confirmation of Allocation Note
(“CAN”), the Revision Form, Allotment advices, and other terms and conditions as may be incorporated in the Allotment
advices and other documents / certificates that may be executed in respect of the Offer. The Equity Shares shall also be
subject to all applicable laws, guidelines, rules, notifications and regulations relating to the Offer of capital, offer for
sale and listing and trading of securities issued from time to time by SEBI, the Government Of India, the Stock Exchange,
the Registrar of Companies, the RBI and / or other authorities, as in force on the date of the Offer and to the extent
applicable or such other conditions as may be prescribed by SEBI, RBI, the Government Of India, the Stock Exchange,
the Registrar of Companies and / or any other authorities while granting its approval for the Offer.
Please note that, in terms of Regulation 256 of the SEBI (ICDR) Regulations 2018 read with SEBI Circular No.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the investors applying in a public offer shall use only
Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account which
will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, SEBI through its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June
28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, (together, the “UPI Circular”) in relation to
clarifications on streamlining the process of public offer of equity shares and convertibles it has proposed to introduce
an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for
listing in a phased manner. Currently, for application by Individual Investors through Designated Intermediaries, the
existing process of physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds is
discontinued and Individual Investors submitting their Application Forms through Designated Intermediaries (other than
SCSBs) can only use the UPI mechanism with existing timeline of T+6 days until March 31, 2020 (“UPI Phase II”).
Further SEBI through its circular no SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 has decided to continue
with the Phase II of the UPI ASBA till further notice. However, due to the outbreak of COVID19 pandemic, UPI Phase
II has been further extended by SEBI until further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated
March 30, 2020. Thereafter, vide SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, Phase
III has been notified, and accordingly the revised timeline of T+3 days (i.e., the time duration from public offer closure
to listing of be 3 Working Days) has been made applicable in two phases i.e., (i) voluntary for all public offers opening
on or after September 1, 2023; and (ii) mandatory on or after December 1, 2023 (“UPI Phase III”). Accordingly, the
Offer will be undertaken pursuant to the processes and procedures under UPI Phase III, subject to any circulars,
clarification or notification issued by the SEBI from time to time. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 and SEBI Circular no. SEBI/HO/CFD/P/CIR/2022/75 dated May 30, 2022 has introduced certain
additional measures for streamlining the process of initial public offers and redressing investor grievances.
Further vide the said circular Registrar to the Offer and Depository Participants have been also authorized to collect the
Application forms. Investor may visit the official website of the concerned for any information on operationalization of
this facility of form collection by the Registrar to the Offer and Depository Participants as and when the same is made
available.
AUTHORITY FOR THE PRESENT OFFER
This Public Offer has been authorized by a resolution of our Board of Directors passed at their meeting held on September
21, 2024 subject to the approval of shareholders through a special resolution to be passed pursuant to Section 62(1)(c) of
the Companies Act, 2013 at the General Meeting. The shareholders have authorized the Offer by a Special Resolution in
accordance with Section 62(1)(c) of the Companies Act, 2013 passed at the Extra Ordinary General Meeting of our
Company held on September 23, 2024. The Offer comprises a Fresh Issue by our Company and an Offer for Sale by the
Selling Shareholder. The fees and expenses relating to the Offer shall be borne by each of our Company and the Selling
Shareholder in the manner agreed to among our Company and the Selling Shareholder and in accordance with applicable
law. For details in relation to the sharing of Offer expenses amongst our Company and the Selling Shareholder, see
“Objects of the Issue” on page 103 of this Red Herring Prospectus.
266RANKING OF EQUITY SHARES
The Equity Shares being issued shall be subject to the provisions of the Companies Act, and our Memorandum
of Association and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares of our
Company including rights in respect of dividends and other corporate benefits, if any, declared by us after the date of
Allotment. The Allottees, upon Allotment of Equity Shares under this Offer, will be entitled to receive dividends and
other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, please refer to
section titled, ‘Main Provisions of Article of Association’, beginning on page 316 of this Red Herring Prospectus.
MODE OF PAYMENT OF DIVIDEND
The declaration and payment of dividend will be as per the provisions of Companies Act, 2013, Article of Association,
the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 any other rules, regulations
or guidelines as may be issued by Government of India in connection there to and as per the recommendation by the
Board of Directors and the Shareholders at their discretion and will depend on a number of factors, including but not
limited to earnings, capital requirements and overall financial condition of our Company. We shall pay dividend, in cash
as per the provisions of the Companies Act and our Articles of Association. Further Interim Dividend (if any declared)
will be approved by the Board of Directors. For further details in relation to dividends, please refer to sections titled,
‘Dividend Policy’ and ‘Main Provisions of Article of Association’, beginning on page 220 and 316 respectively, of this
Red Herring Prospectus.
FACE VALUE AND OFFER PRICE
The face value of each Equity Share of our Company is ₹ 10.00 and the Offer Price at the lower end of the Price Band is
₹ 119.00 per Equity Share (“Floor Price”) and at the higher end of the Price Band is ₹ 125.00 per Equity Share (“Cap
Price”). The Anchor Investor Offer Price is ₹ [●] per Equity Share.
The Price Band and the minimum Bid Lot size will be decided by our Company in consultation with the Book Running
Lead Manager, and will be advertised, at least two Working Days prior to the Bid/ Offer Opening Date, in all editions of
Business Standard (a widely circulated English national daily newspaper) and all edition of Business Standard (a widely
circulated Hindi national daily newspaper) and Bengali edition of Arthik Lipi , a Bengali Daily Newspaper (Bengali
being the regional language of Kolkata where our registered office is located) and shall be made available to the Stock
Exchange for the purpose of uploading on its website. 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 website of
the Stock Exchange. The Offer Price shall be determined by our Company, Selling Shareholder and in consultation with
the Book Running Lead Manager, after the Bid / Offer Closing Date, on the basis of assessment of market demand for
the Equity Shares offered by way of Book Building Process.
The Offer Price is determined by our Company in consultation with the Book Running Lead Manager and is justified
under the Section titled, ‘Basis for Offer Price’, beginning on page 120 of this Red Herring Prospectus.
At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to
applicable laws.
COMPLIANCE WITH ICDR REGULATIONS
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, as amended time to time.
COMPLIANCE WITH DISCLOSURE AND ACCOUNTING NORMS
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
RIGHTS OF THE EQUITY SHAREHOLDERS
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Equity Shareholders shall
have the following rights:
• Right to receive dividend, if declared;
• Right to receive annual reports and notices to members;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
267• Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act, 2013;
• Right to receive Issue for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation; subject to any statutory or preferential claims being satisfied;
• Right of free transferability of the Equity Shares, subject to applicable laws, including any RBI rules and
regulations; and
• Such other rights, as may be available to a shareholder of a listed public limited company under the Companies Act,
2013, as may be applicable, terms of the Listing Regulations and the Memorandum of Association and Articles of
Association of our Company.
For further details on the main provision of our Company’s Articles of Association dealing with voting rights, dividend,
forfeiture and lien, transfer and transmission and / or consolidation / splitting, etc., please refer to Section titled, ‘Main
Provisions of the Articles of Association’, beginning on page 316 of this Red Herring Prospectus.
MINIMUM APPLICATION VALUE
In terms of Section 29 of the Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialized form. As
per the existing ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized form for all Applicants.
In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar to
the Issue:
• Tripartite Agreement dated between June 25, 2024 between National Securities Depository Limited, our Company
and Registrar to the Issue; and
• Tripartite Agreement dated July 15, 2024 between Central Depository Services (India) Limited, our Company and
Registrar to the Issue.
The ISIN of the company is INE0YDV01010.
MARKET LOT AND TRADING LOT
Trading of the Equity Shares will happen in the minimum contract size of 1,000 Equity Shares in terms of the SEBI
circular no. CIR/MRD/DSA/06/2012 dated February 21, 2012, and the same may be modified by National Stock
Exchange of India Limited from time to time by giving prior notice to investors at large.
Allocation and allotment of Equity Shares through this Offer will be done in multiples of 1,000 Equity Share subject to a
minimum allotment of 1,000 Equity Shares to the successful Applicants. Further, in accordance with Regulation 267 (2)
of the SEBI ICDR Regulations, our Company shall ensure that the minimum application size shall be two lots provided
that the Minimum Application value shall be above ₹ 2,00,000.
MINIMUM NUMBER OF ALLOTTEES
In accordance with the Regulation 268 of ICDR Regulations, the minimum number of Allottees in this Offer shall be 200
shareholders. In case the minimum number of prospective Allottees is less than 200, no Allotment will be made pursuant
to this Offer and the monies blocked by the SCSBs shall be unblocked within 2 Working Days of closure of Offer.
JOINT HOLDERS
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such
Equity Shares as joint holders with benefits of survivorship.
NOMINATION FACILITY TO INVESTOR
In accordance with Section 72 of the Companies Act, 2013, the First / Sole Applicant, along with other joint Applicant,
may nominate any one person in whom, in the event of the death of Sole Applicant or in case of joint Applicant, death of
all the Applicants, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled
to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 72 of the Companies
Act, 2013, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder
of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed
268manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A
nomination shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer will be entitled to
make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available
on request at the Registered Office of our Company or to the Registrar and Transfer Agents of our Company.
In accordance with Section 72 of the Companies Act, 2013, any Person who becomes a nominee by virtue of this section
shall upon the production of such evidence as may be required by the Board of Directors, elect either:
• to register himself or herself as the holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board of Directors may at any time give notice requiring any nominee to choose either to be registered
himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the
Board of Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the 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
applicant would prevail. If the Applicants require changing the nomination, they are requested to inform their respective
Depository Participant.
WITHDRAWAL OF THE OFFER
Our Company and Selling Shareholder in consultation with the Book Running Lead Manager, reserve the right to not to
proceed with the Fresh Issue and the Selling Shareholder, reserve the right not to proceed with the Offer for Sale, in whole
or in part thereof, to the extent of the Offered Shares, after the Bid/ Offer Opening Date but before the Allotment. In such
an event, our Company would issue a public notice in the newspapers in which the pre-Offer advertisements were
published, within two days of the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing
reasons for not proceeding with the Offer and inform the Stock Exchanges promptly on which the Equity Shares are
proposed to be listed.
The BRLM, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks (in case of UPI Bidders),
to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification
and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be. The notice of
withdrawal will be issued in the same newspapers where the pre-Offer advertisements have appeared, and the Stock
Exchanges will also be informed promptly. In terms of the UPI Circulars, in relation to the Offer, the BRLM will submit
reports of compliance with the applicable listing timelines and activities, identifying non -adherence to timelines and
processes and an analysis of entities responsible for the delay and the reasons associated with it. Further, in case of any
delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding three Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated at a uniform rate of
₹100 per day for the entire duration of delay exceeding three Working Days from the Bid/ Offer Closing Date by the
intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix
the liability on such intermediary or entity responsible for such delay in unblocking.
Notwithstanding the foregoing, this offer is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment, and (ii) the final ROC approval of the Prospectus after it
is filed with the ROC. If our Company withdraws the offer after the offer Closing Date and thereafter determines that it
will proceed with an Offer, our Company shall file a fresh Prospectus.
OFFER PROGRAM
Bid / Offer Opens on Thursday, August 21, 2025 (1)
Bid / Offer Closes on Monday, August 25, 2025 (2)
Finalization of Basis of Allotment with the Designated Stock Exchange On or about Tuesday, August 26,
2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA On or about Thursday, August 28,
Account or UPI ID linked bank account* 2025
Credit of Equity Shares to Demat accounts of Allottees On or about Thursday, August 28,
2025
Commencement of trading of the Equity Shares on the Stock Exchange On or about Friday August 29,
2025
Note:
269(1)Our Company, Selling Shareholder in consultation with the Book Running Lead Manager, may 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 in accordance with the SEBI ICDR Regulations.
(2)Our Company, Selling Shareholder in consultation with the Book Running Lead Manager, 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.
(3)Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI
mandate end time and date shall be at 5:00 pm IST on Bid/ Offer Closing Date, i.e.. August 25, 2025.
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled / withdrawn / deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of ₹
100 per day or 15% per annum of the Application Amount, whichever is higher from the date on which the request for
cancellation / withdrawal / deletion is placed in the Stock Exchanges Applying platform until the date on which the
amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the
UPI Mechanism), the Applicant shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total
cumulative blocked amount except the original application amount, whichever is higher from the date on which such
multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Application
Amount, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in
amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock;
(iv) any delay in unblocking of non-allotted / partially allotted Application, exceeding four Working Days from the Offer
Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Application
Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Offer Closing Date
by the SCSB responsible for causing such delay in unblocking. The post Offer Book Running Lead Manager shall be
liable for compensating the Applicant at a uniform rate of 100 per day or 15% per annum of the Application Amount,
whichever is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts are
unblocked. For the avoidance of doubt, the provisions of the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be deemed to be incorporated in the deemed agreement
of the Company with the SCSBs to the extent applicable.
Note-Our Company, Selling Shareholder in consultation with the Book Running Lead Manager, may 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 in accordance with the SEBI ICDR Regulations.
The above timetable is indicative and does not constitute any obligation on our Company, Selling Shareholder or the
Book Running Lead Manager. Whilst our Company shall ensure that all steps for the completion of the necessary
formalities for the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within
3 Working Days of the Bid / Offer Closing Date, the timetable may change due to various factors, such as extension of
the Bid / Offer Period by our Company, revision of the Price Band or any delays in receiving the final listing and trading
approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion
of the Stock Exchange and in accordance with the applicable laws.
Submission of Application Forms:
Offer period (except the Offer Closing Date)
Submission and Revision of Application Form Only between 10.00 a.m. to 5.00 p.m. IST
Offer Closing Date
Submission and Revision of Application Form Only between 10.00 a.m. to 3.00*# p.m. IST
* Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI mandate end
time and date shall be at 5:00 pm IST on Bid/ Offer Closing Date, i.e. August 25, 2025.
Submission of Bids
a) Bids at Cut-off price shall not permitted for all category of investors.
b) Downward Modification and cancellation shall not be applicable to any of the category of bidding.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post offer timeline for
IPOs. The revised timeline of T+3 days has been made applicable in two phases, i.e., voluntary for all public issues
opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer has been
made under UPI Phase III, subject to the timing of the Offer and any circulars, clarification or notification issued by the
270SEBI from time to time, including with respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,
2023.
The SEBI is in the process of streamlining and reducing the post Offer timeline for initial public offerings. Any circulars
or notifications from the SEBI after the date of the Red Herring Prospectus may result in changes to the abovementioned
timelines. Further, the Offer procedure is subject to change to any revised circulars issued by the SEBI to this effect.
The Book Running Lead Manager will be required to submit reports of compliance with listing timelines and activities,
identifying non- adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons
associated with it.
Due to the limitation of time available for uploading the Bid-Cum-Application Forms on the Bid / Offer Closing Date,
Applicants are advised to submit their applications 1(one) day prior to the Offer Closing Date and, in any case, not later
than 3:00 p.m. (IST) on the Bid / Offer Closing Date. Any time mentioned in this Red Herring Prospectus is IST.
Applicants are cautioned that, in the event a large number of Bid-Cum-Application Forms are received on the Offer
Closing Date, as is typically experienced in public offer, some Bid-Cum-Application Forms may not get uploaded due to
the lack of sufficient time. Such Bid-Cum-Application Forms that cannot be uploaded will not be considered for allocation
under this Offer. Bid-Cum-Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any
public holidays). Neither our Company nor the Book Running Lead Manager is liable for any failure in uploading the
Bid-Cum-Application Forms due to faults in any software / hardware system or otherwise.
In accordance with ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower the
size of their application (in terms of the quantity of the Equity Shares or the Application Amount) at any stage. Individual
Investors can revise or withdraw their Application Forms prior to the Offer Closing Date. Allocation to Individual
Investors, in this Offer will be on a proportionate basis.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Application
Form, for a particular Applicant, the details as per the file received from EMERGE platform of National Stock Exchange
of India Limited may be taken as the final data for the purpose of Allotment. In case of discrepancy in the data entered in
the electronic book vis-à-vis the data contained in the physical or electronic Application Form, for a particular ASBA
Applicant, the Registrar to the Offer shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for
the rectified data.
Our Company, Selling Shareholder in consultation with the Book Running Lead Manager, reserves the right to revise the
Price Band during the Bid / Offer Period. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The
Floor Price shall not be less than the face value of the Equity Shares.
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 a total of 10 Working
Days. In cases of force majeure, banking strike or similar circumstances, our Company in consultation with the Book
Running Lead Manager, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of three
Working Days, subject to the Bid / Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the
revised Bid / Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a
public notice, and also by indicating the change on the respective websites of the Book Running Lead Manager and the
terminals of the Syndicate Members, if any and by intimation to SCSBs, other Designated Intermediaries and the Sponsor
Bank, as applicable. In case of revision of Price Band, the Bid Lot shall remain the same.
MINIMUM SUBSCRIPTION
In accordance with Regulation 260 (1) of ICDR Regulations, this Offer is 100% underwritten, so this Offer is not restricted
to any minimum subscription level.
As per section 39 of the Companies Act, 2013, if the “stated minimum amount” has not been subscribed and the sum
payable on Application is not received within a period of 30 days from the date of Red Herring Prospectus, the Application
Amount has to be returned within such period as may be prescribed.
If our Company does not receive the subscription of 100% of the Offer through this Offer document including
devolvement of Underwriters, our Company shall forthwith unblock the entire subscription amount received.
In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the Company fails to obtain listing or trading permission
from the stock exchanges where the specified securities are proposed to be listed, it shall refund through verifiable means
the entire monies received within four days of receipt of intimation from stock exchange(s) rejecting the application for
271listing of specified securities, and if any such money is not repaid within four days after the issuer becomes liable to repay
it, the issuer and every director of the company who is an officer in default shall, on and from the expiry of the fourth
day, be jointly and severally liable to repay that money with interest at the rate of fifteen per cent per annum.
In accordance with Regulation 260 (1) of the SEBI ICDR Regulations, our Offer shall be hundred percent underwritten.
Thus, the underwriting obligations shall be for the entire hundred percent of the Offer through the Red Herring Prospectus
and shall not be restricted to the minimum subscription level. Further, in accordance with Regulation 267 (2) of the SEBI
ICDR Regulations, our Company shall ensure that the minimum application size shall not be less than two lots per
application provided that the Minimum Application value shall be above ₹ 2,00,000.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be issued or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
The trading of the Equity Shares will happen in the minimum contract size of 1,000 Equity Shares in terms of the SEBI
Circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261(5) of the ICDR
Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where value of such
shareholding is less than the minimum contract size allowed for trading on the EMERGE platform of National Stock
Exchange of India Limited.
APPLICATION BY ELIGIBLE NRIS, FPIS / FIIS REGISTERED WITH SEBI, VCFS REGISTERED WITH
SEBI AND ELIGIBLE QFIS
It is to be understood that there is no reservation for Eligible NRIs or FPIs / FIIs registered with SEBI or VCFs or Eligible
QFIs. Such Eligible NRIs, Eligible QFIs, FIIs registered with SEBI will be treated on the same basis with other categories
for the purpose of allocation.
NRIs, FPIs / FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian
company in a public offer without the prior approval of the RBI, so long as the price of the Equity Shares to be issued is
not less than the price at which the Equity Shares are issued to residents. The transfer of shares between an Indian resident
and a non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee
company are under the automatic route under the foreign direct investment (“FDI”) Policy and the non-resident
shareholding is within the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines
prescribed by the SEBI / RBI.
The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would
be subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a
Person Resident outside India) Regulations, 2000, RBI and / or SEBI regulations as may be applicable to such investors.
The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by
the Government of India / RBI while granting such approvals.
AS PER THE EXTANT POLICY OF THE GOVERNMENT OF INDIA, OCBS CANNOT PARTICIPATE IN
THIS OFFER.
As per the existing regulations, OCBs are not eligible to participate in this Offer. The RBI has however clarified in its
circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under
the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms
of Regulation 5(1) of RBI Notification No. 20/2000-RB dated May 03, 2000 under FDI Scheme with the prior approval
of Government if the investment is through Government Route and with the prior approval of RBI if the investment is
through Automatic Route on case by case basis. OCBs may invest in this Offer provided it obtains a prior approval from
the RBI. On submission of such approval along with the Application Form, the OCB shall be eligible to be considered
for Equity Share allocation.
RESTRICTIONS ON TRANSFER AND TRANSMISSION OF SHARES OR DEBENTURES AND ON THEIR
CONSOLIDATION OR SPLITTING
272Except for lock-in of the pre-offer Equity Shares and Promoters’ minimum contribution in the Offer as detailed in the
Section titled, ‘Capital Structure’, beginning on page 88 of this Red Herring Prospectus, and except as provided in the
Articles of Association of our Company, there are no restrictions on transfer and transmission and on their consolidation
/splitting of Equity Shares. For further details, please refer to the Section titled, ‘Main Provisions of the Articles of
Association’, beginning on page 316 of this Red Herring Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries
about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility
for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead
Manager are not liable to inform the Applicants of any amendments or modifications or changes in applicable laws or
regulations, which may occur after the date of this Red Herring Prospectus. Applicants are advised to make their
independent investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits
under laws or regulations.
NEW FINANCIAL INSTRUMENTS
As on the date of this Red Herring Prospectus, there are no outstanding warrants, new financial instruments or any rights,
which would entitle the shareholders of our Company, including our Promoters, to acquire or receive any Equity Shares
after the Offer.
ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM
As per the provisions of the Depositories Act, 1996 and the regulations made under and Section 29(1) of the Companies
Act, 2013 the Equity Shares to be allotted must be in Dematerialized form i.e. not in the form of physical certificates but
be fungible and be represented by the statement issued through electronic mode.
Further, in accordance with the ICDR Regulations, Allotment of Equity Shares to successful Applicants will only be in
the dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The
Equity Shares on Allotment will be traded only on the dematerialized segment of the Stock Exchange. Hence, the Equity
Shares being offered can be applied for in the dematerialized form only.
MIGRATION TO MAIN BOARD
As per the provisions of the Chapter IX of the SEBI ICDR Regulations, our Company may migrate to the main board of
National Stock Exchange of India Limited from the NSE EMERGE if we fulfil the criteria as per SEBI (ICDR) Regulation
and as per NSE Circular dated March 07, 2024.
A. As per NSE guidelines:
Pursuant to the NSE Circular No. 0680/2025 dated April 24, 2025, our Company may migrate its securities from the
Emerge Platform of National Stock Exchange of India Limited to main board platform of National Stock Exchange of
India Limited if it fulfils the below eligibility criteria:
Parameter Migration policy from NSE Emerge Platform to NSE Main Board
Paid Up Capital & Paid-up equity capital is not less than INR 10 crores;
Market
and
Capitalisation
Average capitalisation shall not be less than INR 100 crores.
For this purpose, capitalisation will be the product of the price (average of the weekly high
and low of the closing prices of the related shares quoted on the stock exchange for 3 months
preceding the application date) and the post issue number of equity shares.
Revenue From
The revenue from operations should be greater than INR 100 Cr in the last financial year;
Operation &
and
EBIDTA
should have positive operating profit from operations for at least 2 out 3 financial years
Listing Period Should have been listed on SME platform of the Exchange for at least 3 years.
Public Shareholders The total number of public shareholders should be at least 500 on the date of application.
Promoter & Promoter and Promoter Group shall be holding at least 20% of the Company at the time
Promoter Group of making application.
Holding
Further, as on date of application for migration the holding of Promoter’s should not be
less than 50% of shares held by them on the date of listing.
273Other Listing • No proceedings have been admitted under Insolvency and Bankruptcy Code against
Conditions Applicant company and promoting company.
• The company has not received any winding up petition admitted by NCLT/IBC.
• The net worth of the company should be at least 75 crores.
• No Material regulatory action in the past 3 years like suspension of trading against the
applicant Company and Promoter by any Exchange.
• No debarment of Company/Promoter, subsidiary Company by SEBI.
• No Disqualification/Debarment of director of the Company by any regulatory authority.
• The applicant company has no pending investor complaints in SCORES
• Cooling period of two months from the date the security has come out of the trade-to-
trade category or any other surveillance action, by other exchanges where the security
has been actively listed.
• No Default in respect of payment of interest and /or principal to the debenture/bond/fixed
deposit holders by the applicant, promoter/ Subsidiary Company.
B. As per ICDR guidelines:
If the Paid up Capital of our Company is likely to increase above ₹2,500 lakhs by virtue of any further issue of capital by
way of rights issue, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal
ballot wherein the votes cast by the shareholders other than the Promoter in favour of the proposal amount to at least
two times the number of votes cast by shareholders other than promoter shareholders against the proposal and for which
the company has obtained in-principal approval from the Main Board), our Company shall apply to National Stock
Exchange of India Limited for listing of its shares on its Main Board subject to the fulfilment of the eligibility criteria for
listing of specified securities laid down by the Main Board.
OR
If the Paid up Capital of our company is more than ₹1,000 lakhs but below ₹2,500 lakhs, our Company may still apply
for migration to the Main Board and if the Company fulfils the eligible criteria for listing laid by the Main Board and if
the same has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders
other than the Promoter in favour of the proposal amount to at least two times the number of votes cast by shareholders
other than promoter shareholders against the proposal.
Any company desiring to migrate to the Main board from the Emerge Platform within three years of listing on Emerge
platform of National Stock Exchange of India Limited has to fulfil following conditions:
i. The increase in post offer face value capital beyond ₹ 25 crore should arise only because of merger/acquisition
or for expansion purposes.
ii. The company should have a minimum turnover of ₹ 100 crore as per last audited financials and market
capitalization of ₹ 100 crore.
iii. The company should have a minimum profit before tax of ₹ 10 crore for two years out of three preceding years.
iv. There should not be any action against the company by any regulatory agency at the time of application for
migration.
For detailed criteria by National Stock Exchange of India Limited for migration to the Main Board, please refer website
of exchange at www.nseindia.com.
MARKET MAKING
The Equity Shares offered through this Offer are proposed to be listed on the Emerge Platform of National Stock
Exchange of India Limited, wherein the Market Makers to this Offer shall ensure compulsory Market Making through
the registered Market Makers of the Emerge platform of National Stock Exchange of India Limited for a minimum period
of 3 years from the date of listing on the Emerge Platform of National Stock Exchange of India Limited.
For further details of the agreement entered into between our Company, the Book Running Lead Manager and the Market
Maker please refer to Section titled, ‘General Information - Details of the Market Making Arrangements for this Offer’,
beginning on page 75 of this Red Herring Prospectus.
274JURISDICTION
Exclusive jurisdiction for the purpose of this Offer is with the competent courts / authorities in Kolkata, West Bengal.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in
the United States, and may not be Issued or sold within the United States to, or for the account or benefit of “U.S. persons”
(as defined in Regulation S), except pursuant to an exemption from or in a transaction not subject to, registration
requirements of the U.S. Securities Act and applicable U.S. state Securities laws. Accordingly, the Equity Shares are only
being Issued or sold outside the United States in compliance with Regulation S under the Securities Act and the applicable
laws of the jurisdictions where those Issues and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be Issued or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
PRE-OFFER ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013 our Company shall, after registering the Red Herring Prospectus with
the Registrar of Companies publish a pre-Offer advertisement, in the form prescribed by the SEBI (ICDR) Regulations,
in one widely circulated English language national daily newspaper; one widely circulated Hindi language national daily
newspaper and one regional newspaper with wide circulation where the Registered Office of our Company is situated.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries
about the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility
for the completeness and accuracy of the information stated hereinabove. Our Company and the Book Running Lead
Manager are not liable to inform the investors of any amendments or modifications or changes in applicable laws and
regulations, which may occur after the date of this Red Herring Prospectus. Applicants are advised to make their
independent investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits
under laws and regulations.
275OFFER STRUCTURE
This Offer is being made in terms of Regulation 229(1) of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended
from time to time, whereby, our Company’s post offer paid up capital is less than or equal to ten crore rupees. Our
Company shall offer equity shares to the public and propose to list the same on the Emerge Platform of National Stock
Exchange of India Limited. For further details regarding the salient features and terms of such this offer, please refer to
chapter titled “Terms of the Offer” and “Offer Procedure” beginning on page 266 and 280 respectively of this Red
Herring Prospectus.
The Offer is of upto 32,95,000* Equity Shares for cash at a price of ₹[●] per Equity Share (including a share premium of
₹[●] per Equity Share) aggregating up to ₹[●] Lakhs comprising a Fresh Issue of upto 30,45,000 Equity Shares
aggregating up to ₹[●] Lakhs and an Offer for Sale of up to 2,50,000 Equity Shares aggregating up to ₹[●] Lakhs by the
Selling Shareholders.
*Subject to finalization of Basis of Allotment
The Offer comprises a reservation of upto 1,65,000 Equity Shares of face value of ₹10.00 each fully paid for cash at price
of ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share) aggregating to ₹ [●] Lakhs for subscription by
the designated Market Maker (Market Maker Reservation Portion) and a Net Offer to Public of upto 31,30,000 Equity
Shares of face value of ₹ 10.00 each fully paid for cash at price of ₹ [●] per Equity Share (including a premium of ₹ [●]
per Equity Share) aggregating to ₹ [●] Lakhs (the Net Issue). The Offer and the Net Offer will constitute [●] % and [●]
% respectively of the Post Offer Paid-up Equity Share Capital of the Company. The Offer is being made through the
Book Building Process.
Particulars of Market QIBs(1) Non-Institutional Individual Investors
the Offer (2) Maker Investors (who applies for
Reservation minimum
Portion application size)
Number of Equity Upto 1,65,000 Not more than Not less than [●] Equity Not less than [●]
Shares available Equity Shares [●] Equity Shares Shares available for Equity Shares
for allocation allocation or Issue less available
allocation to QIB Bidders for allocation or Issue
and Individual Investors . less allocation to QIB
Bidders and Non-
Institutional Investors.
Percentage of Upto 5.01 % of the Not more than 50% Not less than 15% of the Not less than 35% of the
Issue Size Offer Size of the Net Offer Net Offer . Net Offer.
available for being available for
allocation allocation to QIB
Bidders. However,
up to 5% of the Net
QIB Portion will be
available for
allocation
proportionately to
Mutual Funds only.
Mutual Funds
participating in the
Mutual Fund
Portion will also be
eligible for
allocation in the
remaining QIB
Portion. The
unsubscribed
portion in the
Mutual Fund
Portion will be
added to the Net
QIB Portion.
Basis of Firm Allotment Proportionate as Allotment to each Non- Allotment to each
Allotment (3) follows (excluding Institutional Bidder shall Individual Investors
the Anchor Investor not be less than the shall not be less than the
Portion): Minimum NIB minimum Bid lot,
276Application Size, subject subject to availability of
(a) Up to [●] to the availability of Equity Shares in the
Equity Shares shall Equity Shares in the Non- Individual Investors
be available for Institutional Portion, and Portion and the
allocation on the remaining Equity remaining available
a proportionate Shares, if any, shall be Equity Shares is any,
basis to Mutual allotted on a shall be allotted on
Funds only; and proportionate basis as proportionate basis. For
follows: details, see “Issue
Up to [●] Equity Procedure” beginning
Shares shall be (a) one third of the portion on page 280 of this Red
available for available to non- Herring Prospectus.
allocation on institutional investors
a proportionate shall be reserved for
basis to all QIBs, applicants with
including Mutual application size of more
Funds receiving than two lots and up to
allocation as per (a) such lots equivalent to not
above. more than ₹10 lakhs;
Up to 60% of the (b) two third of the
QIB Portion (of up portion available to non-
to [●] Equity institutional investors
Shares may be shall be reserved for
allocated on a applicants with
discretionary basis application size of more
to Anchor Investors than ₹10 lakhs: Provided
of which one-third that the unsubscribed
shall be available portion in either of the
for allocation to subcategories specified in
Mutual Funds only, clauses (a) or (b), may be
subject to valid Bid allocated to applicants in
received from the other sub-category of
Mutual Funds at or noninstitutional investors
above the Anchor For details, see “Issue
Investor Allocation Procedure” beginning on
(b) Price page 280 of this Red
Herring Prospectus.
Mode of Allotment Compulsorily in dematerialized form.
Minimum Bid Size Not less than Such number of Such number of Equity Such number of Equity
1,65,000 Equity Equity Shares and Shares and in multiples of Shares in multiple of
Shares in multiples of 1,000 Equity Shares that 1,000 Equity Shares
1,000 Equity Shares the Application size such that the
that the Application exceeds two lots Application size
size exceeds two exceeds ₹2,00,000
lots.
Maximum Bid Size Not less than Such number of Such number of Equity Such number of Equity
1,65,000 Equity Equity Shares in Shares in multiples of Shares in multiples of
Shares multiples of 1,000 1,000 Equity Shares not 1,000 Equity Shares
Equity Shares not exceeding the size of the such that the
exceeding the size Net Offer (excluding the Application size
of the Net Issue, QIB portion), subject to exceeds ₹2,00,000
subject to applicable limits
applicable limits
277Trading Lot 1,000 Equity 1,000 Equity 1,000 Equity Shares and 1,000 Equity Shares and
Shares, However Shares and in in multiples thereof in multiples thereof
the Market Maker multiples thereof
may accept odd lots
if any in the market
as required under
the SEBI (ICDR)
Regulations, 2018.
Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder (other
than Anchor Investors) or by the Sponsor Bank through the UPI Mechanism, that is specified in
the ASBA Form at the time of submission of the ASBA Form. In case of Anchor Investors: Full
Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids (4)
Mode of Bid Only through the ASBA process. Through ASBA Process
or Through Banks or by
using UPI ID for payment
This Offer is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.
(1)Our Company, Selling Shareholder 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. One-third
of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the price Anchor Investor Allocation Price.
(2)In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Issue for
at least 25% of the post issue paid-up Equity share capital of the Company. This Offer is being made through Book
Building Process, wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations.
(3)Subject to valid Bids being received at or above the Offer Price, undersubscription, 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, Selling Shareholder in consultation with the Book Running Lead Manager and
the Designated Stock Exchange, subject to applicable laws.
(4)Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application
Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price
shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN.
The Bids by FPIs with certain structures as described under “Offer Procedure - Bids by FPIs” on page 280 and having
same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted
to such successful Bidders (with same PAN) may be proportionately distributed.
If the Bid is submitted in joint names, 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 depository account held in joint names. The signature of only
the 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,
Selling Shareholder, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they
are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
WITHDRAWAL OF THE OFFER
In accordance with the SEBI (ICDR) Regulations, our Company, Selling Shareholder in consultation with Book Running
Lead Manager, reserves the right not to proceed with this Offer at any time after the Offer Opening Date, but before our
Board meeting for Allotment without assigning reasons thereof.
If our Company, Selling Shareholder withdraws the Offer after the Offer Closing Date, we will give reason thereof within
two days by way of a public notice which shall be published in the same newspapers where the pre-offer advertisements
were published.
Further, the Stock Exchanges shall be informed promptly in this regard and the Book Running Lead Manager, through
the Registrar to the Offer, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one
Working Day from the date of receipt of such notification.
278In case our Company, Selling Shareholder withdraws the Offer after the Offer Closing Date and subsequently decides to
undertake a public offering of Equity Shares, our Company, Selling Shareholder will file a fresh Offer Document with
the Stock Exchange where the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, the Offer is also subject to obtaining the final Listing and Trading Approval of the Stock
Exchange, which the Company shall apply for after Allotment. In terms of the SEBI Regulations, Non-Individual
Investors shall not be allowed to withdraw their Application after the Offer Closing Date.
JURISDICTION
Exclusive jurisdiction for the purpose of this Offer is with the competent courts / authorities at Kolkata, West Bengal.
OFFER PROGRAMME
Bid / Offer Opens on Thursday, August 21, 2025 (1)
Bid / Offer Closes on Monday, August 25, 2025 (2)
Finalization of Basis of Allotment with the Designated Stock Exchange On or about Tuesday, August 26, 2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA On or about Thursday, August 28, 2025
Account or UPI ID linked bank account
Credit of Equity Shares to Demat accounts of Allottees On or about Thursday, August 28, 2025
Commencement of trading of the Equity Shares on the Stock Exchange On or about Friday August 29, 2025
Note: (1)Our Company, Selling Shareholder in consultation with the Book Running Lead Manager, may 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 in accordance with the SEBI ICDR Regulations.
(2)Our Company, Selling Shareholder in consultation with the Book Running Lead Manager, consider closing the Bid / Offer Period
for QIBs one Working Day prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations
(3)Pursuant to NSE circular no. 07/2025 dated June 18, 2025, bidding for all categories shall close at 4:00 PM & UPI mandate end
time and date shall be at 5:00 pm IST on Bid/ Offer Closing Date, i.e. August 25, 2025.
Applications and any revisions to the same will be accepted only between 10.00 A.M. to 5.00 P.M. (IST) during the Offer
Period at the Application Centers mentioned in the Bid-Cum-Application Form.
a) Bids at Cut-off price shall not permitted for all category of investors.
b) Downward Modification and cancellation shall not be applicable to any of the category of bidding.
Standardization of cut-off time for uploading of applications on the Bid / Offer Closing Date:
a) A standard cut-off time of 3.00 P.M. for acceptance of applications.
b) A standard cut-off time of 4.00 P.M. for uploading of applications received from other than individual investors.
c) A standard cut-off time of 5.00 P.M. for uploading of applications received from only individual investors which
may be extended up to such time as deemed fit by National Stock Exchange of India Limited after taking into
account the total number of applications received up to the closure of timings and reported by Book Running Lead
Manager to National Stock Exchange of India Limited within half an hour of such closure.
It is clarified that Bids not uploaded would be rejected. In case of discrepancy in the data entered in the electronic book
vis-à-vis the data contained in the physical Bid-Cum- Application Form, for a particular bidder, the details as per physical
Bid-Cum-application form of that Bidder may be taken as the final data for the purpose of allotment.
Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding bank holidays).
279OFFER PROCEDURE
All Applicants should review the General Information Document for Investing in Public Offer, prepared and issued in
accordance with the circular SEBI/HO/CFD/DIL2/CIR/P/2020/37 dated 17th March 2020 notified by SEBI and updated
pursuant to SEBI Circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016, SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 1, 2018 and updated pursuant to SEBI Circular SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020
(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. The General Information Document is available on the websites of Stock Exchange, the Company and the
Book Running Lead Manager. Please refer to the relevant provisions of the General Information Document which are
applicable to the Offer.
Additionally, all Applicants may refer to the General Information Document for information in relation to (i) Category
of investor eligible to participate in the Offer; (ii) maximum and minimum Offer size; (iii) price discovery and allocation;
(iv) Payment Instructions for ASBA Applicants; (v) Issuance of CAN and Allotment in the Offer; (vi) General instructions
(limited to instructions for completing the Application Form); (vii) designated date; (viii) disposal of applications; (ix)
submission of Application Form; (x) other instructions (limited to joint applications in cases of individual, multiple
applications 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 its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 and circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated
June 28, 2019, has introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and
consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIBs
applying through Designated Intermediaries was made effective along with the existing process and existing timeline of
T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.
Subsequently, for applications by Individual Investors through Designated Intermediaries, the process of physical
movement of forms from Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the
UPI Mechanism 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”), with effect from July 1, 2019, by SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, read with circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85)
dated July 26, 2019. Further, as per the SEBI circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019,
the UPI Phase II had been extended until March 31, 2020. However, due to the outbreak of COVID-19 pandemic, UPI
Phase II has been further extended by SEBI until further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50)
dated March 30, 2020. Thereafter final reduced timeline of T+3 days for the UPI Mechanism for applications by UPI
Bidders (“UPI Phase III”), as may be prescribed by SEBI. Further, SEBI, vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, and circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has introduced certain additional measures for streamlining
the process of initial public offers and redressing investor grievances. This circular is effective for initial public offers
opening on / or after May 1, 2021, except as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, and the provisions
of this circular are deemed to form part of this Red Herring Prospectus. Furthermore, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual Investors in initial public offerings (opening
on or after May 1, 2022) whose application sizes are up to ₹500,000 shall use the UPI Mechanism.
Furthermore, SEBI vide press release bearing number 12/2023 has approved the proposal for reducing the time period
for listing of shares in public offer from existing 6 working days to 3 working days from the date of the closure of the
offer. The revised timeline of T+3 days shall be made applicable in two phases i.e. voluntary for all public issues opening
on or after September 1, 2023 and mandatory on or after December 1, 2023. Further, SEBI has vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, reduced the time taken for listing of specified securities
after the closure of a public offer to three Working Days. Accordingly, the Offer will be made under UPI Phase III on a
mandatory basis, subject to any circulars, clarification or notification issued by the SEBI from time to time.
The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. The list of Stockbrokers,
Depository Participants (DP), Registrar to an Issue and Share Transfer Agent (RTA) that have been notified by EMERGE
Platform of National Stock Exchange of India Limited (“NSE EMERGE”) to act as intermediaries for submitting
Application Forms are provided on www.nseindia.com/emerge For details on their designated branches for submitting
Application Forms, please see the above-mentioned website of Platform of National Stock Exchange of India Limited
(“NSE EMERGE”).
280Please note that the information stated/covered in this section may not be complete and /or accurate and as such would
be subject to modification / change. Our Company and Book Running Lead Manager do not accept any responsibility for
the completeness and accuracy of the information stated in this section and the General Information Document and is
not liable for any amendment, modification or change in the applicable law, which may occur after the date of this Red
Herring Prospectus. Applicants are advised to make their independent investigations and ensure that their application
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 Draft Red Herring Prospectus and this Red
Herring Prospectus.
Further, the Company and the Book Running Lead Manager are not liable for any adverse occurrence’s consequent to
the implementation of the UPI Mechanism for application in this Offer.
PHASED IMPLEMENTATION OF UPI FOR BIDS BY INDIVIDUAL BIDDERS AS PER THE UPI CIRCULAR
SEBI has issued circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June
28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 and circular SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020 (collectively the “UPI Circulars”) in relation to streamlining the process of public offer of equity
shares and convertibles. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a
payment mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the ASBA)
for applications by RIBs through intermediaries with the objective to reduce the time duration from public 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 UPI Circular proposes
to introduce and implement the UPI payment 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 is later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019.
Under this phase, a Individual had the option to submit the Application Form with any of the intermediary and use his /
her UPI ID for the purpose of blocking of funds. The time duration from public offer 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. Subsequently, it was decided to extend the timeline for
implementation of Phase II until March 31, 2020. Further still, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020, the current Phase II of Unified Payments Interface with Application Supported by Blocked Amount
is continued till further notice. Under this phase, submission of the ASBA Form by RIBs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds will be discontinued and will be is replaced by the
UPI payment mechanism. However, the time duration from public offer closure to listing continues to be six working
days during this phase.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023
and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time duration from
public offer 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.
The Offer is being made under Phase III of the UPI (on a mandatory basis).
All SCSBs offering facility of making application in public issues shall also provide facility to make application using
the UPI Mechanism. The Issuers will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit
between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the
Individual Applicants into the UPI payment mechanism.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
Book Running Lead Manager.
Pursuant to the SEBI UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the SEBI UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send
281SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of
cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be
unblocked not later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the
accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Additionally,
if there is any delay in the redressal of investors’ complaints in this regard, the relevant SCSB as well as the post – offer
Book Running Lead Manager will be required to compensate the concerned investor.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using
the UPI Mechanism. The Issuers will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit
between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the
Individual Applicants into the UPI payment mechanism.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks make an application as prescribed in Annexure I of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation on compliance with SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40.
Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders applying
in public Offers 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:
• a syndicate member
• a stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the
stock exchange as eligible for this activity) (“broker”)
• a depository participant (“DP”) (whose name is mentioned on the website of the stock exchange as eligible for this
activity)
• a registrar to the Offer and shares transfer agent (“RTA”) (whose name is mentioned on the website of the stock
exchange as eligible for this activity)
For further details, refer to the General Information Document to be available on the website of the Stock Exchange and
the Book Running Lead Manager’s.
BOOK BUILDING PROCEDURE
In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with
Regulation 252 of SEBI ICDR Regulations, 2018, the Offer is being made for at least 25% of the post-Offer Paid-up
Equity Share capital of our Company. The Offer is being made under Regulation 229(2) of Chapter IX of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018 via book building process.
The allocation to the public will be made as per Regulation 253 of SEBI ICDR Regulations, wherein not more than 50%
of the Offer shall be allocated on a proportionate basis to QIBs, provided that our Company, Selling Shareholder may, in
consultation with the Book Running Lead Manager, allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity
Shares shall be added to the QIB Portion. Further, 5% of the QIB Portion (excluding the Anchor Investor 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 to Non-Institutional Investors out of which (a) one third of the portion available
to non-institutional investors shall be reserved for applicants with application size of more than two lots and up to such
lots equivalent to not more than ₹10 lakhs; (b) two third of the portion available to non-institutional investors shall be
reserved for applicants with application size of more than ₹10 lakhs: Provided that the unsubscribed portion in either of
the subcategories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of
noninstitutional investors and not less than 35% of the Offer shall be available for allocation to Individual Investors who
282applies for minimum application size in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
at or above the Offer Price.
Accordingly, we have allocated the Net Offer i.e., not less than 35% of the Net Offer shall be available for allocation to
Individual Bidders and not less than 15% of the Net Offer shall be available for allocation to Non-institutional Investors
and not more than 50% of the Net Offer shall be allocated on a proportionate basis to QIBs.
Subject to valid Bids being received at or above the Offer Price, undersubscription, if any, in any category, except the
QIB Portion, would be allowed to be met with spill-over from any other category or a combination of categories at the
discretion of our Company, Selling Shareholder in consultation with the Book Running Lead Manager, and the
Designated Stock Exchange. However, under-subscription, if any, in the QIB Portion will not be allowed to be met with
spill over from other categories or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Bidders should note that the Equity Shares will be allotted to all successful Bidders only in dematerialized form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID and PAN and UPI ID (for RIBs using the UPI Mechanism), shall be treated as incomplete and will be rejected.
Eligible Employees Bidding in the Employee Reservation Portion Bidding using the UPI Mechanism, shall be treated
as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification dated
February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25, 2021.
AVAILABILITY OF RED HERRING PROSPECTUS AND PROSPECTUS AND APPLICATION FORMS
The Memorandum containing the salient features of the Red Herring Prospectus together with the Application Forms and
copies of the Red Herring Prospectus may be obtained from the Registered Office of our Company, from the Registered
Office of the Book Running Lead Manager to the Offer, Registrar to the Offer as mentioned in the Application form. The
application forms may also be downloaded from the website of National Stock Exchange of India Limited (“NSE
EMERGE”) i.e. www.nseindia.com . Applicants shall only use the specified Application Form for the purpose of making
an Application in terms of the Red Herring Prospectus. All the applicants shall have to apply only through the ASBA
process. ASBA Applicants shall submit an Application Form either in physical or electronic form to the SCSB’s
authorizing blocking of funds that are available in the bank account specified in the Applicants shall only use the specified
Application Form for the purpose of making an Application in terms of the Red Herring Prospectus. The Application
Form shall contain space for Indicating number of specified securities subscribed for in Demat form.
BID CUM APPLICATION FORM
Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the Book Running
Lead Manager, the Designated Intermediaries, and the Registered Office of our Company. An electronic copy of the
Application Form will also be available for download on the websites of the National Stock Exchange of India Limited
(“NSE EMERGE”) (www.nseindia.com ), the SCSBs, the Registered Brokers, the RTAs and the CDPs at least one day
prior to the Offer Opening Date.
All ASBA Bidders must provide either (i) the bank account details and authorization to block funds in the ASBA Form,
or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA Form. The ASBA
Forms that do not contain such details will be rejected.
UPI Bidders Bidding using the UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum
Application Form. Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. Applications made
by the UPI Bidder using third party bank account or using third party linked bank account UPI ID are liable for rejection.
UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications using the
UPI handles as provided on the website of SEBI.
Further, Bidders shall ensure that the Bids are submitted at the Bidding Centres only on Bid cum Application Forms
bearing the stamp of a Designated Intermediary (except in case of electronic Bid cum Application Forms) and Bid cum
Application Forms not bearing such specified stamp may be liable for rejection.
ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent
to the full Bid Amount which can be blocked by the SCSBs or sponsor banks, as applicable, at the time of submitting the
Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating
283them 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 Application Form for various categories is as follows:
Category Colour of Bid cum Application Form*
Anchor Investors1 Grey
Resident Indians, including resident QIBs, Non-Institutional Investors, White
Individual Investors and Eligible NRIs applying on a non-repatriation
basis^
Non-Residents including FPIs, Eligible NRIs, FVCIs and registered Blue
bilateral and multilateral institutions applying on a repatriation basis ^
*Excluding electronic Bid cum Application Form
^Electronic Bid cum Application Form and the abridge prospectus will be made available for download on the website of the stock
exchange ( www.nseindia.com )
1 Bid cum Application Forms for Anchor Investors shall be available at the offices of the Book Running Lead Manager
Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by RIIs (without
using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of
stock exchange(s) and shall submit / deliver the Bid Cum Application Forms to respective SCSBs where the Bidders has
a bank account and shall not submit it to any non-SCSB Bank.
Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after
accepting the Bid Cum Application Form, respective intermediary shall capture and upload the relevant application
details, including UPI ID, in the electronic bidding system of stock exchange(s).
Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the Red Herring
Prospectus.
The Bid Cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares
that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites of the Stock
Exchange shall bear a system generated unique application number. Bidders are required to ensure that the ASBA Account
has sufficient credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or
Sponsor Bank at the time of submitting the Application.
An Investor, intending to subscribe to this Offer, shall submit a completed Bid Cum Application Form to any of the
following intermediaries (Collectively called – “Designated Intermediaries”)
Sr. No. Designated Intermediaries
1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member)
3. A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity) (‘broker’)
4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible
for this activity)
5. A registrar to an issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the
stock exchange as eligible for this activity)
Individuals investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as
“Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form.
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving
the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum
Application Form, in physical or electronic mode, respectively.
The upload of the details in the electronic bidding system of stock exchange will be done by:
For Applications After accepting the form, SCSB shall capture and upload the relevant details in the electronic
submitted by bidding system as specified by the stock exchange and may begin blocking funds available in
Investors to SCSB: the bank account specified in the form, to the extent of the application money specified.
For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and
submitted by upload the relevant details in the electronic bidding system of the stock exchange. Post
investors to uploading, they shall forward a schedule as per prescribed format along with the Bid Cum
284intermediaries other Application Forms to designated branches of the respective SCSBs for blocking of funds
than SCSBs: within one day of closure of Offer.
For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and
submitted by upload the relevant application details, including UPI ID, in the electronic bidding system of
investors to stock exchange. Stock exchange shall share application details including the UPI ID with
intermediaries other sponsor bank on a continuous basis, to enable sponsor bank to initiate mandate request on
than SCSBs with use investors for blocking of funds. Sponsor bank shall initiate request for blocking of funds
of UPI for payment: through NPCI to investor. Investor to accept mandate request for blocking of funds, on his /
her mobile application, associated with UPI ID linked bank account.
The Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with a mandatory
confirmation on the application monies blocked. For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share
the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate
UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI 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.
For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for
blocking of funds. 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. In accordance with BSE Circular No: 20220803-40 and National Stock Exchange of India Limited
Circular No: 25/2022, each dated August 3, 2022, 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 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.
Further, modification of Bids shall be allowed in parallel during the Bid / Offer Period until the Cut-Off Time. The NPCI
shall maintain an audit trail for every bid entered in the Stock Exchanges bidding platform, and the liability to compensate
UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor
Bank, NPCI or the bankers to an offer) 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 Bankers to the Offer.
The Book Running Lead Manager shall also be required to obtain the audit trail from the Sponsor Bank and the Bankers
to the Offer for analysing the same and fixing liability.
Stock exchange shall allow modification of selected field’s viz. DP ID / Client ID or Pan ID (Either DP ID / Client ID or
Pan ID can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the Bidders
are deemed to have authorized our Company to make the necessary changes in the Red Herring Prospectus, without prior
or subsequent notice of such changes to the Bidders.
Availability of Abridged Prospectus and Bid Cum Application Forms
Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the Book Running
Lead Manager, the Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic
copy of the Bid cum Application Form will also be available for download on the websites of SCSBs (via Internet
Banking) and National Stock Exchange of India Limited (www.nseindia.com ) at least one day prior to the Bid / Offer
Opening Date.
Bid cum application for Anchor Investor shall be made available at the Office of the Book Running Lead Manager.
Who can Bid?
Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and policies.
Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Offer or to
hold Equity Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to the Red
Herring Prospectus for more details.
Subject to the above, an illustrative list of Bidders is as follows:
• Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as
amended, in single or as a joint application and minors having valid Demat account as per Demographic Details
285provided by the Depositories. Furthermore, based on the information provided by the Depositories, our Company
shall have the right to accept the Applications belonging to an account for the benefit of minor (under guardianship);
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the
application is being made in the name of the HUF in the Bid Cum Application Form as follows: ―Name of Sole or
First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Kartaǁ.
Applications by HUFs would be considered at par with those from individuals;
• Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in
the Equity Shares under their respective constitutional and charter documents;
• Mutual Funds registered with SEBI;
• Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than
Eligible NRIs are not eligible to participate in this Offer;
• Indian Financial Institutions scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);
• FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;
• Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
• Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non-
Institutional Investors category;
• Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
• Foreign Venture Capital Investors registered with the SEBI;
• Trusts / societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating
to Trusts and who are authorized under their constitution to hold and invest in equity shares;
• Scientific and / or Industrial Research Organizations authorized to invest in equity shares;
• Insurance Companies registered with Insurance Regulatory and Development Authority, India;
• Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold and
invest in equity shares;
• Pension Funds and Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under their
constitution to hold and invest in equity shares;
• National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government
of India published in the Gazette of India;
• Multilateral and bilateral development financial institution;
• Eligible QFIs;
• 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;
• Any other person eligible to apply in this Offer, under the laws, rules, regulations, guidelines and policies applicable
to them.
Applications not to be made by:
• Minors (except through their Guardians)
286• Partnership firms or their nominations
• Foreign Nationals (except NRIs)
• Overseas Corporate Bodies
As per the existing regulations, OCBs are not eligible to participate in this Offer. The RBI has however clarified
in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and
are not under the adverse notice of the RBI are permitted to undertake fresh investments as 138 incorporated non-
resident entities in terms of Regulation 5(1) of RBI Notification No. 20/2000-RB dated May 3, 2000 under FDI
Scheme with the prior approval of Government if the investment is through Government Route and with the prior
approval of RBI if the investment is through Automatic Route on case by case basis. OCBs may invest in this Offer
provided it obtains a prior approval from the RBI. On submission of such approval along with the Bid Cum
Application Form, the OCB shall be eligible to be considered for share allocation.
MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Individual Investors, who applies for minimum application size
The Application must be for a minimum of 2 lots and in multiples of 1,000 Equity Shares thereafter with minimum
application size of above ₹ 2 Lakhs. In case of revision of Applications, the Individual Investors have to ensure that the
Application Price does not exceed 2,00,000.00.
2. For Other than Individual Investors (Non-Institutional Applicants and QIBs):
The Application must be for a minimum of such number of Equity Shares that the Application is for more than two lots
and in multiples of 1,000 Equity Shares thereafter. An application cannot be submitted for more than the Net Offer Size.
However, the maximum Application by a QIB investor should not exceed the investment limits prescribed for them by
applicable laws. Under existing SEBI Regulations, a QIB Bidder cannot withdraw its Application after the Offer Closing
Date and is required to pay 100% QIB Margin upon submission of Application.
In case of revision in Applications, the Non-Institutional Investors, who are individuals, have to ensure that the
Application Amount is greater than ₹2,00,000.00 for being considered for allocation in the Non-Institutional Portion.
Bidders are advised to ensure that any single Application from them does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified
in this Red Herring Prospectus.
The above information is given for the benefit of the Investors and Bidders. The Company and the Book Running
Lead Managers are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits under
laws or regulations.
METHOD OF BIDDING PROCESS
Our Company, Selling Shareholder in consultation with the Book Running Lead Manager will decide the Price Band and
the minimum Bid lot size for the Offer and the same shall be advertised in all edition of Business Standard (a widely
circulated English national daily newspaper) and all edition of Business Standard (a widely circulated Hindi national
daily newspaper) and and Bengali edition of Arthik Lipi, (Bengali being the regional language of West Bengal where
our registered office is located, each with wide circulation at least two Working Days prior to the Bid / Offer Opening
Date. The Book Running Lead Manager and the SCSBs shall accept Bids from the Bidders during the Bid / Offer Period.
a) The Bid / Offer Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The
Bid / Offer Period maybe extended, if required, by an additional three Working Days, subject to the total Bid / Offer
Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if
applicable, will be published in all edition of Business Standard (a widely circulated English national daily
newspaper) and all edition of Business Standard (a widely circulated Hindi national daily newspaper) and Bengali
edition of Arthik Lipi, Bengali being the regional language of West Bengal where our registered office is located,
each with wide circulation and also by indicating the change on the websites of the Book Running Lead Manager.
b) During the Bid / Offer Period, Individual Investors, should approach the Book Running Lead Manager or their
authorized agents to register their Bids. The Book Running Lead Manager shall accept Bids from Anchor Investors
287and ASBA Bidders in Specified Cities and it shall have the right to vet the Bids during the Bid/Offer Period in
accordance with the terms of the Red Herring Prospectus. ASBA Bidders should approach the Designated Branches
or the Book Running Lead Manager (for the Bids to be submitted in the Specified Cities) to register their Bids.
c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details
refer to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and
specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options
submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and
will not be cumulated. After determination of the Offer Price, the maximum number of Equity Shares Bid for by a
Bidder / Applicant at or above the Offer Price will be considered for allocation / Allotment and the rest of the Bid(s),
irrespective of the Bid Amount, will become automatically invalid.
d) The Bidder/Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum
Application Form have been submitted to a Book Running Lead Manager or the SCSBs. Submission of a second
Bid cum Application Form to either the same or to another Book Running Lead Manager or SCSB will be treated
as multiple Bid and is liable to be rejected either before entering the Bid into the electronic bidding system, or at
any point of time prior to the allocation or Allotment of Equity Shares in this Offer. However, the Bidder can revise
the Bid through the Revision Form, the procedure for which is detailed under the paragraph “Build-up of the Book
and Revision of Bids”.
e) Except in relation to the Bids received from the Anchor Investors, the Book Running Lead Manager / the SCSBs
will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction
Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a Bidder
can receive up to three TRSs for each Bid cum Application Form.
f) The Book Running Lead Manager shall accept the Bids from the Anchor Investors during the Anchor Investor Bid
/ Offer Period i.e., one working day prior to the Bid / Offer Opening Date. Bids by QIBs under the Anchor Investor
Portion and the QIB Portion shall not be considered as multiple Bids.
g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Escrow
Mechanism - Terms of payment and payment into the Escrow Accounts” in the section “Offer Procedure” beginning
on page 280 of this Red Herring Prospectus.
h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated
Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as
mentioned in the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange.
i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids
and shall not upload such Bids with the Stock Exchange.
j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount
mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a
separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder
on request.
k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment
and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdrawal / failure of the Offer or until withdrawal/rejection of the Bid cum Application Form, as the case may be.
Once the Basis of Allotment is finalized, the Registrar to the Offer shall send an appropriate request to the SCSB
for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to
the Public Issue Account. In case of withdrawal / failure of the Issue, the blocked amount shall be unblocked on
receipt of such information from the Registrar to the Issue.
BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
a) Our Company in consultation with the Book Running Lead Manager, and without the prior approval of, or
intimation, to the Bidders, reserves the right to revise the Price Band during the Bid / Offer Period, in accordance
with the SEBI ICDR Regulations, provided that (i) the Cap Price shall be less than or equal to 120% of the Floor
Price, (ii) the Cap Price will be at least 105% of the Floor Price, and (iii) the Floor Price shall not be less than the
face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e., the floor
price can move up or down to the extent of 20% of the floor price disclosed. If the revised price band decided, falls
within two different price bands than the minimum application lot size shall be decided based on the price band in
which the higher price falls into.
288b) Our Company in consultation with the Book Running Lead Manager, will finalize the Offer Price within the Price
Band, without the prior approval of, or intimation, to the Bidders.
c) The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity
Shares at a specific price. Individual Investors may Bid at the Cut-off Price. However, bidding at the Cut-off Price
is prohibited for QIB and Non-Institutional Investors and such Bids from QIB and Non-Institutional Investors shall
be rejected.
d) Individual Investors, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within
the Price Band. Individual Investors shall submit the Bid cum Application Form along with a cheque / demand draft
for the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non-
Institutional Investors and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to
block an amount based on the Cap Price.
e) The price of the specified securities offered to an anchor investor shall not be lower than the price offered to other
applicants.
PARTICIPATION BY ASSOCIATES / AFFILIATES OF BOOK RUNNING LEAD MANAGER AND THE
SYNDICATE MEMBERS
The Book Running Lead Manager and the Syndicate Members, if any, shall not be allowed to purchase in this Offer in
any manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the Book
Running Lead Manager and the Syndicate Members, if any, may subscribe the Equity Shares in the Offer, either in the
QIB Category or in the Non-Institutional Category as may be applicable to such Bidders, where the allocation is on a
proportionate basis and such subscription may be on their own account or on behalf of their clients.
Neither the Book Running Lead Manager nor any persons related to the Book Running Lead Manager (other than Mutual
Funds sponsored by entities related to the Book Running Lead Manager), Promoters and Promoter Group can apply in
the Offer under the Anchor Investor Portion.
OPTION TO SUBSCRIBE IN THE OFFER
a) As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form
only. Investors will not have the option of getting allotment of specified securities in physical form.
b) The Equity Shares, on allotment, shall be traded on the Stock Exchange in Demat segment only.
c) A single application from any investor shall not exceed the investment limit / minimum number of Equity Shares
that can be held by him / her / it under the relevant regulations / statutory guidelines and applicable law.
INFORMATION FOR THE BIDDERS
1. Our Company and the Book Running Lead Manager shall declare the Offer Opening Date and Offer Closing Date
in the Red Herring Prospectus to be registered with the Registrar of Companies and also publish the same in two
national newspapers (one each in English and Hindi) and in a regional newspaper with wide circulation. This
advertisement shall be in prescribed format.
2. Our Company will file the Red Herring Prospectus with the Registrar of Companies at least 3 (three) days before
the Offer Opening Date.
3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring Prospectus
will be available with the, the Book Running Lead Manager, the Registrar to the Offer, and at the Registered Office
of our Company. Electronic Bid Cum Application Forms will also be available on the websites of the Stock
Exchange.
4. Any Bidder who would like to obtain the Red Herring Prospectus and / or the Bid Cum Application Form can obtain
the same from our Registered Office.
5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to
register their applications.
2896. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and / or the
Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by
Applicants whose beneficiary account is inactive shall be rejected.
7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom
the ASBA Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the
electronic mode of collecting either through an internet enabled collecting and banking facility or such other secured,
electronically enabled mechanism for applying and blocking funds in the ASBA Account. The Individual Investors
has to apply only through UPI Channel, they have to provide the UPI ID and validate the blocking of the funds and
such Bid Cum Application Forms that do not contain such details are liable to be rejected.
8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a
Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the
SCSB’s or other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the
ASBA Account equal to the Application Amount specified in the Bid Cum Application Form, before entering the
ASBA application into the electronic system.
9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts
and by investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names, the first
Bidder (the first name under which the beneficiary account is held), should mention his / her PAN allotted under the
Income Tax Act. In accordance with the SEBI Regulations, the PAN would be the sole identification number for
participating transacting in the securities market, irrespective of the amount of transaction. Any Bid Cum
Application Form without PAN is liable to be rejected. The demat accounts of Bidders for whom PAN details have
not been verified, excluding person resident in the State of Sikkim or persons who may be exempted from specifying
their PAN for transacting in the securities market, shall be “suspended for credit” and no credit of Equity Shares
pursuant to the Offer will be made into the accounts of such Bidders.
10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form
and entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match
with PAN, the DP ID and Client ID available in the Depository database, the Bid Cum Application Form is liable
to be rejected.
BIDS BY ANCHOR INVESTORS
Our Company, Selling Shareholder in consultation with the Book Running Lead Manager, may consider participation by
Anchor Investors in the Offer for up to 60% of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as
defined in Regulation 2(1) (ss) of the SEBI Regulations and not otherwise excluded pursuant to Schedule XIII of the
SEBI Regulations are eligible to invest. The QIB Portion will be reduced in proportion to allocation under the Anchor
Investor Portion. In the event of undersubscription in the Anchor Investor Portion, the balance Equity Shares will be
added to the QIB Portion. In accordance with the SEBI Regulations, the key terms for participation in the Anchor Investor
Portion are provided below:
1. Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the offices of the
Book Running Lead Manager.
2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least 200.00 lakhs.
A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of 200.00 lakhs.
3. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4. Bidding for Anchor Investors will open one Working Day before the Bid / Offer Opening Date and be completed
on the same day.
5. Our Company in consultation with the Book Running Lead Manager, will finalize allocation to the Anchor Investors
on a discretionary basis, provided that the minimum and maximum number of Allottees in the Anchor Investor
Portion will be, as mentioned below:
• where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor Investors.
• where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto 2500.00 Lakhs,
minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of 100.00
Lakhs per Anchor Investor; and
290• where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs:(i) minimum of 5 (five)
and maximum of 15 (fifteen) Anchor Investors for allocation upto 2500.00 Lakhs; and (ii) an additional 10
Anchor Investors for every additional allocation of 2500.00 Lakhs or part thereof in the Anchor Investor
Portion; subject to a minimum Allotment of 100.00 Lakhs per Anchor Investor.
6. Allocation to Anchor Investors will be completed on the Anchor Investor Bid / Offer Period. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made will be made available in the
public domain by the Book Running Lead Manager before the Bid / Offer Opening Date, through intimation to the
Stock Exchange.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8. If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within 2
(two) Working Days from the Bid / Offer Closing Date. If the Offer Price is lower than the Anchor Investor
Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer
Price.
9. At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be
shown graphically on the bidding terminals of syndicate members and website of stock exchange offering
electronically linked transparent bidding facility, for information of public.
10. Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from the date of
Allotment.
11. The Book Running Lead Manager, our Promoters, Promoter Group, Selling Shareholder or any person related to
them (except for Mutual Funds sponsored by entities related to the Book Running Lead Manager) will not participate
in the Anchor Investor Portion. The parameters for selection of Anchor Investors will be clearly identified by the
Book Running Lead Manager and made available as part of the records of the Book Running Lead Manager for
inspection by SEBI.
12. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.
13. Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
BIDS BY ELIGIBLE NRI’S
Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the Book Running Lead Manager and
the Designated Intermediaries. Eligible NRI Bidders bidding on a repatriation basis by using the Non- Resident Forms
should authorize their SCSB to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident
(“FCNR”) ASBA Accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms should
authorize their SCSB 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.
Eligible NRIs bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in
colour).
Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents
(blue in colour).
BIDS BY FPI INCLUDING FII’S
In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate of registration
from SEBI shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per
the SEBI FII Regulations. An FII or a sub-account may participate in this Issue, in accordance with Schedule 2 of the
FEMA Regulations, until the expiry of its registration with SEBI as an FII or a sub-account. An FII shall not be eligible
to invest as an FII after registering as an FPI under the SEBI FPI Regulations.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued by the designated depository
participant under the FPI Regulations is required to be attached to the Bid cum Application Form, failing which our
Company reserves the right to reject any Bid without assigning any reason. An FII or subaccount may, subject to payment
291of conversion fees under the SEBI FPI Regulations, participate in the Offer, until the expiry of its registration as a FII or
sub-account, or until it obtains a certificate of registration as FPI, whichever is earlier. Further, in case of Bids made by
SEBI-registered FIIs or sub-accounts, which are not registered as FPIs, a certified copy of the certificate of registration
as an FII issued by SEBI is required to be attached to the Bid cum Application Form, failing which our Company reserves
the right to reject any Bid without assigning any reason.
In terms of the SEBI FPI Regulations, the Offer of Equity Shares to a single FPI or an investor group (which means the
same set of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our post-Offer Equity
Share capital. Further, in terms of the FEMA Regulations, the total holding by each FPI shall be below 10% of the total
paid-up Equity Share capital of our Company and the total holdings of all FPIs put together shall not exceed 24% of the
paid-up Equity Share capital of our Company. The aggregate limit of 24% may be increased up to the sectorial cap by
way of a resolution passed by the Board of Directors followed by a special resolution passed by the Shareholders of our
Company and subject to prior intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding
of FPIs in a company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be included.
The existing individual and aggregate investment limits an FII or sub account in our Company is 10% and 24% of the
total paid-up Equity Share capital of our Company, respectively.
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.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio and unregulated broad based funds,
which are classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately
regulated, may offer 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 that are listed
or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory
authority; and (ii) such offshore derivative instruments are issued after compliance with know your client norms. An FPI
is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of
it to any persons that are not regulated by an appropriate foreign regulatory authority.
FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non- Residents (blue in
colour).
BIDS BY SEBI REGISTERED VCF’S, AIF’S AND FVCI’S
The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. Further, VCFs and FVCIs can invest only
up to 33.33% of the investible funds by way of subscription to an initial public offering.
Category I AIF and Category II AIF 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. AIFs which are authorized
under the fund documents to invest in units of AIFs are prohibited from offering their units for subscription to other AIFs.
A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its
investible funds by way of subscription to an initial public offering of a venture capital undertaking. Additionally, a VCF
that has not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF
Regulations (and accordingly shall not be allowed to participate in the Issue) until the existing fund or scheme managed
by the fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF
Regulations.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other
categories for the purpose of allocation.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding Equity Shares prior to Offer,
shall be locked-in for a period of at least one year from the date of purchase of such Equity Shares.
All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in Indian
Rupees only and net of bank charges and commission.
Our Company, Selling Shareholder or the Book Running Lead Manager will not be responsible for loss, if any, incurred
by the Bidder on account of conversion of foreign currency.
292BIDS BY HUFS
Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Application
is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first Applicant:
XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bid cum Applications by
HUFs may be considered at par with Bid cum Applications from individuals.
BIDS BY MUTUAL FUNDS
No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments
of any single company provided that the limit of 10% shall not be applicable for investments in index funds or sector or
industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up
share capital carrying voting rights.
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid
cum Application Form. Failing this, our Company, Selling Shareholder reserves the right to accept or reject any Bid cum
Application in whole or in part, in either case, without assigning any reason thereof.
In case of a mutual fund, a separate Bid cum Application can be made in respect of each scheme of the mutual fund
registered with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be treated as
multiple applications provided that the Bids clearly indicate the scheme concerned for which the Bids has been made.
The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names of
the concerned schemes for which the Applications are made.
BIDS BY SYSTEMATICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Applications made by Systemically Important Non-Banking Financial Companies, a certified copy of the
certificate of registration issued by the RBI, a certified copy of its last audited financial statements and a Networth
certificate from its statutory auditor(s) and such other approval as may be required by the Systemically Important NBFCs
are required to be attached to the Bid cum Application Form.
Failing this, our Company, Selling Shareholder reserve the right to reject any Application, without assigning any reason
thereof. Systemically Important Non-Banking Financial Companies participating in the Offer shall comply with all
applicable legislations, regulations, directions, guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
BIDS BY 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, Selling Shareholder reserves the right to reject any bid without
assigning any reason thereof. Limited liability partnerships can participate in the Offer only through the ASBA process.
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 IRDA must be attached to the Bid cum Application Form. Failing this, our Company, Selling Shareholder
reserves the right to reject any Bid by Insurance Companies without assigning any reason thereof. The exposure norms
for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000,
based on investments in equity shares of the investee company, the entire group of the investee company and the industry
sector in which the investee company operates. Insurance companies participating in the Offer are advised to refer to the
IRDAI Investment Regulations 2016, as amended, are broadly set forth below:
• Equity shares of a company: the least of 10%* of the investee company’s subscribed capital (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;
• The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15%
of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies
belonging to the group, whichever is lower; and
293• The industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or a
general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of
10% of the investment assets of a life insurer or general insurer and the amount calculated under (1), (2) and (3) above,
as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with
investment assets of ₹ 25,000,000 lakhs or more and 12% of outstanding equity shares (face value) for insurers with investment assets
of ₹ 5,000,000 lakhs or more but less than ₹ 25,000,000 lakhs.
Insurance companies participating in this Offer shall comply with all applicable regulations, guidelines and circulars
issued by IRDAI from time to time.
BIDS UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs,
Eligible FPI’s, Mutual Funds, insurance companies, Systemically Important NBFCs, insurance funds set up by the army,
navy or air force of the Union of India, insurance funds set up by the Department of Posts, India, or the National
Investment Fund and provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable law) and pension
funds with a minimum corpus of ₹2500 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 reserves the right
to accept or reject any Bid in whole or in part, in either case, without assigning any reasons thereof. In addition to the
above, certain additional documents are required to be submitted by the following entities:
a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged
along with the Bid cum Application Form.
b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development Authority,
in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and
Development Authority must be lodged along with the Bid cum Application Form.
c) With respect to Bids made by provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable law)
and pension funds with a minimum corpus of ₹ 2500 Lakhs, a certified copy of a certificate from a chartered
accountant certifying the corpus of the provident fund / pension fund must be lodged along with the Bid cum
Application Form.
d) With respect to 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.
e) Our Company in consultation with the Book Running Lead Manager in their absolute discretion, reserves 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 and the Book Running Lead Manager may deem fit.
The above information is given for the benefit of the Bidders. Our Company, Selling Shareholder, the Book Running
Lead Manager and the Syndicate Members are not liable for any amendments or modification or changes in applicable
laws or regulations, which may occur after the date of the Red Herring Prospectus. Bidders are advised to make their
independent investigations and Bidders are advised to ensure that any single Bid from them does not exceed the applicable
investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or
as specified in the Red Herring Prospectus.
BIDS BY PROVIDENT FUNDS / PENSION FUNDS
In case of Bids made by provident funds with minimum corpus of ₹25.00 Crore (subject to applicable law) and pension
funds with minimum corpus of ₹25.00 Crore, a certified copy of certificate from a chartered accountant certifying the
corpus of the provident fund / pension fund must be lodged along with the Bid cum Application Form. Failing this, the
Company, Selling Shareholder reserves the right to accept or reject any bid in whole or in part, in either case, without
assigning any reason thereof.
294BIDS BY BANKING COMPANY
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, Selling Shareholder reserves the right to reject any Bid by a
banking company without assigning any reason.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act,
1949, as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, 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 banks’ own paid-up share capital and reserves, whichever is lower. However, a banking
company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such
investee company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section
6(1) of the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt
restructuring / strategic debt restructuring, or to protect the banks’ interest on loans / investments made to a company.
The bank is required to submit a time bound action plan for disposal of such shares within a specified period to RBI. A
banking company would require a prior approval of RBI to make (i) investment in a subsidiary and a financial services
company that is not a subsidiary (with certain exception prescribed), and (ii) investment in a nonfinancial services
company in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank
of India (Financial Services provided by Banks) Directions, 2016.
BIDS BY SCSB’S
SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars dated September 13, 2012
and January 2, 2013. Such SCSBs are required to ensure that for making Bid cum 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 Bid cum application in public issues and clear demarcated
funds should be available in such account for such Bid cum applications.
ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE OFFER
1. Upon approval of the basis of allotment by the Designated Stock Exchange, the Book Running Lead Manager or
Registrar to the Offer shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the
Offer.
2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Offer. The
dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.
OFFER PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA) BIDDERS
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Bidders
have to compulsorily apply through the ASBA Process. Our Company and the Book Running Lead Manager are not liable
for any amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this
Red Herring Prospectus. ASBA Bidders are advised to make their independent investigations and to ensure that the ASBA
Bid Cum Application Form is correctly filled up, as described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process
are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated
branches of SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI link.
TERMS OF PAYMENT
The entire Offer price of ₹ [●] per share is payable on application. In case of allotment of lesser number of Equity Shares
than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the
Bidders.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount
after transfer will be unblocked by the SCSBs.
The Bidders should note that the arrangement with Bankers to the Offer or the Registrar is not prescribed by SEBI and
has been established as an arrangement between our Company, Selling Shareholder, Banker to the Offer and the Registrar
to the Offer to facilitate collections from the Bidders.
295PAYMENT MECHANISM
The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an
amount equivalent to the Application Amount in the bank account specified in the Bid Cum Application Form. The SCSB
shall keep the Application Amount in the relevant bank account blocked until withdrawal / rejection of the Application
or receipt of instructions from the Registrar to unblock the Application Amount. However, Non- Individual Bidders shall
neither withdraw nor lower the size of their applications at any stage. In the event of withdrawal or rejection of the Bid
Cum Application Form or for unsuccessful Bid Cum Application Forms, the Registrar to the Offer shall give instructions
to the SCSBs to unblock the application money in the relevant bank account within one day of receipt of such instruction.
The Application Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment in the
Offer and consequent transfer of the Application Amount to the Public Issue Account, or until withdrawal / failure of the
Offer or until rejection of the Application by the ASBA Bidder, as the case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall
use only Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account
which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public Issue have
to use UPI as a payment mechanism with Application Supported by Blocked Amount for making application.
PAYMENT INTO ESCROW ACCOUNT FOR ANCHOR INVESTORS
All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested
to note the following:
Our Company, Selling Shareholder in consultation with the Book Running Lead Manager, in its absolute discretion, will
decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares
allocated to them in their respective names will be notified to such Anchor Investors. For Anchor Investors, the payment
instruments for payment into the Escrow Account should be drawn in favour of:
a) In case of resident Anchor Investors: ― “ARC Insulation & Insulators Limited-R”
b) In case of Non-Resident Anchor Investors: ― “ARC Insulation & Insulators Limited-NR”
c) Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Offer to
facilitate collections from the Anchor Investors.
ELECTRONIC REGISTRATION OF APPLICATIONS
1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.
2. The Designated Intermediaries will undertake modification of selected fields in the application details already
uploaded before 1.00 p.m. of next Working Day from the Offer Closing Date.
3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions
in relation to,
a) the applications accepted by them,
b) the applications uploaded by them
c) the applications accepted but not uploaded by them or
d) With respect to applications by Bidders, applications accepted and uploaded by any Designated Intermediary other
than SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent to the SCSBs or the
Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for blocking the
necessary amounts in the ASBA Accounts. In case of Application accepted and uploaded by SCSBs, the SCSBs or
the Designated Branch of the relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA
Accounts.
4. Neither the Book Running Lead Manager nor our Company nor Selling Shareholder nor the Registrar to the Issue,
shall be responsible for any acts, mistakes or errors or omission and commissions in relation to;
296(i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediaries or
(iii) The applications accepted but not uploaded by any Designated Intermediaries
5. The Stock Exchange will offer an electronic facility for registering applications for the Offer. This facility will
available at the terminals of Designated Intermediaries and their authorized agents during the Offer Period. The
Designated Branches or agents of Designated Intermediaries can also set up facilities for off-line electronic
registration of applications subject to the condition that they will subsequently upload the off-line data file into the
online facilities on a regular basis. On the Offer Closing Date, the Designated Intermediaries shall upload the
applications till such time as may be permitted by the Stock Exchange. This information will be available with the
Book Running Lead Manager on a regular basis.
6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bakers, DPs and
RTAs shall forward a Schedule as per format given below along with the Bid Cum Application Forms to Designated
Branches of the SCSBs for blocking of funds:
Sr. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields.
7. With respect to applications by Bidders, at the time of registering such applications, the Designated Intermediaries
shall enter the following information pertaining to the Bidders into in the on-line system:
• Name of the Bidder;
• IPO Name:
• Bid Cum Application Form Number;
• Investor Category PAN (of First Bidder, if more than one Bidder);
• DP ID of the demat account of the Bidder;
• Client Identification Number of the demat account of the Bidder;
• Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Offer or Designated Branch, as applicable, and bank code of the SCSB branch
where the ASBA Account is maintained; and
• Bank account number.
8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall complete the
above-mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum Application
Form number which shall be system generated.
9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the
investor, by giving the counter foil or specifying the application number to the investor, as a proof of having accepted
297the Bid Cum Application Form in physical as well as electronic mode. The registration of the Application by the
Designated Intermediaries does not guarantee that the Equity Shares shall be allocated/allotted either by our
Company.
10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.
11. In case of Non- Individual Bidders and Individual Bidders, applications would not be rejected except on the technical
grounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries shall have no right to reject
applications, except on technical grounds.
12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should
not in any way be deemed or construed to mean that the compliance with various statutory and other requirements
by our Company and/or the Book Running Lead Manager are cleared or approved by the Stock Exchanges; nor does
it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the
statutory and other requirements nor does it take any responsibility for the financial or other soundness of our
company; our Promoters, our management or any scheme or project of our Company; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this Red Herring Prospectus,
nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Bid / Offer Closing
Date to verify the DP ID and Client ID uploaded in the online IPO system during the Offer Period, after which the
Registrar to the Offer will receive this data from the Stock Exchange and will validate the electronic application
details with Depository’s records. In case no corresponding record is available with Depositories, which matches the
three parameters, namely DP ID, Client ID and PAN, then such applications are liable to be rejected.
14. The SCSBs shall be given one day after the Bid / Offer Closing Date to send confirmation of Funds blocked (Final
certificate) to the Registrar to the Offer.
15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such
details for applications.
BUILD OF THE BOOK
a) Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the
Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This
information may be available with the Book Running Lead Manager at the end of the Bid / Offer Period.
b) Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical
representation of consolidated demand and price as available on the websites of the Stock Exchange may be made
available at the Bidding centres during the Bid / Offer Period.
WITHDRAWAL OF BIDS
a) Individual Investors can withdraw their Bids until Bid / Offer Closing Date. In case a Individual Investors wishes to
withdraw the Bid during the Bid / Offer Period, the same can be done by submitting a request for the same to the
concerned Designated Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in
the ASBA Account.
b) The Registrar to the Offer shall give instruction to the SCSB for unblocking the ASBA Account on the Designated
Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.
PRICE DISCOVERY AND ALLOCATION
a) Based on the demand generated at various price levels, our Company, Selling Shareholder in consultation with the
Book Running Lead Manager, shall finalise the Offer Price and the Anchor Investor Offer Price.
b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of
Bidders in an Offer depending on compliance with the eligibility conditions. Certain details pertaining to the
percentage of Offer size available for allocation to each category is disclosed overleaf of the Bid cum Application
Form and in the Red Herring Prospectus. For details in relation to allocation, the Bidder may refer to the Red Herring
Prospectus.
298c) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other
category or combination of categories at the discretion of the Issuer and the in consultation with the Book Running
Lead Manager and the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations.
Unsubscribed portion in QIB Category is not available for subscription to other categories.
d) In case of under subscription in the Offer, spill-over to the extent of such under-subscription may be permitted from
the Reserved Portion to the Offer. For allocation in the event of an undersubscription applicable to the Issuer, Bidders
may refer to the Red Herring Prospectus.
e) In case if the Individual Investor category is entitled to more than the allocated portion on proportionate basis, the
category shall be allotted that higher percentage.
f) Allocation to Anchor Investors shall be at the discretion of our Company and in consultation with the Book Running
Lead Manager, subject to compliance with the SEBI Regulations.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Offer; it also excludes Bidding by Anchor Investors. Bidders can bid at any
price within the Price Band. For instance, assume a Price Band of ₹20 to ₹24 per share, Offer size of 3,000 Equity Shares
and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below
shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various
investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Offer the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The Issuer, in
consultation with the Book Running Lead Manager, may finalise the Offer Price at or below such Cut-Off Price, i.e., at
or below ₹22.00. All Bids at or above this Offer Price and cut-off Bids are valid Bids and are considered for allocation in
the respective categories.
SIGNING OF UNDERWRITING AGREEMENT AND REGISTERING OF RED HERRING PROSPECTUS /
PROSPECTUS WITH REGISTRAR OF COMPANIES
a) Our Company, Selling Shareholder has entered into an Underwriting Agreement dated January 07, 2025 and
addendum to the Underwriting Agreement dated July 17, 2025.
b) A copy of Red Herring Prospectus will be registered with the Registrar of Companies and copy of Prospectus will
be registered with Registrar of Companies in terms of Section 26, 28 & 32 of Companies Act, 2013.
PRE-OFFER AND PRICE BAND ADVERTISEMENT
Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring Prospectus with
the Registrar of Companies, publish a Pre-Issue and Price Band Advertisement, in the form prescribed bythe SEBI ICDR
Regulations, in (i) English National Newspaper; (ii) Hindi National Newspaper and (iii) Regional Newspaper each with
wide circulation. In the Pre-Issue and Price Band Advertisement, we shall state the Bid Opening Date and the Bid / offer
Closing Date and the floor price or price band along with necessary details subject to regulation 250 of SEBI ICDR
Regulations. 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 Regulations.
ADVERTISEMENT REGARDING OFFER PRICE AND PROSPECTUS
Our Company, Selling Shareholder will issue a statutory advertisement after the filing of the Prospectus with the Registrar
of Companies. This advertisement, in addition to the information that has to be set out in the statutory advertisement,
shall indicate the final derived Offer Price. Any material updates between the date of the Red Herring Prospectus and the
date of Prospectus will be included in such statutory advertisement.
299GENERAL INSTRUCTIONS
Please note that the NIIs are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of Equity
Shares or Bid Amount) at any stage. Individual Investor can revise their Bids during the Bid / Offer period and withdraw
their Bids until Bid / Offer Closing date.
Anchor investors are not allowed to withdraw their Bids after Anchor Investors bidding date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID, Client ID, UPI ID are correct, and the Bidders depository account is
active, as Allotment of the Equity Shares will be in the dematerialized form only;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre;
6. If the first applicant is not the account holder, ensure that the Bid cum Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
7. In case of Joint bids, ensure the 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;
8. QIBs, Non-Institutional Investors and the Individual Investors should submit their Bids through the ASBA process
only. However, pursuant to SEBI circular dated November 01, 2018, Individual Investors may submit their bid by
using UPI mechanism for payment.
9. 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;
10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all your
Bid options;
11. Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process or application forms submitted by Individual
Investors using UPI mechanism for payment, to the respective member of the Syndicate (in the Specified Locations),
the SCSBs, the Registered Broker (at the Broker Centers), the RTA (at the Designated RTA Locations) or CDP (at
the Designated CDP Locations);
12. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain a
revised acknowledgment;
13. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities market, and (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, 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;
14. Ensure that the Demographic Details are updated, true and correct in all respects;
30015. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;
16. 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;
17. Ensure that the category and the investor status is indicated;
18. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents
are submitted;
19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;
20. Bidders should 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 Exchange 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. Where the Bid cum Application Form is submitted in joint names, ensure that the beneficiary
account is also held in the same joint names and such names are in the same sequence in which they appear in the
Bid cum Application Form;
21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid
cum Application Form and the Red Herring Prospectus;
22. Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Bid cum Application Form;
23. Ensure that you have mentioned the details of your own bank account for blocking of fund or your own bank account
linked UPI ID to make application in the Public Offer;
24. Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely manner
for blocking of fund on your account through UPI ID using UPI application;
25. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or have
otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA Account
equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of the Bid;
26. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of
your Bid cum Application Form; and
27. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock invest;
4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only.
5. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
6. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process;
9. Do not Bid for a Bid Amount exceed ₹ 2,00,000.00 (for Applications by Individual Bidders);
30110. Do not fill up the Bid cum Application Form such that the Equity Shares Application 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 the Red Herring
Prospectus;
11. Do not submit the General Index Register number instead of the PAN;
12. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the relevant
ASBA Account;
13. 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 Applicant;
14. 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;
15. 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);
16. Do not submit a Bid by using details of the third party’s bank account or UPI ID which is linked with bank account
of the third party. Kindly note that Bids made using third party bank account or using third party linked bank account
UPI ID are liable for rejection.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
OTHER INSTRUCTIONS FOR THE BIDDERS’ JOINT BIDS
Joint Bids
In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the Depository
account. The name so entered should be the same as it appears in the Depository records. The signature of only such first
Bidders would be required in the Bid cum Application Form / Application Form and such first Bidder would be deemed
to have signed on behalf of the joint holders. All payments may be made out in favour of the Bidder whose name appears
in the Bid cum Application Form or the Revision Form and all communications may be addressed to such Bidder and
may be dispatched to his or her address as per the Demographic Details received from the Depositories.
Multiple Bids
Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum of Bids at
three different price levels in the Bid cum Application Form and such options are not considered as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate, SCSB or
Registered Broker and duplicate copies of Bid\ cum Application Forms bearing the same application number shall be
treated as multiple Bids and are liable to be rejected.
Investor Grievance
In case of any pre-offer or post offer related problems regarding demat credit / refund orders / unblocking etc. the Investors
can contact the Compliance Officer of our Company.
Nomination Facility to Bidders
Nomination facility is available in accordance with the provisions of Section 72 of the Companies Act, 2013. In case of
allotment of the Equity Shares in dematerialized form, there is no need to make a separate nomination as the nomination
registered with the Depository may prevail. For changing nominations, the Bidders should inform their respective DP.
Submission of Bids
a) During the Bid / Offer Period, Bidders may approach any of the Designated Intermediaries to register their Bids.
b) In case of Bidders (excluding NIIs and QIBs) Bidding at cut-off price, the Bidders may instruct the SCSBs to block
Bid Amount based on the Cap Price less Discount (if applicable).
302c) For details of the timing on acceptance and upload of Bids in the Stock Exchange platform Bidders are requested to
refer to the Red Herring Prospectus.
d) Bids at Cut-off price shall not permitted for all category of investors.
e) Downward Modification and cancellation shall not be applicable to any of the category of bidding.
GROUNDS OF TECHNICAL REJECTIONS
Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:
• Amount blocked does not tally with the amount payable for the Equity Shares applied for;
• In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as
such shall be entitled to apply;
• Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;
• PAN not mentioned in the Bid cum Application Form;
• Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;
• GIR number furnished instead of PAN;
• Bid for lower number of Equity Shares than specified for that category of investors;
• Bids at Cut-off Price by NIIs and QIBs;
• Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified
in the Red Herring Prospectus;
• The amounts mentioned in the Bid cum Application Form / Application Form does not tally with the amount payable
for the value of the Equity Shares Bid / Applied for;
• Bids for lower number of Equity Shares than the minimum specified for that category of investors;
• Category not ticked;
• Multiple Bids as defined in the Red Herring Prospectus;
• In case of Bids under power of attorney or by limited companies, corporate, trust etc., where relevant documents are
not submitted;
• Bid accompanied by Stock invest / money order / postal order / cash / cheque / demand draft / pay order;
• Signature of sole Bidder is missing;
• Bid cum Application Forms not delivered by the Bidder within the time prescribed as per the Bid cum Application
Forms, Bid / Offer Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the
Red Herring Prospectus and the Bid cum Application Forms;
• In case no corresponding record is available with the Depositories that matches three parameters namely, names of
the Bidders (including the order of names of joint holders), the Depository Participant‘s identity (DP ID) and the
beneficiary ‘s account numbers.
• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;
• Bid by OCBs;
• Bids by US persons other than in reliance on Regulation S or “qualified institutional buyers” as defined in Rule
144A under the Securities Act.
303• Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form /
Application Form at the time of blocking such Bid Amount in the bank account;
• Bids not uploaded on the terminals of the Stock Exchanges.
• Where no confirmation is received from SCSB for blocking of funds;
• Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the ASBA
Account in the Bid cum Application Form / Application Form. Bids not duly signed by the sole / First Bidder;
• Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;
• Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected;
• Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other
regulatory authority;
• Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws, rules,
regulations, guidelines, and approvals; and
• Details of ASBA Account not provided in the Bid cum Application form.
For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the GID.
BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE
BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF
THE STOCK EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH
PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM
APPLICATION FORM IS LIABLE TO BE REJECTED.
BASIS OF ALLOCATION
• The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of Bidders
in an Offer depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of
Offer size available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the
Red Herring Prospectus. For details in relation to allocation, the Bidder may refer to the Red Herring Prospectus.
• Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other
category or combination of categories at the discretion of the Issuer and in consultation with the Book Running Lead
Manager and the Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed
portion in QIB Category is not available for subscription to other categories.
• In case of under subscription in the offer, spill-over to the extent of such under- subscription may be permitted from
the Reserved Portion to the Offer. For allocation in the event of an under-subscription applicable to the Issuer,
Bidders may refer to the Red Herring Prospectus.
ALLOTMENT PROCEDURE
The Allotment of Equity Shares to Bidders other than Individual Investors and Anchor Investors may be on proportionate
basis. For Basis of Allotment to Anchor Investors, Bidders may refer to Red Herring Prospectus. No Individual Investor
will be Allotted less than the minimum Bid Lot subject to availability of shares in Individual Investor Category and the
remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum
subscription of 90% of the Offer. However, in case the Offer is in the nature of Offer for Sale only, then minimum
subscription may not be applicable.
Flow of Events from the closure of bidding period (T DAY) Till Allotment:
1. On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final
certificates received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process
with the electronic bid details.
3042. RTA identifies cases with mismatch of account number as per bid file / Final Certificate and as per applicant’s bank
account linked to depository demat account and seek clarification from SCSB to identify the applications with third
party account for rejection.
3. Third party confirmation of applications to be completed by SCSBs on T+1 day.
4. RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for their
review/comments.
5. Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
6. The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal of lots wherever
applicable, through a random number generation software.
7. The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned
below:
Process for generating list of allotees: -
a) Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the
ascending order and generate the bucket /batch as per the allotment ratio. For example, if the application number is
78654321 then system reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the
system will create lots of 7. If the drawal of lots provided by Designated Stock Exchange (DSE) is 3 and 5 then the
system will pick every 3rd and 5th application in each of the lot of the category and these applications will be
allotted the shares in that category.
b) In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on
the oversubscription times.
c) In categories where there is undersubscription, the Registrar will do full allotment for all valid applications.
d) On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the fund
transfer letters and advice the SCSBs to debit or unblock the respective accounts.
BASIS OF ALLOTMENT
Allotment will be made in consultation with the National Stock Exchange of India Limited. In the event of
oversubscription, the allotment will be made on a proportionate basis in marketable lots as set forth here:
1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis
i.e. the total number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio
(number of applicants in the category X number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in
marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).
a) For applications where the proportionate allotment works out to less than [●] equity shares the allotment will be
made as follows:
1. Each successful applicant shall be allotted [●] equity shares; and
2. The successful applicants out of the total applicants for that category shall be determined by the drawl of lots
in such a manner that the total number of Shares allotted in that category is equal to the number of Shares worked
out as per (2) above.
b) If the proportionate allotment to an applicant works out to a number that is not a multiple of [●] equity shares,
the applicant would be allotted Shares by rounding off to the nearest multiple of [●] equity shares subject to a
minimum allotment of [●] equity shares.
c) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants
in that category, the balance available Shares for allocation shall be first adjusted against any category, where
the allotted Shares are not sufficient for proportionate allotment to the successful applicants in that category, the
balance Shares, if any, remaining after such adjustment will be added to the category comprising of applicants
applying for the minimum number of Shares. If as a result of the process of rounding off to the nearest multiple
305of [●] equity shares, results in the actual allotment being higher than the shares offered, the final allotment may
be higher at the sole discretion of the Board of Directors, up to 110% of the size of the offer specified under the
Capital Structure mentioned in Prospectus.
d) The above proportionate allotment of shares in an Offer that is oversubscribed shall be subject to the reservation
for small individual applicants as described below:
1. As the individual investor category is entitled to more than fifty percent on proportionate basis, the individual
investors shall be allocated that higher percentage.
2. The balance net offer of shares to the public shall be made available for allotment to
a. Individual applicants other than individual investors and
b. Other investors, including Corporate Bodies/ Institutions irrespective of number of shares applied for.
3. The unsubscribed portion of the net offer to any one of the categories specified in a) or b) shall/may be made
available for allocation to applicants in the other category, if so required.
Note: Pursuant to NSE Circular No. 07/2025 dated June 18, 2025 Individual Investor shall apply for two Lots with
Minimum application size of above Rs. 2,00,00 and Qualified Institutional Buyers (QIBs) & Non-Institutional Investors
(NIIs) shall apply for more than two lots.
Investors may note that in case of over subscription allotment shall be on proportionate basis and will be finalized in
consultation with National Stock Exchange of India Limited.
The Executive Director / Managing Director of National Stock Exchange of India Limited – the Designated Stock
Exchange in addition to BRLM and Registrar to the Public Offer shall be responsible to ensure that the basis of allotment
is finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations.
a) For Individual Investors
Bids received from the Individual Investors at or above the Offer Price shall be grouped together to determine the total
demand under this category. The Allotment to all the successful Individual Investors will be made at the Offer Price.
The Offer size less Allotment to Non-Institutional Investors and QIB Bidders shall be available for Allotment to
Individual Investors who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate
demand in this category is less than or equal to [●] Equity Shares at or above the Offer Price, full Allotment shall be made
to the Individual Investors to the extent of their valid Bids.
If the aggregate demand in this category is greater than [●] Equity Shares at or above the Offer Price, the Allotment shall
be made on a proportionate basis up to a minimum of Equity Shares and in multiples of [●] Equity Shares thereafter. For
the method of proportionate Basis of Allotment, refer below.
b) For Non-Institutional Investors
Bids received from Non-Institutional Investors at or above the Offer Price shall be grouped together to determine the total
demand under this category. The Allotment to all successful Non- Institutional Bidders will be made at the Offer Price.
The Offer size less Allotment to QIBs and Individual Investors shall be available for Allotment to Non- Institutional
Investors who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in
this category is less than or equal to [●] Equity Shares at or above the Offer Price, full Allotment shall be made to Non-
Institutional Investors to the extent of their demand.
In case the aggregate demand in this category is greater than [●] Equity Shares at or above the Offer Price, Allotment
shall be made on a proportionate basis up to a minimum of [●] Equity Shares and in multiples of [●] Equity Shares
thereafter. For the method of proportionate Basis of Allotment refer below.
c) For QIBs
For the Basis of Allotment to Anchor Investors, Bidders / Applicants may refer to the SEBI ICDR Regulations or Red
Herring Prospectus / Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or
above the Offer Price may be grouped together to determine the total demand under this category. The QIB Category may
306be available for Allotment to QIBs who have Bid at a price that is equal to or greater than the Offer Price. Allotment may
be undertaken in the following manner: Allotment shall be undertaken in the following manner:
a) In the first instance allocation to Mutual Funds for [●] % of the QIB Portion shall be determined as follows:
• In the event that Bids by Mutual Fund exceeds [●] % of the QIB Portion, allocation to Mutual Funds shall be done
on a proportionate basis for [●] % of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than [●] % of the QIB Portion then all Mutual
Funds shall get full Allotment to the extent of valid Bids received above the Offer Price.
• Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all
QIB Bidders as set out in (b) below;
b) In the second instance Allotment to all QIBs shall be determined as follows:
• In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Offer
Price shall be allotted Equity Shares on a proportionate basis, upto a minimum of [●] Equity Shares and in multiples
of [●] Equity Shares thereafter for [●] % of the QIB Portion.
• Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by
them, are eligible to receive Equity Shares on a proportionate basis, upto a minimum of [●] Equity Shares and in
multiples of [●] Equity Shares thereafter, along with other QIB Bidders.
• Under-subscription below [●] % of the QIB Portion, if any, from Mutual Funds, would be included for allocation to
the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be more
than [●] Equity Shares.
d) ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)
a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the discretion of
the Issuer, in consultation with the Book Running Lead Manager, subject to compliance with the following
requirements:
i) not more than 60% of the QIB Portion will be allocated to Anchor Investors;
ii) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor
Investors; and
iii) allocation to Anchor Investors shall be on a discretionary basis and subject to:
• a maximum number of two Anchor Investors for allocation up to ₹2 crores;
• a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation of more
than ₹2 crores and up to ₹25 crores subject to minimum allotment of ₹1 crores per such Anchor Investor; and
• in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a maximum of 15 such
investors for allocation up to twenty-five crore rupees and an additional 10 such investors for every additional
twenty-five crore rupees or part thereof, shall be permitted, subject to a minimum allotment of one crore rupees per
such investor.
b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from
Anchor Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the Book
Running Lead Manager, selected Anchor Investors will be sent a CAN and if required, a revised CAN.
c) In the event that the Offer Price is higher than the Anchor Investor Allocation Price:
Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares
allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then
required to pay any additional amounts, being the difference between the Offer Price and the Anchor Investor Allocation
307Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment
Advice will be issued to such Anchor Investors.
d) In the event the Offer Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
e) Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Offer:
In the event of the Offer Being Over-Subscribed, the Issuer may finalise the Basis of Allotment in consultation with the
NSE Emerge (The Designated Stock Exchange). The allocation may be made in marketable lots on proportionate basis
as set forth hereunder:
a) The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis
i.e., the total number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio
(number of Bidders in the category multiplied by number of Shares applied for).
b) The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis in
marketable lots (i.e., Total number of Shares applied for into the inverse of the over subscription ratio).
c) For Bids where the proportionate allotment works out to less than [●] equity shares the allotment will be made as
follows:
• Each successful Bidder shall be allotted [●] equity shares; and
• The successful Bidder out of the total bidders for that category shall be determined by draw of lots in such a
manner that the total number of Shares allotted in that category is equal to the number of Shares worked out as
per (b) above.
d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of [●] equity shares, the Bidder
would be allotted Shares by rounding off to the nearest multiple of [●] equity shares subject to a minimum allotment
of [●] equity shares.
e) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Bidders in that
category, the balance available Shares or allocation shall be first adjusted against any category, where the allotted
Shares are not sufficient for proportionate allotment to the successful Bidder in that category, the balance Shares, if
any, remaining after such adjustment will be added to the category comprising Bidder applying for the minimum
number of Shares. If as a result of the process of rounding off to the nearest multiple of [●] Equity Shares, results
in the actual allotment being higher than the shares offered, the final allotment may be higher at the sole discretion
of the Board of Directors, up to 110% of the size of the Offer specified under the Capital Structure mentioned in
this Red Herring Prospectus.
Individual Investor' means an Investor who applies for two lots with minimum application size of above Rs 2 lakhs.
Investors may note that in case of over subscription allotment shall be on proportionate basis and will be finalized in
consultation with NSE.
The Executive Director / Managing Director of National Stock Exchange of India Limited - the Designated Stock
Exchange in addition to Book Running Lead Manager and Registrar to the Public Offer shall be responsible to ensure
that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations.
ISSUANCE OF ALLOTMENT ADVICE
1. Upon approval of the Basis of Allotment by the Designated Stock Exchange.
2. On the basis of approved Basis of Allotment, the Offer shall pass necessary corporate action to facilitate the
allotment and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the
Equity Shares that may be allotted to them pursuant to the offer.
The Book Running Lead Manager or the Registrar to the Offer will dispatch an Allotment Advice to their Bidders
who have been allocated Equity Shares in the Offer. The dispatch of Allotment Advice shall be deemed a valid,
binding and irrevocable contract for the Allotment to such Bidder.
3083. Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
Bidders Depository Account within 2 working days of the Offer Closing date. The Issuer also ensures the credit of
shares to the successful Bidders Depository Account is completed within one working Day from the date of
allotment, after the funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.
DESIGNATED DATE
On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public
Issue Account with the Bankers to the Issue.
The Company will issue and dispatch letters of allotment / or letters of regret along with refund order or credit the allotted
securities to the respective beneficiary accounts, if any within a period of 2 working days of the Bid / Offer Closing Date.
The Company will intimate the details of allotment of securities to Depository immediately on allotment of securities
under relevant provisions of the Companies Act, 2013 or other applicable provisions, if any
INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM
The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in
ENGLISH only in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications
not so made are liable to be rejected. Applications made using a third-party bank account or using third party UPI ID
linked bank account are liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated
Intermediaries. ASBA Bid Cum Application Forms, which do not bear the stamp of the Designated Intermediaries, will
be rejected.
SEBI vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors
to submit Bid Cum Application Forms in public issues using the stock broker (broker) network of Stock Exchanges, who
may not be syndicate members in an issue with effect from January 01, 2013. The list of Broker Centre is available on
the websites of BSE i.e., www.bseindia.com and National Stock Exchange of India Limited i.e., www.nseindia.com .
With a view to broad base the reach of Investors by substantial, enhancing the points for submission of applications, SEBI
vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 has permitted Registrar to the Offer and
Share Transfer Agent and Depository Participants registered with SEBI to accept the Bid Cum Application Forms in
Public Issue with effect front January 01, 2016. The List of ETA and DPs centres for collecting the application shall be
disclosed is available on the website of National Stock Exchange of India Limited i.e., www.nseindia.com
BIDDER’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid Cum
Application Form is mandatory and applications that do not contain such details are liable to be rejected.
Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered
into the Stock Exchange online system, the Registrar to the Offer will obtain front the Depository the demographic details
including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as 'Demographic
Details'). These Demographic Details would be used for all correspondence with the Bidders including mailing of the
Allotment Advice. The Demographic Details given by Bidders in the Bid Cum Application Form would not be used for
any other purpose by the Registrar to the Issue.
By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to provide,
upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
SUBMISSION OF BID CUM APPLICATION FORM
All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid
intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil
or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form, in
physical or electronic mode, respectively.
COMMUNICATIONS
All future communications in connection with Applications made in this Offer should be addressed to the Registrar to the
Offer quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account
Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated
Intermediary where the Application was submitted thereof and a copy of the acknowledgement slip.
309Investors can contact the Compliance Officer or the Registrar to the Offer in case of any pre-Offer or post Offer related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.
DISPOSAL OF APPLICATION AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY
The Company shall ensure the dispatch of Allotment advice and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of
date of Allotment of Equity Shares.
The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at NSE EMERGE where the Equity Shares are proposed to be listed are taken within 3 (Three)
working days from Offer Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company
further undertakes that:
1. Allotment and Listing of Equity Shares shall be made within 3 (Three) working days of the Offer Closing Date;
2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 2(Two) working days of the
Offer Closing Date, would be ensured; and
3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application
money, with interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law.
Further, in accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may
be punishable with fine and / or imprisonment in such a case.
RIGHT TO REJECT APPLICATIONS
In case of QIB Bidders, the Company, Selling Shareholder in consultation with the Book Running Lead Manager may
reject Applications provided that the reasons for rejecting the same shall be provided to such Bidder in writing. In case
of Non-Institutional Investors, Individual Investors who applied, the Company has a right to reject Applications based on
technical grounds.
IMPERSONATION
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:
“Any person who—
(a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) Makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
UNDERTAKINGS BY OUR COMPANY
We undertake as follows:
1. That the complaints received in respect of the Offer shall be attended expeditiously and satisfactorily;
2. That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading
on Stock Exchange where the Equity Shares are proposed to be listed within six working days from Offer Closure
date.
3. That if the Company do not proceed with the Offer, the reason thereof shall be given as a public notice to be issued
by our Company within two days of the Offer Closing Date. The public notice shall be issued in the same newspapers
310where the pre-Issue advertisements were published. The stock exchange on which the Equity Shares are proposed
to be listed shall also be informed promptly;
4. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered
post or speed post shall be made available to the Registrar and Share Transfer Agent to the Offer by our Company;
5. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within 3 (three) Working Days from the Offer Closing Date, giving details of the bank
where refunds shall be credited along with amount and expected date of electronic credit of refund;
6. That our Promoters’ contribution in full has already been brought in;
7. That no further Issue of Equity Shares shall be made till the Equity Shares Issued through the Prospectus are listed
or until the Application monies are refunded on account of non-listing, undersubscription etc.;
8. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while finalizing
the Basis of Allotment;
9. If our Company does not proceed with the Offer after the Bid / Offer Opening Date but before allotment, then the
reason thereof shall be given as a public notice to be issued by our Company within two days of the Bid / Offer
Closing Date. The public notice shall be issued in the same newspapers where the Pre-Issue advertisements were
published. The stock exchange on which the Equity Shares are proposed to be listed shall also be informed promptly;
10. If our Company withdraws the Offer after the Bid / Offer Closing Date, our Company shall be required to file a
fresh Red Herring Prospectus with the Stock exchange / Registrar of Companies / SEBI, in the event our Company
subsequently decides to proceed with the Offer;
11. If allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded / unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI Regulations
and applicable law for the delayed period.
UNDERTAKINGS BY THE SELLING SHAREHOLDER
Each Selling Shareholder severally and not jointly, in respect of itself as a Selling Shareholder and its portion of the
Equity Shares offered by it in the Offer, undertakes the following in respect of itself and its respective portion of the
Offered Shares:
i. its Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the SEBI ICDR
Regulations;
ii. it shall provide reasonable cooperation to our Company in relation to the Offered Shares, (a) for the completion of
the necessary formalities for listing and commencement of trading at the Stock Exchanges, and/ or (b) refund orders
(if applicable);
iii. that it shall provide such reasonable assistance to our Company and the BRLMs in redressal of such investor
grievances that pertain to the respective portion of the Offered Shares;
iv. it shall deposit its portion of Offered Shares in an escrow demat account in accordance with the Share Escrow
Agreement;
v. it is the legal and beneficial owner of the Offered Shares that such Offered Shares shall be transferred in the Offer,
free from liens, charges and encumbrances; and
vi. it shall not have recourse to the proceeds of the Offer, which shall be held in escrow in its favour, until the final
approval for listing and trading of the Equity Shares from the Stock Exchanges where listing is sought has been
received.
UTILIZATION OF OFFER PROCEEDS
The Board of Directors of our Company and the Selling Shareholder certifies that:
3111. All monies received out of the Offer shall be credited / transferred to a separate bank account other than the bank
account referred to in sub section (3) of Section 40 of the Companies Act 2013;
2. Details of all monies utilized out of the Offer referred above shall be disclosed and continue to be disclosed till the
time any part of the Offer proceeds remains unutilized, under an appropriate head in our balance sheet of our
company indicating the purpose for which such monies have been utilized.
3. Details of all unutilized monies out of the Offer, if any shall be disclosed under the appropriate separate head in the
balance sheet of our company indicating the form in which such unutilized monies have been invested and
4. Our Company, Selling Shareholder shall comply with the requirements of SEBI Listing Regulations, 2015 in relation
to the disclosure and monitoring of the utilization of the proceeds of the Offer.
5. Our Company, Selling Shareholder shall not have recourse to the Offer Proceeds until the approval for listing and
trading of the Equity Shares from the Stock Exchange where listing is sought has been received.
6. The Book Running Lead Manager undertakes that the complaints or comments received in respect of the Offer shall
be attended by our Company expeditiously and satisfactorily.
EQUITY SHARES IN DEMATERIALIZED FORM WITH NATIONAL SECURITIES DEPOSITORY
LIMITED OR CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED:
To enable all shareholders of our Company to have their shareholding in electronic form, the Company has signed the
following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a) Tripartite Agreement dated June 25, 2024 between National Securities Depository Limited, our Company and
Registrar to the Issue; and
b) Tripartite Agreement July 15, 2024 between Central Depository Services (India) Limited, our Company and
Registrar to the Issue.
c) The Company's equity shares bear an International Securities Identification Number INE0YDV01010
312RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy, 1991 prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates
the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted,
foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals,
but the foreign investor is required to follow certain prescribed procedures for making such investment. The government
bodies responsible for granting foreign investment approvals are the Reserve Bank of India (“RBI”) and Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (“DIPP”).
The Government of India has from time to time made policy pronouncements on FDI through press notes and press
releases. The DPIIT issued the Consolidated Foreign Direct Investment Policy notified by the DPIIT File No. 5(2) / 2020-
FDI Policy dated October 15, 2020, with effect from October 15, 2020 (the “FDI Policy”), which consolidates and
supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT or the DPIIT that were
in force and effect prior to October 15, 2020. The Government of India proposes to update the consolidated circular on
FDI Policy once every year and therefore, the FDI Policy will be valid until the DPIIT issues an updated circular.
The RBI also issues Master Circular on Foreign Investment in India every year. Presently, FDI in India is being governed
by Master Circular on Foreign Investment dated July 01, 2015, as updated from time to time by RBI and Master Direction–
Foreign Investment in India (updated up to March 08, 2019). In terms of the Master Circular, an Indian company may
issue fresh shares to people resident outside India (who is eligible to make investments in India, for which eligibility
criteria are as prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under
the Master Circular and Master Direction. The Indian company making such fresh issue of shares would be subject to the
reporting requirements, inter-alia with respect to consideration for issue of shares and also subject to making certain
filings including filing of Form FC-GPR.
In case of investment in sectors through Government Route, approval from competent authority as mentioned in Section
4 of the FDI Policy 2020 has to be obtained. The transfer of shares between an Indian resident to a non-resident does not
require the prior approval of the RBI, subject to fulfilment of certain conditions as specified by DIPP / RBI, from time to
time.
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 Reserve bank of India, from time to time.
Investors are advised to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or
sale transaction in the Equity Shares of our Company. Investors will not offer, sell, pledge, or transfer the Equity Shares
of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company,
the Underwriters and their respective directors, officers, agents, affiliates, and representatives, as applicable, accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our
Company.
In terms of the FEMA NDI Rules, a person resident outside India may make investments into India, subject to certain
terms and conditions, and provided that an entity of a country, which shares land border with India or the beneficial owner
of an investment into India who is situated in or is a citizen of any such country, shall invest only with government
approval.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that
(i) the activities of the investee company are under the automatic route under the foreign direct investment policy and
transfer does not attract the provisions of the Takeover Regulations;
(ii) the non-resident shareholding is within the sectoral limits under the FDI policy; and
(iii) the pricing is in accordance with the guidelines prescribed by the SEBI / RBI.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020,
any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border
with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country
(“Restricted Investors”), will require prior approval of the Government, as prescribed in the Consolidated FDI Policy and
the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an
313entity 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. Furthermore, on April
22, 2020, the Ministry of Finance, Government of India has also made a similar amendment to the FEMA Rules. Pursuant
to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or
fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated
as the beneficial owner of the investments of such bank of fund in India. Each Bidder should seek independent legal
advice about its ability to participate in the Offer. In the event such prior approval of the Government of India is required,
and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing
about such approval along with a copy thereof within the Offer Period.
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 Reserve bank of India, from time to time.
Investors are advised to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or
sale transaction in the Equity Shares of our Company. Investors will not offer, sell, pledge or transfer the Equity Shares
of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company,
the Underwriters and their respective directors, officers, agents, affiliates and representatives, as applicable, accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our
Company.
INVESTMENT CONDITIONS / RESTRICTIONS FOR OVERSEAS ENTITIES
Under the current FDI Policy 2020, the maximum amount of Investment (sectoral cap) by foreign investor in an issuing
entity is composite unless it is explicitly provided otherwise including all types of foreign investments, direct and indirect,
regardless of whether it has been made for FDI, FPI, NRI / OCI, LLPs, FVCI, Investment Vehicles and DRs under Foreign
Exchange Management. (Non-debt Instruments) Rules, 2019. Any equity holding by a person resident outside India
resulting from conversion of any debt instrument under any arrangement shall be reckoned as foreign investment under
the composite cap.
Portfolio Investment upto aggregate foreign investment level of 49% or sectoral / statutory cap, whichever is lower, will
not be subject to either Government approval or compliance of sectoral conditions, if such investment does not result in
transfer of ownership and / or control of Indian entities from resident Indian citizens to non-resident entities. Other foreign
investments will be subject to conditions of Government approval and compliance of sectoral conditions as per FDI
Policy. The total foreign investment, direct and indirect, in the issuing entity will not exceed the sectoral / statutory cap.
INVESTMENT BY FPIS UNDER PORTFOLIO INVESTMENT SCHEME (PIS)
With regards to purchase / sale of capital instruments of an Indian company by an FPI under PIS the total holding by each
FPI or an investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10% of the total paid-up equity
capital 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 shall not exceed 24% of paid-
up equity capital on fully diluted basis or paid-up value of each series of debentures or preference shares or share warrants.
The said limit of 10% and 24% will be called the individual and aggregate limit, respectively. However, this limit of 24%
may be increased up to sectoral cap / statutory ceiling, as applicable, by the Indian company concerned by passing a
resolution by its Board of Directors followed by passing of a special resolution to that effect by its general body.
INVESTMENT BY NRI OR OCI ON REPATRIATION BASIS
The purchase/sale of equity shares, debentures, preference shares and share warrants issued by an Indian company
(hereinafter referred to as “Capital Instruments”) of a listed Indian company on a recognised stock exchange in India by
Non-Resident Indian (NRI) or Overseas Citizen of India (OCI) on repatriation basis is allowed subject to certain
conditions under Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
The total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity capital on a fully diluted
basis or should not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants
issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total
paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures
or preference shares or share warrants; 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.
INVESTMENT BY NRI OR OCI ON NON-REPATRIATION BASIS
As per current FDI Policy 2020, Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Purchase / sale of
Capital Instruments or convertible notes or units or contribution to the capital of an LLP by a NRI or OCI on non-
314repatriation basis – will be deemed to be domestic investment at par with the investment made by residents. This is further
subject to remittance channel restrictions.
The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“US
Securities Act”) or any other state securities laws in the United States of America and may not be sold or offered within
the United States of America, or to, or for the account or benefit of “US Persons” as defined in Regulation S of the U.S.
Securities Act, except pursuant to exemption from, or in a transaction not subject to, the registration requirements of US
Securities Act and applicable state securities laws.
Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore
transaction in reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction where
those offers, and sale occur.
Further, no offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and
implementing measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the Offer in any
member State of the European Economic Area which has implemented the Prospectus Directive except for any such offer
made under exemptions available under the Prospectus Directive, provided that no such offer shall result in a requirement
to publish or supplement a prospectus pursuant to the Prospectus Directive, in respect of the Offer.
Any forwarding, distribution or reproduction of this document in whole or in part may be unauthorised. Failure to comply
with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any
investment decision should be made on the basis of the final terms and conditions and the information contained in this
Red Herring Prospectus.
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 Application may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Applicants. Our Company and the Book Running Lead Managers
are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of this Red Herring Prospectus. Applicants are advised to make their independent investigations and ensure that
the Applications are not in violation of laws or regulations applicable to them and do not exceed the applicable limits
under the laws and regulations.
315SECTION XII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association
of our Company. The main provisions of the Articles of Association of our Company are detailed below. No material
clause of the Articles of Association having a bearing on the Offer, or the disclosures has been omitted.
THE COMPANIES ACT 2013
(Incorporated under Companies Act, 2013)
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
ARC Insulation & Insulators Limited
(Formerly Known as ARC Insulation & Insulators Private Limited)
Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the Main provisions of the Articles
of Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and Transmission of equity
shares or debentures, their consolidation or splitting are as provided below. Each provision below is numbered as per the
corresponding article number in the articles of association and defined terms herein have the meaning given to them in
the Articles of Association.
1. No regulation contained in Table “F” in the First Schedule to Companies Act, 2013 shall Table F Applicable
apply to this Company but the regulations for the Management of the Company and for
the observance of the Members thereof and their representatives shall be as set out in the
relevant provisions of the Companies Act, 2013 and subject to any exercise of the
statutory powers of the Company with reference to the repeal or alteration of or addition
to its regulations by Special Resolution as prescribed by the said Companies Act, 2013
be such as are contained in these Articles unless the same are repugnant or contrary to
the provisions of the Companies Act, 2013 or any amendment thereto.
Interpretation Clause
2. In the interpretation of these Articles the following expressions shall have the
following meanings unless repugnant to the subject or context:
(a) "The Act" means the Companies Act, 2013 and includes any statutory modification Act
or re- enactment thereof for the time being in force.
(b) “These Articles" means Articles of Association for the time being in force or as may Articles
be altered from time to time vide Special Resolution.
(c) “Auditors" means and includes those persons appointed as such for the time being of Auditors
the Company.
(d) "Capital" means the share capital for the time being raised or authorized to be raised Capital
for the purpose of the Company.
(e) “The Company” shall mean ‘ARC INSULATION & INSULATORS LIMITED’
(f) “Executor” or “Administrator” means a person who has obtained a probate or letter of Executor or
administration, as the case may be from a Court of competent jurisdiction and shall Administrator
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.
(g) "Legal Representative" means a person who in law represents the estate of a deceased Legal
Member. Representative
(h) Words importing the masculine gender also include the feminine gender. Gender
(i) "In Writing" and “Written" includes printing lithography and other modes of In Writing and
representing or reproducing words in a visible form. Written
(j) The marginal notes hereto shall not affect the construction thereof. Marginal notes
(k) “Meeting” or “General Meeting” means a meeting of members. Meeting or
General Meeting
(l) "Month" means a calendar month. Month
(m) "Annual General Meeting" means a General Meeting of the Members held in Annual General
accordance with the provision of section 96 of the Act. Meeting
(n) "Extra-Ordinary General Meeting" means an Extraordinary General Meeting of the Extra-Ordinary
Members duly called and constituted and any adjourned holding thereof. General Meeting
(o) “National Holiday” means and includes a day declared as National Holiday by the National Holiday
Central Government.
316(p) “Non-retiring Directors” means a director not subject to retirement by rotation. Non-retiring
Directors
(q) "Office” means the registered Office for the time being of the Company. Office
(r) “Ordinary Resolution” and “Special Resolution” shall have the meanings assigned Ordinary and
thereto by Section 114 of the Act. Special Resolution
(s) “Person" shall be deemed to include corporations and firms as well as individuals. Person
(t) “Proxy” means an instrument whereby any person is authorized to vote for a member Proxy
at General Meeting or Poll and includes attorney duly constituted under the power of
attorney.
(u) “The Register of Members” means the Register of Members to be kept pursuant to Register of
Section 88(1) (a) of the Act. Members
(v) "Seal" means the common seal for the time being of the Company. Seal
(w) Words importing the Singular number include where the context admits or requires the Singular number
plural number and vice versa.
(x) “The Statutes” means the Companies Act, 2013 and every other Act for the time being Statutes
in force affecting the Company.
(y) “These presents” means the Memorandum of Association and the Articles of These presents
Association as originally framed or as altered from time to time.
(z) “Variation” shall include abrogation; and “vary” shall include abrogate. Variation
(aa) “Year” means the “Financial Year” shall have the meaning assigned thereto by Section Year and
2(41) of the Act. Financial Year
Save as aforesaid any words and expressions contained in these Articles shall bear the Expressions in
same meanings as in the Act or any statutory modifications thereof for the time being the Act to bear the
in force. same meaning in
Articles
CAPITAL
3. The Authorized Share Capital of the Company shall be such amount as may be mentioned Authorized
in Clause V of Memorandum of Association of the Company from time to time. Capital.
4. The Company may in General Meeting from time to time by Ordinary Resolution Increase of
increase its capital by creation of new Shares which may be unclassified and may be capital by the
classified at the time of issue in one or more classes and of such amount or amounts as Company how
may be deemed expedient. The new Shares shall be issued upon such terms and carried into effect
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.
5. Except so far as otherwise provided by the conditions of issue or by these Presents, any New Capital
capital raised by the creation of new Shares shall be considered as part of the existing same as existing
capital, and shall be subject to the provisions herein contained, with reference to the capital
payment of calls and installments, forfeiture, lien, surrender, transfer and transmission,
voting and otherwise.
6. The Board shall have the power to issue a part of authorized capital by way of non-voting Non-Voting Shares
Shares at price(s) premia, dividends, eligibility, volume, quantum, proportion and other
terms and conditions as they deem fit, subject however to provisions of law, rules,
regulations, notifications and enforceable guidelines for the time being in force.
7. Subject to the provisions of the Act and these Articles, the Board of Directors may issue Redeemable
redeemable preference shares to such persons, on such terms and conditions and at such Preference
times as Directors think fit either at premium or at par, and with full power to give any Shares
person the option to call for or be allotted shares of the company either at premium or
at par, such option being exercisable at such times and for such consideration as the Board
thinks fit.
8. The holder of Preference Shares shall have a right to vote only on Resolutions, which Voting rights of
directly affect the rights attached to his Preference Shares. preference
shares
3179. On the Offer of redeemable preference shares under the provisions of Article 7 hereof, Provisions to
the following provisions-shall take effect: apply on issue of
(a) No such Shares shall be redeemed except out of profits of which would otherwise be Redeemable
available for dividend or out of proceeds of a fresh issue of shares made for the Preference
purpose of the redemption; Shares
(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 55of the Act apply as if the Capital Redemption Reserve
Account were paid-up share capital of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the redemption of preference shares
hereunder may be effected in accordance with the terms and conditions of their issue
and in the absence of any specific terms and conditions in that behalf, in such manner
as the Directors may think fit. The reduction of Preference Shares under the provisions
by the Company shall not be taken as reducing the amount of its Authorized Share
Capital
10. The Company may (subject to the provisions of sections 52, 55, 66, both inclusive, and Reduction of
other applicable provisions, if any, of the Act) from time to time by Special Resolution capital
reduce
(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account
In any manner for the time being, authorized by law and in particular capital may be paid
off on the footing that it may be called up again or otherwise. This Article is not to
derogate from any power the Company would have, if it were omitted.
11. Any debentures, debenture-stock or other securities may be issued at a discount, premium Debentures
or otherwise and may be issued on condition that they shall be convertible into shares of
any denomination and with any privileges and conditions as to redemption, surrender,
drawing, allotment of shares, attending (but not voting) at the General Meeting,
appointment of Directors and otherwise. Debentures with the right to conversion into
or allotment of shares shall be issued only with the consent of the Company in the
General Meeting by a Special Resolution.
12. The Company may exercise the powers of issuing sweat equity shares conferred by Issue of Sweat
Section 54 of the Act of a class of shares already issued subject to such conditions as Equity Shares
may be specified in that sections and rules framed thereunder.
13. The Company may issue shares to Employees including its Directors other than ESOP
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.
14. Notwithstanding anything contained in these articles but subject to the provisions of Buy Back of
sections 68 to 70 and any other applicable provision of the Act or any other law for the shares
time being in force, the company may purchase its own shares or other specified
securities.
15. Subject to the provisions of Section 61of the Act, the Company in general meeting may, Consolidation,
from time to time, sub-divide or consolidate all or any of the share capital into shares of Sub-Division
larger amount than its existing share or sub-divide its shares, or any of them into shares And
of smaller amount than is fixed by the Memorandum; subject nevertheless, to the Cancellation
provisions of clause (d) of sub-section (1) of Section 61; Subject as aforesaid the
Company in general meeting may also cancel shares which have not been taken or agreed
to be taken by any person and diminish the amount of its share capital by the amount of
the shares so cancelled.
16. Subject to compliance with applicable provision of the Act and rules framed Issue of
thereunder the company shall have power to issue depository receipts in any foreign Depository
country. Receipts
31817. Subject to compliance with applicable provision of the Act and rules framed Issue of
thereunder the company shall have power to issue any kind of securities as permitted Securities
to be issued under the Act and rules framed thereunder.
MODIFICATION OF CLASS RIGHTS
18. (a) If at any time the share capital, by reason of the Offer of Preference Shares or otherwise Modification of
is divided into different classes of shares, all or any of the rights privileges attached to rights
any class (unless otherwise provided by the terms of issue of the shares of the class)
may, subject to the provisions of Section 48 of the Act and whether or not the Company
is being wound-up, be varied, modified or dealt, with the consent in writing of the
holders of not less than three- fourths of the issued shares of that class or with the
sanction of a Special Resolution passed at a separate general meeting of the holders of
the shares of that class. The provisions of these Articles relating to general meetings
shall mutatis mutandis apply to every such separate class of meeting. Provided that if
variation by one class of shareholders affects the rights of any other class of
shareholders, the consent of three-fourths of such other class of shareholders shall also
be obtained and the provisions of this section shall apply to such variation.
(b) The rights conferred upon the holders of the Shares including Preference Share, if any) New Issue of
of any class issued with preferred or other rights or privileges shall, unless otherwise Shares not to
expressly provided by the terms of the Offer of shares of that class, be deemed not to affect rights
be modified, commuted, affected, abrogated, dealt with or varied by the creation or attached to
issue of further shares ranking pari-passu therewith. existing shares
of that class.
19. Subject to the provisions of Section 62 of the Act and these Articles, the shares in the Shares at the
capital of the company for the time being shall be under the control of the Directors who disposal of the
may issue, allot or otherwise dispose of the same or any of them to such persons, in Directors.
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 whatsoever including Power to issue
by way of a preferential offer, to any persons whether or not those persons include the shares on
persons referred to in clause (a) or clause (b) of sub-section (1) of section 62 subject to preferential
compliance with section 42 and 62 of the Act and rules framed thereunder. basis.
21. The shares in the capital shall be numbered progressively according to their several Shares should be
denominations, and except in the manner herein before mentioned no share shall be sub- Numbered
divided. Every forfeited or surrendered share shall continue to bear the number by which progressively
the same was originally distinguished. and no share to
be subdivided.
22. An application signed by or on behalf of an applicant for shares in the Company, Acceptance of
followed by an allotment of any shares therein, shall be an acceptance of shares within Shares.
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 may allot and issue Directors may
shares in the Capital of the Company as payment or part payment for any property allot shares as
(including goodwill of any business) sold or transferred, goods or machinery supplied or full paid-up
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 shares being made by Deposit and call
them, require or direct to be paid by way of deposit, call or otherwise, in respect of any etc. to be a debt
shares allotted by them shall become a debt due to and recoverable by the Company from payable
the allottee thereof, and shall be paid by him, accordingly. immediately.
31925. Every Member, or his heirs, executors, administrators, or legal representatives, shall pay Liability of
to the Company the portion of the Capital represented by his share or shares which may, Members.
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.
26. Shares may be registered in the name of any limited company or other corporate body Registration of
but not in the name of a firm, an insolvent person or a person of unsound mind. Shares.
RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON
ALLOTMENT
27. The Board shall observe the restrictions as regards allotment of shares to the public,
and as regards return on allotments contained in Sections 39 of the Act
CERTIFICATES
28. (a) Every member shall be entitled, without payment, to one or more certificates in Share
marketable lots, for all the shares of each class or denomination registered in his name, Certificates.
or if the Directors so approve (upon paying such fee as provided in the relevant
laws) to several certificates, each for one or more of such shares and the company
shall complete and have ready for delivery such certificates within two months from
the date of allotment, unless the conditions of issue thereof otherwise provide, or
within one month of the receipt of application for registration of transfer,
transmission, sub-division, consolidation or renewal of any of its shares as the case
may be. Every certificate of shares shall be under the seal of the company and shall
specify the number and distinctive numbers of shares in respect of which it is issued
and amount paid-up thereon and shall be in such form as the directors may prescribe
or approve, provided that in respect of a share or shares held jointly by several
persons, the company shall not be bound to issue more than one certificate and
delivery of a certificate of shares to one of several joint holders shall be sufficient
delivery to all such holder. Such certificate shall be issued only in pursuance of a
resolution passed by the Board and on surrender to the Company of its letter of
allotment or its fractional coupons of requisite value, save in cases of issues against
letter of acceptance or of renunciation or in cases of issue of bonus shares. Every such
certificate shall be issued under the seal of the Company, which shall be affixed in
the presence of two Directors or persons acting on behalf of the Directors under a
duly registered power of attorney and the Secretary or some other person appointed
by the Board for the purpose and two Directors or their attorneys and the Secretary or
other person shall sign the share certificate, provided that if the composition of the
Board permits of it, at least one of the aforesaid two Directors shall be a person other
than a Managing or whole-time Director. Particulars of every share certificate issued
shall be entered in the Register of Members against the name of the person, to whom
it has been issued, indicating the date of issue.
(b) Any two or more joint allottees of shares shall, for the purpose of this Article, be
treated as a single member, and the certificate of any shares which may be the subject
of joint ownership, may be delivered to anyone of such joint owners on behalf of all
of them. For any further certificate the Board shall be entitled, but shall not be bound,
to prescribe a charge not exceeding 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.
(d) When a new Share certificate has been issued in pursuance of the preceding clause
of this Article, it shall state on the face of it and against the stub or counterfoil to the
effect that it is ―”Issued in lieu of Share Certificate No.......... sub-
divided/replaced/on consolidation of Shares”.
29. If any certificate be worn out, defaced, mutilated or torn or if there be no further space Issue of new
on the back thereof for endorsement of transfer, then upon production and surrender certificates in
thereof to the Company, a new Certificate may be issued in lieu thereof, and if any place of those
certificate lost or destroyed then upon proof thereof to the satisfaction of the company defaced, lost or
and on execution of such indemnity as the company deem adequate, being given, a new destroyed.
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
320certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue
of new certificates in replacement of those which are old, defaced or worn out or where
there is no further space on the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply with such
Rules or Regulation or requirements of any Stock Exchange or the Rules made under the
Act or the rules made under Securities Contracts (Regulation) Act, 1956, or any other
Act, or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to debentures of the Company.
30. (a) If any share stands in the names of two or more persons, the person first named in The first named
the Register shall as regard receipts of dividends or bonus or service of notices and joint holder
all or any other matter connected with the Company except voting at meetings, and deemed Sole
the transfer of the shares, be deemed sole holder thereof but the joint-holders of a holder.
share shall be severally as well as jointly liable for the payment of all calls and
other payments due in respect of such share and for all incidentals thereof according
to the Company’s regulations.
(b) The Company shall not be bound to register more than three persons as the joint Maximum
holders of any share. number of joint
holders.
31. Except as ordered by a Court of competent jurisdiction or as by law required, the Company not
Company shall not be bound to recognize any equitable, contingent, future or partial bound to
interest in any share, or (except only as is by these Articles otherwise expressly provided) recognize any
any right in respect of a share other than an absolute right thereto, in accordance with interest in share
these Articles, in the person from time to time registered as the holder thereof but the other than that
Board shall be at liberty at its sole discretion to register any share in the joint names of of registered
any two or more persons or the survivor or survivors of them. holders.
32. If by the conditions of allotment of any share the whole or part of the amount or issue Installment on
price thereof shall be payable by installment, every such installment shall when due be shares to be duly
paid to the Company by the person who for the time being and from time to time shall paid.
be the registered holder of the share or his legal representative.
UNDERWRITING AND BROKERAGE
33. Subject to the provisions of Section 40 (6) of the Act, the Company may at any time pay Commission
a commission to any person in consideration of his subscribing or agreeing, to subscribe
(whether absolutely or conditionally) for any shares or debentures in the Company, or
procuring, or agreeing to procure subscriptions (whether absolutely or conditionally) for
any shares or debentures in the Company but so that the commission shall not exceed the
maximum rates laid down by the Act and the rules made in that regard. Such commission
may be satisfied by payment of cash or by allotment of fully or partly paid shares or
partly in one way and partly in the other.
34. The Company may pay on any issue of shares and debentures such brokerage as may be Brokerage
reasonable and lawful.
CALLS
35. (1) The Board may, from time to time, subject to the terms on which any shares may Directors may
have been issued and subject to the conditions of allotment, by a resolution passed at a make calls
meeting of the Board and not by a circular resolution, make such calls as it thinks fit,
upon the Members in respect of all the moneys unpaid on the shares held by them
respectively and each Member shall pay the amount of every call so made on him to the
persons and at the time and places appointed by the Board.
(2) A call may be revoked or postponed at the discretion of the Board.
(3) A call may be made payable by installments.
36. Fifteen days’ notice in writing of any call shall be given by the Company specifying Notice of Calls
the time and place of payment, and the person or persons to whom such call shall be paid.
37. A call shall be deemed to have been made at the time when the resolution of the Board Calls to date
of Directors authorising such call was passed and may be made payable by the members from resolution.
whose names appear on the Register of Members on such date or at the discretion of the
Directors on such subsequent date as may be fixed by Directors.
38. Whenever any calls for further share capital are made on shares, such calls shall be made Calls on uniform
on uniform basis on all shares falling under the same class. For the purposes of this basis.
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.
32139. The Board may, from time to time, at its discretion, extend the time fixed for the payment Directors may
of any call and may extend such time as to all or any of the members who on account of extend time.
the residence at a distance or other cause, which the Board may deem fairly entitled to
such extension, but no member shall be entitled to such extension save as a matter of
grace and favour.
40. If a sum called in respect of the shares is not paid before or on the day appointed for Calls to carry
payment thereof the person from whom the sum is due shall pay interest upon the sum at interest.
such rate not exceeding 12% per annum or at such lower rate, if any, as the Board may
determine, but the Board of Directors shall be at liberty to waive payment of that interest
wholly or in part.
41. If by the terms of issue of any share or otherwise any amount is made payable at any Sums deemed to
fixed time or by installments at fixed time (whether on account of the amount of the share be calls.
or by way of premium) every such amount or installment shall be payable as if it were a
call duly made by the Directors and of which due notice has been given and all the
provisions herein contained in respect of calls shall apply to such amount or installment
accordingly.
42. On the trial or hearing of any action or suit brought by the Company against any Member Proof on trial of
or his representatives for the recovery of any money claimed to be due to the Company suit for money
in respect of his shares, if shall be sufficient to prove that the name of the Member in due on shares.
respect of whose shares the money is sought to be recovered, appears entered on the
Register of Members as the holder, at or subsequent to the date at which the money is
sought to be recovered is alleged to have become due on the share in respect of which
such money is sought to be recovered in the Minute Books: and that notice of such call
was duly given to the Member or his representatives used in pursuance of these Articles:
and that it shall not be necessary to prove the appointment of the Directors who made
such call, nor that a quorum of Directors was present at the Board at which any call was
made was duly convened or constituted nor any other matters whatsoever, but the proof
of the matters aforesaid shall be conclusive evidence of the debt.
43. Neither a judgment nor a decree in favour of the Company for calls or other moneys due Judgment,
in respect of any shares nor any part payment or satisfaction there under nor the receipt decree, partial
by the Company of a portion of any money which shall from time to time be due from payment motto
any Member of the Company in respect of his shares, either by way of principal or proceed for
interest, nor any indulgence granted by the Company in respect of the payment of any forfeiture.
such money, shall preclude the Company from thereafter proceeding to enforce forfeiture
of such shares as hereinafter provided.
44. (a) The Board may, if it thinks fit, receive from any Member willing to advance the Payments in
same, all or any part of the amounts of his respective shares beyond the sums, actually Anticipation of
called up and upon the moneys so paid in advance, or upon so much thereof, from time calls may carry
to time, and at any time thereafter as exceeds the amount of the calls then made upon and interest
due in respect of the shares on account of which such advances are made the Board may
pay or allow interest, at such rate as the member paying the sum in advance and the Board
agree upon. The Board may agree to repay at any time any amount so advanced or may
at any time repay the same upon giving to the Member three months’ notice in writing:
provided that moneys paid in advance of calls on shares may carry interest but shall not
confer a right to dividend or to participate in profits.
(b) No Member paying any such sum in advance shall be entitled to voting rights in
respect of the moneys so paid by him until the same would but for such payment
become presently payable. The provisions of this Article shall mutatis mutandis apply to
calls on debentures issued by the Company.
LIEN
45. The Company shall have a first and paramount lien upon all the shares/debentures (other Company to
than fully paid-up shares/debentures) registered in the name of each member (whether have Lien on
solely or jointly with others) and upon the proceeds of sale thereof for all moneys shares.
(whether presently payable or not) called or payable at a fixed time in respect of such
shares/debentures and no equitable interest in any share shall be created except upon the
footing and condition that this Article will have full effect. And such lien shall extend to
all dividends and bonuses from time to time declared in respect of such shares/debentures.
Unless otherwise agreed the registration of a transfer of shares/debentures shall operate
as a waiver of the Company’s lien if any, on such shares/debentures. The Directors may
at any time declare any shares/debentures wholly or in part to be exempt from the
provisions of this clause.
322Provided that the fully paid shares shall be free from all lien, while in the case of partly
paid shares, the company’s lien, if any, shall be restricted to moneys called or payable at
a fixed time in respect of such shares.
46. For the purpose of enforcing such lien the Directors may sell the shares subject thereto As to enforcing
in such manner as they shall think fit, but no sale shall be made until such period as lien by sale.
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.
47. The net proceeds of any such sale shall be received by the Company and applied in or Application of
towards payment of such part of the amount in respect of which the lien exists as is proceeds of sale.
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
48. If any Member fails to pay the whole or any part of any call or installment or any If call or
moneys due in respect of any shares either by way of principal or interest on or before installment not
the day appointed for the payment of the same, the Directors may, at any time thereafter, paid, notice may
during such time as the call or installment or any part thereof or other moneys as aforesaid be given.
remains unpaid or a judgment or decree in respect thereof remains unsatisfied in whole
or in part, serve a notice on such Member or on the person (if any) entitled to the shares
by transmission, requiring him to pay such call or installment of such part thereof or
other moneys as remain unpaid together with any interest that may have accrued and all
reasonable expenses (legal or otherwise) that may have been accrued by the Company by
reason of such non-payment. Provided that no such shares shall be forfeited if any
moneys shall remain unpaid in respect of any call or installment or any part thereof as
aforesaid by reason of the delay occasioned in payment due to the necessity of complying
with the provisions contained in the relevant exchange control laws or other applicable
laws of India, for the time being in force.
49. The notice shall name a day (not being less than fourteen days from the date of notice) Terms 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. 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.
50. If the requirements of any such notice as aforesaid shall not be complied with, every or On default of
any share in respect of which such notice has been given, may at any time thereafter but payment, shares
before payment of all calls or instalments, interest and expenses, due in respect thereof, to be forfeited.
be forfeited by resolution of the Board to that effect. Such forfeiture shall include all
dividends declared or any other moneys payable in respect of the forfeited share and
not actually paid before the forfeiture.
51. When any shares have been forfeited, notice of the forfeiture shall be given to the Notice of
member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture to a
forfeiture, with the date thereof shall forthwith be made in the Register of Members. Member
52. Any shares so forfeited, shall be deemed to be the property of the Company and may be Forfeited shares
sold, re-allotted, or otherwise disposed of, either to the original holder thereof or to any to be property of
other person, upon such terms and in such manner as the Board in their absolute discretion the Company
shall think fit. and maybe sold
etc.
32353. Any Member whose shares have been forfeited shall notwithstanding the forfeiture, be Members still
liable to pay and shall forthwith pay to the Company, on demand all calls, instalments, liable to pay
interest and expenses owing upon or in respect of such shares at the time of the forfeiture, money owing at
together with interest thereon from the time of the forfeiture until payment, at such rate time of
as the Board may determine and the Board may enforce the payment of the whole or a forfeiture and
portion thereof as if it were a new call made at the date of the forfeiture, but shall not interest.
be under any obligation to do so.
54. The forfeiture shares shall involve extinction at the time of the forfeiture, of all interest Effect of
in all claims and demand against the Company, in respect of the share and all other forfeiture.
rights incidental to the share, except only such of those rights as by these Articles are
expressly saved.
55. A declaration in writing that the declarant is a Director or Secretary of the Company and Evidence of
that shares in the Company have been duly forfeited in accordance with these articles on Forfeiture.
a date stated in the declaration, shall be conclusive evidence of the facts therein stated
as against all persons claiming to be entitled to the shares.
56. The Company may receive the consideration, if any, given for the share on any sale, re- Title of
allotment or other disposition thereof and the person to whom such share is sold, re- purchaser and
allotted or disposed of may be registered as the holder of the share and he shall not be allottee of
bound to see to the application of the consideration if any, nor shall his title to the Forfeited shares.
share be affected by any irregularly or invalidity in the proceedings in reference to the
forfeiture, sale, re-allotment or other disposal of the shares.
57. Upon any sale, re-allotment or other disposal under the provisions of the preceding Cancellation of
Article, the certificate or certificates originally issued in respect of the relative shares share certificate
shall (unless the same shall on demand by the Company have been previously surrendered in respect of
to it by the defaulting member) stand cancelled and become null and void and of no forfeited shares.
effect, and the Directors shall be entitled to issue a duplicate certificate or certificates in
respect of the said shares to the person or persons entitled thereto.
58. In the meantime and until any share so forfeited shall be sold, re-allotted, or otherwise Forfeiture may
dealt with as aforesaid, the forfeiture thereof may, at the discretion and by a resolution of be remitted.
the Directors, be remitted as a matter of grace and favour, and not as was owing thereon
to the Company at the time of forfeiture being declared with interest for the same unto
the time of the actual payment thereof if the Directors shall think fit to receive the same,
or on any other terms which the Director may deem reasonable.
59. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers Validity of sale
herein before given, the Board may appoint some person to execute an instrument of
transfer of the Shares sold and cause the purchaser's name to be entered in the Register
of Members in respect of the Shares sold, and the purchasers shall not be bound to see to
the regularity of the proceedings or to the application of the purchase money, and after
his name has been entered in the Register of Members in respect of such Shares, the
validity of the sale shall not be impeached by any person and the remedy of any
person aggrieved by the sale shall be in damages only and against the Company
exclusively.
60. The Directors may, subject to the provisions of the Act, accept a surrender of any share Surrender of
from or by any Member desirous of surrendering on such terms the Directors may think shares.
fit.
TRANSFER AND TRANSMISSION OF SHARES
61. (a) The instrument of transfer of any share in or debenture of the Company shall be Execution of the
executed by or on behalf of both the transferor and transferee. instrument of
(b) The transferor shall be deemed to remain a holder of the share or debenture until shares.
the name of the transferee is entered in the Register of Members or Register of Debenture
holders in respect thereof.
62. The instrument of transfer of any share or debenture shall be in writing and all the Transfer Form.
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. Provided that the company shall use a common form
of transfer.
63. The Company shall not register a transfer in the Company other than the transfer between Transfer not to
persons both of whose names are entered as holders of beneficial interest in the records be registered
of a depository, unless a proper instrument of transfer duly stamped and executed by or except on
on behalf of the transferor and by or on behalf of the transferee and specifying the name, production of
address and occupation if any, of the transferee, has been delivered to the Company along instrument of
with the certificate relating to the shares or if no such share certificate is in existence transfer.
324along with the letter of allotment of the shares. Provided that where, on an application in
writing made to the Company by the transferee and bearing the stamp, required for an
instrument of transfer, it is proved to the satisfaction of the Board of Directors that the
instrument of transfer signed by or on behalf of the transferor and by or on behalf of the
transferee has been lost, the Company may register the transfer on such terms as to
indemnity as the Board may think fit, provided further that nothing in this Article shall
prejudice any power of the Company to register as shareholder any person to whom the
right to any shares in the Company has been transmitted by operation of law.
64. Subject to the provisions of Section 58 of the Act and Section 22A of the Securities Directors may
Contracts (Regulation) Act, 1956, the Directors may, decline to register— refuse to register
(a) any transfer of shares on which the company has a lien. transfer.
That registration of transfer shall not be refused on the ground of the transferor being
either alone or jointly with any other person or persons indebted to the Company on any
account whatsoever;
65. If the Company refuses to register the transfer of any share or transmission of any right Notice of refusal
therein, the Company shall within one month from the date on which the instrument of to be given to
transfer or intimation of transmission was lodged with the Company, send notice of transferor and
refusal to the transferee and transferor or to the person giving intimation of the transferee.
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.
66. No fee shall be charged for registration of transfer, transmission, Probate, Succession No fee on
Certificate and letter of administration, Certificate of Death or Marriage, Power of transfer.
Attorney or similar other document with the Company.
67. The Board of Directors shall have power on giving not less than seven days pervious Closure of
notice in accordance with section 91 and rules made thereunder close the Register of Register of
Members and/or the Register of debentures holders and/or other security holders at such Members or
time or times and for such period or periods, not exceeding thirty days at a time, and not debenture
exceeding in the aggregate forty five days at a time, and not exceeding in the aggregate holder or other
forty five days in each year as it may seem expedient to the Board. security holders.
68. The instrument of transfer shall after registration be retained by the Company and shall Custody of
remaining its custody. All instruments of transfer which the Directors may decline to transfer Deeds.
register shall on demand be returned to the persons depositing the same. The Directors
may cause to be destroyed all the transfer deeds with the Company after such period as
they may determine.
69. Where an application of transfer relates to partly paid shares, the transfer shall not be Application for
registered unless the Company gives notice of the application to the transferee and the transfer of
transferee makes no objection to the transfer within two weeks from the receipt of the partly-
notice. paid shares.
70. For this purpose the notice to the transferee shall be deemed to have been duly given if it Notice to
is dispatched by prepaid registered post/speed post/ courier to the transferee at the address transferee.
given in the instrument of transfer and shall be deemed to have been duly delivered at the
time at which it would have been delivered in the ordinary course of post.
71. (a) On the death of a Member, the survivor or survivors, where the Member was a joint Recognition of
holder, and his nominee or nominees or legal representatives where he was a sole holder, legal
shall be the only person recognized by the Company as having any title to his interest in representative.
the shares.
(b) Before recognising any executor or administrator or legal representative, the Board
may require him to obtain a Grant of Probate or Letters Administration or other legal
representation as the case may be, from some competent court in India.
Provided nevertheless that in any case where the Board in its absolute discretion thinks
fit, it shall be lawful for the Board to dispense with the production of Probate or letter of
Administration or such other legal representation upon such terms as to indemnity or
otherwise, as the Board in its absolute discretion, may consider adequate
(c) Nothing in clause (a) above shall release the estate of the deceased joint holder from
any liability in respect of any share which had been jointly held by him with other persons.
72. The Executors or Administrators of a deceased Member or holders of a Succession Titles of Shares
Certificate or the Legal Representatives in respect of the Shares of a deceased Member of
(not being one of two or more joint holders) shall be the only persons recognized by the deceased
Company as having any title to the Shares registered in the name of such Members, and Member
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
325in the Union of India provided that in any case where the Board of Directors in its absolute
discretion thinks fit, the Board upon such terms as to indemnity or otherwise as the
Directors may deem proper dispense with production of Probate or Letters of
Administration or Succession Certificate and register Shares standing in the name of a
deceased Member, as a Member. However, provisions of this Article are subject to
Sections 72 of the Companies Act.
73. Where, in case of partly paid Shares, an application for registration is made by the Notice of
transferor, the Company shall give notice of the application to the transferee in application
accordance with the provisions of Section 56 of the Act. when to be given
74. Subject to the provisions of the Act and these Articles, any person becoming entitled to Registration of
any share in consequence of the death, lunacy, bankruptcy, insolvency of any member or persons entitled
by any lawful means other than by a transfer in accordance with these presents, may, with to share
the consent of the Directors (which they shall not be under any obligation to give) upon otherwise than
producing such evidence that he sustains the character in respect of which he proposes to by transfer.
act under this Article or of this title as the Director shall require either be registered as (transmission
member in respect of such shares or elect to have some person nominated by him and clause).
approved by the Directors registered as Member in respect of such shares; provided
nevertheless that if such person shall elect to have his nominee registered he shall testify
his election by executing in favour of his nominee an instrument of transfer in accordance
so he shall not be freed from any liability in respect of such shares. This clause is
hereinafter referred to as the ‘Transmission Clause’.
75. Subject to the provisions of the Act and these Articles, the Directors shall have the same Refusal to
right to refuse or suspend register a person entitled by the transmission to any shares or register
his nominee as if he were the transferee named in an ordinary transfer presented for nominee.
registration.
76. Every transmission of a share shall be verified in such manner as the Directors may Board may
require and the Company may refuse to register any such transmission until the same be require evidence
so verified or until or unless an indemnity be given to the Company with regard to such of transmission.
registration which the Directors at their discretion shall consider sufficient, provided
nevertheless that there shall not be any obligation on the Company or the Directors to
accept any indemnity.
77. The Company shall incur no liability or responsibility whatsoever in consequence of its Company not
registering or giving effect to any transfer of shares made, or purporting to be made by liable for
any apparent legal owner thereof (as shown or appearing in the Register or Members) to disregard of a
the prejudice of persons having or claiming any equitable right, title or interest to or in notice
the same shares notwithstanding that the Company may have had notice of such equitable prohibiting
right, title or interest or notice prohibiting registration of such transfer, and may have registration of
entered such notice or referred thereto in any book of the Company and the Company transfer.
shall not be bound or require to regard or attend or give effect to any notice which may
be given to them of any equitable right, title or interest, or be under any liability
whatsoever for refusing or neglecting so to do though it may have been entered or
referred to in some book of the Company but the Company shall nevertheless be at liberty
to regard and attend to any such notice and give effect thereto, if the Directors shall so
think fit.
78. In the case of any share registered in any register maintained outside India the instrument Form of transfer
of transfer shall be in a form recognized by the law of the place where the register is Outside India.
maintained but subject thereto shall be as near to the form prescribed in Form no. SH-4
hereof as circumstances permit.
79. No transfer shall be made to any minor, insolvent or person of unsound mind. No transfer to
insolvent etc.
NOMINATION
80. i) Notwithstanding anything contained in the articles, every holder of securities of Nomination
the Company may, at any time, nominate a person in whom his/her securities shall vest
in the event of his/her death and the provisions of Section 72 of the Companies Act, 2013
shall apply in respect of such nomination.
ii) No person shall be recognized by the Company as a nominee unless an intimation
of the appointment of the said person as nominee has been given to the Company during
the lifetime of the holder(s) of the securities of the Company in the manner specified
under Section 72 of the Companies Act, 2013 read with Rule 19 of the Companies (Share
Capital and Debentures) Rules, 2014
iii) The Company shall not be in any way responsible for transferring the securities
consequent upon such nomination.
326iv) If the holder(s) of the securities survive(s) nominee, then the nomination made by
the holder(s) shall be of no effect and shall automatically stand revoked.
81. A nominee, upon production of such evidence as may be required by the Board and Transmission of
subject as hereinafter provided, elect, either- Securities by
(i) to be registered himself as holder of the security, as the case may be; or nominee
(ii) to make such transfer of the security, as the case may be, as the deceased security
holder, could have made;
(iii) if the nominee elects to be registered as holder of the security, himself, as the case
may be, he shall deliver or send to the Company, a notice in writing signed by him stating
that he so elects and such notice shall be accompanied with the death certificate of the
deceased security holder as the case may be;
(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 dividends, bonuses or other moneys payable or rights accruing in respect
of the share or debenture, until the requirements of the notice have been complied with.
DEMATERIALISATION OF SHARES
82. Subject to the provisions of the Act and Rules made thereunder the Company may offer Dematerializatio
its members facility to hold securities issued by it in dematerialized form. n of Securities
JOINT HOLDER
83. Where two or more persons are registered as the holders of any share they shall be Joint Holders
deemed to hold the same as joint Shareholders with benefits of survivorship subject to
the following and other provisions contained in these Articles.
84. (a) The Joint holders of any share shall be liable severally as well as jointly for and in Joint and several
respect of all calls and other payments which ought to be made in respect of such share. liabilities for all
payments in
respect of
shares.
(b) on the death of any such joint holders the survivor or survivors shall be the only person Title of
recognized by the Company as having any title to the share but the Board may require survivors.
such evidence of death as it may deem fit and nothing herein contained shall be taken to
release the estate of a deceased joint holder from any liability of shares held by them
jointly with any other person;
(c) Any one of two or more joint holders of a share may give effectual receipts Receipts of one
of any dividends or other moneys payable in respect of share; and sufficient.
(d) only the person whose name stands first in the Register of Members as one of the Delivery of
joint holders of any share shall be entitled to delivery of the certificate relating to such certificate and
share or to receive documents from the Company and any such document served on or giving of notices
sent to such person shall deemed to be service on all the holders. to first named
holders.
SHARE WARRANTS
85. The Company may issue warrants subject to and in accordance with provisions of the Act Power to issue
and accordingly the Board may in its discretion with respect to any Share which is fully share warrants
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.
86. (a) The bearer of a share warrant may at any time deposit the warrant at the Office of the Deposit of share
Company, and so long as the warrant remains so deposited, the depositor shall have the warrants
same right of signing a requisition for call in a meeting of the Company, and of attending
and voting and exercising the other privileges of a Member at any meeting held after the
expiry of two clear days from the time of deposit, as if his name were inserted in the
Register of Members as the holder of the Share included in the deposit warrant.
(b) Not more than one person shall be recognized as depositor of the Share warrant. The
Company shall, on two day's written notice, return the deposited share warrant to the
depositor.
32787. (a) Subject as herein otherwise expressly provided, no person, being a bearer of a share Privileges and
warrant, shall sign a requisition for calling a meeting of the Company or attend or vote disabilities of the
or exercise any other privileges of a Member at a meeting of the Company, or be entitled holders of share
to receive any notice from the Company. warrant
(b) The bearer of a share warrant shall be entitled in all other respects to the same
privileges and advantages as if he were named in the Register of Members as the holder
of the Share included in the warrant, and he shall be a Member of the Company.
88. The Board may, from time to time, make bye-laws as to terms on which (if it shall think Issue of new
fit), a new share warrant or coupon may be issued by way of renewal in case of share warrant
defacement, loss or destruction. coupons
CONVERSION OF SHARES INTO STOCK
89. The Company may, by ordinary resolution in General Meeting. Conversion of
a) convert any fully paid-up shares into stock; and shares into stock
b) re-convert any stock into fully paid-up shares of any denomination. or reconversion
90. The holders of stock may transfer the same or any part thereof in the same manner as and Transfer of
subject to the same regulation under which the shares from which the stock arose might stock
before the conversion have been transferred, or as near thereto as circumstances admit,
provided that, the Board may, from time to time, fix the minimum amount of stock
transferable so however that such minimum shall not exceed the nominal amount of the
shares from which the stock arose.
91. The holders of stock shall, according to the amount of stock held by them, have the same Rights of stock
rights, privileges and advantages as regards dividends, participation in profits, voting at holders
meetings of the Company, and other matters, as if they hold the shares for which the stock
arose but no such privilege or advantage shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or advantage.
92. Such of the regulations of the Company (other than those relating to share warrants), as Regulations
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
93. Subject to the provisions of the Act and these Articles, the Board may, from time to time Power to borrow
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.
94. Subject to the provisions of the Act and these Articles, any bonds, debentures, debenture- Issue of discount
stock or any other securities may be issued at a discount, premium or otherwise and with etc. or with
any special privileges and conditions as to redemption, surrender, allotment of shares, special
appointment of Directors or otherwise; provided that debentures with the right to privileges
allotment of or conversion into shares shall not be issued except with the sanction of the
Company in General Meeting.
95. The payment and/or repayment of moneys borrowed or raised as aforesaid or any moneys Securing
owing otherwise or debts due from the Company may be secured in such manner and payment or
upon such terms and conditions in all respects as the Board may think fit, and in particular repayment of
by mortgage, charter, lien or any other security upon all or any of the assets or property Moneys
(both present and future) or the undertaking of the Company including its uncalled capital borrowed
for the time being, or by a guarantee by any Director, Government or third party, and the
bonds, debentures and debenture stocks and other securities may be made assignable,
free from equities between the Company and the person to whom the same may be issued
and also by a similar mortgage, charge or lien to secure and guarantee, the performance
by the Company or any other person or company of any obligation undertaken by the
Company or any person or Company as the case may be.
96. Any bonds, debentures, debenture-stock or their securities issued or to be issued by the Bonds,
Company shall be under the control of the Board who may issue them upon such terms Debentures etc.
and conditions, and in such manner and for such consideration as they shall consider to to be under the
be for the benefit of the Company. control of the
328Director
97. If any uncalled capital of the Company is included in or charged by any mortgage or Mortgage of
other security the Directors shall subject to the provisions of the Act and these Articles uncalled Capita
make calls on the members in respect of such uncalled capital in trust for the person in
whose favour such mortgage or security is executed.
98. Subject to the provisions of the Act and these Articles if the Directors or any of them or Indemnity may
any other person shall incur or be about to incur any liability whether as principal or be given
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
99. All the General Meetings of the Company other than Annual General Meetings shall be Distinction
called Extra-ordinary General Meetings. between AGM &
EGM
100. (a) The Directors may, whenever they think fit, convene an Extra-Ordinary General Extra-Ordinary
Meeting and they shall on requisition of requisition of Members made in compliance General Meeting
with Section 100 of the Act, forthwith proceed to convene Extra-Ordinary General by Board and by
Meeting of the members requisition
(b) If at any time there are not within India sufficient Directors capable of acting to form When a Director
a quorum, or if the number of Directors be reduced in number to less than the minimum or any two
number of Directors prescribed by these Articles and the continuing Directors fail or Members may
neglect to increase the number of Directors to that number or to convene a General call an Extra
Meeting, any Director or any two or more Members of the Company holding not less Ordinary
than one-tenth of the total paid up share capital of the Company may call for an Extra- General Meeting
Ordinary General Meeting in the same manner as nearly as possible as that in which
meeting may be called by the Directors.
101. No General Meeting, Annual or Extraordinary shall be competent to enter upon, discuss Meeting not to
or transfer any business which has not been mentioned in the notice or notices upon which transact
it was convened. business not
mentioned in
notice
102. The Chairman (if any) of the Board of Directors shall be entitled to take the chair at every Chairman of
General Meeting, whether Annual or Extraordinary. If there is no such Chairman of the General Meeting
Board of Directors, or if at any meeting he is not present within fifteen minutes of the
time appointed for holding such meeting or if he is unable or unwilling to take the chair,
then the Members present shall elect another Director as Chairman, and if no Director be
present or if all the Directors present decline to take the chair then the Members present
shall elect one of the members to be the Chairman of the meeting.
103. No business, except the election of a Chairman, shall be discussed at any General Meeting Business
whilst the Chair is vacant. confined to
election of
Chairman whilst
chair is vacant
104. a) The Chairperson may, with the consent of any meeting at which a quorum is Chairman with
present, and shall, if so directed by the meeting, adjourn the meeting from time to time his consent may
and from place to place. adjourn meeting
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.
105. In the case of an equality of votes the Chairman shall both on a show of hands, on a poll Chairman’s
(if any) and e-voting, have casting vote in addition to the vote or votes to which he may casting vote
be entitled as a Member.
106. Any poll duly demanded on the election of Chairman of the meeting or any question of In what case poll
adjournment shall be taken at the meeting forthwith. Taken without
adjournment
329107. The demand for a poll except on the question of the election of the Chairman and of an Demand for poll
adjournment shall not prevent the continuance of a meeting for the transaction of any not to prevent
business other than the question on which the poll has been demanded. transaction of
other business
VOTES OF MEMBERS
108. No Member shall be entitled to vote either personally or by proxy at any General Meeting Members in
or Meeting of a class of shareholders either upon a show of hands, upon a poll or arrears not to
electronically, or be reckoned in a quorum in respect of any shares registered in his name vote
on which any calls or other sums presently payable by him have not been paid or in regard
to which the Company has exercised, any right or lien.
109. Subject to the provision of these Articles and without prejudice to any special privileges, Number of votes
or restrictions as to voting for the time being attached to any class of shares for the time each member
being forming part of the capital of the company, every Member, not disqualified by the entitled
last preceding Article shall be entitled to be present, and to speak and to vote at such
meeting, and on a show of hands every member present in person shall have one vote and
upon a poll the voting right of every Member present in person or by proxy shall be in
proportion to his share of the paid-up equity share capital of the Company, Provided,
however, if any preference shareholder is present at any meeting of the Company, save
as provided in sub-section (2) of Section 47 of the Act, he shall have a right to vote only
on resolution placed before the meeting which directly affect the rights attached to his
preference shares.
110. On a poll taken at a meeting of the Company a member entitled to more than one vote or Casting of votes
his proxy or other person entitled to vote for him, as the case may be, need not, if he by a member
votes, use all his votes or cast in the same way all the votes he uses. entitled to more
than one vote
111. A member of unsound mind, or in respect of whom an order has been made by any court Vote of member
having jurisdiction in lunacy, or a minor may vote, whether on a show of hands or on a of unsound mind
poll, by his committee or other legal guardian, and any such committee or guardian may, and of minor
on a poll, vote by proxy.
112. Notwithstanding anything contained in the provisions of the Companies Act, 2013, and Postal Ballot
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.
113. A member may exercise his vote at a meeting by electronic means in accordance with E-Voting
section 108 and shall vote only once.
114. a) In the case of joint holders, the vote of the senior who tenders a vote, whether in Votes of joint
person or by proxy, shall be accepted to the exclusion of the votes of the other joint members
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.
b) For this purpose, seniority shall be determined by the order in which the names stand
in the register of members.
115. Votes may be given either personally or by attorney or by proxy or in case of a company, Votes may be
by a representative duly Authorised as mentioned in Articles. given by proxy
or by
representative
116. A body corporate (whether a company within the meaning of the Act or not) may, if it is Representation
member or creditor of the Company (including being a holder of debentures) authorise of a body
such person by resolution of its Board of Directors, as it thinks fit, in accordance with the corporate
provisions of Section 113 of the Act to act as its representative at any Meeting of the
members or creditors of the Company or debentures holders of the Company. A person
authorised by resolution as aforesaid shall be entitled to exercise the same rights and
powers (including the right to vote by proxy) on behalf of the body corporate as if it were
an individual member, creditor or holder of debentures of the Company.
117. (a) A member paying the whole or a part of the amount remaining unpaid on any share Members not
held by him although no part of that amount has been called up, shall not be entitled prohibited if
to any voting rights in respect of the moneys paid until the same would, but for this share not held
payment, become presently payable.
330(b) A member is not prohibited from exercising his voting rights on the ground that he for any specified
has not held his shares or interest in the Company for any specified period preceding period
the date on which the vote was taken.
118. Any person entitled under Article 73 (transmission clause) to transfer any share may vote Votes in respect
at any General Meeting in respect thereof in the same manner as if he were the of shares of
registered holder of such shares, provided that at least forty-eight hours before the time deceased or
of holding the meeting or adjourned meeting, as the case may be at which he proposes insolvent
to vote he shall satisfy the Directors of his right to transfer such shares and give such members
indemnify (if any) as the Directors may require or the directors shall have previously
admitted his right to vote at such meeting in respect thereof.
119. No Member shall be entitled to vote on a show of hands unless such member is present No votes by
personally or by attorney or is a body Corporate present by a representative duly proxy on show of
Authorised under the provisions of the Act in which case such members, attorney or hands
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.
120. The instrument appointing a proxy and the power-of-attorney or other authority, if any, Appointment of
under which it is signed or a notarised copy of that power or authority, shall be deposited a Proxy
at the registered office of the company not less than 48 hours before the time for holding
the meeting or adjourned meeting at which the person named in the instrument proposes
to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the
taking of the poll; and in default the instrument of proxy shall not be treated as valid.
121. An instrument appointing a proxy shall be in the form as prescribed in the rules made Form of proxy
under Section 105.
122. A vote given in accordance with the terms of an instrument of proxy shall be valid Validity of votes
notwithstanding the previous death or insanity of the Member, or revocation of the proxy given by proxy
or of any power of attorney which such proxy signed, or the transfer of the share in respect notwithstanding
of which the vote is given, provided that no intimation in writing of the death or insanity, death of a
revocation or transfer shall have been received at the office before the meeting or member
adjourned meeting at which the proxy is used.
123. No objection shall be raised to the qualification of any voter except at the meeting or Time for
adjourned meeting at which the vote objected to is given or tendered, and every vote not objections to
disallowed at such meeting shall be valid for all purposes. votes
124. Any such objection raised to the qualification of any voter in due time shall be referred Chairperson of
to the Chairperson of the meeting, whose decision shall be final and conclusive. the Meeting to
be the
judge of validity
of any vote
DIRECTORS
125. (a) Until otherwise determined by a General Meeting of the Company and subject to the Number of
provisions of Section 149 of the Act, the number of Directors (including Debenture and Directors
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 –
(b) First directors of the company are:
1. MANISH BAJORIA
2. NEELAM BAJORIA
126. A Director of the Company shall not be bound to hold any Qualification Shares Qualification
in the Company. Shares
127. (a) Subject to the provisions of the Companies Act, 2013 and notwithstanding anything Nominee
to the contrary contained in these Articles, the Board may appoint any person as a Directors
director nominated by any institution in pursuance of the provisions of any law for
the time being in force or of any agreement
(b) The Nominee Director/s so appointed shall not be required to hold any qualification
shares in the Company nor shall be liable to retire by rotation. The Board of Directors
of the Company shall have no power to remove from office the Nominee Director/s
so appointed. The said Nominee Director/s shall be entitled to the same rights and
privileges including receiving of notices, copies of the minutes, sitting fees, etc. as
any other Director of the Company is entitled.
(c) If the Nominee Director/s is an officer of any of the financial institution the sitting
fees in relation to such nominee Directors shall accrue to such financial institution
331and the same accordingly be paid by the Company to them. The Financial Institution
shall be entitled to depute observer to attend the meetings of the Board or any other
Committee constituted by the Board.
(d) The Nominee Director/s shall, notwithstanding anything to the Contrary contained in
these Articles, be at liberty to disclose any information obtained by him/them to the
Financial Institution appointing him/them as such Director/s.
128. The Board may appoint an Alternate Director to act for a Director (hereinafter called “The Appointment of
Original Director”) during his absence for a period of not less than three months from alternate
India. An Alternate Director appointed under this Article shall not hold office for period Director
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.
129. Subject to the provisions of the Act, the Board shall have power at any time and from Additional
time to time to appoint any other person to be an Additional Director. Any such Director
Additional Director shall hold office only upto the date of the next Annual General
Meeting.
130. Subject to the provisions of the Act, the Board shall have power at any time and from Directors power
time to time to appoint a Director, if the office of any director appointed by the company to fill casual
in general meeting is vacated before his term of office expires in the normal course, who vacancies
shall hold office only upto the date upto which the Director in whose place he is appointed
would have held office if it had not been vacated by him.
131. Until otherwise determined by the Company in General Meeting, each Director other Sitting Fees
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.
132. The Board of Directors may subject to the limitations provided in the Act allow and pay Travelling
to any Director who attends a meeting at a place other than his usual place of residence expenses
for the purpose of attending a meeting, such sum as the Board may consider fair, Incurred by
compensation for travelling, hotel and other incidental expenses properly incurred by Director on
him, in addition to his fee for attending such meeting as above specified. Company's
business
PROCEEDING OF THE BOARD OF DIRECTORS
133. (a) The Board of Directors may meet for the conduct of business, adjourn and Meetings of
otherwise regulate its meetings as it thinks fit. Directors
(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.
134. a) The Directors may from time to time elect from among their members a Chairperson Chairperson
of the Board and determine the period for which he is to hold office. If at any meeting
of the Board, the Chairman is not present within Fifteen minutes after the time
appointed for holding the same, the Directors present may choose one of the Directors
then present to preside at the meeting.
b) Subject to Section 203 of the Act and rules made there under, one person can act as
the Chairman as well as the Managing Director or Chief Executive Officer at the same
time.
135. Questions arising at any meeting of the Board of Directors shall be decided by a majority Questions at
of votes and in the case of an equality of votes, the Chairman will have a second or casting Board meeting
vote. how decide
136. The continuing directors may act notwithstanding any vacancy in the Board; but, if and Continuing
so long as their number is reduced below the quorum fixed by the Act for a meeting of directors may
the Board, the continuing directors or director may act for the purpose of increasing the act not
number of directors to that fixed for the quorum, or of summoning a general meeting of withstanding
the company, but for no other purpose. any vacancy in
the Board
332137. Subject to the provisions of the Act, the Board may delegate any of their powers to a Directors may
Committee consisting of such member or members of its body as it thinks fit, and it may appoint
from time to time revoke and discharge any such committee either wholly or in part and committee
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.
138. The Meetings and proceedings of any such Committee of the Board consisting of two or Committee
more members shall be governed by the provisions herein contained for regulating the Meeting show to
meetings and proceedings of the Directors so far as the same are applicable thereto and be governed
are not superseded by any regulations made by the Directors under the last preceding
Article.
139. a) A committee may elect a Chairperson of its meetings. Chairperson of
b) If no such Chairperson is elected, or if at any meeting the Chairperson is not Committee
present within five minutes after the time appointed for holding the meeting, the members Meetings
present may choose one of their members to be Chairperson of the meeting.
140. a) A committee may meet and adjourn as it thinks fit. Meetings of the
b) Questions arising at any meeting of a committee shall be determined by a majority Committee
of votes of the members present, and in case of an equality of votes, the Chairperson
shall have a second or casting vote.
141. Subject to the provisions of the Act, all acts done by any meeting of the Board or by a Acts of Board or
Committee of the Board, or by any person acting as a Director shall notwithstanding that Committee shall
it shall afterwards be discovered that there was some defect in the appointment of such be valid
Director or persons acting as aforesaid, or that they or any of them were disqualified or notwithstanding
had vacated office or that the appointment of any of them had been terminated by virtue defect in
of any provisions contained in the Act or in these Articles, be as valid as if every such appointment
person had been duly appointed, and was qualified to be a Director.
RETIREMENT AND ROTATION OF DIRECTORS
142. Subject to the provisions of Section 161 of the Act, if the office of any Director appointed Power to fill
by the Company in General Meeting vacated before his term of office will expire in the casual vacancy
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
143. The business of the Company shall be managed by the Board who may exercise all such Powers of the
powers of the Company and do all such acts and things as may be necessary, unless Board
otherwise restricted by the Act, or by any other law or by the Memorandum or by the
Articles required to be exercised by the Company in General Meeting. However no
regulation made by the Company in General Meeting shall invalidate any prior act of the
Board which would have been valid if that regulation had not been made.
144. Without prejudice to the general powers conferred by the Articles and so as not in any Certain powers
way to limit or restrict these powers, and without prejudice to the other powers conferred of the Board
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, To acquire any
buildings, machinery, premises, property, effects, assets, rights, creditors, royalties, property, rights
business and goodwill of any person firm or company carrying on the business which this etc.
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 To take on Lease
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 To erect &
and sheds and to alter, extend and improve the same, to let or lease the property of the construct
company, in part or in whole for such rent and subject to such conditions, as may be
thought advisable; to sell such portions of the land or buildings of the Company as may
not be required for the company; to mortgage the whole or any portion of the property of
333the 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 To pay for
property rights or privileges acquired by, or services rendered to the Company, either property
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 To insure
period and to such extent as they may think proper all or any part of the buildings, properties of the
machinery, goods, stores, produce and other moveable property of the Company either Company
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 To open Bank
money from any such account from time to time as the Directors may think fit. accounts
(7) To secure the fulfilment of any contracts or engagement entered into by the To secure
Company by mortgage or charge on all or any of the property of the Company including contracts by way
its whole or part of its undertaking as a going concern and its uncalled capital for the time of mortgage
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 To accept
the shares or any part thereof, on such terms and conditions as shall be agreed upon. surrender of
shares
(9) To appoint any person to accept and hold in trust, for the Company property To appoint
belonging to the Company, or in which it is interested or for any other purposes and to trustees for the
execute and to do all such deeds and things as may be required in relation to any such Company
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 To conduct legal
against the Company or its Officer, or otherwise concerning the affairs and also to proceedings
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. Bankruptcy &
Insolvency
(12) To make and give receipts, release and give discharge for moneys payable to the To issue receipts
Company and for the claims and demands of the Company. & give discharge
(13) Subject to the provisions of the Act, and these Articles to invest and deal with any To invest and
moneys of the Company not immediately required for the purpose thereof, upon such deal with money
authority (not being the shares of this Company) or without security and in such manner of the Company
as they may think fit and from time to time to vary or realise such investments. Save as
provided in Section 187 of the Act, all investments shall be made and held in the
Company’s own name.
(14) To execute in the name and on behalf of the Company in favour of any Director To give Security
or other person who may incur or be about to incur any personal liability whether as byway of
principal or as surety, for the benefit of the Company, such mortgage of the Company’s indemnity
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 To determine
Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend signing powers
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 or
commission on the profits of any particular business or transaction, or a share in the share in profits
general profits of the company; and such commission or share of profits shall be treated
as part of the working expenses of the Company.
334(17) To give, award or allow any bonus, pension, gratuity or compensation to any Bonus etc. to
employee of the Company, or his widow, children, dependents, that may appear just or employees
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 Transfer to
for depreciation or the depreciation funds or to insurance fund or to an export fund, or to Reserve Funds
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, To appoint and
managers, secretaries, assistants, supervisors, scientists, technicians, engineers, remove officers
consultants, legal, medical or economic advisers, research workers, labourers, clerks, and other
agents and servants, for permanent, temporary or special services as they may from time employees
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 under the seal of the To appoint
Company, to appoint any person or persons to be the Attorney or attorneys of the Attorneys
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 To enter into
or otherwise for the purpose of the Company to enter into all such negotiations and contracts
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 To make rules
of the Company its Officers and employees.
(23) To effect, make and enter into on behalf of the Company all transactions, To effect
agreements and other contracts within the scope of the business of the Company. contracts etc.
335(24) To apply for, promote and obtain any act, charter, privilege, concession, license, To apply &
authorization, if any, Government, State or municipality, provisional order or license of obtain
any authority for enabling the Company to carry any of this objects into effect, or for concessions
extending and any of the powers of the Company or for effecting any modification of the licenses etc.
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 To pay
interest lawfully payable there out under the provisions of Sections 40of the Act and of commissions or
the provisions contained in these presents. interest
(26) To redeem preference shares. To redeem
preference
shares
(27) To subscribe, incur expenditure or otherwise to assist or to guarantee money to To assist
charitable, benevolent, religious, scientific, national or any other institutions or subjects charitable or
which shall have any moral or other claim to support or aid by the Company, either by benevolent
reason of locality or operation or of public and general utility or otherwise. institutions
(28) To pay the cost, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the Company.
(29) To pay and charge to the capital account of the Company any commission or
interest lawfully payable thereon under the provisions of Sections 40 of the Act.
(30) To provide for the welfare of Directors or ex-Directors or employees or ex-
employees of the Company and their wives, widows and families or the dependents or
connections of such persons, by building or contributing to the building of houses,
dwelling or chawls, or by grants of moneys, pension, gratuities, allowances, bonus or
other payments, or by creating and from time to time subscribing or contributing, to
provide other associations, institutions, funds or trusts and by providing or subscribing
or contributing towards place of instruction and recreation, hospitals and dispensaries,
medical and other attendance and other assistance as the Board shall think fit and subject
to the provision of Section 181 of the Act, to subscribe or contribute or otherwise to assist
or to guarantee money to charitable, benevolent, religious, scientific, national or other
institutions or object which shall have any moral or other claim to support or aid by the
Company, either by reason of locality of operation, or of the public and general utility or
otherwise.
(31) To purchase or otherwise acquire or obtain license for the use of and to sell,
exchange or grant license for the use of any trade mark, patent, invention or technical
know-how.
(32) To sell from time to time any Articles, materials, machinery, plants, stores and
other Articles and thing belonging to the Company as the Board may think proper and to
manufacture, prepare and sell waste and by-products.
(33) From time to time to extend the business and undertaking of the Company by
adding, altering or enlarging all or any of the buildings, factories, workshops, premises,
plant and machinery, for the time being the property of or in the possession of the
Company, or by erecting new or additional buildings, and to expend such sum of money
for the purpose aforesaid or any of them as they be thought necessary or expedient.
(34) To undertake on behalf of the Company any payment of rents and the performance
of the covenants, conditions and agreements contained in or reserved by any lease that
may be granted or assigned to or otherwise acquired by the Company and to purchase the
reversion or reversions, and otherwise to acquire on free hold sample of all or any of the
lands of the Company for the time being held under lease or for an estate less than
freehold estate.
(35) To improve, manage, develop, exchange, lease, sell, resell and re-purchase,
dispose off, deal or otherwise turn to account, any property (movable or immovable) or
any rights or privileges belonging to or at the disposal of the Company or in which the
Company is interested.
(36) To let, sell or otherwise dispose of subject to the provisions of Section 180 of the
Act and of the other Articles any property of the Company, either absolutely or
conditionally and in such manner and upon such terms and conditions in all respects as it
thinks fit and to accept payment in satisfaction for the same in cash or otherwise as it
thinks fit.
336(37) Generally subject to the provisions of the Act and these Articles, to delegate the
powers/authorities and discretions vested in the Directors to any person(s), firm,
company or fluctuating body of persons as aforesaid.
(38) To comply with the requirements of any local law which in their opinion it shall
in the interest of the Company be necessary or expedient to comply with.
MANAGING AND WHOLE-TIME DIRECTORS
145. a) Subject to the provisions of the Act and of these Articles, the Directors may from Powers to
time to time in Board Meetings appoint one or more of their body to be a Managing appoint
Director or Managing Directors or whole-time Director or whole-time Directors of the Managing/
Company for such term not exceeding five years at a time as they may think fit to manage Whole-time
the affairs and business of the Company, and may from time to time (subject to the Directors
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.
b) The Managing Director or Managing Directors or whole-time Director or whole-
time Directors so appointed shall be liable to retire by rotation. A Managing Director or
Whole- time Director who is appointed as Director immediately on the retirement by
rotation shall continue to hold his office as Managing Director or Whole-time Director
and such re- appointment as such Director shall not be deemed to constitute a break in
his appointment as Managing Director or Whole-time Director.
146. The remuneration of a Managing Director or a Whole-time Director (subject to the Remuneration
provisions of the Act and of these Articles and of any contract between him and the of Managing or
Company) shall from time to time be fixed by the Directors, and may be, by way of fixed Whole-time
salary, or commission on profits of the Company, or by participation in any such profits, Director
or by any, or all of these modes.
147. (1) Subject to control, direction and supervision of the Board of Directors, the day- Powers and
today management of the company will be in the hands of the Managing Director duties of
or Whole- time Director appointed in accordance with regulations of these Articles Managing
of Association with powers to the Directors to distribute such day-to-day Director or
management functions among such Directors and in any manner as may be directed Whole- time
by the Board. Director
(2) The Directors may from time to time entrust to and confer upon the Managing
Director or Whole-time Director for the time being save as prohibited in the Act,
such of the powers exercisable under these presents by the Directors as they may
think fit, and may confer such objects and purposes, and upon such terms and
conditions, and with such restrictions as they think expedient; and they may subject
to the provisions of the Act and these Articles confer such powers, either collaterally
with or to the exclusion of, and in substitution for, all or any of the powers of the
Directors in that behalf, and may from time to time revoke, withdraw, alter or vary
all or any such powers.
(3) The Company’s General Meeting may also from time to time appoint any Managing
Director or Managing Directors or Whole-time Director or Whole-time Directors of
the Company and may exercise all the powers referred to in these Articles.
(4) The Managing Director shall be entitled to sub-delegate (with the sanction of the
Directors where necessary) all or any of the powers, authorities and discretions for
the time being vested in him in particular from time to time by the appointment of
any attorney or attorneys for the management and transaction of the affairs of the
Company in any specified locality in such manner as they may think fit.
(5) Notwithstanding anything contained in these Articles, the Managing Director is
expressly allowed generally to work for and contract with the Company and
especially to do the work of 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
337148. a) Subject to the provisions of the Act,— Board to
i. A chief executive officer, manager, company secretary or chief financial officer may appoint Chief
be appointed by the Board for such term, at such remuneration and upon such Executive
conditions as it may think fit; and any chief executive officer, manager, company Officer/Manage
secretary or chief financial officer so appointed may be removed by means of a r/ Company
resolution of the Board; Secretary/ Chief
ii. A director may be appointed as chief executive officer, manager, company Financial
secretary or chief financial officer. Officer
b) 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.
THE SEAL
149. (a) The Board shall provide a Common Seal for the purposes of the Company, and shall The seal, its
have power from time to time to destroy the same and substitute a new Seal in lieu custody and use
thereof, and the Board shall provide for the safe custody of the Seal for the time
being, and the Seal shall never be used except by the authority of the Board or a
Committee of the Board previously given.
(b) The Company shall also be at liberty to have an Official Seal in accordance with of
the Act, for use in any territory, district or place outside India.
150. The seal of the company shall not be affixed to any instrument except by the authority of Deeds how
a resolution of the Board or of a committee of the Board authorized by it in that behalf, executed
and except in the presence of at least two directors and of the secretary or such other
person as the Board may appoint for the purpose; and those two directors and the
secretary or other person aforesaid shall sign every instrument to which the seal of the
company is so affixed in their presence.
DIVIDEND AND RESERVES
151. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to Division of
dividends, all dividends shall be declared and paid according to the amounts paid or profits
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.
152. The Company in General Meeting may declare dividends, to be paid to members The company in
according to their respective rights and interests in the profits and may fix the time for General
payment and the Company shall comply with the provisions of Section 127 of the Act, Meeting may
but no dividends shall exceed the amount recommended by the Board of Directors, but declare
the Company may declare a smaller dividend in general meeting. Dividends
153. a) The Board may, before recommending any dividend, set aside out of the profits Transfer to
of the company such sums as it thinks fit as a reserve or reserves which shall, at the reserves
discretion of the Board, be applicable for any purpose to which the profits of the company
may be properly applied, including provision for meeting contingencies or for equalizing
dividends; and pending such application, may, at the like discretion, either be employed
in the business of the company or be invested in such investments (other than shares of
the company) as the Board may, from time to time, thinks fit.
b) The Board may also carry forward any profits which it may consider necessary
not to divide, without setting them aside as a reserve.
154. Subject to the provisions of section 123, the Board may from time to time pay to the Interim
members such interim dividends as appear to it to be justified by the profits of the Dividend
company.
155. The Directors may retain any dividends on which the Company has a lien and may apply Debts may be
the same in or towards the satisfaction of the debts, liabilities or engagements in respect deducted
of which the lien exists.
156. No amount paid or credited as paid on a share in advance of calls shall be treated for the Capital paid up
purposes of this articles as paid on the share. in advance not to
earn dividend
338157. All dividends shall be apportioned and paid proportionately to the amounts paid or Dividends in
credited as paid on the shares during any portion or portions of the period in respect of proportion to
which the dividend is paid but if any share is issued on terms providing that it shall rank amount paid-up
for dividends as from a
particular date such share shall rank for dividend accordingly.
158. The Board of Directors may retain the dividend payable upon shares in respect of which Retention of
any person under Articles has become entitled to be a member, or any person under that dividends until
Article is entitled to transfer, until such person becomes a member, in respect of such completion of
shares or shall duly transfer the same. transfer under
Articles
159. No member shall be entitled to receive payment of any interest or dividend or bonus in No Member to
respect of his share or shares, whilst any money may be due or owing from him to the receive dividend
Company in respect of such share or shares (or otherwise however, either alone or jointly whilst indebted to
with any other person or persons) and the Board of Directors may deduct from the interest the company and
or dividend payable to any member all such sums of money so due from him to the the Company’s
Company. right of
reimbursement
thereof
160. A transfer of shares does not pass the right to any dividend declared thereon before the Effect of transfer
registration of the transfer. of shares.
161. Any one of several persons who are registered as joint holders of any share may give Dividend to joint
effectual receipts for all dividends or bonus and payments on account of dividends in holders
respect of such share.
162. a) Any dividend, interest or other monies payable in cash in respect of shares may be Dividends how
paid by cheque or warrant sent through the post directed to the registered address of the remitted
holder or, in the case of joint holders, to the registered address of that one of the joint
holders who is first named on the register of members, or to such person and to such
address as the holder or joint holders may in writing direct.
b) Every such cheque or warrant shall be made payable to the order of the person to
whom it is sent.
163. Notice of any dividend that may have been declared shall be given to the persons entitled Notice of
to share therein in the manner mentioned in the Act. dividend
164. No unclaimed dividend shall be forfeited before the claim becomes barred by law and no No interest on
unpaid dividend shall bear interest as against the Company. Dividends
CAPITALIZATION
165. (1) The Company in General Meeting may, upon the recommendation of the Board, Capitalization
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.
339(1) 166. Whenever such a resolution as aforesaid shall have been passed, the Board shall — Fractional
(a) make all appropriations and applications of the undivided profits resolved to be Certificates
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 Offer of fractional certificates or by payment in cash
or otherwise as it thinks fit, in case of shares becoming distributable in fractions;
and also
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into
an agreement with the Company providing for the allotment to them respectively,
credited as fully paid up, of any further shares to which they may be entitled upon
such capitalization, or (as the case may require) for the payment by the Company
on their behalf, by the application thereto of their respective proportions, of the
profits resolved to be capitalized, of the amounts or any part of the amounts
remaining unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective and binding on all such
members.
(4) That for the purpose of giving effect to any resolution, under the preceding paragraph
of this Article, the Directors may give such directions as may be necessary and
settle any questions or difficulties that may arise in regard to any issue including
distribution of new equity shares and fractional certificates as they think fit.
167. (1) The books containing the minutes of the proceedings of any General Meetings of the Inspection of
Company shall be open to inspection of members without charge on such days and Minutes Books
during such business hours as may consistently with the provisions of Section 119 of General
of the Act be determined by the Company in General Meeting and the members will Meetings
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 ₹ 10 per page or any part thereof.
168. a) The Board shall from time to time determine whether and to what extent and at what Inspection of
times and places and under what conditions or regulations, the accounts and books Accounts
of the company, or any of them, shall be open to the inspection of members not being
directors.
b) No member (not being a director) shall have any right of inspecting any account or
book or document of the company except as conferred by law or authorised by the
Board or by the company in general meeting.
FOREIGN REGISTER
169. The Company may exercise the powers conferred on it by the provisions of the Act with Foreign
regard to the keeping of Foreign Register of its Members or Debenture holders, and the Register
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
170. Any document or notice to be served or given by the Company be signed by a Director Signing of
or such person duly authorised by the Board for such purpose and the signature may be documents &
written or printed or lithographed. notices to be
served or give
171. Save as otherwise expressly provided in the Act, a document or proceeding requiring Authentication
authentication by the company may be signed by a Director, the Manager, or Secretary of documents
or other Authorised Officer of the Company and need not be under the Common Seal of and proceedings
the Company.
WINDING UP
172. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i) If the company shall be wound up, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the Act, divide
amongst the members, in specie or kind, the whole or any part of the assets of the
company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon
any property to be divided as aforesaid and may determine how such division shall be
carried out as between the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he considers
340necessary, but so that no member shall be compelled to accept any shares or other
securities whereon there is any liability.
INDEMNITY
173. Subject to provisions of the Act, every Director, or Officer or Servant of the Company or Directors’ and
any person (whether an Officer of the Company or not) employed by the Company as others right to
Auditor, shall be indemnified by the Company against and it shall be the duty of the indemnity
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 favor, 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.
174. Subject to the provisions of the Act, no Director, Managing Director or other officer of Not responsible
the Company shall be liable for the acts, receipts, neglects or defaults of any other for acts of
Directors or Officer, or for joining in any receipt or other act for conformity, or for any others
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 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.
SECRECY
175. (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee, Secrecy
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.
(b) No member or other person (other than a Director) shall be entitled to enter the Access to
property of the Company or to inspect or examine the Company's premises or properties property
or the books of accounts of the Company without the permission of the Board of information etc.
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.
341SECTION XIII: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company
or contracts entered more than two (2) years before the date of filing of this Red Herring Prospectus) which are or may
be deemed material have been entered or are to be entered by our Company. These contracts, copies of which will be
attached to the copy of the Red Herring Prospectus will be delivered to the Registrar of Companies for filing and also the
documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company situated at
Village- Ramdevpur, PO-Bawali Bishnupur 2, Parganas South, Bishnupur, West Bengal-743384 India from date of filing
the Red Herring Prospectus with Registrar of Companies to Issue Closing Date on working days from 10:00 a.m. to 5:00
p.m. Further, copies of these contracts shall also be available for inspection on the website of the Company.
A. Material Contracts
1. Memorandum of Understanding dated January 07, 2025, between our Company, the Selling Shareholder and the
Book Running Lead Manager and addendum to Memorandum of Understanding dated July 17, 2025.
2. Registrar to the Issue Agreement dated January 07, 2025, between our Company, the Selling Shareholder and the
Registrar to the Issue and addendum to Registrar to the Issue Agreement dated July 17, 2025.
3. Underwriting Agreement dated January 07, 2025, between our Company, Selling Shareholder and the Book
Running Lead Manager and Underwriters and addendum to Underwriting Agreement dated July 17, 2025.
4. Market Making Agreement dated January 07, 2025, between our Company, the Selling Shareholder and Book
Running Lead Manager and Market Maker and Revised Market Making Agreement dated August 13, 2025.
5. Share Escrow Agreement dated July 17, 2025 between our Company, the Selling Shareholder, the Book Running
Lead Managers and the Share Escrow Agent.
6. Banker to the Issue Agreement dated July 17, 2025 between our Company, the Book Running Lead Manager, Banker
to the Issue / Sponsor Bank and Registrar to the Issue.
7. Syndicate Agreement dated July 17, 2025 between Our Company, the Selling Shareholder, the Book Running Lead
Manager and Syndicate Members.
8. Tripartite agreement between the National Securities Depository Limited, our Company and the Registrar dated June
25, 2024.
9. Tripartite agreement between the Central Depository Services (India) Limited, our Company and the Registrar dated
July 15, 2024.
B. Material Documents
1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from time to
time.
2. Certificate of Incorporation dated September 10, 2008 issued by Deputy Registrar of Companies, West Bengal.
3. Fresh Certificate of Incorporation dated August 05, 2024 issued by Registrar of Companies, Central Processing
Centre consequent upon conversion to Public Company dated August 05, 2024 from ARC Insulation and Insulators
Private Limited to ARC Insulation and Insulators Limited pursuant to the conversion of our Company into a Public
Limited Company issued.
4. Certificate of Registration of Special Resolution confirming Alteration of Object Clause(s) of the Company dated
October 06, 2024 issued by Registrar of Companies, Central Processing Centre.
5. Resolution of the Board of Directors of our Company, passed at the Meeting of the Board of Directors held on
September 21, 2024 in relation to the Offer.
3426. Resolution of the Shareholders of our Company, passed at the Extra Ordinary General Meeting held with a shorter
notice on September 23, 2024 in relation to the Offer.
7. Valuation Report for the allotment dated September 30, 2024, which was carried out at a price below the established
offer price.
8. Resolution of the Board of Directors of our Company dated January 20, 2025 approving the Draft Red Herring
Prospectus for filing with the Stock Exchange.
9. Resolution of the Board of Directors of our Company dated August 16, 2025 approving the Red Herring Prospectus
for filing with the Stock Exchange.
10. Resolution of the Board of Directors of our Company dated [●] approving the Prospectus for filing with the Stock
Exchange.
11. Annual Report of the Company for the Financial Year ending on March 31, 2025, March 31, 2024 and March 31,
2023.
12. The Statement of Possible Tax Benefits dated August 06, 2025 issued by the Statutory Auditor included in this Red
Herring Prospectus.
13. Peer review Auditor’s report for Restated Financials dated August 06, 2025 included in this Red Herring Prospectus.
14. Certificate on Key Performance Indicators issued by our Peer review Auditor dated August 06, 2025.
15. Consents of Our Directors, Promoters, Company Secretary & Compliance Officer, Chief Financial Officer, Statutory
Auditor and Peer Review Auditor, Key Managerial Personnel, Book Running Lead Manager, Underwriters, Market
Maker to the Issue, Registrar to the Issue, Legal Advisor to the Issue, Banker(s) to the Company, Syndicate Member
and Banker(s) to the Issue to include their names in the Red Herring Prospectus to act in their respective capacities.
16. Due Diligence Certificate dated August 13, 2025 addressed to SEBI from Book Running Lead Manager.
17. Approval from National Stock Exchange of India Limited vide letter dated June 02, 2025 to use the name of National
Stock Exchange of India Limited in this Offer Document for listing of Equity Shares on Emerge Platform of National
Stock Exchange of India Limited.
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time
if so, required in the interest of our Company or if required by the other parties, with the consent of shareholder’s subject
to compliance of the provisions contained in the Companies Act and other relevant provisions.
343DECLARATION
We hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines and regulations
issued by the Government of India, or the guidelines and regulations issued by the Securities and Exchange Board of
India, established under Regulation 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have
been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus/ Red
Herring Prospectus/ Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities Contracts
(Regulation) Act, 1956 as amended, the Securities and Exchange Board of India Act, 1992, as amended or the rules,
regulations or guidelines issued thereunder, as the case may be. We further certify that all the statements, disclosures and
undertakings in this Red Herring Prospectus are true and correct.
SIGNED BY ALL THE DIRECTORS OF OUR COMPANY
NAME AND DESIGNATION SIGNATURE
MR. MANISH BAJORIA Sd/-
Managing Director
DIN: 02203237
MS. NEELAM BAJORIA Sd/-
Executive Director
DIN: 02250051
MR. ASHISH BAJORIA Sd/-
Non-Executive Director
DIN: 10662463
MS. CHETNA GUPTA Sd/-
Independent Director
DIN: 02212440
MS. SURUCHI JAIN VIRENDRA KUMAR JAIN Sd/-
Independent Director
DIN: 10205026
SIGNED BY THE CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY & COMPLIANCE
OFFICER OF OUR COMPANY
Sd/- Sd/-
MR. MANISH BAJORIA MS. SHRADDHA DHACHOLIA
Chief Financial Officer Company Secretary & Compliance Officer
PAN: ADOPB7586R PAN: BLZPD6310D
Place: Kolkata
Date: August 16, 2025
344DECLARATION BY SELLING SHAREHOLDER
I, Mr. Manish Bajoria in my capacity as a Selling Shareholder, hereby confirm and certify that all statements, disclosures
and undertakings specifically made or confirmed in this Red Herring Prospectus about or specifically in relation to myself
as a Selling Shareholder and the portion of Equity Shares offered by me in the Offer for Sale are true and correct. I assume
no responsibility for any other statements, disclosures and undertakings including any statements, disclosures and
undertakings made by, or relating to the Company or any other person(s) in this Red Herring Prospectus.
SIGNED BY THE SELLING SHAREHOLDER
Sd/-
Mr. Manish Bajoria
Promoter Selling Shareholder
Place: Kolkata
Date: August 16, 2025
345