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RED HERRING PROSPECTUS
Dated: July 22, 2025
(Please read section 26 and 32 of the Companies Act, 2013
100% Book Built Issue)
B. D. Industries (Pune) Limited
Corporate Identification Number: U25203MH2010PLC202092
REGISTERED OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
15th Flr, 1501-B, Universal Majestic, PL Lokhande
Marg, G M Link Road, Nr R B K International School, Prerana Bhargav Gor E-mail: cs@bdi-group.org
www.bdi-group.org
Mumbai City, Govandi West Mumbai, Maharashtra, Company Secretary & Compliance Officer Tel No: 022-6249-0801
India, 400043 India.
PROMOTERS OF OUR COMPANY: DALBIRPAL SAINI, ARTI SAINI, AKSHAY SAINI, RAHUL SAINI
DETAILS OF THE ISSUE
OFS SIZE (BY
NO. OF
TYPE FRESH ISSUE SIZE TOTAL ISSUE SIZE ELIGIBILITY
SHARES OR BY
AMOUNT IN (₹)
Fresh Issue Upto 42,00,000 Equity Upto 42,00,000 Equity This issue is being made in terms of Regulation
Shares of face value of ₹ Shares of face value of ₹ [229(2)] of Chapter IX of the SEBI (ICDR)
NA
10 each aggregating 10 each aggregating Regulations, 2018 as amended.
Upto ₹ [•] lakhs Upto ₹ [•] lakhs
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION – NOT APPLICABLE
AS THIS IS A FRESH ISSUE OF EQUITY SHARES
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of each Equity
Share is ₹ 10/-. The Floor Price, Cap Price and Issue Price as determined by our Company, in consultation with the Book Running Lead Manager, on the
basis of the assessment of market demand for the Equity Shares by way of the Book Building process, as stated under “Basis of Issue Price” on page 93
should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an
active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in Equity and Equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to
take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For
taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares
issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy
or adequacy of the Red Herring Prospectus. Specific attention of the investors is invited of the section titled “Risk Factors” beginning on Page No. 26 of this
Red Herring Prospectus.
ISSUER’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 this Issue, which is material in the context of this Issue, that the information contained in this Red Herring Prospectus is true and
correct in all material aspects and is not misleading in any material respect, that 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.
LISTING
The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”) 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 from BSE Limited (“BSE”) for using its name in this offer document for listing our shares on the SME Platform of BSE Limited. For the purpose of
this Issue, the Designated Stock Exchange will be BSE Limited (“BSE”).
BOOK RUNNING LEAD MANAGER
NAME AND LOGO CONTACT PERSON EMAIL & TELEPHONE
Tel: +91 - 22 - 6216 6999
Vatsal Ganatra/Deepak Biyani
Email: ipo@afsl.co.in
ARYAMAN FINANCIAL SERVICES LIMITED
REGISTRAR TO THE ISSUE
NAME AND LOGO CONTACT PERSON EMAIL & TELEPHONE
Tel. No.: +91 - 44 - 40020700
K. Sreepriya Email: priya@cameoindia.com
CAMEO CORPORATE SERVICES LIMITED
BID/ ISSUE PERIOD
ANCHOR PORTION ISSUE OPENS/CLOSES ON: BID/ISSUE OPENS ON: BID/ISSUE CLOSES ON: FRIDAY,
TUESDAY, JULY 29, 2025* WEDNESDAY, JULY 30, 2025 AUGUST 01, 2025
*Our Company in consultation with the BRLM may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one
Working Day prior to the Bid/ Offer Opening Date in accordance with the SEBI ICDR Regulations.RED HERRING PROSPECTUS
Dated: July 22, 2025
(Please read section 26 and 32 of the Companies Act, 2013
100% Book Built Issue)
B. D. Industries (Pune) Limited
B. D. Industries (Pune) Limited was originally incorporated as “B. D. Industries (Pune) Private Limited” on April 16, 2010 under the provisions of the Companies Act, 1956 with the Registrar of Companies,
Mumbai with CIN U25203MH2010PTC202092. Further, our Company was converted into Public Limited Company pursuant to special resolution passed by the shareholders of our Company in their meeting
held on December 10, 2024 and the name of our Company was changed to “B. D. Industries (Pune) Limited” and a Fresh Certificate of Incorporation consequent upon conversion of Company to Public
Limited dated December 24, 2024 was issued by Central Processing Centre bearing CIN: U25203MH2010PLC202092.
Registered Office: 15th Flr, 1501-B, Universal Majestic, PL Lokhande Marg, G M Link Road, Nr R B K International School, Mumbai City, Govandi West Mumbai, Maharashtra, India, 400043, India;
Telephone: 022-6249-0801 Email: cs@bdi-group.org; Website: www.bdi-group.org ; Contact Person: Prerana Bhargav Gor, Company Secretary & Compliance Officer;
Corporate Identity Number: U25203MH2010PLC202092
PROMOTERS OF OUR COMPANY: DALBIRPAL SAINI, ARTI SAINI, AKSHAY SAINI, RAHUL SAINI
DETAILS OF THE ISSUE
INITIAL PUBLIC OFFER OF UPTO 42,00,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH ("EQUITY SHARES") OF B. D. INDUSTRIES (PUNE) LIMITED (“OUR COMPANY” OR “THE ISSUER”)
AT AN ISSUE PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF [●] PER EQUITY SHARE) FOR CASH, AGGREGATING UPTO ₹[●] LAKHS (“PUBLIC ISSUE”) OUT OF WHICH
2,16,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH, AT AN ISSUE PRICE OF ₹[●] PER EQUITY SHARE FOR CASH, AGGREGATING ₹[●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY
THE MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE PUBLIC ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 39,84,000 EQUITY
SHARES OF FACE VALUE OF ₹ 10 EACH, AT AN ISSUE PRICE OF ₹[●] PER EQUITY SHARE FOR CASH, AGGREGATING UPTO ₹[●] LAKHS IS HEREINAFTER REFERRED TO AS THE "NET ISSUE".
THE PUBLIC ISSUE AND NET ISSUE WILL CONSTITUTE 29.56% AND 28.04% RESPECTIVELY OF THE POST- ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM AND WILL BE ADVERTISED IN ALL EDITION OF BUSINESS
STANDARD (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITION OF BUSINESS STANDARD (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND
MUMBAI EDITION OF LAKSHADEEP (A WIDELY CIRCULATED MARATHI NATIONAL DAILY NEWSPAPER, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA 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 SME PLATFORM OF BSE (“BSE
SME”) FOR THE PURPOSES OF UPLOADING ON ITS WEBSITE IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).
In case of any revision in the Price Band, the Bid/Issue Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/Issue Period not exceeding 10
Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing extend the Bid/Issue Period for a minimum of one Working Day, subject to
the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a
press release and also by indicating the change on the website of the BRLM and at the terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and Sponsor Bank as applicable.
This Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with [Regulation 229 (2)] of the SEBI ICDR
Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations, wherein not more than 50% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional
Buyers (“QIBs”) (the “QIB Portion”), provided that our Company may, in consultation with the Book Running Lead Manager, may allocate upto 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, 5.00%
of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB
Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5.00% 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 Issue shall be available for
allocation on a proportionate basis to Non-Institutional Investors, out of which (a) one third of such portion was reserved for applicants with application size of more than 2 lots and up to such lots equivalent to not
more than ₹ 10,00,000 and (b) two-third of such portion was reserved for applicants with application size of more than ₹ 10,00,000 provided that the unsubscribed portion in either of such sub-categories could have
been allocated to applicants in the other sub-category of Non-Institutional Bidders and not less than 35% of the Net Issue 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 from them at or above the Issue Price. All Bidders are required to participate in the Issue by mandatorily utilizing the
Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self
Certified Syndicate Banks (“SCSBs”) or 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 Issue through the ASBA
process. For details, see “Issue Procedure” on page 249 of this Red Herring Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first issue of the Issuer, there has been no formal market for the securities of the Issuer. The face value of the equity shares is ₹ 10/- each. The issue price/floor price/price band should not be taken to
be indicative of the market price of the specified securities after the specified securities are listed. No assurance can be given regarding an active or sustained trading in the equity shares of the Issuer nor regarding
the price at which the equity shares will be traded after listing.
GENERAL RISKS
Investments in Equity and Equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are
advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including
the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the
Red Herring Prospectus. Specific attention of the investors is invited of the section titled “Risk Factors” beginning on Page No. 26 of this this Red Herring Prospectus.
ISSUER’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 Issue, which is material in
the context of this Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that 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.
LISTING
The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”) 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 from BSE Limited (“BSE”) for using its name in this offer document for listing our shares on SME
Platform of BSE. For the purpose of this Issue, the Designated Stock Exchange will be BSE Limited (“BSE”).
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
ARYAMAN FINANCIAL SERVICES LIMITED CAMEO CORPORATE SERVICES LIMITED
60, Khatau Building, Ground Floor, Alkesh Dinesh Modi Marg Subramanian Building, No. 1, Club House Road,
Fort, Mumbai – 400 001 Chennai – 600 002.
Tel No.: +91 22 6216 6999 Tel. No.: +91 - 44 – 40020700 (5 Lines)
Email: ipo@afsl.co.in Email: priya@cameoindia.com
Website: www.afsl.co.in Website: www.cameoindia.com
Investor Grievance Email: feedback@afsl.co.in Investor Grievance Email: investor@cameodina.com
Contact Person: Vatsal Ganatra/ Deepak Biyani Contact Person: K. Sreepriya
SEBI Registration No. INM000011344 SEBI Registration No.: INR000003753
ISSUE PROGRAMME
ANCHOR PORTION ISSUE OPENS/CLOSES ON: TUESDAY, JULY 29, 2025* BID/ISSUE OPENS ON: WEDNESDAY, JULY 30, 2025 BID/ISSUE CLOSES ON: FRIDAY, AUGUST 01, 2025
*Our Company in consultation with the BRLM may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day
prior to the Bid/ Offer Opening Date in accordance with the SEBI ICDR Regulations.Table of Contents
SECTION I – GENERAL ................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ................................................................................................................... 1
CERTAIN CONVENTIONS AND PRESENTATION OF FINANCIAL ............................................................. 14
FORWARD-LOOKING STATEMENTS .................................................................................................................. 16
SECTION II - SUMMARY OF ISSUE DOCUMENT ................................................................................................... 18
SECTION III- RISK FACTORS ..................................................................................................................................... 26
SECTION IV: INTRODUCTION ................................................................................................................................... 52
THE ISSUE ................................................................................................................................................................... 52
SUMMARY OF FINANCIAL INFORMATION ..................................................................................................... 54
GENERAL INFORMATION ..................................................................................................................................... 60
CAPITAL STRUCTURE ............................................................................................................................................. 71
SECTION V- PARTICULARS OF THE ISSUE ............................................................................................................ 81
OBJECTS OF THE ISSUE ........................................................................................................................................... 81
BASIS OF ISSUE PRICE ............................................................................................................................................. 93
STATEMENT OF TAX BENEFITS ............................................................................................................................ 98
SECTION VI – ABOUT OUR COMPANY .................................................................................................................. 101
INDUSTRY OVERVIEW .......................................................................................................................................... 101
OUR BUSINESS ........................................................................................................................................................ 107
KEY REGULATIONS AND POLICIES .................................................................................................................. 121
HISTORY AND CERTAIN CORPORATE MATTERS ........................................................................................ 129
OUR SUBSIDIARY ................................................................................................................................................... 133
OUR MANAGEMENT ............................................................................................................................................. 135
OUR PROMOTER AND PROMOTER GROUP ................................................................................................... 150
OUR GROUP COMPANIES .................................................................................................................................... 156
DIVIDEND POLICY ................................................................................................................................................. 158
SECTION VII- FINACIAL INFORMATION ............................................................................................................. 159
RESTATED FINANCIAL INFORMATION .......................................................................................................... 159
OTHER FINANCIAL INFORMATION ................................................................................................................. 190
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION ............................................................................................................................................................. 191
CAPITALISATION STATEMENT ......................................................................................................................... 206
FINANCIAL INDEBTEDNESS ............................................................................................................................... 207
SECTION VIII – LEGAL AND OTHER INFORMATION ....................................................................................... 209
OUTSTANDING LITIGATION AND MATERIAL DEVLOPMENTS .............................................................. 209
GOVERNMENT AND OTHER STATUTORY APPROVALS ............................................................................ 216
SECTION IX – OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................... 222
SECTION X – ISSUE INFORMATION ....................................................................................................................... 236
TERMS OF THE ISSUE ............................................................................................................................................ 236
ISSUE STRUCTURE ................................................................................................................................................. 245
ISSUE PROCEDURE ................................................................................................................................................ 249
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ...................................................... 279
SECTION XI – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ............................................................ 281
SECTION XII – OTHER INFORMATION ................................................................................................................. 296
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................................. 296
DECLARATION ....................................................................................................................................................... 298SECTION 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 same meaning as provided below. References to any legislation, act, regulation, rule, guideline or
policy shall be to such legislation, act, regulation, rule, guideline or policy, 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 Depositories
Act or the rules and regulations made there under.
GENERAL AND COMPANY RELATED TERMS
Term Description
“Company”, “our B. D. Industries (Pune) Limited, a Company incorporated in India under the provisions of
Company”, “the Companies Act, 1956, having its Registered office at 15th Flr, 1501-B, Universal Majestic, PL
Company”, “the Lokhande Marg G M Link Road, Nr R B K International School, Mumbai City, Govandi West,
Issuer”, or “BDIPL” Mumbai, Maharashtra, India, 400043.
Unless the context otherwise indicates or implies, our Company together with its Subsidiary,
“we”, “us” or “our”
on a consolidated basis.
Dalbirpal Saini, Arti Saini, Akshay Saini and Rahul Saini. For further details, please see the
Our Promoter(s) section entitled “Our Promoters and Promoter Group” on page 150 of this Red Herring
Prospectus.
Companies, individuals and entities (other than companies) as defined under Regulation
Promoter Group 2(1)(pp) of the SEBI (ICDR) Regulations, 2018 which is provided in the chapter titled “Our
Promoters and Promoter Group”.
COMPANY RELATED TERMS
Term Description
Articles /
Articles of The articles of association of our Company, as amended from time to time
Association/AOA
The Audit Committee of the Board of Directors constituted in accordance with Section 177
Audit Committee of the Companies Act, 2013. For details refer section titled “Our Management” on page 135
of this Red Herring Prospectus.
Auditor / Statutory The Statutory Auditors of our Company being M/s. Jagdish & Harish, Chartered Accountants
Auditor/ (F.R.N: 120028W).
Bankers to the
Banker to our Company, namely HDFC Bank Limited.
Company
Board of Directors /
The Board of Directors of the Company unless otherwise specified.
Board/BOD
Companies Act The Companies Act, 1956/2013 as amended from time to time.
CIN Corporate Identification Number of our Company i.e. U25203MH2010PLC202092
Chief Financial
The Chief Financial officer of our Company, being Pranshu Garg.
Officer (CFO)
Chairman Dalbirpal Saini, the Chairman of our Company.
Company Secretary
and Compliance The Company Secretary and Compliance Officer of our Company, being Prerana Bhargav Gor
Officer (CS)
Depositories Act The Depositories Act, 1996, as amended from time to time
DIN Director Identification Number
Equity Shares of our Company of face value of ₹ 10/- each unless otherwise specified in the
Equity Shares
context thereof
Equity Shareholders Persons/ Entities holding Equity Shares of Our Company
1Term Description
Executive Director/
Executive Director
ED
Companies (other than our Subsidiaries) with which there have been related party transactions,
Group Companies during the last three financial years, as covered under the applicable accounting standards and
other companies as considered material by the Board in accordance with the Materiality Policy.
A non-executive & Independent Director as per the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. For details of the
Independent Director
Independent Directors, please refer chapter titled “Our Management “beginning on page no.
135 of this Red Herring Prospectus.
ISIN International Securities Identification Number. In this case being INE1LJ801017
Key Managerial
The officer vested with executive power and the officers at the level immediately below the
Personnel / Key
Board of Directors as described in the section titled “Our Management” on page 135 of this
Managerial
Red Herring Prospectus.
Employees
The policy on identification of group companies, material creditors and material litigation,
Materiality Policy adopted by our Board on June 20, 2025 in accordance with the requirements of the SEBI ICDR
Regulations.
MOA/Memorandum
/Memorandum of Memorandum of Association of our Company as amended from time to time.
Association
Non-Residents A person resident outside India, as defined under FEMA.
Nomination and The Nomination and Remuneration Committee of our Board of Directors constituted in
Remuneration accordance with Companies Act, 2013. For details refer section titled “Our Management” on
Committee page 135 of this Red Herring Prospectus.
Non-Executive
A Director not being an Executive Director or an Independent Director.
Director
NRIs / Non-Resident A person resident outside India, as defined under FEMA and who is a citizen of India or a
Indians Person of Indian Origin under Foreign Outside India Regulations, 2000
Peer Review M/s. Jagdish & Harish, Chartered Accountants having its office located at 401-402, Shree
Auditors Herambh CHS, Mahatma Phule Rd, Mulund East, Mumbai-400081.
The registered office of our Company, which is situated at 15th Flr, 1501-B, Universal
Registered Office Majestic, PL Lokhande Marg G M Link Road, Nr R B K International School, Mumbai City,
Govandi West, Mumbai, Maharashtra, India, 400043.
The restated consolidated financial information of our Company and our Subsidiaries,
comprising the restated consolidated statement of assets and liabilities as at March 31, 2025,
the restated consolidated statement of profit and loss and the restated consolidated statement
of cash flows for the period ended March 31, 2025 and the related notes and annexures
Restated Financial
The restated standalone financial information of our Company which comprises of the restated
Statements
standalone statement of assets and liabilities as at March 31, 2024 and 2023 the restated
standalone statement of profit and loss and the restated standalone cash flow statement for the
years ended March 31, 2024 and 2023, and the related notes, schedules and annexures thereto
included in this Red Herring Prospectus, which have been prepared in accordance with
Companies Act, Indian GAAP, and restated in accordance with the SEBI ICDR Regulations.
ROC / Registrar of Registrar of Companies, Mumbai, having its office at 100, Everest, Marine Drive, Mumbai-
Companies 400002, Maharashtra, India
Senior Management Senior Management Personnel of our Company in terms of the SEBI ICDR Regulations. For
Personnel details, see “Our Management” beginning on page 135
Shareholders Shareholders of our Company, from time to time.
Stakeholders The Stakeholders Relationship Committee of our Board of Directors constituted in accordance
Relationship with Section 178 of the Companies Act, 2013. For details refer section titled “Our
Committee Management” on page 135 of this Red Herring Prospectus.
Subscriber to MOA Initial Subscribers to MOA being Dalbirpal Saini and Akash Chopra
The subsidiary of our Company as described in “Our Subsidiary” beginning on page no.133 of
Subsidiaries
this Red Herring Prospectus.
2ISSUE RELATED TERMS
Terms Description
Abridged Prospectus means a memorandum containing such salient features of a
Abridged Prospectus
Prospectus as may be specified by SEBI in this behalf
The slip or document issued by the Designated Intermediary to an Applicant as proof of
Acknowledgement Slip
registration of the Application
Allot / Allotment
Issue of the Equity Shares pursuant to the Issue to the successful applicants
/Allotted
Note or advice or intimation of Allotment sent to the Bidders who have been allotted Equity
Allotment Advice
Shares after the Basis of Allotment has been approved by the Designated Stock Exchanges
Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the
Allotment/Allot/Allotted
Issue pursuant to successful Bidders.
Allottee(s) The successful applicant to whom the Equity Shares are being / have been issued
A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
Anchor Investor with the requirements specified in the SEBI ICDR Regulations and the Red Herring
Prospectus.
Rs. [•]/- per equity share i.e. the price at which Equity Shares were made available for
Anchor Investor allocation to the Anchor Investors in terms of the Red Herring Prospectus and the
Allocation Price Prospectus, which was decided by our Company in consultation with the Book Running
Lead Manager during the Anchor Investor Bid/ Issue Period.
The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Anchor Investor
Portion and which was considered as an application for Allotment in terms of the Red
Application Form
Herring Prospectus and the Prospectus
Anchor Investor Bid/ July 29, 2025, being one working day prior to the Bid/ Issue Opening Date, on which Bids
Issue Period by Anchor Investors was submitted and allocation to the Anchor Investors was completed.
Anchor Investor Issue Rs. [•]/- per equity share being the final price at which the Equity Shares will be Allotted
Price to the Anchor Investors in terms of the Red Herring Prospectus and the Prospectus.
Upto 60% of the QIB Portion consisting of atleast 11,95,000 Equity Shares which were
Anchor Investor Portion allocated by our Company, in consultation with the Book Running Lead Manager, to the
Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations.
Application Supported An application, whether physical or electronic, used by applicants to make an application
by Blocked Amount / authorizing a SCSB to block the application amount in the ASBA Account maintained with
ASBA the SCSB.
Application Form The Form in terms of which the applicant shall apply for the Equity Shares of our Company
An account maintained with the SCSB and specified in the application form submitted by
ASBA Account
ASBA applicant for blocking the amount mentioned in the application form.
ASBA Bid A Bid made by ASBA Bidder
Banker to the Issue, Public Issue Bank, Refund Bank and Sponsor Bank, being Axis Bank
Banker to the Issue
Limited
The basis on which equity shares will be allotted to successful applicants under the Issue
Basis of Allotment and which is described in paragraph titled “Basis of allotment” under chapter titled “Issue
Procedure” starting from page no. 249 of this Red Herring Prospectus.
An indication to make an Issue during the Bid/Issue Period by an ASBA Bidder pursuant
to submission of the ASBA Form to subscribe to or purchase the Equity Shares at a price
Bid 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 relevant
Bid cum Application Form. The term “Bidding” shall be construed accordingly.
The amount at which the bidder makes a bid for the Equity Shares of our Company in terms
Bid Amount
of Red Herring Prospectus.
The form in terms of which the bidder shall make a bid, including ASBA Form, and which
Bid cum Application
shall be considered as the bid for the Allotment pursuant to the terms of this Red Herring
Form
Prospectus.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive
Bid/ Issue Period of both days, during which prospective Bidders can submit their Bids, including any
revisions thereof in accordance with the SEBI ICDR Regulations and the terms of the Red
3Terms Description
Herring Prospectus. Provided, however, that the Bidding shall be kept open for a minimum
of three Working Days for all categories of Bidders.
In cases of force majeure, banking strike or similar circumstances, our Company in
consultation with the BRLM, for reasons to be recorded in writing, extend the Bid / Issue
Period for a minimum of one Working Days, subject to the Bid/ Issue Period not exceeding
10 Working Days.
Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, being Friday, August 01, 2025 which
shall be notified in all editions of English national daily newspaper, Business Standard, all
editions of Hindi national newspaper Business Standard and Mumbai Edition of
Lakshadeep (A Widely Circulated Marathi National Daily Newspaper, Marathi being the
regional language of Maharashtra, where our Registered Office is located).
Bid/Issue Closing Date
In case of any revisions, the extended Bid/ Issue Closing Date will be widely disseminated
by notification to the Stock Exchanges, by issuing a public notice, and also by indicating
the change on the websites of the Book Running Lead Manager and at the terminals of the
other members of the Syndicate and by intimation to the Designated Intermediaries and the
Sponsor Bank.
Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, being Wednesday, July 30, 2025, which
shall be notified in all editions of English national daily newspaper, Business Standard all
Bid/Issue Opening Date
editions of Hindi national newspaper Business Standard and Mumbai Edition of
Lakshadeep (A Widely Circulated Marathi National Daily Newspaper, Marathi being the
regional language of Maharashtra, where our Registered Office is located).
Any prospective investor who makes a bid for Equity Shares in terms of Red Herring
Bidder/ Investor
Prospectus.
Centers at which the Designated Intermediaries shall accept the Bid cum Application Forms
i.e. Designated SCSB Branch for SCSBs, Specified Locations for members of the
Bidding Centers
Syndicate, Broker Centers for Registered Brokers, Designated RTA Locations for RTAs
and Designated CDP Locations for CDPs.
Centers at which the Designated Intermediaries shall accept the Application Forms i.e.
Designated SCSB Branch for SCSBs, Specified Locations for members of the Syndicate,
Bidding Centers
Broker Centers for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs.
Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Book Building Process
Regulations, in terms of which the Issue is being made.
BRLM / Book Running Book Running Lead Manager to the Issue, in this case being Aryaman Financial Services
Lead Manager Limited, SEBI Registered Category I Merchant Banker.
Broker centers notified by the Stock Exchanges where investors can submit the Application
Forms to a Registered Broker. The details of such Broker Centers, along with the names
Broker Centers
and contact details of the Registered Brokers are available on the websites of the Stock
Exchange.
CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
Allocation Note been allocated the Equity Shares, on/after the Anchor Investor Bidding Date.
The higher end of the Price Band, subject to any revisions thereto, above which the Issue
Cap Price
Price will not be finalized and above which no Bids will be accepted.
The Issue Price, which shall be any price within the Price band as finalized by our Company
in consultation with the BRLM. Only Individual Bidders (who applies for minimum
Cut-Off Price
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.
Client Identification Number maintained with one of the Depositories in relation to demat
Client Id
account.
A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Collecting Depository
and who is eligible to procure bids at the Designated CDP Locations in terms of circular
Participants or CDPs
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
Controlling Branches of Such branches of the SCSBs which coordinate with the BRLM, the Registrar to the Issue
the SCSBs and the Stock Exchange.
4Terms Description
The demographic details of the Applicants such as their Address, PAN, name of the
Demographic Details
applicant father/husband, investor status, and occupation and Bank Account details.
A depository registered with SEBI under the SEBI (Depositories and Participants)
Depository
Regulations, 2018.
Depository Participant A Depository Participant as defined under the Depositories Act, 1996
Designated The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs
Intermediaries/ and RTAs, who are categorized to collect Application Forms from the Applicant, in relation
Collecting Agent to the Issue.
Such locations of the CDPs where bidder can submit the Bid cum Application Forms to
Collecting Depository Participants.
Designated CDP
The details of such Designated CDP Locations, along with names and contact details of the
Locations
Collecting Depository Participants eligible to accept Bid cum Application Forms are
available on the website of the Stock Exchange.
The date on which amounts blocked by the SCSBs are transferred from the ASBA
Accounts, as the case may be, to the Public Issue Account or the Refund Account, as
Designated Date appropriate, in terms of the Red Herring Prospectus, after finalization of the Basis of
Allotment in consultation with the Designated Stock Exchange, following which the Board
of Directors may Allot Equity Shares to successful Bidders in the Issue.
Such locations of the RTAs where bidder can submit the Bid cum Application Forms to
Designated RTA RTAs. The details of such Designated RTA Locations, along with names and contact details
Locations of the RTAs eligible to accept Bid cum Application Forms are available on the website of
the Stock Exchange.
Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form from
Designated SCSB the ASBA bidder and a list of which is available on the website of SEBI at
Branches http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/ Recognized-Intermediaries or at such
other website as may be prescribed by SEBI from time to time.
Designated Stock
SME Platform of BSE Limited (“BSE SME”)
Exchange
DP ID Depository Participant’s Identity Number
Draft Red Herring Prospectus dated March 13, 2025, filed with SME Exchange of BSE
Draft Red Herring
Limited in accordance with Section 32 of the Companies Act, 2013 and SEBI (ICDR)
Prospectus or DRHP
Regulations.
Electronic Transfer of
Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
Funds
NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation
Eligible NRI under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation
to subscribe to the Equity Shares Allotted herein.
QFIs from such jurisdictions outside India where it is not unlawful to make an Issue or
invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes
Eligible QFIs
an invitation to purchase the Equity Shares Issued thereby and who have opened demat
accounts with SEBI registered qualified depositary participants.
The account(s) to be opened with the Escrow Collection Bank and in whose favour the
Escrow Account Anchor Investors will transfer money through NACH/direct credit/ NEFT/ RTGS in respect
of the Bid Amount when submitting a Bid.
First/ Sole bidder The bidder whose name appears first in the Bid cum Application Form or Revision Form.
The lower end of the Price Band, subject to any revision(s) thereto, not being less than the
Floor Price face value of Equity Shares, at or above which the Issue Price will be finalized and below
which no Bids will be accepted.
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the Securities and Exchange
Investors Board of India (Foreign Venture Capital Investors) Regulations, 2000.
A Foreign Portfolio Investor who has been registered under Securities and Exchange Board
of India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII or QFI who
FPI / Foreign Portfolio
holds a valid certificate of registration shall be deemed to be a foreign portfolio investor till
Investor
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.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1) (lll) of the SEBI ICDR Regulations
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Offender Economic Offenders Act, 2018
5Terms Description
The General Information Document for investing in public issues prepared and issued in
accordance with the circulars (CIR/CFD/DIL/12/2013) dated October 23, 2013, Notified
General Information by SEBI and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated
Document (GID) November 10, 2015 and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and
circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 notified by
SEBI.
GIR Number General Index Registry Number
Individual investors (including HUFs applying through their Karta and Eligible NRI
Individual Investors/(II)
Bidders) who applies or bids for the Equity Shares of a value of minimum application size.
Portion of the Issue being not less than 35% of the Net Issue consisting of atleast 13,94,400
Equity Shares which shall be available for allocation to IIs (subject to valid Bids being
Individual Investors
received at or above the Issue Price), which shall not be less than the minimum Bid Lot
Portions
subject to availability in the Individual Investors Portion, and the remaining Equity Shares
to be Allotted on a proportionate basis
IPO Initial Public Offer
This issue of upto 42,00,000 Equity Shares of face value of ₹10 per Equity Share for an
Issue
Issue Price of ₹ [•] per Equity Share, aggregating upto ₹ [•] Lakhs.
Agreement dated February 27, 2025 entered amongst our Company and the Book Running
Issue Agreement Lead Manager, pursuant to which certain arrangements have been agreed to in relation to
the Issue.
Issue Closing Our Issue shall close on August 01, 2025
Includes this Red Herring Prospectus and Prospectus to be filed with Registrar of
Issue document
Companies.
Issue Opening Our Issue shall open on July 30, 2025
The periods between the Issue Opening Date and the Issue Closing Date inclusive of both
Issue Period
days and during which prospective Applicants may submit their Bidding application.
The price at which the Equity Shares are being issued by our Company through this Red
Issue Price
Herring Prospectus, being ₹ [●] /- (including share premium of ₹ [●]/- per Equity Share).
Proceeds to be raised by our Company through this Fresh Issue, for further details please
Issue Proceeds
refer chapter titled “Objects of the Issue” page 81 of this Red Herring Prospectus.
Listing Agreement The Equity Listing Agreement to be signed between our Company and the BSE Limited.
Market Maker The Market Maker to the Issue, in this case being Aryaman Capital Markets Limited.
Market Maker The reserved portion of 2,16,000 Equity Shares of Face Value of ₹ 10 each at an Issue price
Reservation Portion of ₹ [●] each aggregating to ₹ [●] Lakhs to be subscribed by Market Maker in this Issue.
Market Making The Market Making Agreement dated May 22, 2025 between our Company, Book Running
Agreement Lead Manager and Market Maker.
A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as
Mutual Funds
amended from time to time.
5% of the Net QIB Portion, (other than anchor allocation), which shall be available for
Mutual Fund Portion allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Issue Price.
The Issue excluding the Market Maker Reservation Portion i.e Issue of upto 39,84,000
Net Issue Equity Shares of face value of ₹ 10.00 each fully paid for cash at a price of ₹ [●] Equity
Share aggregating ₹ [●] Lakhs by our Company.
The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor
Net QIB Portion
Investors
Net Proceeds The proceeds from the Issue less the Issue related expenses applicable to the Issue.
Non-Institutional All Applicants, including FPIs which are individuals, corporate bodies and family offices,
Applicant / Investors that are not QIBs or IIs and who have applied for such number of Equity Shares in multiples
of [●] Equity Shares such that the Bid size exceeds 2 lots.
The portion of the Issue being not less than 15% of the Net Issue comprising atleast
5,97,600 equity shares of face value of ₹10 each which shall be available for allocation to
Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, subject to valid
Non-Institutional
Bids being received at or above the Issue Price, in the following manner:
Portion
(a) One-third of the portion available to Non-Institutional Bidders 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;
6Terms Description
(b) Two-third of the portion available to Non-Institutional Bidders shall be reserved for
applicants with an 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
B idders.
NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail
NPCI payments in India. It has been set up with the guidance and support of the Reserve Bank of
India (RBI) and Indian Banks Association (IBA).
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability company,
Person/Persons
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 of a minimum price (Floor Price) of ₹ [●] and the maximum price (Cap Price)
of ₹ [●]. The Price Band will be decided by our company in consultation with the BRLM
and advertised in all edition of Business Standard (a widely circulated English national
Price Band daily newspaper), all edition of Business Standard (a widely circulated Hindi national daily
newspaper) and Mumbai edition of Lakshadeep (a widely circulated Marathi national daily
newspaper, Marathi being the regional language of Maharashtra where our registered office
is located), at least two working days prior to the Bid / Issue Opening Date.
The date on which our Company, in consultation with the BRLM, will finalize the Issue
Pricing Date
Price.
The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013, and
the SEBI ICDR Regulations containing, inter alia, the Issue Price that is determined at the
Prospectus
end of the Book Building Process, the size of the Issue and certain other information,
including any addenda or corrigenda thereto.
Agreement to be entered into by our Company, the Registrar to the Issue, the Book Running
Public Issue Account
Lead Manager, and the Public Issue Bank/Banker to the Issue for collection of the
Agreement
Application Amounts.
Account to be opened with the Banker to the Issue to receive monies from the SCSBs from
Public Issue Account
the bank account of the ASBA bidder, on the Designated Date.
The bank with whom the Public Issue Account shall be opened for collection of Bid
Public Issue Account
Amounts from the Escrow Account and ASBA Accounts on the Designated Date, in this
Bank
case being Axis Bank Limited
Qualified Institutional The qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers / QIBs Regulations.
The portion of the Net Issue (including the Anchor Investor Portion) being not more than
50% of the Net Issue, consisting of atleast 19,92,000 Equity Shares which were made
QIB Category/ QIB available for allocation to QIBs (including Anchor Investors) on a proportionate basis, (in
Portion which allocation to Anchor Investor were made available on a discretionary basis, as
determined by our Company in consultation with the BRLM), subject to valid Bids being
received at or above the Issue Price.
The Red Herring Prospectus to be issued in accordance with Section 32 of the Companies
Red Herring Prospectus / Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete
RHP particulars of the price at which the Equity Shares will be Issued and the size of the Issue,
including any addenda or corrigenda thereto.
Bank(s) which is / are clearing member(s) and registered with the SEBI as Bankers to the
Refund Bank(s) /Refund
Issue at which the Refund Accounts will be opened in case listing of the Equity Shares does
Banker(s)
not occur, in this case being Axis Bank Limited.
The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from which
Refund Account refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors shall be
made.
Individuals or companies registered with SEBI as “Trading Members”(except Syndicate/
Sub-Syndicate Members) who hold valid membership of either BSE or BSE Limited having
Registered Broker right to trade in stocks listed on Stock Exchanges ,through which investors can buy or sell
securities listed on stock exchanges, a list of which is available on
https://www.bseindia.com/
7Terms Description
Registrar / Registrar to
Registrar to the Issue being Cameo Corporate Services Limited.
the Issue/ RTA
The registrar agreement dated March 04, 2025 entered into between our Company and the
Registrar Agreement Registrar to the Issue in relation to the responsibilities and obligations of the Registrar to
the Issue pertaining to the Issue.
Unless the context specifies something else, this means the SEBI (Issue of Capital and
Regulations
Disclosure Requirements) Regulations, 2018.
The form used by the bidders to modify the quantity of Equity Shares or the bid Amount in
Revision Form
any of their Bid cum Application Forms or any previous Revision Form(s)
A Self Certified Syndicate Bank registered with SEBI under the SEBI (Bankers to an Issue)
Regulations, 1994 and Issues the facility of ASBA, including blocking of bank account. A
SCSB list of all SCSBs is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
mId=35
The SME platform of BSE, approved by SEBI as an SME Exchange for listing of equity
SME Platform of BSE
shares issued under Chapter IX of the SEBI ICDR Regulations.
The Banker to the Issue registered with SEBI and appointed by our Company to act as a
conduit between the Stock Exchanges and the NPCI in order to push the mandate collect
Sponsor Bank requests and / or payment instructions of the Individual Bidders (who applies for minimum
application size) into the UPI and carry out other responsibilities, in terms of the UPI
Circulars.
The sub-syndicate members, if any, appointed by the BRLM and the Syndicate Members,
Sub Syndicate Member
to collect ASBA Forms and Revision Forms.
The agreement dated June 24, 2025 entered into amongst our Company, the BRLM and the
Syndicate Agreement
Syndicate Members, in relation to the collection of Bids in this Issue
Syndicate members as defined under Regulation 2(1) (hhh) of the SEBI ICDR Regulations,
Syndicate Member(s)
namely Aryaman Financial Services Limited.
Transaction Registration The slip or document issued by a member of the Syndicate or an SCSB (only on demand),
Slip/ TRS as the case may be, to the bidders, as proof of registration of the bid.
The Underwriter to the Issue, in this case being Aryaman Financial Services Limited and
Underwriter
Aryaman Capital Markets Limited.
Underwriting The Agreement dated May 22, 2025 entered into between the Underwriter and our
Agreement Company.
UPI Unified payment Interface, which is an instant payment mechanism, developed by NPCI.
The 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, circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated Feb 15, 2018 and
SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated Feb 15, 2018 and
UPI Circular 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/P/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/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 SEBI master circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and any subsequent circulars
or notifications issued by SEBI in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
A request (intimating the Individual Bidder (who applies for minimum application size) by
way of a notification on the Mobile App and by way of a SMS directing the Individual
UPI Mandate Request Bidder to such Mobile App) to the Individual Bidder initiated by the Sponsor Bank to
authorize blocking of funds on the Mobile App equivalent to Bid Amount and Subsequent
debit of funds in case of Allotment.
8Terms Description
The bidding mechanism that may be used by a RII to make a Bid in the Issue in accordance
UPI Mechanism
with the UPI Circulars.
UPI PIN Password to authenticate UPI transactions.
Wilful Defaulter and
A wilful defaulter(s) and fraudulent borrower(s) as defined under SEBI ICDR Regulations.
Fraudulent Borrower
In terms of Regulation 2(1)(mmm) of SEBI ICDR Regulations, working day means all days
on which commercial banks in Mumbai are open for business. Further, in respect of Issue
Period, working day means all days, excluding Saturdays, Sundays and public holidays, on
Working Days which commercial banks in Mumbai are open for business. Furthermore, the time period
between the Issue Closing Date and the listing of Equity Shares on BSE, working day means
all trading days of BSE, excluding Sundays and bank holidays, as per circulars issued by
SEBI.
CONVENTIONAL AND GENERAL TERMS / ABBREVIATIONS
Term Description
“₹” or “Rs.” or
Indian Rupee
“Rupees” or “INR”
“Consolidated FDI
Consolidated Foreign Direct Investment Policy notified by DPIIT through notification issued
Policy” or “FDI
by DPIIT, effective from October 15, 2020
Policy”
“Financial Year” or
“Fiscal Year” or Period of 12 months ending March 31 of that particular year
“FY”
A company, partnership, society or other corporate body owned directly or indirectly to the
“OCBs” or extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
“Overseas Corporate beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence
Body” on October 3, 2003 and immediately before such date had taken benefits under the general
permission granted to OCBs under FEMA
A/c Account
AGM Annual General Meeting
Alternative Investment Fund, as defined and registered with SEBI under the Securities and
AIF
Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as amended
AS Accounting Standards issued by the Institute of Chartered Accountants of India
ASBA Applications Supported by Blocked Amount
AY Assessment Year
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation Allocation Note
AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Category I AIF
Regulations
FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI
Category I FPIs
Regulations
AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Category II AIF
Regulations
FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI
Category II FPIs
Regulations
AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Category III AIF
Regulations
CBDT Central Board of Direct Taxes, Government of India
CDSL Central Depository Services (India) Limited
Central Government Central Government of India
CFO Chief Financial Officer
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CLRA Contract Labour (Regulation and Abolition) Act, 1970
Companies Act 1956 Erstwhile Companies Act, 1956 along with the relevant rules made thereunder
9Term Description
Companies Act,
2013 / Companies Companies Act, 2013 along with rules made thereunder
Act
A public health emergency of international concern as declared by the World Health
Covid-19
Organization on January 30, 2020 and a pandemic on March 11, 2020
CS Company Secretary
CSR Corporate Social Responsibility
Depositories Act The Depositories Act, 1996
A depository registered with SEBI under the Securities and Exchange Board of India
Depository(ies)
(Depositories and Participants) Regulations, 1996
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
EBITDA Earnings before Interest, Tax, Depreciation and Amortization
ECB External Commercial Borrowings
ECB Master Master Direction – External Commercial Borrowings, Trade Credits and Structured
Directions Obligations dated March 26, 2019 issued by the RBI
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952
EPS Earnings per share
ESI Act Employees’ State Insurance Act, 1948
EMDEs Emerging Markets and Developing Economies
FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance with the FEMA
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
FEMA Regulations
Outside India) Regulations, 2017
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial The period of 12 months commencing on April 1 of the immediately preceding calendar year
Year/Fiscal and ending on March 31 of that particular calendar year
FIR First information report
FPIs Foreign portfolio investors as defined and registered under the SEBI FPI Regulations
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Offender Economic Offenders Act, 2018
Foreign Venture Capital Investors as defined and registered under the SEBI FVCI
FVCI
Regulations
GDP Gross Domestic Product
GoI / Government The Government of India
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
HNIs High Networth Individuals
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
Income Tax Act / IT
Income Tax Act, 1961
Act
The Indian Accounting Standards referred to in the Companies (Indian Accounting Standard)
Ind AS
Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India
Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
Regulations amended from time to time
Insolvency Code Insolvency and Bankruptcy Code, 2016, as amended from time to time
ISIN International Securities Identification Number
IT Information Technology
IPO Initial Public Offer
MCA The Ministry of Corporate Affairs, GoI
10Term Description
Merchant banker as defined under the Securities and Exchange Board of India (Merchant
Merchant Banker
Bankers) Regulations, 1992 as amended
Mn / mn Million
MOF Ministry of Finance, Government of India
MOU Memorandum of Understanding
MICR Magnetic Ink Character Recognition
MSME Micro, Small, and Medium Enterprises
Mutual funds registered with the SEBI under the Securities and Exchange Board of India
Mutual Funds
(Mutual Funds) Regulations, 1996
N.A. or NA Not Applicable
NACH National Automated Clearing House
Net Asset Value per Equity Share at a particular date computed based on total equity divided
NAV
by number of Equity Shares
Net worth as defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations, i.e., the
aggregate value of the paid-up share capital and all reserves created out of the profits, securities
premium account and debit or credit balance of profit and loss account, after deducting the
Net Worth
aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off as per the restated balance sheet, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation
NR Non-resident or person(s) resident outside India, as defined under the FE
NRE Non- residential external
NRE Account Non- residential external account
A person resident outside India, who is a citizen of India and shall have the same meaning as
NRI
ascribed to such term in the Foreign Exchange Management (Deposit) Regulations, 2016
NRO Non- resident ordinary
NRO Account Non-resident ordinary account
BSE BSE Limited
NSDL National Securities Depository Limited
NTA Net Tangible Assets
OCI Overseas Citizen of India
ODI Off-shore Derivate Instruments
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
PIO Person of Indian Origin
PLR Prime Lending Rate
R&D Research and Development
RBI The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
The Securitization and Reconstruction of Financial Assets and Enforcement of Security
SARFAESI Act
Interest Act, 2002
SAT Securities Appellate Tribunal
SCRA Securities Contract (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, as amended
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012,
Regulations as amended
SEBI BTI
Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
Regulations
SEBI FPI
The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
Regulations
11Term Description
SEBI FVCI
Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
Regulations
SEBI ICDR The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations Regulations, 2018, as amended
SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations Regulations, 2015, as amended
SEBI Takeover The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations Regulations, 2011, as amended
SEBI VCF Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, since
Regulations repealed and replaced by the SEBI (AIF) Regulations
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time
SME Small and Medium Enterprises
Stamp Act The Indian Stamp Act, 1899, as amended from time to time
State Government The Government of a state in India
State Government The Government of a State of India
Stock Exchange Unless the context requires otherwise, refers to, the BSE Limited
TDS Tax Deducted at Source
Trademarks Act Trademarks Act, 1999, as amended
TAN Tax deduction account number
TIN Taxpayers Identification Number
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
US$/ USD/ US
United States Dollar, the official currency of the United States of America
Dollar
United States of America, its territories and possessions, any state of the United States of
USA/ U.S./ US
America and the District of Columbia
VAT Value Added Tax
Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF
VCFs
Regulations or the SEBI AIF Regulations, as the case may be
w.e.f. With effect from
Year/Calendar Year Unless context otherwise requires, shall refer to the twelve-month period ending December 31
An entity or person categorised as a wilful defaulter by any bank or financial institution or
Wilful Defaulter
consortium thereof, in terms of regulation 2(1)(lll) of the SEBI ICDR Regulations
INDUSTRY AND BUSINESS RELATED TERMS
Terms Description
WEO World Economic Outlook
GDP Gross Domestic Product
WTO World Trade Organization
UK United Kingdom
FRE First Revised Estimates
HFI High-Frequency Indicators
US United States
CAD Current Account Deficit
YoY Year-Over-Year
CPI Consumer Price Index
CAGR Compound Annual Growth Rate
NAFTA North American Free Trade Agreement
PET Polyethylene Terephthalate
HDPE High-Density Polyethylene
PVC Polyvinyl Chloride
LDPE Low-Density Polyethylene
PP Polypropylene
PS Polystyrene/Styrofoam
FIBC Flexible intermediate bulk container
PLEXCONCIL Plastic Export Promotion Council
CoEs Centres of Excellence
12Terms Description
CIPET Central Institute of Plastics Engineering & Technology
Notwithstanding the foregoing, terms in “Main Provisions of Articles of Association”, “Statement of Tax Benefits”,
“Industry Overview”, “Key Industrial Regulations and Policies”, “Financial Information”, “Outstanding Litigation and
Material Developments” and “Issue Procedure” on pages 281, 98, 101, 121, 159, 209, and 249, respectively of this Red
Herring Prospectus, will have the meaning ascribed to such terms in these respective sections.
13CERTAIN CONVENTIONS AND PRESENTATION OF FINANCIAL
Certain Conventions
All references in this Red Herring Prospectus to ‘India’ are to the Republic of India and its territories and possessions and
all references herein to the ‘Government’, ‘Indian Government’, ‘GoI’, ‘Central Government’ or the ‘State Government’
are to the GoI, central or state, as applicable
Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in Indian Standard Time (“IST”).
Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers of this
Red Herring Prospectus. 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 information in this Red Herring Prospectus is derived from our Restated Financial
Statements. For further information, see “Financial Information” beginning on page no. 159 of this Red Herring
Prospectus.
The Restated Financial Statements included in this Red Herring Prospectus are for the year ended FY 2025, FY 2024 and
FY 2023 and have been prepared in accordance with Indian GAAP and the Companies Act, and have been restated in
accordance with the SEBI (ICDR) Regulations. For further information, see please refer ―Financial Information
beginning on page no. 159 of this Red Herring Prospectus.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have
been rounded off to two decimal places.
Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references
to a particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of that year. Unless
stated otherwise, or the context requires otherwise, all references to a “year” in this Red Herring Prospectus are to a
calendar year.
There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not attempted to
quantify their impact on the financial data included herein and urges you to consult your own advisors regarding such
differences and their impact on the Company’s financial data. Accordingly, to what extent, the financial statements
included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level
of familiarity with Indian accounting practices / Indian GAAP. Any reliance by persons not familiar with Indian
Accounting Practices on the financial disclosures presented in this Red Herring Prospectus should accordingly be limited.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on page nos. 26, 107 and
191, respectively, of this Red Herring Prospectus, and elsewhere in this Red Herring Prospectus have been calculated on
the basis of the Restated Financial Statements of our Company.
Currency and Units of Presentation
All references to “Rupees”, “Rs.” or “₹” are to Indian Rupees, the official currency of the Republic of India. All references
to “US$” or “US Dollars” or “USD” are to United States Dollars, the official currency of the United States of America.
This Red Herring Prospectus may contain conversions of certain US Dollar and other currency amounts into Indian
Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. These conversions
should not be construed as a representation that those US Dollar or other currency amounts could have been, or can be
converted into Indian Rupees, at any particular rate.
14Definitions
For definitions, please refer the Chapter titled “Definitions and Abbreviations” on page no. 1 of this Red Herring
Prospectus. In the Section titled “Main Provisions of the Articles of Association of Our Company” beginning on page no.
281 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, the industry and market data and forecasts used throughout this Red Herring Prospectus has been
obtained from industry sources as well as Government Publications. Industry sources as well as Government Publications
generally state that the information contained in those publications has been obtained from sources believed to be reliable
but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be
assured.
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 standard
data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may
vary widely among different industry sources.
In accordance with the SEBI ICDR Regulations, “Basis of Issuer Price” on page no 93 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 BRLM 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 no 26 of this Red Herring Prospectus.
15FORWARD-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
industries in India in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic
and political conditions in India 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:
• Changes in laws and regulations relating to the sectors/areas in which we operate;
• There are operational risks associated with our business which, if realized, may have a material adverse effect on our
business, financial condition, cash flows, results of operations and prospects;
• Inability to identify the new premises may adversely affect the operations, finances and profitability of the Company;
• We are subject to extensive statutory and regulatory requirements and supervision, which have material influence
on, and consequences for, our business operations;
• Increased competition in Plastic, Polymer & OEM Industry.
• General economic and business conditions in the markets in which we operate and in the local, regional, national and
international economies;
• Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
• Our inability to maintain or enhance our brand recognition;
• Inability to adequately protect our Intellectual Property Rights
• Changes in consumer demand
• Inability to identify or effectively respond to customer needs, expectations or trends in a timely manner;
• Our ability to successfully implement our growth strategy and expansion plans, and to successfully launch and
implement various projects;
• Volatility of loan interest rates and inflation;
• Our failure to keep pace with rapid changes in technology;
• Our ability to meet our further capital expenditure requirements;
• Fluctuations in operating costs;
• Our ability to attract and retain qualified personnel;
• Conflict of Interest with affiliated companies, the promoter group and other related parties;
• Changes in political and social conditions in India, the monetary and interest rate policies of India and other countries;
• Changes in government policies and regulatory actions that apply to or affect our business;
• The occurrence of natural disasters or calamities; and
• The performance of the financial markets in India and globally;
16For further discussions of factors that could cause our actual results to differ, please refer the section titled “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on page nos 26, 107 and 191 of this Red Herring Prospectus, respectively.
Neither our Company, our Directors, our Promoters, the Book Running Lead Manager nor any of their respective affiliates
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or
to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance
with SEBI requirements, our Company will ensure that investors 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
Exchanges.
17SECTION II - SUMMARY OF ISSUE DOCUMENT
The following is a general summary of the terms of the Issue. This summary should be read in conjunction with and is
qualified in its entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus, including
the sections entitled “Risk Factors”, “Industry Overview”, “Outstanding Litigation and Material Developments”, “Our
Promoters and Promoter Group”, “Financial Information”, “Objects of the Issue”, “Our Business”, “Issue Procedure”
and “Main Provisions of Articles of Association” beginning on Page Nos. 26, 101, 209, 150, 159, 81, 107, 249 and 281,
respectively of this Red Herring Prospectus.
1. Summary of Industry
Annual global plastic production reached a high of 390.7 million metric tons in 2021, having experienced a compound
annual growth rate (CAGR) of 5.8 percent since 2009.
For further details, please refer to the chapter titled “Industry Overview” beginning on Page No. 101 of this Red Herring
Prospectus.
2. Summary of Business
We started journey in 1984 with repairs and manufacturing of traction batteries. Thereafter we started making plastic
container boxes for the same traction batteries using roto-moulding technology. Acquired Toyo containers (Partnership
firm) in year 2010. After that we began with the production of high-quality rotomolded battery boxes and water tanks.
Over time, we have expanded our capabilities to manufacture a wide range of plastic components for automotive and
industrial applications, establishing ourselves as a leading player in the industry.
Currently, we are engaged in the business of manufacturing and trading of Plastic Products for varied industries.
For further details, please refer to chapter titled “Our Business” beginning on Page No. 107 of this Red Herring
Prospectus.
3. Promoters
The Promoters of our Company are Dalbirpal Saini, Arti Saini, Akshay Saini and Rahul Saini. For further details, please
refer to the chapter titled “Our Promoters and Promoter Group” beginning on Page No. 150 of this Red Herring
Prospectus.
4. Details of the Issue
Our Company is proposing the public issue of upto 42,00,000 Equity Shares of face value of ₹ 10/- each for cash at a
price of ₹ [●]/- per Equity Share including a share premium of ₹ [●]/- per Equity Share aggregating upto ₹ [•] lakhs, of
which 2,16,000 Equity Shares of face value of ₹ 10/- each for cash at a price of ₹ [●]/- per Equity Share including a
share premium of ₹ [●]/- per Equity Share aggregating to ₹ [●] lakhs will be reserved for subscription by Market Maker
to the Issue (the “Market Maker Reservation Portion”). The Issue less the Market Maker Reservation Portion i.e. Net
issue of 39,84,000 Equity Shares of face value of ₹ 10/- each at a price of ₹ [●]/- per Equity Share including a share
premium of ₹ [●]/- per Equity Share aggregating to ₹ [●] lakhs is herein after referred to as the “Net Issue”. The Issue
and the Net Issue will constitute 29.56% and 28.04%, respectively, of the post issue paid up Equity Share capital of our
Company. The face value of the Equity Shares is ₹ 10/- each.
The price band will be decided by our company in consultation with the Book Running Lead Manager (“BRLM”) and
will be advertised in all edition of Business Standard (a widely circulated English national daily newspaper), all edition
of Business Standard (a widely circulated Hindi national daily newspaper) and Mumbai edition of Lakshadeep (a widely
circulated Marathi national daily newspaper, Marathi being the regional language of Maharashtra where our registered
office is located), each with wide circulation, at least 2 (two) working days prior to the bid/ issue opening date with the
relevant financial ratios calculated at the Floor Price and the Cap Price and shall be made available to the SME Platform
of BSE Limited (“BSE SME”, referred to as the “Stock Exchange”) for the purpose of uploading on their website for
further details kindly refer to chapter titled “Terms of the issue” beginning on page 236 of this Red Herring Prospectus.
185. Objects of the Issue
The Fund requirements for each of the objects of the Issue are as stated below:
(₹ in lakhs)
Particulars Amount
Gross Proceeds of the Issue [●]
Less: Issue related expenses(1) [●]
Net Proceeds of the Issue [●]
(1)The Issue related expenses are estimated expenses and subject to change
6. Utilization of Net Issue Proceeds
The details of the utilisation of Net Proceeds of the Issue are set out in the following table:
(₹ in lakhs)
Amount which
Sr. Total Deployment in FY
Particulars will be financed
No. Estimated Cost 2025-26
from Net Proceeds
Repayment or Pre-payment of borrowings of
1 680 680 680
our Company
Funding Working Capital Requirement of our
2 730 730 730
Company
Investment in B.D. Industries (India) Private
3
Limited, our Material Subsidiary
(a) Repayment or Pre-payment of its borrowings 1,160 1,160 1,160
(b) Purchase of Machinery 540 540 540
(c) Funding Working Capital Requirement 730 730 730
4 General Corporate Purpose [●] [●] [●]
Total [●] [●] [●]
For further details, please see chapter titled “Objects of the Issue” beginning on Page No. 81 of this Red Herring
Prospectus.
7. Aggregate Pre & Post Issue Shareholding of Promoters & Promoter Group and additional top 10 shareholders
Following are the details of the Pre & Post Issue shareholding of Promoters & Promoter Group and additional top 10
shareholders:
Post-Issue
Pre-Issue (At Lower as well as Upper end of
Category of Promoters the Price Band)
% of Pre-Issue % of Post- Issue
No. of Shares No. of Shares
Capital Capital
1. Promoters
Dalbirpal Saini 5,105,100 51.00% 5,105,100 35.93%
Arti Saini 3,103,100 31.00% 3,103,100 21.84%
Akshay Saini 900,880 9.00% 900,880 6.34%
Rahul Saini 900,890 9.00% 900,890 6.34%
Total Promoter Holding 10,009,970 99.99% 10,009,970 70.44%
2. Promoters Group (as per defined by Reg. 2(1)(pp) of SEBI ICDR Regulations)
Ridhima Saini 10 Negligible 10 Negligible
Mahesh Bhatia 10 Negligible 10 Negligible
Minal Vaswani 10 Negligible 10 Negligible
Total Promoters Group Holding 30 Negligible 30 Negligible
Total Promoters & Promoters
10,010,000 100.00% 10,010,000 70.44%
Group Holding (1+2)
19Post-Issue
Pre-Issue (At Lower as well as Upper end of
Category of Promoters the Price Band)
% of Pre-Issue % of Post- Issue
No. of Shares No. of Shares
Capital Capital
3. Top 10 Shareholders (other than 1&2 above)
Public Category* NA NA 42,00,000 29.56%
Total Paid-up capital 10,010,000 100.00% 1,42,10,000 100.00%
* As on the date of this Red Herring Prospectus, all the pre issue shares are held by our Promoter & Promoter Group
and there are no other shareholders.
For further details, please refer to the chapter titled “Capital Structure” beginning on Page No. 71 of this Red Herring
Prospectus.
8. Summary of Financial Information
Following are the details as per the Restated Financial Statements as at and for the Financial Years ended on March 31,
2025, March 31, 2024 and March 31, 2023:
(₹ in lakhs)
Sr. Consolidated Standalone
Particulars
No. March 31, 2025 March 31, 2024 March 31, 2023
1. Share Capital 1,001.00 1.00 1.00
2. Net Worth 2,114.29 1,353.74 1,035.74
3. Revenue from operations 8,237.85 5,425.02 5,461.30
4. Profit after Tax 760.54 318.00 149.22
5. Earnings per Share 7.60 3.18* 1.49 *
6. Net Asset Value per equity share 21.12 13.52* 10.35*
7. Total Borrowings 2,219.34 505.88 220.63
*Based on Equivalent Weighted Average Shares
For further details, please refer to the section titled “Financial Information” beginning on Page No. 159 of this Red
Herring Prospectus.
9. Auditor qualifications which have not been given effect to in the Restated Financial Information
The Restated Financial Information do not contain any qualifications.
10. Summary of Outstanding Litigation
A summary of the pending tax proceedings and other material litigations involving our Company, our Promoters, our
Directors, Our Subsidiary and our Group Companies is provided below:
Disciplinary
Aggregate
actions by the Material
amount
Statutory or SEBI or Civil
Name of Criminal Tax involved (Rs
Regulatory Stock Litigation /
Entity Proceeding Proceeding in lakhs) to
Proceeding Exchanges Other
the extent
against our Litigations
quantifiable
Promoters
Company
By the
- - - - - -
Company
Against the
- 16 - - - 52.84
Company
20Disciplinary
Aggregate
actions by the Material
amount
Statutory or SEBI or Civil
Name of Criminal Tax involved (Rs
Regulatory Stock Litigation /
Entity Proceeding Proceeding in lakhs) to
Proceeding Exchanges Other
the extent
against our Litigations
quantifiable
Promoters
Promoter and Directors
By our
Promoter and - - - - - -
Directors
Against the
Promoter and - 12 - - - 27.86
Directors
Key Managerial Personnel and Senior Managerial Personnel
By our Key
Managerial
Personnel and
- - - - - -
Senior
Managerial
Personnel
Against the
Key
Managerial
Personnel and - 5 - - - 0.81
Senior
Managerial
Personnel
Subsidiary Company
By Subsidiary
2 - - - 1 26.50
Company
Against
Subsidiary 19 - - - 161.72
Company
Group Companies
By Group
- - - - - -
Companies
Against
Group - - - - - -
Companies
For further details, please refer to the chapter titled “Outstanding Litigations and Material Developments” beginning on
Page No. 209 of this Red Herring Prospectus.
11. Risk Factors
1) Our company is significantly dependent on few customers for our revenue in a particular financial year. The loss
of any one or more of such customers may have a material effect on our business operations and profitability.
2) We are dependent on a few suppliers for supply of raw materials and any major disruption to the timely and
adequate supplies of our raw materials could adversely affect our business, results of operations and financial
condition.
3) We face foreign exchange risks, primarily in our import and procurement operations that could adversely affect
our results of operations.
214) Our Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash
flow could adversely impact our business, financial condition and results of operations
5) Majority of revenue contribution comes from the Maharashtra, Madhya Pradesh, Punjab, Haryana, Telangana,
Karnataka and Tamilnadu which contributed 85.19%, 79.67% and 87.05% of our revenue from Operations in
for Fiscal 2025, 2024 and 2023 respectively.
6) We have not entered into any agreement with the suppliers of machinery as specified in the objects of the Issue.
Further the amount allocated for purchases of machinery are based on the quotation received from supplier.
7) Our Dewas manufacturing facility (Madhya Pradesh) and Registered Office are not owned by us and we have
only leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, results of
operations, financial condition and cash flows may be adversely affected.
8) Our insurance coverage may not be sufficient or may not adequately protect us against any or all hazards, which
may adversely affect our business, results of operations and financial condition.
9) There have been past instances of procedural delays by the Company in filing of certain GST returns and making
payments under the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Employee State
Insurance Act, 1948 during Fiscals 2025, 2024 and 2023. Any future instances of such delays may result in levy
of penalties on the Company from the respective government authorities and in turn may have a material adverse
impact on our financial condition and cash flows.
10) We have entered into, and will continue to enter into related party transactions. We cannot assure you that we
could not have achieved more favourable terms had such transactions not been entered into with related parties.
For further details, please refer to the chapter titled “Risk Factor” beginning on Page No. 26 of this Red Herring
Prospectus.
12. Summary of Contingent Liabilities
There are no material contingent liabilities as of March 31, 2025.
13. Summary of Related Party Transactions
As per the Restated Financial Information for the Financial Years ended on March 31, 2025, March 31, 2024 and March
31, 2023, following are the details of the related party transactions of our Company:
(Rs. In lakhs)
For the year For the year
For the year ended
Particulars ended 31 March ended 31 March
31 March 2025
2024 2023
Entities in which Directors are interested
B.D. Industries (India) Private Limited
- Sales of Goods - 818.64 770.29
- Purchase of Goods - 988.79 1,221.34
Araa Industrial Products
- Sales of Goods 0.18 - -
- Purchase of Goods 0.10 - 1.30
- Rent 60.00 36.00 36.00
- Security Deposit Given 10.00 - -
Key Managerial Personnel
Mr. Dalbirpal Saini
- Managerial remuneration 72.90 60.00 60.00
- Loan Taken 392.10 - -
22For the year For the year
For the year ended
Particulars ended 31 March ended 31 March
31 March 2025
2024 2023
- Loan Repaid 684.23 - -
Mr. Akshay Saini
- Managerial remuneration 22.50 30.00 30.00
- Loan Taken 144.30 - -
- Loan Repaid 16.20 - -
- Director Sitting fees paid 0.85 - -
- Purchase of Equity Shares in B.D Industries
339.30 - -
(India) Private Limited
Mr. Rahul Saini
- Managerial remuneration 22.50 30.00 30.00
- Loan Taken 174.65 - -
- Loan Repaid 77.76 - -
- Director Sitting fees paid 0.55 - -
- Purchase of Equity Shares in B.D Industries
325.99 - -
(India) Private Limited
Mr. Sanjay Devidas Patil
- Managerial remuneration 6.36 - -
Mr. Pranshu Garg
- Managerial remuneration 6.88 - -
- Reimbursement of Expenses 1.01 - -
Mrs. Prerana Bhargav Gor
- Managerial remuneration 2.15 - -
Mrs. Arti Saini
- Salary 34.10 27.00 27.00
- Rent - 30.00 30.00
- Security Deposit received 2.50 - -
- Director Sitting fees paid 0.10 - -
Mr. Pritesh Ramesh Padhiyar
- Managerial remuneration 1.82 - -
Mrs. Aishwarya Goyal
- Managerial remuneration 0.50 - -
Mr. Laxmidas Vallabhdas Merchant
- Director Sitting fees paid 0.50 - -
Mr. Sanjay Nadan Damani
- Director Sitting fees paid 0.60 - -
Mr. Vijay Goverdhandas Kalantari
- Director Sitting fees paid 0.20 - -
23For the year For the year
For the year ended
Particulars ended 31 March ended 31 March
31 March 2025
2024 2023
Relative of Director
Mrs. Ridhima Saini (Spouse of Mr. Akshay Saini)
- Professional Fees - 12.00 12.00
For further details, kindly refer “Restated Financial Information –Related Party Disclosures under AS 18” from the
chapter titled “Restated Financial Information” on Page No. 159 of this Red Herring Prospectus.
14. Financing Arrangements
There are no financing arrangements whereby the Promoters, members of the Promoter Group, the Directors of our
Company and their relatives, have financed the purchase by any other person of securities of our Company other than in
the normal course of the business of the financing entity during the period of six months immediately preceding the date
of this Red Herring Prospectus.
15. Weighted Average Price of the Equity Shares acquired by our Promoters in the last one year preceding the date
of this Red Herring Prospectus
The details of the weighted average price of the Equity Shares acquired by our Promoters in the last one year preceding
the date of this Red Herring Prospectus is as follows:
No. of shares acquired in last one year
Weighted Average
Name of Promoter from the date of this Red Herring
Price (in ₹)#
Prospectus*
Dalbirpal Saini 51,00,000 Nil**
Arti Saini 31,00,000 Nil**
Akshay Saini 9,00,000 Nil**
Rahul Saini 9,00,000 Nil**
*For arriving weighted average price at which the equity shares of the company were acquired by the promoters, only
acquisition of equity shares has been considered
** Represent cost of Bonus Shares issued at Nil consideration
# as certified by M/s Jagdish & Harish, Chartered Accountants, by way of their certificate dated February 10, 2025
Weighted average cost of all Equity Shares transacted in the three years, eighteen months and one year preceding the date
of this Red Herring Prospectus:
Range of acquisition
Weighted Average Cap Price ([●]) is ‘x’ times
price: Lowest Price
Particulars Cost of Acquisition the Weighted Average
-
(in ₹) Cost of Acquisition
Highest Price (in ₹)
Last one year preceding the date of this
Nil* Nil* NA
Red Herring Prospectus
Last eighteen months preceding the date
Nil* Nil* NA
of this Red Herring Prospectus
Last three year preceding the date of this
Nil* Nil* NA
Red Herring Prospectus
*Represent cost of Bonus Shares issued at Nil consideration
16. Average Cost of Acquisition of Equity Shares for Promoters
The average cost of acquisition of Equity Shares for the Promoters is as follows:
Name of Promoter No. of shares held Average Cost of Acquisition (in ₹)#
Dalbirpal Saini 5,105,100 10.59
Arti Saini 3,103,100 0.00
24Name of Promoter No. of shares held Average Cost of Acquisition (in ₹)#
Akshay Saini 900,880 0.00
Rahul Saini 900,890 0.00
# As certified by M/s Jagdish & Harish., Chartered Accountants, by way of their certificate dated February 10, 2025.
As on the date of this Red Herring Prospectus, there are no Shareholders holding any special rights in our Company,
including the right to nominate Director(s) on our Board.
17. Pre-IPO Placement
The Company does not contemplate any issuance or placement of Equity Shares from the date of the Red Herring
Prospectus till the listing of the Equity Shares.
18. Issue of equity shares made in last one year for consideration other than cash
Except as set out below we have not issued equity shares for consideration other than cash:
Number of
Benefit accrued Source out of
Date of equity Face Issue
Nature of allotment to our which bonus
allotment shares value Price
Company shares issued
allotted
Bonus Issue in the ratio
of 1000:1 authorised by
September our Shareholders Bonus issued out
1,00,00,000 10 N.A. Nil
30, 2024 pursuant to a resolution of free reserves.
passed at the EGM held
on September 27, 2024(1)
(1)Bonus issue of 1,00,00,000 Equity Shares in the ratio of 1000:1 to Dalbirpal Saini (51,00,000 shares), Arti Saini
(31,00,000 shares), Akshay Saini (9,00,000 shares) and Rahul Saini (9,00,000 shares).
19. Split or consolidation of Equity Shares in the last one year
There has not been a split or consolidation of Equity Shares in the last one year.
20. Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not applied or received any exemptions from SEBI from complying with any provisions of securities
laws.
25SECTION III- RISK FACTORS
An investment in Equity Shares involves a high degree of financial risk. You should carefully consider all information in
this Red Herring Prospectus, including the risks described below, before making an investment in our Equity Shares. The
risk factors set forth below do not purport to be complete or comprehensive in terms of all the risk factors that may arise
in connection with our business or any decision to purchase, own or dispose of the Equity Shares. This section addresses
general risks associated with the industry in which we operate and specific risks associated with our Company. Any of
the following risks, as well as the other risks and uncertainties discussed in this Red Herring Prospectus, could have a
material adverse effect on our business and could cause the trading price of our Equity Shares to decline and you may
lose all or part of your investment.
This Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties. We have
described the risks and uncertainties that our management believes are material, but these risks and uncertainties may
not be the only ones we face. Additional risks and uncertainties, including those we are not aware of or deem immaterial,
may also result in decreased revenues, increased expenses or other events that could result in a decline in the value of
our Equity Shares. In making an investment decision, prospective investors must rely on their own examination of our
Company and the Issue, including the merits and risks involved. Unless specified or quantified in the relevant risk factors
below, we are not in a position to quantify the financial or other implications of any of the risks described in this section.
Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. Investors should
not invest in this Issue unless they are prepared to accept the risk of losing all or part of their investment, and they should
consult their tax, financial and legal advisors about the particular consequences to you of an investment in the Equity
Shares.
To obtain a better understanding of our business, you should read this section in conjunction with other chapters of this
Red Herring Prospectus, including the chapters titled “Our Business”, Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, “Industry Overview” and “Financial Information” on page nos.107,
191, 101, and 159 respectively of this Red Herring Prospectus, together with all other financial information contained in
this Draft Red Hearing Prospectus. Our actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including the considerations described below and elsewhere in this Red
Herring Prospectus.
In this section, unless the context otherwise requires, a reference to the “Company”, “we”, “us” or “our” is a reference
to B. D. Industries (Pune) Limited. Unless otherwise stated, the financial data in this chapter is derived from our Restated
Financial Statements for the period ended Fiscal 2025, Fiscal 2024 and Fiscal, 2023 as included in “Financial
Information” on page no. 159 of this Red Herring Prospectus.
INTERNAL RISKS
1. Our company is significantly dependent on few customers for our revenue in a particular financial year. The loss of
any one or more of such customers may have a material effect on our business operations and profitability
The percentage of revenue derived from our top one, top five and top ten customers for financial year ended 2024-25,
2023-24 and 2022-23 are given below:
Consolidated Standalone
Particulars FY 24-25 FY 23-24 FY 22-23
Revenue % Revenue % Revenue %
Top 1 Customer 2,721.90 33.04% 1,478.96 27.26% 1,663.13 30.45%
Top 5 Customer 5,229.41 63.48% 4,491.58 82.79% 4,426.92 81.06%
Top10 Customer 6,246.94 75.83% 5,228.97 96.39% 5,330.27 97.60%
Our business from customers is dependent on our continuing relationship with such customers, the quality of our products
and our ability to deliver on their orders, and there can be no assurance that such customers will continue to do business
with us in the future on commercially acceptable terms or at all. However, in case of any change in the buying pattern of
our end users or disassociation of major customers can adversely affect our business or if our customers do not continue
to purchase products from us, or reduce the volume of products purchased from us, our business prospects, results of
operations and financial condition may be adversely affected. Further, 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.
26While we are constantly striving to increase our customer base and reduce dependence on any particular customer, there
is no assurance that we will be able to broaden our customer base in any future periods or that our business or results of
operations will not be adversely affected by a reduction in demand or cessation of our relationship with any of our major
customers.
2. We are dependent on a few suppliers for supply of raw materials and any major disruption to the timely and adequate
supplies of our raw materials could adversely affect our business, results of operations and financial condition.
Our Company is dependent on a few suppliers for procuring the raw materials for manufacturing of its products. For the
financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, our top five & top ten suppliers accounted
for as per below table of our total purchases.
(Rs. in Lakhs)
Consolidated Standalone
Particulars FY 24-25 FY 23-24 FY 22-23
Purchases % Purchases % Purchases %
Top 5 Supplier 3,344.87 66.31% 2,675.94 73.04% 3,078.85 76.09%
Top 10 Supplier 4,058.23 80.45% 3,116.32 85.06% 3,485.82 86.15%
We believe that the quality of raw materials, the transparent pricing, location advantage, etc. are also some of the major
reasons our Company prefers to procure these raw materials from these suppliers. Further, we have entered into agreement
with few suppliers which are subject to renewal each year. Few suppliers on whom our Company is dependent are from
China. Any failure of the supplier to deliver the raw materials in the necessary quantities or to adhere to delivery schedules
or specified quality standards and technical specifications would adversely affect our business operations and our ability
to deliver orders on time and at the desired level of quality. As a result, we may lose customers and incur liabilities for
failure to execute orders, which could have a material adverse effect on our business financial condition and results of
operations.
3. We face foreign exchange risks, primarily in our import and procurement operations that could adversely affect our
results of operations.
We are exposed to foreign currency exchange risk as we have imported our raw materials from foreign countries, in
particular Thailand. We deal with supplier in foreign currency and are affected with its fluctuation. We have even recorded
foreign fluctuation gain and losses in our financial statement.
Import of raw Materials for year FY 2025, FY 2024 and FY 2023 are tabulated below:
(Rs. in Lakhs)
Particulars Amount of Import of Raw Materials
FY 2025 (Consolidated) 1,049.55
FY 2024 1,029.50
FY 2023 1,349.73
Fluctuation in currency exchange rates influences our results of operations. As and when outflows are incurred, the
required foreign exchange is bought from market at the prevailing exchange rate. In future we may continue to incur
capital expenditures, including raw materials, equipment and machinery, denominated in foreign currencies. The
exchange rates between Rupee and USD and between Rupee and EUR have changed substantially in recent years and
may continue to fluctuate significantly in the future. Accordingly, any decline in the value of the Rupee against the U.S.
Dollar and Euro or any other foreign currency would increase the Rupee cost of such raw materials.
Although we closely follow our exposure to foreign currencies in an attempt to reduce the risks of currency fluctuations,
these activities are not always sufficient to protect us against incurring potential losses if currencies fluctuate significantly.
Any such losses on account of foreign exchange fluctuations may affect our results of operations.
4. Our Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash flow
could adversely impact our business, financial condition and results of operations.
Our Company had reported certain negative cash flows from its operating, investing and financing activities in the
previous years as per the restated financial statements and the same are summarized as under:
27(Rs in lakhs)
For the year ended March 31,
Particulars
2025 2024 2023
Net Cash from Operating Activities 1,009.55 (134.01) (66.13)
Net Cash from Investing Activities (842.33) (100.89) 21.34
Net Cash used in Financing Activities (153.26) 201.26 (114.46)
Net Increase / (Decrease) in Cash and Cash equivalents 13.97 (33.64) (159.24)
We have negative Cash flows from Operating activities for FY 2024 and 2023 due to Increase in Inventories and Trade
receivables.
We have negative Cash flow from Investing activities in FY 2025 and FY 2024 due to acquisition of Equity shares of our
Wholly owned Subsidiary and Purchase of PPE.
We have negative Cash flow from Financing activities in FY 2025 and FY 2023 due to Repayment of Long term and
short-term borrowings.
For details, please refer “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of
our Company” on page no. 191 of this Red Herring Prospectus.
Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital
expenditure, pay dividends, repay loans and make new investments without raising finance from external resources. If
our Company is not able to generate sufficient cash flows, it may adversely affect our business and financial operations.
5. Majority of revenue contribution comes from the Maharashtra, Madhya Pradesh, Punjab, Haryana, Telangana,
Karnataka and Tamilnadu which contributed 85.19%, 79.67% and 87.05% of our revenue from Operations in for
Fiscal 2025, 2024 and 2023, respectively.
The table below sets forth our revenues generated from these states, and as a percentage of our revenue from operations
for the Fiscals indicated:
(Rs in lakhs)
Consolidated Standalone
Particulars FY 24-25 FY 23-24 FY 22-23
Revenue % Revenue % Revenue %
Maharashtra 3,345.63 40.61% 2,032.29 37.46% 2,232.94 40.89%
Madhya Pradesh 1,548.26 18.79% 596.52 11.00% 660.02 12.09%
Punjab 962.16 11.68% 562.53 10.37% 902.62 16.53%
Haryana 632.16 7.67% 656.34 12.10% 592.57 10.85%
Telangana 529.64 6.43% - - - -
Karnataka - - 474.40 8.74 - -
Tamilnadu - - - - 366.00 6.70%
Total 7,017.85 85.19% 4,322.08 79.67% 4,754.16 87.05%
Total Sales 8,237.85 100.00% 5,425.02 100.00% 5,461.30 100.00%
Further, we have not entered into any agreement with our customers for long term sales. Any change in governmental
policies or occurrence of natural disasters in any of these states may impact our impact on our business, results of
operations and cash flows.
286. We have not entered into any agreement with the suppliers of machinery as specified in the objects of the Issue. Further
the amount allocated for purchases of machinery are based on the quotation received from supplier.
One of the Objects of issue is to deploy funds of ₹ 540.00 lakhs in purchases of machinery. This will lead to higher
capacity in our production and with better technology we will be able to fulfil growing demands. We have received
quotation of the equipment from one vendor with the limited time period validity. We may pass the time validity and
might have to incur additional cost and delay in occupying the asset. We may also be subject to risks on account of
inflation in the price of machinery. Hence, our installation could face time and cost over-run which could have an adverse
effect on our operations.
The amount proposed to be allocated for purchases of machinery is based on the quotation received from supplier and
has not been appraised by any independent agency and may be subject to various factors beyond our control.
Management may change the estimate as per new order, or arrival of new technology in the market or change in demand
or supply of any machine and other such reasons. We cannot assure that all the machines will be purchased as per the
schedule give in the Objects. Any delay in entering such agreements may delay the implementation schedule, which may
also lead to increase in prices and availability of these equipments in future affecting our costs, revenue and profitability.
7. Our Dewas manufacturing facility (Madhya Pradesh) and Registered Office are not owned by us and we have only
leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, results of operations,
financial condition and cash flows may be adversely affected.
Presently, Our Company along with its wholly owned subsidiary has three manufacturing facilities and one facility is
under consideration located at Pune, Dewas, Hoshiarpur and Zaheerabad. Our registered Office at Mumbai and
manufacturing facility, located at Dewas are taken on lease. We cannot assure you that we will be able to renew our leases
on commercially acceptable terms or at all. In the event that we are required to vacate our current premises, we would be
required to make alternative arrangements for our infrastructure and we cannot assure that the new arrangements will be
on commercially acceptable terms. If we are required to relocate our business operations, we may suffer a disruption in
our operations or have to pay increased charges, which could have an adverse effect on our business, results of operations,
financial condition and cash flows.
Owned Properties:
Name of the Seller Details of the Property Transaction Year Purpose
Wood Paper Board & 15 K 1 M K No. 26/4(7-1) ETC Dheha Alias, Ram
FY 2020 Factory
Packages Nagar, Hoshiarpur Land, Punjab
Bandhra Pradesh
Plot No. 66/A, Industrial Park, Buchinelly,
Industrial
Zaheerabad Mandal, Medak District, Telangana, FY 2014 Factory
Infrastructure
502228
Corporation Limited
Gat No. 999, Sanaswadi, Tal. Shirur, Dist. Pune,
Toyo Containers FY 2009 Factory
Maharashtra
Leased Properties:
Name of the Term/Period
Details of the Property Lease amount Purpose
Licensor of Lease
15th Flr, 1501-B, Universal Majestic, PL
Lokhande Marg G M Link Road, Nr R B
Araa Industrial
K International School, Mumbai City, 36 months 3 Lakhs/Month Head office
Products
Govandi West Mumbai, Maharashtra,
India, 400043
Governer of Plot No. 36B, Industrial Area No. 1, A.B.
30 Years 14,688/year Factory
Madhya Pradesh Road, Dewas, Madhya Pradesh, 455001
8. Our insurance coverage may not be sufficient or may not adequately protect us against any or all hazards, which may
adversely affect our business, results of operations and financial condition.
Our business and assets could suffer damage from fire, natural calamities and the goods transported to our customers by
our supplier could suffer from damage, misappropriation or other causes, resulting in losses, which may not be covered /
29fully compensated by insurance. Our Insurance Cost for the year ended March 31, 2025 was 6.78 Lakhs which was 0.10%
of Total Assets for the same period.
Further, a legal proceedings or other actions may be initiated against us or any of our employees for acts and conduct of
our employees which may occur due to various reasons including misconduct with customers. In the event of personal
injuries, damage or other accidents suffered by our employees or our customers or other people, we could face claims
alleging that we were negligent, provided inadequate supervision or be otherwise liable for the injuries. Our principal
types of insurance coverage include Plant and Machinery, Building and Stock Insurance. While we believe that the
insurance coverage which we maintain 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
honored fully, in part or on time, or that we have taken out sufficient insurance to cover all our losses. In addition, our
insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in the normal course
of our business, but we cannot assure you that such renewals will be granted in a timely manner, at acceptable cost or at
all. To the extent that we suffer loss or damage, or successful assertion of one or more large claims against us for events
for which we are not insured, or for which we did not obtain or maintain insurance, or which is not covered by insurance
which exceeds our insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us
and our results of operations, financial performance and cash flows could be adversely affected.
9. There have been past instances of procedural delays by the Company in filing of certain GST returns and making
payments under the Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Employee State
Insurance Act, 1948 during Fiscals 2025, 2024 and 2023. Any future instances of such delays may result in levy of
penalties on the Company from the respective government authorities and in turn may have a material adverse impact
on our financial condition and cash flows.
During the last three Financial Years, we have had instances of delays in the payment of certain statutory dues with
respect to GST, TDS, tax collected at source, employee provident fund contributions amongst others, which have all been
paid as on the date of this Red Herring Prospectus. The table below sets forth the details of the statutory dues paid by us
in relation to our statutory dues for the Fiscal 2025 and Fiscal 2024:
For the Financial Year
Particulars Number of Employees ended March 31, 2025 (₹ in
Lakhs)
Employee provident fund (including employee
66 27.01
contribution)
Employee state insurance corporation contribution
33 2.34
(including employee contribution)
TDS on salary 2 18.63
Tax deducted at source NA 23.08
Tax collected at source NA -
Goods and services tax NA 1,163.04
Total 1,234.10
For the Financial Year
Particulars Number of Employees ended March 31, 2024 (₹ in
Lakhs)
Employee provident fund (including employee
33 12.34
contribution)
Employee state insurance corporation contribution
9 0.90
(including employee contribution)
TDS on salary 7 39.05
Tax deducted at source NA 21.66
Tax collected at source NA -
Goods and services tax NA 1,143.95
Total 1,217.90
30Further, the tables below set out details of the delays in payments of statutory dues by the Company during Fiscals 2025,
2024 and 2023 is mentioned below:
GST
FY 2023
Amount
Period Due date Filing date Reason for delay
(₹ in Lakhs)
Apr-22 20-May-22 21-Jun-22 Operational and Technical 80.31
May-22 20-Jun-22 21-Jul-22 Operational and Technical 95.38
Jun-22 20-Jul-22 22-Aug-22 Operational and Technical 98.44
Jul-22 20-Aug-22 06-Oct-22 Operational and Technical 100.73
Aug-22 20-Sep-22 19-Oct-22 Operational and Technical 97.54
Sep-22 20-Oct-22 01-Nov-22 Operational and Technical 101.88
Oct-22 20-Nov-22 01-Dec-22 Operational and Technical 89.33
Nov-22 20-Dec-22 02-Jan-23 Operational and Technical 86.62
Dec-22 20-Jan-23 31-Jan-23 Operational and Technical 80.34
Jan-23 20-Feb-23 18-Mar-23 Operational and Technical 89.75
Feb-23 20-Mar-23 31-Mar-23 Operational and Technical 86.53
Mar-23 20-Apr-23 05-May-23 Operational and Technical 107.03
FY 2024
Amount
Period Due date Filing date Reason for delay
(₹ in Lakhs)
Apr-23 20-May-23 26-May-23 Operational and Technical 111.88
May-23 20-Jun-23 18-Jul-23 Operational and Technical 106.38
Jun-23 20-Jul-23 24-Aug-23 Operational and Technical 117.29
Jul-23 20-Aug-23 22-Sep-23 Operational and Technical 141.47
Aug-23 20-Sep-23 12-Oct-23 Operational and Technical 80.64
Sep-23 20-Oct-23 27-Nov-23 Operational and Technical 117.91
Oct-23 20-Nov-23 12-Dec-23 Operational and Technical 97.68
Nov-23 20-Dec-23 28-Dec-23 Operational and Technical 97.46
Jan-24 20-Feb-24 01-Mar-24 Operational and Technical 65.74
Feb-24 20-Mar-24 27-Mar-24 Operational and Technical 118.66
Mar-24 20-Apr-24 26-Apr-24 Operational and Technical 88.84
31FY 2025
Amount
Period Due date Filing date Reason for delay
(₹ in Lakhs)
Apr-24 20-May-24 04-Jun-24 Operational and Technical 107.89
Jun-24 20-Jul-24 05-Aug-24 Operational and Technical 150.77
Jul-24 20-Aug-24 29-Aug-24 Operational and Technical 189.26
Aug-24 20-Sep-24 07-Oct-24 Operational and Technical 138.16
Sep-24 20-Oct-24 06-Nov-24 Operational and Technical 148.37
Oct-24 20-Nov-24 18-Dec-24 Operational and Technical 155.27
Nov-24 20-Dec-24 22-Jan-25 Operational and Technical 123.43
Dec-24 20-Jan-25 5-Feb-25 Operational and Technical 20.70
Jan-25 20-Feb-25 3-Mar-25 Operational and Technical 3.99
Feb-25 20-Mar-25 19-Apr-25 Operational and Technical 16.81
Mar-25 20-Apr-25 9-May-25 Operational and Technical 108.39
*The above amount includes amount paid through GST Input.
TDS
FY 2023
Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Apr-22 07-May-22 07-May-22 Operational and Technical 4.28
May-22 07-Jun-22 08-Jun-22 Operational and Technical 4.69
Jun-22 07-Jul-22 07-Jul-22 Operational and Technical 4.28
Jul-22 07-Aug-22 07-Aug-22 Operational and Technical 4.51
Aug-22 07-Sep-22 07-Sep-22 Operational and Technical 4.51
Sep-22 07-Oct-22 08-Apr-23 Operational and Technical 4.82
Oct-22 07-Nov-22 08-May-23 Operational and Technical 3.96
Nov-22 07-Dec-22 01-Jun-23 Operational and Technical 4.75
Dec-22 07-Jan-23 01-Jun-23 Operational and Technical 4.56
Jan-23 07-Feb-23 21-Jul-23 Operational and Technical 4.27
Feb-23 07-Mar-23 21-Jul-23 Operational and Technical 6.37
Mar-23 30-Apr-23 20-Sep-23 Operational and Technical 14.03
FY 2024
Amount
Period Due Date Filing date Reason for delay
(in Lakhs)
Apr-23 07-May-23 27-Dec-23 Operational and Technical 4.42
May-23 07-Jun-23 27-Dec-23 Operational and Technical 6.24
Jun-23 07-Jul-23 27-Dec-23 Operational and Technical 4.98
Jul-23 07-Aug-23 27-Dec-23 Operational and Technical 4.40
Aug-23 07-Sep-23 27-Dec-23 Operational and Technical 4.42
Sep-23 07-Oct-23 27-Dec-23 Operational and Technical 5.21
Oct-23 07-Nov-23 27-Dec-23 Operational and Technical 4.51
Nov-23 07-Dec-23 27-Dec-23 Operational and Technical 3.95
Dec-23 07-Jan-24 07-May-24 Operational and Technical 5.20
Jan-24 07-Feb-24 07-May-24 Operational and Technical 4.65
Feb-24 07-Mar-24 07-May-24 Operational and Technical 4.51
Mar-24 30-Apr-24 28-Sep-24 Operational and Technical 8.86
FY 2025
Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Apr-24 07-May-24 13-May-25 Operational and Technical 4.51
32Jun-24 07-Jun-24 13-May-25 Operational and Technical 4.95
Jul-24 07-Jul-24 13-May-25 Operational and Technical 5.75
Aug-24 07-Aug-24 13-May-25 Operational and Technical 5.07
Sep-24 07-Sep-24 13-May-25 Operational and Technical 5.98
Oct-24 07-Oct-24 13-May-25 Operational and Technical 8.55
Nov-24 07-Nov-24 13-May-25 Operational and Technical 5.94
Dec-24 07-Jan-25 13-May-25 Operational and Technical 3.30
Jan-25 07-Feb-25 13-May-25 Operational and Technical 4.82
Feb-25 07-Mar-25 13-May-25 Operational and Technical 6.23
Mar-25 30-Apr-25 13-May-25 Operational and Technical 11.98
Employee state insurance corporation contribution
FY 2023
Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Apr-22 15-May-22 30-Jun-22 Operational & Technical 0.13
May-22 15-Jun-22 30-Jun-22 Operational & Technical 0.14
Jun-22 15-Jul-22 23-Aug-22 Operational & Technical 0.14
Jul-22 15-Aug-22 03-Nov-22 Operational & Technical 0.13
Aug-22 15-Sep-22 03-Nov-22 Operational & Technical 0.12
Sep-22 15-Oct-22 03-Nov-22 Operational & Technical 0.17
Oct-22 15-Nov-22 01-Dec-22 Operational & Technical 0.13
Nov-22 15-Dec-22 13-Jul-23 Operational & Technical 0.13
Dec-22 15-Jan-23 21-Feb-23 Operational & Technical 0.12
Jan-23 15-Feb-23 21-Feb-23 Operational & Technical 0.13
Feb-23 15-Mar-23 12-Jul-23 Operational & Technical 0.13
Mar-23 15-Apr-23 12-Jul-23 Operational & Technical 0.12
FY 2024
Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Apr-23 15-May-23 27-Dec-23 Operational & Technical 0.12
May-23 15-Jun-23 27-Dec-23 Operational & Technical 0.12
Jun-23 15-Jul-23 28-May-24 Operational & Technical 0.08
Jul-23 15-Aug-23 27-Dec-23 Operational & Technical 0.06
Aug-23 15-Sep-23 27-Dec-23 Operational & Technical 0.06
Sep-23 15-Oct-23 27-Dec-23 Operational & Technical 0.06
Oct-23 15-Nov-23 31-Jan-24 Operational & Technical 0.06
Nov-23 15-Dec-23 31-Jan-24 Operational & Technical 0.06
Dec-23 15-Jan-24 31-Jan-24 Operational & Technical 0.08
Jan-24 15-Feb-24 07-Mar-24 Operational & Technical 0.07
Feb-24 15-Mar-24 28-Mar-24 Operational & Technical 0.07
Mar-24 15-Apr-24 29-Apr-24 Operational & Technical 0.06
FY 2025
Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Apr-24 15-May-24 21-May-24 Operational & Technical 0.16
May-24 15-Jun-24 22-Jul-24 Operational & Technical 0.19
Jun-24 15-Jul-24 22-Jul-24 Operational & Technical 0.19
Jul-24 15-Aug-24 23-Aug-24 Operational & Technical 0.19
Aug-24 15-Sep-24 24-Oct-24 Operational & Technical 0.21
Sep-24 15-Oct-24 12-Nov-24 Operational & Technical 0.21
Oct-24 15-Nov-24 21-Dec-24 Operational & Technical 0.19
Nov-24 15-Dec-24 17-Feb-25 Operational & Technical 0.18
33Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Dec-24 15-Jan-25 23-Jan-25 Operational & Technical 0.20
Feb-25 15-Mar-25 25-Mar-25 Operational & Technical 0.19
Mar-25 15-Apr-25 19-Apr-25 Operational & Technical 0.19
EPF
FY 2023
Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Apr-22 15-May-22 28-Nov-22 Operational & Technical 0.97
May-22 15-Jun-22 28-Nov-22 Operational & Technical 0.91
Jun-22 15-Jul-22 28-Nov-22 Operational & Technical 0.90
Jul-22 15-Aug-22 28-Nov-22 Operational & Technical 0.90
Aug-22 15-Sep-22 28-Nov-22 Operational & Technical 0.93
Sep-22 15-Oct-22 28-Nov-22 Operational & Technical 0.95
Oct-22 15-Nov-22 01-Dec-22 Operational & Technical 0.93
Nov-22 15-Dec-22 06-Jan-23 Operational & Technical 0.89
Dec-22 15-Jan-23 24-May-23 Operational & Technical 0.93
Jan-23 15-Feb-23 24-May-23 Operational & Technical 0.98
Feb-23 15-Mar-23 24-May-23 Operational & Technical 0.98
Mar-23 15-Apr-23 24-May-23 Operational & Technical 0.98
FY 2024
Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Apr-23 15-May-23 21-Aug-23 Operational & Technical 1.02
May-23 15-Jun-23 21-Dec-23 Operational & Technical 0.92
Jun-23 15-Jul-23 21-Dec-23 Operational & Technical 0.96
Jul-23 15-Aug-23 21-Dec-23 Operational & Technical 1.01
Aug-23 15-Sep-23 21-Dec-23 Operational & Technical 1.01
Sep-23 15-Oct-23 21-Dec-23 Operational & Technical 1.06
Oct-23 15-Nov-23 21-Dec-23 Operational & Technical 1.08
Nov-23 15-Dec-23 08-Jan-24 Operational & Technical 1.05
Dec-23 15-Jan-24 02-Feb-24 Operational & Technical 1.10
Jan-24 15-Feb-24 27-Jun-24 Operational & Technical 1.05
Feb-24 15-Mar-24 27-Jun-24 Operational & Technical 1.05
Mar-24 15-Apr-24 27-Jun-24 Operational & Technical 1.05
FY 2025
Amount
Period Due Date Filing Date Reason for Delay
(₹ in Lakhs)
Apr-24 15-May-24 18-May-24 Operational & Technical 1.97
May-24 15-Jun-24 20-Jul-24 Operational & Technical 2.13
Jun-24 15-Jul-24 20-Jul-24 Operational & Technical 2.04
Jul-24 15-Aug-24 21-Aug-24 Operational & Technical 2.09
Aug-24 15-Sep-24 16-Sep-24 Operational & Technical 2.13
Sep-24 15-Oct-24 09-Nov-24 Operational & Technical 2.10
Oct-24 15-Nov-24 21-Dec-24 Operational & Technical 2.07
Nov-24 15-Dec-24 21-Dec-24 Operational & Technical 2.05
Dec-24 15-Jan-25 22-Jan-25 Operational & Technical 2.23
Feb-25 15-Mar-25 17-Mar-25 Operational & Technical 2.32
Mar-25 15-Apr-25 18-Apr-25 Operational & Technical 2.38
There were certain instances of delays in filing of GSTR3B returns and making of payments under the EPF Act and
Employees' State Insurance Act, 1948. The delays in filing the GST returns, EPF Payments and Employee state insurance
corporation contribution had occurred on account of operational and technical issues.
34While we have/have not been subject to any penalties by regulatory authorities, there can be no assurance that we would
not be subject to such penalties or fines in the future. Further, there can be no assurance that there will be no delays or
non-compliances with the filing of certain documents in the future.
10. We have entered into, and will continue to enter into related party transactions. We cannot assure you that we could
not have achieved more favourable terms had such transactions not been entered into with related parties.
We have entered into transactions with several related parties, including our Promoters. The table below sets forth the
details of our related party transactions for the fiscal years indicated.
Consolidated Standalone
Particulars Total 3 years
FY 24-25 FY 23-24 FY 22-23
Expenses:
Remuneration 169.71 147.00 147.00 463.71
Professional Fees 2.80 12.00 12.00 26.80
Raw Material Purchase 0.10 988.79 1,222.64 2,211.53
Rent Paid 60.00 66.00 66.00 192.00
Sub Total 232.61 1,213.79 1,447.64 2,894.04
% of Total Expenses 3.19% 23.84% 27.27% 16.35%
Income:
Sales 0.18 818.64 770.29 1,589.11
% of Total Income 0.00% 14.80% 13.98% 8.18%
Details of assets and liabilities at the end of the period and year are as below:
Consolidated Standalone
Particulars
FY 24-25 FY 23-24 FY 22-23
Assets:
Security Deposits 10.00 2.50 2.50
Trade Receivables 11.16 328.48 352.60
Sub Total 21.16 330.98 355.10
% of Total Assets* 0.31% 10.36% 13.06%
Liabilities:
Unsecured Loans 545.61 0.00 0.00
Remuneration Payable 15.91 9.27 9.27
Directors sitting fees payable 2.43
Sub Total 563.95 9.27 9.27
% of Total Liabilities 8.18% 0.29% 0.34%
*Investment in Equity Shares of Wholly owned Subsidiary amounting to Rs. 665.29 is eliminated on consolidation.
For further details, see “Financial Statements – Notes to the Restated Financial Statements – Note 34 – Related party
disclosure” on pages 159 respectively.
While we believe that all such transactions have been conducted on an arms-length basis, there can be no assurance that
we could not have achieved more favourable terms had such transactions not been entered into with related parties.
Furthermore, it is likely that we will continue to enter into related party transactions in the future. While in terms of the
Companies Act, 2013 and the SEBI Listing Regulations, certain related party transactions require Audit Committee and
Shareholders’ approval, there can be no assurance that these or any future related party transactions that we may enter
into, individually or in the aggregate, will not have an adverse effect on our business and results of operations.
11. Our Promoters will continue to hold a significant equity stake in our Company after the Issue and their interests may
differ from those of the other shareholders.
As on the date of this Red Herring Prospectus, our Promoters, holds approximately 100.00% of the paid-up equity share
capital of our Company. For further information on their shareholding pre and post Offer, see “Capital Structure” on page
3571 After the completion of the Offer, Our Promoters will continue to collectively hold 70.44% of the shareholding in our
Company and will continue to exercise significant influence over our business policies and affairs and all matters
requiring Shareholders’ approval, including the composition of our Board, the adoption of amendments to our
constitutional documents, the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all
of our assets, and the policies for dividends, lending, investments and capital expenditure or any other matter requiring
special resolution. This concentration of ownership also may delay, defer or even prevent a change in control of our
Company and may make some transactions more difficult or impossible without the support of these stockholders. The
interests of the Promoters as our controlling shareholders could conflict with our interests or the interests of our other
shareholders. We cannot assure you that the Promoters will act to resolve any conflicts of interest in our favor and any
such conflict may adversely affect our ability to execute our business strategy or to operate our business. For further
information in relation to the interests of our Promoters in our Company, please see “Our Management” and “Our
Promoters and Promoter Group” on pages 135 and 150 respectively.
12. Association of one of our directors with a previously Struck-off Company may adversely impact our Company in the
event of future litigation or penalties.
Our Company's Independent Director, Mr. Vijay Kalantri, was previously associated with Cargoways Global Line
Limited, Dighi LNG Terminals Private Limited, Dighi Rail Infrastructure Limited, Dighi Roha Rail Limited which was
struck off by the Registrar of Companies (RoC), However, the exact date of the strike-off and the reasons for it are not
available on the Ministry of Corporate Affairs (MCA) portal. In the event that any future litigation or penalties arise
related to Cargoways Global Line Limited, Dighi LNG Terminals Private Limited, Dighi Rail Infrastructure Limited,
Dighi Roha Rail Limited, Mr. Vijay Kalantri may be held liable, which could have an adverse impact on our Company's
business and financial performance.
13. Employee misconduct, errors or fraud could expose us to business risks or losses that could adversely affect our
business prospects, results of operations and financial condition.
Employee misconduct, errors, or fraud could expose us to significant risks, including regulatory sanctions, financial
losses, reputational harm, and potential legal liabilities. Such misconduct may include breaches of security protocols,
misappropriation of funds, concealment of unauthorized activities, non-compliance with operational policies, or improper
use of confidential information. Despite implementing internal controls and monitoring mechanisms, it may not always
be possible to prevent or detect such actions in a timely manner.
Additionally, any financial losses arising from employee misconduct or misappropriation of petty cash and advances may
be unrecoverable, resulting in write-offs that could negatively impact our financial performance. Our employees may also
commit unintentional errors, which could lead to negligence claims or regulatory scrutiny.
Till date, the Company has not encountered any material instances of fraud, theft, or employee misconduct. However,
there can be no assurance that such events will not occur in the future.
14. Our Company, Our Wholly Owned Subsidiary Company and Our Promoters are involved in certain legal proceedings
which, if determined against us, could adversely affect our business and financial condition.
These legal proceedings are pending at different levels of adjudication before various courts and tribunals. Brief details
of such outstanding litigations as of the date of this Red Herring Prospectus are as follows:
Disciplinary
Aggregate
actions by the Material
amount
Statutory or SEBI or Civil
Name of Criminal Tax involved (Rs
Regulatory Stock Litigation /
Entity Proceeding Proceeding in lakhs) to
Proceeding Exchanges Other
the extent
against our Litigations
quantifiable
Promoters
Company
By the
- - - - - -
Company
Against the
- 16 - - - 52.84
Company
Promoter and Directors
36Disciplinary
Aggregate
actions by the Material
amount
Statutory or SEBI or Civil
Name of Criminal Tax involved (Rs
Regulatory Stock Litigation /
Entity Proceeding Proceeding in lakhs) to
Proceeding Exchanges Other
the extent
against our Litigations
quantifiable
Promoters
By our
Promoter and - - - - - -
Directors
Against the
Promoter and - 12 - - - 27.86
Directors
Key Managerial Personnel and Senior Managerial Personnel
By our Key
Managerial
Personnel
- - - - - -
and Senior
Managerial
Personnel
Against the
Key
Managerial
Personnel - 5 - - - 0.81
and Senior
Managerial
Personnel
Subsidiary Company
By Subsidiary
2 - - - 1 26.50
Company
Against
Subsidiary - 19 - - - 161.72
Company
Group Companies
By Group
- - - - - -
Companies
Against
Group - - - - - -
Companies
There can be no assurance that these litigations will be decided in favour of our Company, Directors and Promoter and
consequently it may divert the attention of our management and Promoter and waste our corporate resources and our
Company and Promoter may incur significant expenses in such proceedings. If such claims are determined against our
Company and Promoter, there could be a material adverse effect on our reputation, business, financial condition and
results of operations, which could adversely affect the trading price of our Equity Shares. For the details of the cases filed
by and against our Company, Group Companies our Promoters and Directors, please refer to the chapter titled
“Outstanding Litigations and Material Developments” on page 209 of this Red Herring Prospectus.
15. Our Company does not have long term agreement with suppliers for supply of raw material. Our inability to obtain
raw material in a timely manner, in sufficient quantities could adversely affect our operations, financial condition
and/or profitability.
For the year ended Fiscal 2025, Fiscal 2024 and Fiscal 2023, our cost of material consumed amounted to 51.15%, 60.75%
and 68.39% of our total revenue respectively. We have not entered into long term contracts with our suppliers and prices
for raw materials are normally based on the quotes we receive from various suppliers. Any discontinuation of production
by these suppliers or a failure of these suppliers to adhere to the delivery schedule or the required quality and quantity
could hamper our manufacturing schedule. There can be no assurance that strong demand, capacity limitations or other
problems experienced by our suppliers will not result in occasional shortages or delays in their supply of raw materials
to us. Further, we cannot assure you that our suppliers will continue to be associated with us on reasonable terms, or at
37all. Since our suppliers are not contractually bound to deal with us exclusively, we may face the risk of our competitors
offering better terms to such suppliers, which may cause them to cater to our competitors alongside. In the event that we
fail to secure sufficient quantities of such raw materials from our suppliers at acceptable quality and prices in a timely
manner, our business, financial performance and cash flows may be adversely affected.
16. Our Company has availed certain unsecured loans of ₹ 829.96 lakhs which are recallable in nature. Any demand from
the lenders for repayment of such unsecured loan may affect our cash flow and financial condition.
As at March 31, 2025, our Company has outstanding unsecured loans of ₹ 829.96 lakhs, out of which ₹ 545.61 are availed
from Directors and may be recalled at any time. We cannot assure you that our lenders would not demand repayment of
unsecured loans extended to us. In the event, our lenders seek repayment of any these loans, our Company would need to
find alternative sources of financing, which may not be available on commercially reasonable terms, or at all. If we are
unable to arrange for any such financing arrangements, we may not have adequate working capital to carry out the
operations or complete our ongoing operations. Therefore, any such demand may adversely affect our business, financial
condition and results of operations. For further details, see “Financial Indebtedness” on page 207 of this Red Herring
Prospectus.
17. Our Promoters have provided personal guarantees for loan facilities obtained by our Company, and any failure or
default by our Company to repay such loans in accordance with the terms and conditions of the financing documents
could trigger repayment obligations on them, which may impact their ability to effectively service their obligations and
thereby, impact our business and operations.
Our Promoters have provided personal guarantee towards loan facilities taken by our Company. The table sets forth below
provides the details of guarantees given by our Promoters, as on March 31, 2025:
Guarantee details – B. D. Industries (Pune) Limited
Obligation
Promoters Financial
Guarantee Guarantee Reason on our
who have Period of implication Consideration,
given in value (₹ in for the Company
given guarantee in case of if any
favour of Lakhs) Guarantee to the
Guarantee default
Guarantors
For credit
Dalbirpal Till all the
facilities Personally
Saini, Arti loan
HDFC and term liable to the
Saini, obligations
Bank 1,132.00 loans Nil extent of Nil
Akshay have been
Limited sanctioned guarantee
Saini, Rahul repaid in
to our amount
Saini full
Company
Guarantee details – B.D. Industries (India) Private Limited
Obligation
Promoters Financial
Guarantee Guarantee Reason on our
who have Period of implication Consideration,
given in value (₹ in for the Company
given guarantee in case of if any
favour of Lakhs) Guarantee to the
Guarantee default
Guarantors
For credit
Dalbirpal Till all the
facilities Personally
Saini, Arti loan
HDFC and term liable to the
Saini, obligations
Bank 1,875.00 loans Nil extent of Nil
Akshay have been
Limited sanctioned guarantee
Saini, Rahul repaid in
to our amount
Saini full
Company
Any default or failure by our Company to repay the loans in a timely manner, or at all could trigger repayment obligations
of our individual Promoters in respect of such loans, which in turn, could have an impact on their ability to effectively
service their obligations, thereby having an effect on our business, results of operation and financial condition.
Furthermore, in the event that our Promoters withdraw or terminate their guarantees, our lenders for such facilities may
ask for alternate guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities.
38Accordingly, our business, results of operations, financial condition and prospects may be adversely affected by the
revocation of the personal guarantee provided by our Promoters.
18. Any failure to protect or enforce our rights to own or use trademarks and brand names and identities could have an
adverse effect on our business and competitive position.
Our Corporate trademark “Since 1984 BDI Group” is registered under Class 17 of the Trademark Act. Any infringement
of our logo or failure to protect our trademarks may adversely affect our business. Any kind of negative publicity or
misuse of our brand name and our logo could hamper our brand building efforts and our future growth strategy could be
adversely affected. Further, the same may involve costly litigations and penal provisions if the case may be. We believe
that our future growth and competitiveness would depend on our ability to establish and strengthen our brand.
Although, we believe that that our present systems are adequate to protect our confidential information and intellectual
property, there can be no assurance that our intellectual property data, trade secrets or proprietary technology will not be
copied, infringed or obtained by third parties. Further, our efforts to protect our intellectual property may not be adequate
and may lead to erosion of our business value and our operations could be adversely affected. This may lead to litigations
and any such litigations could be time consuming and costly and their outcome cannot be guaranteed. Our Company may
not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our intellectual
property, which may adversely affect our business, financial condition and results of operations. For further details
pertaining to our intellectual property, please refer to the chapter titled “Our Business” beginning on page no. 107 of this
Red Herring Prospectus.
19. Our operations are subject to high working capital requirements. Our inability to maintain sufficient cash flow, credit
facilities and other sources of funding, in a timely manner, or at all, to meet requirement of working capital or pay out
debts, could adversely affect our operations.
Our business requires significant working capital, such as to finance the purchase of raw materials, consumables, stores
& spares and payments for operating expenses before we receive payment from our customers. In addition, the actual
amount of our future capital requirements may differ from estimates as a result of, among other factors, cost overruns,
unanticipated expenses, regulatory changes, economic conditions, additional market developments. In the event, we are
unable to source the required amount of working capital for addressing such increased demand of our products, we might
not be able to efficiently satisfy the demand of our customers. Even if we are able to source the required amount of funds,
we cannot assure you that such funds would be sufficient to meet our cost estimates and that any increase in the expenses
will not affect the price of our products.
Any delay in processing our payments by our customers may increase our working capital requirement. Further, if a
customer defaults in making payments for a product on which we have devoted significant resources, it could affect our
profitability and liquidity and decrease the capital reserves that are otherwise available for other uses. We may file a claim
for compensation of the loss that we incurred pursuant to such defaults but settlement of disputes generally takes time
and financial and other resources, and the outcome is often uncertain. In general, we make provisions for bad debts,
including those arising from such defaults based primarily age of the debt and other factors such as special circumstances
relating to special customers. There can be no assurance that such payments will be remitted by our clients to us on a
timely basis or that we will be able to effectively manage the level of bad debts arising from defaults. We may also have
large cash outflows, including among others, losses resulting from environmental liabilities, litigation costs, adverse
political conditions, foreign exchange risk and liability claims. All these factors, could have a significant effect on our
profitability and cash flows and accordingly an increase in working capital requirements may have an adverse effect on
our financial condition and results of operations.
20. Our working capital object is based on certain assumptions, any deviation from assumptions could affect our financial
position.
Our estimation of working capital requirements is based on certain assumptions regarding operational efficiency, revenue
growth, credit cycles, and market conditions. Any deviation from these assumptions, such as delays in receivables,
unforeseen fluctuations in raw material costs, or changes in supplier and customer payment terms, could impact our actual
working capital needs. If our working capital requirements exceed our estimates, we may need to arrange additional
funding, which could affect our financial position and operational efficiency.
21. Failure in supply of electricity or power can lead to significant disruption in manufacturing process and can affect
our operations.
39We consume substantial power and fuel at our manufacturing facilities. Electricity expenses represent a significant portion
of the direct cost associated with cost of material consumed. For the year ended 2024-25, 2023-24 and 2022-23, electricity
cost was Rs. 79.00 lakhs, Rs. 36.01 lakhs and Rs. 31.98 lakhs, constituting 0.96%, 0.66% and 0.59%, respectively, of our
total revenue from operations. If electricity cost rises or supply arrangements were disrupted, our profitability could
decline. We source most of our electricity requirements for our working manufacturing plant at Pune, Dewas and
Hoshiarpur from the Maharashtra State Electricity Distribution Company Limited, M.P. Pashchim Kshetra Vidyut Vitran
Co. Limited and Punjab State Power Corporation Limited respectively. The cost of electricity from state electricity boards
could be significantly higher, thereby adversely affecting our cost of production and profitability. Further, if for any
reason such electricity is not available, however the company or its subsidiary have not faced any lock down due to
electricity failure in past, we may need to temporary shut down our plants until an adequate supply of electricity is restored
which will lead to the loss of production in progress and may affect our results of operations.
22. Any non-availability of technical, skilled, semi-skilled and un-skilled manpower and / or increased employee costs
could negatively affect our ability to operate efficiently and result in disruptions to our manufacturing operations.
Our operations are dependent on access to a large pool of technical, skilled, semi-skilled and un-skilled manpower. Our
dependence on such technical, skilled, semi-skilled and un-skilled manpower may result in significant risks for our
operations, relating to the availability of such manpower. There can be no assurance that we will have adequate access to
the required manpower at reasonable rates, as and when required, or at all. As a result, we may be required to incur
additional costs to ensure smooth running of our operations. The labour cost in India has been increasing over the past
years due to increasing competition for quality employees among manufacturing companies as well as growth in inflation
and general wage increases. For the year ended March 31, 2025, March 31, 2024 and March 31, 2023, our employees
benefit expenses as per our Restated Financials, amounted to ₹ 702.74 lakhs, ₹ 412.62 lakhs and ₹ 374.98 lakhs
respectively, which is 8.35%, 7.46% and 6.81% of the total income of that respective year. We cannot assure that these
or future agreements may not significantly result in increased employee costs and that we will be able to pass on the
increased costs to our customers, partially or at all. Our inability to pass the increased costs may impact our profitability
and future growth prospectus. Additionally, our operations may be adversely affected by circumstances beyond our
control such as work stoppages, labour disputes and shortage of qualified skilled labour or lack of availability of adequate
infrastructure. We cannot assure you that manpower, whether hired through contractors or directly, will continue to be
available at reasonable wages in the areas where our manufacturing units are located.
23. Our lenders have charge over our movable and immovable properties in respect of finance availed by us. Our inability
to meet our obligations under our debt financing arrangements could adversely affect our business, results of
operations and cash flows.
We have provided security in respect of loans / facilities availed by us from banks and financial institutions by creating a
charge over our movable and immovable properties. The total amounts outstanding and payable by us as secured loans
for the Fiscal 2025, 2024 and 2023 were ₹ 1,389.38 lakhs, ₹ 284.09 lakhs and ₹ 220.63 lakhs. For further details, please
refer to Note 5 and Note 6 of Restated Financials Information beginning from Page 159 of this Red Herring Prospectus.
In the event we default in repayment of the loans / facilities availed by us and any interest thereof, our properties may be
subject to Invocation/forfeiture by lenders, which in turn could have significant adverse effect on business, financial
condition or results of operations. Any failure on our part to comply with the terms in our loan agreements would generally
result in events of default under these loan agreements. In such a case, the lenders under each of these respective loan
agreements may, at their discretion, accelerate payment and declare the entire outstanding amounts under these loans due
and payable, and in certain instances, enforce their security which has been constituted over our various assets and take
possession of those assets, which could adversely affect our liquidity and materially and adversely affect our business
and operations.
24. Industrial accidents at our manufacturing facility may adversely affect our operation.
Our manufacturing facilities are subject to operating risk resulting in fatal accidents which can cause injury to the labour
and employees of the company and this could also cause damage to the property and plant and machinery situated at the
factory which could have an adverse effect on our operations. Though, we have taken adequate safety measures in order
to avoid such mishaps, but in case of any such happening of the event out of our control, we cannot assure you whether
it will be sufficient or not. The Company or its subsidiary has not faced any material industrial accident in past at any of
the manufacturing units. Further occurrence of such accidents could impact our production schedules, costs, revenue and
ability to meet customer demand. So far, we have not faced any Industrial accidents at any of our manufacturing facilities.
4025. If we are unable to maintain the existing level of capacity utilisation rate at our manufacturing facilities, our margins
and profitability may be adversely affected.
As a Rotomolded plastic manufacturing Company, our business relies significantly on the efficient utilization of our
manufacturing facilities to maintain and enhance our margins and profitability. The table below sets forth the installed
capacity at our three current manufacturing facilities, the polymers processed and capacity utilization for the periods
indicated, as certified by Mr. BM Advisory & Co, Independent Chartered Engineer, pursuant to the certificates dated
June 16, 2025
Location Period Installed Capacity Utilised Capacity Utilisation %
FY 2025 1,800 MT 1,169 MT 65%
Pune Facility FY 2024 1,800 MT 1,116 MT 62%
FY 2023 1,800 MT 1,138 MT 63%
Location Period Installed Capacity Utilised Capacity Utilisation %
FY 2025 1,500 MT 870 MT 58%
Dewas Facility FY 2024 1,500 MT 631 MT 42%
FY 2023 1,500 MT 634 MT 42%
Location Period Installed Capacity Utilised Capacity Utilisation %
FY 2025 1,200 MT 357 MT 30%
Hoshiarpur Facility FY 2024 1,200 MT 148 MT 12%
FY 2023 - - -
Proposed Expansion of Capacity
The Company currently has an installed capacity and utilised capacity of 4,500 MT and 2,396 MT respectively. It
proposes to expand the capacity by 1,800 MT through the addition of three new machineries. Following the expansion,
the total installed capacity will increase to 6,300 MT.
Rationale for Underutilization:
Our product offerings—particularly in the automotive OEM segment—include large-sized yet lightweight components
such as plastic fuel tanks, fenders, and cabin roofs. These products are logistically sensitive, as they incur high packaging
and transportation costs relative to their value when moved over long distances.
To address this, we have adopted a customer-centric manufacturing strategy by locating our facilities near key OEM
clients:
• Pune Facility (Issuer): Located near John Deere
• Dewas Facility (WoS): Also, near John Deere
• Zaheerabad Facility (WoS): Located near Mahindra & Mahindra (M&M)
• Hoshiarpur Facility (WoS): Located near ITL and Escorts
This model ensures that products are manufactured close to the customer’s plant, thereby reducing freight and packaging
costs and enhancing service efficiency. Consequently, capacity utilization levels across facilities may vary based on the
geographical concentration of demand, customer schedules, and project-specific volumes.
Such a structure is aligned with our long-term strategic focus on logistics optimization, strong client relationships, and
operational responsiveness, even if it may result in lower capacity utilization at certain sites during specific periods.
Maintaining high levels of capacity utilization is critical for our operational efficiency and cost management. If we fail
to sustain or improve our current levels of capacity utilization, it could lead to underutilization of our resources, thereby
increasing our per-unit production costs and adversely affecting our profit margins.
26. Risks Relating to Unsecured Loans from Directors (Related Parties)
Our Company has received unsecured, interest-free loans from our directors, who are related parties. These loans have
been extended to support the Company’s funding needs and are repayable on demand. Given the nature of these
41arrangements, the Company has not executed formal loan sanction letters. While there is currently no indication that these
loans will be recalled in the near term, any demand for repayment could affect our short-term liquidity if not planned for
adequately. Further, as these loans are from related parties, they may be perceived differently from third-party borrowings
by investors.
27. Our wholly owned subsidiary Company is into similar line of business which can affect our company because of the
Potential Conflict of Interest
As of the date of this Red Herring Prospectus, our wholly owned subsidiary Company B.D. Industries (India) Private
Limited is engaged in businesses similar as ours. The company is engaged in the business of Manufacturing and trading
of Plastic Products for varied industries. We have entered into related party transaction with the subsidiary company in
the past. Though there is a non-compete agreement dated May 22, 2025, with this entity for preventing this company
from competing directly or indirectly with us in our market segments., but potential conflicts of interest when availing
business opportunities may arise. This situation could become particularly problematic if and when our interests collide.
28. Our financing agreements contain covenants that limit our flexibility in operating our business. Our inability to meet
our obligations, including financial and other covenants under our debt financing arrangements could adversely
affect our business, results of operations and financial condition.
As of March 31, 2025, our total outstanding indebtedness was ₹ 2,219.34, out of which ₹ 1,673.73 were loans availed
from Financial Institutions and ₹ 545.61 loans availed from Directors of the Company. Our ability to meet our debt service
obligations and repay our outstanding borrowings will depend primarily on the cash generated by our businesses. Further,
our financing agreements contain certain restrictive covenants that limit our ability to undertake certain types of
transactions, any of which could adversely affect our business and financial condition.
We are required to obtain prior approval from our lenders for, among other things:
• Effect any change in capital structure;
• Implement any scheme of expansion/modernization/diversification/renovation or acquire any fixed assets during
any accounting year, except such schemes which have already been approved by the Bank.
• Formulate any scheme of amalgamation or reconstruction.
• Enter into borrowing arrangements either secured or unsecured with any other bank, Financial Institution,
company or person.
We are required to obtain the required consents of the lenders under our financing agreements before undertaking these
significant corporate actions. We cannot assure you that the lenders will grant the required approvals in a timely manner,
or at all. The time required to secure consents may hinder us from taking advantage of a dynamic market environment.
In addition to the restrictions listed above, we are required to maintain certain financial ratios under our financing
agreements. These financial ratios and the restrictive provisions could limit our flexibility to engage in certain business
transactions or activities.
Further, if we are forced to issue additional equity to the lenders, ownership interest of the existing shareholders in our
Company will be diluted. It is also possible that future financing agreements may contain similar or more onerous
covenants and may also result in higher interest cost. If any of these events were to occur, our business, results of
operations and financial condition may be adversely affected.
29. Failure to manage our inventory could have an adverse effect on our net sales, profitability, cash flow and liquidity.
The results of operations of our business are dependent on our ability to effectively manage our inventory and stocks. To
effectively manage our inventory, we must be able to accurately estimate customer demand and supply requirements and
manufacture and trade inventory accordingly. If our management has misjudged expected customer demand it could
adversely impact the results by causing either a shortage of products or an accumulation of excess inventory. Further, if
we fail to sell the inventory we manufacture, we may be required to write-down our inventory or pay our suppliers without
new purchases, or create additional vendor financing, which could have an adverse impact on our income and cash flows.
We estimate our sales based on the forecast, demand and requirements and also on the customer specifications. Natural
disasters such as earthquakes, extreme climatic or weather conditions such as floods or droughts may adversely impact
the supply of raw material and local transportation. Should our supply of raw materials be disrupted, we may not be able
to procure an alternate source of supply in time to meet the demands of our customers. Such disruption to supply would
materially and adversely affect our business, profitability and reputation. In addition, disruptions to the delivery of product
to our customer may occur for reasons such as poor handling, transportation bottlenecks, or labour strikes, which could
42lead to delayed or lost deliveries or damaged products and disrupt supply of these products. To improve our line capability,
we try to stock our inventory at our manufacturing facility. An optimal level of inventory is important to our business as
it allows us to respond to customer demand effectively. If we overstock inventory, our capital requirements will increase
and we will incur additional financing costs. If we under-stock inventory, our ability to meet customer demand and our
operating results may be adversely affected. Any mismatch between our planning and actual consumer consumption could
lead to potential excess inventory or out-of-stock situations, either of which could have an adverse effect on our business,
financial condition and results of operation. We have been managing sufficient Inventory to manage our operations. The
same is tabulated below.
Particulars Closing Inventory Total Assets % of Total Assets
FY 2025 (Consolidated) 2,963.52 6,890.27 43.01%
FY 2024 1,068.73 3,196.14 33.44%
FY 2023 766.72 2,718.14 28.21%
30. We may face labour disruptions that could interfere with our operations.
We are exposed to the risk of strikes and other industrial actions. Although we believe that we have good relations with
our employees presently, there can be no assurance that our employees will not undertake or participate in strikes, work
stoppages or other industrial actions in the future. Any labor disruptions may adversely affect our operations by delaying
or slowing down our manufacturing, increasing our manufacturing cost or even halting a portion of our manufacturing.
This may also cause failure in delivering sales commitments, hurt our relationships with customers and disrupt our supply
chain, further affecting our revenue and margins. If there is any prolonged disruption or shutdown of operations at our
manufacturing facilities, we may not be able to replace the equipment or inventories, or use different facilities to continue
our operations in a timely and cost-effective manner or at all. We may not be able to recover from damages or interruptions
caused to our manufacturing facilities in a timely manner or at all. The occurrence of any such event could result in the
temporary or long-term closure of any of our manufacturing facilities, severely disrupt our business operations and
materially and adversely affect our business, results of operations, financial condition and cash flows. So far, we have not
faced any labour disruption that could interfere with our operations.
31. The deployment of the Net Proceeds from the Fresh Issue are based on management estimates and have not been
independently appraised by any bank or financial institution and is not subject to any monitoring by any independent
agency and our Company’s management will have flexibility in utilizing the Net Proceeds from the Fresh Issue.
Our Company intends to use the Net Proceeds from the Fresh Issue for the purposes described in “Objects of the Issue”
on page 81 of this Red Herring Prospectus. In terms of Regulation 262 of the SEBI (ICDR) Regulations, since the Issue
size is not in excess of ₹ 5,000 lakhs, we are not required to appoint a monitoring agency. However, we shall submit a
certificate from our statutory auditor to BSE Limited (Stock Exchange) while filing the half yearly financial results, till
the issue proceeds are fully utilized, confirming the utilization of money raised through the public issue. The management
of our Company will have discretion to use the Net Proceeds from the Issue, and investors will be relying on the judgment
of our Company’s management regarding the application of the Net Proceeds from the Issue. The funding plans are in
accordance with our own estimates and have not been appraised by any bank, financial institution or any other external
agency. Our Company may have to revise its management estimates from time to time on account of various factors
beyond its control, such as market conditions, competitive environment and consequently its requirements may change.
Additionally, various risks and uncertainties, including those set forth in this section may limit or delay our Company’s
efforts to use the Net Proceeds from the Issue to achieve profitable growth in its business. Our Board will have significant
flexibility in temporarily investing the Net Proceeds of the Issue. Accordingly, the use of the Net Proceeds for purposes
identified by our management may not result in actual growth of its business, increased profitability or an increase in the
value of your investment.
Further, pursuant to Section 27 of the Companies Act 2013, any variation in the objects would require a special resolution
of the Shareholders and would be required to provide an exit opportunity to the shareholders who do not agree with our
proposal to change the objects of the Issue, at a price and manner as specified in the SEBI ICDR Regulations.
Additionally, the requirement on Promoters or controlling shareholders to provide an exit opportunity to such dissenting
shareholders may deter the Promoters or controlling shareholders from agreeing to the variation of the proposed utilization
of our Net Proceeds, even if such variation is in our interest. Further, we cannot assure you that our Promoters or the
controlling shareholders will have adequate resources at their disposal at all times to enable them to provide an exit
opportunity at the price which may be prescribed by SEBI. Accordingly, prospective investors in this Issue will need to
rely upon our management’s judgment with respect to the use of Net Proceeds. If we are unable to enter into arrangements
43for utilization of Net proceeds as expected and assumed by us in a timely manner or at all, we may not be able to derive
the expected benefits from the proceeds of the Issue and our business and financial results may suffer.
32. Any delay or defaults in receipt of payments or dues from our customers could result in a reduction of our profits.
We regularly commit resources prior to receiving payments from our customer. We may be subject to working capital
shortages due to delays or defaults in receipt of payments or dues from such customers. If our customers default in their
payments or if any order/ assignment in which we have invested significant resources is delayed, cancelled or curtailed,
it could have a material adverse effect on our business, financial condition and results of operations.
33. In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion
of the objects/ schedule of implementation of this Issue which would in turn affect our revenues and results of
operations.
The funds that we receive would be utilized for the Objects of the Issue as has been stated in the Chapter “Objects of the
Issue” on page 81 of this Red Herring Prospectus. The proposed schedule of implementation of the objects of the Issue is
based on our management’s estimates. If the schedule of implementation is delayed for any other reason whatsoever,
including any delay in the completion of the Issue, we may have to revise our business strategies, development and other
plans resulting in unprecedented financial mismatch and this may adversely affect our revenues and results of operations.
34. There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of BSE
in a timely manner, or at all.
In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant to the
Issue will not be granted until after the Equity Shares have been issued and allotted. Approval for listing and trading will
require all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay
in listing the Equity Shares on the SME Platform of BSE. Any failure or delay in obtaining the approval would restrict
your ability to dispose of your Equity Shares.
35. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with respect to
the shares of listed companies in India (the “Listed Securities”) in order to enhance market integrity, safeguard the
interests of investors and potential market abuses. In addition to various surveillance measures already implemented, and
in order to further safeguard the interest of investors, the SEBI and the Stock Exchanges have introduced additional
surveillance measures (“ASM”) and graded surveillance measures (“GSM”).
ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain objective
parameters such as share price, price-to-earnings ratio, percentage of delivery, client concentration, variation in volume
of shares and volatility of shares, among other things. GSM is conducted by the Stock Exchanges on Listed Securities
where their price quoted on the Stock Exchanges is not commensurate with, among other things, the financial performance
and financial condition measures such as earnings, book value, fixed assets, net-worth, other measures such as price-to-
earnings multiple and market capitalization and overall financial position of the concerned listed company, the Listed
Securities of which are subject to GSM.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors
which may result in high volatility in price, low trading volumes, and a large concentration of client accounts as a
percentage of combined trading volume of our Equity Shares. The occurrence of any of the abovementioned factors or
other circumstances may trigger any of the parameters prescribed by SEBI and the Stock Exchanges for placing our
securities under the GSM and/or ASM framework or any other surveillance measures, which could result in significant
restrictions on trading of our Equity Shares being imposed by SEBI and the Stock Exchanges. These restrictions may
include requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off,
limiting trading frequency, reduction of applicable price band, requirement of settlement on gross basis or freezing of
price on upper side of trading, as well as mentioning of our Equity Shares on the surveillance dashboards of the Stock
Exchanges. The imposition of these restrictions and curbs on trading may have an adverse effect on market price, trading
and liquidity of our Equity Shares and on the reputation and conditions of our Company. Any such instance may result
in a loss of our reputation and diversion of our management’s attention and may also decrease the market price of our
Equity Shares which could cause you to lose some or all of your investment.
4436. We are dependent on our key management team as well as our mid-to-senior personnel and we heavily rely on their
knowledge and experience in operating our business. The loss of or our inability to attract or retain such persons could
materially adversely affect our business performance.
Our business and the implementation of our strategy is dependent upon our key management team mid-to-senior
personnel who oversee our day-to-day operations, strategy and growth of our business. There can be no assurance that
we will be able to retain these personnel or find adequate replacements in a timely manner, or at all. We may not be able
to hire and train replacement personnel immediately when qualified personnel terminate their employment with our
Company. We may also be required to increase our levels of employee compensation more rapidly than in the past to
remain competitive in attracting employees that our business requires. Further, our competitors may offer compensation
and remuneration packages beyond what we are offering to our key management team. If one or more members of our
key management team are unable or unwilling to continue in their present positions, such persons would be difficult to
replace in a timely and cost-effective manner, and our business, prospects, results of operations and cash flows could be
materially adversely affected.
37. In addition to their regular remuneration, our directors (including our Promoters) and Key Management Personnel
are entitled to other benefits and expense reimbursements. They also have a vested interest in our Company through
their shareholding and dividend entitlements.
Some of our Directors (including our Promoters) and Key Management Personnel are interested in our Company to the
extent of their shareholding and dividend entitlement in our Company, in addition to normal remuneration or benefits and
reimbursement of expenses. We cannot assure you that our Directors/ Promoters or our Key Management Personnel
would always exercise their rights as Shareholders to the benefit and best interest of our Company. As a result, our
Promoters will continue to exercise significant control over our Company, including being able to control the composition
of our board of directors and determine decisions requiring simple or special majority voting, and our other Shareholders
may be unable to affect the outcome of such voting. Our directors may take or block actions with respect to our business,
which may conflict with our best interests or the interests of other minority Shareholders, such as actions with respect to
future capital raising or acquisitions. We cannot assure you that our directors will always act to resolve any conflicts of
interest in our favour, thereby adversely affecting our business and results of operations and prospects.
38. We generally do business with our customers on purchase order basis and do not enter into long term contracts with
most of them.
Our business is dependent on our continuing relationships with our customers. Our Company neither has any long-term
contract with any of customers nor has any marketing tie up for our products. Such orders may be amended or cancelled
prior to finalization, and should such an amendment or cancellation take place, we may be unable to seek compensation
for any surplus unpurchased products that we manufacture. Consequently, there is no commitment on the part of the
customer to continue to source their requirements from us, and as a result, our sales from period to period may fluctuate
significantly as a result of changes in our clients’ preferences. 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.
39. Our continued operations are critical to our business and any shutdown of our manufacturing unit may adversely
affect our business, results of operations and financial condition.
Our manufacturing units are located at 3 different places in India namely Pune, Dewas and Hoshiarpur. Our 4th
Manufacturing facility is being set up at Zaheerabad and no manufacturing activity is being under taken at Zaheerabad
plant as on the date of this Red Herring Prospectus. As a result, any local social unrest, natural disaster or breakdown of
services and utilities in these areas could have material adverse effect on the business, financial position and results of
our operations. Our Manufacturing units are subject to operating risks, such as breakdown or failure of equipment, power
supply or processes, reduction or stoppage of water supply, performance below expected levels of efficiency,
obsolescence, natural disasters, industrial accidents and the need to comply with the directives of relevant government
authorities. In the event, we are forced to shut down our manufacturing unit for a prolonged period; it would adversely
affect our earnings, our results of operations and financial condition as a whole.
In addition to the above if our manufacturing unit suffer losses as a result of any industrial accident, we may be forced to
shut down our manufacturing unit which could result in us being unable to meet with our commitments, which will have
an adverse effect on our business, results of operation and financial condition. Further, any contravention of or non-
45compliance with the terms of various regulatory approvals applicable to our manufacturing unit may also require us to
cease or limit production until such noncompliance is remedied to the satisfaction of relevant regulatory authorities. We
cannot assure you that we will not experience work disruptions in the future resulting from any dispute with our employees
or other problems associated with our employees and the labor involved in our manufacturing unit, which may hinder our
regular operating activities and lead to disruptions in our operations, which could adversely affect our business, prospects,
financial condition, cash flows and results of operations.
40. Our Company’s failure to maintain the quality standards of the products or keep pace with the technological
developments could adversely impact our business, results of operations and financial condition.
Our products depend on customer’s expectations and choice or demand of the customer as we also produce the products
as per particular customer’s needs. Any failure to maintain the quality standards may affect our business. Although we
have put in place quality control procedures, we cannot assure that our products will always be able to satisfy our
customers’ quality standards. Any negative publicity regarding our Company, or products, including those arising from
any deterioration in quality of our products from our vendors, or any other unforeseen events could adversely affect our
reputation, our operations and our results from operations. Also, rapid change in our customers’ expectation on account
of changes in technology or introduction of new products or for any other reason and failure on our part to meet their
expectation could adversely affect our business, result of operations and financial condition. While, we believe that we
have always expanded our capacities a to cater to the growing demand of our customers and also endeavor regularly
update our existing technology and acquire or develop new technologies on a continuous basis, our failure to anticipate
or to respond adequately to changing technical, market demands and/or client requirements could adversely affect our
business and financial results.
41. We depend on third parties for our suppliers, logistics and transportation needs. Any disruptions in the same may
adversely affect our operations, business, cash flows and financial condition.
We do not have an in-house transportation facility and we rely on third party transportation and other logistic facilities at
every stage of our business activity including for procurement of products from our suppliers and for transportation from
our distribution centers to various stores. Our operations and profitability are dependent upon the availability of
transportation and other logistic facilities in a time and cost-efficient manner. Accordingly, our business is vulnerable to
increased transportation costs, transportation strikes and lock-outs, shortage of labour, delays and disruption of
transportation services for events such as weather-related problems and accidents. Further, movement of goods encounters
additional risks such as accidents, pilferage, spoilage, shrinkage and our inability to claim insurance may adversely affect
our operations, results of operations and financial condition. Although we have not experienced any material logistics
and transport related disruptions in the past, any prolonged disruption or unavailability of such facilities in a timely
manner could result in delays or non-supply or may require us to look for alternative sources which may not be cost-
effective, thereby adversely affecting our operations, results of operations, cash flows and financial condition. We rely
on third party suppliers for our business. We are exposed to the risk of these suppliers, third party manufacturers and
service providers failing to adhere to the standards set for them by us and statutory and/ or regulatory bodies in respect of
factors such as quality, quantum of production, weights and measures and safety standards and noncompliance of relevant
rules and regulations, and any consequent action by such statutory and/ or regulatory bodies or otherwise, could adversely
affect our business operations, results of operations, cash flows and financial condition, due to reasons such as shortage
of supply, product liability claims and product recalls. This may also result in lost confidence on the part of our customers
and adversely affect our reputation. Further, any delay or failure to deliver the products in a timely manner, would result
in adverse effect on our business operations, results of operation, cash flows and financial condition. Any litigation
involving such third parties may cause a material adverse effect on our reputation.
42. If we are not able to obtain, renew or maintain our statutory and regulatory licenses, registrations and approvals
required to operate our business, it may have a material adverse effect on our business, results of operations and
financial condition.
We require certain statutory and regulatory licenses, registrations and approvals to operate our business, some of which
our Company has either received, applied for or is in the process of application. Further, in the future, we may also be
required to obtain new licenses, registrations and approvals for any proposed or upcoming projects, including any
expansion of existing projects. There can be no assurance that the relevant authorities will renew such licenses,
registrations and approvals in a timely manner or at all. Further, these licenses, registrations and approvals are subject to
several conditions, and we cannot assure that we will be able to continuously meet such conditions or be able to prove
compliance with such conditions to statutory authorities, and this may lead to cancellation, revocation or suspension of
relevant licenses, approvals and registrations. Failure by us to renew, maintain or obtain the required licenses or approvals,
or cancellation, suspension, or revocation of any of the licenses, approvals and registrations may result in the interruption
46of our operations and may have a material adverse effect on our business. For further details on the licenses obtained by
us and licenses for which renewal and other applications have been made, please see the chapter titled “Government and
Other Statutory Approvals” beginning on page 216 of this Red Herring Prospectus.
43. We may be unable to comply with changes in environmental, health and safety, labour laws and other applicable
regulations.
We are subject to various laws and regulations in relation to environmental protection, such as the Water Act, Air Act, as
well as environmental laws and regulations, health and safety laws, and labour laws. These laws and regulations impose
controls on air and water discharge, noise levels, storage handling, employee exposure to hazardous substances and other
aspects of our manufacturing operations. We are also subject to the laws and regulations governing employees, including
in relation to minimum wage and maximum working hours, overtime, working conditions, hiring and termination of
employees, contract labour and work permits. For details on such regulations and policies applicable to our business, see
“Key Regulations and Policies” on page 121 of this Red Herring Prospectus. Laws and regulations may limit the amount
of hazardous and pollutant discharge that our manufacturing facility may release into the air, soil and water. The discharge
of materials that are chemical in nature or of other hazardous substances into the air, soil or water beyond these limits
may cause us to be liable to regulatory bodies or third parties. Any of the foregoing could subject us to litigation, which
could increase contingent costs, require considerable attention from the management, and adversely affect our reputation
in the event we were found liable. Additionally, the government or the relevant regulatory bodies may require us to shut
down our manufacturing plants, which in turn could lead to product shortages that delay or prevent us from fulfilling our
obligations to customers. Furthermore, in the event our manufacturing activities are shut down or suspended, we may
continue to incur costs including those incurred to comply with regulations, appeal regulatory decisions, and compensate
our workforce.
44. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could
adversely affect our financial condition, results of operations and reputation.
Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and cause
serious harm to our reputation. There can be no assurance that we will be able to detect or deter such misconduct.
Moreover, the precautions we take to prevent and detect such activity may not be effective in all cases. Our employees
and agents may also commit errors that could subject us to claims and proceedings for alleged negligence, as well as
regulatory actions on account of which our business, financial condition, results of operations and goodwill could be
adversely affected.
45. We have not commissioned an industry report for the disclosures made in the chapter titled “Industry Overview” and
made disclosures on the basis of the data available on the internet and such data has not been independently verified
by us.
We have neither commissioned an industry report, nor sought consent from the quoted website source for the disclosures
which need to be made in the chapter titled “Industry Overview” of this Red Herring Prospectus. We have made
disclosures in the said chapter on the basis of the relevant industry related data available online for which relevant consents
have not been obtained. We have not independently verified such data. Further, the industry data mentioned in this Red
Herring Prospectus or sources from which the data has been collected are not recommendations to invest in our Company.
Accordingly, investors should read the industry related disclosure in this Red Herring Prospectus in this context.
46. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working
capital requirements, capital expenditures and restrictive covenants in our financing arrangements.
Our Company has not declared any dividends on the Equity Shares during the last three Financial Years ended March 31,
2023, March 31, 2024 and March 31, 2025, and for the period from April 1, 2025 to until the date of this Red Herring
Prospectus. The past trend in relation to our payment of dividends, if any, is not necessarily indicative of future trends in
declaration of dividend by our Company or our Company’s dividend policy, and there is no guarantee that any dividends
will be declared or paid in the future.
47RISKS RELATING TO THE EQUITY SHARES AND THE ISSUE
47. Any future issuance of Equity Shares may dilute your shareholding and sale of our Equity Shares by our Promoter or
other major shareholders may adversely affect the trading price of the Equity Shares.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by us, including
through exercise of employee stock options may dilute your shareholding in our Company, may lead to the dilution of
investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by our
Promoters or other significant shareholders may adversely affect the trading price of the Equity Shares, which may lead
to other adverse consequences for us including difficulty in raising debt or equity financing. In addition, any perception
by investors that such issuances or sales might occur may also affect the trading price of our Equity Shares. We cannot
assure you that we will not offer Equity Shares or that our shareholders will not dispose of, pledge or encumber their
Equity Shares in the future.
48. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price and
volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the
Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market for the
Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The Issue Price of the
Equity Shares is proposed to be determined through a book-building process and may not be indicative of the market
price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The
market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations
in operating results of our Company, market conditions specific to the industry we operate in, developments relating to
India, volatility in securities markets in jurisdictions other than India, variations in the growth rate of financial indicators,
variations in revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory
factors.
49. 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, transfer 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.
50. Investors can be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, capital gains arising from the sale of equity shares within 12 months in an Indian company
are classified as short-term capital gains and generally taxable. Any gain realized on the sale of listed equity shares on a
stock exchange that are held for more than 12 months is considered as long-term capital gains and is taxable at 12.5%, in
excess of 1,25,000. Any long-term gain realized on the sale of equity shares, which are sold other than on a recognized
stock exchange and on which no STT has been paid, is also subject to tax in India. Capital gains arising from the sale of
equity shares are exempt from taxation in India where an exemption from taxation in India is provided under a treaty
between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to
impose tax on capital gains. As a result, residents of other countries may be liable to pay tax in India as well as in their
own jurisdiction on a gain on the sale of equity shares.
51. The ability of Indian companies to raise foreign capital may be constrained by Indian law.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies, including those
specified under FEMA. Such regulatory restrictions limit our financing sources and hence could constrain our ability to
obtain financing on competitive terms. In addition, we cannot assure you that any required approvals for borrowing in
foreign currency will be granted to us without onerous conditions, or at all. Such, and other, limitations on raising foreign
capital may adversely affect our business growth, results of operations, and financial condition.
48EXTERNAL RISK FACTORS
52. Changes in government regulations or their implementation could disrupt our operations and adversely affect our
business and results of operations.
Our business and industry is 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.
53. Global economic, political and social conditions may harm our ability to do business, increase our costs and negatively
affect our stock price.
Global economic and political factors that are beyond our control, influence forecasts and directly affect performance.
These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation,
deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in commodities markets, consumer
debt levels, unemployment trends and other matters that influence consumer confidence, spending and tourism. Increasing
volatility in financial markets may cause these factors to change with a greater degree of frequency and magnitude, which
may negatively affect our stock prices.
54. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely
affect the financial markets and our business.
Terrorist attacks and other acts of violence or war may negatively affect the Indian markets on which our Equity Shares
will trade and also adversely affect the worldwide financial markets. These acts may also result in a loss of business
confidence, impede travel and other services and ultimately adversely affect our business. In addition, any deterioration
in relations between India and neighboring countries might result in investor concern about stability in the region, which
could adversely affect the price of our Equity Shares. India has also witnessed civil disturbances in recent years and it is
possible that future civil unrest as well as other adverse social, economic and political events in India could have a
negative impact on the value of share prices generally as well as the price of our Equity Shares. Such incidents could also
create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse
impact on our business and the price of our Equity Shares.
55. A decline in economic growth or political instability nationally or internationally or changes in the Government in
India could adversely affect our business.
Our performance and the growth of our business are necessarily dependent on the health and performance of the overall
Indian economy. In the recent past, Indian economy has been affected by global economic uncertainties and liquidity
crisis, domestic policy and political environment, volatility in interest rates, currency exchange rates, commodity and
electricity prices, adverse conditions affecting agriculture, rising inflation rates and various other factors. Risk
management initiatives by banks and lenders in such circumstances could affect the availability of funds in the future or
the withdrawal of our existing credit facilities. The Indian economy is undergoing many changes and it is difficult to
predict the impact of certain fundamental economic changes on our business. Conditions outside India, such as a
slowdown or recession in the economic growth of other major countries, especially the United States, have an impact on
the growth of the Indian economy. Additionally, an increase in trade deficit, a downgrading in India’s sovereign debt
rating or a decline in India’s foreign exchange reserves could negatively affect interest rates and liquidity, which could
adversely affect the Indian economy and our business. Any downturn in the macroeconomic environment in India could
adversely affect our business, financial condition, results of operation and the trading price of our Equity Shares.
Volatility, negativity, or uncertain economic conditions could undermine the business confidence and could have a
significant impact on our results of operations. Changing demand patterns from economic volatility and uncertainty could
have a significant negative impact on our results of operations.
Further, our performance and the market price and liquidity of the Equity Shares may be affected by changes in exchange
rates and controls, interest rates, government policies, taxation, social and ethnic instability and other political and
economic developments affecting India. The GoI has traditionally exercised and continues to exercise a significant
influence over many aspects of the economy. Our business, the market price and liquidity of the Equity Shares may be
affected by changes in GoI policy, taxation, social and civil unrest and other political, economic or other developments
in or affecting India.
4956. We are subject to regulatory, economic, social and political uncertainties and other factors beyond our control.
We are incorporated in and our operations are in India. As a result, we are highly dependent on prevailing economic
conditions in India and our results of operations are significantly affected by factors influencing the Indian economy.
Factors that may adversely affect the Indian economy, and hence our results of operations, may include: political
instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various
neighboring countries;
• occurrence of natural or man-made disasters;
• any increase in Indian interest rates or inflation;
• any exchange rate fluctuations;
• any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India
and scarcity of financing for our expansions;
• changes in India’s tax, trade, fiscal or monetary policies;
• prevailing regional conditions,
• any downgrading of India’s debt rating by a domestic or international rating agency;
• financial instability in financial markets; and
• Other significant regulatory or economic developments in or affecting India.
In addition, any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy,
could adversely affect our business, results of operations and financial condition and the price of the Equity Shares.
57. If there is any change in tax laws or regulations, or their interpretation, such changes may significantly affect our
financial statements for the current and future years, which may have a material adverse effect on our financial
position, business and results of operations.
Having our business operations in multiple jurisdictions, we are subject to varying central and state tax regimes. The
applicable categories of taxes and tax rates also vary significantly from jurisdiction to jurisdiction, which may be amended
from time to time. The final determination of our tax liabilities involves the interpretation of local tax laws and related
regulations in each country as well as the significant use of estimates and assumptions regarding the scope of future
operations and results achieved and the timing and nature of income earned, and expenditure incurred. Our business and
financial performance may be adversely affected by unfavorable changes in or interpretations of existing, or the
promulgation of new laws, rules and regulations applicable to us and our business or the regulator enforcing them in any
one of those countries may adversely affect our results of operations.
To the extent that we are entitled to certain tax benefits in India which are available for a limited period of time, our
profitability will be affected if such benefits will no longer be available, or are reduced or withdrawn prematurely or if
we are subject to any dispute with the tax authorities in relation to these benefits or in the event we are unable to comply
with the conditions required to be complied with in order to avail ourselves of each of these benefits. Please see “Statement
of Special Tax Benefits” on page 98 of this Red Herring Prospectus for details in relation to possible tax benefits available
to our Company. In the event that any adverse development in the law or the manner of its implementation affects our
ability to benefit from these tax incentives, our business, results of operations, financial condition and prospects may be
adversely affected.
Changes in the operating environment, including changes in tax law, could impact the determination of our tax liabilities
for any given tax year. Taxes and other levies imposed by the Government of India that affect our industry include income
tax, goods and services tax and other taxes, duties or surcharges introduced from time to time. The tax scheme in India is
extensive and subject to change from time to time and any adverse changes in any of the taxes levied by the Government
of India may adversely affect our competitive position and profitability. We cannot assure you that the Government of
India may not implement new regulations and policies which will require us to obtain approvals and licenses from the
Government of India and other regulatory bodies or impose onerous requirements and conditions on our operations. Any
such changes and the related uncertainties with respect to the applicability, interpretation and implementation of any
amendment to, or change to governing laws, regulation or policy in the countries in which we operate may materially and
adversely affect our business, results of operations and financial condition. In addition, we may have to incur expenditure
to comply with the requirements of any new regulations, which may also materially harm our results of operations. We
are also subject to these risks in all our overseas operations depending on each specific country. Any unfavorable changes
to the laws and regulations applicable to us could also subject us to additional liabilities. As a result, any such changes or
interpretations may adversely affect our business, financial condition and financial performance. Further, changes in
capital gains tax or tax on capital market transactions or sale of shares may affect investor returns.
5058. Any adverse change in India's credit rating by an international rating agency could materially adversely affect our
business and profitability.
Any adverse change in India’s credit ratings by international rating agencies may adversely impact the Indian economy
and consequently our ability to raise additional financing, and the interest rates and other commercial terms at which such
additional financing is available. This could have an adverse effect on our business and financial performance, ability to
obtain financing for capital expenditures and the price of the Equity Shares.
59. Inflation in India could have an adverse effect on our profitability and if significant, on our financial condition.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of transportation, wages, raw materials and other expenses
relevant to our business. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or
control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to pass on to
our customers, whether entirely or in part, and may adversely affect our business, cash flows and financial condition. In
particular, we might not be able to reduce our costs or increase the amount of commission to pass the increase in costs on
to our customers. In such case, our business, results of operations, cash flows and financial condition may be adversely
affected. Further, the Government of India has previously initiated economic measures to combat high inflation rates, and
it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not
worsen in the future.
60. Instability in financial markets could materially and adversely affect our results of operations and financial condition.
The Indian economy and financial markets are significantly influenced by worldwide economic, financial and market
conditions. Any financial turmoil, especially in the United States of America or Europe, may have a negative impact on
the Indian economy. Although economic conditions differ in each country, investor’s reactions to any significant
developments in one country can have adverse effects on the financial and market conditions another country. A loss in
investor confidence in the financial systems, particularly in other emerging markets, may cause increased volatility in
Indian financial markets.
The global financial turmoil, an outcome of the sub-prime mortgage crisis which originated in the United States of
America, led to a loss of investor confidence in worldwide financial markets. Indian financial markets have also
experienced the contagion effect of the global financial turmoil, evident from the sharp decline in NIFTY, NSE
benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy and us, thereby
resulting in a material and adverse effect on our business, operations, financial condition, profitability and price of our
Equity Shares.
51SECTION IV: INTRODUCTION
THE ISSUE
The present Issue of upto 42,00,000 Equity Shares in terms of Red Herring Prospectus has been authorized pursuant to a
resolution of our Board of Directors held on January 21, 2025 and by special resolution passed under Section 62(1)(c) of
the Companies Act, 2013, at the Extraordinary General Meeting of the members held on January 22, 2025.
The following is the summary of the Issue:
PRESENT ISSUE IN TERMS OF THIS RED HERRING PROSPECTUS
Equity Shares Offered through Fresh Issue(1)(2) Upto 42,00,000 Equity Shares aggregating upto ₹ [•] lakhs.
Out of which:
Issue Reserved for the Market Maker Upto 2,16,000 Equity Shares aggregating upto ₹ [●] Lakhs.
Net Issue to the Public Upto 39,84,000 Equity Shares aggregating upto ₹ [●] Lakhs.
Out of which*
Not more than 19,92,000 Equity Shares aggregating upto ₹ [●]
A. QIB Portion(4) (5)
lakhs
Of which
i. Anchor Investor Portion Upto11,95,200 Equity Shares aggregating upto ₹ [●] lakhs
ii. Net QIB Portion (assuming Anchor Investor
Upto 7,96,800 Equity Shares aggregating upto ₹ [●] lakhs
Portion is fully subscribed)
Of which
(a) Available for allocation to Mutual Funds only (5%
Upto 40,800 Equity Shares aggregating upto ₹ [●] lakhs
of the QIB Portion)
(b) Balance of QIB Portion for all QIBs including
Upto 7,56,000 Equity Shares aggregating upto ₹ [●] lakhs
Mutual Funds
Not less than 5,97,600 Equity Shares aggregating upto ₹ [●]
B. Non-Institutional Portion
lakhs
C. Individuals Investors (who applies for minimum Not less than 13,94,400 Equity Shares aggregating upto ₹ [●]
application size) lakhs
Pre and Post – Issue Equity Shares
Equity Shares outstanding prior to the Issue 1,00,10,000 Equity Shares of face value of ₹10 each
Equity Shares outstanding after the Issue Upto 1,42,10,000 Equity Shares of face value ₹10 each
Please see the chapter titled “Objects of the Issue” on page 81
Use of Net Proceeds by our Company
of this Red Herring Prospectus.
* Subject to finalization of the Basis of Allotment. Number of shares may need to be adjusted for lot size upon
determination of issue price.
Notes:
1) The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to
time. This Issue is being made by our company in terms of [Regulation 229(2)] of SEBI ICDR Regulations read
with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post – issue paid up equity share capital of our
company are being offered to the public for subscription.
2) The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on January
21, 2025 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 January 22, 2025
3) In the event of over-subscription, allotment shall be made on a proportionate basis, subject to valid Bids received
at or above the Issue Price. Allocation to investors in all categories, except the Retail Portion, shall be made on a
proportionate basis subject to valid bids received at or above the Issue Price.
4) The SEBI ICDR Regulations permit the issue of securities to the public through the Book Building Process, which
states that, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation on a proportionate
basis to Individual Bidders (who applies for minimum application size) and not more than 50% of the Net Issue
shall be allotted on a proportionate basis to QIBs, subject to valid Bids being received at or above the Issue Price.
5) Subject to valid Bids being received at or above the Issue 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 in consultation with the Book Running Lead Manager and the Stock
Exchange, subject to applicable laws.
52For details, including grounds for rejection of Bids, refer to “Issue Structure” and “Issue Procedure” on page 245
and 249, respectively. For details of the terms of the Issue, see “Terms of the Issue” on page 236.
53SUMMARY OF FINANCIAL INFORMATION
ANNEXURE I - RESTATED FINANCIAL STATEMENT OF ASSETS AND LIABILITIES
(₹ in Lakhs)
Consolidated as
As at March As at March
Particulars Note No at March 31,
31, 2024 31, 2023
2025
EQUITY AND LIABILITIES
Shareholder's Fund
Equity share capital 2 1,001.00 1.00 1.00
Reserves and Surplus 3 1,113.29 1,352.74 1,034.74
Total Equity 2,114.29 1,353.74 1,035.74
Non-Current Liabilities
Long term Provisions 4 46.60 30.27 24.26
Long term Borrowings 5 982.90 109.80 39.94
Total Non-Current Liabilities 1,029.50 140.08 64.21
Current Liabilities
Short term Borrowings 6 1,236.44 396.08 180.69
Trade Payables
Dues of Micro enterprises and Small enterprises 7 153.71 114.79 320.54
Dues of Others 7 1,623.05 849.10 870.89
Other Current Liabilities 8 270.53 121.38 155.47
Short-term Provisions 9 462.75 220.97 90.60
Total Current Liabilities 3,746.49 1,702.33 1,618.20
Total Equity and Liabilities 6,890.28 3,196.14 2,718.14
ASSETS
Non-Current Assets
Property, Plant & Equipment 10 912.14 234.14 183.23
Intangible Assets 10 0.16 0.16 0.16
Capital work-in-progress 11 228.95 - -
Goodwill on Consolidation 12 60.03 - -
Other non-current assets 13 10.00 - -
Deferred tax Assets (Net) 14 123.53 44.25 36.99
Total Non-Current Assets 1,334.81 278.55 220.38
Current Assets
Inventories 15 2,963.52 1,068.73 766.72
Trade Receivables 16 2,181.03 1,576.70 1,372.15
Cash and Cash Equivalents 17 188.20 94.32 127.96
Short-term Loans and Advances 18 170.77 171.97 222.79
Other Current Assets 19 51.94 5.87 8.15
Total Current Assets 5,555.47 2,917.60 2,497.77
Total Assets 6,890.28 3,196.14 2,718.14
For M/s Jagdish & Harish For and behalf of our Board of Director
Chartered Accountants B.D. Industries (Pune) Limited
Firm Registration No. – 120028W CIN – U25203MH2010PLC202092
Sd/- Sd/- Sd/-
Harish D Shetty Dalbirpal Hemraj Saini Sanjay Devidas patil
Partner Managing Director Whole Time Director
Membership No. – 108210 DIN – 01505619 DIN - 10911385
Place – Mumbai Place – Mumbai Place - Mumbai
Date – June 20, 2025 Date – June 20, 2025 Date – June 20, 2025
54Sd/- Sd/-
Pranshu Garg Prerana Bhargav Gor
Chief Financial Officer Company Secretary
PAN – BBOPG7617R PAN – AFKTP5862Q
Place – Mumbai Place - Mumbai
Date – June 20, 2025 Date – June 20, 2025
55ANNEXURE II - RESTATED FINANCIAL STATEMENT OF PROFIT AND LOSS
(₹ in Lakhs)
Note For the period For the period For the period
Particulars No ended March 31, ended March ended March 31,
2025 31, 2024 2023
INCOME
Revenue from Operations 20 8,237.85 5,425.02 5,461.30
Other Income 21 175.43 108.13 48.59
Total Income 8,413.28 5,533.15 5,509.89
EXPENSES
Purchase of Stock in trade/Traded goods 22 5,044.56 3,663.48 4,046.10
Change in Inventories 23 (741.23) (302.02) (277.66)
Employee Benefit Expenses 24 702.74 412.62 374.98
Finance Costs 25 249.85 83.99 67.63
Depreciation & Amortization Expenses 26 190.74 54.15 51.66
Other Expenses 27 1,848.95 1,180.12 1,045.07
Total Expenses 7,295.61 5,092.34 5,307.78
Profit/(Loss) before exceptional and
extraordinary items 1,117.67 440.81 202.11
Exceptional items - - -
Extraordinary items - - -
Profit/(Loss) Before Tax 1,117.67 440.81 202.11
Current Tax 308.31 130.08 51.03
Short/Excess Income Tax 22.77 - -
Deferred Tax 14 (28.24) (7.27) 1.86
Total tax 302.84 122.81 52.89
Profit/(Loss) After Tax 814.83 318.00 149.22
Pre-Acquisition Profit / Loss (54.28) - -
Net Profit Transferred to Reserves 760.54 318.00 149.22
Earnings per share (Face value-10) *
Basic 34 7.60 3,180.03 1,492.16
Diluted 7.60 3,180.03 1,492.16
Restated Earnings per share (Face value-
10) **
Basic 7.60 3.18 1.49
Diluted 7.60 3.18 1.49
* Based on actual no of outstanding shares.
** Based on weightage average no of shares.
For M/s Jagdish & Harish For and behalf of our Board of Director
Chartered Accountants B.D. Industries (Pune) Limited
Firm Registration No. – 120028W CIN – U25203MH2010PLC202092
Sd/- Sd/- Sd/-
Harish D Shetty Dalbirpal Hemraj Saini Sanjay Devidas patil
Partner Managing Director Whole Time Director
Membership No. – 108210 DIN – 01505619 DIN - 10911385
56Place – Mumbai Place – Mumbai Place - Mumbai
Date – June 20, 2025 Date – June 20, 2025 Date – June 20, 2025
Sd/- Sd/-
Pranshu Garg Prerana Bhargav Gor
Chief Financial Officer Company Secretary
PAN – BBOPG7617R PAN – AFKTP5862Q
Place – Mumbai Place - Mumbai
Date – June 20, 2025 Date – June 20, 2025
57ANNEXURE III- RESTATED CASH FLOW STATEMENT
(₹ in Lakhs)
Consolidated as
As at March 31, As at March 31,
Particulars at March 31,
2024 2023
2025
CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) before tax 1,117.67 440.81 202.11
Adjustments
Add: Depreciation 190.74 54.15 51.66
Add: Sundry Balances Written Back (166.64) (98.89) (40.92)
Add: Finance Cost 249.85 83.99 67.63
Less: Sundry Balances Written off 22.49 6.69 8.39
Less: (Gain) / Loss on Sale of Investment - - (1.58)
Less: Interest Income (8.78) (4.13) (5.73)
Operating profit before working capital changes 1,405.33 482.62 281.56
Increase/ (Decrease) in Trade payables 76.70 (128.68) 129.60
Increase/ (Decrease) in Short -term provisions (255.52) 0.30 0.17
Increase/ (Decrease) in Long term provisions 16.33 6.01 4.29
Increase/ (Decrease) in Other Current liability 78.08 (34.10) (3.83)
(Increase)/ Decrease in Inventory (741.23) (302.02) (277.66)
(Increase)/ Decrease in Trade Receivables 223.46 (211.24) (183.93)
(Increase)/ Decrease in Short Term Loans and
advances 254.92 96.89 2.74
(Increase)/ Decrease in Other Non Current Asset (10.00) - -
(Increase)/ Decrease in Current Assets (19.26) 2.28 0.37
Cash flow from operations 1,028.80 (87.94) (46.69)
Less: Tax paid/(refund) Net during the period / year 19.26 46.07 19.44
Net Cash Flow from Operating Activities 1,009.55 (134.01) (66.13)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (Net of
Capital WIP) ( 1 8 5 . 8 2 ) ( 1 0 5 . 0 2 ) ( 3 6 . 2 0 )
Sale of Property, Plant and Equipment - - -
Proceeds from sale of Mutual Fund - - 51.81
Purchase of Mutual Fund - - -
Interest Income 8.78 4.13 5.73
Acquisition of Equity Shares (665.29) - -
Net Cash Flow from Investing Activities (842.33) (100.89) 21.34
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings - 69.86 -
Repayment of long-term borrowings (100.39) - (30.89)
Proceeds from short-term borrowings 196.99 215.39 -
Repayment of short-term borrowings - - (15.93)
Finance Cost (249.85) (83.99) (67.63)
Net Cash Flow from Financing Activities (153.26) 201.26 (114.46)
Net change in Cash and Cash Equivalents
13.97 (33.64) (159.24)
(I+II+III)
Reconciliation of Cash and Cash Equivalents (IV)
Cash and Cash Equivalents at the beginning of the year 174.24 127.96 287.21
Cash and Cash Equivalents at the end of the year 188.20 94.32 127.96
58Consolidated as
As at March 31, As at March 31,
Particulars at March 31,
2024 2023
2025
Components of Cash and Cash Equivalents
Cash In Hand 25.91 10.42 12.51
Balances with banks:
- Current accounts 5.82 1.05 0.78
- Bank deposits with maturity of less than 3 months 156.48 82.85 114.67
Cash and Cash Equivalents at the end of the year 188.20 94.32 127.96
For M/s Jagdish & Harish For and behalf of our Board of Director
Chartered Accountants B.D. Industries (Pune) Limited
Firm Registration No. – 120028W CIN – U25203MH2010PLC202092
Sd/- Sd/- Sd/-
Harish D Shetty Dalbirpal Hemraj Saini Sanjay Devidas patil
Partner Managing Director Whole Time Director
Membership No. – 108210 DIN – 01505619 DIN - 10911385
Place – Mumbai Place – Mumbai Place - Mumbai
Date – June 20, 2025 Date – June 20, 2025 Date – June 20, 2025
Sd/- Sd/-
Pranshu Garg Prerana Bhargav Gor
Chief Financial Officer Company Secretary
PAN – BBOPG7617R PAN – AFKTP5862Q
Place – Mumbai Place - Mumbai
Date – June 20, 2025 Date – June 20, 2025
The Restated Financial Information referred to above is presented under the section titled “Financial Information”
beginning on Page No. 159 of this Red Herring Prospectus. The summary of financial information presented below should
be read in conjunction with the Restated Financial Information, the notes thereto and the chapters titled “Financial
Information” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” beginning
on Page Nos. 159 and 191, respectively of this Red Herring Prospectus.
59GENERAL INFORMATION
B. D. Industries (Pune) Limited was originally incorporated as “B. D. Industries (Pune) Private Limited” on April 16,
2010 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Mumbai with CIN
U25203MH2010PTC202092. Further, our Company was converted into Public Limited Company pursuant to special
resolution passed by the shareholders of our Company in their meeting held on December 10, 2024 and the name of our
Company was changed to “B. D. Industries (Pune) Limited” and a Fresh Certificate of Incorporation consequent upon
conversion of Company to Public Limited dated December 24, 2024 was issued by Central Processing Centre bearing
CIN: U25203MH2010PLC202092. For further details, please refer the chapter “History and Certain Corporate Matters”
on page no. 129 of this Red Herring Prospectus.
Registered Office of our Company
B. D. Industries (Pune) Limited
15th Flr, 1501-B, Universal Majestic, PL Lokhande Marg,
G M Link Road, Nr R B K International School, Mumbai City,
Govandi West Mumbai, Maharashtra, India, 400043
Tel No.: 022-6249-0801
Email ID: cs@bdi-group.org
Website: www.bdi-group.org
CIN: U25203MH2010PLC202092
Registrar of Companies
Our Company is registered with the Registrar of Companies, Mumbai at Maharashtra situated at the following address:
Address: 100, Everest, Marine Drive, Mumbai 400 002.
Tel No: +91- 22- 2281 2627 / 2202 0295/ 2284 6954
Website: www.mca.gov.in
Email: roc.mumbai@mca.gov.in
Board of Directors of our Company
Set forth below are the details of our Board of Directors as on the date of this Red Herring Prospectus.
Sr.
Name Designation DIN Address
No.
24th Floor, B-2401, Trump Tower, The Park,
Dalbirpal Managing Director and
1. 01505619 Pandurang Budkar Marg, Worli, Mumbai-400018,
Saini Chairman
Maharashtra, India.
A-204, Panchshill Apartment, Andheri Kurla Road,
2 Sanjay Patil Whole Time Director 10911385 Near Divine Child School, Andheri East, Mumbai,
Chakala MIDC, Maharashtra - 400093
23rd Floor, B-2301, Trump Tower, The Park,
3 Arti Saini Non-Executive Director 02584878 Pandurang Budkar Marg, Worli, Mumbai-400018,
Maharashtra, India.
B3, 119/120, Dharam Kutir, Rajawadi CHS,
4 Akshay Saini Non-Executive Director 02825814
Chitranjan Nagar, Ghatkopar East, Mumbai - 400077
B3, 119/120, Dharam Kutir, Rajawadi CHS,
5 Rahul Saini Non-Executive Director 07846846
Chitranjan Nagar, Ghatkopar East, Mumbai - 400077
Windsor Grande Residences D-1302, New Link
Vijay Non-Executive
6 00019510 Road, Lokhandwala Complex, Goregaon West,
Kalantri Independent Director
Mumbai - 400102
Laxmidas Non-Executive Ramkrupa Tower, Blk. No. 92, Parekh Street, Opp.
7 00007722
Merchant Independent Director Harikishan Hospital, Girgaon, Mumbai-400004
Sanjay Non-Executive Damani House, 11, Cuffe Parade, Colaba, Mumbai –
8 03078104
Damani Independent Director 400 005
60For detailed profile of our Directors, please refer to the chapter titled “Our Management” on page 135 of the Red Herring
Prospectus.
Chief Financial Officer
Pranshu Garg
Chief Financial Officer
15th Flr1501-B, Universal Majestic, PL Lokhande Marg,
G M Link Road, Nr R B K International School, Mumbai City,
Govandi West Mumbai, Maharashtra, India, 400043
Telephone: 022-6249-0801
E-mail: cs@bdi-group.org
Website: www.bdi-group.org
Company Secretary and Compliance Officer
Prerana Bhargav Gor
Company Secretary and Compliance Officer
15th Flr1501-B, Universal Majestic, PL Lokhande Marg,
G M Link Road, Nr R B K International School, Mumbai City,
Govandi West Mumbai, Maharashtra, India, 400043
Telephone: 022-6249-0801
E-mail: cs@bdi-group.org
Website: www.bdi-group.org
Investor grievances
Investors can contact the Company Secretary and Compliance Officer, the Book Running Lead Manager or the Registrar
to the Issue in case of any pre- Issue or post- Issue related grievances, such as non-receipt of letters of Allotment, non-
credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds
by electronic mode, etc.
All Issue related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Issue with a
copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted. The Bidder
should give full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of Equity
Shares applied for, the name and address of the Designated Intermediary(ies) where the Bid cum Application Form was
submitted by the Bidder and ASBA Account number (for Bidders other than UPI Bidders using the UPI Mechanism) in
which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of UPI Bidders using the UPI
Mechanism. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediary(ies) in addition to the information mentioned hereinabove. All
grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy
to the Registrar to the Issue. The Registrar to the Issue shall obtain the required information from the SCSBs for
addressing any clarifications or grievances of ASBA Bidders.
All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchange with a
copy to the Registrar to the Issue. The Registrar to the Issue shall obtain the required information from the SCSBs for
addressing any clarifications or grievances of ASBA Bidders.
All Issue-related grievances of the Anchor Investors may be addressed to the Registrar to the Issue giving full details such
as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Anchor Investor Application Form and the name and address of the Book Running Lead
Manager where the Anchor Investor Application Form was submitted by the Anchor Investor.
61Details of Key Intermediaries pertaining to this Issue of our Company:
Book Running Lead Manager
ARYAMAN FINANCIAL SERVICES LIMITED
60, Khatau Building, Ground Floor
Alkesh Dinesh Modi Marg
Opp. P. J. Towers (BSE Building),
Fort, Mumbai – 400 001
Tel No.: +91 – 22 – 6216 6999
Email: ipo@afsl.co.in
For Investor Grievances: feedback@afsl.co.in
Website: www.afsl.co.in
Contact Person: Deepak Biyani/Vatsal Ganatra
SEBI Registration No.: INM000011344
Registrar to the Issue
CAMEO CORPORATE SERVICES LIMITED
Subramanian Building, No. 1, Club House Road,
Chennai – 600 002.
Tel.: +91 - 44 – 40020700 (5 Lines)
E-mail: priya@cameoindia.com
Investor Grievance Email: investor@cameodina.com
Website: www.cameoindia.com
Contact Person: K. Sreepriya
SEBI Registration. No.: INR000003753
Legal Advisor to the Issue
M/S. ABDUS SAMEE ABDUL QADIR MANIYAR (A. A. MANIYAR) (ADVOCATE)
Office No. 2-A, Ground Floor, Ali Chambers, Tamarind Street,
Fort, Mumbai 400 001
Tel No.: +91 – 79 –26447527
Contact Person: +91 – 22 - 2265 5505
Email: advaamaniyar@gmail.com
Statutory Auditor of our Company
M/s. Jagdish & Harish, Chartered Accountants
401, 402, Shree Herambh CHS
Mahatma Phule Rd, Mulund East
Mumbai, Maharashtra, 400072 India
Tel: 022 2163 6929/9820270526
Email: harishshetty90@gmail.com
Contact Person: Harish D. Shetty
Membership No.: 108210
Firm Registration No.: 120028W
Peer Review No.: 018482
Changes in Auditors during the last three years
Except as disclosed below, there has been no change in the statutory auditors during the three years immediately preceding
the date of this Red Herring Prospectus:
Reason for
Date From To
Change
September 30, M/s. Shankar & Kishor, M/s. Jagdish & Harish, Chartered Expiry of Tenure
2024 Chartered Accountants Accountants of two
62Reason for
Date From To
Change
501, 5th Floor, T Square 401, 402, Shree Herambh CHS Consecutive terms
Saki Vihar Road, Powai, Opp Mahatma Phule Rd, Mulund East of 5 Years
Chandivali Petrol Pump Mumbai, Maharashtra, 400072 India
Mumbai, Maharashtra, 400072 India Tel: 022 2163 6929/9820270526
Tel: 022-28588822/33/44 Email: harishshetty90@gmail.com
Email: Contact Person: Harish D. Shetty
cashankarkishor@gmail.com Membership No.: 108210
Contact Person: Shankar B. Shetty Firm Registration No.: 120028W
Membership No.: 38139 Peer Review No.: 018482
Firm Registration No.: 112451W
Peer Review No.: 015025
Banker to our Company
HDFC Bank Limited
Shop No. 1 & 2 Ground Floor, Bhaveshwar Bldg No. 3,
Bhaveshwar Lane, Ghatkopar East, Mumbai-400077, Maharashtra.
Tel: 02225011017
Email: Sachin.arbale@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Sachin Arbale
Banker to the Issue
AXIS BANK LIMITED
Address: Axis Bank Limited, Giriraj Height,
Vraj Bhoomi Complex Link Road, Kandivali West,
Mumbai-400067 Maharashtra, India.
Tel: 022 40867372
Email: kandivaliwestlinkroad.branchhead@axisbank.com
Website: www.axisbank.com
Contact Person: Shajeda Usmani
Refund Bank
AXIS BANK LIMITED
Address: Axis Bank Limited, Giriraj Height,
Vraj Bhoomi Complex Link Road, Kandivali West,
Mumbai-400067 Maharashtra India.
Tel: 022 40867372
Email: kandivaliwestlinkroad.branchhead@axisbank.com
Website: www.axisbank.com
Contact Person: Shajeda Usmani
Sponsor Bank
AXIS BANK LIMITED
Address: Axis Bank Limited, Giriraj Height,
Vraj Bhoomi Complex Link Road, Kandivali West,
Mumbai-400067 Maharashtra, India.
Tel: 022 40867372
Email: kandivaliwestlinkroad.branchhead@axisbank.com
Website: www.axisbank.com
Contact Person: Shajeda Usmani
63Syndicate Member
Aryaman Financial Services Limited
60, Khatau Building, Ground Floor,
Alkesh Dinesh Modi Marg, Fort,
Mumbai – 400 001
Maharashtra, India
Tel: +91 22 6216 6999
Email: ipo@afsl.co.in
Investor Grievance Email: feedback@afsl.co.in
Website: www.afsl.co.in
Contact Person: Vatsal Ganatra/Deepak Biyani
SEBI Registration No: INM000011344
Designated Intermediaries
Self-Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website of the
SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For
details on Designated Branches of SCSBs collecting the Application Forms, refer to the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Individual Investors Applying using the UPI Mechanism may
apply through the SCSBs and mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated
from time to time.
SCSBs enabled for UPI Mechanism
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Individual Investors Applying using the UPI Mechanism may
apply through the SCSBs and mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and updated from time to
time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI mechanism is
provided as ‘Annexure A’ for the SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, as
amended.
Registered Brokers
The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is
provided on the website of the Stock Exchange, at BSE Limited at https://www.bseindia.com/ as updated from time to
time.
Registrar and Share Transfer Agent
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the website of BSE Limited at https://www.bseindia.com/ as updated
from time to time.
Collecting Depository Participants
The list of the Collecting Depository Participants (CDPs) eligible to accept Application Forms at the Designated CDP
Locations, including details such as name and contact details, are provided at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 for NSDL CDPs and at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18 for CDSL 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.
64IPO Grading
Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 there is no requirement of
appointing an IPO Grading agency.
Credit Rating
As this is an Issue of Equity Shares, credit rating is not required.
Green Shoe Option
No Green Shoe Option is applicable for this Issue.
Brokers to the Issue
All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.
Debenture Trustees
As this is an Issue is of Equity Shares, the appointment of Debenture trustees is not required.
Monitoring Agency
As the Net Proceeds of the Issue will be less than ₹5,000 lakhs, under the SEBI ICDR Regulations, it is not required that
a monitoring agency be appointed by our Company.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Expert Opinion
Except as stated below, our Company has not obtained any expert opinions:
a) Our Company has received written consent from the Peer Reviewed Auditor namely, Jagdish & Harish,
Chartered Accountants to include their name as required under Section 26(1)(a)(v) of the Companies Act, 2013
in this Red Herring Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013 in
respect to their Report on Restated Financial Statements dated June 20, 2025 and Report on Statement of Tax
Benefits dated June 20, 2025 and issued by them, included in this Red Herring Prospectus and such consent has
not been withdrawn as on the date of this Red Herring Prospectus.
b) Our Company has received written consent dated June 20, 2025 from the Independent Chartered Engineer,
namely Mr. BM Advisory & Co (registration number: NG000009682), to include their name in this Red Herring
Prospectus and as an expert as defined under Section 2(38) of the Companies Act, 2013, to the extent and in
their capacity as a Independent Chartered Engineer, in relation to his Reports dated June 16, 2025 certifying the
capacity utilisation of our manufacturing facilities and other relevant information and such consent has not been
withdrawn as on the date of this Red Herring Prospectus.
STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES OF THE BRLM
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Offer. In this regard, our Company has appointed the BRLM to manage and procure this Issue. Aryaman Financial
Services Limited (AFSL) is the sole Book Running Lead Manager to the Issue.
The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running
Lead Manager:
S.
Activity Responsibility Coordinator
No.
Due diligence of the Company including its operations/management/business
plans/legal etc. Drafting and design of the Draft Red Herring Prospectus, Red
Herring Prospectus, Prospectus, abridged prospectus and application form.
1 BRLM AFSL
The BRLMs shall ensure compliance with stipulated requirements and
completion of prescribed formalities with the Stock Exchanges, RoC and
SEBI including finalisation of Prospectus and RoC filing.
65S.
Activity Responsibility Coordinator
No.
Capital structuring with the relative components and formalities such as type
2 BRLM AFSL
of instruments, size of issue, allocation between primary and secondary, etc.
3 Drafting and approval of all statutory advertisements BRLM AFSL
Drafting and approval of all publicity material other than statutory
4 advertisements, including corporate advertising, brochures, media BRLM AFSL
monitoring, etc. and filing of media compliance report, as applicable
Appointment of intermediaries, banker(s) to the issue, Sponsor Bank, etc.,
5 advertising agency, Registrar to the Issue, printer (including co-ordinating all BRLM AFSL
agreements to be entered with such parties)
6 Preparation of road show presentation and frequently asked questions BRLM AFSL
Domestic institutional marketing of the Issue, which will cover, inter alia:
• Marketing strategy and preparation of publicity budget;
7 BRLM AFSL
• Finalizing the list and division of investors for one-to-one meetings; and
• Finalizing domestic road show and investor meeting schedules
8 Conduct non-institutional marketing of the Issue BRLM AFSL
Conduct retail marketing of the Issue, which will cover, inter alia:
• Finalizing media, marketing and public relations strategy including list of
frequently asked questions at retail road shows;
9 • Follow-up on distribution of publicity and offer material including forms, BRLM AFSL
the Prospectus and deciding on the quantum of Issue material;
• Finalizing centers for holding conferences for brokers etc. and
• Finalizing collection centres
Managing the book and finalization of pricing in consultation with the
10 BRLM AFSL
Company
Post bidding activities including management of escrow accounts, coordinate
non-institutional allocation, coordination with Registrar to the Issue, SCSBs
and banks, intimation of allocation and dispatch of refund to Bidders, etc.
Post- Offer activities, which shall involve essential follow-up steps including
allocation to Anchor Investors, follow-up with Bankers to the Issue and
SCSBs to get quick estimates of collection and advising the issuer about the
closure of the Offer, based on correct figures, finalisation of the basis of
allotment or weeding out of multiple applications, coordination for unblock
of funds by SCSBs, finalization of trading, dealing and listing of instruments,
11 dispatch of certificates or demat credit and refunds and coordination with BRLM AFSL
various agencies connected with the post-issue activity such as Registrar to
the Issue, Bankers to the Issue, SCSBs including responsibility for
underwriting arrangements, as applicable.
Payment of the applicable securities transaction tax (“STT”) on sale of
unlisted equity shares by the Promoter Selling Shareholder under the Offer
for Sale to the Government and filing of the STT return by the prescribed due
date as per Chapter VII of Finance (No. 2) Act, 2004.
Co-ordination with SEBI and Stock Exchanges for submission of all post-
offer reports including final post-offer report to SEBI.
Filing
The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Issue Document
in terms of Regulation 246 (2) of SEBI ICDR Regulations. Pursuant to SEBI Master Circular, a copy of the Red Herring
Prospectus/ Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in . Further, a
copy of Red Herring Prospectus/ Prospectus, will also be filed with the SME Platform of BSE Limited, where the Equity
Shares are proposed to be listed.
A copy of the Red Herring Prospectus, along with the material contracts, documents and the Prospectus will also be filed
with the RoC under Section 26 and Section 32 of the Companies Act, 2013 and through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do .
66BOOK BUILDING PROCESS
Book Building, with reference to the Issue, 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 in consultation with the Book
Running Lead Manager in accordance with the Book Building Process and advertised in all edition of Business Standard
(a widely circulated English national daily newspaper), all edition of Business Standard (a widely circulated Hindi
national daily newspaper) and Mumbai edition of Lakshadeep (a widely circulated Marathi national daily newspaper,
Marathi being the regional language of Maharashtra where our registered office is located) at least two working days
prior to the Bid/Issue Opening date. The Issue Price shall be determined by our Company in consultation with the Book
Running Lead Manager in accordance with the Book Building Process after the Bid/Issue Closing Date. For further
details, please see section titled “Issue Procedure” on page 249.
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the Issue by
providing details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the
SCSBs and Sponsor Bank, as the case may be. The Individual Bidders shall participate through the ASBA process by
either (a) providing the details of their respective ASBA Account in which the corresponding Bid Amount will be blocked
by SCSBs; or (b) through the UPI Mechanism. Non-Institutional Investors with an application size of up to ₹ 0.50 million
shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with
Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents.
Anchor Investors are not permitted to participate in the Offer through the ASBA process. Pursuant to SEBI ICDR Master
Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) all individual bidders in initial
public offerings whose application sizes are up to ₹ 0.50 million shall use the UPI Mechanism.
In accordance with the SEBI ICDR Regulations, QIBs and NIBs 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. RIBs (subject to the Bid Amount
being up to ₹ 200,000) 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, while allocation to QIBs (other than Anchor Investors),
RIBs and NIBs will be on a proportionate basis.
For further details on the method and procedure for Bidding and book building procedure, please see the sections titled
“Terms of the Issue”, “Issue Structure” and “The Issue” on pages 236, 245 and 52, respectively.
The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to change from time
to time. Investors are advised to make their own judgment about an investment through this process prior to submitting a
Bid.
Bidders should note the Offer is also subject to: (i) obtaining final listing and trading approvals from the Stock Exchanges,
which our Company shall apply for after Allotment; and (ii) filing of the Prospectus with the RoC.
For an illustration of the Book Building process and the price discovery process, please see the section titled “Issue
Procedure” on page 249.
Each Bidder, by submitting a Bid in the Issue, will be deemed to have acknowledged the above restrictions and the terms
of the Issue.
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this
Issue. The Promoter Selling Shareholders has specifically confirmed that they will comply with the SEBI ICDR
Regulations and any other directions issued by SEBI, as applicable to the Promoter Selling Shareholders, in relation to
the Offered Shares. In this regard, our Company and the Promoter Selling Shareholders have appointed the BRLMs to
manage this Offer and procure Bids for this Issue.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the BRLM, reserves the right not to proceed with the Issue for any reason at any time
after the Bid / Issue Opening Date but before the Allotment. In such an event, our Company would issue a public notice
in the same newspapers, in which the Pre-Issue advertisements were published, within two days of the Bid / Issue Closing
Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue. Further, the
Stock Exchange shall be informed promptly in this regard by our Company and the BRLM, through the Registrar to the
Issue, shall notify the SCSBs and the Sponsor Bank(s) to unblock the bank accounts of the ASBA Bidders within one
Working Day from the date of receipt of such notification and also inform the Bankers to the Issue to process refunds to
the Anchor Investors, as the case may be. In the event of withdrawal of the Issue and subsequently decides to proceed
67with an Issue of the Equity Shares, our Company will have to file a fresh Draft Red Herring Prospectus with the stock
exchange where the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, this Issue is also subject to (i) obtaining 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 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.
UNDERWRITING AGREEMENT
The Company and the Book Running Lead Manager to the Issue hereby confirm that the Issue will be 100% Underwritten
by the Underwriters, Aryaman Financial Services Limited and Aryaman Capital Markets Limited
Pursuant to the terms of the Underwriting Agreement dated May 22, 2025 entered into by Company, Underwriters, the
obligations of the Underwriters are subject to certain conditions specified therein. The Details of the Underwriting
commitments are as under:
Amount % of the total
No. of shares
Underwritten Issue Size
Details of the Underwriters underwritten
(₹ in Lakhs) Underwritten
Aryaman Financial Services Limited
60, Khatau Building, Gr. Floor, Alkesh Dinesh
Modi Marg, Opp. P. J. Tower (BSE Bldg.), Fort,
39,84,000 [●] 94.86%
Mumbai – 400 001
Tel. No.: +91 – 22 – 6216 6999
Email: ipo@afsl.co.in
Aryaman Capital Markets Limited
60, Khatau Building, Gr. Floor, Alkesh Dinesh
Modi Marg, Opp. P. J. Tower (BSE Bldg.), Fort,
2,16,000 [●] 5.14%
Mumbai – 400 001
Tel. No.: +91 – 22 – 6216 6999
Email: aryacapm@gmail.com
Total 42,00,000 [●] 100.00%
In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resources of the above-
mentioned Underwriter is sufficient to enable it to discharge its underwriting obligation in full. The above-mentioned
Underwriter is registered with SEBI under Section 12(1) of the SEBI Act and registered as brokers with the Stock
Exchanges.
MARKET MAKER
Our Company has entered into a Market Making Agreement dated May 22, 2025 with the following Market Maker for
fulfilling the Market Making obligations under this Issue:
Details of Market Maker No of Shares % of Total Issue
Aryaman Capital Markets Limited 2,16,000 5.14%
Details of the Market Making Arrangement for this Issue
In accordance with Regulation 261 of the SEBI ICDR Regulations, we have entered into an agreement with the Book
Running Lead Manager and the Market Maker (duly registered with BSE to fulfill the obligations of Market Making)
dated May 22, 2025 to ensure compulsory Market Making for a minimum period of three years from the date of listing
of equity shares issued in this Issued.
Aryaman Capital Markets Limited, registered with SME Platform of BSE Limited will act as the Market Maker and has
agreed to receive or deliver of the specified securities in the market making process for a period of three years from the
date of listing of our Equity Shares or for a period as may be notified by any amendment to SEBI ICDR Regulations.
68The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations,
and its amendments from time to time and the circulars issued by Stock Exchange and SEBI in this matter from time to
time.
Following is a summary of the key details pertaining to the Market Making arrangement:
1. The Market Maker 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 exchange in advance for each and
every black out period when the quotes are not being offered by the Market Maker.
2. The minimum depth of the quote shall be ₹2,00,000. However, the investors with holdings of value less than
₹2,00,000 shall be allowed to Issue their holding to the Market Maker in that scrip provided that he sells his entire
holding in that scrip in one lot along with a declaration to the effect to the selling broker.
3. The Inventory Management and Buying/ Selling Quotations and its mechanism shall be as per the relevant circulars
issued by SEBI and SME Platform of BSE Limited from time to time.
4. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the quotes given
by him.
5. 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.
6. The shares of the Company will be traded in continuous trading session from the time and day the company gets
listed on SME Platform of BSE Limited and Market Maker will remain present as per the guidelines mentioned under
BSE and SEBI circulars.
7. 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 or 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.
8. The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall be
within 10% or as intimated by Exchange from time to time.
9. The Market Maker shall have the right to terminate the said arrangement by giving a one month notice or on mutually
acceptable terms to the Book Running Lead Manager, who shall then be responsible to appoint a replacement Market
Maker.
In case of termination of the above mentioned Market Making Agreement prior to the completion of the compulsory
Market Making period, it shall be the responsibility of the Lead Manager to arrange for another Market Maker in
replacement during the term of the notice period being served by the Market Maker but prior to the date of releasing
the existing Market Maker from its duties in order to ensure compliance with the requirements of regulation 261 of
the SEBI (ICDR) Regulations, 2018. Further the Company and the Book Running Lead Manager reserve the right to
appoint other Market Makers 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 five or as specified by the relevant laws
and regulations applicable at that particulars point of time.
10. Risk containment measures and monitoring for Market Maker: SME Platform of BSE Limited will have all
margins which are applicable on the Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss
Margin, Special Margins and Base Minimum Capital etc. BSE can impose any other margins as deemed necessary
from time-to-time.
11. Punitive Action in case of default by Market Maker: SME Platform of BSE Limited 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.
69The 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.
12. 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 upto ₹ 250 Crores, the applicable price bands for the first day shall be:
• In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be
5% of the equilibrium price.
• In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall
be 5% of the Issue price.
Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The price
band shall be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall be within 10%
or as intimated by Exchange from time to time.
13. The following spread will be applicable on the SME Exchange Platform:
Sr. No. Market Price Slab (in ₹) Proposed spread (in % to sale price)
1. Upto 50 9
2. 50 to 75 8
3. 75 to 100 6
4. Above 100 5
14. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for
Markets Makers during market making process has been made applicable, based on the issue size and as follows:
Buy quote exemption threshold (including Re-Entry threshold for buy quote
Issue Size mandatory initial inventory of 5% of the (including mandatory initial inventory
Issue Size) of 5% of the Issue Size)
Upto ₹ 20 Crore 25% 24%
₹ 20 Crore to ₹ 50 Crore 20% 19%
₹ 50 Crore to ₹ 80 Crore 15% 14%
Above ₹ 80 Crore 12% 11%
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.
70CAPITAL STRUCTURE
The Equity Share capital of our Company, as on the date of this Red Herring Prospectus and after giving effect to this
Issue, is set forth below:
(₹ in lakhs except share data)
Sr. Aggregate Value at Aggregate Value
Particulars
No. Nominal Value at Issue Price
A. Authorised Share Capital out of which:
1,50,00,000 Equity Shares having face value of ₹10/- each 1500.00 -
B. Issued, Subscribed and Paid-up Share Capital before the Issue out of which
1,00,10,000 Equity Shares of face value ₹10/- each 1001.00
C. Present Issue in terms of this Red Herring Prospectus(1)
Issue of upto 42,00,000 Equity Shares of face value ₹ 10/- each
420.00 [•]
at a price of ₹ [•] per Equity Share
Which comprises:
Upto 2,16,000 Equity Shares of face value of ₹ 10/- each at a
price of ₹ [•] per Equity Share reserved as Market Maker 21.60 [•]
Portion
Net Issue to Public of upto 39,84,000 Equity Shares of face
value of ₹ 10/- each at a price of ₹ [•] per Equity Share to the 398.40 [•]
Public
Of which (2) &(3):
At least 13,94,400 Equity Shares of ₹ 10/- each will be available
for allocation to Individual Investors (who applies for minimum 139.44 [•]
application size)
At least 5,97,600 Equity Shares of ₹ 10/- each will be available
59.76 [•]
for allocation to Non-Institutional Investors
Not more than 19,92,000 Equity Shares of ₹ 10/- each will be
available for allocation to Qualified Institutional Buyers, five 199.2 [•]
percent of which shall be allocated to mutual funds.
D. Paid-up Share Capital after the Issue
1,42,10,000 Equity Shares of ₹ 10/- each 1,421.00
E. Securities Premium Account
Before the Issue Nil
After the Issue [•]
(1) The present Issue has been authorized pursuant to a resolution of our Board dated January 21, 2025 and pursuant to
a special resolution of our Shareholders passed in an Extraordinary General Meeting dated January 22, 2025 under
Section 62(1)(c) of the Companies Act, 2013.
(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 issue is being made through Book
Building Process, wherein allocation to the public shall be as per Regulation 253 of the SEBI (ICDR) Regulations
(3) Subject to valid Bids being received at or above the issue 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 in consultation with the Book Running Lead Manager and the Designated Stock
Exchange, subject to applicable laws.
71Classes of Shares
Our Company has only one class of share capital i.e. Equity Shares of face value of ₹ 10/- each only. All the issued Equity
Shares are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Red Herring
Prospectus.
Notes to Capital Structure
1. Changes in Authorised Equity Share Capital of our Company:
The Authorized Share Capital of the Company was increase from ₹ 1,00,00,000 (Rupees One Crore Only) divided
into 10,00,000 (Ten Lakhs) Equity Shares of ₹10 each to ₹ 15,00,00,000 (Rupees Fifteen Crore Only) divided into
1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of ₹10 each pursuant to Shareholders Resolution passed at the
Extra Ordinary General Meeting held on September 27, 2024.
2. Share Capital History of our Company:
a) Equity Shares capital
The following table sets forth details of the history of the Equity Shares capital of our Company:
Issue Price
Cumulative Cumulative
No. of Equity Face (including Nature of
Date of Nature of no. of paid-up
Shares value Premium if allotment
allotment consideration Equity Capital
Allotted (₹) Applicable)
Shares (₹)
(₹)
Upon Subscription to
10,000 10 10 Cash 10,000 1,00,000
Incorporation MOA(i)
September
1,00,00,000 10 Nil NA Bonus Issue (ii) 1,00,10,000 10,01,00,000
30, 2024
All the above-mentioned shares are fully paid up since the date of allotment.
(i) Initial Subscribers to Memorandum of Association, subscribed 10,000 Equity Shares of paid-up value of ₹10/- each,
details of which are given below:
Sr. No. Name of Subscribers Number of Equity Shares Subscribed
1. Dalbirpal Saini 5,100
2. Akash Chopra 4,900
Total 10,000
(ii) Bonus issue of 1,00,00,000 Equity Shares of face value of ₹ 10/- each in the ratio of 1000:1 i.e. One Thousand (1000)
Bonus Equity Shares for every One (1) Equity Shares held by shareholders were made to as per details given below:
Sr. No. Name of Allottees Number of Equity Shares Allotted
1. Dalbirpal Saini 51,00,000
2. Arti Saini 31,00,000
3. Akshay Saini 9,00,000
4. Rahul Saini 9,00,000
Total 1,00,00,000
72b) Preference Share Capital:
As on the date of this Red Herring Prospectus, our Company has not issued preference shares and does not have any
outstanding preference shares.
3. Details of Allotment made in the last two years preceding the date of Red Herring Prospectus
Except as mentioned in point number 2(a)(ii) above, the Company has not issued any Equity Share in the last two
years preceding the date of the Red Herring Prospectus.
4. Issue of Equity Shares for consideration other than cash in last 1 year:
Except as set out below, we have not issued Equity Shares for consideration other than cash:
Benefits
Number of Face Issue No. of
Date of Reasons for Accrued to
Equity Value Price Name of Allottee Shares
Allotment Allotment our
Shares (₹) (₹) Allotted
Company
Dalbirpal Saini
51,00,000
Bonus Issue in Capitalization
September 1,00,00,000 10 NA the ratio of of Reserves & Arti Saini 31,00,000
30, 2024
1000:1 Surplus Akshay Saini 9,00,000
Rahul Saini 9,00,000
Total 1,00,00,000
5. No Equity Shares have been allotted pursuant to any scheme approved under sections 230-234 of the Companies
Act, 2013 or under the erstwhile corresponding provisions of the Companies Act, 1956.
6. Except for Bonus Issue made on September 30, 2024 our company has not issued any Equity Shares during a period
of one year preceding the date of this Red Herring Prospectus which may be lower than the Issue Price.
7. Our Company has not revalued its assets since inception and have not issued any Equity Shares (including bonus
shares) by capitalizing any revaluation reserves.
8. Shareholding Pattern of the Company
The table below represents the shareholding pattern of our Company in accordance with Regulation 31 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as on the date of this Red Herring Prospectus:
73y r o g e ta) CI ( r e d lo h e r a h s fo y r o g e t) aI I C( s r e d lo h e r a h s fo .) sI oI I N(
d le
h s e r a h s y tiu q e p u d ia p y llu f
fo) .V oI N( d le h
d is ae pr a yh lts r y at Piu fq oe
.) opV
Nu
-( s tp ie c e R
y r o tis o p e D g n iy lr e d n u s e r a h s fo .o N)I V ( d le h s e r a h s .s o n la to T )I V ( + )V (+ )V I I( I = V ()
s e r a h s
fo .o n la to t fo % a s a g n id lo h e r a h S )7 5 9 1 ,R R C S r e p s a d
f eo
t
a%
l u)I
ca
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(( )2 C + B + A (
Num
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e or o of
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V Vo oot tf
s s a lC
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i
n nseg gc uR Rri ig i gth hiet tss
s la to T
(h Ie Xld ) in each
)C + B + A ( fo % a s a la to T
class e lb itr e v
n o c g n id n a ts tu O g n iy lr e d n U fo .o N )s tn a r r a W g n id u lc n i( s e itir
u) cX
e
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m e d n i d le h s e r a h s y tiu q e fo r e b m u N) V mI rX o f(
Promoters
&
A 7 10,010,000 - - 10,010,000 100.00% 10,010,000 - 10,010,000 100.00% - 100.00% - - - - 10,010,000
Promoters
Group
B Public - - - - - - - - - - - - - - - - -
Non -
Promoters
C - - - - - - - - - - - - - - - - -
Non -
Public
Shares
C1 underlying - - - - - - - - - - - - - - - - -
DRs
Shares held
by
C2 - - - - - - - - - - - - - - - - -
Employee
Trusts
Total 7 10,010,000 - - 10,010,000 100.00% 10,010,000 - 10,010,000 100.00% - 100.00% - - - - 10,010,000
As on date of this Red Herring Prospectus 1 Equity Shares share holds 1 vote.
We have only one class of Equity Shares of paid-up value of Rs. 10/- each.
We have entered into tripartite agreement dated February 21, 2025 with CDSL & February 07, 2025 with NSDL respectively
Our Company will file the shareholding pattern in the format prescribed under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, one day prior to the
listing of the Equity Shares. The shareholding pattern will be uploaded on the Website of the BSE before commencement of trading of such Equity Shares.
749. List of Shareholders of the Company holding 1% or more of the paid-up Share Capital of the Company: -
a) As on the date of filing of this Red Herring Prospectus: -
Equity Shares Held (face % Pre-Issue paid up Share
Sr. No Names of Shareholders
value of ₹10 each) Capital
1. Dalbirpal Saini 5,105,100 51.00%
2. Arti Saini 3,103,100 31.00%
3. Akshay Saini 900,880 9.00%
4. Rahul Saini 900,890 9.00%
Total 10,009,970 99.99%
b) Ten days prior to the date of filing of this Red Herring Prospectus: -
Equity Shares Held (face % Pre-Issue paid up Share
Sr. No Names of Shareholders
value of ₹10 each) Capital
1. Dalbirpal Saini 5,105,100 51.00%
2. Arti Saini 3,103,100 31.00%
3. Akshay Saini 900,880 9.00%
4. Rahul Saini 900,890 9.00%
Total 10,009,970 99.99%
c) One Year prior to the date of filing of this Red Herring Prospectus: -
Equity Shares Held (face % Pre-Issue paid up Share
Sr. No Names of Shareholders
value of ₹10 each) Capital
1. Dalbirpal Saini 5,100 51.00%
2. Arti Saini 3,100 31.00%
3. Akshay Saini 900 9.00%
4. Rahul Saini 900 9.00%
Total 10,000 100.00%
d) Two Years prior to the date of filing of this Red Herring Prospectus: -
Equity Shares Held (face % Pre-Issue paid up Share
Sr. No Names of Shareholders
value of ₹10 each) Capital
1. Dalbirpal Saini 5,100 51.00%
2. Arti Saini 3,100 31.00%
3. Akshay Saini 900 9.00%
4. Rahul Saini 900 9.00%
Total 10,000 100.00%
10. Our Company has not made any Initial Public Offer of specified securities in the preceding two years.
11. 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. Further, 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.
12. Capital Buildup in respect of Shareholding of our Promoters
As on the date of this Red Herring Prospectus, Our Promoters Dalbirpal Saini, Arti Saini, Akshay Saini and Rahul Saini
holds 10,009,970 Equity Shares of our Company. None of the Equity Shares held by our Promoters are subject to any
pledge.
75Build-up of the shareholding of our Promoters in our Company since incorporation.
% of Pre % of Post
Acquisit
Date of Nature of Nature of No. of Face Cumulati Issue Issue
ion /
Allotment / Issue / Consider Equity Value ve No. of Equity Equity
Transfer
Transfer Transaction ation Shares (₹) shares Share Share
Price
Capital Capital
Dalbirpal Saini
Upon Subscriber
Cash 5,100 10 10 5,100 0.05% 0.04%
Incorporation to MOA
11,020.4
May 30, 2018 Transfer Cash (1) 4,900 10 10,000 0.05% 0.03%
1
Inter-se
May 30, 2018 Transfer NA(2) (1) 10 Nil 9,999 Negligible Negligible
(Gift)
Inter-se
November 30,
Transfer NA(2) (3,099) 10 Nil 6,900 -0.03% -0.02%
2018
(Gift)
Inter-se
November 30,
Transfer NA(3) (900) 10 Nil 6,000 -0.01% -0.01%
2018
(Gift)
Inter-se
November 30,
Transfer NA(4) (900) 10 Nil 5,100 -0.01% -0.01%
2018
(Gift)
September 30,
Bonus Issue NA 51,00,000 10 NA 51,05,100 50.95% 35.89%
2024
Arti Saini
Inter-se
May 30, 2018 Transfer NA(2) 1 10 Nil 1 Negligible Negligible
(Gift)
Inter-se
November 30,
Transfer NA(2) 3,099 10 Nil 3,100 0.03% 0.02%
2018
(Gift)
September 30,
Bonus Issue NA 31,00,000 10 NA 31,03,100 30.97% 21.82%
2024
Akshay Saini
Inter-se
November 30,
Transfer NA(3) 900 10 Nil 900 0.01% 0.01%
2018
(Gift)
September 30,
Bonus Issue NA 9,00,000 10 NA 9,00,900 8.99% 6.33%
2024
Inter-se
September 30,
Transfer NA(5) (10) 10 Nil 9,00,890 Negligible Negligible
2024
(Gift)
Inter-se
September 30,
Transfer NA(5) (10) 10 Nil 9,00,880 Negligible Negligible
2024
(Gift)
Rahul Saini
Inter-se
November 30,
Transfer NA(4) 900 10 Nil 900 0.01% 0.01%
2018
(Gift)
September 30,
Bonus Issue NA 9,00,000 10 NA 9,00,900 8.99% 6.33%
2024
Inter-se
September 30,
Transfer NA(6) (10) 10 Nil 9,00,890 Negligible Negligible
2024
(Gift)
76(1) Transfer of 4900 equity shares from Akash Chopra to Dalbirpal Saini was executed at a mutually agreed price of
₹11,020.41 per share, totaling ₹5.40 Crores. The transaction was enforced via NCLT proceedings under a total
settlement amount of ₹7 Crores.
(2) Transfer of 1 and 3099 equity shares from Dalbirpal Saini to Arti Saini;
(3) Transfer of 900 equity shares from Dalbirpal Saini to Akshay Saini;
(4) Transfer of 900 equity shares from Dalbirpal Saini to Rahul Saini;
(5) Transfer of 10 and 10 equity shares from Akshay Saini to Ridhima Saini and Mahesh Bhatia respectively;
(6) Transfer of 10 equity shares from Rahul Saini to Minal Vaswani.
13. The average cost of acquisition of or subscription of shares by our Promoters is set forth in the table below:
Name of the
Sr. No. No. of Shares held Average cost of Acquisition (in ₹)
Promoters
1. Dalbirpal Saini 51,05,100 10.59
2 Arti Saini 3,103,100 Nil
3 Akshay Saini 900,880 Nil
4 Rahul Saini 900,890 Nil
14. Shareholding of Promoters & Promoters Group
Following are the details of pre and post Issue shareholding of persons belonging to the category “Promoter and
Promoter Group”:
Pre-Issue Post-Issue
Category of Promoters % of Pre-Issue % of Post- Issue
No. of Shares No. of Shares
Capital Capital
1. Promoters
Dalbirpal Saini 5,105,100 51.00% 5,105,100 35.93%
Arti Saini 3,103,100 31.00% 3,103,100 21.84%
Akshay Saini 900,880 9.00% 900,880 6.34%
Rahul Saini 900,890 9.00% 900,890 6.34%
Total Promoter Holding 10,009,970 99.99% 10,009,970 70.44%
2. Promoters Group (as per defined by Reg. 2(1)(pp) of SEBI ICDR Regulations)
Ridhima Saini 10 Negligible 10 Negligible
Mahesh Bhatia 10 Negligible 10 Negligible
Minal Vaswani 10 Negligible 10 Negligible
Total Promoters Group Holding 30 Negligible 30 Negligible
Total Promoters & Promoters
10,010,000 100.00% 10,010,000 70.44%
Group Holding
Total Paid-up capital 10,010,000 100.00% 1,42,10,000 100.00%
15. Except as provided below, no Equity Shares were acquired/ purchased/ sold by the Promoter and Promoter Group,
Directors and their immediate relatives within six months immediately preceding the date of filing of this Red
Herring Prospectus.
Category of Allottees
Date of No. of % of Pre Subscribed/
Name of (Promoter/
Allotment/ Equity issue Acquire/
Shareholders Promoter
Transfer Share Capital Transfer
Group/ Director)
Bonus Issue
September 30, 2024 Dalbirpal Saini 51,00,000 51.00% in the ratio of Promoter
1000:1
Bonus Issue
September 30, 2024 Arti Saini 31,00,000 31.00% in the ratio of Promoter
1000:1
77Category of Allottees
Date of No. of % of Pre Subscribed/
Name of (Promoter/
Allotment/ Equity issue Acquire/
Shareholders Promoter
Transfer Share Capital Transfer
Group/ Director)
Bonus Issue
September 30, 2024 Akshay Saini 9,00,000 9.00% in the ratio of Promoter
1000:1
Bonus Issue
September 30, 2024 Rahul Saini 9,00,000 9.00% in the ratio of Promoter
1000:1
Transfer (Gift
September 30, 2024 Ridhima Saini 10 Negligible Promoter Group
Deed)
Transfer (Gift
September 30, 2024 Mahesh Bhatia 10 Negligible Promoter Group
Deed)
Transfer (Gift
September 30, 2024 Minal Vaswani 10 Negligible Promoter Group
Deed)
16. None of our Promoters, Promoter Group, our directors and their relatives has entered into any financing arrangement
or financed the purchase of the Equity Shares of our Company by any other person during the period of six months
immediately preceding the date of filing of the Red Herring Prospectus.
17. Details of Promoters’ Contribution Locked-in for Three Years:
a) Details of Promoter’s Contribution locked-in for three (3) years
Pursuant to Regulation 236 and 238 of SEBI (ICDR) Regulations, 2018, an aggregate of 20.00% of the post issue capital
held by our Promoters shall be considered as Promoter’s Contribution (“Promoters 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.
The details of the Promoter’s Equity Shares proposed to be locked-in for a period of three years are as follows:
No. of Equity Shares
Name of the Promoters As a % Post-Issue Share Capital
locked-in(1)
Dalbirpal Saini 8,50,000 5.98%
Arti Saini 8,50,000 5.98%
Akshay Saini 6,00,000 4.22%
Rahul Saini 6,00,000 4.22%
Total 29,00,000 20.41%
(1) For details on the date of Allotment of the above Equity Shares, the nature of Allotment, face value and the price at
which they were acquired, please refer “Capital Structure” on page no. 71 of this Red Herring Prospectus.
The minimum Promoter’s contribution has been brought in to the extent of not less than the specified minimum lot and
from persons defined as “Promoter” under the SEBI (ICDR) Regulations. All Equity Shares, which are being locked in
are not ineligible for computation of Minimum Promoters Contribution as per Regulation 237 of the SEBI (ICDR)
Regulations, 2018 and are being locked in for 3 years as per Regulation 238(a) of the SEBI (ICDR) Regulations, 2018
i.e. for a period of three years from the date of allotment of Equity Shares in this issue.
The entire pre-issue shareholding of the Promoters, other than the Minimum Promoters contribution which is locked in
for three years, shall be locked in for a period of one year from the date of allotment in this Issue.
78Eligibility of Share for “Minimum Promoters Contribution in terms of clauses of Regulation 237(1) of SEBI
(ICDR) Regulations, 2018
Eligibility Status of Equity Shares
Reg. No. Promoters’ Minimum Contribution Conditions forming part of Promoter’s
Contribution
Specified securities acquired during the preceding three
The minimum Promoter’s contribution
years, if they are acquired for consideration other than
237(1)(a)(i) does not consist of such Equity Shares.
cash and revaluation of assets or capitalization of
Hence Eligible
intangible assets is involved in such transaction
Specified securities acquired during the preceding three
years, resulting from a bonus issue by utilization of The minimum Promoter’s contribution
237(1)(a)(ii) revaluation reserves or unrealized profits of the issuer or does not consist of such Equity Shares.
from bonus issue against Equity Shares which are Hence Eligible
ineligible for minimum promoters’ contribution
Specified securities acquired by promoters during the
The minimum Promoter’s contribution
preceding one year at a price lower than the price at which
237(1)(b) does not consist of such Equity Shares.
specified securities are being offered to public in the initial
Hence Eligible
public offer
Specified securities allotted to promoters during the
preceding one year at a price less than the issue price,
against funds brought in by them during that period, in
case of an issuer formed by conversion of one or more
The minimum Promoter’s contribution
partnership firms, where the partners of the erstwhile
237(1)(c) does not consist of such Equity Shares.
partnership firms are the promoters of the issuer and there
Hence Eligible
is no change in the management: Provided that specified
securities, allotted to promoters against capital existing in
such firms for a period of more than one year on a
continuous basis, shall be eligible
Our Promoters have not Pledged any
shares with any creditors. Accordingly,
237(1)(d) Specified securities pledged with any creditor. the minimum Promoter’s contribution
does not consist of such Equity Shares.
Hence Eligible.
b) Details of locked-in (other than Promoter’s Contribution locked-in for three (3) years)
i) Pursuant to Regulation 238 (b) of the SEBI (ICDR) Regulations, in addition to the Promoters Contribution to be
locked-in for a period of 3 years, as specified above, the remaining promoters’ holding shall be locked-in for a
period as follows (a) 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 this Issue and (b) 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 this Issue.
ii) Pursuant to Regulation 242 of the SEBI Regulations, the Equity Shares held by our Promoters can be pledged only
with banks or financial institutions as collateral security for loans granted by such banks or financial institutions for
the purpose of financing one or more of the objects of the Issue and the pledge of shares is one of the terms of
sanction of such loan. However, as on date of this Red Herring Prospectus, none of the Equity Shares held by our
Promoters have been pledged to any person, including banks and financial institutions.
iii) Pursuant to Regulation 243 of the SEBI (ICDR) Regulations, Equity Shares held by our Promoters, which are
locked in as per Regulation 238 of the SEBI (ICDR) Regulations, may be transferred to and amongst our Promoters/
Promoters Group or to a new promoters or persons in control of our Company subject to continuation of the lock-
in in the hands of the transferees for the remaining period and compliance with Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as applicable.
iv) Pursuant to Regulation 243 of the SEBI (ICDR) Regulations, Equity Shares held by shareholders other than our
Promoters, which are locked-in as per Regulation 239 of the SEBI (ICDR) Regulations, may be transferred to any
other person holding shares, subject to continuation of the lock-in in the hands of the transferees for the remaining
period and compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeover) Regulations, 2011 as applicable.
7918. Neither, we nor our Promoters, Directors and the BRLM to this Issue have entered into any buyback and/ or standby
arrangements and/ or similar arrangements for the purchase of our Equity Shares from any person.
19. As on the date of this Red Herring Prospectus, the entire Issued Share, Subscribed and Paid-up Share Capital of our
Company is fully paid up. Since the entire issue price in respect of the issue is payable on application, all the
successful applicants will be allotted fully paid- up Equity shares.
20. The BRLM i.e., Aryaman Financial Services Limited and their associates do not hold any Equity Shares in our
Company as on the date of filing of this Red Herring Prospectus.
21. As on the date of this Red Herring Prospectus, we do not have any Employees Stock Option Scheme / Employees
Stock Purchase Scheme during the period or a stock appreciation right scheme and we do not intend to allot any
shares to our employees under Employee Stock Option Scheme/ Employee Stock Purchase Plan from the proposed
issue. As and when, options are granted to our employees under the Employee Stock Option Scheme, our Company
shall comply with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.
22. We have 7 (Seven) shareholders as on the date of filing of this Red Herring Prospectus.
23. 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.
24. An over-subscription to the extent of 10% of the Net Issue subject to the maximum post issue paid up capital of Rs.
25 cr. 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 Issue. Consequently, the actual allotment may
go up by a maximum of 10% of the Net Issue, as a result of which, the post-issue paid up capital after the Issue
would also increase by the excess amount of allotment so made. In such an event, the Equity Shares held by the
Promoters and subject to 3-year lock- in shall be suitably increased; so as to ensure that 20% of the post Issue paid-
up capital is locked in.
25. Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over
from any other category or a combination of categories at the discretion of our Company, in consultation with the
BRLM and the Designated Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with
applicable laws, rules, regulations and guidelines. Under-subscription, if any, in the QIB Category will not be
allowed to be met with spill over from any category or combination thereof.
26. In case of over-subscription in all categories the allocation in the issue shall be as per the requirements of Regulation
253(1) of SEBI (ICDR) Regulations, 2018 and its amendments from time to time.
27. At any given point of time there shall be only one denomination of the Equity Shares, unless otherwise permitted by
law. Other than the Equity Shares, there is no other class of securities issued by our Company.
28. Our Company shall comply with such disclosure and accounting norms as may be specified by BSE, SEBI and other
regulatory authorities from time to time.
29. There are no safety net arrangements for this public issue.
30. Our Promoters and Promoter Group will not participate in this Issue.
31. No person connected with the Issue 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.
32. We shall ensure that transactions in Equity Shares by the Promoters and members of the Promoter Group and other
pre-IPO transactions, if any, between the date of filing this Red Herring Prospectus and the Issue Closing Date are
reported to the Stock Exchanges within 24 hours of such transactions being completed.
80SECTION V- PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
Issue of up to 42,00,000 Equity Shares of face value of ₹ 10 each for cash at price of ₹ [●] per Equity Share (including a
premium of ₹ [●] per Equity Share), aggregating up to ₹ [●] lakhs.
Issue Proceeds and Net Issue Proceeds
The details of the proceeds of the Issue are set forth in the table below:
(₹ in lakhs)
Particulars Amount
Gross Proceeds of the Issue [●]
Less: Issue related expenses (1) [●]
Net Proceeds of the Issue [●]
(1) The Issue related expenses are estimated expenses and subject to change
Net Issue
Our Company proposes to utilize the Net Proceeds from Issue towards funding the following objects (collectively,
referred to herein as the “Objects”):
1. Repayment or Pre-payment of borrowings of our Company
2. Funding Working Capital requirements of our Company
3. Investment in B.D. Industries (India) Private Limited, our Material Subsidiary
4. General Corporate Purpose
Further, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchange including to
enhance our visibility and our brand image among our existing and potential customers and creation of a public market
for our Equity Shares in India.
The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of Association
enable us (i) to undertake our existing business activities and (ii) to undertake the activities proposed to be funded from
the Net Proceeds.
Proposed Schedule of Implementation and Deployment of the Net Proceeds
The Net Proceeds of the Issue (“Net Proceeds”) are currently expected to be deployed in accordance with the schedule
as stated below:
(₹ in lakhs)
Amount which
Sr. Total Deployment in FY
Particulars will be financed
No. Estimated Cost 2025-26
from Net Proceeds
Repayment or Pre-payment of borrowings of
1 680 680 680
our Company
Funding Working Capital Requirement of our
2 730 730 730
Company
Investment in B.D. Industries (India) Private
3
Limited, our Material Subsidiary
(a) Repayment or Pre-payment of its borrowings 1,160 1,160 1,160
(b) Purchase of Machinery 540 540 540
(c) Funding Working Capital Requirement 730 730 730
4 General Corporate Purpose [●] [●] [●]
Total [●] [●] [●]
81Requirements of Funds and Means of Finance
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are based
on our current business plan, management estimates, quotations from suppliers, and other commercial and technical
factors. We may have to revise our funding requirements and deployment on account of a variety of factors such as our
financial and market condition, business and strategy, competition, negotiation with suppliers, variation in cost estimates
on account of factors, including changes in design or configuration of the equipment and other external factors including
changes in the price of the equipment due to variation in commodity prices 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, subject to compliance with applicable law. For further details, see “Risk Factors –
We have not entered into any agreement with the suppliers of machinery as specified in the objects of the Issue. Further
the amount allocated for purchases of machinery are based on the quotation received from suppliers.” To the extent our
Company is unable to utilise any portion of the Net Proceeds towards the aforementioned objects of the Issue, as per the
estimated schedule of deployment specified above, our Company shall deploy the Net Proceeds in the subsequent Fiscals
towards the aforementioned objects.
The fund requirements for all objects are proposed to be entirely funded from the Net Proceeds from IPO, Owned Funds
and existing unsecured loans from Directors. Accordingly, we confirm that there is no requirement for us to make firm
arrangements of finance through verifiable means towards 75% of the stated means of finance excluding the amount to
be raised through IPO proceeds, Owned Funds and Unsecured loans from Directors.
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 and/ or debt, as required. If the actual
utilization towards any of the objects is lower than the proposed deployment, such balance will be used for funding other
objects as mentioned above or towards general corporate purposes to the extent that the total amount to be utilised towards
general corporate purposes will not exceed 15% of the gross proceeds from the Issue or ₹ 1,000 lakhs, whichever is less
in accordance with the SEBI ICDR Regulations.
DETAILS OF THE FUND REQUIREMENTS
1. Repayment or pre-payment, of borrowings availed by our Company
Our Company has entered into various financing arrangements with banks and financial institutions. The loan facilities
availed by our Company includes borrowing in the form of, inter alia, Term loans, Business Loans, WCTL facilities,
Vehicle loans and other fund-based working capital loans.
As at July 20, 2025, our total outstanding borrowings on a standalone basis amounted to ₹ 838 Lakhs. Our Company
proposes to utilise an estimated amount of ₹ 680 Lakhs from the Net Proceeds towards partial repayment or pre-payment
of certain borrowings availed by our Company. Our Company may avail further loans and/or draw down further funds
under existing loans from time to time.
We believe that such repayment and/or pre-payment will help reduce our outstanding indebtedness, improve our debt-to-
equity ratio and enable utilisation of our accruals for further investment in our business growth and expansion.
Additionally, we believe that the leverage capacity of our Company will improve our ability to raise further resources in
the future to fund our potential business development opportunities and plans to grow and expand our business. The loan
facilities are listed below in no particular order of priority.
The following table provides the details of borrowings availed by our Company and outstanding amounts as of July 20,
2025, which we have identified to repay or prepay in full or in part, from the Net Proceeds. In accordance with Clause
9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, our Company has obtained a certificate dated July
21, 2025 from Jagdish & Harish, our Statutory Auditors (holding a valid peer review certificate), certifying the utilization
of each loan for the purpose for which it was availed and the amount outstanding as on July 20, 2025.
82(₹ in lakhs)
Tenure as
Amount per sanction
Bank /NBFC Nature of Amount outstanding Interest letter Pre-payment
Name Borrowing sanctioned as on July 20, Rate Penalty/Conditions
2025 (in months)
9.12% 4% of the Overall
Cash Credit linked Facility Limit, in
HDFC Bank
– Working 750 612 with On Demand case of takeover of
Limited
Capital repo the account by any
rate other Bank/FI.
5% + GST on the
date of such
DLOD –
L&T Finance foreclosure. No
Working 50 25 15.00% 36 Months
Limited charges on
Capital
prepayment of Part
overdraft amount.
6.5% if foreclosed
Tata Capital DLOD – within 9 months,
Financial Working 75 56 15.00% 24 Months after 9 months at
Services Limited Capital 4.5% on dropped
down plus GST
Total 875 693
2. Funding Working capital requirements of our Company
Our Company is in the production of high-quality rotomolded battery boxes and water tanks. Over time, we have
expanded our capabilities to manufacture a wide range of plastic components for automotive and industrial applications.
In the automotive sector, our key products include Plastic fuel tanks for off-road vehicles, urea tanks, fenders, hydraulic
tanks, air ducts, mudguards, and cabin roofs. Beyond automotive, our rotomolded plastic products serve diverse
industries, including road & highway safety, material handling & storage, water management & disposal, marine,
renewable energy, healthcare, and custom moulding. We manufacture a wide range of plastic products for automotive
and industrial applications.
The details of Company’s existing working capital gap and source of their funding based on Standalone audited financials
for the Financial Year 2022-23, 2023-24 and 2024-25. These working capital gaps are certified by the Statutory Auditors,
pursuant to a certificate dated June 20, 2025.
Fiscal 2022-23 Fiscal 2023-24 Fiscal 2024-25
Particulars
(Audited) (Audited) (Audited)
Current Assets
Inventories 767 1,069 1,375
Trade Receivables 1,372 1,576 1,609
Other Current Assets 231 178 85
Total Current Assets 2,370 2,823 3,069
Current Liabilities
Trade Payables 1,192 964 988
Other Current Liabilities 246 342 466
Total Current Liabilities 1,438 1,306 1,454
Working Capital Gap 932 1,517 1,615
Funding Pattern:
83Fiscal 2022-23 Fiscal 2023-24 Fiscal 2024-25
Particulars
(Audited) (Audited) (Audited)
Working Capital facilities from bank 179 386 515
Owned Fund 753 1,131 1,100
Total Funding Pattern 932 1,517 1,615
Basis of estimation of working capital requirements
By entering into more geographic locations, we can increase our product portfolio and can capitalize on opportunity
created by growing demands in India. This will allow us to grow our customer and access new markets in addition to
boosting the current networks of our Company. To induce our current & prospective customers, we have to give larger
credit period to our customers and also, we have to keep sufficient inventories for On-Time Delivery (OTD) performance,
ensuring zero downtime for our customers. Further in order to improve our profit margins we intend to pay our suppliers
with lesser credit periods. More favorable payment terms would help our company reduce our raw material procurement
costs and hence directly impact our profit margins positively. Accordingly, we need to have access to a larger amount of
liquid funds and sufficient working capital. Hence, the success in our business is dependent on our ability to ensure we
have planned and funded working capital available to ensure smooth flow of our products.
Our Company proposes to utilize ₹ 730 lakhs of the Net Proceeds for our working capital requirements. The entire amount
will be utilized during Financial Year 2025-26 towards our Company’s working capital requirements. The incremental
and proposed working capital requirements, as approved by the Board pursuant to a resolution dated June 20, 2025 and
key assumptions with respect to the determination of the same are mentioned below. Our Company’s expected working
capital requirements on standalone basis for Financial Year 2025-26 and the proposed funding of such working capital
requirements are as set out in the table below:
Basis of estimation of working capital requirements
(₹ in lakhs)
Sr. No. Particulars Fiscal 2025-26 (Projected)
A Current Assets:
1 Inventories 1,467
2 Trade Receivables 1,712
3 Other Current Assets 119
Total Current Assets (A) 3,298
B Current Liabilities
1 Trade Payables 910
2 Other Current Liabilities 369
Total Current Liabilities (B) 1,279
C Total Working Capital Gap (A – B) 2,019
D Funding Pattern:
1. Unsecured Loan – Directors 100
2. Owned Fund* 1,189
3. IPO 730
Total Funding Pattern (D) 2,019
* The Statutory Auditors of the Company, M/s. Jagdish & Harish, Chartered Accountants, vide their certificate dated
June 20, 2025 have confirmed that the Company’s Owned Funds as on March 31, 2025 aggregates to ₹ 1,881 lakhs.
The Statutory Auditor has, pursuant to a certificate dated June 20, 2025 certified the working capital requirements of our
Company for the FY 2025-26.
84Holding Period level:
FY FY FY FY
Sr.
Particulars 2022-23 2023-24 2024-25 2025-26
No.
(Audited) (Audited) (Audited) (Projected)
A. Current Assets:
1 Inventories 51 72 93 90
2 Trade Receivables 92 106 109 105
B. Current Liabilities
1 Trade Payables 115 105 110 90
Justification for holding period levels
Particulars Details
Current Assets
Inventories consist of Raw Material, Work-in Progress, Finished Goods, Stores & Spares,
Consumables and Packing Material. In Financial Year 2022-23, 2023-24 and 2024-25, our
Inventories inventory holding days were around 51 days, 72 days and 93 days respectively and hence
the Company has assumed similar trend for the projected period also i.e 90 days for the
Financial Year 2025-26.
In Financial Year 2022-23, 2023-24 and 2024-25, our trade receivables days were around
Trade Receivables 92 days, 106 days and 109 days respectively and hence the Company has assumed similar
trend for the projected period also i.e 105 days for the Financial Year 2025-26.
Other current assets This includes Short-term loans & advances and other current assets. Based on Restated
Financials for Financial Year 2022-23, 2023-24 and 2024-25, these represent around 4%,
3% and 2% of revenue respectively and hence the Company has assumed similar trend for
the projected period also i.e 2% for the Financial Year 2025-26.
Current Liabilities
In Financial Year 2022-23, 2023-24 and 2024-25, our trades payable were around 115 days,
105 days and 110 days respectively. In order to improve our profit margins, we intend to
Trade Payables
pay the suppliers with lesser credit periods and hence we have assumed trade payable days
of 90 days for the projected period i.e for the Financial Year 2025-26.
This includes Short-term provisions and other current liabilities. Based on Restated
Financials for Financial Year 2022-23, 2023-24 and 2024-25, these represent around 7%,
Other current liabilities
10% and 14% of purchase of inventories (including changes during the period) respectively
and hence the Company has assumed average of 10% for the Financial Year 2025-26.
3. Investment in B.D. Industries (India) Private Limited, our Material Subsidiary (BDIIPL)
M/s. B.D. Industries (India) Private Limited, incorporated as private limited company in India as on May 09, 2009 with
Registrar of Companies, Mumbai. BDIIPL is engaged in the business including but not limited to Manufacturing of
plastic products. Our Company had acquired 100% shareholding of BDIIPL via transfer from Mr. Akshay Saini and Mr.
Rahul Saini for an aggregate amount of ₹ 665.29 lakhs on September 30, 2024. Accordingly, BDIIPL become our wholly
owned subsidiary. The Corporate Identification Number of BDIIPL is U29253MH2009PTC192285.
Summary of Financial Information of BDIIPL:
(Rs. In Lakhs)
Particulars 2025 2024 2023
Share Capital 1 1 1
Net worth 839 551 455
Total Income (Including Other Income) 4,564 4,240 4,272
Profit after Tax 288 95 238
Basic and Diluted EPS 2,876 955 2,384
Net Asset Value per share 8,386 5,510 4,554
Total Borrowings 1,459 1,617 1,102
85Pursuant to Board Resolution dated June 20, 2025 of our Company, we intend to invest further in B.D. Industries (India)
Private Limited (our material subsidiary company) for (a) Repayment or Pre-payment of its borrowings of ₹ 1,160 lakhs,
(b) Purchase of machinery for ₹ 540 lakhs and (c) Funding Working Capital requirements of ₹ 730 lakhs, all aggregating
to ₹ 2,430 lakhs. The total investment will be in the form of Equity. We shall complete the equity investment in the
Fiscal 2025-26 from the Net Proceeds of the Issue.
(a) Repayment or Pre-payment of its borrowings
BDIIPL has entered into various financing arrangements with banks and financial institutions. The loan facilities availed
by BDIIPL includes borrowing in the form of, inter alia, Term loans, Business Loans, WCTL facilities, Vehicle loans
and other fund-based working capital loans.
As at July 20, 2025, our total outstanding borrowings of BDIIPL on a standalone basis amounted to ₹ 1,424 Lakhs. We
propose to utilise an estimated amount of ₹ 1,160 Lakhs from the Net Proceeds towards partial repayment or pre-payment
of certain borrowings. BDIIPL may avail further loans and/or draw down further funds under existing loans from time
to time.
We believe that such repayment and/or pre-payment will help reduce our outstanding indebtedness, improve debt-to-
equity ratio and enable utilisation of the accruals for further investment in our business growth and expansion.
Additionally, we believe that the overall leverage capacity will improve our ability to raise further resources in the future
to fund our potential business development opportunities and plans to grow and expand our business. The loan facilities
are listed below in no particular order of priority.
The following table provides the details of borrowings availed BDIIPL and outstanding amounts as of July 20, 2025,
which have been identified to repay or prepay in full or in part, from the Net Proceeds. In accordance with Clause
9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, we have obtained a certificate dated July 21, 2025
from Jagdish & Harish, our Statutory Auditors (holding a valid peer review certificate), certifying the utilization of each
loan for the purpose for which it was availed and the amount outstanding as on July 20, 2025.
Tenure as
Amount per sanction
Nature of
Bank /NBFC Amount outstanding Interest letter Pre-payment
Borrowing/
Name sanctioned as on July Rate Penalty/Conditions
Purpose
20, 2025 (in months)
9.17% 4% of the Overall Facility
Cash Credit
HDFC Bank linked Limit, in case of takeover
– Working 750 723 On Demand
Limited with repo of the account by any other
Capital
rate Bank/FI.
4% on outstanding
8.99%
Working principal amount under the
HDFC Bank linked
Capital 282 219 60 Months Facility/ Loan as on date of
Limited with repo
Term Loan the end of notice period
rate
(30 days)
4% on outstanding
8.83%
Working principal amount under the
HDFC Bank linked
Capital 188 169 60 Months Facility/ Loan as on date of
Limited with repo
Term Loan the end of notice period
rate
(30 days)
Autotrac Business
Finance Loan - 250 60 9.00% 48 Months NIL
Limited Capex
Total 1,470 1,171
(b) Purchase of Machinery
We propose to augment our capacities & in-house capabilities by installing new machinery. We hence, intends to utilize
₹ 540 lakhs from the Net Proceeds for the purchase of machinery. We believe this will enable us to cater the growing
86demand of our customers with enhanced quality and increased efficiency. We have obtained the quotation for machinery
but we are yet to place orders for such machineries. The details of the quotation of such machinery are set forth below:
Cost per unit Total cost
Machinery specification and description Quantity
(in ₹ lakhs) (in ₹ lakhs)
Maharoto Express Series EXP/MAHAROTO/2400*
Fully Automatic PLC Controlled System
Swing Dia – 4200 MM
3 180 540
Oven Size – Dia 4200 * 4200 Depth
Total Connected Power – 100 HP
Installation Area – 70 * 50 * 27 FT
Total 540
* Use of Machine: This is a Roto moulding machine which consists of 4 arms installed on the make rotational base.
One each arms multiple moulds of different products are loaded. Moulds are filled with polymer powder. Each arm
goes inside the oven. Once it is put post cooling, semi-finished goods are unloaded. The machines have several key
components that allow them to operate effectively.
The cost of purchase of machinery amounting to Rs. 540 lakhs are excluding the GST amount. The cost of the tax is to
be funded by the owned fund/ internal accruals of the Company. Further, the GST Amount is credited as an input in the
Company’s GST Credit ledger and can be set off against outward GST Liabilities in future.
The above quotation is for new machines and has been obtained from Maharashtra Maha Polyplast Private Limited dated
July 21, 2025 and has a validity of 45 days.
General Specifications of the above machine
Type Four Arm Biaxial Machine
Arms 4 Straight Arms or 3 Straight Arms & 1 Offset Arm
Drive AC. Variable drive for Major & Minor Axis
Configuration Mounted on a turn table grounded on floor
Oven heating system Circular Oven, LPG Heating System, Imported Italian Burner & Auto Firing Device
Insulation Ceramic Blanket/Glass Wool on all sides
Forward & backward by electric motors controlled by limit switch
Oven movement
Max Temperature: 350 Degree controlled by Digital Temperature Control Unit
Heat circulation High CGM Re-circulation Blower
Cooling system High efficency cooling fans controlled by Panel Board with Provision of Mist Water
Safety general Safety strictly to International Standards
Oven size Cylindrical Circular Oven - 4200 MM Swing Dia & Oven Inside Size 4200 X 4200 Dept
We have not entered into definitive agreement with the vendor and there can be no assurance that the same vendor would
be engaged to eventually supply such machinery or at the same costs. The quantity of machinery to be purchased is based
on the present estimates of our management. It will take around 2-3 months to get the delivery of the machinery after
placing the order with the vendor. Our Company shall deploy ₹ 540 lakhs for purchase of above-mentioned machinery
during the FY 2025-26.
The Subsidiary Company shall have the flexibility to deploy such equipment as per our internal estimates of our
management and business requirements, which may change from time to time. For further details, see “Risk Factors”
starting from page no.26.
Any of the Promoter(s), Promoter Group, Director (s), Key managerial Personnel or Senior Managerial personal of Issuer
Company or the Subsidiary Company does not have any interest and are not related to vendor in any capacity.
87(c) Funding Working Capital Requirement
Our Company has a wholly owned subsidiary by the name of B.D. Industries (India) Private Limited. It is primarily
engaged in the business of manufacturing Plastic products for varied industries. With well-equipped facilities and a focus
on quality assurance, they provide high-quality Plastic products for various industries such as Auto, Road Safety, FMCG
etc.
The details of BDIIPL’s existing working capital gap and source of their funding based on standalone audited financials
for the Financial Year 2022-23, 2023-24 and 2024-25. These working capital gaps are certified by the Statutory Auditors,
pursuant to a certificate dated June 20, 2025.
Fiscal 2022-23 Fiscal 2023-24 Fiscal 2024-25
Particulars
(Audited) (Audited) (Audited)
Current Assets
Inventories 977 1,154 1,588
Trade Receivables 799 980 741
Other Current Assets 218 294 138
Total Current Assets 1,994 2,428 2,467
Current Liabilities
Trade Payables 1,189 1,033 958
O ther Current Liabilities 223 270 267
Total Current Liabilities 1,412 1,303 1,225
Working Capital Gap 582 1,125 1,242
Funding Pattern:
Working Capital facilities from bank 443 811 1,051
Unsecured Loan – Directors 139 314 191
Total Funding Pattern 582 1,125 1,242
Basis of estimation of working capital requirements
By entering into more geographic locations, we can increase our product portfolio and can capitalize on opportunity
created by growing demands in India. This will allow us to grow our customer and access new markets in addition to
boosting the current networks of our Company. To induce our current & prospective customers, we have to give larger
credit period to our customers and also, we have to keep sufficient inventories. Further in order to improve our profit
margins we intend to pay our suppliers with lesser credit periods. More favorable payment terms would help our company
reduce our raw material procurement costs and hence directly impact our profit margins positively. Accordingly, we need
to have access to a larger amount of liquid funds and sufficient working capital. Hence, the success in our business is
dependent on our ability to ensure we have planned and funded working capital available to ensure smooth flow of our
products.
We propose to utilize ₹ 730 lakhs of the Net Proceeds for working capital requirements. The entire amount will be utilized
during Financial Year 2025-26 towards BDIIPL’s working capital requirements. The incremental and proposed working
capital requirements, as approved by the Board pursuant to a resolution dated June 20, 2025 and key assumptions with
respect to the determination of the same are mentioned below. BDIIPL’s expected working capital requirements on
standalone basis for FY 2025-26 and the proposed funding of such working capital requirements are as set out in the table
below:
Basis of estimation of working capital requirements
(₹ in lakhs)
Sr. No. Particulars Fiscal 2025-26 (Projected)
A Current Assets:
88Sr. No. Particulars Fiscal 2025-26 (Projected)
1 Inventories 1,409
2 Trade Receivables 1,006
3 Other Current Assets 245
Total Current Assets (A) 2,660
B Current Liabilities
1 Trade Payables 999
2 Other Current Liabilities 273
Total Current Liabilities (B) 1,272
C Total Working Capital Gap (A – B) 1,388
D Funding Pattern:
1. Unsecured Loan – Directors 100
2. Owned Fund* 558
3. IPO 730
Total Funding Pattern 1,388
* The Statutory Auditors of the BDIIPL, M/s. Jagdish & Harish, Chartered Accountants, vide their certificate dated June
20, 2025 have confirmed that the BDIIPL’s Owned Funds as on March 31, 2025 aggregates to ₹ 839 lakhs.
The Statutory Auditor has, pursuant to a certificate dated June 20, 2025 certified the working capital requirements of
BDIIPL for the FY 2025-26.
Holding Period level:
FY FY FY FY
Sr.
Particulars 2022-23 2023-24 2024-25 2025-26
No.
(Audited) (Audited) (Projected) (Projected)
A. Current Assets:
1 Inventories 84 101 130 105
2 Trade Receivables 69 86 61 75
B. Current Liabilities
1 Trade Payables 159 144 132 120
Justification for holding period levels
Particulars Details
Current Assets
Inventories consist of Raw Material, Work-in Progress, Finished Goods, Stores & Spares,
Consumables and Packing Material. In Financial Year 2022-23, 2023-24 and 2024-25, our
Inventories inventory holding days were around 84 days, 101 days and 130 days respectively and hence
the Company has assumed average holding period of 105 days for the projected period i.e
for the Financial Year 2025-26.
In Financial Year 2022-23, 2023-24 and 2024-25, our trade receivables days were around
Trade Receivables 69 days, 86 days and 61 days respectively and hence the Company has assumed average
holding period of 75 days for the projected period i.e for the Financial Year 2025-26.
This includes Short-term loans & advances and other current assets. Based on Restated
Financials for Financial Year 2022-23, 2023-24 and 2024-25, these represent around 5%,
Other current assets
7% and 3% of revenue respectively and hence the Company has assumed average of 5%
for the Financial Year 2025-26.
Current Liabilities
89Particulars Details
In Financial Year 2022-23, 2023-24 and 2024-25, our trades payable were around 159 days,
144 days and 132 days respectively. In order to improve our profit margins, we intend to
Trade Payables
pay the suppliers with lesser credit periods and hence we have assumed trade payable days
of 120 days for the projected period i.e for the Financial Year 2025-26.
This includes Short-term provisions and other current liabilities. Based on Restated
Financials for Financial Year 2022-23, 2023-24 and 2024-25, these represent around 8%,
Other current liabilities
10% and 10% of purchase of inventories (including changes during the period) respectively
and hence the Company has assumed average of 9% for the Financial Year 2025-26.
4. General Corporate Purpose
Our management will have flexibility to deploy ₹[●] lakhs, aggregating to [●]% of the Gross Proceeds towards general
corporate purposes, including but not restricted to strategic initiatives, partnerships, joint ventures and strategic entity/
business acquisitions, branding, marketing, new client referral fees meeting exigencies which our Company may face in
the ordinary course of business, to renovate and refurbish certain of our existing owned/leased facilities or premises,
towards brand promotion activities or any other purposes as may be approved by our Board, subject to compliance with
the necessary provisions of the Companies Act.
Our management, in accordance with the policies of the Board, will have flexibility in utilizing any amounts for general
corporate purposes under the overall guidance and policies of our Board. The quantum of utilization of funds towards
any of the purposes will be determined by the Board, based on the amount actually available under this head and the
business requirements of our Company, from time to time.
We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose. Further, we
confirm that in terms of Regulation 230(2) of the SEBI ICDR Regulations, the extent of the Net Proceeds according to
this Red Herring Prospectus, proposed to be used for general corporate purposes, shall not exceed 15% of the amount
raised by our Company through the Issue of Equity Shares or ₹ 1,000 lakhs, whichever is less.
ISSUE RELATED EXPENSES
The total estimated Issue Expenses are ₹ [●] Lakhs, which is [●] % of the total Issue Size. The details of the Issue
Expenses are tabulated below:
(₹ in lakhs)
Sr. Amount % of Total % of Total
Particulars
No. (₹ in lakhs) * Expenses* Issue size*
1 Fees to BRLM including Underwriting fees [●] [●]% [●]%
Fees and payment to other intermediaries such as Legal
2 [●] [●]% [●]%
Advisors, Registrars and other out of pocket expenses.
3 Brokerage and selling commission (1)(2)(3)(4) [●] [●]% [●]%
4 Printing & Stationery, Distribution, Postage, etc. [●] [●]% [●]%
5 Advertisement and Marketing Expenses [●] [●]% [●]%
6 Stock Exchange Fees, Regulatory and other Expenses [●] [●]% [●]%
Total [●] [●]% [●]%
* To be incorporated in the Prospectus after finalization of the Issue Price.
1) Selling commission payable to the SCSBs on the portion for Individual Bidders and Non-Institutional Bidders, which
are directly procured by the SCSBs would be as follows:
Portion for Individual Bidders# 0.01 % of the Amount Allotted (plus GST)
Portion for Non-Institutional Bidders# 0.01 % of the Amount Allotted (plus GST)
#Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
No additional uploading/processing charges shall be payable by the Company to the SCSBs on the Bid cum Application
Forms directly procured by them. The selling commission payable to the SCSBs will be determined on the basis of the
bidding terminal ID as captured in the Bid book of BSE.
2) Processing fees payable to the SCSBs on the portion for Individual Bidders and Non-Institutional Bidders, which are
procured by the members of the Syndicate / sub-Syndicate / Registered Brokers / RTAs / CDPs and submitted to SCSBs
for blocking, would be as follows.
90Portion for Individual Bidders# ₹ 5 per valid Bid cum Application Form (plus applicable taxes)
Portion for Non-Institutional Bidders# ₹ 5 per valid Bid cum Application Form (plus applicable taxes)
Notwithstanding anything contained above the total processing fee payable under this clause will not exceed ₹1 lakh
(plus applicable taxes) and in case if the total processing fees exceeds ₹ 1 lakh (plus applicable taxes) then processing
fees will be paid on pro-rata basis.
#based on valid Bid cum Application Forms.
3) Selling commission on the portion for Individual Bidders and Non-Institutional Bidders, which are procured by
members of the Syndicate (including their sub-Syndicate members), RTAs and CDPs would be as follows:
Portion for Individual Bidders# 0.01 % of the Amount Allotted (plus GST)
Portion for Non-Institutional Bidders# 0.01 % of the Amount Allotted (plus GST)
#Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
4) Uploading charges payable to Members of the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs
on the applications made by IIBs using 3-in-1 accounts and Non-Institutional Bidders which are procured by them and
submitted to SCSB for blocking or using 3-in- 1 accounts, would be as follows: ₹5 plus applicable taxes, per valid
application bid by the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs.
Bidding charges payable to the Registered Brokers, CRTAs/ CDPs on the portion for RIBs and Non-Institutional
Bidders which are directly procured by the Registered Brokers or CRTAs or CDPs and submitted to SCSB for
processing, would be as follows:
Portion for Individual Bidders# ₹ 5 per valid Bid cum Application Form (plus applicable taxes)
Portion for Non-Institutional Bidders# ₹ 5 per valid Bid cum Application Form (plus applicable taxes)
Notwithstanding anything contained above the total processing fee payable under this clause will not exceed ₹1 lakh
(plus applicable taxes) and in case if the total processing fees exceeds ₹ 1 lakh (plus applicable taxes) then processing
fees will be paid on pro-rata basis.
#based on valid Bid cum Application Forms.
The Selling Commission payable to the Syndicate/ Sub-Syndicate Members will be determined on the basis of the
application form number/ series, provided that the application is also bid by the respective Syndicate/ Sub-Syndicate
Member. For clarification, if a Syndicate ASBA application on the application form number/ series of a Syndicate/ Sub-
Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate/ Sub-
Syndicate Member. Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members),
CRTAs and CDPs on the portion for IIBs and Non-Institutional Bidders which are procured by them and submitted to
SCSB for blocking, would be as follows: ₹ 5 plus applicable taxes, per valid application bid by the Syndicate (including
their sub-Syndicate Members), CRTAs and CDPs.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022; applications made using the
ASBA facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts
of investors (all categories). Accordingly, Syndicate / Sub-Syndicate Member shall not be able to accept Bid cum
Application Form above ₹500,000 and the same Bid cum Application Form need to be submitted to SCSB for blocking
of the fund and uploading on the exchange bidding platform. To identify bids submitted by Syndicate / Sub-Syndicate
Member to SCSB a special Bid cum Application Form with a heading / watermark “Syndicate ASBA” may be used by
Syndicate / Sub-Syndicate Member along with SM code & Broker code mentioned on the Bid cum Application Form to
be eligible for brokerage on Allotment. However, such special forms, if used for IIB Bids and NIB Bids up to ₹500,000
will not be eligible for brokerage.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs)only after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/570 dated June 2, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the SCSBs
shall be made in compliance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April20, 2022and SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
The Issue expenses shall be payable within 30 working days post the date of receipt of the final invoice from the respective
Intermediaries by our Company.
91Appraisal and Bridge Loans
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Red Herring
Prospectus, which are proposed to be repaid from the Net Proceeds.
Year wise Deployment of Funds / Schedule of Implementation
As on the date of this Red Herring Prospectus, no funds have been deployed on these objects. The entire Issue size is
proposed to be deployed in the Financial Year 2025-26.
Monitoring of Utilization of Funds
Since the proceeds from the Issue do not exceed ₹ 5,000 lakhs, in terms of Regulation 262 of the SEBI ICDR regulations,
our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our Board and Audit
Committee will monitor the utilisation of the proceeds of the Issue. 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 unutilised Net Proceeds in the balance sheet of our
Company for the relevant fiscals subsequent to receipt of listing and trading approvals from the Stock Exchange.
Further since we are not required to appoint monitoring agency and our Objects of the Issue includes Working Capital
of more than ₹ 500 lakhs, in term of Regulation 262(5) and 262(6), we shall submit certificates by our Statutory Auditor
to BSE Limited (Stock Exchange) while filing the half yearly financial results, for utilization of money raised through
the public issue as well as for use of funds as working capital in the same format as disclosed in the offer document,
till the proceeds raised for the said object are fully utilized.
Pursuant to the SEBI Listing Regulations, our Company shall disclose to the Audit Committee of the Board of Directors
the uses and applications of the Net Proceeds. Our Company shall prepare a statement of funds utilised for purposes other
than those stated in this Red Herring Prospectus and place it before the Audit Committee of the Board of Directors, as
required under applicable law. Such disclosure shall be made only until such time that all the Net Proceeds have been
utilised in full. The statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with
the Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchange on a half yearly
basis, a statement indicating (i) deviations, if any, in the utilisation of the proceeds of the Issue from the objects of the
Issue as stated above; and (ii) details of category wise variations in the utilisation of the proceeds from the Issue from the
objects of the Issue as stated above.
Interim Use of Funds
Pending utilization of the Net Proceeds for the purposes described above, our Company will deposit the Net Proceeds
with scheduled commercial banks included in schedule II of the RBI Act. Our Company confirms that it shall not use the
Net Proceeds for buying, trading or otherwise dealing in shares of any listed company or for any investment in the equity
markets.
Variation in Objects
In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the Issue without
our Company being authorised 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 shall specify the prescribed details as required
under the Companies Act. The notice in respect of such resolution to Shareholders shall simultaneously be published in
the newspapers, one in English and one in regional language of the jurisdiction where our Registered Office is situated.
In term of Regulation 281A, the Shareholders who do not agree to the above stated proposal, our Promoter or controlling
Shareholders will be required to provide an exit opportunity to such dissenting Shareholders, at a price as may be
prescribed by SEBI, in this regard.
Other Confirmations / Payment to Promoter and Promoter’s Group from the IPO Proceeds
There are no anticipated transactions in relation to utilization of Net Proceeds with our Promoters, Promoter Group
Directors and Key Managerial Personnel. No part of the Net Proceeds will be paid by our Company as consideration to
our Promoter, Promoter Group our Board of Directors, our Key Management Personnel or Enterprise in which our KMP’s
has significant influence except in the normal course of business in compliance with applicable law.
92BASIS OF ISSUE PRICE
The Price Band, Floor Price and Issue Price will be determined by our Company in consultation with the Book Running
Lead Manager, on the basis of assessment of market demand for the Equity Shares offered through the Book Building
Process and on the basis of the quantitative and qualitative factors described below. Investors should read the following
basis with the sections titled “Risk Factors”, “Financial Information” and the chapter titled “Our Business” beginning
on page nos. 26, 159 and 107 respectively, of this Red Herring Prospectus to get a more informed view before making
any investment decisions. The trading price of the Equity Shares of Our Company could decline due to these risk factors
and you may lose all or part of your investments.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for the Issue Price are:
1. Experienced Management team
2. Quality Assurance
3. Long Standing Relations
4. Well Established Manufacturing Set up
5. Scalable Business Model
6. Diversified Product mix with Strong focus on value added products
For more details on qualitative factors, refer to chapter “Our Business” on page no 107 of this Red Herring Prospectus.
Quantitative Factors
The information presented in this section is derived from our Restated Financial Statements. For more details on financial
information, investors please refer the chapter titled “Financial Statements as Restated” on page no. 159 of this Red
Herring Prospectus.
Investors should evaluate our Company taking into consideration its earnings and based on its growth strategy. Some of
the quantitative factors which may form the basis for computing the price are as follows:
1. Basic and Diluted Earnings / Loss Per Share (“EPS”)
Basic & Diluted (Based on equivalent weighted avg. shares)
Year ended March 31,
EPS (in ₹) Weights
2025 7.60 3
2024 3.18 2
2023 1.49 1
Weighted Average 5.11
Notes:
a. Basic EPS has been calculated as per the following formula:
Net profit/ (loss) as restated,attributable to Equity Shareholders
Basic EPS (₹) =
Weighted average number of Equity Shares outstanding during the year/period
b. Diluted EPS has been calculated as per the following formula
Net profit/ (loss) as restated,attributable to Equity Shareholders
Diluted EPS (₹) =
Diluted Weighted average number of Equity Shares outstanding during the year/period
c. Basic and Diluted EPS calculations are in accordance with Accounting Standard 20 “Earnings per Share”, notified
under section 133 of Companies Act, 2013 read together with paragraph 7 of Companies (Accounting) Rules, 2014.
d. The above statement should be read in conjunction with Significant Accounting Policies and Notes to Restated
Financial Statements as appearing in “Annexure IV & V - Financial Information” beginning on page no. 159 Red
Herring Prospectus.
2. Price Earnings Ratio (“P/E”) in relation to price band of ₹ [●] to ₹ [●] per Equity Share of face value of ₹ 10
each
93P/E at the lower end P/E at the higher end
Particulars
of the Price Band of the Price Band
Based on basic and diluted EPS for Fiscal 2025 [●] [●]
Industry P/E ratio
Particulars P/E
Highest 97.1
Lowest 12
Industry Average 46.4
Notes: The industry high, low and average has been considered from the Capital Market, Volume XXXX/
12/40STPDTO12 Jul 21 – Aug 03, 2025. Industry “Plastic Products”).
3. Return on Net worth (RoNW)
Year ended March 31, RoNW (%) Weight
2025 35.97% 3
2024 23.49% 2
2023 14.41% 1
Weighted Average 28.22%
Note: Return on Net worth has been calculated as per the following formula:
Net profit/loss after tax,as restated
RoNW =
Net worth excluding preference share capital and revaluation reserve
4. Net Asset Value (NAV)
Financial Year NAV (₹)
NAV as at March 31, 2025 21.12
NAV after Issue
- At Floor Price [●]
- At Cap Price [●]
Issue Price [●]
Note: Net Asset Value has been calculated as per the following formula:
Net worth excluding preference share capital and revaluation reserve
NAV =
Outstanding number of Equity shares at the end of the year
5. Key Performance Indicators
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated June 20, 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 years period prior to the date of filing of this DRHP. Further, the KPIs
herein have been certified by M/s. Jagdish & Harish, Statutory Auditor, by their certificate dated June 20, 2025. For
further details, please refer to the sections entitled “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 107 and 191 respectively.
Consolidated Standalone
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations 8,237.85 5,425.02 5,461.30
EBITDA (1) 1,558.26 578.95 321.40
EBITDA Margin (%) (2) 18.92% 10.67% 5.89%
Restated profit for the period / year 760.54 318.00 149.22
Restated profit for the period / year Margin (%) (3) 9.23% 5.86% 2.73%
94Consolidated Standalone
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Return on Equity ("RoE”) (%) (4) 43.86% 26.62% 15.53%
Return on Capital Employed ("RoCE”) (%) (5) 43.50% 35.13% 24.52%
Net Debt / EBITDA Ratio (6) 1.30 0.71 0.29
Notes:
(1) EBITDA is calculated as restated profit for the year plus tax expense plus depreciation and amortization plus finance
costs plus exceptional items.
(2) EBITDA Margin is calculated as EBITDA divided by revenue from operations.
(3) Restated profit for the year margin is calculated as restated profit for the period / year divided by revenue from
operations.
(4) RoE is calculated as Net profit after tax divided by Average Equity.
(5) RoCE is calculated as Earnings before interest and taxes (EBIT) divided by Capital Employed.
(6) Net Debt/ EBITDA is calculated as Net debt divided by EBITDA.
We shall continue to disclose these KPIs, on a half yearly basis, for a duration that is at least the later of (i) two years
after the listing date; and (ii) the utilization of the issue proceeds disclosed in the objects of the issue section of the Red
Herring Prospectus. We confirm that the ongoing KPIs would be certified by the statutory auditor of our Company.
Explanation for the Key Performance Indicators
Revenue from operations: Revenue from operations represents the total turnover of the business as well as provides
information regarding the year over year growth of our Company.
EBITDA: EBITDA is calculated as Restated profit / loss for the period plus tax expense plus depreciation and
amortization plus finance costs and any exceptional items. EBITDA provides information regarding the operational
efficiency of the business of our Company.
EBITDA margin: EBITDA Margin the percentage of EBITDA divided by revenue from operations and is an indicator
of the operational profitability of our business before interest, depreciation, amortization, and taxes.
Restated profit for the period / year: Restated profit for the period / year represents the profit / loss that our Company
makes for the financial year or during a given period. It provides information regarding the profitability of the business
of our Company.
Restated profit for the period / year margin: Restated profit for the period / year Margin is the ratio of Restated profit
for the period / year to the total revenue of the Company. It provides information regarding the profitability of the
business of our Company as well as to compare against the historical performance of our business.
Return on Equity (“RoE”): RoE refers to Restated profit for the period / year divided by closing Equity for the period.
Equity is calculated as equity at ending of the period. RoE is an indicator of our Company’s efficiency as it measures
our Company’s profitability. RoE is indicative of the profit generation by our Company against the equity contribution.
Return on Capital Employed (“RoCE”): RoCE is calculated as Earnings before interest and taxes (EBIT) divided by
Capital Employed by the Company for the period. RoCE is an indicator of our Company’s efficiency as it measures our
Company’s profitability. RoCE is indicative of the profit generation by our Company against the capital employed.
Net Debt/ EBITDA: Net Debt to EBITDA is a measurement of leverage, calculated as a company's interest-bearing
liabilities minus cash or cash equivalents, divided by its EBITDA. It shows how many years it would take for a company
to pay back its debt if net debt and EBITDA are held constant.
956. Set forth below are the details of comparison of key performance of indicators with our listed industry peer:
For the period ended March 31, 2025
Particulars B. D. Industries Time Technoplast
Nilkamal Limited
(Pune) Limited(a) Limited
Revenue from Operations 8,237.85 3,31,276.06 5,45,704
EBITDA 1,558.26 29,403.76 79,022
EBITDA Margin (%) 18.92% 8.88% 14.48%
Restated profit for the year 760.54 10,680.53 39,445
Restated profit for the year Margin (%) 9.23% 3.22% 7.23%
Return on Equity ("RoE”) (%) 43.86% 7.18% 13.32%
Return on Capital Employed ("RoCE”) (%) 43.50% 10.10% 18.09%
Net Debt / EBITDA Ratio 1.30 0.79 0.59
7. Past Transfer(s) / Allotment(s)
a. There has been no issuance of Equity Shares or convertible securities, (excluding the shares issued under issuance
of bonus shares), 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-
Issue capital before such transaction(s)), in a single transaction or multiple transactions.
b. There have been no secondary sales / acquisitions of Equity Shares or any convertible securities, excluding the
shares acquired / sold via gift deed, (where promoter / promoter group entities or shareholder(s) having the right to
nominate director(s) in the Board of the Issuer Company are a party to the transaction) equivalent to or exceeding
5% of the fully diluted paid-up share capital of the Company(calculated based on the Pre-Issue capital before such
transaction(s)), whether in a single transaction or a group of transactions during the 18 months preceding the date
of this Red Herring Prospectus.
c. Further we had not undertaken any primary / new issuance of Equity Shares or any convertible securities during the
period of preceding three years from the date of this Red Herring Prospectus except for issuance of equity shares
on bonus issue as disclosed in the section entitled “Capital Structure” on page 71 of this Red Herring Prospectus
and there have been no secondary sales / acquisitions of Equity Shares or any convertible securities (where promoter
/ promoter group entities or shareholder(s) having the right to nominate director(s) in the Board of the Issuer
Company are a party to the transaction) during the period of preceding 3 years from the date of this Red Herring
Prospectus, excluding the shares acquired / sold via gift deed, as disclosed in the section entitled “Capital Structure”
on page 71 of this Red Herring Prospectus.
Weighted average cost of acquisition (“WACA”), IPO Floor Price and Cap Price
Since there are no such transaction to report to under (a), (b) and (c) above, comparison of Weighted Average Cost of
Acquisition (WACA) with IPO Floor Price & Cap Price is not possible.
Past Transactions WACA IPO Floor Price - [●] IPO Cap Price - [●]
WACA of Primary issuance* NIL NA NA
WACA of Secondary transactions** NIL NA NA
* Excluding the shares issued under issuance of bonus shares
** Excluding the shares acquired / sold for minimum requirement of 7 shareholders at the time of conversion from
Private Limited to Public Limited.
8. Comparison with Industry Peers
Peer Group Comparison of Accounting Ratios:
96EPS (₹) PE Ratio Revenue
NAV
Face from
Particular RON per
CMP* Dilute valu Operation
s Basic Basic Diluted W (%) share
d e (₹) s (₹in
(₹)
Lakhs)
B. D.
Industries 35.97 10.0
[●] 7.60 7.60 [●] [●] 21.12 8,237.85
(Pune) % 0
Limited
Peer
Group **
Nilkamal 997.4 10.0 3,31,276.0
1,785.95 71.32 71.32 25.04 25.04 7.18%
Limited# 8 0 6
Time
13.32 130.5
Technoplas 443.60 17.1 17.1 25.94 25.94 1.00 5,45,704
% 3
t Limited#
Supreme
16.98 445.6
Industries 4,392.30 75.64 75.64 58.07 58.07 2.00 10,44,625
% 1
Limited#
* CMP for our Company shall be considered as Issue Price
**Source: www.bseindia.com.
Notes:
(i) All the financial information is based on the Restated Financial Statements for the year ended March 31, 2025
(on Consolidated basis).
(ii) All the financial information for listed industry peer mentioned above are on a Consolidated basis sourced from
the Annual Reports/Information of the peer company submitted to stock exchanges for the year ended March
31, 2025.
(iii) Current Market Price (CMP) is the Closing Price of Peer Group Scripts as on June 30, 2025.
(iv) Considering the nature and size of business of the Company, the peers are not strictly comparable. However,
above Companies have been included for broad comparison.
9. The Company in consultation with the Book Running Lead Manager believes that the Issue price of ₹ [●] per share
for the Public Issue is justified in view of the above parameters. The investors may also want to peruse the Risk
Factors and Financials of the Company including important profitability and return ratios, as set out in the Financial
Statements included in this Red Herring Prospectus to have more informed view about the investment proposition.
The Face value of the Equity Shares is ₹ 10 per share and the Issue Price is [●] times of the face value i.e. ₹ [●] per
share.
97STATEMENT OF TAX BENEFITS
To,
The Board of Directors,
B. D. Industries (Pune) Limited
(formerly known as B. D. Industries (Pune) Private Limited)
15th Flr, 1501-B, Universal Majestic, PL Lokhande Marg,
G M Link Road, Nr. R B K International School,
Mumbai City, Govandi West, Mumbai, Maharashtra - 400043
Dear Sirs,
Sub: Statement of Possible Special Tax Benefits available to B. D. Industries (Pune) Limited, its Subsidiary and
its shareholders prepared in accordance with Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“SEBI Regulations”) and the Companies Act, 2013, as amended (the
“Act”).
We hereby report that the accompanying Statement states the possible special tax benefits available to the Company, its
subsidiary and shareholders of the Company (here in after referred to as “the Statement”) under the Income Tax Act,
1961 (read with Income Tax Rules, circulars, notifications) presently in force in India (together referred to as the “Direct
Tax Laws”), the Goods and Service Tax laws & Customs Act, 1962 (read with rules, circulars, notifications) presently
in force in India (together referred to as the “Indirect Tax Laws”).
These possible special tax benefits are dependent on the Company, its subsidiary and the Company’s shareholders
fulfilling the conditions prescribed under relevant Direct Tax Laws, Indirect Tax Laws and other laws. Hence, the ability
of the Company, its subsidiary or the Company’s shareholders to derive these possible special 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, its subsidiary or the Company’s shareholders may or may not choose to fulfill. The Company
has one wholly owned subsidiary as on date of the Red Herring Prospectus/ Prospectus.
The benefits discussed in the enclosed Statement are not exhaustive and only cover the possible special direct and indirect
tax benefits available to the Company, its subsidiary and the Company’s shareholders. The Statement is neither designed
nor intended to be a substitute for professional tax advice and each investor is advised to consult his or her own tax
consultant with respect to the specific tax implications arising out of their participation in the proposed initial public
offering of equity shares of the Company.
We do not express any opinion or provide any assurance as to whether:
a) the Company, its subsidiary or its shareholders will continue to obtain these possible special tax benefits in future;
or
b) the conditions prescribed for availing the possible special tax benefits, where applicable, have been/would be met
with; and
The contents of this Statement are based on the information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company.
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 change from time to time. We do not
assume responsibility to update the views consequent to such changes.
We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes
(Revised 2016)” (“Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note
requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants
of India.
98We hereby give consent to include this Statement in the Red Herring Prospectus/ Prospectus in connection with the
proposed initial public offering of the Company.
Yours faithfully,
For M/s. Jagdish & Harish
Chartered Accountants
Firm's Registration No.: 120028W
Sd/-
Harish D Shetty
Partner
Membership No. 108210
Date: June 20, 2025
Place: Mumbai
UDIN: 25108210BMGPON4592
99Annexure to the Statement of Tax Benefits
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY, ITS
SUBSIDIARY AND COMPANY’S SHAREHOLDERS.
Outlined below are the possible special tax benefits available to B. D. Industries (Pune) Limited (“the Company”),
B.D. Industries (India) Private Limited and to its Shareholders under the Direct and Indirect Tax Laws in force in
India.
A. SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY
There are no special Direct and Indirect tax benefits available to the Company as applicable in India.
B. SPECIAL TAX BENEFITS AVAILABLE TO THE SUBSIDIARY OF THE COMPANY
The Subsidiary Company (“B.D. Industries (India) Private Limited”) is not entitled to any special tax benefits under the
Direct and Indirect Tax Laws, as applicable in India.
C. SPECIAL TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY
There are no special Direct and Indirect Tax benefits available to the Shareholders of the Company as applicable in India.
100SECTION VI – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
GLOBAL ECONOMY OVERVIEW
Global growth is projected at 3.3 percent both in 2025 and 2026, below the historical (2000–19) average of 3.7 percent.
The forecast for 2025 is broadly unchanged from that in the October 2024 World Economic Outlook (WEO), primarily
on account of an upward revision in the United States offsetting downward revisions in other major economies. Global
headline inflation is expected to decline to 4.2 percent in 2025 and to 3.5 percent in 2026, converging back to target
earlier in advanced economies than in emerging market and developing economies.
Medium-term risks to the baseline are tilted to the downside, while the near-term outlook is characterized by divergent
risks. Upside risks could lift already-robust growth in the United States in the short run, whereas risks in other countries
are on the downside amid elevated policy uncertainty. Policy-generated disruptions to the ongoing disinflation process
could interrupt the pivot to easing monetary policy, with implications for fiscal sustainability and financial stability.
Managing these risks requires a keen policy focus on balancing trade-offs between inflation and real activity, rebuilding
buffers, and lifting medium-term growth prospects through stepped-up structural reforms as well as stronger multilateral
rules and cooperation.
Forces Shaping the Outlook
The The global economy is holding steady, although the degree of grip varies widely across countries. Global GDP
growth in the third quarter of 2024 was 0.1 percentage point below that predicted in the October 2024 WEO, after
disappointing data releases in some Asian and European economies. Growth in China, at 4.7 percent in year-over-year
terms, was below expectations. Faster-than-expected net export growth only partly offset a faster-than-expected
slowdown in consumption amid delayed stabilization in the property market and persistently low consumer confidence.
Growth in India also slowed more than expected, led by a sharper-than-expected deceleration in industrial activity.
Growth continued to be subdued in the euro area (with Germany’s performance lagging that of other euro area countries),
largely reflecting continued weakness in manufacturing and goods exports even as consumption picked up in line with
the recovery in real incomes. In Japan, output contracted mildly owing to temporary supply disruptions. By contrast,
momentum in the United States remained robust, with the economy expanding at a rate of 2.7 percent in year-over-year
terms in the third quarter, powered by strong consumption.
Global disinflation continues, but there are signs that progress is stalling in some countries and that elevated inflation is
persistent in a few cases. The global median of sequential core inflation has been just slightly above 2 percent for the past
few months. Nominal wage growth is showing signs of moderation, alongside indications of continuing normalization in
labor markets. Although core goods price inflation has fallen back to or below trend, services price inflation is still
running above pre–COVID-19 averages in many economies, most notably the United States and the euro area. Pockets
of elevated inflation, reflecting a range of idiosyncratic factors, also persist in some emerging market and developing
economies in Europe and Latin America.
Where inflation is proving more sticky, central banks are moving more cautiously in the easing cycle while keeping a
close eye on activity and labor market indicators as well as exchange rate movements. A few central banks are raising
rates, marking a point of divergence in monetary policy.
Global financial conditions remain largely accommodative, again with some differentiation across jurisdictions (see Box
1). Equities in advanced economies have rallied on expectations of more business-friendly policies in the United States.
In emerging market and developing economies, equity valuations have been more subdued, and a broad-based
strengthening of the US dollar, driven primarily by expectations of new tariffs and higher interest rates in the United
States, has kept financial conditions tighter.
Economic policy uncertainty has increased sharply, especially on the trade and fiscal fronts, with some differentiation
across countries (Figure 1). Expectations of policy shifts under newly elected governments in 2024 have shaped financial
market pricing in recent months. Bouts of political instability in some Asian and European countries have rattled markets
and injected additional uncertainty regarding stalled progress on fiscal and structural policies. Geopolitical tensions,
including those in the Middle East, and global trade frictions remain elevated.
101Risks to the Outlook
In the medium term, the balance of risks to the outlook is tilted to the downside, with global growth poised to be lower
than its 2025–26 average and five-year-ahead forecasts at about 3 percent. Near-term risks, in contrast, could reinforce
divergences across countries: they are tilted to the upside in the United States, whereas downside risks prevail in most
other economies amid elevated policy uncertainty and headwinds from ongoing adjustments (in particular, energy in
Europe and real estate in China).
Policy Priorities
Against the backdrop of elevated uncertainty, policies need to rein in short-term risks and rebuild buffers while pushing
ahead efforts to lift medium-term growth prospects.
Monetary policy should ensure that price stability is restored while supporting activity and employment. In economies in
which inflationary pressures are proving persistent and the risk of upside surprises is on the rise, a restrictive stance will
need to be maintained until evidence is clearer that the underlying inflation is sustainably returning to target. In economies
in which activity is cooling fast and inflation is on track to durably go back to target, a less restrictive
stance is justified.
In either case, fiscal policy should consolidate to put public debt on a sustainable path and restore the space needed for
more agile responses. The consolidation path needs to be carefully calibrated to the conditions a particular economy is
facing. It should be sizable yet gradual to avoid hurting economic activity, clearly communicated to avoid disruptions in
debt markets, and credible to achieve long-lasting results. Adopting a growth-friendly approach and mitigating the
adverse impacts on poor individuals could help preserve the economy’s potential and maintain public support.
The divergent paths of monetary policy across countries could generate significant movements in exchange rates and
capital flows. As laid out in the IMF’s Integrated Policy Framework, adjusting policy rates and allowing exchange rate
flexibility are advisable for countries with deep foreign exchange markets and low levels of foreign-currency debt. For
those with shallow foreign exchange markets and substantial amounts of foreign-currency debt, temporary foreign
exchange interventions (provided that foreign reserves are adequate and used prudently), capital flow management
measures, macroprudential policies, or some combination of the three could, in some cases, accompany appropriately set
monetary and fiscal policies to preserve macro financial stability.
Beyond the near term, decisive policy action is needed to enhance economic dynamism, boost the supply side, and counter
the rising risks to the already-dim medium-term growth prospects. Targeted reforms in labor markets, competition, health
care, education, and digitalization can revive productivity growth and attract capital. Active communication to build
consensus and continuous engagement with key stakeholders could help policymakers design and effectively implement
measures that consider the distributional impact of reform (see Chapter 3 of the
October 2024 WEO).
Last but not least, multilateral cooperation is vital in containing fragmentation, sustaining growth and stability, and
addressing global challenges. Trade policies should be consistent with the legal framework of the World Trade
102Organization (WTO), as well as being clear and transparent, to reduce uncertainty, lower volatility in markets, and
mitigate distortions. Priorities should be given to restoring a fully and well-functioning WTO dispute settlement system,
levelling the playing field, and achieving clarity and coherence of the desire among countries for greater resilience within
the rules-based multilateral trading system.
(Source: www.imf.org/en/Publications/WEO/Issues/2025/01/17/world-economic-outlook-update-january-2025)
INDIAN ECONOMY OVERVIEW
Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy
after it recovered from the COVID-19 pandemic shock. Nominal GDP or GDP at Current Prices for Q1 2024-25 is
estimated at Rs. 77.31 lakh crores (US$ 928.9 billion) with growth rate of 9.7%, compared to the growth of 8.5% for Q1
2023-24. The growth in nominal GDP during 2023-24 is estimated at 9.6% as compared to 14.2% in 2022-23. Strong
domestic demand for consumption and investment, along with Government’s continued emphasis on capital expenditure
are seen as among the key driver of the GDP in the second half of FY24. During the period April-September 2025, India’s
exports stood at US$ 211.46 billion, with Engineering Goods (26.57%), Petroleum Products (16.51%) and electronic
goods (7.39%) being the top three exported commodity. Rising employment and increasing private consumption,
supported by rising consumer sentiment, will support GDP growth in the coming months.
Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy,
the streamlined tax system with low rates, a thorough assessment and rationalization of the tariff structure, and the
digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is
set to increase growth multipliers. The contact-based services sector has demonstrated promise to boost growth by
unleashing the pent-up demand. The sector's success is being captured by a number of HFIs (High-Frequency Indicators)
that are performing well, indicating the beginnings of a comeback.
India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic
powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.
Real GDP or GDP at Constant (2011-12) Prices for the period Q1 2024-25 is estimated at Rs. 43.64 lakh crore (US$ 524
billion), against the First Revised Estimates (FRE) of GDP for the year Q1 2023-24 of Rs. 40.91 lakh crore (US$ 491
million). The growth in real GDP during 2023-24 is estimated at 8.2% as compared to 7.0% in 2022-23. There are 113
unicorn startups in India, with a combined valuation of over US$ 350 billion. As many as 14 tech startups are expected
to list in 2024 Fintech sector poised to generate the largest number of future unicorns in India. With India presently has
the third-largest unicorn base in the world. The government is also focusing on renewable sources by achieving 40% of
its energy from non-fossil sources by 2030. India is committed to achieving the country's ambition of Net Zero Emissions
by 2070 through a five-pronged strategy, ‘Panchamrit’. Moreover, India ranked 3rd in the renewable energy country
attractive index.
103According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90 million
non-farm jobs between 2023 to 2030 in order to increase productivity and economic growth. The net employment rate
needs to grow by 1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between same time periods. India’s
current account deficit (CAD) narrowed to 0.7% of GDP in FY24. The CAD stood at US$ 9.7 billion for the Q1 2024-
25 from US$ 8.9 billion in Q1 2023-24 or 1.1% of GDP. This was largely due to decrease in merchandise trade deficit.
Exports fared remarkably well during the pandemic and aided recovery when all other growth engines were losing steam
in terms of their contribution to GDP. Going forward, the contribution of merchandise exports may waver as several of
India’s trade partners witness an economic slowdown. According to Minister of Commerce and Industry, Consumer
Affairs, Food and Public Distribution and Textiles Mr. Piyush Goyal, Indian exports are expected to reach US$ 1 trillion
by 2030.
Road Ahead
In the second quarter of FY24, the growth momentum of the first quarter was sustained, and high-frequency indicators
(HFIs) performed well in July and August of 2023. India's comparatively strong position in the external sector reflects
the country's positive outlook for economic growth and rising employment rates. India ranked 5th in foreign direct
investment inflows among the developed and developing nations listed for the first quarter of 2022.
India's economic story during the first half of the current financial year highlighted the unwavering support the
government gave to its capital expenditure, which, in 2023-24, stood 37.4% higher than the same period last year. In the
budget of 2024-25, capital expenditure took lead by steeply increasing the capital expenditure outlay by 17.1 % to Rs.11
lakh crore (US$ 133.51 billion) over Rs. 9.48 lakh crore (US$ 113.91 billion) in 2023-24. Stronger revenue generation
because of improved tax compliance, increased profitability of the company, and increasing economic activity also
contributed to rising capital spending levels.
Since India’s resilient growth despite the global pandemic, India's exports climbed at the second-highest rate with a year-
over-year (YoY) growth of 8.39% in merchandise exports and a 29.82% growth in service exports till April 2023. With
a reduction in port congestion, supply networks are being restored. The CPI-C inflation reduction from June 2022 already
reflects the impact. In September 2023 (Provisional), CPI-C inflation was 5.02%, down from 7.01% in June 2022. With
a proactive set of administrative actions by the government, flexible monetary policy, and a softening of global
commodity prices and supply-chain bottlenecks, inflationary pressures in India look to be on the decline overall.
(Source: https://www.ibef.org/economy/indian-economy-overview )
GLOBAL PLASTIC MARKET
Plastics comprise a diverse group of synthetic organic polymers that form an integral and ubiquitous component of the
operation of modern society. Since the mass production of plastic products began in the 1940s, the amount of plastic
being manufactured has increased considerably, with the global plastic market valued at 712 billion U.S. dollars in 2023
and expected to experience considerable growth over the next decade. Some of the key players within the plastics industry
include ExxonMobil, Sinopec, and LyondellBasell.
Plastic Production
Annual global plastic production reached a high of 390.7 million metric tons in 2021, having experienced a compound
annual growth rate (CAGR) of 5.8 percent since 2009. In recent years, China has emerged as the leading producer of
plastics, accounting for roughly 32 percent of global production. Despite the economic impacts of the pandemic,
the production of plastic products in China has consistently produced around seven million metric tons of plastic products
every month. In comparison, plastic production in Europe experienced a decline in 2020 before once again experiencing
an increase to 57.2 million metric tons in 2021. North America (NAFTA) is the second-largest producer, with plastic
production in the United States amounting to approximately 56.9 million metric tons in 2022.
Plastics are versatile materials that are used in a wide range of products and applications. However, not all plastics are
the same. There are approximately seven broader types of plastic that are produced and consumed in large quantities:
polyethylene terephthalate (PET), high-density polyethylene (HDPE), polyvinyl chloride (PVC), low-density
polyethylene (LDPE), polypropylene (PP), polystyrene/Styrofoam (PS), and miscellaneous plastics. Among them,
polypropylene (PP) stands out with a production volume of 75.40 million metric tons in 2020, projected to reach 107.20
104million metric tons by 2050. PP is a versatile plastic widely used in various industries, including automotive, packaging,
textiles, and household goods. Its exceptional combination of properties, such as durability, chemical resistance, and
thermal stability, makes it suitable for applications such as automotive parts, food packaging, and consumer products.
Plastic demand continues to grow
Whilst the prospect of ecological harm resulting from the careless disposal of plastic constitutes one of the most widely
discussed anthropogenic environmental issues of our time, plastic remains a hugely important commodity that is used in
virtually all aspects of modern daily life. Thus, plastic demand is set to continue growing for the foreseeable future, with
production set to reach 589 million metric tons in 2050. The demand for eco-friendly solutions such as sustainable plastic
packaging is also expected to experience growth. However, COVID-19 has had an impact on sustainability goals within
the industry. Hygiene concerns have resulted in a substantial rise in the demand for single-use plastic products such as
gloves and face masks, with some cities having to temporarily reverse bans on these items.
(Source: https://www.statista.com/topics/5266/plastics-industry/#topicOverview )
INDIAN PLASTIC MARKET
Introduction
The Indian plastic industry is one of the leading sectors in the country’s economy. The history of the plastic industry in
India dates back to 1957 with the production of polystyrene. Since then, the industry has made substantial progress and
has grown rapidly. The industry is present across the country and has more than 2,500 exporters. It employs more than 4
million people in the country and constitutes 30,000 processing units; among these, 85-90% belong to small and medium
enterprises. India manufactures various products such as plastics and linoleum, houseware products, cordage, fishnets,
floor coverings, medical items, packaging items, plastic films, pipes, raw materials, etc. The country majorly exports
plastic raw materials, films, sheets, woven sacks, fabrics, and tarpaulin. The Government of India intends to take the
plastic industry from a current level of Rs. 3 lakh crore (US$ 37.8 billion) of economic activity to Rs. 10 lakh crore (US$
126 billion) in 4-5 years.
10 Plastic Parks have been approved in the country by The Department of Chemicals and Petrochemicals. Among these,
six plastic parks have received final approval from the following states – Madhya Pradesh (two parks), Assam (one park),
Tamil Nadu (one park), Odisha (one park), and Jharkhand (one park). These parks are intended to boost employment and
attain environmentally sustainable growth.
105Export trend
In FY25 (Until June 2024), India’s plastic exports stood at US$ 2.93 billion. During this period, the exports of plastic
films & sheets, FIBC woven sacks woven fabrics & tarpaulin and Packaging items – flexible rigid grew by 24.9%, 11.9%,
and 10.4%, respectively, over the same period last year.
The cumulative exports of plastics and related materials during 2022-23 were valued at US$ 11.96 billion. This was a
10.4% decrease from the 2021-22 exports valued at US$ 13.35 billion. Plastic raw materials were the largest exported
category and constituted 27.76% of the total exports in 2022-23; it recorded a growth of 21.5% over the previous year.
Plastic films and sheets were the second largest category, comprising 15.13% of the total exports, but declined by 10.6%
over the previous year.
In June 2024, the exports of plastics and linoleum from India were valued at US$ 980.8 million. During the same period,
medical items of plastics; FRP & composites; packaging items; cordage fishnets & monofilaments and floorcoverings,
leathercloth, & laminates recorded strong growth. The cumulative exports for April-June 2025 increase by 5.4% year-
on-year (YoY) to US$ 2.93 billion.
Government Initiatives
The Plastic Export Promotion Council (PLEXCONCIL) has set a target to increase the plastic exports of the country to
US$ 25 billion by 2027. There are multiple plastic parks that are being set up in the country in a phased manner that will
help improve the plastic manufacturing outputs of the country. Under the plastic park schemes, the Government of India
provides funds of up to 50% of the project costs or a ceiling cost of Rs. 40 crore (US$ 5 million) per project.
Government initiatives like “Digital India”, “Make in India”, and “Skill India” will also boost India’s Plastic industry.
For instance, under the “Digital India” program, the government aims to reduce the import dependence on products from
other countries, which will lift the local plastic part manufacturers.
The government also launched a program for building Centres of Excellence (CoEs) to develop the existing petrochemical
technology and promote the research environment pertaining to the sector in the country. This will aid in promoting and
developing new applications of polymers and plastics in the country. Additionally, about 23 Central Institute of Plastics
Engineering & Technology (CIPET) have been approved to accelerate financial and technological collaboration for
promoting skills in the chemicals and petrochemicals sector.
(Sources: https://www.ibef.org/exports/plastic-industry-india )
106OUR BUSINESS
This chapter should be read in conjunction with, and is qualified in its entirety by, the more detailed information about
our Company and its financial statements, including the notes thereto, in the sections titled ‘Risk Factors’, ‘Financial
Information’ and the chapter titled ‘Management Discussion and Analysis of Financial Condition and Results of
Operations’ beginning on page nos. 26, 159 and 191 respectively, of this Red Herring Prospectus.
Unless the context otherwise requires, in relation to business operations, in this chapter of this Red Herring Prospectus,
all references to “we”, “us”, “our” and “our Company” are to “B. D. Industries (Pune) Limited” along with the
Subsidiary as detailed under the Chapter “Our Subsidiary” beginning on page nos. 133 of this Red Herring Prospectus.
OVERVIEW
We started journey in 1984 with repairs and manufacturing of traction batteries. Thereafter we started making plastic
container boxes for the same traction batteries using roto-moulding technology. Acquired Toyo containers (Partnership
firm) in year 2010. After that we began with the production of high-quality rotomolded battery boxes and water tanks.
Over time, we have expanded our capabilities to manufacture a wide range of plastic components for automotive and
industrial applications, establishing ourselves as a leading player in the industry.
Currently, we are engaged in the business of manufacturing and trading of Plastic Products for varied industries. The
details of our Revenue from Operations are as given below:
(₹ in Lakhs)
Consolidated Standalone
Particulars
FY 2024-25 FY 2023-24 FY 2022-23
Manufactured Goods 7,903.08 4,693.83 4,704.29
Trading Goods 329.41 731.19 757.01
Service Income - - -
Other Operating Revenue 5.35 - -
Revenue from Operations 8,237.85 5,425.02 5,461.30
In the automotive sector, our key products include Plastic fuel tanks for off-road vehicles, urea tanks, fenders, hydraulic
tanks, air ducts, mudguards, and cabin roofs. Beyond automotive, our rotomolded plastic products serve diverse
industries, including road & highway safety, material handling & storage, water management & disposal, marine,
renewable energy, healthcare, and custom moulding.
With a commitment to innovation and quality, we continue to deliver durable, high-performance solutions that meet the
evolving needs of our customers across various sectors.
The Company along with its subsidiaries operates three manufacturing facilities strategically located across India to
support our diverse production/customer needs. Zaheerabad facility is under construction and no manufacturing activity
is being carried out at the date of Red Herring Prospectus. All manufacturing facilities are mentioned below:
1. Pune Facility: Gat No. 999, Sanaswadi, Tal. Shirur, Dist. Pune, Maharashtra - 412208
2. Dewas Facility: Plot No. 36B, Industrial Area No. 1, A.B. Road, Dewas, Madhya Pradesh – 455001
3. Hoshiarpur Facility: 15 K 1 M K No. 26/4(7-1) ETC Dheha Alias, Ram Nagar, Hoshiarpur Land, Punjab -
144105
4. Zaheerabad Facility (Under Construction): Plot No. 66/A, Industrial Park, Buchinelly, Zaheerabad Mandal,
Medak District, Telangana - 502228 (measuring 6,047 Sq. Mtrs)
*Out of the four facilities stated above, only Pune facility is with B. D. Industries (Pune) Limited and rest three facilities
(including one under construction) are with our wholly owned subsidiary B.D. Industries (India) Private Limited.
Each facility is fully equipped with advanced machinery and handling equipment to ensure a smooth and efficient
manufacturing process. Our plants are strategically designed for optimal logistics, enabling streamlined operations and
timely deliveries. We place a strong emphasis on safety, adhering to necessary internal health and safety protocols. Our
safety standards are governed by a comprehensive manual, with regular safety meetings to reinforce our commitment to
a secure working environment.
107The company is led by Dalbirpal Saini (founding Promoter and Chairman & Managing Director) along with Sanjay Patil
(Whole Time Director). Dalbirpal Saini has an extensive experience in the industry and he oversees the Company's
operations and give strategic direction of the Company. Our success is built on continuous efforts to improve product
quality, enhance processes, and scale our operations to meet the evolving needs of the market.
For more information, please refer to the "Our Management" section on page 135 of this Red Herring Prospectus.
Key Performance Indicators of our Company
Consolidated Standalone
Key Financial Performance
FY 2024-25* FY 2023-24 FY 2022-23
Revenue from operations (1) 8,237.85 5,425.02 5,461.30
EBITDA (2) 1,558.26 578.95 321.40
EBITDA Margin (3) 18.92% 10.67% 5.89%
PAT 760.54 318.00 149.22
PAT Margin (4) 9.23% 5.86% 2.73%
Return on Equity 43.86% 26.62% 15.53%
Return on Capital Employed 43.50% 35.13% 24.52%
Net Debt / EBITDA Ratio 1.30 0.71 0.29
Notes:
(1) Revenue from operation means revenue from sales.
(2) ‘EBITDA’ is calculated as Profit before tax + Depreciation + Interest Expenses
(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.
OUR COMPETITIVE STRENGTHS
Experienced
Management
Team
Diversified
product mix with
Quality
Strong focus on
Assurance
value added
products
Our
Strenghts
Scalable Long Standing
Business Model Relations
Well Established
manufacturing
set up
Experienced management Team
We have a qualified and professional management team with significant experience in all operational aspects of our
business. We believe that the industry experience of our management team and their ability to deliver consistent sales
growth are our significant strengths. Our management comprises of professionals who have the requisite academic
background and relevant industry experience. Mr. Dalbirpal Saini, Chairman & Managing Director has an experience of
over 3 decades in the Roto molding Industry.
The Board of Directors, comprised of esteemed members of the Asian Roto molders’ Association, brings a wealth of
knowledge and strategic insight to guide the company's vision and drive innovation within the industry. This combination
108of experience, leadership, and industry engagement positions the company for continued success and sustainable growth.
Further, our management team comprises of persons having operational, marketing and business development
experience, who work in close coordination and in their respective area to ensure smooth and efficient working of the
business activities. The experience, depth and diversity of our Directors and Management Team have enabled our
Company to be a consistent performer in our industry. Their educational background & industry experience enables us
to anticipate and address market trends, manage and grow our operations, maintain and leverage customer relationships
and respond to changes in the products design. For further information on educational background & experience of our
Promoters, Directors and key management team, Please refer the chapter titled “Our Management” beginning on page
135 of this Red Herring Prospectus.
Quality Assurance
We are committed towards quality of our products. We believe that maintaining a high standard of quality for our products
is critical to our brand and continued growth. We have been laying paramount importance towards quality improvisation
of our products. We adhere to stringent quality parameters and have introduced Quality Management System based on
International Standard ISO 9001:2015. Our company boasts a highly skilled Engineering team, collectively bringing
years of experience in the industry. Additionally, our dedicated quality and design team, led by the company's promoter,
drives innovation and continuous improvement. Complementing these teams, we operate a fully equipped, advanced
material testing laboratory, ensuring that every product meets the highest standards of quality, performance, and
reliability. This robust combination of expertise, leadership, and advanced infrastructure positions us to stay at the
forefront of technological advancements in the roto molding industry.
Long Standing Relations
We have successfully built and maintained strong relationships with our major customers, which has been instrumental
in establishing a solid client base. These enduring relationships have not only fostered repeat business but have also
helped us develop a long-term customer retention strategy. We view our existing client relationships as a key competitive
advantage, enabling us to attract new clients and drive business growth.
Well established manufacturing set up
Currently we have 3 well established manufacturing plants setup at (1) Pune, Maharashtra (2) Dewas, Madhya Pradesh
and (3) Hoshiarpur, Punjab. Pune & Dewas plants are in operation for more than 10 years and Hoshiarpur plant became
operational during the FY 2024. These manufacturing facilities are co-located alongside our key customers, helping in
significantly reduce freight and packaging costs, which are often seen as wasteful expenses. This proximity not only
drives cost savings but also strengthens long-term partnerships, with many customer relationships spanning over a
decade. Our unwavering commitment to operational excellence is demonstrated through our achievement of On-Time
Delivery (OTD) performance, ensuring zero downtime for our customers. This track record of reliability underscores our
dedication to delivering cost-effective, high-quality solutions and solidifies our reputation as a trusted and valued partner
in the industry.
Scalable Business Model
Our business model is order-driven and focuses on the optimal utilization of our manufacturing, processing, and trading
facilities. We emphasize maximizing capacity utilization, building strong partnerships with quality raw material
suppliers, and achieving economies of scale. This approach has proven both successful and scalable over the past financial
years, allowing us to expand in response to growing demand.
The scalability of our model is driven by the potential to tap into new markets, adopt aggressive marketing strategies,
innovate within our product range, and consistently maintain high product quality. Our company offers a
comprehensive, one-stop solution for customers, providing 360° coverage of new product development—from initial
concept and design to seamless commercial production. These factors collectively support our ability to scale
operations and meet the evolving needs of our customers.
109Diversified product mix with Strong focus on value added products
Our company specializes in manufacturing plastic fuel tanks, which are commonly used in the automotive and off-road
industries. To broaden our product portfolio, we are equipped with the necessary facilities to develop and customize
products that align with the specific needs of customers across different industries. Our company focuses on portfolio
expansion, with strong focus on value added products, regularly engaging with customers to understand evolving product
demands and industry trends. This customer-focused approach allows us to adapt our offerings to meet diverse
applications and support the changing requirements of our clients.
OUR BUSINESS STRATEGY
Our key strategies will be to:
Debt-Free
Expand our
Status Post
customer base
Public Issue
Geographical
Augmenting
Expansion
Working
with new
Capital Base
Plant
Expand our customer base
We are primarily engaged in the manufacturing Plastic fuel tanks, Urea tanks etc. which has a wider usage and application
in automotive and off-road industries. Our customers are mainly manufacturers functioning in the auto industries. We
believe that the longstanding relationships that we have enjoyed with our customers over the years and the repeat and
increased orders received from them are an indicator of our position as a preferred supplier to our customers. We believe
our reputation for quality and timely delivery will help increase our market share and product portfolio with existing
customers. Further, we offer customers with a reliable, convenient and cost-effective option to satisfy their requirements
and we intend to continue to leverage our sales and marketing network and our industry standing to establish relationships
with new multinational, regional and local customers and expand our customer base.
Currently the number of tractors made in India is about 8,00,000 per annum. Out of these 8,00,000 about 3,00,000 tractors
are with plastic fuel tanks only and out of these 3,00,000 approx tractors about 2,00,000 tractors annually use fuel tanks
manufactured by BDI and hence BDI commands a leadership position. Out of the 10 top tractors companies in India,
BDI supplies to 8. BDI has supplied over 2 million plastic fuel tanks in the Indian market out of which the second 1
million tractors have been supplied in the last 5 to 6 years. Adoption of plastic fuel tanks is increasing and all new tractor
platforms and models are coming with plastic fuel tanks as the primary option due to stricter pollution and emission
norms being implemented by the Government of India. Hence the headroom for multifold growth is immense.
Debt-Free Status Post Public Issue
Following the successful completion of the public issue, the company will achieve a debt-free status by utilizing a portion
of the proceeds to repay existing borrowings. This strategic move will enhance the company’s financial stability, reduce
interest costs, and improve profitability. A strong balance sheet with zero debt will provide greater flexibility for future
expansion, investment in growth opportunities, and sustained value creation for stakeholders. By eliminating financial
liabilities, the company will be well-positioned to focus on operational efficiency and long-term business objectives.
Geographical Expansion with new Plant
As part of its growth strategy, the company is constructing new manufacturing facility at Zaheerabad. This expansion
will enable the company to strengthen its presence, enhance production capacity, and improve supply chain efficiency.
110By expanding its geographical reach, the company aims to cater to a broader customer base, reduce logistics costs, and
capitalize on emerging business opportunities. This move aligns with the company’s vision of sustainable growth and
market leadership in the industry.
Augmenting Working Capital Base
A significant portion of the proceeds from the public issue will be allocated to augment the company’s working capital
base, ensuring smooth business operations and supporting future growth. Strengthening working capital will enhance
liquidity, improve operational efficiency, and enable the company to meet increased demand without financial
constraints. This infusion will also provide flexibility in managing inventory, optimizing the supply chain, and extending
better credit terms to customers, ultimately driving revenue growth and profitability. By reinforcing its financial
foundation, the company aims to sustain its competitive edge and scale its operations effectively.
DETAILS OF OUR BUSINESS
Location
Corporate Office: 15th Flr, 1501-B, Universal Majestic, PL Lokhande Marg G M Link Road, Nr R B K International
School, Mumbai City, Govandi West Mumbai, Maharashtra, India, 400043
*Our group operate three manufacturing facilities strategically located across India to support our diverse
production/customer needs. Zaheerabad facility is under construction and no manufacturing activity is being carried out
at the date of Red Herring Prospectus.
Manufacturing Facilities:
1. Pune facility: Gat No. 999, Sanaswadi, Tal. Shirur, Dist. Pune, Maharashtra - 412208
2. Dewas facility: Plot No. 36B, Industrial Area No. 1, A.B. Road, Dewas, Madhya Pradesh - 455001
3. Hoshiarpur facility: 15 K 1 M K No. 26/4(7-1) ETC Dheha Alias, Ram Nagar, Hoshiarpur Land, Punjab –
144105
4. Zaheerabad facility (Under Construction): Plot No. 66/A, Industrial Park, Buchinelly, Zaheerabad Mandal,
Medak District, Telangana – 502228 (measuring 6047 Sq. Mtrs)
*Out of the four manufacturing facilities stated above, only Pune facility is with B. D. Industries (Pune) Limited and rest
three facilities are with its wholly owned subsidiary B.D. Industries (India) Private Limited.
Pune Plant
111Dewas Plant
112Hoshiarpur Plant:
113Hoshiarpur (PUN)
Dewas (MP)
Mumbai (MH)
Corporate Office
Zaheerabad (TEL)
Pune (MH)
BDI’s Presence
We are operating three manufacturing facilities and one facility is under construction, located strategically at various
parts of India in such a way that our customers find ease with respect to transportation of the final product because of the
Volumetric weight and cost thereon. The location of our facilities favors our company to hold its operation in all the
aspects of land, labour, power and transportation of raw materials as well as its final product. We source raw materials
from suppliers based on quality specifications and cost effectiveness. Easily available materials are procured from
suppliers located in close proximity to our manufacturing facilities to minimize inward freight costs and reduce the cost
of raw materials.
DETAILS OF OUR PRODUCTS: MANUFACTURING
Our product details are as follows:
The main products manufactured by us are as under:
1. Plastic fuel tanks:
114(WITH INTEGRATED (BUS/TRUCK USAGE; 125-475
(REAR) (UNDER CHASSIS) SCUTTLE/DASHBOARD) (HOOD) LITRE CAPACITY)
Plastic fuel tanks are increasingly used in tractors, buses, and trucks due to their lightweight, corrosion-resistant
properties. Made primarily from Linear Low-Density Polyethylene (LLDPE) or other durable plastics, these tanks offer
several advantages over traditional metal tanks, including resistance to rust and easier fabrication. Their design can be
more flexible, allowing for different shapes to fit the vehicle's configuration. Additionally, plastic fuel tanks are less
prone to leaking and can withstand impacts better than metal ones, making them a popular choice for modern heavy-duty
vehicles and agricultural machinery.
❖ Key features of Plastic fuel tanks
• Highly resistant to rust and corrosion.
• Significantly lighter than metal alternatives, which helps improve fuel efficiency and overall vehicle
performance.
• It can be molded into a variety of shapes and sizes, offering more flexibility in design to fit different
vehicle configurations and space constraints.
• Generally, more cost-effective to manufacture compared to metal tanks, making them an affordable
choice for many vehicle applications.
❖ Key applications of Plastic fuel tanks
• Automobile – Commonly used in cars, buses, trucks because of their properties like lightweight,
corrosion free etc.
• Agriculture equipment – Tractors, Harvesters and other agriculture machinery benefit because of its
ability to withstand harsh environmental conditions and reduce overall weight.
• Motorcycles & ATVs – because of their cost effectiveness and lightweight.
• Marine Applications – Used in boats and watercrafts where their resistance to corrosion in saltwater and
their lightweight construction are particularly valuable.
• Industrial machinery – Used in generators and construction machinery for their durability and flexibility.
2. Other automotive products:
Products Description
Tractor fender - Tractor fenders protect the vehicle’s tires, wheels, and
undercarriage from mud, dirt, rocks, and other debris that may be kicked
up during operation, help increase the longevity of the tractor by
shielding it from environmental wear and tear, including corrosion and
damage from exposure to the elements.
Transmission cover for insulation and safety – It provide critical
insulation and safety by protecting the transmission components. help
reduce the risk of burns or injuries to operators by preventing direct
contact with hot or moving parts, enhancing both the longevity of the
transmission and overall safety during operation.
2-meter Barricade - Used to control and direct traffic, ensuring safety
in construction zones, accident sites, or public events. They provide
physical barriers to prevent unauthorized access, protect workers, and
reduce the risk of accidents by clearly marking hazardous areas.
115Cabin roof with sunroof and molder -in cutout for HVAC mounting
- Enhanced comfort and functionality by providing natural light and
ventilation through the sunroof. The molded cutouts facilitate easier and
more efficient installation of HVAC systems, improving airflow and
climate control within the cabin while maintaining a sleek, integrated
design.
Bus seats – Several benefits including durability and easy maintenance,
as they are resistant to stains, moisture, and wear. They are also
lightweight, reducing the overall weight of the bus and potentially
improving fuel efficiency.
Miscellaneous Products Our Company produces several other products like Wind deflector,
Urea tank, Battery box, Door panels, Mudguards etc.
3. Pallets:
Key application: Used in F&B industry for their easy to clean
surface, resistance to contamination and ability to meet hygiene
standards, especially in handling perishable goods, used in Pharma
for storing and transporting sensitive products, Used in E-commerce
for their durability and lightweight. It finds its uses in various
industries apart from above like Automotive, Electronics, Chemical
etc.
❖ Key features of Pallets
• Durability - resistant to moisture, chemicals, and wear
• Lightweight - easier to handle and transport, reducing the risk of injury for workers and improving
efficiency during loading and unloading.
• Consistent quality - Unlike wood, plastic pallets have a consistent size and shape, which reduces the risk
of product damage and enhances the efficiency of storage and stacking.
• Regulatory Upside – Rotomolded pallets are the only approved pallets for warehousing in the pharma
industry because of hygiene issue.
MANUFACTURING PROCESS
Procurement of Raw
Mould loading on Roto
Materials, Child parts, Roto Moulding oven
Mouding machine
accessories etc.
Quality
Checks/Leakage testing
Part unloading
Mould cooling with
& Final inspection High-speed cooling fan
Packing material Dispatch
Manufacturing Processing Steps
116Step -1: Procuring of Raw Materials, Child parts, accessories etc.
Our manufacturing process starts with procurement of raw material i.e. Powder (LLDPE - Linear Low-Density
Polyethylene, XLPE - Cross-Linked Polyethylene), Steel, Child parts i.e. filler neck, hose clamp, inserts etc. from vendors
which are finalized as per vendor onboarding process. Mould is either procured or made in-house depending upon the
need.
Step -2: Mould loading on Roto Moulding Machine (RMM)
There are four arms of each RMM which moves in circle. Multiple moulds are loaded on each arm of RMM, depending
upon which product needs to be produced and delivered. Four activities take place when arms on RMM moves in circle
i.e. loading of raw material, heating up in oven, cooling by fans and unloading of semi-finished goods.
Step -3: Roto Moulding Oven
Depending on size of each product, requisite quantity of raw material is loaded in each mould. Arms and mould move in
circles so that raw materials are properly distributed in mould. Post that arm enters into oven for heating up, time to heat
up also depends upon size and weight of end product.
Step -4: Mould cooling with High-speed cooling fan
Post heating process, each arm is placed in front of huge cooling fans for managing the temperature.
Step -5: Part unloading
As last step, mould is opened up and labours unloads the semi-finished goods. Post unloading basic checks are done by
production team. Proper semi - finished goods are sent on assembly line for adding child parts like filler neck, hose
clamps etc. post which finished goods are ready.
Step -6: Quality checks & Final Inspection
Finished goods are checked for quality in following parameters: weight, leakage and sturdiness.
Step -7: Packaging
Each and all finished goods are packed with packing material depending on customer requirement before dispatch.
Step -8: Dispatch
Packed finished goods are loaded in trucks or transport vehicle along with E-invoice and other requirements for dispatch.
PLANT AND MACHINERY
As on March 31, 2025, we have the following Plant and Machinery at our Manufacturing facility:
• Roto molding machine
• Transformer
• Oven
• DG set
• Exhaust fan
• LPG Gas Pipeline
• Bandsaw Machine
• Hydraulic Crane
• Plastic Scrap Grinding Machine
• PUF Machine
• Extrusion machine
• Tools & Equipment
• Moulds
117UTILITIES AND INFRASTRUCTURE FACILITIES
Power
We have adequate arrangements for a regular power supply at our manufacturing units, with power requirements
managed through a 22 KV supply line from Maharashtra State Electricity Distribution Company Limited at our Pune
facility, a 33 KV supply line from M.P. Pashchim Kshetra Vidyut Vitran Co. Limited at our Dewas facility, and a 99
KV supply line from Punjab State Power Corporation Limited at our Hoshiarpur facility.
Water
Water is a crucial and indispensable resource in our manufacturing process. Our company has secured reliable water
sources to meet its operational needs. At our Pune manufacturing facility, water is supplied through private supply lines
(Aryan Water Suppliers). The Dewas facility sources its water from Dewas Water Projects Works Pvt. Ltd., while the
Hoshiarpur facility relies on borewell water.
Raw materials
The principal raw materials required by our Company for manufacturing process are:
1. Linear Low-Density Polyethylene (LLDPE)
2. Cross-Linked Polyethylene (XLPE)
3. Child parts like filler neck, hose clamp, inserts etc.
We have been able to secure timely supply of required raw material for our existing activity as we are associated with
the suppliers for a long period of time. For period ended Fiscal 2025, Fiscal 2024 and 2023, the cost of raw materials
consumed represented 51.15 %, 60.75%, 68.39% of our revenue from operations.
Details of our top suppliers for the Fiscal 2025, 2024, and 2023 are as given below:
Consolidated Standalone
Particulars FY 24-25 FY 23-24 FY 22-23
Purchases % Purchases % Purchases %
Top 1 Supplier 1,030.62 20.43% 988.79 26.99% 1,349.73 33.36%
Top 3 Supplier 2,593.12 51.40% 2,143.96 58.52% 2,816.64 69.61%
Top 5 Supplier 3,344.87 66.31% 2,675.94 73.04% 3,078.85 76.09%
Top 10 Supplier 4,058.23 80.45% 3,116.32 85.06% 3,485.82 86.15%
CAPACITY AND CAPACITY UTILIZATION
Our capacity and capacity utilisation details of our manufacturing facilities for FY 2025, FY 2024 and FY 2023 is
tabulated below:
Location Period Installed Capacity Utilised Capacity Utilisation %
FY 2025 1,800 MT 1,169 MT 65%
Pune Facility FY 2024 1,800 MT 1,116 MT 62%
FY 2023 1,800 MT 1,138 MT 63%
Location Period Installed Capacity Utilised Capacity Utilisation %
FY 2025 1,500 MT 870 MT 58%
Dewas Facility FY 2024 1,500 MT 631 MT 42%
FY 2023 1,500 MT 634 MT 42%
Location Period Installed Capacity Utilised Capacity Utilisation %
FY 2025 1,200 MT 357 MT 30%
Hoshiarpur Facility FY 2024 1,200 MT 148 MT 12%
FY 2023 - - -
1. The Pune plant is owned by B. D. Industries (Pune) Limited.
1182. The Dewas and Hoshiarpur Plants are owned by B.D. Industries (India) Private Limited. We had acquired 100%
stake in B.D. Industries (India) Private Limited w.e.f September 30, 2024. The Hoshiarpur plant became operational
during the FY 2024.
OUR MAJOR CUSTOMERS
The percentage of income derived from our top customers for the yearFY 2025, FY 2024, an FY 2023 based on revenue
from sale of products and services is as given below:
Consolidated Standalone
Particulars FY 24-25 FY 23-24 FY 22-23
Revenue % Revenue % Revenue %
Top 1 Customer 2,721.90 33.04% 1,478.96 27.26% 1,663.13 30.45%
Top 3 Customer 4,498.10 54.60% 3,661.64 67.50% 3,281.57 60.09%
Top 5 Customer 5,229.41 63.48% 4,491.58 82.79% 4,426.92 81.06%
Top10 Customer 6,246.94 75.83% 5,228.97 96.39% 5,330.27 97.60%
We constantly try to address the needs of our customers for maintaining a long-term working relation with the customers,
in order to get continuous business.
QUALITY CONTROL
We believe that maintaining a high standard of quality for our products is critical to our brand and continued growth.
We place emphasis on quality control. We inspect the raw materials we receive, work-in-progress and final products.
We have implemented internal procedures to ensure quality control at various stages of production, from procurement
of raw material, production to inventory storage. Our manufacturing facility has personnel responsible for monitoring
the parameters of equipment, technical parameters of materials, reporting any irregularities in the manufacturing process
and making adjustments accordingly. We adhere to stringent quality parameters and have introduced Quality
Management System based on International Standard ISO 9001:2015.
COLLABORATION
Our Company has so far not entered into any technical or financial collaboration agreement with the third party.
EXPORT OBLIGATIONS
Our company does not have any export and export obligations.
COMPETITION
We believe that the principal factors affecting competition in our business include client relationships, reputation, market
focus and the relative quality, price of the products. We face competition from various domestic and other players in the
market. Initial investment and distance from customer are entry barriers in this industry and any expansion in capacity of
existing manufacturers would further restrict competition. As a result, to remain competitive in our markets, we must
continuously strive to reduce our costs of production, transportation and distribution and improve our operating
efficiencies. If we are unable to manage our business it might impede our competitive position and profitability. We
intend to continue competing using the resources available at our disposal to capture more market share and adding more
resources as required, including human resources to manage our growth in an optimal way.
MARKETING STRATEGY
The efficiency of the marketing network is critical to the success of our business. Our success lies in the strength of our
relationship with the customers who have been associated with our company. Our Management looks after marketing of
the products manufactured by us. We believe our relationship with the clients is strong and established as we receive
repeated orders for the products manufactured by us. To retain our customers, our Management, with vast experience
regularly interacts with them and focuses on gaining an insight into the additional needs of the customers.
MANPOWER
119Our company believes that our ability to maintain growth depends on our strength in attracting, training, motivating and
retaining employees. On consolidated basis, we have 98 employees as on May 31, 2025. Our manpower is a prudent mix
of the experienced and young people which gives us the dual advantage of stability and growth, execution of services
within time and quality. Our skilled resources together with our strong management team have enabled us to successfully
implement our growth plans. Details of employee along with Department for the period ended May 31, 2025 are as below:
Particulars No. of employees (May 31, 2025)
Director, KMP and/or SMP 11
Finance and Accounts 12
Manufacturing Plants 31
Procurement, Quality and Design 16
Sales & Marketing 6
Administration and others 22
Total 98
INTELLECTUAL PROPERTY
The following trademark is used by our company:
Sr. Trade Application
Class Status In the name of: Valid till
no. mark number
Since 1984 B. D. INDUSTRIES (INDIA) PVT LTD
1. 2073803 17 Valid 23-12-2030
BDI Group B. D. INDUSTRIES (PUNE) PVT LTD
As on the date of this Red Herring Prospectus, we have registered trademark in the name of our company for which we
have obtained valid registration certificates under specified class under the Trademarks Act in India.
OUR IMMOVABLE PROPERTIES
Owned Properties:
Name of the Seller Details of the Property Transaction Year Purpose
Wood Paper Board & 15 K 1 M K No. 26/4(7-1) ETC Dheha Alias,
FY 2020 Factory
Packages Ram Nagar, Hoshiarpur Land, Punjab
Andhra Pradesh
Plot No. 66/A, Industrial Park, Buchinelly,
Industrial
Zaheerabad Mandal, Medak District, Telangana, FY 2014 Factory
Infrastructure
502228
Corporation Limited
Gat No. 999, Sanaswadi, Tal. Shirur, Dist. Pune,
Toyo Containers FY 2009 Factory
Maharashtra
Leased Properties:
Name of the Details of the Property Term/Period Lease amount Purpose
Licensor of Lease
15th Flr, 1501-B, Universal Majestic, PL
Lokhande Marg G M Link Road, Nr R B
Araa Industrial
K International School, Mumbai City, 36 months 3 Lakhs/Month Head office
Products
Govandi West Mumbai, Maharashtra,
India, 400043
Plot No. 36B, Industrial Area No. 1,
Governor of
A.B. Road, Dewas, Madhya Pradesh, 30 Years 14,688/year Factory
Madhya Pradesh
455001
120KEY REGULATIONS AND POLICIES
The following description is an overview of certain sector-specific relevant laws and regulations in India which are
applicable to the operations of our Company and our Subsidiary and its business. The description of laws and regulations
set out below is not exhaustive and is only intended to provide general information to Bidders. The information in this
section is neither designed nor intended to be a substitute for professional legal advice and investors are advised to seek
independent professional legal advice.
The statements below are obtained from publications available in the public domain based on the current provisions of
applicable Indian law, and the judicial, regulatory and administrative interpretations thereof, which are subject to
change or modification by legislative, regulatory, administrative, quasi-judicial or judicial decisions/actions and our
Company and our Subsidiary are under no obligation to update the same
A. INDUSTRY RELATED LAWS AND REGULATIONS
The Legal Metrology Act, 2009
The Metrology Act has replaced the Standards of Weights and Measures Act, 1976 and the Standards of Weight &
Measurement (Enforcement) Act, 1985. The Metrology Act provides for establishment and enforcement of standards of
weights and measures and for regulation of trade and commerce in weights, measures and other goods which are sold or
distributed by weight, measure, or number. The key features of the Metrology Act include appointment of government-
approved test centers for verification of weights and measures, allowing companies to authorize any of its directors to be
responsible to ensure that no offence is committed by a company under the Metrology Act and penalties for violation of
the provisions of the Metrology Act.
The Micro, Small and Medium Enterprises Development Act, 2006
MSME Act was enacted to provide for facilitating the promotion and development and enhancing the competitiveness of
micro, small and medium enterprises. Any person who intends to establish (a) a micro or small enterprise, at its discretion;
(b) a medium enterprise engaged in providing or rendering of services may, at its discretion; or (c) a medium enterprise
engaged in manufacture or production of goods pertaining to any industry specified in the First Schedule to the Industries
(Development and Regulation) Act, 1951 is required to file a memorandum before such authority as specified by the
State Government or the Central Government. The form of the memorandum, the procedure of its filing and other matters
incidental thereto shall be such as may be specified by the Central Government, based on the recommendations of the
advisory committee. Accordingly, in exercise of this power under the MSME Act, the Ministry of Micro, Small and
Medium Enterprises notification dated September 18, 2015 specified that every micro, small and medium enterprises is
required to file a Udyog Aadhar Memorandum in the form and manner specified in the notification.
Bureau of Indian Standards Act, 1986
The Bureau of Indian Standards Act, 2016 (the "BIS Act") provides for the establishment of a national standards body
for the harmonious development of the activities of standardization, conformity assessment and quality assurance of
goods, articles, processes, systems and services. The BIS Act provides for establishment of Bureau of Indian Standards
which will formulate, implement and certify certain standards of quality for goods, services, articles, processes and
systems. The Government of India, through Ministry of Consumer Affairs, Food & Public Distribution and the Ministry
of Electronics & Information Technology, amongst others, regulate manufacturing or storing for sale, import, selling or
distribution of goods which do not conform to the Indian Standard specified in the BIS Act, by way of passing orders.
The orders can provide for compulsory registration for undertaking any of the specified activities relating to an identified
category of product
A. CORPORATE AND COMMERCIAL LAWS
The Companies Act, 2013
The Companies Act, 2013 (“Companies Act”) deals with laws relating to companies and certain other associations. The
Companies Act primarily regulates the formation, financing, functioning, and winding up of companies. The Companies
Act prescribes regulatory mechanism regarding all relevant aspects, including organizational, financial, and managerial
aspects of companies. It deals with issue, allotment and transfer of securities and various aspects relating to company
management. It provides for standard of disclosure in public issues of capital, particularly in the fields of company
121management and projects, information about other listed companies under the same management, and management
perception of risk factors
The Competition Act, 2002
The Competition Act, 2002 (“Competition Act”) aims to prevent anti-competitive practices that cause or are likely to
cause an appreciable adverse effect on competition in the relevant market in India. The Competition Act regulates
anticompetitive agreements, abuse of dominant position and combinations. The Competition Commission of India
(“Competition Commission”) which became operational from May 20, 2009, has been established under the Competition
Act to deal with inquiries relating to anti-competitive agreements and abuse of dominant position and regulate
combinations. The Competition Act also provides that the Competition Commission has the jurisdiction to inquire into
and pass orders in relation to an anti-competitive agreement, abuse of dominant position or a combination, which even
though entered into, arising, or taking place outside India or signed between one or more non-Indianparties, but causes
an appreciable adverse effect in the relevant market in India.
The Indian Contract Act, 1872
Indian Contract Act codifies the way we enter into a contract, execute a contract, implementation of provisions of a
contract and effects of breach of a contract. The Act consists of limiting factors subject to which contract may be entered
into, executed and breach enforced as amended from time to time. It determines the circumstances in which
promise made by the parties to a contract shall be legally binding on them.
The Registration Act, 1908 (“Registration Act”)
The Registration Act, 1908 (“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 Stamp Act, 1899 (the “Stamp Act”)
Under the Indian Stamp Act, 1899 (the “Stamp Act”) stamp duty is payable on instruments evidencing a transfer or
creation or extinguishment of any right, title or interest in immovable property. Stamp duty must be paid on all
instruments specified under the Stamp Act at the rates specified in the schedules to the Stamp Act. The applicable rates
for stamp duty on instruments chargeable with duty vary from state to state. Instruments chargeable to duty under the
Stamp Act, which are not duly stamped, are incapable of being admitted in court as evidence of the transaction contained
therein and it also provides for impounding of instruments that are not sufficiently stamped or not stamped at all.
The Maharashtra Stamp Act, 1958
The purpose of the Maharashtra Stamp Act, 1958 (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 immoveable 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 state
B. INTELLECTUAL PROPERTY LAWS
Intellectual property rights refer to the general term for intangible, intellectual, industrial property rights through patents,
copyrights and trademarks and includes geographical indications, trade secrets, and confidential information. These
property rights allow the holder to exercise a monopoly on the use of the item for a specified period.
The Copyright Act, 1957
The Copyright Act, 1957, along with the Copyright Rules, 2013 (“Copyright Laws”) governs copyright protection in
India. The Copyright Laws protect the legal rights of the creator of an ‘original work’ by preventing others from
reproducing the work in any other way. The intellectual property protected under the Copyright Laws includes literary
works, dramatic works, musical works, artistic works, cinematography, and sound recordings. Even while copyright
122registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise copyrightable work, registration
under the Copyright Laws acts as prima facie evidence of the particulars entered therein and helps expedite infringement
proceedings and reduce delay caused due to evidentiary considerations. The Copyright Laws prescribe a fine,
imprisonment or both for violations, with enhanced penalty on second or subsequent convictions. Upon registration, the
copyright protection for a work exists for a period of 60 years following, the demise of the author.
The Trademarks Act, 1999 (the “Trademarks Act”)
Trademarks enjoy protection under both statutory and common law and Indian trademark law permits the registration of
trademarks for both goods and services. The Trademarks Act governs the statutory protection of trademarks and the
prevention of the use of fraudulent marks in India. Under the provisions of the Trademarks Act, an application for
trademark registration may be made before the Trademark Registry by any person claiming to be the proprietor of a trade
mark, whether individual or joint applicants, and can be made on the basis of either actual use or intention to use a
trademark in the future. Once granted, a trademark registration is valid for 10 years unless cancelled, subsequent to which,
it can be renewed. If not renewed, the mark lapses and the registration is required to be restored. The Trademarks Act
prohibits registration of deceptively similar trademarks and provides for penalties for infringement, falsifying and falsely
applying trademarks. Further, pursuant to the notification of the Trademark (Amendment) Act, 2010 simultaneous
protection of trademark in India and other countries has been made available to owners of Indian and foreign trademarks.
The Trademark (Amendment) Act, 2010 also seeks to simplify the law relating to transfer of ownership of trademarks by
assignment or transmission and to conform Indian trademark law with international practice.
The Patents Act, 1970 (the “Patents Act”)
The Patents Act recognises both product and process patent and prescribes eligibility criteria for grant of patents,
including the requirement that an invention satisfy the requirements of novelty, inventive step and industrial applicability
in order for it to avail patent protection. However, the Patents Act also provides that patent protection may not be granted
to certain specified types of inventions and materials even if they satisfy such criteria. Application by an Indian resident
to any foreign authority in respect of an invention made outside India is prohibited without first making an application
for the invention in India. Once granted, a patent remains valid for a period of twenty years from the date of filing of the
patent application, subsequent to which it can be renewed. While the Patents Act prohibits patentability of a ‘computer
programme’ as such, computer programmes in combination with a novel hardware are patentable. Computer programmes
on their own are excluded from patent protection and are protected as a literary work under the Copyright Act, 1957. In
terms of the Patent Act, the patentee holds the exclusive right to prevent third parties from the using, offering for sale,
selling or importing for such purposes, the patented product or product obtained directly by a process patented in India.
The Designs Act, 2000 (the “Designs Act”)
The Designs Act prescribes for the registration of designs. The Designs Act specifically lays down the essentials of a
design to be registered and inter alia, provides for application for registration of designs, copyright in registered designs,
etc. A ‘Design’ means only the features of shape, configuration, pattern, ornament or composition of lines or s 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 expressly excludes works accorded other kinds of protection like property
marks, trademarks and copyrights. Any person claiming to be the proprietor of a new or original design may apply for
registration of the same before the Controller-General of Patents, Designs and Trade Marks. On registration, the proprietor
of the design attains a copyright over the same. The duration of the registration of a design in India is initially ten years
from the date of registration. No person may sell, apply for the purpose of sale or import for the purpose of sale any
registered design, or fraudulent or obvious imitation thereof.
Municipality Laws
Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992, the respective state legislatures in India have power
to endow the municipalities with power to implement schemes and perform functions in relation to matters listed in the
Twelfth Schedule to the Constitution of India. The respective States of India have enacted laws empowering the
municipalities to issue trade license for operating stores and implementation of regulations relating to such license along
with prescribing penalties for non-compliance.
123Approvals from Local Authorities
Setting up of a Factory or Manufacturing/Housing unit/Establishments entails the requisite Planning approvals to be
obtained from the relevant Local Panchayat(s) outside the city limits and appropriate Metropolitan Development
Authority within the city limits. Consents from the state Pollution Control Board(s), the relevant state Electricity
Board(s), the State Excise Authorities, Sales Tax, are required to be obtained before commencing the building of a factory
or the start of manufacturing operations.
C. TAX LAWS
In addition to the aforementioned material legislations which are applicable to our Company, some of the tax legislations
that may be applicable to the operations of our Company include:
• Income-tax Act 1961, the Income-tax Rules, 1962, as amended by the Finance Act in respective years;
• Central Goods and Services Tax Act, 2017, the Central Goods and Services Tax Rules, 2017 and various state-wise
legislations made thereunder;
• The Integrated Goods and Services Tax Act, 2017 and rules thereof;
• Professional tax-related state-wise legislations;
• Indian Stamp Act, 1899 and various state-wise legislations made thereunder
D. LABOUR RELATED LAWS
Factories Act, 1948
The term 'factory', as defined under the Factories Act, means any premises which employs or has employed on any day
in the previous 12 months, 10 or more workers and in which any manufacturing process is carried on with the aid of
power, or any premises wherein 20 or more workmen are employed at any day during the preceding 12 months and in
which any manufacturing process is carried on without the aid of power. State Governments have issued rules in respect
of the prior submission of plans and their approval for the establishment of factories and registration and licensing of
factories.
The Factories Act requires the 'occupier' of a factory to ensure the health, safety and welfare of all workers in the factory
premises. Further, the "occupier" of a factory is also required to ensure (i) the safety and proper maintenance of the
factory such that it does not pose health risks to persons in the factory premises; (ii) the safe use, handling, storage and
transport of factory articles and substances; (iii) provision of adequate instruction, training and supervision to ensure
workers' health and safety; and (iv) cleanliness and safe working conditions in the factory premises. If there is a
contravention of any of the provisions of the Factories Act or the rules framed thereunder, the occupier and manager of
the factory may be punished with either imprisonment or fine or both
Employees Provident Fund and Miscellaneous Provisions Act, 1952
Under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act), compulsory provident
fund, family pension fund and deposit linked insurance are payable to employees in factories and other establishments.
The legislation provides that an establishment employing more than 20 (twenty) persons, either directly or indirectly, in
any capacity whatsoever, is either required to constitute its own provident fund or subscribe to the statutory employee’s
provident fund. The employer of such establishment is required to make a monthly contribution to the provident fund
equivalent to the amount of the employee’s contribution to the provident fund. There is also a requirement to maintain
prescribed records and registers and filing of forms with the concerned authorities. The EPF Act also prescribes penalties
for avoiding payments required to be made under the abovementioned schemes
Employees State Insurance Act, 1948, as amended (the “ESIC Act”)
The ESI Act, provides for certain benefits to employees in case of sickness, maternity and employment injury. All
employees in establishments covered by the ESI Act are required to be insured, with an obligation imposed on the
employer to make certain contributions in relation thereto. In addition, the employer is also required to register itself
under the ESI Act and maintain prescribed records and registers.
124Maharashtra Shops and Establishments (Regulation of Employment and Conditions of Service) Act, 2017
Under the provisions of the Maharashtra Shops and Establishments (Regulation of Employment and Conditions of
Service) Act, 2017 the 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.
Payment of Gratuity Act, 1972, as amended (the “Gratuity Act”)
The Gratuity Act establishes a scheme for the payment of gratuity to employees engaged in every factory, mine, oil field,
plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were
employed on any day of the preceding twelve months and in such other establishments in which ten or more employees
are employed or were employed on any day of the preceding twelve months, as notified by the Central Government from
time to time. Penalties are prescribed for non-compliance with statutory provisions.
Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for
gratuity upon his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the
entitlement to gratuity in the event of death or disablement will not be contingent upon an employee having completed
five years of continuous service. The maximum amount of gratuity payable may not exceed 1 million.
Contract Labour (Regulation and Abolition) Act, 1970
The Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”) is an act to regulate the employment of contract
labour in certain establishments and to provide for its abolition in certain circumstances. The CLRA applies to every
establishment in which 20 (twenty) or more workmen are employed or were employed on any day of the preceding 12
(twelve) months as contract labour. It also applies to every contractor who employs or who employed on any day of the
preceding 12 (twelve) months, 20 (twenty) or more workmen provided that the appropriate Government may after giving
not less than 2 (two) months' notice, by notification in the Official Gazette, apply the provisions of the CLRA to any
establishment or contractor. Further, it contains provisions regarding Central and State Advisory Board under the CLRA,
registration of establishments, and prohibition of employment of contract labour in any process, operation or other work
in any establishment by the notification from the State Board, licensing of contractors and welfare and health of the
contract labour. The Contract Labour (Regulation and Abolition) Central Rules, 1971 are formulated to carry out the
purpose of the CLRA.
Employees’ Compensation Act, 1923
The Employees’ Compensation Act, 1923 (“EC Act”) has been enacted with the objective to provide for the payment of
compensation to workmen by employers for injuries caused by accident(s) arising out of and in the course of employment,
and for occupational diseases resulting in death or disablement. The EC Act makes every employer liable to pay
compensation in accordance with the EC Act if a personal injury/disablement/ loss of life is caused to a workman by
accident arising out of and in the course of his employment. In case the employer fails to pay compensation due under
the EC Act within 1 (one) month from the date it falls due, the commissioner appointed under the EC Act may direct the
employer to pay the compensation amount along with interest and may also impose a penalty.
Equal Remuneration Act, 1976
Equal Remuneration Act, 1976 provides for payment of equal remuneration to men and women workers and for
prevention discrimination, on the ground of sex, against female employees in the matters of employment and for matters
connected therewith.
Maternity Benefit Act, 1961
The purpose of Maternity Benefit Act, 1961 is to regulate the employment of pregnant women and to ensure that they
get paid leave for a specified period before and after child birth. It provides, inter-alia, for payment of maternity benefits,
medical bonus and enacts prohibitions on dismissal, reduction of wages paid to pregnant women, etc.
125Payment of Bonus Act, 1965
Pursuant to the Payment of Bonus Act, 1965, as amended, an employee in a factory or in any establishment where 20
(twenty) or more persons are employed on any day during an accounting year, who has worked for at least 30 (thirty)
working days in a year, is eligible to be paid a bonus. Contravention of the provisions of the Payment of Bonus Act, 1965
by a company is punishable with imprisonment up to 6 (six) months or a fine up to ₹ 1,000/-(Rupees One Thousand only)
or both.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SHWW Act”)
provides for the protection of women at work place and prevention of sexual harassment at work place. The SHWW Act
also provides for a redressal mechanism to manage complaints in this regard. Sexual harassment includes one or more of
the following acts or behavior namely, physical contact and advances or a demand or request for sexual favors or making
sexually coloured remarks, showing pornography or any other unwelcome physical, verbal or non-verbal conduct of
sexual nature. The SHWW Act makes it mandatory for every employer of a workplace to constitute an Internal
Complaints Committee which shall always be presided upon by a woman. It also provides for the manner and time period
within which a complaint shall be made to the Internal Complaints Committee i.e. a written complaint is to be made
within a period of 3 (three) months from the date of the last incident. If the establishment has less than 10 (ten) employees,
then the complaints from employees of such establishments as also complaints made against the employer himself shall
be received by the Local Complaints Committee. The penalty for non-compliance with any provision of the SHWW Act
shall be punishable with a fine extending to ₹50,000/-
The Payment of Wages Act, 1936
The Payment of Wages Act, 1936 (“PW Act”) is applicable to the payment of wages to persons in factories and other
establishments. PW Act ensures that wages that are payable to the employee are disbursed by the employer within the
prescribed time limit and no deductions other than those prescribed by the law are made by the employer.
The Minimum Wages Act, 1948
The Minimum Wages Act, 1948 (“MW Act”) came in to force with the objective to provide for the fixation of a minimum
wage payable by the employer to the employee. Under the MW Act, the appropriate government is authorised to fix the
minimum wages to be paid to the persons employed in scheduled or non-scheduled employment. Every employer is
required to pay not less than the minimum wages to all employees engaged to do any work whether skilled, unskilled,
and manual or clerical (including out-workers) in any employment listed in the schedule to the MW Act, in respect of
which minimum rates of wages have been fixed or revised under the MW Act.
Child Labour (Prohibition and Regulation) Act, 1986
The Child Labour (Prohibition and Regulation) Act, 1986 (the “CLPR Act”) seeks to prohibit the engagement of children
in certain employments and to regulate the conditions of work of children in certain other employments. It also prescribes
hours and periods of work, holidays, the requirement of keeping a register, etc for the establishments falling under this
act. A shop or a commercial establishment is included under the definition of an “establishment” according to Section
2(iv) of the CLPR Act.
E. ENVIRONMENTAL LAWS
The Environment (Protection) Act, 1986 (“EPA”)
The EPA has been enacted for the protection and improvement of the environment. It stipulates that no person carrying
on any industry, operation or process shall discharge or emit or permit the discharge or emission of any environmental
pollutant in excess of such standards as may be prescribed. Further, no person shall handle or cause to be handled any
hazardous substance except in accordance with such procedure and after complying with such safeguards as may be
prescribed. EPA empowers the Central Government to take all measures necessary to protect and improve the
environment such as laying down standards for emission or discharge of pollutants, providing for restrictions regarding
areas where industries may operate and generally to curb environmental pollution.
126E-Waste Management Rules, 2016 (the “E-Waste Rules”)
The E-Waste Rules apply to every manufacturer, producer, consumer, bulk consumer, collection centres, dealers, e-
retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase, collection, storage and
processing of e-waste or electrical and electronic equipment as classified under the E-Waste Rules, including their
components, consumables, parts and spares which make the product operations. The E-Waste Rules mandate that a
manufacturer must obtain an authorisation from the state pollution control board and also submit annual returns to the
same Authority. Producers of such e-waste also have extensive responsibilities and obligations and may come under the
scrutiny of either the central pollution control board or the state pollution control board. The manufacturer, producer,
importer, transporter, refurbisher, dismantler and recycler shall be liable for all damages caused to the environment or a
third party due to improper handling and management of the e-waste and may have to pay financial penalties as levied
for any violation of the provisions under these rules by the state pollution control board with the prior approval of the
central pollution control board.
Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act aims to prevent and control water pollution and to maintain or restore wholesomeness of water. The Water
Act provides for one central pollution control board, as well as state pollution control boards, to be formed to implement
its provisions, including enforcement of standards for factories discharging pollutants into water bodies. Any person
intending to establish any industry, operation or process or any treatment and disposal system likely to discharge sewage
or other pollution into a water body, is required to obtain the consent of the relevant state pollution control board by
making an application.
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
The Air Act aims to prevent, control and abate air pollution, and stipulates that no person shall, without prior consent of
the relevant state pollution control board, establish or operate any industrial plant which emits air pollutants in an air
pollution control area. Such person also cannot discharge or cause or permit to be discharged the emission of any air
pollutant in excess of the standards laid down by the State Boards. The central pollution control board and the state
pollution control boards constituted under the Water Act perform similar functions under the Air Act as well. 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.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste Rules”)
as amended by the Hazardous and Other Wastes (Management and Transboundary Movement) Amendment Rules,
2022
The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste by imposing
an obligation on every occupier and operator of a facility generating hazardous waste to dispose of such waste without
harming the environment. The term “hazardous waste” has been defined in the Hazardous Waste Rules and any person
who has, control over the affairs of the factory or the premises or any person in possession of the hazardous waste has
been defined as an “occupier”. Every occupier and operator of a facility generating hazardous waste must obtain
authorization from the relevant state pollution control board. Further, the occupier, importer or exporter is liable for
damages caused to the environment resulting from the improper handling and disposal of hazardous waste and must pay
any financial penalty that may be levied by the respective state pollution control board.
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.
F. FOREIGN REGULATIONS
Foreign Exchange Management Act, 1999 (“FEMA”)
FEMA was enacted by the Government of India to replace the erstwhile Foreign Exchange Regulation Act, 1973
("FERA"). The Act was aimed at consolidating and amending the law relating to foreign exchange with the objective of
127facilitating external trade and payments and for promoting the orderly development and maintenance of foreign exchange
market in India. FEMA has removed restrictions on trade in goods and services to and from India, except for the enabling
provision for the Central Government to impose reasonable restrictions in the interest of public when required.
Foreign Trade (Development and Regulation) Act, 1992 (the “Act”)
The Act regulates and governs the foreign policy of India in relation to trade of goods and services. The Act was enacted
in the year 1992 as a replacement of the Import and Exports (Control) Act, 1947. The objective of the Act was to provide
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. Through the Foreign Trade (Development and Regulation)
Amendment Act of 2010, "services" was also included in the ambit of import and export of trade in the purview of the
Act.
128HISTORY AND CERTAIN CORPORATE MATTERS
B. D. Industries (Pune) Limited was originally incorporated as “B. D. Industries (Pune) Private Limited” on April 16,
2010 under the provisions of the Companies Act, 1956 with the Registrar of Companies, Mumbai with CIN
U25203MH2010PTC202092. Further, our Company was converted into Public Limited Company pursuant to special
resolution passed by the shareholders of our Company in their meeting held on December 10, 2024 and the name of our
Company was changed to “B. D. Industries (Pune) Limited” and a Fresh Certificate of Incorporation consequent upon
conversion of Company to Public Limited dated December 24, 2024 was issued by Central Processing Centre bearing
CIN: U25203MH2010PLC202092.
Our Company has 7 (Seven) Shareholders as on the date of filing of Red Herring Prospectus. For further information,
please refer the chapter “Capital Structure” on page 71 of this Red Herring Prospectus.
Corporate Profile of our Company
For information on our Company’s business profile, activities, services, managerial competence, and customers, see “Our
Business” and “Our Management” on page 107 and 135 respectively of this Red Herring Prospectus.
Change in registered office of our Company
Since incorporation registered office of our Company was situated at 5, Raj Rajeshwari Road, Opp Naval Stores Main
Gate, L.B.S. Marg, Narayan Nagar, Ghatkopar (West), Mumbai, Maharashtra, India – 400086. On April 17, 2019 the
registered office shifted to 15th Flr, 1501-B, Universal Majestic, PL Lokhande Marg G M Link Road, Nr R B K
International School, Mumbai City, Govandi West Mumbai, Maharashtra, India, 400043. Thereafter, there have been no
changes in the location of registered office of our company.
Main Objects of our Company
The main objects of our Company is (1) to carry out the business of manufacturing, trading and designing of Fuel tanks
specially for automobile industries, water tanks, plastic pallets including collapsible and folding pallets, steel reinforced
plastic pallets, steel fabricated tank, structures, machinery, designing of steel and aluminum moulds and manufacture of
traffic cones, plastic bins, plastic automobile parts and other plastic materials and products in India and elsewhere
including textiles, plastic trolley crates, road safety products and plastic furniture and (2) to engage in Manufacturing,
trading and supply of moulds, plastic, rubber products, plastic granules, metal, Casting products, tools, dyes and all allied
machinery related to it and Design, development and consultancy services for tools dyes and moulds.
The main objects as contained in the MoA enable our Company to carry on the business presently being carried out and
the activities proposed to be undertaken pursuant to the objects of this Issue.
Amendments to the Memorandum of Association
Date of
Sr.
Shareholders’ Particulars
No.
resolution
Our Company was converted from a private limited company into a public limited
company and consequently the name of our Company was changed from ‘B. D.
December 10, Industries (Pune) Private Limited’ to ‘B. D. Industries (Pune) Limited’ and fresh
1
2024 certificate of Conversion dated December 24, 2024 was issued by the Registrar of
Companies, Central Processing Centre. Accordingly, Clause I of the MoA was amended
to reflect the name of our Company.
The new clause was inserted “To engage in Manufacturing, trading and supply of
moulds, plastic, rubber products, plastic granules, metal, Casting products, tools, dyes
2 October 28, 2024
and all allied machinery related to it and Design, development and consultancy services
for tools dyes and moulds”
Clause V of the MoA was amended to reflect the increase in Authorised Capital of our
September 27,
3 Company from ₹ 1,00,00,000 divided into 10,00,000 Equity Shares of face value of ₹ 10
2024
each to ₹ 15,00,00,000 divided into 1,50,00,000 Equity Shares of face value of ₹ 10 each.
September 27,
4 To align the provisions of the Memorandum of Association of the Company with the
2024
129Date of
Sr.
Shareholders’ Particulars
No.
resolution
provisions of the Companies Act, 2013, our Company has substituted the existing Clause
III (B) (The objects incidental or ancillary to the attainment of the main objects) with a
new Clause III (B) (Matters which are necessary for furtherance of the objects specified
in Clause III (A)) and delete the existing Clause III (C) i.e. the other objects in the
Memorandum of Association of the Company and Clause IV be altered to clarify that the
limited liability of members shall specifically extend only to the amount unpaid, if any,
on the shares held by them.
Major events and milestones
The table below sets forth some of the key events, milestones, awards and accreditations in our history since its
incorporation.
Year Events
1984 BDI started journey in 1984 with repairs and manufacturing of traction batteries
1999 Initiated with R&D on plastic fuel tanks
2000 Started supplies to Mahindra & Mahindra
2010 Incorporation of our Company
2010 Acquired Toyo Container (Partnership firm)
Our Company was awarded Achieving Excellence in Recognition of Partner-Level Performance 2012
2012
by John Deere Presented by Agricultural & Turf Division.
2018 One of the original founders of the company exited the company
2019 Our Company was first time awarded as Most Emerging Supplier for the year presented by Kubota.
2023 Crossed Turnover of 50 Crore
2024 Supplied 2 million of Fuel tanks.
Company converted from Private Limited Company to Public Limited Company vide and fresh
2024 certificate of Conversion dated December 24, 2024 was issued by the Registrar of Companies, Central
Processing Centre.
2024 Acquired B.D. Industries (India) Private Limited. as a 100.00% Wholly Owned Subsidiary
2024 Accredited with an ISO 9001:2015 certified Company for Quality Management System
2025 Accredited with an ISO 14001:2015 certified Company for Environmental Management System
Accredited with an ISO 45001:2018 certified Company for for Occupational Health and Safety
2025
Management System
Significant Financial or Strategic Partnerships
Our Company has not entered into any significant financial or strategic partnerships except as entered in its normal course
of business.
Time and cost over –runs in setting up projects and certain other adverse remarks
As on the date of this Red Herring Prospectus, our Company has not experienced any material time/cost overrun in setting
up any project or business operations
Details regarding material acquisition or disinvestments of business / undertakings, mergers, amalgamation
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 other than the acquisition of B.D.
Industries (India) Private Limited as a wholly owned subsidiary on September 30, 2024. B. D. Industries (Pune) Limited
had acquired 100% shareholding of B.D. Industries (India) Private Limited via transfer from Mr. Akshay Saini and Mr.
Rahul Saini for an aggregate amount of ₹ 665.29 lakhs on September 30, 2024. Accordingly, BDIIPL become our wholly
owned subsidiary.
Details of Merger/Amalgamation
There has been no merger/amalgamation pertaining to our Company in the last 10 (ten) years.
130Revaluation of assets
Our Company has neither revalued its assets nor has issued any Equity Shares (including bonus shares) by capitalizing
any revaluation reserves in the last ten years.
Defaults or Rescheduling of Borrowings with Financial Institutions/ Banks
As of date of this Red Herring Prospectus, there are no defaults or rescheduling of borrowings from financial institutions
or banks or conversion of loans into equity in relation to our Company.
Launch of key products or services, entry into new geographies or exit from existing markets
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, see “Our Business” and “History and Certain Corporate Matters” on page 107 and 129 respectively of this Red
Herring Prospectus.
Capacity/facility creation, location of plants
For details with respect to our capacity/facility creation, location of plants, see “Our Business” on page 107 of this Red
Herring Prospectus.
Shareholders Agreement
Our Company, our Directors, our Promoters, the members of the Promoter Group and / or, the Shareholders are not party
to any agreements, including any deed of assignment, acquisition agreement, shareholders agreement, inter-se
agreement/arrangement or agreements of like nature, with respect to securities of our Company and which provide any
special rights to any Shareholders / Stakeholders. We confirm there are no other clauses or covenants which our
Company, our Directors, our Promoters, the members of the Promoter Group or the Shareholder are a party to, in relation
to securities of our Company, which are material and adverse or prejudicial to the interest of the minority / public
shareholders. Further as on the date of this Red Herring Prospectus, there are no subsisting shareholders agreement among
our shareholders vis-à-vis our Company. Further any special rights to any shareholders / stakeholders; post listing shall
be subject to approval of the Shareholders by way of a special resolution, in a general meeting of the Company held post
listing of the Equity Shares.
Other Agreements
Non-Compete Agreement
Our Company has entered into a Non-Compete Agreement dated May 22, 2025, with its Wholly Owned Subsidiary,
namely B. D. Industries (India) Private Limited. Under this agreement, each entity has identified its respective areas of
business operations and have agreed not to compete with each other in their respective business domains.
Agreements with Key Managerial Personnel or Senior Managerial Personnel or Directors or Promoters or any
other employee of the Company
There are no agreements entered into by the Key Managerial Personnel or Senior Managerial Personnel or Directors or
Promoters or any other employee of the Company, either by themselves or on behalf of any 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.
Guarantees Given by Promoters
Except as stated in the “Financial Information” and “Financial Indebtedness” beginning on page nos. 159 and 207
respectively of this Red Herring Prospectus, our Promoters has not given any material guarantee to any third party with
respect to the Equity Shares as on the date of this Red Herring Prospectus.
Holding Company
We do not have a holding company as on the date of this Red Herring Prospectus.
131Our Subsidiary
B.D. Industries (India) Private Limited is the Wholly Owned Subsidiary of our Company. For details with respect to our
Subsidiary, please see the section entitled “Our Subsidiary” beginning on page no.133 of this Red Herring Prospectus.
Associate or Joint ventures of our Company
As on the date of this Red Herring Prospectus, our Company does not have any joint ventures or associate companies.
132OUR SUBSIDIARY
Our Company has one (1) Wholly Owned Subsidiary (WOS) as on the date of this Red Herring Prospectus. Unless stated
otherwise, information in relation our Subsidiary is as on the date of this Red Herring Prospectus. Our subsidiary is
considered “Material Subsidiary” as per the definition of SEBI (ICDR) Regulations, 2018 and SEBI (LODR)
Regulations, 2015.
Set out below are details of our subsidiary.
B.D. INDUSTRIES (INDIA) PRIVATE LIMITED
M/s. B.D. Industries (India) Private Limited (referred to as “the Company”/ “BDIIPL”), incorporated as private limited
company in India as on May 09, 2009 with Registrar of Companies, Mumbai. The registered office of the Company is
15th Flr, 1501-B, Universal Majestic, PL Lokhande Marg G M Link Road, Nr R B K International School, Mumbai City,
Govandi West, Mumbai, Maharashtra, India, 400043. Company is engaged in the business including but not limited to
Manufacturing of plastic products. B. D. Industries (Pune) Limited had acquired 100% shareholding of B.D. Industries
(India) Private Limited via transfer from Mr. Akshay Saini and Mr. Rahul Saini for an aggregate amount of ₹ 665.29
lakhs on September 30, 2024. Accordingly, BDIIPL become our wholly owned subsidiary.
The Corporate Identification Number of BDIIPL is U29253MH2009PTC192285.
Nature of Business
The main objects of BDIIPL is (1) to carry on the business of takeover of Partnership Firm named “M/s B. D. Industries
and to carry out the business of manufacturing, trading and designing of water tanks, plastic pallets, steel reinforced,
plastic pallets, steel reinforced plastic pallets, steel fabricated tank and structures, machinery, designing and
manufacturing of steel and aluminum moulds and manufacture of traffic cones, plastic bins, plastic automobile parts
including fuel tanks and other plastic materials and products in India and elsewhere including textile, plastic trolleys,
crates, road safety products, plastic furniture including steel reinforced plastic beds and (2) to engage in Manufacturing,
trading and supply of moulds, plastic, rubber products, plastic granules, metal, Casting products, tools, dyes and all allied
machinery related to it and Design, development and consultancy services for tools dyes and moulds.
Capital Structure
The authorized share capital of BDIIPL is ₹ 1,00,00,000 divided into 10,00,000 equity shares of face value ₹ 10 each.
The issued, subscribed and paid-up capital of BDIIPL is ₹ 1,00,000 divided into 10,000 equity shares of face value ₹ 10
each.
Board of Directors:
Sr. No. Name of the Director DIN Designation
1 Dalbirpal Saini 01505619 Managing Director
2 Arti Saini 02584878 Whole Time Director
3 Akshay Saini 02825814 Non-Executive Director
4 Rahul Saini 07846846 Non-Executive Director
5 Sanjay Damani 03078104 Non-Executive Independent Director
Shareholding of BDIIPL:
Name of the Shareholders No of Shares % of Shareholding
B. D. Industries (Pune) Limited 9,999 99.99%
Dalbirpal Saini (Nominee Shareholder of B. D. Industries
1 0.01%
(Pune) Limited)
Total 10,000 100.00%
133Summary of financial information of BDIIPL
(Rs. in lakhs)
FY 2025 FY 2024 FY 2023
Share Capital 1.00 1.00 1.00
Net worth 838.57 550.97 455.45
Total Income (Including Other Income) 4,563.65 4239.60 4271.91
Profit after Tax 287.60 95.52 238.43
Basic and Diluted EPS 2,876.02 955.22 2384.29
Net Asset Value per share 8,385.72 5509.71 4554.50
Total Borrowings 1,459.28 1616.86 1102.48
Amount of accumulated profits or losses
There are no accumulated profits or losses of any of our Subsidiary which are not accounted for by our Company in the
Consolidated Financial Statements.
Listing
None of the securities of our Subsidiary are listed on any stock exchange(s) in India or abroad. Further none of the
securities of our Subsidiary have been refused listing by any stock exchange(s) in India or abroad, nor has our Subsidiary
failed to meet the listing requirements of any stock exchange in India or abroad.
Business interest of our Subsidiary in the Company
Our Subsidiary does not have any interest in our Company’s business other than as stated in “Our Business”, “History
and Certain Corporate Matters” and “Financial Information”, on page nos. 107, 129 and 159 respectively, of this Red
Herring Prospectus.
134OUR MANAGEMENT
In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and
subject to the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the
Company shall not be less than three (3) and not more than fifteen (15). As on date of this Red Herring Prospectus,
we have Eight (8) Directors on our Board, which includes one (1) Managing Director, one (1) Whole Time Director,
three (3) Non-Executive Directors and three (3) Independent Directors.
Set forth below, are details regarding our Board as on the date of this Red Herring Prospectus:
Name, DIN, Date of Birth, Designation, Address,
Age Other Directorships
Occupation, Term, Period of Directorship
Dalbirpal Saini 65 years Indian Companies
• B.D. Industries (India) Private
DIN: 01505619 Limited
Date of Birth: June 24, 1960 Foreign Companies
Nil
Designation: Chairman and Managing Director
Address: 24th Floor, B-2401, Trump Tower, The Park,
Pandurang Budkar Marg, Worli, Mumbai-400018,
Maharashtra, India.
Occupation: Business
Term: Re-Designated as Chairman and Managing Director
for period of Five (05) years with effect from January 14,
2025 until January 13, 2030 and is liable to retire by
rotation.
Period of Directorship: Director since April 16, 2010
Nationality: Indian
Sanjay Patil 58 years Indian Companies
Nil
DIN: 10911385
Foreign Companies
Date of Birth: September 02, 1966 Nil
Designation: Whole Time Director
Address: A-204, Panchshill Apartment, Andhen Kurla
Road, Near Divine Child School, Andheri East, Mumbai,
Maharashtra - 400093
Occupation: Service
Term: Appointed as Whole Time Director for period of
Five (05) years with effect from January 18, 2025 until
January 17, 2030 and is liable to retire by rotation.
Period of Directorship: Director from January 18, 2025
Nationality: Indian
Arti Saini 60 years Indian Companies
• B.D Industries (India) Private
DIN: 02584878 Limited
135Name, DIN, Date of Birth, Designation, Address,
Age Other Directorships
Occupation, Term, Period of Directorship
Date of Birth: September 10, 1964 Foreign Companies
Nil
Designation: Non-Executive Director
Address: 23rd Floor, B-2301, Trump Tower, The Park,
Pandurang Budkar Marg, Worli, Mumbai-400018,
Maharashtra, India
Occupation: Business
Term: Appointed as Non-Executive Director for period of
Five (05) years with effect from January 14, 2025 until
January 13, 2030 and is liable to retire by rotation.
Period of Directorship: Director from January 14, 2025
Nationality: Indian
Akshay Saini 36 years Indian Companies
• B.D Industries (India) Private
DIN: 02825814 Limited
• B.D. Inno Ventures Private
Date of Birth: December 05, 1988 Limited
Designation: Non-Executive Director Foreign Companies
Nil
Address: B3, 119/120, Dhaaram Kutir, Rajawadi CHS,
Chitranjan Nagar, Ghatkopar East, Rajawadi, Mumbai,
Maharashtra – 400077
Occupation: Business
Term: Re-Designated as Non-Executive Director for
period of Five (05) years with effect from January 14, 2025
until January 13, 2030 and is liable to retire by rotation
Period of Directorship: Director since May 28, 2018
Nationality: Indian
Rahul Saini 34 years Indian Companies
• B.D Industries (India) Private
DIN: 07846846 Limited
• B.D. Inno Ventures Private
Date of Birth: October 19, 1990 Limited
Designation: Non-Executive Director Foreign Companies
Address: B3, 119/120, Dhaaram Kutir, Rajawadi CHS, Nil
Chitranjan Nagar, Ghatkopar East, Rajawadi, Mumbai,
Maharashtra – 400077
Occupation: Business
Term: Re-Designated as Non-Executive Director for
period of Five (05) years with effect from January 14, 2025
until January 13, 2030 and is liable to retire by rotation
Period of Directorship: Director since May 28, 2018
136Name, DIN, Date of Birth, Designation, Address,
Age Other Directorships
Occupation, Term, Period of Directorship
Nationality: Indian
Vijay Kalantri 76 years Indian Companies
• Balaji Infra Projects Ltd
DIN: 00019510 • Hindustan Housing Finance &
Development Corporation Limited
Date of Birth: January 05, 1949 • Dighi Logistics Private Limited
• All India Association of Industries
Designation: Non-Executive Independent Director
• Maharashtra Tenpin Bowling
Association
Address: Windsor Grande Residences D- 1302 New Link
• M.Visvesvaraya Industrial
Road. Lokhandwala Complex. Goregaon West. Mumbai -
Research and Development Centre
400102
• World Trade Centre Bhubaneswar
(Odisha) Association
Occupation: Service
• World Trade Centre (Goa)
Association
Term: Appointed as Non-Executive Independent Director
• World Trade Centre Jaipur
for period of Five (05) years with effect from January 14,
(Rajasthan) Association
2025 until January 13, 2030 and is not liable to retire by
rotation
Foreign Companies
Period of Directorship: Director since January 14, 2025
Nil
Nationality: Indian
Laxmidas Merchant 65 years Indian Companies
• Balkrishna Industries Limited
DIN: 00007722
• Adventure Marketing Private
Limited
Date of Birth: November 14, 1959
• Colorful Media Private Limited
Designation: Non-Executive Independent Director • Dhanishta Commercials Private
Limited
Address: Ramkrupa Tower, Blk. No. 92, Parekh Street,
• Oriental Rubber Industries
Opp. Harkishan Hospital, Girgaon, Mumbai - 400004
Private Limited
• Pranatharthi Commercials
Occupation: Service
Private Limited
Term: Appointed as Non-Executive Independent Director • RB Media Holdings Private
for period of Five (05) years with effect from January 14, Limited
2025 until January 13, 2030 and is not liable to retire by
• RB Mediasoft private limited
rotation
• RRB Mediasoft Private Limited
Period of Directorship: Director since January 14, 2025 • Reliance Media Transmission
Private Limited
Nationality: Indian • RB Holdings Private Limited
• Reliance Life Sciences Private
Limited
• Sanchar Content Private
Limited
• Vanishree Commercials Private
Limited
• Watermark Infratech Private
Limited
137Name, DIN, Date of Birth, Designation, Address,
Age Other Directorships
Occupation, Term, Period of Directorship
Foreign Companies
Nil
Sanjay Damani 35 years Indian Companies
• The Nav Bharat Refrigeration
DIN: 03078104
And Industries Limited
• Shreelekha Global Finance
Date of Birth: September 16, 1989
Limited
Designation: Non-Executive Independent Director • Simplex Realty Limited
• Lucky Vyapaar And Holdings
Address: Damani House, II, Cuffe Parade, Colaba,
Private Limited
Mumbai - 400 005
• Simplex Renewable Resources
Private Limited
Occupation: Service
• Enas Foundation
Term: Appointed as Non-Executive Independent Director • SVA India Ltd
for period of Five (05) years with effect from January 14,
• Simplex Modern Homes Private
2025 until January 13, 2030 and is not liable to retire by
Limited
rotation
• B. D. Industries (India) Private
Period of Directorship: Director since January 14, 2025 Limited
Nationality: Indian
Foreign Companies
Nil
Brief Profile of our Directors
Dalbirpal Saini, aged 65 years, is the one of the founding Promoter of the Company. He is currently designated as
Chairman and Managing Director w.e.f. January 14, 2025 of the company. He does not have any specific qualification
& does not hold any Bachelor / Master or any professional degree. He has an experience of over 3 decades in the field
of Manufacturing, Operations, Management. He is currently responsible for the overall working of the Company and
is instrumental in making strategic decisions. He is providing his technical knowledge & expertise, guidance for the
business development activities for growth and expansion of our Company and has been guiding force behind the
growth of the company since inception.
Sanjay Patil, aged 58 years, is the Whole Time Director of the Company w.e.f. January 18, 2025. His professional
journey with B.D.I Group started with serving as a Senior Vice President since 2018 at our subsidiary Company. He
has obtained his bachelor’s degree in Mechanical Engineering from Karnatak University, Dharwad in the year 1987
and Master of Management Studies in Marketing from Somaiya Institute of Management Studies and Research,
University of Mumbai in the year 1990. With over three decades of diverse experience has gained extensive expertise
in Marketing, Sales, Accounts, and Administration across various sectors. He has worked with many organizations
including Schoeller Allibert Time Materials Handling Solutions Ltd, V3 Engineer Pvt Ltd , Garware Polyester Ltd
and Goodlass Nerolac Paints Ltd. Currently, he is responsible for overall operations of the Company, utilizing his
wealth of experience to drive growth and innovation.
Arti Saini, aged 60 years, is one of the Promoters of our Company and she was associated with the Company as an
employee from April 01, 2022 to January 13, 2025. She is appointed as Non-Executive Director w.e.f. January 14,
2025. She does not have any specific qualification & does not hold any Bachelor / Master or any professional degree.
She has an experience of over decade in Manufacturing industry. She is instrumental in devising and implementing
the overall strategy and growth of our Company and in maintaining cordial relations.
Akshay Saini, aged 36 years, is one of the Promoters of our Company and he is associated with our Company since
2011. He was acting as Executive Director from May 28, 2018 to January 13, 2025 and redesignated as Non-Executive
Director from January 14, 2025. He has obtained Bachelor’s degree in Electronic Engineering from University of
138Mumbai and also holds Post Graduate Programme in Family Managed Business from S. P. Jain Institute of
Management & Research. He has an overall experience of over a decade in manufacturing industry. As Promoter of
the Company, he is providing his expertise for growth and expansion of our Company.
Rahul Saini, aged 34 years, is one of the Promoters of our Company and he is associated with the Company since
2013. He was acting as Executive Director from May 28, 2018 to January 13, 2025 and redesignated as Non-Executive
Director from January 14, 2025. He holds Bachelor’s Degree in Business Administration from Kingston University.
He has an overall experience of over a decade in manufacturing industry. As Promoter of the Company, he is providing
his expertise for supply chain and procurement of materials in our Company.
Vijay Kalantri, aged 76 years is a Non- Executive Independent Director of our Company. He was appointed on the
Board of our Company w.e.f. January 14, 2025. He completed a Certificate Course in Weaving of Man-Made Fiber
Fabrics in 1969.With over four decades of experience, he has contributed across diverse sectors, including Textiles,
Trading, IT, Telecom, and Infrastructure Projects. He has been associated with Balaji Infra Projects Ltd since 1985,
playing a key role in the company’s development. An experienced professional in the Indian industry, he is recognized
for his leadership and expertise. He also serves as the President of the All India Association of Industries (AIAI) and
as the Chairman of the World Trade Center Mumbai. His knowledge and career across various sectors bring valuable
insights to our Board. His leadership and vision will support the company’s ongoing progress and strategic direction.
Laxmidas Merchant, aged 65 years, is a Non-Executive Independent Director of our Company. He joined the Board
on January 14, 2025. He has been a member of the Institute of Chartered Accountants of India since 1984 and has
over three decades of experience in Accounting, Finance, and Taxation, with expertise in both Direct and Indirect
Taxes. He holds the position of Group Controller at Reliance Industries Limited (RIL) and serves as a Trustee for
several social and educational institutions, including the Dhirubhai Ambani Foundation, Sir H. N. Hospital Trust, etc.
His experience in finance, governance, and social welfare aligns with the Company’s values and objectives, providing
valuable insight to the Board.
Sanjay Damani, aged 35 years, is a Non-Executive Independent Director of our Company. He was appointed to the
Board effective January 14, 2025. He holds a Bachelor of Science in Business Administration from Bryant University.
He has experience across various industries, including Real Estate and Renewable Energy. He holds directorship
positions in several organizations. His strategic insights will support the Company’s growth, ensuring alignment with
its mission and values while focusing on long-term progress.
Confirmations
• None of the Directors of our Company are Wilful Defaulters or Fraudulent Borrowers as on the date of this RHP.
• None of the Directors of our Company are declared Fugitive Economic Offenders under Section 12 of the
Fugitive Economic Offenders Act, 2018. Further, our Directors are not debarred from accessing the capital
markets by SEBI.
• None of our directors are or have been directors in any of the listed companies, which have been/ were delisted
from the stock exchange(s). None of our directors are or have been directors in any of the listed companies
whose shares have been/were suspended from being traded on the BSE Limited / National Stock Exchange of
India Limited.
• None of our directors are or have been directors in any of the listed companies in the 5 (five) years preceding
the date of this RHP, whose shares have been/were suspended from being traded on any of the stock exchange(s)
during his / her tenure in that Company(ies).
• There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to
which any of the abovementioned Directors was selected as director or member of senior management.
• The Company has not entered into any service contracts with its Directors providing for benefits upon
termination of employment
139Relationship between our Directors and any of our Directors and our Key Managerial Personnel and Senior
Management Personnel
As on date of this Red Herring Prospectus, none of the Directors and Key Managerial Personnel and Senior
Management Personnel except as mentioned below:
Dalbirpal Saini, Arti Saini, Akshay Saini and Rahul Saini are related to each other.
• Dalbirpal Saini is the husband of Arti Saini.
• Dalbirpal Saini is the father of Akshay Saini and Rahul Saini.
• Arti Saini is the mother of Akshay Saini and Rahul Saini
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 amounts 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.
Service Contracts
Other than the statutory benefits that the KMPs are entitled to, upon their retirement, Directors and the Key Managerial
Personnel of our Company have not entered into any service contracts pursuant to which they are entitled to any
benefits upon termination of employment or retirement.
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. Our Company has, pursuant to a resolution passed
by the Shareholders at an extra ordinary general meeting held on January 14, 2025, authorised our Board to borrow
from time to time, any sum or sums of monies which together with the monies already borrowed by our Company
(apart from temporary loans obtained or to be obtained from our Company’s bankers in the ordinary course of
business) may exceed the aggregate of the paid up capital of our Company and its free reserves provided that the total
amount so borrowed by the Board shall not at any time exceed ₹ 50,000 lakhs or the aggregate of the paid up capital
and free reserves of our Company, whichever is higher.
Remuneration/Compensation/Commission payable to Directors
Dalbirpal Saini, Chairman and Managing Director
The compensation payable to our Chairman and Managing Director will be governed as per the terms of their
appointment and shall be subject to the provisions of the Companies Act, 2013 read with Schedule V to the Companies
Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof).
The compensation package payable to him as resolved in the shareholders meeting held on January 14, 2025 is stated
hereunder:
The total remuneration Payable to Dalbirpal Saini, Chairman and Managing Director, shall not exceed a sum of ₹
150.00 Lakhs per annum (inclusive of salary, perquisites, benefits, incentives and allowances) for a period of 3 years
from January 14, 2025 to January 13, 2028.
Sanjay Patil, Whole Time Director
The compensation payable to our Whole Time Director will be governed as per the terms of their appointment and
shall be subject to the provisions of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and
the rules made thereunder (including any statutory modification(s) or re-enactment thereof).
The compensation package payable to him as resolved in the shareholders meeting held on January 18, 2025 is stated
hereunder:
140The total remuneration Payable to Sanjay Patil, Whole Time Director shall not exceed a sum of ₹ 84 lakhs per annum
(inclusive of salary, perquisites, benefits, incentives and allowances) for a period of 3 years from January 18, 2025 to
January 17, 2028
Remuneration/Compensation paid to Directors by our company:
The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2025 is as follows:
Sr. No. Name of the Director Remuneration (₹ in lakhs)
1. Dalbirpal Saini 72.90
2. Rahul Saini 23.05*
3. Akshay Saini 23.35*
4. Sanjay Patil 29.16**
* Rahul Saini and Akshay Saini were Executive directors till January 13, 2025 and later they were re-designated as
Non-executive Director. Total remuneration includes other fees also which were paid for the FY 2024-25.
** Mr. Sanjay Patil, who held the position of Vice President in our Subsidiary Company during that period and was
paid ₹ 22.80 Lakhs in FY 2024-25, which was included in the above remuneration.
Note: Arti Saini was working as an employee and was paid salary of ₹ 34.20 lakhs for the Fiscal 2025. Further she
was appointed as Non-Executive Director on January 14, 2025.Total remuneration includes other fees also which
were paid for the FY 2024-25.
Payment of sitting fees to Non-Executive Directors and Non-executive Independent Directors of our Company
Pursuant to a resolution passed by our Board on January 23, 2025, our Non-Executive Director and Non-Executive &
Independent Directors are each entitled to receive a sitting fee of ₹ 10,000 each for attending meeting of our Board
and ₹ 10,000 for every meeting of the various committees of our Board.
Sitting fees paid to other Non-Executive Directors for the FY 2024-25 are as follows:
Sr.
Name of Director Sitting Fees paid (₹ in lakhs)
No.
1 Vijay Kalantri 0.20
2 Laxmidas Merchant 0.50
3 Sanjay Damani 0.60
The abovementioned remuneration and perquisites are subject to the ceiling laid down in Section 197 and Schedule V
of the Companies Act and all other applicable provisions of the Companies Act as may be amended from time to time.
In case of payment of remuneration in excess of the prescribed limits, recovery of the excess amount may be waived
by the Board of Directors upon the recommendation of the Nomination and Remuneration Committee and with the
approval of the Central Government as per the proviso to Section 197(1) of Companies Act, 2013.
Except as stated in this RHP, no amount or benefit has been paid by our Company within the 2 (two) preceding years
or is intended to be paid or given by our Company to any of our Company’s officers including our Directors and key
managerial personnel.
Except as mentioned in their appointment letter, none of the Directors is party to any bonus or profit-sharing plan of
our Company other than the performance linked incentives given to each of the Directors in accordance with the terms
of their appointment.
Remuneration paid by our Subsidiary
None of our Directors received or were entitled to receive any remuneration from our Subsidiary in FY 2024-25,
except for Mr. Sanjay Patil, who held the position of Vice President in our Subsidiary Company during that period
and was paid Rs. 22.80 Lakhs in FY 2024-25.
Loans to Directors
141There are no loans that have been availed by the Directors from our Company that are outstanding as on the date of
this Red Herring Prospectus.
Shareholding of Directors in our Company
Except as stated below, none of our Directors holds any Equity Shares of our Company as on the date of this Red
Herring Prospectus:
Number of Equity % of the pre-Issue Equity
Sr. No. Name of Director
Shares Share Capital
1 Dalbirpal Saini 51,05,100 51.00%
2 Arti Saini 31,03,100 31.00%
3 Akshay Saini 9,00,880 9.00%
4 Rahul Saini 9,00,890 9.00%
Total 10,009,970 99.99%
Interest of our Directors
Our Directors may be deemed to be interested to the extent of remuneration / sitting fees paid / payable to them for
services rendered as a Director of our Company and reimbursement of expenses, if any, payable to them.
Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in
which they are associated as promoters, directors, partners, proprietors or trustees or kartas or coparceners or held by
their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are
interested as promoters, directors, partners, proprietors, members or trustees, pursuant to this Issue. Except as
disclosed in “Financial Information” and “Our Promoters and Promoter Group” beginning on Page Nos. 159 and 150,
respectively of this Red Herring Prospectus, our Directors are not interested in any other company, entity or firm.
Except as stated in “Restated Financial Information, Annexure V, Note-33 Related Party Transactions” from the
chapter titled “Restated Financial Information” on Page No. 159 of this Red Herring Prospectus, our Directors do not
have any other interest in the business of our Company.
Interest as to property
Except as mentioned in “Our Business - Land and Property” and “Restated Financial Information – Annexure V, Note
33 – Related Party Transactions” from the chapter titled “Restated Financial Information” on Page Nos. 107 and 159
of this Red Herring Prospectus our Directors do not have any interest in any property acquired or proposed to be
acquired by our Company.
Changes in our Board during the Last Three Years
Except as disclosed below, there have been no changes in our Board during the last three years.
Name of Director Date of Change Reasons for Change/ Appointment
Sanjay Patil January 18, 2025 Appointed as Whole Time Director
Arti Saini January 14, 2025 Appointed as Non-Executive Director
Akshay Saini January 14, 2025 Re-designated as Non-Executive Director
Dalbirpal Saini January 14, 2025 Re-designated as Chairman and Managing Director
Rahul Saini January 14, 2025 Re-designated as Non-Executive Director
Laxmidas Merchant January 14, 2025 Appointed as Non-Executive Independent Director
Sanjay Damani January 14, 2025 Appointed as Non-Executive Independent Director
Vijay Kalantri January 14, 2025 Appointed as Non-Executive Independent Director
Corporate Governance
In addition to the applicability of provisions of Companies Act, 2013 with respect to corporate governance, provisions
of the SEBI (LODR) Regulations, 2015 have also been complied with, to the extent applicable to our Company.
142Our Company stands committed to good Corporate Governance practices based on the principles such as
accountability, transparency in dealing with our stakeholders, emphasis on communication and transparent report. We
have complied with the requirements of the applicable regulations, including Regulations, in respect of Corporate
Governance including constitution of the Board and its Committees. 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.
Our Board functions either as a full Board or through the various committees constituted to oversee specific
operational areas. As on date of this Red Herring Prospectus, we have Eight (8) Directors on our Board, which includes
one (1) Managing Director, one (1) Whole Time Director, three (3) Non-Executive Directors and three (3) Independent
Directors.
The following committees have been constituted for compliance with Corporate Governance requirements:
A. Audit Committee;
B. Nomination and Remuneration Committee;
C. Stakeholders Relationship Committee.
A. AUDIT COMMITTEE
Our Board has constituted the Audit Committee vide Board Resolution dated January 23, 2025 in accordance with the
Section 177 of the Companies Act, 2013. The audit committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Laxmidas Merchant Non-Executive Independent Director Chairman
Sanjay Damani Non-Executive Independent Director Member
Akshay Saini Non-Executive Director Member
The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee
The role of Audit Committee shall include but shall not be restricted to the following:
1. Overseeing our Company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;
2. Recommending to the Board for appointment re-appointment, and replacement, remuneration and terms of
appointment of the internal auditor, cost auditor and statutory auditor and the fixation of audit fee
3. Approving payments to the statutory auditors, internal and cost auditors for any other services rendered by
statutory auditors, internal and cost auditors;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission
to the board for approval, with particular reference to:
a) 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;
b) changes, if any, in accounting policies and practices and reasons for the same;
c) major accounting entries involving estimates based on the exercise of judgment by management;
d) significant adjustments made in the financial statements arising out of audit findings;
e) compliance with listing and other legal requirements relating to financial statements;
f) disclosure of any related party transactions;
g) Qualifications and modified opinions in the draft audit report;
5. Reviewing, with the management, the quarterly, half yearly and annual financial statements before submission
to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, 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
143utilisation of proceeds of a public issue or rights issue or preferential issue or qualified institutions placement
public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with related parties;
9. Scrutiny of inter-corporate loans and investments
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the whistle blower mechanism;
19. Approval of appointment of CFO (or the whole-time Finance Director or any other person heading the finance
function or discharging that function) after assessing the qualifications, experience & background, etc. of the
candidate;
20. Review of management discussion and analysis report, management letters issued by the statutory auditors, etc;
21. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
22. 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.
23. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.
The powers of the Audit Committee include the following:
1. To investigate activity within its terms of reference;
2. To seek information from any employees;
3. To obtain outside legal or other professional advice;
4. To secure attendance of outsiders with relevant expertise, if it considers necessary; and
The Audit Committee shall mandatorily review the following information:
(1) Management discussion and analysis of financial condition and results of operations;
144(2) Management letters / letters of internal control weaknesses issued by the statutory auditors;
(3) Internal audit reports relating to internal control weaknesses; and
(4) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee.
(5) Statement of deviations:
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).
Meeting Of Audit Committee and Relevant Quorum
The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall
elapse between two meetings. The quorum for audit committee meeting shall either be two members or one third of
the members of the audit committee, whichever is greater, with at least two independent directors.
B. NOMINATION AND REMUNERATION COMMITTEE
Our Board has constituted the Nomination and Remuneration Committee vide Board Resolution January 23, 2025 in
accordance with section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises
of:
Name of the Directors Nature of Directorship Designation in Committee
Laxmidas Merchant Non-Executive Independent Director Chairman
Sanjay Damani Non-Executive Independent Director Member
Akshay Saini Non-Executive Director Member
The Company Secretary of our Company acts as the Secretary to the Committee.
The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:
1. Formulation of 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;
2. for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate
the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a
description of the role and capabilities required of an independent director. The person recommended to the Board
for appointment as an independent director shall have the capabilities identified in such description. For the
purpose of identifying suitable candidates, the Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) consider the time commitments of the candidates.
3. formulation of criteria for evaluation of Independent Directors and the Board;
4. devising a policy on Board diversity;
5. identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal;
6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors; and
7. recommend to the board, all remuneration, in whatever form, payable to senior management.
145Meeting of Nomination and Remuneration Committee and Relevant Quorum
The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one
third of the members of the committee, whichever is greater, including at least one independent director in attendance.
The Committee is required to meet at least once a year
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
Our Board has constituted the Stakeholders’ Relationship Committee vide Board Resolution January 23, 2025 in
accordance with Section 178 of the Companies Act, 2013. The Stakeholder’s Relationship Committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Akshay Saini Non-Executive Director Chairman
Sanjay Damani Non-Executive Independent Director Member
Rahul Saini Non-Executive Director Member
The Company Secretary of the Company will act as the Secretary of the Committee.
This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:
1. Allotment and listing of our shares in future.
2. Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report,
transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;
3. Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity
Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission
of shares and debentures;
4. Reference to statutory and regulatory authorities regarding investor grievances;
5. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;
6. To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.
Compliance with SME Listing Regulations
The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to our
Company immediately upon the listing of Equity Shares of our Company on SME Platform of BSE Limited.
146Management Organizational Structure
Board of
Directors
Sagar Ashwini Swapnil Pranshu Indu
Prerana
Gaikwad Sharma Bhosale Garg Prakash
Bhargav Gor
(PM) (DGMD) (GMS) (CFO) (PM)
(CS & CO)
Terms & Abbreviations
CFO Chief Financial Officer
CS & CO Company Secretary and Compliance Officer
PM Plant Manager
DGMD Deputy General Manager Design
GMS General Manager Sales
Our Key Managerial Personnel
In addition to our Managing Director whose details have been provided under paragraph above titled ‘Brief Profile of
our Directors’, set forth below are the details of our Key Managerial Personnel as on the date of filing of this Red
Herring Prospectus:
Pranshu Garg, aged 31 years is Chief Financial Officer of our Company. He holds Bachelor’s Degree in Commerce
from University of Mumbai and also holds membership with Institute of Chartered Accountants of India. In the past,
he was associated with B S R & Co. LLP (KPMG), MSKA & Associates (BDO). He was also been associated with
our promoter group company from May 2021 to December 2024 in the capacity of Accounts and Finance Department
Head. He has been associated with our Company from January 2025 and has received remuneration of ₹ 6.88 lakhs
during Fiscal 2025. He oversees finance and accounts of our Company. Further from May 01, 2025 his revised
remuneration of ₹ 25.00 lakhs per annum. He has approximately 7 years of experience.
Prerana Bhargav Gor, aged 39 years is Company Secretary and Compliance Officer of our Company. She holds a
Bachelor‘s degree in Commerce from University of Mumbai and also holds membership with Institute of Company
Secretaries of India. She also holds degree of Bachelor of Laws and Masters of Law from University of Mumbai. In
the past, she was associated with Peri (India) Private Limited, FRR Shares & Securities Limited and was also in
practice with SKJ & Associates. She has been associated with our Company from January 2025 and has received
remuneration of ₹ 2.15 lakhs during Fiscal 2025. She is entitled to an aggregate remuneration of ₹ 9.00 lakhs per
annum. She has approximately 15 years of experience.
147Our Senior Managerial Personnel
Apart from our Managing Directors, Chief Financial Officer and Company Secretary and Compliance Officer, whose
details have been provided under paragraph above titled ‘Brief Profile of our Directors’ and ‘Our Key Managerial
Personnel’, set forth below are the details of our Senior Managerial Personnel as on the date of filing of this Red
Herring Prospectus:
Indu Prakash, aged 30 years, is Plant Manager of Hoshiarpur, Punjab unit of our Subsidiary Company. He holds a
bachelor’s degree in Mechanical Engineering from Dr. A.P.J. Abdul Kalam University, Uttar Pradesh. He has been
associated with our Company from Fiscal 2017 and has received remuneration of ₹ 7.03 lakhs during Fiscal 2025. He
has approximately 9 years of experience.
Sagar Gaikwad, aged 48 years, is Plant Manager of Pune unit of our Company. He holds a Bachelor’s degree in
Chemical Engineering from Shivaji University. In the past, he was associated with various companies including
Lumax Corgnalia Auto Techno Pvt. Ltd., Harita Ferhrer Limited, Harita Seating System Limited, Pinnacle Industries
Limited, Milton Plastic Limited. He has been associated with our Company from April 2024 and has received
remuneration of ₹ 14.87 lakhs during Fiscal 2025. He has approximately 24 years of experience.
Ashwini Sharma, aged 42 years, is Deputy General Manager Design of our Company. He holds a Bachelor’s degree
of Technology in Mechanical Engineering from Udaipur, Rajasthan. He also holds a Certificate in foundation in
Mechanical CADD at CADD Centre Training Services in Mumbai. In the past, he was associated with Larsen &
Toubro Limited, Godrej & Boyce Mfg. Co. Ltd, Zamil Steel, Max Aerospace & Aviation Private Limited. He has
been associated with our Company from Fiscal 2018 and has received remuneration of ₹ 14.39 Lakhs during Fiscal
2025. He has approximately 16 years of experience.
Swapnil Bhosale, aged 43 years is General Manager OEM Sales of our Company. He holds a Bachelor’s degree in
Commerce from University of Mumbai and he also holds Master’s Degree in Commerce from University of Mumbai.
In the past, he was associated with SKF India Limited, Fenner India Limited, SRF Limited and Lakshmi Precision
Screws Limited. He has been associated with our Company from Fiscal 2020 and has received remuneration of ₹
23.92 Lakhs during Fiscal 2025. He has approximately 16 years of experience.
All our Key Managerial Personnel and Senior Managerial Personnel are permanent employees of our Company.
Key Managerial Personnel at our Subsidiary:
Pritesh Padhiyar, aged 26 years is the Chief Financial Officer of our Subsidiary. He was appointed as CFO on
February 01, 2025. He is a qualified Chartered Accountant from The Institute of Chartered Accountants of India.
Previously He was associated with BDI Group from February 2024. He has experience in the areas of taxation,
accounting and finance. He has received remuneration of ₹ 1.82 Lakhs during Fiscal 2025. Further from May 01, 2025
he was appraised with revised remuneration of ₹ 13.20 lakhs per annum. He has approximately 2 years of experience.
Aishwarya Goyal, aged 35 years is the Company Secretary and Compliance Officer of our Subsidiary. She was
appointed on February 01, 2025. She is a Qualified Company Secretary and member of the Institute of Company
Secretaries of India. She has experience in handling Statutory Compliance and Secretarial Matters. She was associated
with Narantak Dealcomm Limited, Ativir Group and Ashika Exports Pvt Ltd. She is currently responsible to handle
statutory compliance requirements. She has been associated with our Company from February 2025 and has received
remuneration of ₹ 0.25 Lakhs during Fiscal year 2025. She has approximately 12 years of experience.
All the above Key Managerial Personnel are permanent employees of our subsidiary Company.
Other Confirmations
i. Our Company has not entered into any service contracts, pursuant to which its KMPs / SMPs are entitled to
benefits upon termination of employment. Except statutory benefits upon termination of their employment in our
Company or superannuation, no KMPs / SMPs are entitled to any benefit upon termination of employment or
superannuation.
ii. There is no arrangement or understanding with major shareholders, customers, suppliers or any others pursuant
to which any of the abovementioned KMPs / SMPs have been recruited.
iii. All the KMPs / SMPs mentioned above are permanent employees of our Company and none of them are related
to each other or to any Director of our Company.
148iv. As on the date of filing of this DRHP, our Company does not have a performance linked bonus or a profit sharing
plan with the KMPs / SMPs.
v. There is no contingent or deferred compensation payable to our KMPs / SMPs, which does not form part of their
remuneration.
vi. No non-salary-related payments or benefits have been made to our KMPs / SMPs based on targets achieved and
general performance.
Relationship of Key Managerial Personnel and Senior Management Personnel with our Directors, Promoters
and / or other Key Managerial Personnel and Senior Management Personnel
None of our KMPs and SMPs are related to our Directors, Promoters and / or any other KMPs & SMPs. Further none
of our KMPs and SMPs hold any Equity Shares in our Company as on date of this Red Herring Prospectus:
Employees
As on May 31, 2025, we had 44 and 98 employees on our payroll on a standalone and consolidated basis respectively.
Further we also employ contract labour for our factory operations.
Employee stock option, stock appreciation right and stock purchase schemes
As on date of this Red Herring Prospectus, our Company does not have any employee stock option during the period
or a stock appreciation right scheme and stock purchase schemes.
Payment or benefit to Key Managerial Personnel and Senior Management of our Company
Except as disclosed in this Red Herring Prospectus, no amount or benefit has been paid or given within two preceding
years or is intended to be paid or given to any of the Key Managerial Personnel and Senior Management except the
normal remuneration for services rendered by them. Additionally, there is no contingent or deferred compensation
payable to any of our Key Managerial Personnel and Senior Management.
Changes in Key Managerial Personnel and Senior Management in the Last Three Years
In addition to the changes specified under “Changes in our Board during the Last Three Years”, set forth below, are
the changes in our Key Managerial Personnel and Senior Management in the last three years immediately preceding
the date of filing of this Red Herring Prospectus:
Reasons for
Name Date of Appointment Date of Cessation Change/
Appointment
Sagar Gaikwad April 02, 2024 - Appointment
Pritesh Padhiyar* February 01, 2024 - Appointment
Pranshu Garg January 01, 2025 - Appointment
Prerana Bhargav Gor January 01, 2025 - Appointment
Aishwarya Goyal February 01, 2025 - Appointment
*Pritesh Padhiyar was associated with B. D. Industries (Pune) Limited since February 01, 2024 and was appointed
in B.D. Industries (India) Private Limited on February 01, 2025.
The attrition of the Key Management Personnel and Senior Management is as per the industry standards.
149OUR PROMOTER AND PROMOTER GROUP
Our Promoters
The Promoters of our Company are Dalbiraj Hemraj Saini, Arti Saini, Akshay Saini and Rahul Saini.
As on date of this Red Herring Prospectus, our Promoters i.e. Dalbiraj Hemraj Saini, Arti Saini, Akshay Saini and Rahul
Saini holds 1,00,09,970 Equity Shares in our Company, representing 99.99% of the issued, subscribed and paid-up Equity
Share capital of our Company.
For details of the build-up of the Promoters’ Equity shareholding in our Company, see “Capital Structure – History of
the Equity Share capital held by our Promoters”, on page 71 of this Red Herring Prospectus.
Details of our Promoters:
Name and Details
Dalbiraj Saini, aged 65 years, is the Promoter, Chairman and Managing
Director of our Company. For his complete profile along with the details of
his date of birth, address, educational qualification, experience in the
business, directorships held, other ventures, etc, see “Our Management - on
page 135 of this Red Herring Prospectus.
PAN: AAQPS2602G
Other Interests:
1. B.D. Industries (India) Private Limited
2. B.D. Inno Ventures Private Limited
3. B.D. Industries
Arti Saini, aged 60 years, is the Promoter and Non - Executive Director of
our Company. For her complete profile along with the details of her date of
birth, address, educational qualification, experience in the business, ,
directorships held, other ventures, etc, see “Our Management - on page 135
of this Red Herring Prospectus.
PAN: AAQPS2601F
Other Interests:
1. B.D. Industries (India) Private Limited
2. B.D. Inno Ventures Private Limited
3. B.D. Industries
Akshay Saini, aged 36 years, is the Promoter and Non - Executive Director
of our Company. For his complete profile along with the details of his date
of birth, address, educational qualification, experience in the business,
directorships held, other ventures, etc, see “Our Management - on page 135
of this Red Herring Prospectus.
PAN: BKEPS0065C
Other Interests:
1. B.D. Industries (India) Private Limited
2. B.D. Inno Ventures Private Limited
3. Araa Industrial Product
150Name and Details
Rahul Saini, aged 34 years, is the Promoter and Non - Executive Director
of our Company. For his complete profile along with the details of his date
of birth, address, educational qualification, experience in the business,
directorships held, other ventures, etc, see “Our Management - on page 135
of this Red Herring Prospectus.
PAN: CMWPS5447K
Other Interests:
1. B.D. Industries (India) Private Limited
2. B.D. Inno Ventures Private Limited
3. Araa Industrial Product
Other Undertakings and Confirmations
We confirm that the Permanent Account Number, Bank Account Number, Passport Number, Driving License number
and Aadhaar Card number of our Promoters has been submitted to the Stock Exchange at the time of filing of the Draft
Red Herring Prospectus with the Stock Exchange.
Our Promoters and the members of our Promoter Group have confirmed that they have not been identified as wilful
defaulters or fraudulent borrowers by the RBI or any other governmental authority.
Our Promoters has not been declared as a fugitive economic offender under the provisions of section 12 of the Fugitive
Economic Offenders Act, 2018.
No violations of securities laws have been committed by our Promoters or members of our Promoter Group or Group
Companies in the past or are currently pending against them. None of (i) our Promoters and members of our Promoter
Group or persons in control of or on the boards of bodies corporate forming part of our Group Company (ii) the
Companies with which any of our Promoters are or were associated as a promoters, director or person in control, are
debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities under
any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities
issued by any such entity by any stock exchange in India or abroad.
Change in Control of our Company
There has not been any change in the control of our Company in the five years immediately preceding the date of this
Red Herring Prospectus.
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 no. 135 of this Red Herring Prospectus.
Interest of our Promoters
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of
their shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their
shareholding in our Company or the shareholding of their relatives in our Company. For details of the shareholding and
directorships of our Promoters in our Company, please refer to the chapter titled “Capital Structure”, “Our Management”
and “Restated Financial Information - Related Party Transactions” beginning on Page Nos. 71, 135 and 159,
respectively of this Red Herring Prospectus.
Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i) in
which our Promoters hold shares, or (ii) controlled by our Promoters.
For further details of interest of our Promoters in our Company, see “Financial Information” – “Related party
transactions” on page 159 of this Red Herring Prospectus.
151Our Promoters may also be deemed to be interested to the extent of the remuneration, benefits and reimbursement of
expenses payable to them as Directors on our Board. For further details, see “Our Management” on page 135 of this
Red Herring Prospectus.
Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be paid to
our Promoters or to any firm or company in cash or shares or otherwise by any person either to induce him to become,
or to qualify him as a director, promoters or otherwise for services rendered by such Promoters or by such firm or
company, in connection with the promotion or formation of our Company.
Except to the extent of their Directorship and shareholding in our Group Companies, our Promoters do not have any
interest in any venture that is involved in any activities similar to those conducted by our Company. For further details,
see “Our Management” beginning on page 135 of this Red Herring Prospectus.
Except as disclosed in Intellectual property under chapter titled “Our Business” on page no. 107 of this Red Herring
Prospectus, our Promoters are not interested in any other entity which holds any intellectual property rights that are used
by our Company.
Interest of Promoters in our Company other than as a Promoter
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 properties of our Company
Our Promoters are not interested in the properties acquired by our Company in the three years preceding the date of filing
of this Red Herring Prospectus with BSE or proposed to be acquired by our Company, or in any transaction by our
Company for the acquisition of land, construction of building or supply of machinery.
Other Interest and Disclosures
Except as stated in this section and the chapters titled “Our Management”, “Our Business”, “Financial Indebtedness”
and “Restated Financial Information - Related Party Transactions” beginning on Page No. 135, 107, 207 and 159, our
Promoters does not have any interest in our Company other than as a Promoters.
Except as disclosed in “Financial Statements” and “Financial Indebtedness” on page 159 and 207 respectively in this
Red Herring Prospectus, our Promoters and members of our Promoter Group have (i) not extended any personal
guarantees and (ii) have not provided their personal properties, for securing the repayment of the bank loans obtained by
our Company. Our Promoters have also advanced certain unsecured loans to our Company, for further details, please
refer to the chapter titled “Financial Indebtedness” on page 207 of this Red Herring Prospectus.
Our Promoters are not interested in any transaction in acquisition of land or property, construction of building and supply
of machinery, or any other contract, agreement or arrangement entered into by the Company and no payments have been
made or are proposed to be made in respect of these contracts, agreements or arrangements.
There is no conflict of interest between the suppliers of raw materials and third party service providers (crucial for
operations of our Company) and our Company, Promoters, Promoter Group, Key Managerial Personnel, Directors,
Subsidiary and its Group Company and its directors.
Payment or benefits to our Promoters and Promoter Group during the last two years
Except as stated in this chapter and in the chapter titled “Restated Financial Information - Related Party Transactions”,
there has been no payment of any amount of benefits to our Promoters or the members of our Promoters’ Group during
the last two years from the date of this Red Herring Prospectus nor is there any intention to pay or give any benefit to our
Promoter or Promoters’ Group as on the date of this Red Herring Prospectus. For further details, please refer to the
chapter titled “Restated Financial Information - Related Party Transactions” beginning on Page No. 159 of this Red
Herring Prospectus.
152Material Guarantees
Except as stated in the “Financial Information” and “Financial Indebtedness” beginning on page nos. 159 and 207
respectively of this Red Herring Prospectus, our Promoters has not given any material guarantee to any third party with
respect to the Equity Shares as on the date of this Red Herring Prospectus.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018 and amendments thereof
Our Promoters and members of Promoter Group confirm that they are in compliance with the Companies (Significant
Beneficial Owners) Rules, 2018, as amended, to the extent applicable to them, as on the date of this Red Herring
Prospectus.
OUR PROMOTERS’ GROUP
In addition to our Promoters, the following individuals and entities form part of our Promoter Group in terms of
Regulation 2(1)(pp) of the SEBI (ICDR) Regulations:
A. Individuals forming part of the Promoter Group:
S. No. Name of member of our Promoter Group Relationship with our Promoter
Dalbirpal Saini
1. Late Hemraj Saini Father
2. Late Mohindar Kaur Saini Mother
3. Arti Dalbirpal Saini Spouse
4. Resham Kaur
5. Sangeeta Saini
Sisters
6. Sunita Saini
7. Late Dalvir Kaur
8. Late Balbirpal Saini Brother
9. Akshay Saini
Son
10. Rahul Saini
11. Late Kungumal Kanjani Spouse's Father
12. Pushpa Kanjani Spouse's Mother
13. Chandar Kanjani
Spouse's Brother
14. Vijay Kanjani
15. Meeta Jamb
16. Rhiya Matta Spouse's Sister
17. Sapna Raheja
Arti Saini
1. Late Kungumal Kanjani Father
2. Pushpa Kanjani Mother
3. Dalbirpal Saini Spouse
4. Meeta Jamb
5. Rhiya Matta Sister
6. Sapna Raheja
7. Chander Kanjani
Brother
8. Vijay Kanjani
9. Akshay Saini
Son
10. Rahul Saini
11. Late Hemraj Saini Spouse's Father
12. Late Mohindar Kaur Saini Spouse's Mother
13. Late Balbirpal Saini Spouse's Brother
14. Resham Kaur
15. Sangeeta Saini
Spouse's Sister
16. Sunita Saini
17. Late Dalvir Kaur
Akshay Saini
1. Dalbirpal Saini Father
153S. No. Name of member of our Promoter Group Relationship with our Promoter
2. Arti Saini Mother
3. Ridhima Saini Spouse
4. Rahul Saini Brother
5. Paarth Akshay Saini Son
6. Mahesh Bhatia Spouse's Father
7. Ritu Mahesh Bhatia Spouse's Mother
Rahul Saini
1. Dalbirpal Saini Father
2. Arti Saini Mother
3. Minal Vaswani Spouse
4. Akshay Saini Brother
5. Murlidhar Vaswani Spouse's Father
6. Sona Vaswani Spouse's Mother
7. Tanay Vaswani Spouse's Brother
B. Entities forming part of the Promoters’ Group:
Except as stated below, no other company, firm or HUF are forming part of the promoters’ group:
Sr. No. Name of the entities
1. B. D Inno Ventures Private Limited
2. B.D Industries (Partnership Firm)
3. Araa Industrial Products (Partnership Firm)
We hereby confirm that none of the promoter group entities are listed on any Stock Exchange.
Companies with which the Promoters has disassociated in the last 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 except for resigning from the Board of certain entities.
Sr. No. Name of the Companies /Firm Name of the Promoter Date of Resignation
1. B.D. Inno Ventures Private Limited Dalbirpal Saini 01/08/2022
2. B.D. Inno Ventures Private Limited Arti Saini 01/08/2022
Shareholding of the Promoter Group in our Company
Pre-Issue Post-Issue
Shareholding of the Promoters
% of Pre-Issue % of Post- Issue
Group No. of Shares No. of Shares
Capital Capital
Promoters Group
Ridhima Saini 10 Negligible 10 Negligible
Mahesh Bhatia 10 Negligible 10 Negligible
Minal Vaswani 10 Negligible 10 Negligible
Total Promoters Group Holding 30 Negligible 30 Negligible
Total Paid-up capital 10,010,000 100.00% 1,42,10,000 100.00%
For further details of shareholding of members of our Promoter and 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 no. 71 of this
Red Herring Prospectus.
154Outstanding Litigation
There is no outstanding litigation against our Promoters except as disclosed in the section titled “Risk Factors” and
chapter titled “Outstanding Litigation and Material Developments” beginning on page nos. 26 and 209 of this Red
Herring Prospectus.
155OUR GROUP COMPANIES
The definition of ‘Group Companies’ as per the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,
shall include such companies (other than promoter(s) and subsidiary/subsidiaries) with which there were related party
transactions, during the period for which financial information is disclosed, as covered under the applicable accounting
standards, and also other companies as considered material by the board.
In terms of the SEBI ICDR Regulations and in terms of the policy of materiality defined by the Board pursuant to its
resolution dated January 23, 2025, our Group Companies includes:
Those companies disclosed as related parties in accordance with Accounting Standard (“AS 18”) issued by the Institute
of Chartered Accountants of India, in the Restated Financial Statements of the Company for the last three financial years
and also other companies as considered material by the board.
Provided, companies which have been disclosed as related parties in the Restated Financial Statements of our Company
for the last three financial years, and which are no longer associated with our Company have not been disclosed as Group
Companies.
Further, B.D. Inno Ventures Private Limited (BDIVPL) is identified as our group company: The detail of our Group
Company is provided below:
B.D. INNO VENTURES PRIVATE LIMITED (BDIVPL)
Registered Office
The registered office of BDIVPL is situated at Unit No. 602, 6th Floor, Universal Majestic, P.L. Lokhande Marg,
Mumbai, Maharashtra, India, 400043.
Financial Information
The financial information derived from the audited financial statements of B.D. Inno Ventures Private Limited for the
last three financial years, as required by the SEBI ICDR Regulations is available on the website of our group company
at https://www.tring.co.in/investor-relationship
NATURE AND EXTENT OF INTEREST OF OUR GROUP COMPANY
a) In the promotion of our Company
Our Group Company does not have any interest in the promotion of our Company.
b) In the properties acquired by our Company in the preceding three years before filing the Red Herring Prospectus
or proposed to be acquired by our Company
Our Group Company is not interested, directly or indirectly, in the properties acquired or proposed to be acquired by our
Company in the three years preceding the filing of this Red Herring Prospectus.
c) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies is not interested, directly or indirectly, in any transaction for the acquisition of land, construction
of building, 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, by our
Group Companies
Except as mentioned in the sections titled “Financial Information” and “Risk Factors” on pages 159 and 26 of the Red
Herring Prospectus, our Company does not have any potential conflicts of interest with its Group Companies. Our
directors (including Promoters) and Key Managerial Personnel receive standard compensation, benefits, and expense
reimbursements, and their interest in the Company is limited to their shareholding and any dividends they may receive.
Furthermore, our Group Companies are not involved in any transactions related to acquiring land, constructing buildings,
or supplying machinery.
156COMMON PURSUITS
There are no common pursuits amongst our Group Company and our Company. We will adopt the necessary procedures
and practices as permitted by law to address any conflict situation, if and when they arise.
RELATED PARTY TRANSACTIONS AND SIGNIFICANCE ON THE FINANCIAL STATEMENTS
Other than the transactions disclosed in “Restated Financial Statements” beginning on page 159 there are no other
business transactions between our Company and the Group Company which are significant to the financial performance
of our Company.
BUSINESS INTERESTS OR OTHER INTERESTS
Except as disclosed in “Financial Statements” on page no.159 of this Red Herring Prospectus, our Group Company has
no business interest in our Company.
MATERIAL LITIGATIONS
Other than as disclosed in “Outstanding Litigations and Material Developments” on page 209 of this Red Herring
Prospectus, our Group Company is not party to any litigation which may have material impact on our Company.
OTHER CONFIRMATIONS
Our Group Company is not listed on any stock exchange. Our Group Company has not made any public or rights issue
of securities in the preceding three years.
157DIVIDEND POLICY
As on the date of this Red Herring Prospectus, our Company does not have a formal dividend policy. The declaration and
payment of dividends on our Equity Shares, if any, will be recommended by our Board and approved by the Shareholders,
at their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies
Act.
The declaration of any dividend will depend on a number of factors, including but not limited to our earnings, capital
requirements, contractual restrictions, results of operations, financial condition, cash requirements, business prospects
and any other financing arrangements, applicable legal restrictions and overall financial position of the Exchange. The
Board may also, from time to time, declare interim dividends from the profits of a particular Fiscal in which such interim
dividend is sought to be declared.
Our Company has not declared any dividends on the Equity Shares during the last three Financial Years ended March
31, 2023, March 31, 2024 and March 31, 2025, and for the period from April 1, 2025 to until the date of this Red Herring
Prospectus. The past trend in relation to our payment of dividends, if any, is not necessarily indicative of future trends in
declaration of dividend by our Company or our Company’s dividend policy, and there is no guarantee that any dividends
will be declared or paid in the future. For details in relation to the risk involved, see “Risk Factors – 46” on page no. 26
of this Red Herring Prospectus.
158SECTION VII- FINACIAL INFORMATION
RESTATED FINANCIAL INFORMATION
INDEPENDENT AUDITORS' REPORT ON THE RESTATED FINANCIAL STATEMENTS
(As required by Section 26 of Companies Act, 2013 read with Rule 4 of Companies Prospectus and Allotment of
Securities) Rules, 2014)
To,
The Board of Directors,
B. D. Industries (Pune) Limited
15th 1501-B, Universal Majestic,
PL Lokhande Marg G M Link Road,
Nr RBK International School,
Mumbai 400043.
Independent Auditor’s Examination Report on Restated Financial Statements in connection with the proposed
Initial Public Offering on SME Platform (“IPO” or “SME IPO”) of B. D. Industries (Pune) Limited (formerly
known as B. D. Industries (Pune) Private Limited).
1. We have examined the attached restated financial information of B. D. Industries (Pune) Limited (hereinafter referred
to "the Company" comprising the restated consolidated statement of assets and liabilities as on March 31, 2025,
restated consolidated statement of profit and loss and restated consolidated cash flow statement for the year ended
March 31, 2025; the restated statement of assets and liabilities as on March 31, 2024 and 2023, restated statement of
profit and loss and restated cash flow statement for the years ended March 31, 2024 and 2023, the significant
accounting policies and notes to the restated financial statements and other explanatory information (collectively
referred to as the “Restated Financial Information” or “Restated Financial Statements”) annexed to this report.
These Restated Financial Statements have been prepared by the management of the Company and approved by the
Board of Directors at their meeting in connection with the proposed IPO of the Company.
2. These restated financial statements have been prepared in accordance with the requirements of:
a) Section 26 read with the applicable provisions within Rule-4 to 6 of Companies (Prospectus and Allotment of
Securities) Rules, 2014 of Companies Act, 2013, as amended (hereinafter referred to as the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
(“the Regulation”) (“SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India (SEBI)
and amendments made thereto;
c) The terms of reference to our engagements with the Company requesting us to examine financial statements
referred to above and proposed to be included in the Red Herring Prospectus/ Prospectus being issued by the
Company for its proposed Initial Public Offering of equity shares on SME Platform of Stock Exchange (“IPO”
or “SME IPO”);
d) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India as amended from time to time ("the Guidance Note").
3. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Statements for the
purpose of inclusion in the Red Herring Prospectus/ Prospectus being issued by the Company in connection with its proposed
IPO. The Restated Financial Statements have been prepared by the Management of the Company on the basis of
preparation stated in Annexure IV to the Restated Financial Statements. The responsibility of the Board of Directors
of the Company includes designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Financial Statements. The Board of Directors is also responsible for
identifying and ensuring that the Company and its subsidiary complies with the Act, ICDR Regulations and the
Guidance Note.
4. We have examined such Restated Financial Statements taking into consideration:
a) The terms of reference and terms of our engagement letter in connection with the proposed IPO of the
Company;
b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued
159by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Financial Statements and
d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist
you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the
Guidance Note in connection with the proposed IPO of the Company.
5. The Restated Financial Statements of the Company have been compiled by the Company from the consolidated
audited financial statements of the company and its subsidiary for the period ended on March 31, 2025 and the
standalone audited financial statements of the Company for the years ended March 31, 2024 and 2023 prepared in
accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014, as amended and other accounting principles generally accepted in India.
6. For the purpose of our examination, we have relied on:
a. Auditors’ report issued by us dated June 20, 2025 on the consolidated financial statements of the Company
and its subsidiary as at and for year ended March 31, 2025. Our opinion on consolidated financial statements
is not modified.
b. Auditors’ reports issued by M/s Shankar & Kishor, Chartered Accountants (the previous auditors), on the
standalone financial statements of the Company for the years ended March 31, 2024 and 2023. The opinion of
the previous auditors is not modified for any of those years.
7. In accordance with the requirements of Act, ICDR Regulations as amended from time to time, the Guidance Note and
the terms of our engagement letter, we report that:
i. The “Restated Consolidated Statement of Assets and liabilities” of the Company as at March 31, 2025 and the
“Restated Statement of Assets and liabilities” of the Company as at March 31, 2024 and 2023 as set out in
Annexure I to this report have been arrived at after making such adjustments and regroupings to the audited
consolidated/individual financial statements of the Company, as in our opinion were appropriate and more
fully described in Significant Accounting Policies and Notes to the Restated Financial Statements as set out in
Annexure IV & V.
ii. The “Restated Consolidated Statement of Profit and Loss” of the Company for the year ended March 31, 2025
and the “Restated Statement of Profit and Loss” of the Company for the financial years ended March 31, 2024
and 2023 as set out in Annexure II to this report have been arrived at after making such adjustments and
regroupings to the consolidated/individual financial statements of the Company, as in our opinion were
appropriate and more fully described in Significant Accounting Policies and Notes to the Restated Financial
Statements as set out in Annexure IV & V.
iii. The “Restated Consolidated Statement of Cash Flow” of the Company for the year ended March 31, 2025 and
the “Restated Statement of Cash Flow” of the Company for the financial years ended March 31, 2024 and
2023 as set out in Annexure III have been arrived at after making such adjustments and regroupings to the
consolidated individual financial statements of the Company, as in our opinion were appropriate and more
fully described in Significant Accounting Policies and Notes to Restated Financial Statements as set out in
Annexure IV & V.
8. Based on the above information we are of the opinion that in the “Restated Financial Statements”:
a. The amount of Employee Benefit expenses with respect to gratuity and compensated absences has been restated
considering the below-mentioned working. The negative figures in the below- mentioned table indicate ‘Increase’
in the amount of Employee Benefit expenses and the positive figures indicate ‘Decrease’ in the amount of
Employee Benefit expenses charged in the books of account due to restatement.
(Rs in Lakhs)
Sr. Consolidated as at As at 31st As at 31st
Particulars
No 31st March, 2025 March, 2024 March 2023
(a) (i) Impact of Restatement of Employee
Benefit expenses on the Net Profit after 31.23 (6.31) (24.92)
tax as per Audited profit & loss account
160Sr. Consolidated as at As at 31st As at 31st
Particulars
No 31st March, 2025 March, 2024 March 2023
Total 31.23 (6.31) (24.92)
b. The amount of Deferred Tax Asset has been restated considering the below mentioned working. The negative
figures in the below mentioned table indicate ‘decrease’ in the amount of Deferred Tax Income and the positive
figures indicate ‘Increase’ in the amount of Deferred Tax Income charged in the books of account due to
restatement.
(Rs in Lakhs)
Sr. Consolidated as at As at 31st As at 31st
Particulars
No 31st March, 2025 March, 2024 March 2023
(a) (ii) Impact of Restatement of Deferred tax
Income on the Net Profit after tax as per (38.20) 9.36 22.85
Audited profit & loss account
Total (38.20) 9.36 22.85
9. OTHER FINANCIAL INFORMATION
We have also examined the following other financial information relating to the Company prepared by the
Management and approved by the Board of Directors of the Company and annexed to this report relating to the
Company for the year ended March 31, 2025 and the financial years ended March 31, 2024 and 2023 proposed to be
included in the Red Herring Prospectus /Prospectus ("Offer Document”) for the proposed IPO.
Sr.
Particulars Annexure No.
No
1. Restated Statement of Assets and Liabilities Annexure I
2. Restated Statement of Profit & Loss Annexure II
3. Restated Statement of Cash Flows Annexure III
4. Significant Accounting Policy and Notes To The Restated Summary Statements Annexure IV
Restated Statement of Share capital Annexure V (2)
Restated Statement of Reserves & Surplus Annexure V (3)
Restated Statement of Long term Provisions Annexure V (4)
Restated Statement of Long term borrowings Annexure V (5)
Restated Statement of Short term borrowings Annexure V (6)
Restated Statement of Trade payables Annexure V (7)
Restated Statement of Other Current Liabilities Annexure V (8)
Restated Statement of Short Term Provisions Annexure V (9)
Restated Statement of Property, Plant and Equipment and Intangible assets Annexure V (10)
Restated Statement of Capital Work in Progress Annexure V (11)
Restated Statement of Goodwill on Consolidation Annexure V (12)
Restated Statement of Other non-current assets Annexure V (13)
Restated Statement of Deferred Tax Asset (Net) Annexure V (14)
Restated Statement of Inventories Annexure V (15)
Restated Statement of Trade receivables Annexure V (16)
Restated Statement of Cash and Cash Equivalents Annexure V (17)
Restated Statement of Short terms loans and advances Annexure V (18)
Restated Statement of Other Current assets Annexure V (19)
Restated Statement of Revenue from operations Annexure V (20)
Restated Statement of Other income Annexure V (21)
Restated Statement of Purchase of stock -in-trade/ Traded Goods Annexure V (22)
Restated Statement of Change in Inventories Annexure V (23)
Restated Statement of Employment benefit expenses Annexure V (24)
Restated Statement of Finance cost Annexure V (25)
Restated Statement of Depreciation and amortization expenses Annexure V (26)
Restated Statement of Other expenses Annexure V (27)
Restated Statement of Notes to Accounts Annexure V (28-45)
161Sr.
Particulars Annexure No.
No
5. Statement Of Accounting Ratio as restated Annexure VI
6. Note on Reconciliation of Profits & Reconciliation of Net Worth Annexure VII
7. Capitalization Statement Annexure VIII
10. The Restated Financial Information contains all the disclosures required by the SEBI ICDR regulations and partial
disclosures as required by Accounting Standards notified under section 133 of Companies Act, 2013.
11. We have not audited any financial statements of the Company as of any date or for any period subsequent to March
31, 2025. Accordingly, we do not express any opinion on the financial position, results or cash flows of the Company
as of any date or for any period subsequent to March 31, 2025.
12. The preparation and presentation of the restated financial statements referred to above based on the audited financial
statements of the Company in accordance with the provisions of the Act and the Financial Information referred to
above is the responsibility of the management of the Company.
13. Consequently, the financial information has been prepared after making such regroupings and adjustments as were,
in our opinion, considered appropriate to comply with the same. As a result of these regroupings and adjustments,
the amount reported in the financial information may not necessarily be same as those appearing in the respective
audited financial statements for the relevant years.
14. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports, nor
should this be constructed as a new opinion on any of the financial statements referred to herein.
15. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
16. Our report is intended solely for use of the management and for inclusion in the Offer Document in connection with
the IPO-SME for Proposed Issue of Equity Shares of the Company and our report should not be used, referred to,
adjusted or distributed for any other purpose without our prior consent in writing.
We, M/s Jagdish & Harish, Chartered Accountants have been subjected to the peer review process of the Institute of
Chartered Accountants of India ("ICAI') and hold a valid peer review certificate issued by the "Peer Review Board" of
the ICAI.
For M/s Jagdish & Harish
Chartered Accountants
Firm Registration Number: 120028W
Peer Review No: 018482
Sd/-
Harish D Shetty
Partner
Membership No: 108210
UDIN: 25108210BMGPOH3738
Place: Mumbai
Date: June 20, 2025
162B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure I - Restated Financial Statement of Assets and Liabilities
(Rs in lakhs)
Note Consolidated as at March
Particulars As at March 31, 2024 As at March 31, 2023
No 31, 2025
(I) EQUITY AND LIABILITIES
1Shareholder's Fund
a) Equity share capital 2 1,001.00 1.00 1.00
b) Reserves and Surplus 3 1,113.29 1,352.74 1,034.74
Total Equity 2,114.29 1,353.74 1,035.74
2Non-Current Liabilities
a) Long-term Provisions 4 46.60 30.27 24.26
b) Long-term borrowings 5 982.90 109.80 39.94
Total Non-Current Liabilities 1,029.50 140.08 64.21
3Current Liabilities
a) Short-term borrowings 6 1,236.44 396.08 180.69
b) Trade Payables
Dues of Micro enterprises and Small enterprises 153.71 114.79 320.54
7
Dues of Others 1,623.05 849.10 870.89
c) Other Current Liabilities 8 270.53 121.38 155.47
d) Short-term Provisions 9 462.75 220.97 90.60
Total Current Liabilities 3,746.49 1,702.33 1,618.20
Total Equity and Liabilities 6,890.28 3,196.14 2,718.14
(II) ASSETS
1 Non-Current Assets
a) Property, Plant and Equipment 912.14 234.14 183.23
10
b) Intangible Assets 0.16 0.16 0.16
c) Capital work-in-progress 11 228.95 - -
d) Goodwill on Consolidation 12 60.03 - -
e) Other non-current assets 13 10.00 - -
f) Deferred tax Assets (Net) 14 123.53 44.25 36.99
Total Non-Current Assets 1,334.81 278.55 220.38
2Current Assets
a) Inventories 15 2,963.52 1,068.73 766.72
b) Trade Receivables 16 2,181.03 1,576.70 1,372.15
c) Cash and Cash Equivalents 17 188.20 94.32 127.96
d) Short-term Loans and Advances 18 170.77 171.97 222.79
e) Other Current Assets 19 51.94 5.87 8.15
Total Current Assets 5,555.47 2,917.60 2,497.77
Total Assets 6,890.28 3,196.14 2,718.14
The above statement should be read with Basis of Preparation and the Significant Accounting Policies appearing in Annexure IV and Notes to the Restated Financial
Information appearing in Annexure V.
As per our report of even date attached. For and on behalf of board of directors
For M/s Jagdish & Harish B.D. INDUSTRIES (PUNE) LIMITED
Chartered Accountants CIN : U25203MH2010PLC202092
Firm Registration No.:120028W
Sd/- Sd/- Sd/-
Harish D Shetty Dalbirpal Hemraj Saini Sanjay Devidas Patil
Partner Managing Director Whole Time Director
Membership No: 108210 DIN: 01505619 DIN: 10911385
Place : Mumbai Place : Mumbai Place : Mumbai
Date: June 20, 2025 Date: June 20, 2025 Date: June 20, 2025
UDIN: 25108210BMGPOH3738
Sd/- Sd/-
Pranshu Garg Prerana Bhargav Gor
Chief Financial Officer Company Secretary
PAN: BBOPG7617R PAN: AFKTP5862Q
Place : Mumbai Place : Mumbai
Date: June 20, 2025 Date: June 20, 2025
163B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure II - Restated Financial Statement of Profit and Loss
(Rs in lakhs)
Consolidated
for the year ended for the year ended
Particulars Note No for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
(I) INCOME
Revenue from Operations 20 8,237.85 5,425.02 5,461.30
Other Income 21 175.43 108.13 48.59
Total Income 8,413.28 5,533.15 5,509.89
(II) EXPENSES
Purchase of stock -in-trade/ Traded Goods 22 5,044.56 3,663.48 4,046.10
Change in Inventories 23 ( 741.23) (302.02) (277.66)
Employee Benefit Expenses 24 702.74 412.62 374.98
Finance cost 25 249.85 83.99 67.63
Depreciation and Amortisation Expenses 26 190.74 54.15 51.66
Other Expenses 27 1 ,848.95 1,180.12 1,045.07
Total Expenses 7,295.61 5,092.34 5,307.78
(III)Profit/(Loss) before exceptional and extraordinary items 1,117.67 440.81 202.11
Exceptional items - - -
Extraordinary items - - -
(IV)Profit/(Loss) Before Tax 1,117.67 440.81 202.11
Current Tax 308.31 1 30.08 51.03
Adjustments for earlier years 22.77 - -
Deferred Tax 14 ( 28.24) (7.27) 1.86
Total tax 302.84 122.81 52.89
(V) Profit/(Loss) After Tax 814.83 318.00 149.22
Pre Acquisition Profit / Loss (54.28) - -
(VI)Net Profit Transferred to Reserves 760.54 318.00 149.22
Earning per share (Face Value-10)*
Basic 34 7.60 3,180.03 1,492.16
Diluted 7.60 3,180.03 1,492.16
Restated Earning per share (Face Value-10)*
Basic 34 7.60 3 .18 1.49
Diluted 7.60 3 .18 1.49
*Based on weighted average number of shares
The above statement should be read with Basis of Preparation and the Significant Accounting Policies appearing in Annexure IV and Notes to the
Restated Financial Information appearing in Annexure V.
As per our report of even date attached. For and on behalf of board of directors
For M/s Jagdish & Harish B.D. INDUSTRIES (PUNE) LIMITED
Chartered Accountants CIN : U25203MH2010PLC202092
Firm Registration No.:120028W
Sd/-
Harish D Shetty Sd/- Sd/-
Partner Dalbirpal Hemraj Saini Sanjay Devidas Patil
Membership No: 108210 Managing Director Whole Time Director
Place : Mumbai DIN: 01505619 DIN: 10911385
Date: June 20, 2025 Place : Mumbai Place : Mumbai
UDIN: 25108210BMGPOH3738 Date: June 20, 2025 Date: June 20, 2025
Sd/- Sd/-
Pranshu Garg Prerana Bhargav Gor
Chief Financial Officer Company Secretary
PAN: BBOPG7617R PAN: AFKTP5862Q
Place : Mumbai Place : Mumbai
Date: June 20, 2025 Date: June 20, 2025
164B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure III - Restated Cash Flow Statement
(Rs in lakhs)
Consolidated as at for the year ended for the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(I) CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) before tax 1,117.67 440.81 202.11
Adjustments
Add : Depreciation 190.74 54.15 51.66
Add : Sundry Balances Written Back ( 166.64) (98.89) (40.92)
Add : Finance Cost 249.85 83.99 67.63
Less : Sundry Balances Written off 22.49 6.69 8.39
Less: (Gain) / Loss on Sale of Investment - - (1.58)
Less : Interest Income ( 8.78) (4.13) (5.73)
Operating profit before working capital changes 1,405.33 482.62 281.56
Increase/ (Decrease) in Trade payables 76.70 (128.68) 129.60
Increase/ (Decrease) in Short term provisions (255.52) 0.30 0.17
Increase/ (Decrease) in Long term provisions 16.33 6.01 4.29
Increase/ (Decrease) in Other Current Liability 78.08 (34.10) (3.83)
(Increase)/ Decrease in Inventory (741.23) (302.02) ( 277.66)
(Increase)/ Decrease in Trade Receivables 223.46 (211.24) ( 183.93)
(Increase)/ Decrease in Short Term Loans and advances 254.92 96.89 2.74
(Increase)/ Decrease in Other Non Current Asset (10.00) - -
(Increase)/ Decrease in Current Assets (19.26) 2.28 0.37
Cash flow from operations 1,028.80 (87.94) (46.69)
Less: Tax paid/(refund) Net during the year 19.26 46.07 19.44
Net Cash Flow from Operating Activities 1,009.55 (134.01) (66.13)
(II) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Property, Plant and Equipment (Net of Capital WIP) ( 1 8 5 . 8 2 ) ( 1 0 5 . 0 2 ) ( 3 6 . 2 0 )
Proceeds from sale of Mutual Fund - - 51.81
Interest Income 8.78 4.13 5.73
Acquisition of Equity Shares ( 665.29) - -
Net Cash Flow from Investing Activities ( 842.33) (100.89) 21.34
(III) CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings - 69.86 -
Repayment of long-term borrowings (100.39) - (30.89)
Proceeds from short-term borrowings 196.99 215.39 -
Repayment of short-term borrowings - - (15.93)
Finance Cost ( 249.85) (83.99) (67.63)
Net Cash Flow from Financing Activities ( 153.26) 201.26 ( 114.46)
(IV) Net change in Cash and Cash Equivalents ( I+II+III) 13.97 (33.64) ( 159.24)
Reconciliation of Cash and Cash Equivalents (IV)
Cash and Cash Equivalents at the beginning of the year * 174.23 127.96 287.21
Cash and Cash Equivalents at the end of the year 188.20 94.32 127.96
Components of Cash and Cash Equivalents [Refer Note: 17]
Cash In Hand 25.91 10.42 12.51
Balances with banks :
- Current accounts 5.81 1.05 0.78
- Bank deposits with maturity of less than 3 months 156.48 82.85 114.67
Cash and Cash Equivalents at the end of the year 188.20 94.32 127.96
* Opening Balance of April 01, 2024 includes Cash and Cash Equivalents of our Wholly Owned Subsidiary Company B.D. Industries (India) Private Limited
1. The above Cash Flow Statement has been prepared under the Indirect Method as set out in Accounting Standard-3 (AS-3) on Cash Flow Statement issued by the Institute
of Chartered Accountants of India
2. The above statement should be read with Basis of Preparation and the Significant Accounting Policies appearing in Annexure IV and Notes to the Restated Financial
Information appearing in Annexure V.
As per our report of even date attached. For and on behalf of board of directors
For M/s Jagdish & Harish B.D. INDUSTRIES (PUNE) LIMITED
Chartered Accountants CIN : U25203MH2010PLC202092
Firm Registration No.:120028W
Sd/- Sd/- Sd/-
Harish D Shetty Dalbirpal Hemraj Saini Sanjay Devidas Patil
Partner Managing Director Whole Time Director
Membership No: 108210 DIN: 01505619 DIN: 10911385
Place : Mumbai Place : Mumbai Place : Mumbai
Date: June 20, 2025 Date: June 20, 2025 Date: June 20, 2025
UDIN: 25108210BMGPOH3738
Sd/- Sd/-
Pranshu Garg Prerana Bhargav Gor
Chief Financial Officer Company Secretary
PAN: BBOPG7617R PAN: AFKTP5862Q
Place : Mumbai Place : Mumbai
165 Date: June 20, 2025 Date: June 20, 2025ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET PROFIT /(LOSS) AND
RECONCILIATION OF NETWORTH.
1
aCORPORATE INFORMATION:
B.D.Industries(Pune)Limited(FormerlyknownasB.D.Industries(Pune)PrivateLimited)isaPublicCompanydomiciledinIndiaandincorporatedunderthe
provisionsoftheCompaniesAct,1956.ThecompanyisengagedinthebusinessofmanufacturingandtradingofFuelTank,RoadSafetyProducts,Plastic
Pallets, Water Tanks, Moulds and Dies, Other Plastic Products and Related Material located in India.
bRESTATED SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS:
The accounting policies set out below have been applied consistently to the years presented in these financial statements.
cPRINCIPLES OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Company and its wholly owned subsidiary B.D. Industries (India) Private
Limited.Thefinancialstatementsofthecompanyanditssubsidiariesarecombinedonaline-by-linebasisbyaddingtogetherlikeitemsofassets,liabilities,
equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intragroup transactions.
dMETHOD OF ACCOUNTING
ThesefinancialstatementsarepreparedinaccordancewithIndianGenerallyAcceptedAccountingPrinciples(GAAP)underthehistoricalcostconventionon
theaccrualbasisexceptforcertainfinancialinstrumentswhicharemeasuredatfairvalues.GAAPcomprisesmandatoryaccountingstandardsasprescribed
underSection133oftheCompaniesAct,2013(‘Act’)readwithRule7oftheCompanies(Accounts)Rules,2014.Accountingpolicieshavebeenconsistently
appliedexceptwhereanewlyissuedaccountingstandardisinitiallyadoptedorarevisiontoanexistingaccountingstandardrequiresachangeintheaccounting
policy hitherto in use.
eBASIS OF PREPARATION OF RESTATED FINANCIAL STATEMENTS:
These financial statements have been prepared in accordance with generally accepted accounting principles ('GAAP') in India under the historical cost
conventionontheaccrualbasisofaccounting.Thesefinancialstatementshavebeenpreparedtocomplyinallmaterialaspectswiththeaccountingstandards
specified under section 133 ofthe Companies Act, 2013 read with Rule 7 ofthe Companies (Accounts) Rules, 2014 and other relevant provisions ofthe
Companies Act, 2013 (hereinafter together referred to as 'the Act') and Schedule III of the Act.
TherestatedfinancialinformationhasbeenpreparedforinclusionintheRedHerringProspectus("RHP"or"offerdocument")tobefiledbytheCompanywith
theSecuritiesandExchangeBoardofIndia("SEBI‟)inconnectionwithproposedInitialPublicOfferingofitsequitysharesoffacevalueofRs10eachofthe
Companycomprisingafreshissueofequitysharesandofferforsaleofequitysharesheldbythecertainexistingshareholders(the“Offer”),inaccordancewith
the requirements of:
a) Section 26 of part I of Chapter III of the Act
b)relevantprovisionsoftheSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirementsRegulations,2018,issuedbytheSecurities
and Exchange Board of India ('SEBI') as amended in pursuance of the Securities and Exchange Board of India Act, 1992; and
c) Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”).
The Restated financial information have been compiled from:
a)theConsolidatedauditedfinancialstatementoftheCompanyasatMarch31,2025whichhavebeenapprovedbytheBoardofDirectorsattheirmeetingheld
on June 20, 2025.
b)theauditedfinancialstatementoftheCompanyasatMarch31,2024whichhavebeenapprovedbytheBoardofDirectorsattheirmeetingheldonSeptember
05, 2024
c)theauditedfinancialstatementoftheCompanyasatMarch31,2023whichhavebeenapprovedbytheBoardofDirectorsattheirmeetingheldonSeptember
05, 2023.
There were no qualifications in the Audit Reports issued by Statutory Auditor(s) for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023
The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.
fUSE OF ESTIMATES AND JUDGEMENTS
The preparation offinancialstatements in conformitywith the GenerallyAccepted Accounting Principles requires the management tomake estimates and
assumptions thataffectthereportedamountsofassetsandliabilitiesandthedisclosureofcontingentliabilitiesonthe dateoffinancialstatements andthe
reportedamountofrevenuesandexpensesduringthereportingperiod.Examplesofsuchestimatesincludecomputationofpercentageofcompletionwhich
requiresthecompanytoestimatetheeffortsorcostsexpendedtodateasaproportionofthetotaleffortsorcoststobeexpended,provisionsfordoubtfuldebts,
incometaxesandtheusefullivesoffixedtangibleassetsandintangibleassets.Accountingestimatescanchangefromperiodtoperiod.Actualresultscould
differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the
estimates.Changesinestimatesarereflectedinthefinancialstatementsintheperiodinwhichthechangesaremadeand,ifmaterial,theireffectsaredisclosed
in the notes to the financial statements.
166gDEPRECIATION AND AMORTISATION
DepreciationontangibleassetsisprovidedonthewrittendownvaluemethodovertheusefullivesofassetsestimatedbytheManagement.Depreciationfor
assetspurchased/soldduringaperiodisproportionatelycharged.Intangibleassetsareamortisedovertheirrespectiveindividualestimatedusefullivesona
straight-linebasis,commencingfromthedatetheassetisavailabletotheCompanyforitsuse.TheManagementestimatestheusefullivesfortheotherfixed
assets as follows:
(cid:9)
Plant and Machinery : 08 Years
Office Equipment : 05 Years
Furniture and Fixtures : 10 Years
Vehicles : 08 Years
Computer Equipment : 03 Years
Electrical Installation : 10 Years
Building : 30 Years
Computer Software : 03 Years
hREVENUE RECOGNITION
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured.
Revenuefromsaleofgoods:Revenuefromsaleofgoodsisrecognisedwhenthesignificantrisksandrewardsofownershipofthegoodsaretransferredtothe
buyer and are recorded net of trade discounts, rebates, Sales Tax, Value Added Tax, Goods and Service Tax and gross of Excise Duty.
Interest Income: Interest Income is recognised on a time proportion basis taking into account the amount outstanding and applicable interest rate
iEMPLOYEE RETIREMENT BENEFITS
Short term employee benefits
It includes salaries, short term compensated absences (such as paid annual leave) where the absences are expected to occur within twelve months after the end of
theperiodinwhichtheemployeesrendertherelatedemployeeservice,profitsharingandbonusespayablewithintwelvemonthsaftertheendoftheperiodin
whichtheemployeesrendertherelatedservicesandnonmonetarybenefits(suchasmedicalcare)forcurrentemployeesareestimatedandmeasuredonan
undiscounted basis.
Defined contribution plans
Adefinedcontributionplanisapost-employmentbenefitplanunderwhichanentitypaysspecifiedcontributionstoaseparateentityandhasnoobligationto
payanyfurtheramounts.TheCompanymakesspecifiedmonthlycontributionstowardsEmployeeProvidentFundtoGovernmentadministeredProvidentFund
schemewhichisadefinedcontributionplan.TheCompany'scontributionisrecognisedasanexpenseintheStatementofProfitandLossduringtheperiodin
which the employee renders the related service.
Gratuity
Gratuityliabilityisdefinedbenefitobligationandisprovidedforonthebasisofanactuarialvaluationonprojectedunitcredit(PUC)methodmadeattheendof
each financial year.
Remeasurements,comprisingofactuarialgainsandlosses,theeffectoftheassetceiling,excludingamountsincludedinnetinterestonthenetdefinedbenefit
liabilityandthereturnonplanassets(excludingamountsincludedinnetinterestonthenetdefinedbenefitliability),arerecognisedimmediatelyinthebalance
sheetwithacorrespondingdebitorcredittoretainedearningsthroughOCIintheperiodinwhichtheyoccur.Remeasurementsarenotreclassifiedtoprofitor
loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Company recognises related restructuring costs
Netinterestiscalculatedbyapplyingthediscountratetothenetdefinedbenefitliabilityorasset.TheCompanyrecognisesthefollowingchangesinthenet
defined benefit obligation as an expense in the statement of profit and loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
• Net interest expense or income
Compensated Absences
Employeescancarry-forwardaportionoftheunutilisedaccruedcompensatedabsencesandutiliseitinfutureserviceperiodsorreceivecashcompensationon
terminationofemployment.TheCompanyrecordsanobligationforsuchcompensatedabsencesintheperiodinwhichtheemployeerenderstheservicesthat
increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method. Gratuity.
jFIXED ASSETS
Fixed Assets are stated at cost of acquisition inclusive of all incidental expenses thereto.
kINVESTMENTS
TradeinvestmentsaretheinvestmentsmadetoenhancetheCompany’sbusinessinterests.Investmentsareeitherclassifiedascurrentorlong-termbasedon
Management’sintention.Currentinvestments arecarriedatthelowerofcostandfairvalueofeachinvestmentindividually.Costforoverseasinvestments
comprisestheIndianRupeevalueoftheconsiderationpaidfortheinvestmenttranslatedattheexchangerateprevalentatthedateofinvestment.Longterm
investments are carried at cost less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment.
lINCOME TAXES
ProvisionforcurrentincometaxismadeinaccordancewiththeIncometaxact1961.Deferredtaxliabilitiesandassetsarerecognisedatsubstantivelyenacted
taxrates,subjecttotheconsiderationofprudenceontimingdifference,beingthedifferencebetweentaxableincomesandaccountingincomethatoriginatein
one period and are capable of reversal in one or more subsequent periods.
167mIMPAIRMENT OF ASSETS
TheManagementperiodicallyassessesusing,externalandinternalsources,whetherthereisanindicationthatanassetmaybeimpaired.Animpairmentlossis
recognisedwhereverthecarryingvalueofanassetexceedsitsrecoverableamount.Therecoverableamountishigheroftheasset'snetsellingpriceandvaluein
use,whichmeansthepresentvalueoffuturecashflowsexpectedtoarisefromthecontinuinguseoftheassetanditseventualdisposal.Animpairmentlossfor
anassetisreversedif,andonlyif,thereversalcanberelatedobjectivelytoaneventoccurringaftertheimpairmentlosswasrecognised.Thecarryingamountof
anassetisincreasedtoitsrevisedrecoverableamount,providedthatthisamountdoesnotexceedthecarryingamountthatwouldhavebeendetermined(netof
any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.
nFOREIGN EXCHANGE TRANSACTIONS
Foreigncurrencytransactionsarerecordedinthebooksatexchangeratesprevailingonthedateofthetransaction.Exchangedifferencesarisingonforeign
exchangetransactionssettledduringtheyear(exceptforforeignexchangedifferencesarisingonrepaymentofliabilitiesincurredforthepurposeofacquiring
fixedassets)arerecognisedasincomeorexpenseinthestatementofprofitandlossaccountofthesameperiod.Foreigncurrencyassetsandliabilitiesare
translatedattheyear-endratesandtheresultantexchangedifferences,otherthanthosearisingonliabilitiesforacquisitionoffixedassets,arerecognisedinthe
statementofprofitandlossaccount.Exchangeratedifferencesarisingontranslation/repaymentofliabilitiesforacquisitionoffixedassetsareadjustedinthe
carrying value of the respective assets.
oPROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Provisionisrecognisedwhenthereisapresentobligationasaresultofapasteventthatprobablyrequiresanoutflowofresources,andareliableestimatecanbe
madeoftheamountoftheobligation.Disclosureforcontingentliabilityismadewhenthereisapossibleobligationorpresentobligationthatmay,butprobably
willnotrequireanoutflowofresources.Noprovisionisrecognisedordisclosureforcontingentliabilityismadewhenthereisapossibleobligationorapresent
obligation and the likelihood of outflow of resources is remote. Contingent Asset is neither recognised nor disclosed in the financial statements.
pCURRENT ASSETS, LOANS AND ADVANCES
Current assets and loans and advances have a value on realisation at least equal to the amount at which they are stated in the balance sheet.
qEARNINGS PER SHARE
Basicearningspersharearecomputedbydividingthenetprofitaftertaxbytheweightedaveragenumberofequitysharesoutstandingduringtheperiod.
Dilutedearningspershareiscomputedbydividingtheprofitaftertaxbytheweightedaveragenumberofequitysharesconsideredforderivingbasicearnings
pershareandalsotheweightedaveragenumberofequitysharesthatcouldhavebeenissueduponconversionofalldilutivepotentialequityshares.Thediluted
potentialequityshares are adjusted for the proceeds receivablehad theshares beenactuallyissuedat fairvalue, whichis theaverage marketvalue ofthe
outstanding shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity
shares are determined independently for each period presented.
Thenumberofsharesandpotentiallydilutiveequitysharesareadjustedretrospectivelyforallperiodspresentedforanysharesplitsandbonussharesissues
including for changes effected prior to the approval of the financial statements by the Board of Directors.
rINVENTORIES
Inventoriesarevaluedatcostornetrealisablevalue,whicheverislower.Netrealizablevalueistheestimatedsellingpriceintheordinarycourseofbusiness,
less estimated costs of completion and estimated costs necessary to make the sale.
sPRIOR PERIOD, EXTRAORDINARY AND EXCEPTIONAL ITEMS
IncomeorExpensethatarisefromeventsortransactionsthatareclearlydistinctfromtheordinaryactivitiesofthecompanyareclassifiedasextraordinary
items.Specificdisclosureofsuchtransactionsismadeinthefinancialstatements.Similarly,anyexternaleventbeyondthecontrolofthecompany,significantly
impacting income or expense is also treated as extraordinary item and disclosed as such. Prior Period items are disclosed separately in the financial statements.
tBORROWING COST
Borrowingcostdirectlyattributabletotheacquisitionorconstructionofaqualifyingassetiscapitalisedaspartofrespectiveassets.Otherborrowingcostsare
charged to the revenue in which the same are incurred.
uCASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash and cash on deposit with banks and corporations. The Companyconsiders all highly liquid investments with a
remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.
vCASHFLOW STATEMENT
Cashflowsarereportedusingtheindirectmethod,wherebyprofitbeforetaxisadjustedfortheeffectsoftransactionsofanon-cashnature,anydeferralsor
accrualsofpastorfutureoperatingcashreceiptsorpaymentsanditemofincomeorexpensesassociatedwithinvestingorfinancingcashflows.Thecashflows
from operating, investing and financing activities of the Company are segregated.
168B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
2 Equity Share capital (Rs in lakhs)
Consolidated as at As at March 31, As at March 31,
a) Particulars
March 31, 2025 2024 2023
Authorised share capital
Equity Shares (in nos)
Shares 1 5,000,000 1,000,000 1,000,000
1 5,000,000 1,000,000 1,000,000
Equity Share Capital (in lakhs)
Share Capital of Face Value Rs 10/- each 1,500.00 100.00 100.00
Total 1,500.00 100.00 100.00
Issued, Subscribed and Fully Paid up
Equity Shares (in nos)
Shares outstanding at the beginning of the year 10,000 10,000 10,000
Add: Fully Paid Bonus Shares issued during the year in the ratio 1000:1 1 0,000,000 - -
1 0,010,000 10,000 10,000
Equity Share Capital (in lakhs)
Share Capital at the beginning of the year of Face Value Rs 10/- each 1.00 1.00 1.00
Share Capital issued during the year 1,000.00 - -
Total 1,001.00 1.00 1.00
b) The reconciliation of the numbers of shares outstanding and amount of share capital as at year end is set out below:
Consolidated as at As at March 31, As at March 31,
Particulars
March 31, 2025 2024 2023
Equity Shares (in nos)
Shares outstanding at the beginning of the year 10,000 10,000 10,000
Bonus Shares issued during the year in the ratio 1000:1 1 0,000,000 - -
Shares Outstanding at the end of the year 1 0,010,000 10,000 10,000
Equity Share Capital (in lakhs)
Share Capital at the beginning of the year of Face Value Rs 10/- each 1.00 1.00 1.00
Share Capital issued during the year 1,000.00 - -
Equity Shares Capital at the end of the year 1,001.00 1.00 1.00
c) Shares held by holding company / ultimate holding company and / or their subsidiaries / associates:
Consolidated as at As at March 31, As at March 31,
Particulars
March 31, 2025 2024 2023
Nil Nil Nil
169B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
d) Name of Equity Shareholders holding more than 5% equity shares
No of shares held % of Holding % Change during
Name of Shareholder
the Year
Dalbirpal Hemraj Saini
March 31, 2025 5 ,105,100 51.00% 0.00%
March 31, 2024 5,100 51.00% 0.00%
March 31, 2023 5,100 51.00% 0.00%
Arti Saini
March 31, 2025 3 ,103,100 31.00% 0.00%
March 31, 2024 3,100 31.00% 0.00%
March 31, 2023 3,100 31.00% 0.00%
Rahul Dalbirpal Saini
March 31, 2025 900,890 9.00% 0.00%
March 31, 2024 900 9.00% 0.00%
March 31, 2023 900 9.00% 0.00%
Akshay Saini
March 31, 2025 900,880 9.00% 0.00%
March 31, 2024 900 9.00% 0.00%
March 31, 2023 900 9.00% 0.00%
170B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
e) Shares held by promoters at the year end
% Change during
Name of Shareholder No of shares held % of Holding
the Year
Dalbirpal Hemraj Saini
March 31, 2025 5 ,105,100 51.00% 0.00%
March 31, 2024 5,100 51.00% 0.00%
March 31, 2023 5,100 51.00% 0.00%
Arti Saini
March 31, 2025 3 ,103,100 31.00% 0.00%
March 31, 2024 3,100 31.00% 0.00%
March 31, 2023 3,100 31.00% 0.00%
Rahul Dalbirpal Saini
March 31, 2025 900,890 9.00% 0.00%
March 31, 2024 900 9.00% 0.00%
March 31, 2023 900 9.00% 0.00%
Akshay Saini
March 31, 2025 900,880 9.00% 0.00%
March 31, 2024 900 9.00% 0.00%
March 31, 2023 900 9.00% 0.00%
171B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
f) Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity share having a par value of ₹ 10 per share. Each holder of equity share is entitled to one vote per share with
a right to receive per share dividend declared by the Company. In the event of liquidation of the Company, the holders of the equity shares will be
entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number
of equity shares held by the shareholder.
g) No dividend is declared by the Company during the year ended on Macrh 31, 2025, March 31, 2024, and March 31, 2023
Notes:
i) The Shareholders have all other rights as available to equity shareholders as per the provisions of The Companies Act, 2013, read together with the
Memorandum of Association and Articles of Association of the Company, as applicable.
ii) During the year ended March 31, 2025, pursuant to approval given by the shareholders in the extraordinary general meeting held on September 27,
2024, the company had issued 1,00,00,000 fully paid-up bonus equity shares of Rs. 10 each in the ratio of 1000:1 equity share of Rs. 10 each.
iii) The company including its subsidiaries have not revalued its assets since inception.
iv) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years
immediately preceding March 31, 2025:
Equity shares allotted as fully paid-up bonus shares
Period ended No. of Shares Face Value
March 31, 2025 1 0,000,000 10
March 31, 2024 - -
March 31, 2023 - -
March 31, 2022 - -
March 31, 2021 - -
The Company has neither issued any shares for consideration other than cash (apart from the above stated issue of bonus shares) nor has there been any
buy back of shares during the period of five years immediately preceding March 31, 2025.
172B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
3 Reserves and Surplus
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Retained Earnings
Opening balance 1,352.74 1,034.74 885.52
Addition during the year 760.54 318.00 149.22
Utilised for bonus issue ( 1,000.00) - -
Closing Balance 1,113.29 1,352.74 1,034.74
Securities Premium
Opening balance - - -
Addition during the year - - -
Utilised for bonus issue
Closing Balance - - -
Total 1,113.29 1,352.74 1,034.74
4 Long-term Provisions (Refer Note: 28)
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Long-Term Provision for Gratuity (Unfunded) 38.87 23.63 20.14
Long-Term Provision for Compensated Absences (Unfunded) 7.73 6.64 4.13
Total 46.60 30.27 24.26
5 Long-term Borrowings
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Secured
Term loans from Banks 331.31 - 7.98
Vehicle Loan 8.60 19.26 31.96
Unsecured
Term Loan from Bank and Financial Institutions 97.39 90.54 -
Loan from Directors 545.61 - -
Total 982.90 109.80 39.94
6 Short-term borrowings
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Secured
Bank Overdraft 948.51 247.51 142.87
Term loans from Bank 89.13 7.63 29.01
Vehicle Loan 11.83 9.69 8.81
Unsecured
Term Loan from Bank and Financial Institutions 186.96 131.25 -
Total 1,236.44 396.08 180.69
7 Trade Payables
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
- Total outstanding dues of Micro, Small and Medium Enterprises 153.71 114.79 320.54
- Total outstanding dues other than Micro, Small and Medium Enterprises 1,623.05 849.10 870.89
Total 1,776.76 963.89 1,191.43
173B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
Ageing of Trade Payables
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
(i) Micro enterprises and small enterprises
Unbilled - Not Due - - -
Less than 1 year 123.86 91.16 302.33
1-2 years 22.61 21.75 6.15
2-3 years 7.24 - 10.83
More than 3 years - 1.88 1.22
Total 153.71 114.79 320.54
(ii) other than micro enterprises and small enterprises
Outstanding for following periods from due date of payment
Unbilled - Not Due - - -
Less than 1 year 1,429.44 591.97 761.79
1-2 years 71.63 170.13 73.65
2-3 years 82.44 73.01 6.22
More than 3 years 39.54 14.00 29.22
Total 1,623.05 849.10 870.89
(iii) Disputed Dues MSME - - -
(iv) Disputed Dues-Others - - -
Total 1,776.76 963.89 1,191.43
8 Other Current Liabilities
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Provision for Expenses 36.67 23.73 19.05
Salaries and Wages Payable 48.02 27.09 60.22
Director Sitting Fess Payable 2.52 - -
Bonus Payable - - 0.15
Goods and Service tax payable 94.61 26.10 24.97
TDS / TCS payable 79.75 43.01 47.71
Other payables to government authorities 8.95 1.44 3.37
Total 270.53 121.38 155.47
9 Short-term provisions
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Payable to Employees
Provision for Income Tax 455.44 220.03 89.95
Provisions for Gratuity (Unfunded) (Refer Note: 28) 6.00 0.67 0.49
Provision for Compensated Absences (Unfunded) (Refer Note: 28) 1.31 0.28 0.16
Total 462.75 220.97 90.60
11 Capital Work-in-Progress
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Capital work-in-progress 228.95 - -
Total 228.95 - -
Ageing of Capital Work-in-Progress
Consolidated as at
Capital Work-in-Progress As at March 31, 2024 As at March 31, 2023
March 31, 2025
Projects in progress*
Less than 1 year 205.29 - -
1-2 years - - -
2-3 years - - -
More than 3 years** 23.66 - -
Total 228.95 - -
*There were no projects that were suspended at the end of reporting period accordingly disclosure on expected date of completion of suspended project has not been given.
** This amount pertains to our Wholly Owned Subsidiary Company B.D. Industries (India) Private Limited.
12 Goodwill on Consolidation
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Acquisition of Equity Shares of B.D. Industries (India) Private Limited 665.29 - -
Less: Paid-up Equity Share Capital as on 01-04-2024 B.D. Industries (India) Private Limited ( 1.00) - -
Less: Reserves and Surplus as on 01-04-2024 B.D. Industries (India) Private Limited (549.97) - -
Less: Profit After Tax for the period 01-04-2024 to 29-09-2024 B.D. Industries (India) Private
( 54.28) - -
Limited
Total Goodwill on Consolidation 60.03 - -
13 Other non-current assets
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Rent Deposit 10.00 - -
Total 10.00 - -
14 Deferred Tax Assets (Net)
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Balance at the beginning of the year * 95.28 36.99 38.85
Add: During the year adjustment 28.24 7.27 (1.86)
Balance at the end of the year 123.53 44.25 36.99
* Opening Balance of April 01, 2024 includes Deferred Tax Assets of our Wholly Owned Subsidiary Company B.D. Industries (India) Private Limited.
174B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
10Property, Plant and Equipments (Rs in lakhs)
Property, Plant and Equipment
Intangible Assets
Computer and
Particulars Plant and Electrical Furniture and Office (Computer
Freehold Land Leasehold Land Buildings related Vehicles Total of PPE
machineries Installations fixtures equipments Software)
equipments
Gross carrying amount
As at April 01, 2022 8.69 - 61.41 263.23 29.01 11.42 8.53 15.57 196.72 594.58 1 .93
Additions - - 2.75 21.99 - 0.96 0.58 2.04 7.90 36.20 -
Disposals - - - - - - - - - - -
As at March 31, 2023 8.69 - 64.16 285.22 29.01 12.37 9.11 17.61 204.61 630.79 1 .93
Accumulated depreciation -
As at April 01, 2022 - - 37.21 164.32 22.09 10.80 7.65 10.51 143.32 395.89 1 .77
Charge for the year - - 2.54 25.86 1.65 0.47 0.31 2.53 18.30 51.66 -
On disposals - - - - - - - - - - -
As at March 31, 2023 - - 39.75 190.18 23.74 11.27 7.96 13.04 161.62 447.56 1 .77
Accumulated impairment loss
As at April 01, 2022 - - - - - - - - - - -
Impairment for the year - - - - - - - - - - -
Transfers - - - - - - - - - - -
As at March 31, 2023 - - - - - - - - - - -
Net carrying amount as at March 31, 2023 8.69 24.41 95.04 5.27 1.11 1.15 4.57 42.99 183.23 0 .16
Gross carrying amount
As at April 01, 2023 8.69 - 64.16 285.22 29.01 12.37 9.11 17.61 204.61 630.79 1 .93
Additions - - 80.15 16.24 1.05 1.32 4.48 1.81 - 105.06 -
Disposals - - - - - - - - - -
As at March 31, 2024 8.69 - 144.31 301.46 30.07 13.69 13.58 19.42 204.61 735.84 1 .93
Accumulated depreciation
As at April 01, 2023 - - 39.75 190.18 23.74 11.27 7.96 13.04 161.62 447.56 1 .77
Charge for the year - - 9.23 25.75 1.34 1.27 0.77 2.41 13.38 54.15 -
On disposals - - - - - - - - - -
As at March 31, 2024 - - 48.98 215.93 25.08 12.54 8.72 15.45 175.01 501.71 1 .77
Accumulated impairment loss
As at April 01, 2023 - - - - - - - - - - -
Impairment for the year - - - - - - - - - - -
Transfers - - - - - - - - - - -
As at March 31, 2024 - - - - - - - - - - -
Net carrying amount as at March 31, 2024 8.69 - 95.33 85.53 4.99 1.15 4.86 3.97 29.61 234.14 0 .16
Gross carrying amount
As at April 01, 2024 * 122.56 1 9.24 521.69 1,318.96 62.23 30.72 21.93 24.70 254.41 2,376.45 1 .93
Additions - - 0.15 36.02 0.30 2.18 13.28 2.94 - 54.87 -
Disposals - - - 0.18 - - 0.06 0.06 - 0.30 -
As at March 31, 2025 122.56 1 9.24 521.84 1,354.81 62.53 32.91 35.15 27.58 254.41 2,431.02 1 .93
Accumulated depreciation
As at April 01, 2024 * - - 161.70 844.69 46.66 28.23 11.07 19.11 216.99 1,328.45 1 .77
Charge for the year - - 34.23 132.94 3.94 1.77 5.01 2.82 10.03 190.74 -
On disposals - - - 0.18 - - 0.06 0.06 - 0.29 -
As at March 31, 2025 - - 195.92 977.46 50.59 30.00 16.02 21.88 227.02 1,518.89 1 .77
Accumulated impairment loss
As at April 01, 2024 * - - - - - - - - - - -
Impairment for the year - - - - - - - - - - -
Transfers - - - - - - - - - -
As at March 31, 2025 - - - - - - - - - - -
Net carrying amount as at March 31, 2025 122.56 1 9.24 325.92 377.35 11.94 2.91 19.13 5.70 27.39 912.14 0 .16
* Opening Balance of April 01, 2024 includes Fixed Assets of our Wholly Owned Subsidiary Company B.D. Industries (India) Private Limited.
175B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
15 Inventories
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Raw materials and components 889.49 290.65 222.34
Work-in-progress 376.00 104.27 89.18
Finished goods 987.16 430.79 272.04
Stores and spares 249.53 94.23 88.75
Consumables 269.90 95.88 61.52
Packing material 191.44 52.91 32.88
Total 2,963.52 1,068.73 766.72
16 Trade Receivables
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Unsecured, Considered good 2 ,181.03 1,576.70 1,372.15
Less: Provision for doubtful debts - - -
Total 2,181.03 1,576.70 1,372.15
Ageing of Trade Receivables
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
(i) Unsecured, Considered good
Outstanding for following periods from due date of payment
Unbilled - Not Due - - -
Less than 6 months 1,908.51 1,117.47 894.74
6 months - 1 year 130.59 68.72 88.37
1-2 years 67.69 34.32 16.56
2-3 years 49.99 14.84 10.26
More than 3 years 24.26 341.34 362.21
Total 2,181.03 1,576.70 1,372.15
176B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
17 Cash and Cash Equivalents
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Cash In Hand 25.91 10.42 12.51
Balances with banks :
- Current accounts 5.82 1.05 0.78
- Bank deposits with maturity of less than 3 months - - -
Other bank balances
Deposits with original maturity of more than 3 months but less than 12 months from reporting date 156.48 82.85 114.67
Total 188.20 94.32 127.96
18 Short-term loans and advances
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
(Unsecured , Considered Good)
Prepaid expenses 3.61 1 .02 1.06
Balance With Govt Authorities 79.99 5 5.44 66.25
Advance Tax and Tax Deducted at Sources 42.34 1 11.77 65.34
Advance to vendor - - 90.00
Loans and Advances to Employees 44.84 3.75 0.14
Total 170.77 171.97 222.79
19 Other Current Assets
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Interest accrued on fixed deposits 0.71 0.18 1.26
Preliminary / Pre-Operative Expense (Refer Note: 38) 32.07 - 0.35
Less: Written Off ( 32.07) - (0.35)
Security Deposits
- Rent Deposits - 2 .50 3.70
- Other Deposits 51.23 3 .19 3.19
Total 51.94 5.87 8.15
20 Revenue from operation
Consolidated
for the year ended for the year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Sale of Products
Manufactured Goods 7,903.08 4,693.83 4,704.29
Trading Goods 329.41 731.19 757.01
Other operating revenue
Other operating revenue 5.35 - -
Lease rent
Total 8 ,237.85 5 ,425.02 5 ,461.30
21 Other Income
Consolidated
for the year ended for the year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Other Non Operating revenue
Interest on Fixed Deposits 8.78 4.13 5.73
Gain on Investment - - 1.58
Foreign Exchange Gain/Loss (Net) (Refer Note: 39) - 5.11 -
Sundry Balances written back (Refer Note: 40) 166.64 98.89 40.92
Other Income 0.01 - 0.35
Total 175.43 108.13 48.59
22 Purchase of stock -in-trade/ Traded Goods
Consolidated
for the year ended for the year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Domestic Purchases 3,995.01 2,633.97 2,696.37
Import Purchases 1,049.55 1,029.50 1,349.73
Total 5,044.56 3,663.48 4,046.10
23 Change in Inventories
Consolidated
for the year ended for the year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Inventories at the beginning of the year* 2,222.29 766.72 489.05
Less: Inventories at the end of the year 2,963.52 1,068.73 766.72
Total (741.23) (302.02) (277.66)
* Opening Balance of April 01, 2024 includes Inventories of our Wholly Owned Subsidiary Company B.D. Industries (India) Private Limited.
177B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
24 Employee Benefit Expenses
Consolidated
for the year ended for the year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Director Remuneration 137.16 120.00 120.00
Salaries, wages, bonus and other allowances 497.37 258.63 227.68
Contribution to Gratuity and Compensated Absences (Refer Note: 28) 30.51 8.24 4.73
Contribution to Provident Fund and ESIC 15.72 7.19 6.71
Staff Welfare Expenses 21.98 18.56 15.86
Total 702.74 412.62 374.98
25 Finance Cost
Consolidated
for the year ended for the year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Interest expense
-On Vehicle Loan 2.50 3.32 4.43
-On Term Loan 68.17 9.41 -
-On bank Working Capital Loan 100.08 19.99 21.02
Bill Discounting Charges 49.93 33.08 33.32
Bank charges 29.18 18.18 8.86
Total 249.85 83.99 67.63
26 Depreciation and Amortisation expenses
Consolidated
for the year ended for the year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
on tangible assets 1 90.74 5 4.15 51.66
Total 190.74 54.15 51.66
27 Other Expenses
Consolidated
for the year ended for the year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Power and fuel 610.73 353.71 325.02
Rent 62.25 73.70 68.35
Lodging and Boarding 3.04 2.97 1.59
Repairs and maintenance - Machinery 8.41 8.09 4.37
Repairs and maintenance - Factory 9.64 5.42 43.66
Repairs and maintenance - Others 25.34 15.23 5.01
Insurance 6.78 3.52 3.87
Freight and Transportation 243.33 224.22 155.85
Rates and taxes 34.49 1.05 1.01
Labour charges 575.54 381.46 272.39
Travelling expenses 32.73 17.04 15.49
Auditor's remuneration (Refer note below) 7.96 1.30 1.15
Printing and stationery 1.43 1.01 0.31
Communication expenses 4.33 4.03 0.84
Water Charges 4.64 4.21 3.23
Legal and professional charges 57.45 24.10 19.98
Interest and Penalties on Statutory Dues 43.44 32.45 3.51
Vehicle Expense 1.92 1.31 2.60
Late payment charges 1.96 5.20 0.69
Business promotion expenses 1.69 2.41 75.03
Loading and Unloading Charges 9.05 7.87 7.97
Directors’ Sitting Fees 2.80 - -
Technical Testing and Analysis 4.29 2.97 2.73
Preliminary / Pre-Operative expenses written off (Refer Note: 38) 32.07 - 0.35
Sundry Balances written off (Refer Note: 40) 22.49 6.69 8.39
Commission 0.36 - 5.00
Loss on foreign exchange transactions (net) 1.58 - 14.56
Miscellaneous expenses 29.70 0.15 2.12
Membership and Subscription 9.50 - -
Total 1,848.95 1,180.12 1,045.07
Auditor's remuneration (excluding GST)
- Statutory and Tax audit 6.80 1.20 1.15
- Other Matters 1.16 0.10 -
Total 7.96 1.30 1.15
178B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
28Employee benefit plans
(a)Defined contribution plan
TheCompanyhasadefinedcontributionplaninrespectofprovidentfund.ContributionsaremadetoprovidentfundinIndiaforemployeesasperregulations.Thecontributionsaremade
toregisteredprovidentfundadministeredbytheGovernmentofIndia.TheobligationoftheCompanyislimitedtotheamountcontributedandithasnofurthercontractualnorany
constructive obligation. This expenses has been recognised in the Statement of Profit and Loss under the head Employee Benefit Expense.
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Employer contribution to provident fund 1 3.43 6.47 5.41
Employer contribution to ESIC 1 .89 0.72 1.30
(b)Defined benefit plan
TheCompanyprovidesforgratuityforemployeesinIndiaasperthePaymentofGratuityAct,1972.Employeeswhoareincontinuousserviceforaperiodof5yearsareeligiblefor
gratuity.Theamountofgratuitypayableonretirement/terminationistheemployeeslastdrawnbasicsalarypermonthcomputedproportionatelyfor15dayssalarymultipliedforthe
number of years of service.
Actuarial assumptions:
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Discount rate as at 6.68% per annum 6.97% per annum 7.21% per annum
Future salary increases 10.0% per annum 10.0% per annum 10.00% per annum
Mortality rate IALM 2012-14 IALM 2012-14 IALM 2012-14
Normal retirement age 60 years 60 years 60 years
Notes:
The Company assesses these assumptions with the projected long - term plans of growth and prevalent
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Actuarial (gain)/loss on arising from change in demographic assumption - - -
Actuarial (gain)/loss on arising from change in financial Assumption 0.77 0 .70 0 .36
Actuarial (gain)/loss on arising from experience adjustment ( 8.77) (3.54) (3.63)
Net actuarial gain / loss recognised ( 8.00) (2.84) (3.26)
The amounts recognised in the balance sheet and movements in the net defined benefit obligation (DBO) are as follows :
Consolidated as at
Change in the present value of obligation As at March 31, 2024 As at March 31, 2023
March 31, 2025
Present value of obligation at the beginning of the year 24.30 2 0.62 1 7.09
Current service cost 10.18 6 .17 5 .37
Past Service Cost 22.04 - -
Interest cost 1.79 1 .65 1 .43
Benefits paid ( 5.45) ( 1.30) -
Actuarial loss/(gain) ( 8.00) ( 2.84) ( 3.26)
Present value of obligation at the end of the year 4 4.87 24.30 20.62
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Current Liability 6.00 0 .67 0 .49
Non - Current liability 38.87 2 3.63 2 0.14
Net liability recognised in balance sheet 4 4.87 2 4.30 2 0.62
Consolidated as at
Amount recognised in the statement of profit and loss As at March 31, 2024 As at March 31, 2023
March 31, 2025
Current service cost 10.18 6 .17 5 .37
Past Service Cost 22.04 - -
Interest cost 1.79 1.65 1.43
Actuarial loss/(gain) ( 8.00) (2.84) (3.26)
Total expense recognised in the statement of profit and loss 2 6.02 4.98 3.53
179B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
(c)Compensated absences
Changes in the present the value of the obligation for the year ended are as follows :
Consolidated as at
Change in the present value of obligation As at March 31, 2024 As at March 31, 2023
March 31, 2025
Present value of obligation at the beginning of the year 6.92 4 .29 3 .36
Current service cost 4.56 3 .25 0 .89
Past Service Cost 0.88 -
Interest cost 0.49 0 .41 0 .27
Benefits paid ( 2.37) (0.63) (0.26)
Actuarial loss/(gain) ( 1.44) (0.41) 0.03
Present value of obligation at the end of the year 9.04 6.92 4.29
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Current Liability 1 .31 0 .28 0 .16
Non - Current liability 7.73 6 .64 4 .13
Net liability recognised in balance sheet 9 .04 6 .92 4 .29
180B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
Consolidated as at
Amount recognised in the statement of profit and loss As at March 31, 2024 As at March 31, 2023
March 31, 2025
Current service cost 4.56 3.25 0.89
Past Service Cost 0.88 - -
Interest cost 0.49 0.41 0.27
Actuarial loss/(gain) ( 1.44) (0.41) 0.03
Total expense recognised in the statement of profit and loss 4.49 3.25 1.20
Gross total expense recognised in the statement of profit and loss (a+b) 30.51 8.24 4.73
29Lease commitments
(i) The Company has taken operating leases for office premises. Rent expense for the year ended March 31, 2025 amounts to ₹ 62.25 Lakhs (previous year - ₹ 73.70 Lakhs).
(ii) Future minimum lease payments
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Lease payment recognised in the statement of profit and loss for the year 62.25 7 3.70 6 8.35
Not later than one year 60.00 - 7 3.70
Later than one year but not later than five year 99.00 - -
Later than five years - - -
30Value of import on CIF basis
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Purchase of raw materials 1,049.55 1 ,029.50 1 ,349.73
Total 1,049.55 1 ,029.50 1 ,349.73
31Earning in foreign currency
Consolidated as at
Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
Sale of goods - 7.28 5 .13
Total - 7.28 5.13
181B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
Consolidated as at
32 Particulars As at March 31, 2024 As at March 31, 2023
March 31, 2025
A. The principal amount and the interest due there (to be shown separately) remaining unpaid to any supplier
as at the end of each accounting period
-Principal 153.71 114.79 320.54
-Interest (Interest on Principal Amount due to supplier will be provided at the year-end) - - -
B. The amount of interest paid by the buyer in terms of section 16 of the Micro, small and Medium - - -
Enterprises Development Act,2006 along with the amounts of the payment made to the supplier beyond the
appointed day during each accounting period.
C. The amount of interest due and payable for the period of delay in making payment (which have been paid - - -
but beyond the appointed day during the period) but without adding the interest specified under Micro, small
and Medium Enterprises Development Act,2006.
D, The amount of interest accrued and remaining unpaid at the end of each accounting period. - - -
- -
E. The amount of further interest remaining due and payable even in the succeeding years, until such date
when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance, as a
deductible expenditure under Section 23 of the Micro, small and Medium enterprises Development Act,2006
182B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
33 Related Party Transactions
a) Related Parties
Name of the party Nature of relationship
(a) Entities exercising control of the company
B.D. Industries (India) Private Limited Wholly owned Subsidiary company (w.e.f. September 30, 2024)
(b) Key Management Personnel
Mr. Dalbirpal Hemraj Saini Chairman & Managing Director
Mr. Sanjay Devidas Patil Whole Time Director (Appointed on 18/01/2025)
Mr. Pranshu Garg Chief Financial Officer (Appointed on 01/01/2025)
Mrs. Prerana Bhargav Gor Company Secretary (Appointed on 01/01/2025)
Mr. Akshay Saini Executive Director (till 13/01/2025)
Mr. Rahul Dalbirpal Saini Executive Director (till 13/01/2025)
Mr. Pritesh Ramesh Padhiyar Chief Financial Officer (Subsidiary Company) (Appointed on 01/02/2025)
Mrs. Aishwarya Goyal Company Secretary (Subsidiary Company) (Appointed on 01/02/2025)
(c) Non-Executive Director
Mr. Akshay Saini Non-Executive Director Non-independent Director (w.e.f. 14/01/2025)
Mr. Rahul Dalbirpal Saini Non-Executive Director Non-independent Director (w.e.f. 14/01/2025)
Mrs. Arti Saini Non-Executive Director Non-independent Director (w.e.f. 14/01/2025)
Mr.Sanjay Nadan Damani Non-executive independent director (Appointed on 14/01/2025)
Mr. Vijay Goverdhandas Kalantari Non-executive independent director (Appointed on 14/01/2025)
Mr. Laxmidas Vallabhdas Merchant Non-executive independent director (Appointed on 14/01/2025)
(d) List of firms/companies, in which any of person listed in (a), (b) and (c) have significant influence
or control
B.D. Industries (India) Private Limited Entities in which Directors are interested (till September 29, 2024)
Aara Industrial Product (Partnership Firm) Entities in which Directors are interested
B.D. Industries (Partnership Firm) Entities in which Directors are interested
B.D. Inno ventures Private Limited Entities in which Directors are interested
(e) Other Related Parties
Mrs. Riddhima Saini (Wife of Non-Executive Director)
183B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
b) Transactions during the year
Consolidated as at March As at March 31, 2024 As at March 31, 2023
Particulars
31, 2025
B.D. Industries (India) Private Limited
- Sales of Goods - 818.64 770.29
- Purchase of Goods - 988.79 1,221.34
Araa Industrial Products
- Sales of Goods 0.18 - -
- Purchase of Goods 0.10 - 1.30
- Rent 60.00 36.00 36.00
- Security Deposit Given 10.00 - -
Mr. Dalbirpal Hemraj Saini
- Managerial remuneration 72.90 60.00 60.00
- Loan Taken 392.10 - -
- Loan Repaid 684.23 - -
Mr. Akshay Saini
- Managerial remuneration (till 13/01/2025) 22.50 30.00 30.00
- Purchase of Equity Shares in B.D Industries (India) Private Limited 339.30 - -
- Loan Taken 144.30 - -
- Loan Repaid 16.20 - -
- Director sitting fees paid 0.85 - -
Mr. Rahul Dalbirpal Saini
- Managerial remuneration (till 13/01/2025) 22.50 30.00 30.00
- Purchase of Equity Shares in B.D Industries (India) Private Limited 325.99 - -
- Loan Taken 174.65 - -
- Loan Repaid 77.76 - -
- Director sitting fees paid 0.55 - -
Mr. Sanjay Devidas Patil
- Managerial remuneration 6.36 - -
Mr. Pranshu Garg
- Managerial remuneration 6.88 - -
- Reimbursment of Expenses 1.01 - -
Mrs. Prerana Bhargav Gor
- Managerial remuneration 2.15 - -
Mrs. Arti Saini
- Salary (till 13/01/2025) 34.10 27.00 27.00
- Rent - 30.00 30.00
- Security Deposit received 2.50 - -
- Director sitting fees paid 0.10 - -
Mr. Pritesh Ramesh Padhiyar *
- Managerial remuneration 1.82 - -
Mrs. Aishwarya Goyal
- Managerial remuneration 0.50 - -
Mr. Laxmidas Vallabhdas Merchant
- Director sitting fees paid 0.50 - -
Mr. Sanjay Nadan Damani
- Director sitting fees paid 0.60 - -
Mr. Vijay Goverdhandas Kalantari
- Director sitting fees paid 0.20 - -
Mrs. Ridhima Saini (Spouse of Mr. Akshay Saini)
Professional Fees - 12.00 12.00
* The current Chief Financial Officer (CFO) of the subsidiary company (B.D. Industries (India) Private Limited) was associated with the company in the capacity of a Manager
for the initial nine months of the financial year 2025, during which he received a salary of ₹7.79 lakhs. He was subsequently appointed as the CFO w.e.f. February 01, 2025 of
the financial year and received managerial remuneration of ₹ 1.82 lakhs, which has been disclosed in the related party transaction schedule. The aforesaid disclosure pertains
only to the period during which he held the position of CFO.
184B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
c) Balance outstanding with related parties
Consolidated as at March As at March 31, 2024 As at March 31, 2023
Benefits paid
31, 2025
Araa Industrial Products
- Security Deposit 10.00 - -
- Trade Receivable 11.16 328.48 352.60
Mr. Dalbirpal Hemraj Saini
- Unsecured Loan Given/(Taken) * (320.62) - -
- Remuneration Payable (6.50) ( 3.58) (3.58)
Mr. Akshay Saini
- Unsecured Loan Given/(Taken) (128.10) - -
- Remuneration Payable - ( 1.94) (1.94)
- Director Sitting Fees Payable (0.72) - -
Mr. Rahul Dalbirpal Saini
- Unsecured Loan Given/(Taken) (96.89) - -
- Remuneration Payable - ( 1.94) (1.94)
- Director Sitting Fees Payable (0.45) - -
Mrs. Arti Saini
- Remuneration Payable (3.89) ( 1.82) (1.82)
- Security Deposit - 2.50 2.50
- Director Sitting Fees Payable (0.09) - -
Mr. Sanjay Devidas Patil
- Remuneration Payable (1.25) - -
Mr. Pranshu Garg
- Remuneration Payable (2.61) - -
Mrs. Prerana Bhargav Gor
- Remuneration Payable (0.75) - -
Mr. Pritesh Ramesh Padhiyar
- Remuneration Payable (0.65) - -
Mrs. Aishwarya Goyal
- Remuneration Payable (0.26) - -
Mr. Laxmidas Vallabhdas Merchant
- Director Sitting Fees Payable (0.45) - -
Mr. Sanjay Nadan Damani
- Director Sitting Fees Payable (0.54) - -
Mr. Vijay Goverdhandas Kalantari
- Director Sitting Fees Payable (0.18) - -
* Amount pertains to our Wholly Owned Subsidiary Company B.D. Industries (India) Private Limited.
185B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
d) Intercompany Transactions
On consolidation, following transactions and balances with the subsidiary companies namely B.D. Industries (India) Private Limited have been eliminated.
Consolidated as at March As at March 31, 2024 As at March 31, 2023
Particulars
31, 2025
1) With Entities in which Directors are interested (till September 29, 2024)
Sales to B.D. Industries (India) Private Limited 435.16 - -
Purchase from B.D. Industries (India) Private Limited 541.12 - -
2) With Wholly owned Subsidiary company (w.e.f. September 30, 2024)
Sales to B.D. Industries (India) Private Limited 259.58
Purchase from B.D. Industries (India) Private Limited 388.48 - -
Receivable from B.D. Industries (India) Private Limited 156.37 - -
Notes:
(i) The above transactions are in ordinary course of business and are in compliance with section 188 of the Act.
(ii) The transactions from related parties are made on terms equivalent to those that prevail in arm's length transactions.
34 Earnings per share
Consolidated as at March As at March 31, 2024 As at March 31, 2023
Particulars
a) 31, 2025
Profits attributable to the equity holders of the Company 760.54 318.00 149.22
Actual number of equity shares (no's) 10,010,000 10,000 10,000
Weighted average no of shares 10,010,000 10,000 10,000
Earnings per share (basic) 7.60 3,180.03 1,492.16
Earnings per share (diluted) 7.60 3,180.03 1,492.16
Face value per equity share (Rs.) 10.00 10.00 10.00
b) Restated Earnings per share due to issue of 1,00,00,000 fully paid up Bonus Shares in the ratio of 1000:1
Consolidated as at March As at March 31, 2024 As at March 31, 2023
Particulars
31, 2025
Profits attributable to the equity holders of the Company 760.54 318.00 149.22
Actual number of equity shares (no's) 10,010,000 10,010,000 10,010,000
Weighted average no of shares 10,010,000 10,010,000 10,010,000
Earnings per share (basic) 7.60 3.18 1.49
Earnings per share (diluted) 7.60 3.18 1.49
Face value per equity share (Rs.) 10.00 10.00 10.00
186B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
35 Ratio Analysis
Consolidated as at March As at March 31, 2024 As at March 31, 2023
Particulars
31, 2025
a) Current Ratio 1.48 1.71 1.54
Current Asset 5,555.47 2,917.60 2,497.77
Current Liability 3,746.49 1,702.33 1,618.20
b) Debt- Equity Ratio 1.05 0.37 0.21
Total Debt 2 ,219.34 5 05.89 2 20.63
Shareholder’s Equity 2 ,114.29 1 ,353.74 1 ,035.74
c) Debt Service Coverage ratio 2.69 5.51 6.29
Earnings for debt service (PAT+ Depn) 1 ,255.42 4 56.14 2 68.51
Interest and Principal Repayments 466.71 8 2.81 4 2.67
d) Return on Equity ratio 43.86% 26.62% 15.53%
Net Profits after taxes 760.54 318.00 149.22
Shareholder’s Equity 2,114.29 1,353.74 1,035.74
Average Shareholder's Equity 1,734.01 1,194.74 961.13
e) Inventory Turnover ratio 1.66 3.66 6.00
COGS 4,303.33 3,361.46 3,768.44
Average Inventory 2,592.91 917.72 627.88
f) Trade Receivable Turnover Ratio 3.48 3.68 4.25
Revenue from operations 8,237.85 5,425.02 5,461.30
Average Trade Receivable 2,369.08 1,474.43 1,284.38
g) Trade Payable Turnover Ratio 2.66 3.40 3.53
Purchase of Goods 5,044.56 3,663.48 4,046.10
Average Trade Payables 1,892.91 1,077.66 1,147.09
h) Net Capital Turnover Ratio 4.55 4.46 6.21
Revenue from operations 8,237.85 5,425.02 5,461.30
Working capital 1,808.98 1,215.27 879.57
i) Net Profit ratio 0.09 0.06 0.03
Net Profit 760.54 318.00 149.22
Foreign Exchange Gain/Loss (Net) (Refer Note: 39) 8,237.85 5,425.02 5,461.30
Sundry Balances written back (Refer Note: 40)
j) Return on Capital Employed 43.50% 35.13% 24.52%
Earnings before interest and taxes 1 ,367.53 5 24.80 2 69.74
Total Capital Employed 3 ,143.80 1 ,493.82 1 ,099.94
36 In the opinion of the Management, the current assets, loans and advances are approximately of the values stated as realisable in the ordinary course of business.
37 All the amounts in the financials are stated in denomination of lakhs and decimal thereof.
38 During the year ended March 31, 2025, B.D. Industries (India) Private Limited has written off Pre-operative/Preliminary expenses amounting to Rs. 32.07/- lakhs to the statement of profit and
loss account. These expenses were incurred in connection with the incorporation and initial setup of New Branch. In the absence of any future economic benefits associated with such expenses,
the Company has written off the Pre-operative/preliminary expenses in the current period. This write-off has been reflected in the "Other Expenses" section of the Statement of Profit and Loss.
39 Company has done foreign exchange transactions and made the payment in foreign currency. Gain / (Loss) (Net) on account of foreign exchange fluctuation between the date of invoice and the
date of payment are recognised as income in the statement of profit and loss of the same period shown in the table below-
Consolidated as at March
Particulars As at March 31, 2024 As at March 31, 2023
31, 2025
Foreign Exchange Gain / (Loss) (Net) (1.58) 5.11 (14.56)
40 The management has decided to write off sundry debit balances and write back sundry credit balance as shown in the table below since the same is neither going to be realised nor it has to be
paid to the parties for which Board of Directors has passed a resolution at its meeting.
Consolidated as at March As at March 31, 2024 As at March 31, 2023
Particulars 31, 2025
Sundry Balances Write off 22.49 6.69 8.39
Sundry Balances Write back 166.64 98.89 40.92
187B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
Annexure V - Restated Financial Information
(Rs in lakhs)
41 Details of dues of VAT, CST, GST which have not been deposited as at March 31, 2025 on account of dispute are given below
Amount Period for which the Forum where dispute is
Name of Statute
(Rs. in lakhs) amount relates pending
Central Excise Act 1944 39.96 FY 2015-16 to 17 - 18 to Appeal Filed with
Upto June 2017 Tribunal (New Delhi) on
27/08/2024
Service Tax Act 12.86 FY 2015-16 to 17 - 18 to Appeal filed with
Upto June 2017 Commissioner of Central
Excise (Appeals) on
02/09/2024
42 Goodwill on consolidation
On 30th September 2024, the Company has acquired all the equity shares of B.D. Industries (India) Private Limited for a consideration of Rs 665.29 lakhs in cash. The excess of consideration
paid over the net book value of assets and liabilities acquired as on the date of acquisition has been recorded as goodwill on consolidation.
43 On December 24, 2024 , the company has been converted from a private limited company to a public limited company by amendment to its Memorandum/Articles of Association.
44 Other Statutory Information
(i) The Company do not have any Benami property and no proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company do not have any transactions with companies struck off under section 248 of the Companies Act, 2013.
(iii) The Company has registered all its charges or satisfaction with ROC within the statutory period.
(iv) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
(v) The Company has not traded or invested in Crypto currency or Virtual Currency during the period covered by the Restated Financial Statements.
(vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(viii) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the
(ix) Balance shown under head Sundry debtors, creditors and Loans, advances are subject to confirmation.
(x) The Company is not required to transfer to the Investor Education and Protection Fund.
(xi) The title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company)
disclosed in the financial statements included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date.
(xii) The Company did not have any long- term contracts including derivative contracts for which there were any material foreseeable losses.
(xiii) The Company has borrowings from bank and financial institution as on the balance sheet date.
(xiv) The company has Utilized Bank OD Facility as on 31.03.2025. Monthly Statements has been filed with the Bank and statement submitted with the Bank are in agreement with the books of
(xv) Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with current year’s classification.
As per our report of even date attached.
For M/s Jagdish & Harish For and on behalf of board of directors
Chartered Accountants B.D. INDUSTRIES (PUNE) LIMITED
Firm Registration No.:120028W CIN : U25203MH2010PLC202092
Sd/- Sd/- Sd/-
Harish D Shetty Dalbirpal Hemraj Saini Sanjay Devidas Patil
Partner Managing Director Whole Time Director
Membership No: 108210 DIN: 01505619 DIN: 10911385
Place : Mumbai Place : Mumbai Place : Mumbai
Date: June 20, 2025 Date: June 20, 2025 Date: June 20, 2025
UDIN: 25108210BMGPOH3738
Sd/- Sd/-
Pranshu Garg Prerana Bhargav Gor
Chief Financial Officer Company Secretary
PAN: BBOPG7617R PAN: AFKTP5862Q
Place : Mumbai Place : Mumbai
Date: June 20, 2025 Date: June 20, 2025
188B.D. INDUSTRIES (PUNE) LIMITED
(Formerly Known as B.D. Industries (Pune) Private Limited
CIN : U25203MH2010PLC202092
ANNEXURE VI - Statement of accounting ratio as restated
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given below: (Rs in lakhs)
Consolidated
Particulars for the year ended As at March 31, 2024 As at March 31, 2023
March 31, 2025
Restated Profit after tax as per Statement of Profit & Loss Account 760.54 318.00 149.22
EBITDA 1,558.26 578.95 321.40
Actual number of equity shares outstanding at the end of the year (nos) 1 0,010,000 1 0,000 10,000
Equivalent weighted average number of equity shares at the end of the year (nos) 10,010,000 10,010,000 10,010,000
Share capital 1,001.00 1.00 1.00
Reserves and surplus 1,113.29 1352.74 1034.74
Net Worth 2,114.29 1,353.74 1,035.74
Earnings Per Share (EPS):
Basic and Diluted EPS ( based on actual no of shares) 7.60 3,180.03 1,492.16
Basic and Diluted EPS (based on equivalent weighted avg no of shares) 7.60 3.18 1.49
Return on net worth (%) 35.97% 23.49% 14.41%
Net asset value per share (Rs) - based on actual no. of equity shares at the end of the year *
21.12 13,537.41 10,357.38
Net asset value per share (Rs) - based on equivalent weighted avg no. of equity shares
21.12 13.52 10.35
Face value per equity share (Rs.) 10.00 10.00 10.00
The above statement should be read with the Significant accounting policies and notes to accounts appearing in Annexure IV & V respectively.
Formulas used for calculating above ratios are as under:
i. Basic /Diluted EPS : Net profit after tax / Equivalent weighted average number of shares outstanding during the year.
ii. Return on Net worth : Profit after Tax / Net Worth
iii *Net asset value: Net worth / Actual number of equity shares outstanding during the year
**Net asset value: Net worth / Equivalent weighted number of shares outstanding during the year
iv. EBITDA = Sum of Profit before tax, Depreciation & Amortisation and Finance Cost
Notes:
As there is no dilutive capital in the Company, basic and diluted earnings per share are similar.
ANNEXURE VII - Note on Reconciliation of Profits & Reconciliation of Networth
Reconciliation of Profits
(Rs in lakhs)
Consolidated
For the Year ended For the Year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Net Profit after tax as per audited profit & loss account 767.53 314.95 152.15
Adjustment : On account of Employee Benefit Expenses * 31.21 (6.31) (4.46)
Adjustment : On account of Deferred Tax * (38.20) 9.36 1.53
Net Profit after tax as Restated 760.54 318.00 149.22
* The adjustments to net profit after tax as per the audited Profit and Loss Account on account of employee benefit expenses were ₹ 6.31 lakhs, ₹ 4.46 lakhs and ₹ 20.44
lakhs for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, respectively. Similarly, the adjustments on account of deferred tax were ₹ 9.36
lakhs, ₹ 1.53 lakhs and ₹ 27.31 lakhs for the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, respectively. It may be noted that the
reconciliation items relating to FY 2022, amounting to ₹ 20.44 lakhs on account of employee benefit expenses and ₹ 27.31 lakhs on account of deferred tax, were already
given effect to and disclosed in the reconciliation presented at the time of filing of the Draft Red Herring Prospectus dated March 13, 2025. Accordingly, although FY
2022 figures are not presented in the current reconciliation table, the said adjustments have already been incorporated and disclosed in the earlier filing.
Reconciliation of Networth
Consolidated
For the Year ended For the Year ended
Particulars for the year ended
March 31, 2024 March 31, 2023
March 31, 2025
Net Worth after tax as per Audited profit & loss account 2,114.29 1,346.76 1,031.81
Adjustment : On account of Employee Benefit Expenses - (6.31) (4.46)
Adjustment : On account of Deferred Tax - 9.36 1.53
Adjustment : On account of Difference in Previous Year Adjustment - 3.92 6.86
Net Worth after tax as Restated 2,114.29 1,353.74 1,035.73
Appropriate adjustments have been made in the restated summary statements, wherever required, by a reclassification of the corresponding items of income, expenses,
assets, liabilities and cash flows in order to bring them in line with the groupings as per the latest audited financial statements of the Company, prepared in accordance
with Schedule III and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements Regulations, 2018 (as amended).
189OTHER FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the audited financial statements of the Company and its material
subsidiary for the Fiscals March 31, 2025, March 31, 2024, March 31, 2023 and the reports thereon are available at
www.bdi-group.org
The following table sets forth the Company’s Accounting Ratios. This table should be read in conjunction with our
Restated Financial Statement dated June 20, 2025.
(Rs. In Lakhs)
As at March 31, As at March 31, As at March 31,
Particulars
2025 2024 2023
Restated Profit after tax as per Statement of Profit
760.54 318.00 149.22
& Loss Account
EBITDA (1) 1,558.26 578.95 321.40
Actual number of equity shares outstanding at the
1,00,10,000 10,000 10,000
end of the period / year (nos)
Equivalent weighted average number of equity
1,00,10,000 1,00,10,000 1,00,10,000
shares at the end of the period / year (nos)
Share capital 1,001.00 1.00 1.00
Reserves and surplus 1,113.29 1352.74 1034.74
Net Worth 2,114.29 1,353.74 1,035.74
Earnings Per Share (EPS):
Basic and Diluted EPS (based on actual no of
7.60 3,180.03 1,492.16
shares) (2)
Basic and Diluted EPS (based on equivalent
7.60 3.18 1.49
weighted avg no of shares) (2)
Return on net worth (%)(3) 35.97% 23.49% 14.41%
Net asset value per share (Rs) - based on actual
no. of equity shares at the end of the period / 21.12 13,537.41 10,357.38
year(4)
Net asset value per share (Rs) - based on
21.12 13.52 10.35
equivalent weighted avg no. of equity shares(5)
Face value per equity share (Rs.) 10.00 10.00 10.00
Notes to Accounting Ratios:
1) EBITDA = Sum of Profit before tax, Finance Cost and Depreciation & Amortisation
2) Basic /Diluted EPS: Net profit after tax / Equivalent weighted average number of shares outstanding during the
period / year. As there is no dilutive capital in the Company, basic and diluted earnings per share are similar.
3) Return on Net worth: Profit after Tax / Net Worth
4) Net asset value: Net worth / Actual number of shares outstanding during the period / year
5) Net asset value: Net worth / Equivalent weighted average number of shares outstanding during the period / year
190MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
You should read the following discussion and analysis of financial condition and results of operations together with
our financial statements included in this Red Herring Prospectus. The following discussion relates to our Company
and is based on our restated financial statements. Our financial statements have been prepared in accordance with
GAAP and other applicable provisions of the Companies Act. Note: Statement in the Management Discussion and
Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward looking
statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a difference to our operations include, among
others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which
we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.
OVERVIEW
Industry Overview
Annual global plastic production reached a high of 390.7 million metric tons in 2021, having experienced a compound
annual growth rate (CAGR) of 5.8 percent since 2009. In recent years, China has emerged as the leading producer of
plastics, accounting for roughly 32 percent of global production. Despite the economic impacts of the pandemic,
the production of plastic products in China has consistently produced around seven million metric tons of plastic
products every month. In comparison, plastic production in Europe experienced a decline in 2020 before once again
experiencing an increase to 57.2 million metric tons in 2021. North America (NAFTA) is the second-largest producer,
with plastic production in the United States amounting to approximately 56.9 million metric tons in 2022.
The Indian plastic industry is one of the leading sectors in the country’s economy. The history of the plastic industry
in India dates back to 1957 with the production of polystyrene. Since then, the industry has made substantial progress
and has grown rapidly. The industry is present across the country and has more than 2,500 exporters. It employs more
than 4 million people in the country and constitutes 30,000 processing units; among these, 85-90% belong to small
and medium enterprises. India manufactures various products such as plastics and linoleum, houseware products,
cordage, fishnets, floor coverings, medical items, packaging items, plastic films, pipes, raw materials, etc. The country
majorly exports plastic raw materials, films, sheets, woven sacks, fabrics, and tarpaulin. The Government of India
intends to take the plastic industry from a current level of Rs. 3 lakh crore (US$ 37.8 billion) of economic activity to
Rs. 10 lakh crore (US$ 126 billion) in 4-5 years.
10 Plastic Parks have been approved in the country by The Department of Chemicals and Petrochemicals. Among
these, six plastic parks have received final approval from the following states – Madhya Pradesh (two parks), Assam
(one park), Tamil Nadu (one park), Odisha (one park), and Jharkhand (one park). These parks are intended to boost
employment and attain environmentally sustainable growth.
Our Business
Our journey began with the production of high-quality rotomolded battery boxes and water tanks. Over time, we have
expanded our capabilities to manufacture a wide range of plastic components for automotive and industrial
applications, establishing ourselves as a leading player in the industry.
Currently, we are engaged in the business of manufacturing and trading of Plastic Products for varied industries. The
split of its Revenue from Operations between Manufacturing, Trading and Service income is as per table pasted below:
(₹ in Lakhs)
Consolidated Standalone
Particulars
FY 2024-25 FY 2023-24 FY 2022-23
Manufactured Goods 7,903.08 4,693.83 4,704.29
Trading Goods 329.41 731.19 757.01
191Consolidated Standalone
Particulars
FY 2024-25 FY 2023-24 FY 2022-23
Service Income - - -
Other Operating Revenue 5.35 - -
Revenue from Operations 8,237.85 5,425.02 5,461.30
In the automotive sector, our key products include fuel tanks for off-road vehicles, urea tanks, fenders, hydraulic tanks,
air ducts, mudguards, and cabin roofs. Beyond automotive, our rotomolded plastic products serve diverse industries,
including road & highway safety, material handling & storage, water management & disposal, marine, renewable
energy, healthcare, and custom moulding.
With a commitment to innovation and quality, we continue to deliver durable, high-performance solutions that meet
the evolving needs of our customers across various sectors.
*Our group operate three manufacturing facilities strategically located across India to support our diverse
production/customer needs. Zaheerabad plant is under construction and no manufacturing activity is being carried out
at the date of filing of DRHP.
1. Pune Facility: Gat No. 999, Sanaswadi, Tal. Shirur, Dist. Pune, Maharashtra
2. Telangana Facility: Plot No. 66/A, Industrial Park, Buchinelly, Zaheerabad Mandal, Medak District,
Telangana (measuring 6047 Sq. Mtrs)
3. Madhya Pradesh Facility: Plot No. 36B, Industrial Area No. 1, A.B. Road, Dewas, Madhya Pradesh
4. Punjab Facility: 15 K 1 M K No. 26/4(7-1) ETC Dheha Alias, Ram Nagar, Hoshiarpur Land, Punjab
*Out of the four manufacturing facilities stated above, only Pune facility is with B. D. Industries (Pune) Limited and
rest three facilities are with its wholly owned subsidiary B.D. Industries (India) Private Limited.
FACTORS AFFECTING OUR RESULT OF OPERATIONS
Except as otherwise stated in this Red Herring Prospectus and the Risk Factors given in Red Herring Prospectus, the
following important factors could cause actual results to differ materially from the expectations include, among others:
Volatility in the prices of raw materials
Volatility in the prices of raw materials and availability of the raw materials can have significant implications for our
business. For the stub period and financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, cost of
raw material consumed were 3,361.46 lakhs and 3,768.44 lakhs respectively which is 61.96% and 69.00% of revenue
from operations respectively. Fluctuations in these costs can impact our profitability, operational efficiency, and
overall financial stability. When raw material prices experience volatility, it directly affects our production costs. If
prices increase, it can lead to higher expenses for sourcing and acquiring the necessary materials. This can squeeze
profit margins and potentially result in increased product prices for our customers. On the other hand, if prices
decrease, it may create opportunities for cost savings and improved profitability. To manage the impact of price
volatility, we employ various strategies. These include closely monitoring market trends, engaging in strategic
sourcing practices, and implementing hedging or forward contracting strategies wherever applicable. While we cannot
control or predict market fluctuations, we strive to proactively manage the risks associated with raw material pricing
and availability to ensure the long-term sustainability and profitability of our business.
Unexpected loss, shutdown or slowdown of operations at any of our manufacturing facilities
An unexpected loss, shutdown, or slowdown of operations at any of our facilities can have significant implications
for our business. It can disrupt our production processes, impact our ability to meet customer demand, and potentially
result in financial losses. Firstly, such an event can lead to a decrease in our overall production capacity, which may
result in delays in fulfilling customer orders. This can lead to dissatisfied customers, potential loss of business, and
192damage to our reputation. Additionally, the interruption of operations can cause a disruption in our supply chain,
affecting the availability of raw materials or components needed for production. This can further exacerbate delays
and impact our ability to meet customer demands in a timely manner. Furthermore, a loss, shutdown, or slowdown of
operations can have financial implications. It may result in increased costs associated with repairs, maintenance, or
finding alternative facilities to continue operations. It can also lead to a decrease in revenue due to the inability to
generate sales during the downtime. To mitigate the impact of such events, it is important for us to have contingency
plans in place. Our Company has taken various measures for protection against such accidents in future. This includes
implementing robust risk management strategies, regularly assessing the condition of our facilities, and having backup
plans for alternative production sites if necessary. By taking proactive measures, we aim to minimize the potential
disruptions and financial impact caused by unexpected loss, shutdown, or slowdown of operations at any of our
facilities.
Dependence on third parties for our suppliers, logistics and transportation needs
Our dependence on stable and reliable logistics and transportation infrastructure is crucial for the smooth operation of
our business. Any disruptions or failures in this infrastructure can have significant impacts on our operations, supply
chain, and overall business performance. Firstly, a reliable logistics and transportation infrastructure ensures the timely
and efficient movement of goods and materials throughout our supply chain. It allows us to receive raw materials on
time, transport finished products to customers, and manage inventory effectively. Any disruptions in this process can
lead to delays in production, increased costs, and potential customer dissatisfaction. Moreover, a stable logistics and
transportation infrastructure enables us to meet customer expectations in terms of delivery times and service levels. It
helps us maintain a competitive edge in the market by ensuring that our products reach customers in a timely manner.
Any interruptions or failures in this infrastructure can result in missed delivery deadlines, loss of customer trust, and
potential loss of business. Additionally, a reliable transportation network is essential for expanding our market reach
and entering new markets. Dependence on unstable or unreliable infrastructure can limit our ability to expand and tap
into new customer bases. To mitigate the risks associated with dependence on logistics and transportation
infrastructure, we actively monitor and assess the reliability of our logistics partners and transportation providers. We
establish contingency plans to address potential disruptions, such as identifying alternative routes or modes of
transportation. By prioritizing stable and reliable infrastructure, we aim to minimize the potential impact on our
business operations and ensure smooth supply chain management.
Our ability to successfully implement its strategy and its growth and business expansion plans
Our inability to successfully implement the strategies may have several consequences for our Company. Firstly, it
could hinder our growth and limit our ability to reach new markets or serve a larger customer base. This could result
in missed opportunities for revenue generation and potential loss of market share to competitors who are able to expand
successfully. Additionally, the failure to implement the strategies may impact our reputation and credibility in the
industry. Stakeholders, including investors, partners, and customers, may question our ability to execute strategic
initiatives effectively, which could lead to a loss of trust and potential negative impact on future business relationships.
Furthermore, the inability to successfully implement the strategies may have financial implications. It is important to
address the challenges and obstacles that are preventing the successful implementation of the strategies. By identifying
and addressing these issues, we can mitigate the potential negative impacts and work towards finding alternative
solutions or strategies to achieve our expansion goals.
Developments in the competitive environment in the Plastic industry
Developments in the competitive environment and increase in our competitors in the Plastic industry, can have both
direct and indirect effects on our organization. Here are a few potential impacts:
1. Increased competition: Consolidation among competitors may result in larger and more powerful players in the
market. This could intensify competition as they may have greater resources, economies of scale, and market
influence. We may need to adapt our strategies to effectively compete in this changing landscape.
1932. Pricing pressure: Increase in competition can lead to decreased pricing power for larger competitors, potentially
putting downward pressure on prices in the industry. This may impact our profitability and require us to find ways to
maintain competitiveness while managing costs.
3. Market share dynamics: If our competitors gain a larger market share, it could impact our position and market
presence. We may need to reassess our market positioning and explore ways to differentiate ourselves to maintain or
grow our market share.
5. Collaboration opportunities: Consolidation can also create opportunities for collaboration or partnerships. It may
be beneficial to explore potential alliances or strategic partnerships with other players in the industry to leverage
synergies and strengthen our competitive position.
It is crucial for us to closely monitor and analyze the developments in the competitive environment, including
consolidation among our competitors. By staying informed and proactive, we can adapt our strategies, identify new
opportunities, and mitigate any potential risks or challenges that may arise.
Further, below mentioned factors can also affect our revenue:
• Regulatory Environment: Development in compliance with environmental laws ensures smooth operations
and prevents legal penalties. Investments in circular economy models (e.g., recycling and reuse) enhance
brand reputation.
• Economic Factors: Global trade policies and raw material price fluctuations impact development strategies.
Investments in alternative materials safeguard against regulatory risks.
• Consumer Trends: Growing awareness of environmental concerns influences demand for eco-friendly
plastics. Development in product design and material innovation aligns with changing consumer preferences.
• Technological Advancements: Investment in new machinery and automation improves production
efficiency, reduces waste, and enhances product quality. Adoption of sustainable and biodegradable plastic
solutions helps meet environmental regulations and customer demand.
SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Preparation of Restated Financial Statements:
"These financial statements have been prepared in accordance with generally accepted accounting principles ('GAAP')
in India under the historical cost convention on the accrual basis of accounting. These financial statements have been
prepared to comply in all material aspects with the accounting standards specified under section 133 of the Companies
Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and other relevant provisions of the Companies
Act, 2013 (hereinafter together referred to as 'the Act') and Schedule III of the Act.
The restated financial information has been prepared for inclusion in the Draft Red Hearing Prospectus ("DRHP" or
"offer document") to be filed by the Company with the Securities and Exchange Board of India (‘SEBI’) in connection
with proposed Initial Public Offering of 42,00,000 equity shares of face value of Rs 10 each of the Company (the
“Issue”), in accordance with the requirements of:
a) Section 26 of part I of Chapter III of the Act
b) relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements
Regulations, 2018, issued by the Securities and Exchange Board of India ('SEBI') as amended in pursuance of the
Securities and Exchange Board of India Act, 1992; and
c) Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”).
194The Restated financial information has been compiled from:
a) the audited financial statement of the Company for the stub period and as at March 31, 2025 which have been
approved by the Board of Directors at their meeting held on
b) the audited financial statement of the Company as at March 31, 2024 which have been approved by the Board of
Directors at their meeting held on September 05, 2024.
c) the audited financial statement of the Company as at March 31, 2023 which have been approved by the Board of
Directors at their meeting held on September 05, 2023.
There were no qualifications in the Audit Reports issued by Statutory Auditor(s) for the year ended March 31, 2025,
March 31, 2024, March 31, 2023.
The accounting policies adopted in the preparation of financial statements are consistent with those of previous year."
b) Use of estimates and judgements
The preparation of financial statements in conformity with Indian GAAP (Generally accepted accounting principles)
requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities and disclosure of contingent liabilities at the end of the reporting period. Although
these estimates are based upon Management’s best knowledge of current events and actions, uncertainty about these
assumption and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of
assets or liabilities in future periods.
c) Going Concern
The financial accounts of the Company are prepared on the assumption of going concern concept.
d) Current versus non-current classification
"The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification.
An asset is classified as current when it satisfies any of the following criteria:
• It is expected to be realized or intended to be sold or consumed in normal operating cycle
• It is held primarily for the purpose of trading
• It is expected to be realized within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period
Current assets include the current portion of non-current financial assets. All other assets are classified as non-current.
A liability is current when it satisfies any of the following criteria:
• It is expected to be settled in normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period
Current liabilities include the current portion of long-term financial liabilities. The Company classifies all other
liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The
operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash
195equivalents. The Company has identified twelve months as its operating cycle."
e) Inventories
"Inventories are carried at the lower of cost or net realisable value. Cost of inventories comprises all costs of purchase,
costs of conversion and other costs incurred in bringing the inventories to their present location and condition. In
determining the cost, FIFO method is used. Net realisable value is the estimated selling price in the ordinary course
of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The
proportionate amount of additional duty of customs paid on finished goods imported for trading and lying unsold as
at the year-end has been included in the value of the finished goods stock. The comparison of cost and net realisable
value is made on an item-by-item basis"
f) Property, Plant and Equipment
Fixed Assets are stated at cost less accumulated depreciation and impairment losses, if any. The cost of an item of
property, plant and equipment comprises its acquisition price, including import duties and other non-refundable taxes
or levies, any directly attributable cost of bringing the asset to its working condition for its intended use, pre-operative
expenses including financial charges and adjustments on account of foreign exchange fluctuations, wherever
applicable; any trade discounts and rebates are deducted in arriving at the purchase price. Subsequent expenditures
related to an item of fixed asset should be capitalised only if they increase the future benefits from the existing asset
beyond its previously assessed standard of performance otherwise expenditure should be written off.
g) Depreciation and Amortization
"Depreciation on property, plant and equipment is provided on written down value method over the useful lives of
assets estimated by the management which are equal to the useful lives prescribed under Schedule II of the Companies
Act, 2013. The useful lives estimated by the management are mentioned below:
Plant and Machinery 08 years
Office Equipment 05 years
Furniture and Fixtures 10 years
Vehicles 08 years
Computer Equipment 03 years
Electrical Installation 10 years
Buildings 30 years
Computer Software 03 years
The useful lives are reviewed by the management periodically and revised, if appropriate. In case of a revision, the
unamortized depreciable amount is charged over the revised remaining useful life. Depreciation is provided on a pro-
rata basis i.e. from the date on which asset is ready for use. Property, Plant and Equipment is eliminated from the
financial statements on disposal or when no further benefit is expected from its use and disposal."
h) Intangible assets
"Intangible assets that are acquired by the company are measured initially at cost. After initial recognition, an
intangible asset is carried at its cost less any accumulated amortization and accumulated impairment loss (if any).
Subsequent expenditure is capitalized only when it increases the future economic benefits to the specific assets to
which it relates.
Intangible assets are amortized in Statement of Profit and Loss over their estimated useful lives, from the date that
they are available for use based on the expected pattern of consumption of economic benefits of the assets.
Accordingly, at present these are being amortized on written down value method over a period of three years based
on the useful economic life.
196Amortization method and useful lives are reviewed at each reporting date. If the useful life of an asset is estimated to
be significantly different from previous estimates, the amortization period is changed accordingly. If there has been a
significant change in the expected pattern of economic benefits from the asset, the amortization method is changed to
reflect the changed pattern. An intangible asset is derecognized on disposal or when no future economic benefit is
expected from its use and disposal.
Losses arising from retirement and gains or losses arising from disposal of an intangible asset are measured as the
difference between the net disposal proceeds and the carrying amount of the assets, and are recognized in the Statement
of Profit and Loss."
i) Impairment of assets
The carrying values of assets are reviewed at each reporting date to determine if there is indication of any impairment.
If any indication exists, the recoverable amount of asset is estimated. For assets that are not yet available for use, the
recoverable amount is estimated at each reporting date. An impairment loss is recognized whenever the carrying
amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in
the Statement of Profit and Loss. An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined net of depreciation or amortization, if no
impairment loss had been recognized.
j) Recognition of Revenue and Expenses
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured. The following specific recognition criteria must be also met before revenue is
recognized:
k) Sale of goods:
Revenue in respect of service income is recognized on an accrual basis in accordance with the terms of specific
contracts, provided the consideration is reliably determinable and no significant uncertainty exists regarding the
collection. The amount recognized as revenue is net of applicable taxes.
l) Income from services:
Revenue in respect of service income is recognized on an accrual basis in accordance with the terms of specific
contracts, provided the consideration is reliably determinable and no significant uncertainty exists regarding the
collection. The amount recognized as revenue is net of applicable taxes.
m) Expenses:
Expenses are accounted for on accrual basis and provision is made for all known losses and expenses.
n) Transactions in foreign currency
Foreign exchange transactions are recorded at the exchange rates prevailing on the date of such transactions. Realized
gains and losses on foreign exchange transactions during the year are recognized in the statement of profit and loss.
Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the
closing exchange rates on that date. The resultant exchange differences are recognized in the statement of profit and
loss.
o) Lease Accounting
Assets acquired under leases other than finance leases are classified as operating leases. The total lease rentals
(including scheduled rental increases) in respect of an asset taken on operating lease are charged to the Statement of
197Profit and Loss on a straight-line basis over the lease term unless another systematic basis is more representative of
the time pattern of the benefit.
p) Employee benefits
"Short term employee benefits
It includes salaries, short term compensated absences (such as paid annual leave) where the absences are expected to
occur within twelve months after the end of the period in which the employees render the related employee service,
profit sharing and bonuses payable within twelve months after the end of the period in which the employees render
the related services and non-monetary benefits (such as medical care) for current employees are estimated and
measured on an undiscounted basis.
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to
a separate entity and has no obligation to pay any further amounts. The Company makes specified monthly
contributions towards Employee Provident Fund to Government administered Provident Fund scheme which is a
defined contribution plan. The Company's contribution is recognized as an expense in the Statement of Profit and Loss
during the period in which the employee renders the related service."
Gratuity
Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial valuation on projected
unit credit (PUC) method made at the end of each financial year.
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included
in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net
interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding
debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified
to profit or loss in subsequent periods.
Past service costs are recognized in profit or loss on the earlier of:
• The date of the plan amendment or curtailment, and
• The date that the Company recognizes related restructuring costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company
recognizes the following changes in the net defined benefit obligation as an expense in the statement of profit and
loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine
settlements; and
• Net interest expense or income
Compensated Absences
Employees can carry-forward a portion of the unutilized accrued compensated absences and utilize it in future service
periods or receive cash compensation on termination of employment. The Company records an obligation for such
compensated absences in the period in which the employee renders the services that increase this entitlement. The
obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.
Other long-term benefits
The employees can carry-forward a portion of the unutilized accrued compensated absences and utilize it in future
service periods or receive cash compensation on termination of employment. Since the compensated absences do not
198fall due wholly within twelve months after the end of the period in which the employees render the related service and
are also not expected to be utilized wholly within twelve months after the end of such period, the benefit is classified
as a long-term employee benefit. The Company records an obligation for such compensated absences in the period in
which the employee renders the services that increase this entitlement. The obligation is measured on the basis of
independent actuarial valuation using the projected unit credit method."
q) Segment Reporting
The Company operates in a single primary business segment. Hence, there are no reportable segment as per AS 17
Segment Reporting.
r) Earnings per share
Basic Earnings per Share (EPS) is computed by dividing the net profit after tax for the year attributable to the equity
shareholders by the weighted average number of shares outstanding during the year. The Company does not have any
potentially dilutive securities in any of the years presented to calculate diluted EPS and hence the diluted EPS is the
same as basic EPS.
s) Provisions, contingent liabilities and contingent assets
Provision is recognized when the Company has a present obligation as a result of past event and it is probable that an
outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made.
Provisions are not discounted to present value and are determined based on best estimate required to settle the
obligation on the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current
best estimates. A disclosure for a contingent liability is made when there is a present obligation that may, but probably
will not, require an outflow of resources. Disclosure is also made in respect of a present obligation as a result of past
event that probably requires an outflow of resource, where it is not possible to make a reliable estimate of the outflow.
Possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence
or non-occurrence of one or more uncertain future events not wholly within the control of the Company are also
included in the disclosure of the contingent liability. Where there is a present obligation in respect of which the
likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are not recognized
in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an
inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change
occurs.
t) Cash and Cash equivalents
Cash and cash equivalents comprise cash on hand and balance with banks on current accounts. The Company considers
all highly liquid investments, including bank deposits with an original maturity at the date of purchase of three months
or less and that are readily convertible to known amounts of cash to be cash equivalents. Further, bank deposits having
maturity of more than 12 months have also been disclosed separately by the company under this head. Moreover, the
cash flow statement is prepared using indirect method.
u) General
Accounting policies not specifically referred to, are consistent with the Indian Generally Accepted Accounting
Principles and are followed consistently.
199RESULTS OF OPERATIONS
The following table sets forth selected information from our results of operations as a percentage of total income for Fiscals 2025, 2024 andf 2023:
(₹ in Lakhs)
Consolidated Standalone
Year ended Year ended Year ended
Particulars % of Total % of Total % of Total
March 31, March 31, March 31,
Income Income Income
2025 2024 2023
INCOME:
Revenue from Operations 8,237.85 97.91% 5,425.02 98.05% 5,461.30 99.12%
Other Income 175.43 2.09% 108.13 1.95% 48.59 0.88%
Total Income (A) 8,413.28 100.00% 5,533.15 100.00% 5,509.89 100.00%
EXPENSES:
Cost of Materials Consumed 4,303.33 51.15% 3,361.46 60.75% 3,768.44 68.39%
Employee benefit expenses 702.74 8.35% 412.62 7.46% 374.98 6.81%
Finance costs 249.85 2.97% 83.99 1.52% 67.63 1.23%
Depreciation and amortization 190.74 2.27% 54.15 0.98% 51.66 0.94%
Other expenses 1,848.95 21.98% 1,180.12 21.33% 1,045.07 18.97%
Total Expenses (B) 7,295.61 86.72% 5,092.34 92.03% 5,307.78 96.33%
Net Profit / (Loss) before tax 1,117.67 13.28% 440.81 7.97% 202.11 3.67%
Less: Tax expense
(i) Current tax 308.31 3.66% 130.08 2.35% 51.03 0.93%
(iii) Deferred tax (28.24) (0.34) % (7.27) (0.13) % 1.86 0.03%
(b)Short/ Excess Tax provision for earlier periods 22.77 0.27% - - - -
Total Tax Expense 302.84 3.60% 122.81 2.22% 52.89 0.96%
Net Profit / (Loss) after tax 814.83 9.68% 318.00 5.75% 149.22 2.71%
Pre-operative Profit/Loss (54.28) (0.65) % - - - -
Net Profit transferred o reserves 760.54 9.04% 318.00 5.75% 149.22 2.71%
200FOR THE PERIOD ENDED
Total Revenue
Revenue from operations
Our revenue from operations for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 was ₹ 8,237.85,
₹5,425.02 lakhs and ₹5,461.30 lakhs which was, 98.05% and 99.12% of our total income.
Other income
Our other income for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 was ₹175.43 lakhs, ₹ 108.13
lakhs and ₹ 48.59 lakhs which was 2.09%, 1.95% and 0.88% of our total income for the same period. The components
of our other income were Interest income, foreign exchange gain, Sundry balances written back and profit on sale of
fixed assets and investments.
Total Expenses
Raw materials consumed
Our cost of raw materials consumed for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 was ₹
4,303.33 lakhs, ₹ 3,361.46 lakhs and ₹ 3,768.44 lakhs which was 51.15% 60.75% and 68.39% respectively of our total
income for the same period.
Employee benefit expenses
Our employee benefit expenses for the year ended March 31, 2025,March 31, 2024 and March31, 2023 were ₹702.74
lakhs, ₹ 412.62 lakhs and ₹ 374.98 lakhs which was 8.35%, 7.46% and 6.81% respectively of our total income for the
same period.
Finance Cost
Our Finance cost expenses for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 were ₹ 249.85 lakhs,
₹ 83.99 lakhs and ₹ 67.63 lakhs which was 2.97%, 1.52% and 1.23% respectively of our total income for the same period.
Depreciation and amortization
Our depreciation and amortization for the year ended 31 March 2025, 31 March 2024 and 31 March 2023 was ₹ 190.74
lakhs, ₹ 54.15 lakhs and ₹ 51.66 lakhs which was 2.27%, 0.98% and 0.94% of our total income for the same period.
Other expenses
Our other expenses for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 were ₹1,848.95 lakhs, ₹
1,180.12 lakhs and ₹ 1,045.07 lakhs which was 21.98%, 21.33% and 18.97% of our total income for the same period.
Our other expenses primarily consist of rent, labour expenses, freight expenses, and insurance.
Tax expenses
Our current tax expenses for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 was ₹ 308.31 lakhs, ₹
130.08 lakhs and ₹ 51.03 lakhs respectively which was 3.66%, 2.35% and 0.93% of our total income for the same period.
Profit for the year
Our profit for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 was ₹ 760.54 lakhs, ₹ 318.00 lakhs
and ₹ 149.22 lakhs which is 9.04%, 5.75% and 2.71% of our total income for the same period.
FISCAL 2025 COMPARED TO FISCAL 2024
Total revenue
201Revenue from operations
Revenue from operation has increased by 51.85% to ₹ 8,237.85 lakhs in Fiscal 2025 from ₹ 5,425.02 lakhs in Fiscal
2024. Such increase was primarily attributable to Consolidation of our wholly owned Subsidiary Company. Revenue
from operations from our holding and subsidiary company is 4,714.28 lakhs and 3,523.57 lakhs respectively.
Other income
Other income increased by 62.24% to ₹ 175.43 lakhs in Fiscal 2025 from ₹ 108.13 lakhs in Fiscal 2024. Such increase
was primarily attributable to Consolidation of our wholly owned Subsidiary Company. Other income from our holding
and subsidiary company is 65.30 lakhs and 110.13 lakhs respectively. There is a decrease in other income on the
standalone basis due to reduction in the sundry balances written back.
Total expenses
Raw materials consumed
The cost of materials consumed increased by 28.02% to ₹ 4,303.33 lakhs in Fiscal 2025 from ₹ 3,361.46 lakhs in Fiscal
2024. This increase was primarily attributable to higher sales due to Consolidation of wholly owned Subsidiary Company.
The cost of raw materials consumed from our holding and subsidiary Company is 2,340.82 lakhs and 1,962.51 lakhs
respectively. Such decrease in cost of raw materials consumed on standalone basis is attributable to lower sales and higher
inventory levels.
Employee benefit expenses
Employee benefits expenses increased by 70.31% to ₹ 702.74 lakhs in Fiscal 2025 from ₹ 412.62 lakhs in Fiscal 2024.
This was predominantly due to Consolidation of our wholly owned subsidiary Company. Employee benefit expense from
our holding and subsidiary Company is 392.29 lakhs and 310.45 lakhs respectively. Such decrease in Employee benefit
expense on standalone basis is attributable to decrease in director’s remuneration.
Finance Cost
Finance cost expense increased by 197.48 % to ₹ 249.85 lakhs in Fiscal 2025 from ₹ 83.99 lakhs in Fiscal 2024. Such
increase was due to Consolidation of our wholly owned subsidiary Company. Finance cost from our holding and
subsidiary Company is 122.40 lakhs and 127.45 lakhs respectively. Such increase in Finance cost on standalone basis is
attributable to increase in interest cost on working capital loan and term loan.
Depreciation and amortization expense
Depreciation and amortization expense increased by 252.24 % to ₹ 190.74 lakhs in Fiscal 2025 from ₹ 54.15 lakhs in
Fiscal 2024. Such increase was due to Consolidation our wholly owned subsidiary Company.
Other Expenses
Other expenses increased by 56.67 % to ₹ 1,848.95 lakhs in Fiscal 2025 from ₹ 1,180.12 lakhs in Fiscal 2024. Our other
expenses primarily increased due to Consolidation our wholly owned subsidiary Company. Other expenses from our
holding and subsidiary Company are 923.51 lakhs and 925.44 lakhs respectively. Such decrease on standalone basis is
attributable to decrease in freight and transportation expenses.
Tax expenses
Our current tax expenses increased to ₹ 308.31 lakhs in 2025 from ₹ 130.08 lakhs in 2024. This was predominantly
attributable to an increase in profit for the year due to consolidation of our wholly owned subsidiary Company.
Profit for the year
Our profit for the year increased by 139.16 % to ₹ 760.54 lakhs in Fiscal 2025 from ₹ 318.00 lakhs in Fiscal 2024. This
increase is primarily attributable to a consolidation of our wholly owned subsidiary Company.
202FISCAL 2024 COMPARED TO FISCAL 2023
Total revenue
Revenue from operations
Revenue from operation has decreased by 0.66% to ₹ 5,425.02 lakhs in Fiscal 2024 from ₹ 5,461.30 lakhs in Fiscal 2023.
Such small decrease was primarily attributable to a decrease in sale of our manufactured products.
Other income
Other income increased by 122.54% to ₹ 108.13 lakhs in Fiscal 2024 from ₹ 48.59 lakhs in Fiscal 2023. Such increase
was primarily attributable to an increase in sundry balance written back and foreign exchange gain.
Total expenses
Raw materials consumed
The cost of materials consumed decreased by 10.80% to ₹3,361.46 lakhs in Fiscal 2024 from ₹3,768.44 lakhs in Fiscal
2023. This decrease was primarily due to the normalization of raw material prices, which had surged after COVID-19
but gradually declined thereafter. As a result, the cost of raw materials consumed in Fiscal 2024 was lower than in the
previous period.
Employee benefit expenses
Employee benefits expenses increased by 10.04% to ₹ 412.62 lakhs in Fiscal 2024 from ₹ 374.98 in Fiscal 2023. This
was predominantly due to increase in workforce along with increase in salaries, wages, director remuneration,
contribution to provident and other funds and staff welfare expenses. This was consequent to an increase in our number
of employees, growth in annual salaries as well as an incremental rise in minimum wages.
Finance Cost
Finance cost expense increased by 24.19% to ₹ 83.99 lakhs in Fiscal 2024 from ₹ 67.63 lakhs in Fiscal 2023.
Depreciation and amortization expense
Depreciation and amortization expense increased by 4.82% to ₹ 54.15 lakhs in Fiscal 2024 from ₹ 51.66 lakhs in Fiscal
2023.
Other Expenses
Other expenses increased by 12.92% to ₹ 1,180.12 lakhs in Fiscal 2024 from ₹ 1,045.07 lakhs in Fiscal 2023. Our other
expenses primarily increased due to increase in Freight & Transportation expense and Labour charges.
Tax expenses
Our current tax expenses increased to ₹ 130.08 lakhs in 2024 from ₹ 51.03 lakhs in 2023. This was predominantly due
to an increase in profit for the year.
Profit for the year
Our profit for the year increased by 113.22% to ₹318.00 lakhs in Fiscal 2024 from ₹149.22 lakhs in Fiscal 2023. This
increase is primarily attributable to a decrease in raw material consumption, as explained above, and lower tax expenses.
The reduction in raw material costs led to an improvement in the Company's margins, resulting in a higher Profit After
Tax.
DISCUSSION ON THE STATEMENT OF CASH FLOWS
The following table sets forth certain information relating to our Company’s statement of cash flows for the periods
indicated:
203(₹ in Lakhs)
Consolidated Standalone
Particulars
FY 2025 FY 2024 FY 2023
Net cash flows from operating activities 1,009.55 (134.01) (66.13)
Net cash flows from investing activities (842.33) (100.89) 21.34
Net cash flows from financing activities (153.26) 201.26 (114.46)
Operating activities
In Fiscal 2025, net cash generated from operating activities was ₹ 1,009.55 lakhs. This comprised of Profit before tax of
₹ 1,117.67 lakhs which was adjusted for depreciation and amortization expense of ₹ 190.74 lakhs, Interest income of ₹
8.78 lakhs, net sundry balance written back ₹ 144.15 lakhs and Finance Cost of ₹ 249.85 lakhs. The resultant operating
profit before working capital changes was ₹ 1,405.33 lakhs, which was further adjusted for working capital changes.
In Fiscal 2024, net cash generated from operating activities was ₹ (134.01) lakhs. This comprised of the profit before tax
of ₹ 440.81 lakhs, which was primarily adjusted for depreciation and amortization expenses of ₹ 54.15 lakhs, interest
income of ₹ 4.13 lakhs, net sundry balance written back ₹ 92.20 lakhs and Finance Cost of ₹ 83.99 lakhs. The resultant
operating profit before working capital changes was ₹ 482.62 lakhs, which was further adjusted for working capital
changes.
In Fiscal 2023, net cash generated from operating activities was ₹ (66.13) lakhs. This comprised of the profit before tax
of ₹ 202.11 lakhs, which was primarily adjusted for depreciation and amortization expenses of ₹ 51.66 lakhs, interest
income of ₹ 5.73 lakhs, net sundry balance written back ₹ 32.53 Lakhs, gain on sale of mutual funds of ₹ 1.58 Lakhs and
Finance Cost of ₹ 67.63 lakhs. The resultant operating profit before working capital changes was ₹ 281.56 lakhs, which
was further adjusted for working capital changes.
Investing activities
In Fiscal 2025, net cash used in investing activities was ₹ 842.33 lakhs, which primarily comprised of addition to property,
plant, and equipment (net of capital work in progress) of ₹ 185.82 lakhs, interest income of ₹ 8.78 lakhs and investment
in subsidiary of ₹ 665.29 lakhs.
In Fiscal 2024, net cash used in investing activities was ₹ 100.89 lakhs, which primarily comprised of addition to property,
plant, and equipment (net capital work in progress) of ₹ 105.02 lakhs and interest income of ₹ 4.13 lakhs.
In Fiscal 2023, net cash generated from investing activities was ₹ 21.34 lakhs, which primarily comprised of addition to
property, plant, and equipment (net of capital work in progress) of ₹ 36.20, Proceeds from sale of mutual funds of ₹ 51.81
lakhs and interest income of ₹ 5.73 lakhs.
Financing activities
In Fiscal 2025, net cash used in financing activities was ₹ 153.26 lakhs which comprised of repayment of long term
borrowings of ₹ 100.39 lakhs, proceeds of short-term borrowings of ₹ 196.99 lakhs and Finance cost of ₹ 249.85 lakhs.
In Fiscal 2024, net cash generated from financing activities was ₹ 201.26 lakhs which comprised of proceeds of long
term and short-term borrowings of ₹ 69.86 lakhs and ₹ 215.39 lakhs respectively and Finance cost of ₹ 83.99 lakhs.
In Fiscal 2023, net cash used in financing activities was ₹ 114.46 lakhs which comprised of repayment of long term and
short-term borrowings of ₹ 30.89 lakhs and ₹ 15.93 lakhs respectively and Finance cost of ₹ 67.63 lakhs.
Contingent Liabilities
As on March 31, 2025, the Company does not have any contingent liabilities.
OTHER MATTERS
1. Significant economic changes that materially affect or are likely to affect income from continuing operations
204Other than as described in the Section titled “Financial Information” and chapter titled “Management’s Discussion
and Analysis of Financial Conditions and Results of Operations”, beginning on pages.54 and 191 respectively of
Red Herring Prospectus respectively, to our knowledge there are no significant economic changes that materially
affected or are likely to affect income from continuing Operations.
2. Known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income
from continuing operations
Other than as described in the chapter titled “Risk Factors” and “Management’s Discussion and Analysis of
Financial Conditions and Result of Operations”, beginning on page 26 and 191 respectively of Red Herring
Prospectus, best 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.
3. Future relationship between Costs and Income
Other than as described in the chapter titled “Risk Factors” beginning on page 26 of Red Herring Prospectus, best
to our knowledge there are no factors, which will affect the future relationship between costs and income or which
are expected to have a material adverse impact on our operations and finances.
4. Any significant dependence on single or few suppliers or customers
The income from top ten customers comprises of 75.83% 96.39% and 97.60% of our Revenue from Operation for
the year ended March 31, 2025, March 31, 2024 and March 31 2023 respectively. The purchases from top ten
supplier comprises of 80.45%, 85.06% and 86.15% of our total purchases for the year ended March 31, 2025, March
31, 2024 and March 31, 2023 respectively. For further details, please refer chapter “Risk Factors” beginning on
page 26 of Red Herring Prospectus.
205CAPITALISATION STATEMENT
The following table sets forth the Company’s capitalization as at March 31, 2025, derived from our Restated Consolidated
Financial Statements, and as adjusted for the Issue. This table should be read in conjunction with our Restated Financial
Statement dated June 20, 2025.
(₹ in lakhs)
Pre-Issue as at March 31, As adjusted for the proposed
Particulars
2025 Issue*
Long Term Borrowing 982.90 [●]
Short Term Borrowings 1,236.44 [●]
Total Borrowings (A) 2,219.34 [●]
Equity Share Capital 1,001.00 [●]
Other Equity 1,113.29 [●]
Total Equity (B) 2,114.29 [●]
Short term borrowing / Total equity (B) 0.58 [●]
Total Borrowings (A) / Total Equity (B) 1.05 [●]
*The Corresponding post IPO capitalization data for each of the accounts given in the above table is not determinable
at this stage pending the completion of the Book Building process and hence the same have not been provided in the
above statement.
206FINANCIAL INDEBTEDNESS
The Company avails loan and financing facilities in the ordinary course of business for meeting working capital and
business requirements.
The details of the Indebtness of the Company (on consolidated basis) as on March 31, 2025 is provided below:
(Rs in lakhs)
Nature of Borrowings Amount
Secured Borrowings (Fund Based) 1,389.38
Unsecured Borrowings 829.96
Total 2,219.34
Secured Borrowings:
1. Secured Borrowings of B. D. Industries (Pune) Limited:
(Rs in lakhs)
Amount Tenure as per
outstanding sanction letter Sanction
Amount
Bank /NBFC Name as on Interest Rate Letter
sanctioned
March 31, (in months) date
2025
HDFC BANK LTD.*** 750.00 350.84 9.12% linked with repo rate ON DEMAND 13-02-2024
HDFC BANK LTD.** 39.99 15.60 10.01% 60 MONTHS 02-11-2021
HDFC BANK LTD.** 7.67 3.66 7.25% 60 MONTHS 04-05-2022
Total 797.66 370.10
2. Secured Borrowings of B.D. Industries (India) Private Limited:
(Rs in lakhs)
Tenure as
Amount
per sanction
Amount outstandin Sanction
letter
Bank /NBFC Name sanctione g as on Interest Rate Letter
d March 31, date
(in months)
2025
9.17% linked with repo ON 13-02-
HDFC BANK LTD.*** 750.00 597.67 rate DEMAND 2024
11-11-
HDFC BANK LTD.* 45.00 2.51 11.30% 66 MONTHS 2019
11-11-
HDFC BANK LTD.* 55.00 3.06 11.30% 66 MONTHS 2019
8.99% linked with repo 14-03-
HDFC BANK LTD.* 282.00 235.37 rate 60 MONTHS 2024
8.83% linked with repo 12-11-
HDFC BANK LTD.* 188.11 179.50 rate 60 MONTHS 2024
UNION BANK OF 07-02-
INDIA** 5.50 1.17 8.50% 84 MONTHS 2019
Total 1,325.61 1,019.27
* These loans are Working Capital term loans.
** These loans are Auto Loans and secured against Vehicles.
*** These loans are Cash Credits availed by the Company and secured against Stock, Debtors and FD of the Company.
207Unsecured Borrowings:
3. Unsecured Borrowing of B. D. Industries (Pune) Limited
(Rs in lakhs)
Amount Tenure as per
outstanding sanction letter Sanction
Amount Interest
Bank /NBFC Name as on Letter
sanctioned Rate
march 31, (in months) date
2025
BAJAJ FINANCE LIMITED 52.21 19.28 16.00% 24 MONTHS 31-10-2023
ADITYA BIRLA FINANCE LIMITED 50.00 46.41 16.00% 24 MONTHS 30-12-2024
L&T FINANCE LIMITED 50.00 30.53 15.00% 36 MONTHS 31-10-2023
TATA CAPITAL 50.00 68.75 15.00% 24 MONTHS 02-12-2023
Loan from Directors:
Akshay Saini NA 128.10 Interest free ON DEMAND NA
Rahul Saini NA 96.89 Interest free ON DEMAND NA
Total 389.96
4. Unsecured Borrowings of B.D. Industries (India) Private Limited
(Rs in lakhs)
Tenure as per
Amount
sanction letter
Amount outstanding Sanction
Bank /NBFC Name Interest Rate
sanctioned as on March Letter date
(in months)
31, 2025
AUTOTRAC FINANCE LTD. 250.00 85.92 9.00% 48 MONTHS 31-03-2022
L&T FINANCE LIMITED 35.00 33.46 16.00% 36 MONTHS 31-12-2024
Loan from Directors:
Dalbirpal Saini NA 320.62 Interest free ON DEMAND NA
Total 440.00
Note 1: Wherever Loan Sanction letters are not available, Fund disbursal/agreement date has been taken as sanction letter
date.
Note 2: Our Company has availed unsecured loan from Directors and others. The same is interest free and repayable on
demand.
Note 3: Bank loans contain certain debt covenants relating to limitation on indebtedness, debt-equity ratio, net
Borrowings to EBITDA ratio and debt service coverage ratio.
Note 4: Our Promoters have provided personal guarantee towards loan facilities taken by our Company. For further
details on the personal guarantees towards loan facilities taken by our company, please refer chapter titled “Risk Factors”
beginning on page no. 26 of this Red Herring Prospectus.
208SECTION VIII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVLOPMENTS
Except as stated in this section, there are no (i) outstanding criminal proceedings; (ii) actions taken by statutory and/or
regulatory authorities; (iii) outstanding claims related to direct or indirect taxes; (iv) other pending litigation as
determined to be material by the Board of Directors of the Company as per the Materiality Policy (as defined below) in
each case involving our Company, our Subsidiary, our Promoters or our Directors or Group Companies (“Relevant
Parties”); or (v) any litigations involving the Group Companies which have a material impact on the business operations,
prospects or reputation of the Company. Further, except as stated in this section, there are no disciplinary actions
including penalties imposed by SEBI or stock exchanges against the Company, its Promoters or its Directors in the last
five Fiscals immediately preceding the date of this Red Herring Prospectus, including any outstanding action.
Our Board, in its meeting held on June 20, 2025 determined litigations based on lower of threshold criteria mentioned
below:
In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
(Amendment) Regulations, 2025, legal proceedings involving the Company, its Directors or Promoters or Group
Company, Subsidiary, KMP/SMP shall be classified as material litigation if the monetary value or estimated monetary
impact of such proceedings is equal to or exceeds the lower of the following thresholds:
(a) Two percent of the turnover of the Company, as per the latest annual restated consolidated financial statements,
amounting to ₹164.76 Lakhs; or
(b) Two percent of the net worth of the Company, as per the latest annual restated consolidated financial statements
amounting to ₹ 42.29 Lakhs; or
(c) Five percent of the average of the absolute value of profit or loss after tax, as per the last three annual restated
consolidated financial statements, amounting to ₹ 20.46 Lakhs.
Accordingly, the lowest of the above thresholds, being ₹ 20.46 Lakhs, has been adopted as the materiality threshold.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this purpose, our
Board has considered and adopted a policy of materiality for identification of material outstanding dues to creditors by
way of its resolution dated June 20, 2025 In terms of the materiality policy, creditors of our Company to whom amounts
outstanding dues to any creditor of our Company exceeding 5% of the consolidated revenue of latest audited financials
of our Company disclosed in this Red Herring Prospectus, would be considered as material creditors. Details of
outstanding dues to micro, small and medium enterprises and other creditors separately giving details of number of cases
and amount involved shall be uploaded and disclosed on the webpage of the Company as required under the SEBI ICDR
Regulations. Unless stated to the contrary, the information provided below is as of the date of this Red Herring Prospectus.
I. LITIGATION INVOLVING OUR COMPANY
A. LITIGATION AGAINST OUR COMPANY
1. Litigation Involving Criminal matters
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
(i) Direct Tax Liabilities
209Sr. Amount in dispute/demanded to the extent
Type of Direct Tax No. of Cases
No. ascertainable
1. Direct Tax (Income Tax) 3 2,45,584.00
2. Direct Tax (TDS Traces) 13 50,38,610.00
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL
B. LITIGATION FILED BY OUR COMPANY
1. Litigation Involving Criminal matters
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
(i) Direct Tax Liabilities
NIL
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL
II. LITIGATIONS INVOLVING SUBSIDIARY
A. Litigation Against Our Subsidiary
1. Litigation Involving Criminal Matters
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation/Matters involving Tax Liabilities
(i) Direct Tax Liabilities
Sr. Amount in dispute/demanded to the extent
Type of Direct Tax No. of Cases
No. ascertainable
1. Direct Tax (Income Tax) 6 85,68,701.00
2. Direct Tax (TDS Traces) 10 1,737,190.00
210(ii) Indirect Taxes Liabilities
Amount in dispute/demanded to
Sr. No. Type of Indirect Tax No. of Cases
the extent ascertainable
1 Central Sales Tax 1 583,389.00
2 Service Tax 1 1,286,746.00
3 Excise 1 3,996,450.00
4. Other Pending Litigation
Nil
B. Litigation filed by our Subsidiary
1. Litigation Involving Criminal Matters
i. Criminal Complaint No. CC No 1264/2019 filed by B.D. Industries (India) Private Limited (“the
Complainant”) against Rajib Mahadeb Sengupta (“the Accused”) under section 138 of the Negotiable
Instruments Act, 1881 before Court of Chief Metropolitan Magistrate (NI Act) 72th Court at Vikroli,
Mumbai.
The Complainant has filed the Criminal complaint under Section 138 of the Negotiable Instruments Act, 1881
against the Accused with regard to dishonour of cheque issued by the Accused for a sum of Rs.2,60,000/- (Rupees
Two Lakhs Sixty Thousand only). The Complainant has requested the Court to summon, try and punish the Accused
with the maximum imprisonment punishable under the provisions of Section 138 of the Negotiable Instruments
Act, 1881.The Complainant has also requested to direct the Accused to pay to the Complainant compensation
amount of Rs. 2,60,000 (Rupees Two Lakhs Sixty Thousand only) along with interest thereon at the rate of 18%
per annum compoundable monthly from the date of the loan till the repayment by you, as well as cost of this legal
notice Rs.20,000 (Rupees Twenty Thousand only). This matter is presently pending.
ii. Criminal Complaint No. CC No 1265/2019 filed by B.D. Industries (India) Private Limited (“the
Complainant”) against Rajib Mahadeb Sengupta (“the Accused”) under section 138 of the Negotiable
Instruments Act, 1881 before Court of Chief Metropolitan Magistrate (NI Act) 72th Court at Vikroli,
Mumbai.
The Complainant has filed the Criminal complaint under Section 138 of the Negotiable Instruments Act, 1881
against the Accused with regard to dishonour of cheque issued by the Accused for a sum of Rs.10,87,300/- (Rupees
Ten Lakhs Eighty-Seven Thousand Three Hundred only). The Complainant has requested the Court to summon,
try and punish the Accused with the maximum imprisonment punishable under the provisions of Section 138 of the
Negotiable Instruments Act, 1881.The Complainant has also requested to direct the Accused to pay to the
Complainant compensation amount of Rs. 10,87,300/- (Rupees Ten Lakhs Eighty-Seven Thousand Three Hundred
only with interest thereon at the rate of 18% per annum compoundable monthly from the date of the loan till the
repayment by you, as well as cost of this legal notice Rs.20,000 (Rupees Twenty Thousand only). This matter is
presently pending.
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation Involving Tax Matters
NIL
4. Other Pending Litigation
211i. Petition filed by B.D. Industries (India) Private Limited to Micro and Small Enterprises Facilitation
Council, MMR Region, Mumbai against Rinfra Astaldi Joint Venture vide Petition no. 2964/2023.
The Respondent had entered into a contractual agreement with B.D. Industries in 2019 and issued a Purchase Order
to the Petitioner. Pursuant to the said agreement, the Petitioner duly provided the goods and/or services as per the
terms of the Purchase Order. However, despite the fulfillment of the contractual obligations by the Petitioner, the
Respondent has failed to make payment of the outstanding amount of Rs. 8,30,543/-. The Petitioner has also
requested to direct the respondent to pay principal amount of Rs. 8,30,543/- along with Interest of Rs.4,71,761/-
amounting to Rs. 13,02,304/-. The Petitioner has made continuous and repeated follow-ups for the payment, but
the Respondent has failed to remit the amount, leaving it unpaid. This failure to make payment constitutes a breach
of contract and an unlawful withholding of dues. The case is presently pending.
III. LITIGATION INVOLVING OUR PROMOTERS AND DIRECTORS
A. LITIGATION AGAINST OUR PROMOTERS AND DIRECTORS
1. Litigation Involving Criminal Matters
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
Amount in dispute/demand (in ₹ to
Nature of cases Number of cases
the extent quantifiable)
Dalbirpal Saini
Direct Tax 2 9,25,590
Indirect Tax Nil Nil
Total 2 9,25,590
Akshay Saini
Direct Tax 5 3,30,585
Indirect Tax Nil Nil
Total 5 3,30,585
Rahul Saini
Direct Tax 3 1,58,342
Indirect Tax Nil Nil
Total 3 1,58,342
Sanjay Damani
Direct Tax 1 5,850
Indirect Tax Nil Nil
Total 1 5,850
Laxmidas Merchant
Direct Tax 2 13,71,009
Indirect Tax Nil Nil
Total 2 13,71,009
4. Other Pending Litigations
NIL
B. LITIGATION FILED BY OUR PROMOTERS AND DIRECTORS
1. Litigation Involving Criminal matters
NIL
2122. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
(i) Direct Tax Liabilities
NIL
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL
IV. LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL:
A. LITIGATION AGAINST OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
PERSONNEL
1. Litigation Involving Criminal Matters
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
Amount in dispute/demand (in ₹ to
Nature of cases Number of cases
the extent quantifiable)
Pritesh Padhiyar
Direct Tax 1 2,764
Indirect Tax Nil Nil
Total 1 2,764
Swapnil Bhosale
Direct Tax 3 76,899
Indirect Tax Nil Nil
Total 3 76,899
Ashwini Sharma
Direct Tax 1 1,710
Indirect Tax Nil Nil
Total 1 1,710
4. Other Pending Litigations
NIL
B. LITIGATION FILED BY KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
PERSONNEL
1. Litigation Involving Criminal matters
NIL
2132. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
(i) Direct Tax Liabilities
NIL
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL
V. LITIGATION INVOLVING GROUP COMPANIES
A. LITIGATION AGAINST OUR GROUP COMPANIES
1. Litigation involving Criminal matters
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
3. Litigation involving Tax Liabilities
NIL
4. Other Pending Litigations
NIL
B. LITIGATION FILED BY OUR GROUP COMPANIES
1. Criminal matters
NIL
2. Litigation Involving Actions by Statutory/Regulatory Authorities
NIL
(i) Direct Tax Liabilities
NIL
(ii) Indirect Taxes Liabilities
NIL
4. Other Pending Litigations
NIL
214AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS
As of March 31, 2025, our Company owes the following amounts to small scale undertakings, other creditors and material
creditors:
(Rs. in lakhs)
Particulars Number of Creditors Amount involved
Micro, Small and Medium Enterprise 26 153.71
Material Creditors 0 -
Other Creditor 316 1,623.05
Total Creditors 342 1,776.76
Material Creditors of the Company having amount outstanding as on March 31, 2025 exceeding 5% of the
consolidated revenue of latest audited financials of our Company
As of March 31, 2025, we had 342 creditors to whom a total amount amounting to ₹ 1,776.76 was outstanding out of no
creditor was material creditor in terms of the Materiality Policy.
For further details, please see website at www.bdi-group.org
It is clarified that information provided on the website of our Company is not a part of this Red Herring Prospectus and
should not be deemed to be incorporated by reference. Anyone placing reliance on any other source of information,
including our Company’s website, would be doing so at its own risk.
DISCIPLINARY ACTION INCLUDING PENALTY IMPOSED BY SEBI OR STOCK EXCHANGES
AGAINST THE PROMOTERS IN THE LAST FIVE FINANCIAL YEARS
There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against the Promoters during
the last 5 financial years including outstanding actions.
MATERIAL DEVELOPMENTS OCCURRING AFTER LAST BALANCE SHEET DATE
Except as disclosed elsewhere in this Red Herring Prospectus, and in the chapter titled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on page 191. there have been no material developments since
the date of the last financial statements as disclosed in this Red Herring Prospectus.
215GOVERNMENT AND OTHER STATUTORY APPROVALS
We have set out below an indicative list of licenses, approvals, consents, registrations and permits obtained by our
Company for the purpose of undertaking its business activities. In view of these approvals, our Company can undertake
this Issue and its business activities. Certain of our approvals may have expired or may expire in the ordinary course of
business, from time to time and our Company has either already made an application to the appropriate authorities for
renewal of such approvals or is in the process of making such renewal applications. Pursuant to the conversion of our
Company into a public limited company, we are also in the process of applying to various regulatory authorities for
change in name of the approvals obtained by us, and have also made applications before various authorities for change
in the name of our Company, in the ordinary course of business. The Company and its Subsidiary have obtained all
approvals required for its business and has made applications for the remaining approvals as disclosed in this chapter
titled “Government and Other Statutory Approvals” at page 216.
I. Approvals for the Issue
1. The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a resolution passed
at its meeting held on January 21, 2025 authorized the Issue, subject to the approval of the shareholders and
such other authorities as may be necessary.
2. 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 heldwith a shorter notice on January 22, 2025 authorized
the Issue.
3. Our Company's International Securities Identification Number (“ISIN”) is INE1LJ801017.
II. Approvals pertaining to Incorporation, name and constitution of our Company.
A. Approvals obtained by the Company
1. Certificate of Incorporation dated April 16, 2010 from the Registrar of Companies, Mumbai, Maharashtra under
the Companies Act, 2013 as “B. D. Industries (Pune) Private Limited”
2. Fresh certificate of incorporation dated December 24, 2024 issued by Registrar of Companies, Central
Processing Centre consequent to name change from “B. D. Industries (Pune) Private Limited” to “B. D.
Industries (Pune) Limited” pursuant to the conversion of our company into Public Limited Company.
3. The Corporate Identity Number (CIN) of the Company is U25203MH2010PLC202092.
4. ISIN of the Company is INE1LJ801017
B. Approvals obtained by subsidiary
1. Certificate of Incorporation dated May 09, 2009 from the Registrar of Companies, Mumbai, Maharashtra under
the Companies Act, 2013 as “B. D. INDUSTRIES (INDIA) PRIVATE LIMITED”
2. The Corporate Identity Number (CIN) of the Company is U29253MH2009PTC192285.
III. TAX RELATED APPROVALS
A. Approvals obtained by the Company
Sr. Date of Date of
Description Authority Registration Number
No. Issue Expiry
Permanent Account Income-tax Department, April Valid until
1. AAECB0686L
Number (PAN) Government of India 16, 2010 cancelled
216Sr. Date of Date of
Description Authority Registration Number
No. Issue Expiry
Tax Deduction
Income-tax Department, May 13, Valid until
2. Account Number MUMB20245B
Government of India 2010 cancelled
(TAN)
Certificate of
Commercial Tax
Registration issued February Valid until
3. Department, Government 33AAECB0686L1ZL
under GST in Tamil 09, 2021 cancelled
of India
Nadu
Certificate of
Commercial Tax
Registration issued February Valid until
4. Department, Government 27AAECB0686L1ZE
under GST in Pune, 11, 2025 cancelled
of India
Maharashtra
Ministry of Commerce
Importer-Exporter June 18, Valid until
5. and Industry Directorate 0312018738
Code 2012 cancelled
General of Foreign Trade
B. Approvals obtained by subsidiary
Sr. Date of Date of
Description Authority Registration Number
No. Issue Expiry
Permanent Account Income-tax Department, May Valid until
1. AADCB7629Q
Number (PAN) Government of India 09, 2009 cancelled
Certificate of
Commercial Tax
Registration issued July Valid until
2. Department, Government 23AADCB7629Q1Z8
under GST in Dewas, 18, 2018 cancelled
of India
Madhya Pradesh
Certificate of
Commercial Tax
Registration issued March Valid until
3. Department, Government 27AADCB7629Q2ZZ
under GST in 20, 2018 cancelled
of India
Mumbai, Maharashtra
Certificate of
Commercial Tax
Registration issued November Valid until
4. Department, Government 03AADCB7629Q1ZA
under GST in 01, 2021 cancelled
of India
Hoshiarpur, Punjab.
Tax Deduction
Income-tax Department, June 05, Valid until
5. Account Number MUMB19506E
Government of India 2009 cancelled
(TAN)
Ministry of Commerce
Importer-Exporter June 16, Valid until
6. and Industry Directorate 0317529528
Code 2017 cancelled
General of Foreign Trade
IV. LABOUR RELATED APPROVALS
A. Approvals obtained by the Company
Sr. Date of
Description Authority Registration Number Date of Issue
No. Expiry
Certificate of Registration Employees'
August 13, Valid until
1. under the Employees Provident Fund PUPUN0034352000
2014 cancelled
Provident Fund* Organisation
Certificate of Enrolment Maharashtra Sales Valid until
2. 99413277668P April 22, 2019
under the Maharashtra Tax Department cancelled
217Sr. Date of
Description Authority Registration Number Date of Issue
No. Expiry
State Tax on Professions,
Traders, Callings and
Employments Act, 1975*
Certificate of Enrolment
under the Maharashtra
Maharashtra Sales February 01, Valid until
3. State Tax on Professions, 27560825013P
Tax Department 2011 cancelled
Traders, Callings and
Employments Act, 1975*
Certificate of registration Maharashtra Shop
under Shops and and Establishments
820366205 / ME
Establishment for 1501 B, (Regulations of February 07, Valid until
4. Ward/COMMERCIAL
15th Floor, Universal Employment and 2025 cancelled
II
Majestic P. L. Lokhande conditions of
Marg, Chembur (W). Service) Act, 2017
Certificate of Registration
Regional Office,
under the Employee State
Employees’ State August 01, Valid until
5 Insurance Act, 1948 for 33000515430000699
Insurance 2016 cancelled
Gat no 999, Sanaswadi
Corporation
Tal Shirur, Pune.*
* Our Company is yet to make applications to respective authorities for updating each of the aforesaid certificates to
reflect its current name pursuant to conversion into a public limited company.
B. Approvals obtained by subsidiary
Sr. Date of
Description Authority Registration Number Date of Issue
No. Expiry
Certificate of Registration Employees'
Valid until
1. under the Employees Provident Fund MPIND1479876000 June 21, 2016
cancelled
Provident Fund Organisation
Certificate of Enrolment
under the Maharashtra
Maharashtra Sales Valid until
2. State Tax on Professions, 27761825167P April 01, 2019
Tax Department cancelled
Traders, Callings and
Employments Act, 1975
Certificate of Enrolment
under the Maharashtra
Maharashtra Sales Valid until
3. State Tax on Professions, 99874001326P April 01, 2019
Tax Department cancelled
Traders, Callings and
Employments Act, 1975
Certificate of registration
Department of
for Individuals under
Finance, December 13, Valid until
4. Madhya Pradesh 78839172011
Government of 2018 cancelled
Professional Tax Act,
Madhya Pradesh
1995
Certificate of registration
under Shops and
Department of 820366241/ME
Establishment for 1501 B, November 29, Valid until
5. Labour, Government Ward/COMMERCIAL
15th Floor, Universal 2024 cancelled
of Maharashtra II
Majestic P. L. Lokhande
Marg, Chembur (W).
218Sr. Date of
Description Authority Registration Number Date of Issue
No. Expiry
Certificate of Registration
under the Employee State
Regional Office,
Insurance Act, 1948 for
Employees’ State Valid until
6. 1501 B, 15th Floor, 31180239200010999 May 04, 2021
Insurance cancelled
Universal Majestic P.N.
Corporation
Lokhande Govandi West,
Mumbai, Maharashtra.
Certificate of Registration
Regional Office,
under the Employee State
Employees’ State Valid until
7 Insurance Act, 1948 for 18000239200000999 May 30, 2016
Insurance cancelled
Kalani Bagh, A B Road
Corporation
Dewas.
V. KEY BUSINESS RELATED APPROVALS
A. Approvals obtained by the Company
Sr.
Description Authority Registration Number Date of Issue Date of Expiry
No.
Factory License under
Factories Act, 1948 for B. Directorate
D Industries (Pune) Private Industrial Safety
January December
1 Limited, Gat No. 999, and Health, 122102220900568
01, 2025 31, 2028
Nagar Road, Opp Foseco Maharashtra
Company, Shirur, Pune, Government
Maharashtra, 412208*
Ministry of Micro,
Udyam Registration UDYAM-MH-18- December 29, Valid until
2. Small and Medium
Certificate 0032970 2020 Cancelled
Industries.
Consent to Operate under
Section 26 Water
(Prevention and Control of
Pollution) Act- 1974 and
Air (Prevention and Maharashtra
October 17,
3. Control of Pollution) Pollution Control UAN-0000183874 April 30, 2026
2023
Act1981 and Environment Board
(Protection) Act-1986 and
Other Waste (Management
and Transboundary
Movement) Rules 2016*
Pune Metropolitan
Regional Valid until
4. Fire Fighting Measures* AV/Fire/11/2023/509 March 21, 2023
Development cancelled
Authority, Pune
Universal
Certification
Certificate of Registration Services Private ISO 9001: 2015
5. for Quality Management Limited, Member Certificate Number: April 28, 2025 April 27, 2028
System of Multilateral UCSPL09802501109
Recognition
Arrangement
219Sr.
Description Authority Registration Number Date of Issue Date of Expiry
No.
(IAF), Korea
Accreditation
Board (KAB)
Universal
Certification
Services Private
Limited, Member
Certificate of Registration ISO 14001:2015
of Multilateral
6. for Environmental Certificate Number: April 09, 2025 April 08, 2028
Recognition
Management System UCSPL14612500204
Arrangement
(IAF), Korea
Accreditation
Board (KAB)
Universal
Certification
Services Private
Limited, Member
Certificate of Registration
ISO 45001:2018
for Occupational Health of Multilateral
7. Certificate Number: April 09, 2025 April 08, 2028
and Safety Management Recognition
UCSPL45612500184
System Arrangement
(IAF), Korea
Accreditation
Board (KAB)
8. Certificate for Legal Entity Identifier Registration bearing number 984500A385EEF703BE56 valid until
August 21, 2025. *
* Our Company is yet to make applications to respective authorities for updating each of the aforesaid certificates to
reflect its current name pursuant to conversion into a public limited company.
B. Approvals obtained by subsidiary
Sr.
Description Authority Registration Number Date of Issue Date of Expiry
No.
Factory License under
Factories Act, 1948 for B D
Chief Inspector of
Industries (India) Private 129/15273/DWS/2m(i March December
1 Factories, Madhya
Limited, for 36B Industrial ) 06, 2023 31, 2025
Pradesh
area No 1 AB Road,
Dewas.
Ministry of Micro,
Udyam Registration UDYAM-MH-18- December 21, Valid until
2. Small and Medium
Certificate 0030068 2020 Cancelled
Industries.
Consent renewal under
section 25 of the Water
(Prevention & Control of
Madhya Pradesh
Pollution) Act, 1974 &
3. Pollution Control AW-121957 May 29, 2024 July 17, 2027
under section 21 of the Air
Board
(Prevention & Control of
Pollution) Act, 1981 for
Dewas.
220Sr.
Description Authority Registration Number Date of Issue Date of Expiry
No.
Universal
Certification
Services Private
Limited, Member
Certificate of Registration ISO 9001: 2015
of Multilateral November 14, November 13,
4. for Quality Management Certificate Number:
Recognition 2024 2027
System UCSPL8024I02892
Arrangement
(IAF), Korea
Accreditation
Board (KAB)
Quality Research
Organization
(QRO)
Certificate of Registration ISO 9001: 2015
Certification January 17, January 16,
5. for Quality Management Certificate Number:
Limited, UK 2024 2027
System 2024011707
Akkreditering
Forum Limited, UK
(UKAF)
6. Sanction of Power 170 KVA HT Connection at 33 KV supply for Plot no. 36-B, Industrial Area No. 1, A. B. Road,
Dewas from Office of Superintending Engineer (O & M), M.P.P.K.V.V. Co. Ltd Circle, Dewas
7. Ultrasonic flow meter Replacement by Dewas Water Projects Works Private Limited, Dewas from Water Projects
Works Private Limited
8. 140 K.A. 415 Polt D.G. Set Electrical Installation Executive Engineer (Visu) and Divisional Electrical Inspector,
Madhya Pradesh Government Indore Sabhag, Indore.
9. Fire Plan Approval Certificate Office Of Commissioner/Fire Officer, Dewas Nagar Nigam Ujjain Division, Dewas,
Madhya Pradesh. 6100018913/FNOC/COL/2025/1050 dated January 21, 2025
10. The Company has obtained Certificate of In Principle Approval, The Punjab Right to Business Act, 2020 for Village
dhehan, P.O Mandiala Near HPCL bottling Plant, Dist-Hoshiarpur, 14410 which was valid till June 30, 2024. The
Company is in process to apply for renewal of the said certificate for continuing its operations
11. The Company has obtained Consent for Establishment of the Baord, Telangana State Pollution Control Board vide
Order no. 220124196416 dated 29.11.2022 for Sy No. 126/2, Plot No.66A, IP Buchnelli, (V), Zahirabad (M), Sangareddy.
12. Certificate for Legal Entity Identifier Registration bearing number 984500D8C67OB716A945 valid until August 21,
2025.
INTELLECTUAL PROPERTY
For details regarding Intellectual Property, please refer chapter titled “Our Business”beginning on page no. 107 of this
Red Herring Prospectus.
PENDING APPROVALS
A. Pending For Renewal
NIL
B. Applications yet to be made
NIL
C. Applications made
NIL
221SECTION IX – OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE ISSUE
The Board of Directors has, pursuant to a resolution passed at its meeting held on January 21, 2025 authorized the
Issue, subject to the approval of the shareholders of the Company under Section 62(1)(c) and all other applicable
provisions of the Companies Act, 2013.
The shareholders of the Company have, pursuant to a special resolution passed in EGM held on January 22, 2025
authorized the Issue under Section 62(1)(c) and all other applicable provisions of the Companies Act, 2013
Our Company has received an In-Principle Approval letter dated June 02, 2025 from BSE Limited for using its name
in this Red Herring Prospectus/Prospectus for listing our shares on the SME Platform of BSE Limited. BSE Limited is
the Designated Stock Exchange for the purpose of this Issue.
PROHIBITION BY SECURITIES MARKET REGULATORS
Our Company, our Promoter, our Directors and our Promoter’s Group, person(s) in control of the promoter or issuer,
have not been prohibited from accessing the capital market or debarred from buying, selling, or dealing in securities
under any order or direction passed by the Board or any securities market regulators in any other jurisdiction or any
other authority/court as on date of this Red Herring Prospectus.
The listing of any securities of our Company has never been refused at any time by any of the stock exchanges in India
CONFIRMATIONS
1. Our Company, our Promoter, Promoter’s Group are in compliance with the Companies (Significant Beneficial
Ownership) Rules, 2018.
2. None of the Directors in any manner associated with any entities which are engaged in securities market related
business and are registered with the SEBI in the past five years.
3. There has been no action taken by SEBI against any of our Directors or any entity with which our Directors are
associated as Promoter or directors.
PROHIBITION BY RBI OR GOVERNMENTAL AUTHORITY
Neither our Company, nor our Promoter, nor the relatives (as defined under the Companies Act) of our Promoter, have
been identified as wilful defaulters or Fraudulent Borrowers by bank or financial institution or consortium thereof in
accordance with the guidelines on willful defaulters or fraudulent borrowers issued by the RBI.
CONFIRMATION IN RELATION TO RBI CIRCULAR DATED JULY 1, 2016
Neither our Company, nor any of our Promoters or Directors have been declared as fraudulent borrowers by the lending
banks or financial institution or consortium, in terms of the Master Directions on Frauds –Classification and Reporting
by commercial banks and select FIs dated July 1, 2016, as amended, issued by the Reserve Bank of India.
ELIGIBILITY FOR THE ISSUE
Our Company is not ineligible in terms of Regulations 228 of SEBI ICDR Regulations for this Issue as:
• Neither our Company, nor any of its Promoters, Promoter Group or Directors are debarred from accessing the capital
market by the Board.
• Neither our Promoters, nor any Directors of our Company is a promoter or director of any other company which is
debarred from accessing the capital market by the Board.
• Neither our Promoters nor any of our directors is declared as Fugitive Economic Offender.
• Neither our Company, nor any of its Promoters or directors are Wilful Defaulters or a fraudulent borrower.
• There are no outstanding convertible securities or any other right which would entitle any person with any option to
receive equity shares of the Company.
Our Company is eligible in terms of Regulations 229 of SEBI ICDR Regulations for this Issue as:
222• Regulation 229(1) – Our Company is eligible under Regulation 229(2) and hence it is not applicable.
• Regulation 229(2) - Our Company is eligible for the Issue in accordance with Regulation 229(2) and other
provisions of Chapter IX of the SEBI (ICDR) Regulations 2018, as we are an Issuer whose post issue paid-up
capital shall be more than ₹ 1,000.00 Lakhs and shall be upto ₹ 1,421.00 Lakhs.
• Regulation 229(3) - The Company has a track record of at least 3 years as on the date of the Draft Red Herring
Prospectus and satisfies track record and other eligibility conditions of the SME platform of BSE.
• Regulation 229(4) – Our Company incorporated as Private Limited Company in the year 2010 and hence in
existence for at least one full financial year before the date of the Red Herring Prospectus.
• Regulation 229(5) – Neither there is any change in our Promoters nor any new Promoter inducted (who have
acquired more than fifty per cent of the shareholding) of our Company during the last l year from the date of
the Red Herring Prospectus.
• Regulation 229(6) – Our Company has operating profits (earnings before interest, depreciation and tax) of 1
crore from operations for at least 2 financial years out of 3 previous financial year as given below:
(In Rs. Lakhs)
Consolidated Standalone
Particulars
FY 2024-25 FY 2023-24 FY 2022-23
Profit before tax (A) 1,117.67 440.81 202.11
Finance cost (B) 249.85 83.99 67.63
Depreciation (C) 190.74 54.15 51.66
EBIDT (D = A+B+C) 1,558.26 578.95 321.40
Our Company also complies with the eligibility conditions laid by the SME Platform of BSE Limited for listing
of our Equity Shares. The point wise Criteria for SME Platform of BSE Limited and compliance thereof are
given hereunder:
1) Our Company was originally incorporated as “B. D. Industries (Pune) Private Limited” on April 16, 2010 under
the provisions of the Companies Act, 1956 with the Registrar of Companies, Mumbai with CIN
U25203MH2010PTC202092. Further, our Company was converted into Public Limited Company pursuant to
special resolution passed by the shareholders of our Company in their meeting held on December 10, 2024 and the
name of our Company was changed to “B. D. Industries (Pune) Limited” and a Fresh Certificate of Incorporation
consequent upon conversion of Company to Public Limited dated December 24, 2024 was issued by Central
Processing Centre bearing CIN: U25203MH2010PLC202092.
2) As on the date of the Red Herring Prospectus, the Company has a total paid up capital of ₹ 1,001.00 lakhs
comprising 1,00,10,000 Equity Shares as on the date of Red Herring Prospectus and the Post Issue Capital will be
of ₹ 1,421.00 lakhs comprising 1,42,10,000 Equity Shares which is below ₹ 25 crores.
3) The Company has a track record of at least 3 years as on the date of the Red Herring Prospectus and the Company is
in existence for one full financial year as on the date of the Red Herring Prospectus.
4) The Company has net tangible assets of ₹ 1,930.57 lakhs and ₹ 1,309.33 lakhs as on March 31, 2025 and March 31,
2024 respectively which is more than ₹ 300 lakhs (Rs. 3 Crore).
5) The Company confirms that it has operating profits (earnings before interest, depreciation and tax) from operations
for atleast 2 financial years out of three previous financial year (including the preceding full financial year) and its
net-worth as on March 31, 2025, March 31, 2024 and March 31, 2023 is at least Rs. 1 crore
(In Rs. Lakhs)
Consolidated Standalone
Particulars
FY 2024-25 FY 2023-24 FY 2022-23
Net Worth 2,114.29 1,353.74 1,035.74
EBITDA 1,558.26 578.95 321.40
2236) The Leverage ratio (Total Debts to Total Equity) of the Company as on March 31, 2025 is 1.05 which is less than
the limit of 3:1.
7) The Company confirms that there are no pending defaults in respect of payment of interest and/or principal to the
debenture/ bond/ fixed deposit holders by our Company and promoters.
8) The Company confirms that no regulatory action of suspension of trading against the promoter(s) or companies
promoted by the promoters by any stock Exchange having nationwide trading terminals.
9) The Company further confirms that the Promoters or directors are not the promoters or directors (other than
independent directors) of compulsory delisted companies by the Exchange and neither they are the promoters or
directors of such companies on which the consequences of compulsory delisting is applicable/attracted or companies
that are suspended from trading on account of non-compliance.
10) The Company confirms that there has not been any change in its name in last 1 year.
Other Requirements:
We confirm that:
a. Our Company has a website: www.bdi-group.org ;
b. The Equity Shares of our Company held by our Promoters are in dematerialised form;
c. Our Company shall mandatorily facilitate trading in Demat securities for which we have entered into an
agreement with the Central Depositary Services Limited (CDSL) dated February 21, 2025 and National Securities
Depository Limited dated February 07, 2025 for establishing connectivity.
d. There has been no change in the promoter of our Company in the preceding one year from date of filing
application to BSE for listing on SME segment.
e. The composition of the board our company in compliance with the requirements of Companies Act, 2013 at the
time of in-principle approval.
f. The Net worth of our company as mentioned above computed as per the definition given in SEBI (ICDR)
Regulations
g. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
h. Our Company has not been referred to NCLT under IBC.
i. There is no winding up petition against our company, which has been admitted by the court.
As per Regulation 230 (1) of the SEBI ICDR Regulation, 2018 as amended thereto, our Company has ensured that:
a) The Draft Red Herring Prospectus has been filed with BSE and our Company has made an application to BSE
for listing of its Equity Shares on the BSE SME. BSE is the Designated Stock Exchange.
b) Our Company has entered into an agreement dated February 07, 2025 with NSDL and agreement dated February
21, 2025 with CDSL for dematerialisation of its Equity Shares already issued and proposed to be issued.
c) The entire pre-issue capital of our Company has fully paid-up Equity Shares and the Equity Shares proposed to
be issued pursuant to this IPO are fully paid-up.
d) The entire Equity Shares held by the Promoters are in dematerialized form.
e) The fund requirements set out for the Objects of the Issue are proposed to be met entirely from the Net Proceeds.
Accordingly, our Company confirms that there is no requirement to make firm arrangements of finance through
224verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the
Issue as required under the SEBI ICDR Regulations.
f) The size of offer for sale by selling shareholders shall not exceed twenty per cent of the total issue size: Not
Applicable
g) The shares being offered for sale by selling shareholders shall not exceed fifty per cent of such selling
shareholders’ pre-issue shareholding on a fully diluted basis: Not Applicable
h) Our one of the objects of the issue is repayment/prepayment of all or certain of our borrowings availed of by our
Company, however, we hereby confirm that the repayment/prepayment shall not consist of repayment of loan
taken from promoter, promoter group or any related party, from the issue proceeds, directly or indirectly.
Disclosures:
We confirm that:
a. Our Company confirms that there is no material regulatory or disciplinary action by a stock exchange or regulatory
authority in the past one year in respect of promoters, companies promoted by the promoters of the Company;
b. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR);
c. There is no winding up petition against our Company that has been admitted by the Court or a liquidator has not
been appointed of competent Jurisdiction against the Company.
d. No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years
against the company.
e. The directors of the issuer are not associated with the securities market in any manner, and there is no outstanding
action against them initiated by the Board in the past five years.
f. There has been no change in the promoters of the company in preceding one year from date of filing the application
to BSE for listing under SME segment
In terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, we confirm that:
1. In accordance with regulation 260 of the SEBI ICDR Regulations, this Issue is 100% underwritten in
compliance of Regulations 260(1) and 260(2) of the SEBI (ICDR) Regulations, 2018. For details pertaining
to underwriting, please refer to Section titled “General Information” beginning on page no. 60 of this Red
Herring Prospectus.
2. In accordance with Regulation 261 of the SEBI (ICDR) Regulations, 2018, the BRLM will ensure compulsory
market making for a minimum period of three years from the date of listing of Equity Shares Issue in the
Initial Public Issue. For details of the market making arrangement, see Section titled “General Information”
beginning on page no. 60 of this Red Herring Prospectus.
3. In accordance with Regulation 268 of the SEBI (ICDR) Regulations, we shall ensure that the total number of
proposed Allottees in the issue shall be greater than or equal to Two Hundred (200), otherwise, the entire
application money will be refunded within 4 (Four) days of such intimation. If such money is not repaid within
4 (Four) 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 4 (Four) days, be liable to repay such application money, with interest at
the rate 15% per annum. 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.
4. In accordance with Regulation 246 the SEBI (ICDR) Regulations, 2018, we shall also ensure that we submit
the soft copy of the Red Herring Prospectus through the BRLM immediately upon registration of the Red
Herring Prospectus with the Registrar of Companies along with a Due Diligence Certificate including
additional confirmations. However, SEBI shall not issue any observation on the Red Herring Prospectus
We further confirm that we shall be complying with all the other requirements as laid down for such an Issue under
Chapter IX of SEBI (ICDR) Regulations, 2018 as amended from time to time and Subsequent circulars and guidelines
issued by SEBI and the Stock Exchange.
DISCLAIMER CLAUSE OF SEBI
“IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE RED HERRING PROSPECTUS
TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE
225DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI
DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY
SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE
CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER HAS CERTIFIED THAT THE DISCLOSURES
MADE IN THE RED HERRING PROSPECTUS GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS / RED HERRING PROSPECTUS, THE
BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT
OUR COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, ARYAMAN FINANCIAL
SERVICES LIMITED SHALL FURNISH TO STOCK EXCHANGE/SEBI, A DUE DILIGENCE
CERTIFICATE DATED JULY 22, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF
THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THE RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE ISSUER
FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF
OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY
POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER, ANY IRREGULARITIES OR LAPSES
IN THE RED HERRING PROSPECTUS.
ALL LEGAL REQUIREMENTS PERTAINING TO THIS ISSUE WILL BE COMPLIED WITH AT THE
TIME OF FILING OF THE PROSPECTUS WITH THE REGISTRAR OF COMPANIES, MUMBAI AT
MAHARASHTRA, IN TERMS OF SECTION 26, 30 AND SECTION 32 OF THE COMPANIES ACT, 2013.
DISCLAIMER CLAUSE OF BSE
“BSE Limited (“BSE”) has vide its letter dated June 02, 2025, given permission to “B. D. Industries (Pune) Limited” to
use its name in the Offer Document as the Stock Exchange on whose Small and Medium Enterprises Platform (“SME
platform”) the Company’s securities are proposed to be listed. BSE has scrutinized this offer document for its limited
internal purpose of deciding on the matter of granting the aforesaid permission to the Company. BSE does not in any
manner:
i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
ii. warrant that this Company’s securities will be listed on completion of Initial Public Offering or will continue to be
listed on BSE; or
iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any
scheme or project of this Company.
iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares are offered
by the Company and investors are informed to take the decision to invest in the equity shares of the Company only after
making their own independent enquiries, investigation and analysis. The price at which the equity shares are offered by
the Company is determined by the Company in consultation with the Merchant Banker (s) to the issue and the Exchange
has no role to play in the same and it should not for any reason be deemed or construed that the contents of this offer
document have been cleared or approved by BSE. Every person who desires to apply for or otherwise acquire any
securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any
claim against BSE 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 for any other
reason whatsoever.
v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including loss
of profits incurred by any investor or any third party that may arise from any reliance on this offer document or for the
reliability, accuracy, completeness, truthfulness or timeliness thereof.
226vi. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for complying
with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE/other regulatory
authority. Any use of the SME platform and the related services are subject to Indian laws and Courts exclusively situated
in Mumbai”.
DISCLAIMER FROM OUR COMPANY, OUR DIRECTORS AND THE BOOK RUNNING LEAD
MANAGER
Our Company, the Directors and the Book Running Lead Manager accept no responsibility for statements made otherwise
than 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,
including our Company’s website, www.bdi-group.org or the websites of the members of our Promoter Group, would be
doing so at his or her own risk.
The BRLM accept no responsibility, save to the limited extent as provided in the Issue Agreement entered between the
BRLM (Aryaman Financial Services Limited) and our Company on February 27, 2025, and the Underwriting Agreement
dated May 22, 2025 entered into between the Underwriters and our Company and the Market Making Agreement dated
May 22, 2025 entered into among the Market Maker, BRLM and our Company.
All information shall be made available by our Company and the Book Running Lead Manager to the public and investors
at large and no selective or additional information would be available for a section of the investors in any manner
whatsoever including at road show presentations, in research or sales reports, at collection 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, Group Entity, 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, Group Entity, and our affiliates or associates, for which they have
received and may in future receive compensation.
Note:
Investors that apply in this Issue will be required to confirm and will be deemed to have represented to our Company,
the Underwriters and BRLM 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 Issue, sell, pledge or transfer the Equity Shares of our company to any person who is not eligible under
applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our company. Our Company,
the Underwriter and BRLM and their respective directors, officers, agents, affiliates and representatives accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our
company.
DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is being made in India to persons resident in India including Indian nationals resident in India who are not
minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised
to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional
rural banks, co-operative banks (subject to RBI permission), or trusts under the applicable trust law and who are
authorized under their constitution to hold and invest in shares, and any FII sub –account registered with SEBI which
is a foreign corporate or Foreign individual, permitted insurance companies and pension funds and to FIIs and Eligible
NRIs. This Red Herring Prospectus does not, however, constitute an invitation to subscribe to Equity Shares Issue
hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation in such jurisdiction.
Any person into whose possession the Red Herring Prospectus comes is required to inform him or herself about and to
observe, any such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate
court(s) in Mumbai only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for
that purpose.
Accordingly, our Company’s Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and
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 Red Herring Prospectus nor any sale here under shall, under any
circumstances, create any implication that there has been any change in our Company’s affairs from the date hereof or
that the information contained herein is correct as of any time subsequent to this date.
227DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT, 1993
The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the
“Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United
States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities Act), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Accordingly, the Equity Shares will be offered and sold (i) in the United States only to “qualified institutional buyers”,
as defined in Rule 144A of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on
Regulation S under the Securities Act and in compliance with the applicable laws of the jurisdiction where those offers
and sales occur.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in
compliance with Regulation S under the Securities Act and the applicable laws of the jurisdictions where those offers
and sales occur.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction
outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,
except in compliance with the applicable laws of such jurisdiction. Further, each applicant, wherever requires, agrees
that such applicant will not sell or transfer any Equity Share or create any economic interest therein, including any off-
shore derivative instruments, such as participatory notes, issued against the Equity Shares or any similar security, other
than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and in compliance with applicable laws and legislations in each jurisdiction, including India.
FILING OF DRAFT RED HERRING PROSPECTUS/RED HERRING PROSPECTUS/PROSPECTUS WITH
THE BOARD AND THE REGISTRAR OF COMPANIES
The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Issue
Document in terms of Regulation 246 (2) of SEBI ICDR Regulations. Pursuant to SEBI Master Circular, a copy of the
Red Herring Prospectus/ Prospectus will be filed online through SEBI Intermediary Portal at
https://siportal.sebi.gov.in. Further, a copy of Red Herring Prospectus/ Prospectus will also be filed with the SME
Platform of BSE Limited, where the Equity Shares are proposed to be listed.
A copy of the Red Herring Prospectus, along with the material contracts, documents and the Prospectus will also be
filed with the RoC under Section 26 and Section 32 of the Companies Act, 2013and through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.
LISTING
Application is to be made to the SME Platform of BSE for obtaining permission to deal in and for an official quotation
of our Equity Shares. BSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for
the Issue.
Our Company has received an In-Principle Approval letter dated June 02, 2025 from BSE Limited for using its name
in this offer document for listing our shares on the SME Platform of BSE.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the BSE, the Company
shall refund through verifiable means the entire monies received within Four days of receipt of intimation from stock
exchanges rejecting the application for listing of specified securities, and if any such money is not repaid within four
day after the company becomes liable to repay it the company 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.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement
of trading at the SME Platform of BSE mentioned above are taken within three Working Days from the Issue Closing
Date.
IMPERSONATION
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013 which is reproduced below:
228“Any person who –
a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,
its securities, or
b) makes or abets making of multiple applications to a company in different names or in different combinations
of his name or surname for acquiring or subscribing for its securities; or
c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 - any person who is found to be guilty of fraud
involving an amount of at least ten lakh rupees or one per cent. of the turnover of the company, whichever is lower
shall be punishable with imprisonment for a term which shall not be less than six months but which may extend to ten
years (provided that where the fraud involves public interest, such term shall not be less than three years) and shall also
be liable to fine which shall not be less than the amount involved in the fraud, but which may extend to three times the
amount involved in the fraud.
Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the turnover of
the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be
punishable with imprisonment for a term which may extend to five years or with fine which may extend to fifty lakh
rupees or with both.
CONSENTS
The written consents of Promoter, Directors, Company Secretary and Compliance Officer, Chief Financial Officer,
Statutory Auditor, Independent Chartered Engineer, Bankers to the Company, Legal Advisor to the Issue, the BRLM
to the Issue, Registrar to the Issue, Market Maker, Banker to the Issue, Syndicate Member and Underwriter to act in
their respective capacities have been obtained.
Above consents will be filed along with a copy of the Red Herring Prospectus with the ROC, as required under Sections
26 and 32 of the Companies Act, 2013 and such consents have not been withdrawn up to the time of delivery of the
Red Herring Prospectus for registration with the ROC.
In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, 2018, our Company has received written
consent dated June 20, 2025 from the Statutory Auditor 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 its capacity as a Statutory Auditor and in respect of its (i)
examination report dated June 20, 2025 on our Restated Financial Information; and (ii) its report dated June 20, 2025 on
the statement of special tax benefits in this Red Herring Prospectus and such consent has not been withdrawn as on the
date of this Red Herring Prospectus.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
a) Our Company has received written consent dated June 20, 2025 from M/s. Jagdish & Harish, to include their name
as required under section 26 of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring
Prospectus, and as an expert as defined under section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as our Statutory Auditors, and in respect of their (i) examination report, dated June 20, 2025 on our Restated
Consolidated Financial Statements; and (ii) their report dated June 20, 2025 on the Statement of Tax Benefits in this
Red Herring Prospectus and such consent has not been withdrawn as on the date of this Red Herring Prospectus.
b) Our Company has received written consent dated June 20, 2025 from the Independent Chartered Engineer, namely
Mr. BM Advisory & Co (registration number: NG000009682), to include their name in this Red Herring Prospectus
and as an expert as defined under Section 2(38) of the Companies Act, 2013, to the extent and in their capacity as a
Independent Chartered engineer, in relation to his Reports dated June 16, 2025 certifying the Capacity Utilisation of
our manufacturing facilities and such consent has not been withdrawn as on the date of this Red Herring Prospectus
However, the term expert shall not be construed to mean Experts as defined under the U.S. Securities Act.
229CAUTION
The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the MoU for Issue
Management entered into among the Book Running Lead Manager and our Company dated February 27, 2025, the
Underwriting Agreement dated May 22, 2025 entered into among the Underwriter, and our Company and the Market
Making Agreement dated May 22, 2025 entered into among the Market Maker, Book Running Lead Manager and our
Company. All information shall be made available by us 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 or at collection centers or
elsewhere.
PREVIOUS PUBLIC OR RIGHTS ISSUE
Our Company has not made public issue or rights issue to the public at large under SEBI ICDR Regulations, in the
past. For details of rights issues please refer chapter titled “Capital Structure” beginning on page no. 71 of this Red
Herring Prospectus.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION
We have not made any previous public Issue. Therefore, no sum has been paid or is payable as commission or brokerage
for subscribing to or procuring for or agreeing to procure subscription for any of the Equity Shares of the Company
since its inception.
CAPITAL ISSUE DURING THE LAST THREE YEARS
For details of the capital issued of our Company in past three years, please refer chapter titled “Capital Structure”
beginning on page no. 71 of this Red Herring Prospectus. Our Company does not have any associates or listed Group
Company, as of the date of this Red Herring Prospectus.
230Price Information of past issues handled by the Book Running Lead Manager
Price information of past issues (during current financial year and two financial years preceding the current financial
year) handled by Aryaman Financial Services Limited
+/- % change in +/- % change in +/- % change in
Price on closing Price on closing Price on closing
Issue Opening
Issue price, [+/- % price, [+/- % price, [+/- %
Sr. size Listing price on
Issue Name Price change in closing change in closing change in closing
No. (₹ in date listing
(₹) benchmark]- 30th benchmark]- 90th benchmark]-
Cr.) date
calendar days calendar days 180th calendar
from listing from listing days from listing
CFF Fuild
16-07-
1. Control 87.78 585.00 621.00 NA NA NA NA NA NA
25
Limited
Integrity
Infrabuild 20-05-
2. 12.00 100.00 100.80 2.50% 0.44% NA NA NA NA
Developers 25
Limited
NAPS Global 11-03-
3. 11.88 90.00 108.00 (35.96%) (0.34%) (52.59%) 11.26% NA NA
India Limited 25
CLN Energy 30-01-
4. 72.30 250.00 256.00 16.80% (4.64%) 54.22% 4.54% NA NA
Limited 25
Indo Farm
07-01-
5. Equipment 260.15 215.00 258.40 1.65% (0.18%) (34.88%) (6.47%) (18.60%) 6.69%
25
Limited
Khyati
Global 11-10-
6. 18.29 99.00 105.00 (30.81%) (2.33%) (32.31%) (4.62%) (46.51%) (9.26%)
Ventures 24
Limited
Vraj Iron and
03-07-
7. Steel 171.00 207.00 240.00 9.42% 1.24% 26.96% 5.35% 6.01% (2.17%)
24
Limited
Shivam
30-04-
8. Chemicals 20.18 44.00 48.00 11.75% (0.80%) (22.73%) 9.23% 14.39% 6.60%
24
Limited
Arrowhead
Seperation 28-11-
9. 13.00 233.00 250.00 (18.43%) 9.42% (22.75%) 10.00% (36.46%) 13.96%
Engineering 23
Limited
Mish Designs 07-11-
10. 9.76 122.00 160.00 5.53% 7.05% 22.13% 10.45% 2.46% 13.76%
Limited 23
231Summary Statement of Disclosure
Nos. of IPOs
Nos. of IPOs trading Nos. of IPOs trading Nos. of IPOs
trading at
at premium - 30th at discount -180th trading at premium
discount - 30th
Tot calendar day from calendar day from - 180th calendar day
Total calendar day
al listing day listing day from listing day
Funds from listing day
Financi no.
Raised Les Les
al Year of
(₹ in Betwe s Betwe Betwe Betwe s
IPO Less Less
Cr.) Over en tha Over en Over en Over en tha
s than than
50% 25- n 50% 25- 50% 25- 50% 25- n
25% 25%
50% 25 50% 50% 50% 25
% %
2024-25 2 99.78 0 0 0 0 0 1 NA NA NA NA NA NA
2023-24 6 553.80 0 2 0 0 0 4 0 1 0 0 0 2
2022-23 6 626.02 0 0 1 1 0 4 0 1 1 2 1 1
Notes:
(1) Since the listing date of CFF Fuild Control Limited was on July 16, 2025 information related to closing price and
benchmark index as on the 30th, 90th and 180th calendar day from the listing date is not applicable.
(2) Since the listing date of Integrity Infrabuild Developers Limited was on May 20, 2025 information related to closing
price and benchmark index as on the 90th and 180th calendar day from the listing date is not applicable.
(3) Since the listing date of NAPS Global India Limited was on March 11, 2025 information related to closing price and
benchmark index as on the 180th calendar day from the listing date is not applicable.
(4) Since the listing date of CLN Energy Limited was on January 30, 2025 information related to closing price and
benchmark index as on the 180th calendar day from the listing date is not applicable.
(5) The respective Designated Stock Exchange for each Issue has been considered as the Benchmark index for each of
the above Issues.
(6) In the event any day falls on a holiday, the price/index of the immediate preceding working day has been considered.
If the stock was not traded on the said calendar days from the date of listing, the share price is taken of the immediately
preceding trading day.
(7) Source: www.bseindia.com and www.nseindia.com BSE Sensex and Nifty Fifty as the Benchmark Indices.
232PERFORMANCE VIS-À-VIS OBJECTS
Our Company
Our Company has not made any public issue (including any rights issue to the public) since its incorporation.
Listed Subsidiary (ies)/ Promoter
None of our Subsidiary / Promoter has made any rights and public issues in the past five (5) years.
STOCK MARKET DATA FOR OUR EQUITY SHARES
This being an initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any Stock
Exchanges.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Registrar Agreement provides for the retention of records with the Registrar to the Issue for a minimum period of
three years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, subject
to agreement with our Company for storage of such records for longer period, to enable the investors to approach the
Registrar to the Issue for redressal of their grievances.
In terms of SEBI Master Circular, 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,
SEBI/HO/CFD/DIL2/CIR/P/2022/51 date April 20, 2021 and SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022
subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part
of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the
date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the
concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days.
Further, the investors shall be compensated by the SCSBs at the rate higher of ₹100 per day or 15% per annum of the
application amount in the events of delayed or withdrawal of applications, blocking of multiple amounts for the same
UPI application, blocking of more amount than the application amount, delayed unblocking of amounts for non-
allotted/partially allotted applications for the stipulated period. In an event there is a delay in redressal of the investor
grievance in relation to unblocking of amounts, the Book Running Lead Manager shall compensate the investors at the
rate higher of ₹100 per day or 15% per annum of the application amount.
SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has
reduced the time taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as
against the present requirement of 6 working days (T+6 days). ‘T’ being issue closing date. In partial modification to
circulars dated March 16, 2021 and April 20, 2022, the compensation to investors for delay in unblocking of ASBA
application monies (if any) shall be computed from T+3 day. The provisions of this circular shall be applicable, on
voluntary basis for public issues opening on or after September 1, 2023 and on mandatory basis for public issues opening
on or after December 1, 2023. Our Company shall follow the timeline prescribed under the SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023. The timelines prescribed for public issues as mentioned in
SEBI circulars dated November 1, 2018, June 28, 2019, November 8, 2019, March 30, 2020, March 16, 2021, June 2,
2021, and April 20, 2022 shall stand modified to the extent stated in this Circular.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address
of the applicant, Bid application number, number of Equity Shares Bid for, amount paid on Bid application and the bank
branch or collection center where the application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant
SCSB or the member of the Syndicate (in Specified Cities) or the Sponsor Bank, as the case may be, where the
Application Form was submitted by the ASBA Bidder or through UPI Mechanism, giving full details such as name,
address of the Bidder, Bid application number, UPI Id, number of Equity Shares applied for, amount blocked on
application and designated branch or the collection center of the SCSBs or the member of the Syndicate (in Specified
Cities), as the case may be, where the Application Form was submitted by the ASBA Bidder or Sponsor Bank.
Our Company has obtained authentication on the SCORES in terms of SEBI circular no. CIR/OIAE/1/2013 dated April
17, 2013 and complied with the SEBI circular (CIR/OIAE/1/2014/CIR/OIAE/1/2013) dated December 18, 2014 in
233relation to redressal of investor grievances through SCORES. Our Company has not received any complaints as on the
date of this Red Herring Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the SCSB (in
case of ASBA Bidders) or Sponsor Bank (in case of UPI Mechanism) or for redressal of routine investor grievances
including through SEBI Complaint Redress System (SCORES) shall be 10 Working Days from the date of receipt of
the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company
will seek to redress these complaints as expeditiously as possible.
Our Company has constituted Stakeholders Relationship Committee as follows:
Name of the Director Designation in the Committee Nature of Directorship
Akshay Saini Non-Executive Director Chairman
Sanjay Damani Non-Executive Independent Director Member
Rahul Saini Non-Executive Director Member
Our Company has appointed Prerana Bhargav Gor, the Company Secretary and Compliance Officer, who may be
contacted in case of any pre-issue or post-issue related problems at the following address:
15th Flr, 1501-B, Universal Majestic, PL Lokhande Marg,
G M Link Road, Nr R B K International School, Mumbai City,
Govandi West Mumbai, Maharashtra, India, 400043
Telephone: 022-6249-0801
E-mail: cs@bdi-group.org
Till date of this Red Herring Prospectus, our Company has not received any investor complaint and no complaints is
pending for resolution.
Investors can contact the Compliance Officer or the Registrar to the Issue or the 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 accounts and refund orders.
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 OUR COMPANY
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the relevant
Designated Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of
receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our
Company will seek to redress these complaints as expeditiously as possible.
OTHER CONFIRMATIONS
Any person connected with the Issue shall not offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any person for making an application in the initial public offer, except for
fees or commission for services rendered in relation to the Issue.
PREVIOUS ISSUES OF EQUITY SHARES OTHERWISE THAN FOR CASH
Except as stated in the chapter titled “Capital Structure” beginning on page no. 71 of this Red Herring Prospectus, our
Company has not issued any Equity Shares for consideration otherwise than for cash.
234LISTED VENTURES OF PROMOTERS
There are no listed ventures of our Company or of our Promoters as on date of filing of this Red Herring Prospectus.
OUTSTANDING DEBENTURES OR BONDS AND REDEEMABLE PREFERENCE SHARES AND OTHER
INSTRUMENTS
There are no outstanding debentures or bonds or redeemable preference shares and other instruments issued by the
Company as on the date of this Red Herring Prospectus.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI
Our Company has not applied or received any exemptions from SEBI from complying with any provisions of securities
laws.
235SECTION X – ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued pursuant to this issue shall be subject to the provision of the Companies Act, SEBI (ICDR)
Regulations, 2018, SCRA, SCRR, Memorandum and Articles, the terms of this Red Herring Prospectus, Application
Form, the Revision Form, the Confirmation of Allocation Note (‘CAN‛) and other terms and conditions as may be
incorporated in the Allotment advices and other documents/ certificates that may be executed in respect of the Issue. The
Equity Shares shall also be subject to laws, guidelines, rules, notifications, and regulations relating to the issue of capital
and listing of securities issued from time to time by SEBI, the Government of India, BSE, RoC, RBI and / or other
authorities, as in force on the date of the Issue and to the extent applicable.
Please note that, in accordance with the Regulation 256 of the SEBI (ICDR), Regulations, 2018 read with SEBI circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants has to compulsorily apply through the
ASBA Process. As an alternate payment mechanism, Unified Payments Interface (UPI) has been introduced (vide SEBI
Circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018) as a payment mechanism in a phased
manner with ASBA for applications in public Issues by individual investors through intermediaries (Syndicate members,
Registered Stock-Brokers, Registrar and Transfer agent and Depository Participants).
Further, vide the said circular, Registrar to the Issue and Depository Participants have been also authorised to collect
the Application forms. Investors may visit the official website of the concerned stock exchange for any information on
operationalization of this facility of form collection by Registrar to the Issue and DPs as and when the same is made
available.
Authority for the Issue
The present Public Issue of upto 42,00,000 Equity Shares which have been authorized by a resolution of the Board of
Directors of our Company at their meeting held on January 21, 2025 and was approved by the Shareholders of the
Company by passing Special Resolution at the Extra-Ordinary General Meeting held on January 22, 2025 in accordance
with the provisions of Section 62(1)(c) of the Companies Act, 2013.
Ranking of Equity Shares
The Equity Shares being issued shall be subject to the provisions of the Companies Act, 2013 and our Memorandum and
Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares of our Company including
in respect of the right to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment.
For further details, please refer to Section titled “Main Provisions of Articles of Association” beginning on Page No. 281
of the Red Herring Prospectus.
Mode of Payment of Dividend
The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of Association, the
provision of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and recommended 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 dividends in cash
and as per provisions of the Companies Act. For further details, please refer to chapter titled “Dividend Policy” beginning
on Page No. 158 of the Red Herring Prospectus.
Face value, Issue Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 10/- and the Issue Price at the lower end of the Price Band is ₹ [●] per Equity
Share (“Floor Price”) and at the higher end of the Price Band is ₹ [●] per Equity Share (“Cap Price”).
The Price Band and the minimum Bid Lot will be decided by our Company in consultation with the BRLM and advertised
in all edition of Business Standard (a widely circulated English national daily newspaper), all edition of Business Standard
(a widely circulated Hindi national daily newspaper) and Mumbai edition of Lakshadeep (a widely circulated Marathi
national daily newspaper, Marathi being the regional language of Maharashtra where our registered office is located) ,
each with wide circulation, at least two Working Days prior to the Bid/Issue Opening Date and shall be made available
to the Stock Exchange for the purpose of uploading on its websites. The Price Band, along with the relevant financial
ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available
236on the website of the Stock Exchange. The Issue Price shall be determined by our Company in consultation with the
BRLM, after the Bid/Issue Closing Date, on the basis of assessment of market demand for the Equity Shares offered by
way of Book Building Process.
At any given point of time, there shall be only one denomination of Equity Shares.
The Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager and is justified
under the chapter titled “Basis of Issue Price” beginning on page 93 of this Red Herring Prospectus.
Compliance with SEBI (ICDR) Regulations
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our Company shall comply
with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall
have the following rights:
• Right to receive dividend, if declared;
• Right to receive Annual Reports & notices to members;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy;
• Right to receive offer 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; and
• Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies Act,
terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and the Memorandum and
Articles of Association of our Company.
Minimum Application Value, Market Lot and Trading Lot
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 (which shall be above ₹2 lakhs).
Pursuant to Section 29 of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. As per
SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two
agreements has been signed by our Company with the respective Depositories and the Registrar to the Issue as given
below:
• Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated February 07, 2025.
• Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated February 21, 2025.
As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29 (1) of the Companies
Act, 2013, the equity shares of an issuer shall 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. The trading of the Equity Shares will
happen in the minimum contract size of [●] Equity Shares and the same may be modified by the BSE Limited from time
to time by giving prior notice to investors at large. Allocation and allotment of Equity Shares through this Issue will be
done in multiples of [●] Equity Shares subject to a minimum allotment of [●] Equity Shares to the successful Applicants
in terms of the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012.
Minimum Number of Allottees
The minimum number of allottees in the Issue shall be 200 shareholders. In case, the number of prospective allottees is
less than 200, no allotment will be made pursuant to this Issue and the amounts in the ASBA Account shall be unblocked
forthwith.
237Joint 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.
Jurisdiction
Exclusive Jurisdiction for the purpose of this Issue is with the competent courts/authorities in India.
The Equity Share have not been and will not be registered under the U.S. Securities Act or any state securities laws in
the United States and may not be issued or sold within the United States or to, or for the account or benefit of, ―U.S.
personal (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity
Shares are being issued and sold only outside the United States in off-shore transactions in reliance on Regulation S under
the U.S. Securities Act and the applicable laws of the jurisdiction where those issues and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.
Nomination Facility to Investor
In accordance with Section 72 of the Companies Act, 2013, the sole or first 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
manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A
nomination shall stand rescinded upon a sale 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 Agent of our Company.
In accordance with Section 72 of the Companies Act, 2013, any Person who becomes a nominee by virtue of Section 72
of the Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect either:
• 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, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself
or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 (ninety) days, the Board may
thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the
requirements of the notice have been complied with.
Since the allotment of Equity Shares in the Issue is in dematerialized form, there is no need to make a separate nomination
with us. Nominations registered with the respective depository participant of the applicant would prevail. If the investors
require changing the nomination, they are requested to inform their respective depository participant.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for the lock-in of the pre-Issue capital of our Company, Promoter’s minimum contribution as provided under the
chapter titled “Capital Structure” on page 71 of this Red Herring Prospectus and except as provided in the Articles of
Association there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of
shares/debentures and on their consolidation/splitting, except as provided in the Articles of Association. For details,
please refer chapter titled “Main Provisions of Articles of Association” on page 281 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 herein above. 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 or
regulations, which may occur after the date of the Red Herring Prospectus. Applicants are advised to make their
238independent investigations and ensure that the number of Equity Shares Applied for do not exceed the applicable limits
under laws or regulations.
Withdrawal of the Issue
Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the Issue Opening
Date but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which
the pre-Issue advertisements were published, within two (2) days of the Issue Closing Date or such other time as may be
prescribed by SEBI, providing reasons for not proceeding with the Issue. The Book Running Lead Manager, through the
Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) Working
Day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on
which Equity Shares are proposed to be listed.
Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of the
Stock Exchange, which our Company shall apply for after Allotment (ii) the final RoC approval of the Red Herring
Prospectus after it is filed with the RoC. If our Company in consultation with BRLM withdraws the Issue after the Issue
Closing Date and thereafter determines that it will proceed with an issue/issue for sale of the Equity Shares, our Company
shall file a fresh Red Herring Prospectus/Red Herring Prospectus with Stock Exchange.
ISSUE PROGRAM
Events Indicative Dates
Bid/Issue Opening Date* Wednesday, July 30, 2025
Bid/Issue Closing Date^ Friday, August 01, 2025
Finalization of Basis of Allotment with the Designated Stock Exchange On or before Monday, August 04, 2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA On or before Tuesday, August 05,
Account or UPI ID linked bank account 2025
Credit of Equity Shares to Demat accounts of Allottees On or before Tuesday, August 05,
2025
Commencement of trading of the Equity Shares on the Stock Exchange On or before Wednesday, August 06,
2025
*The Company 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.
^ UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.
#In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding four Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform
rate of ₹ 100/- per day for the entire duration of delay exceeding four Working Days from the Bid/Issue Closing Date by
the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and
fix the liability on such intermediary or entity responsible for such delay in unblocking. For the avoidance of doubt, the
provisions of the SEBI circular dated March 16, 2021, as amended pursuant to SEBI circular dated June 2, 2021 shall
be deemed to be incorporated in the agreements to be entered into by and between the Company and the relevant
intermediaries, to the extent applicable.
The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation on our
Company the BRLM.
While 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. SEBI pursuant to its circular bearing reference number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the time taken for listing of specified securities
after the closure of public issue to 3 working days (T+3 days) as against the present requirement of 6 working days (T+6
days); ‘T’ being issue closing date. The provisions of this circular were applicable, on voluntary basis for public issues
opening on or after September 1, 2023 and on mandatory basis for public issues opening on or after December 1, 2023.
Our Company shall follow the timelines provided under the aforementioned circular.
239Any circulars or notifications from the SEBI after the date of the Red Herring Prospectus may result in changes to the
above- mentioned timelines. Further, the Offer procedure is subject to change to any revised circulars issued by the SEBI
to this effect.
The BRLM 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.
In terms of the UPI Circulars, in relation to the Issue, the BRLM will submit report of compliance with T+3 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.
Submission of Bids
Bid/Issue Period (except the Bid/Issue Closing Date)
Submission and Revision in Bids: Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”)
Bid/Issue Closing Date
Submission and Revision in Bids: Only between 10.00 a.m. and 3.00 p.m. IST
On the Bid/Issue Closing Date, the Bids shall be uploaded until:
i. 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
ii. Until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by Individual
Bidders (who applies for minimum application size).
On the Bid/Issue Closing Date, extension of time will be granted by the Stock Exchange only for uploading Bids received
from Individual Bidders (who applies for minimum application size) after taking into account the total number of Bids
received and as reported by the BRLM to the Stock Exchange.
The Registrar to the Issue shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily
basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/ Issue Closing Date by
obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the BRLM and the RTA on a daily basis.
To avoid duplication, the facility of re-initiation provided to Syndicate Members, if any shall preferably be allowed only
once per Bid/batch and as deemed fit by the Stock Exchange, after closure of the time for uploading Bids.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may
be, would be rejected.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders are advised to submit
their Bids one day prior to the Bid/Issue Closing Date. Any time mentioned in this Red Herring Prospectus is Indian
Standard Time. Bidders are cautioned that, in the event, large number of Bids are received on the Bid/Issue Closing Date,
as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids
that cannot be uploaded will not be considered for allocation under the Issue. Bids will be accepted only during Monday
to Friday (excluding any public holiday). None among our Company or any Member of the Syndicate shall be liable for
any failure in (i) uploading the Bids due to faults in any software/ hardware system or blocking of application amount by
the SCSBs on receipt of instructions from the Sponsor Bank on account of any errors, omissions or non-compliance by
various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.
In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum
Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken.
Our Company in consultation with the BRLM, reserve the right to revise the Price Band during the Bid/Issue Period,
provided that the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less
than the face value of the Equity Shares. The revision in 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.
240In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working
Days following such revision of the Price Band, subject to the Bid/Issue Period not exceeding a total of 10 Working
Days. In cases of force majeure, banking strike or similar circumstances, our Company in consultation with the
BRLM, for reasons to be recorded in writing, extend the Bid/Issue Period for a minimum of one Working Day,
subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised
Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a
public notice, and also by indicating the change on the respective websites of the BRLM 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
This Issue is not restricted to any minimum subscription level and is 100% underwritten. 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 the Red Herring Prospectus, the application money has to be returned
within such period as may be prescribed. If our Company does not receive the 100% subscription of the issue through
the Issue Document including devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the
issue, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond four days
after our Company becomes liable to pay the amount, our Company and every officer in default will, on and from the
expiry of this period, be jointly and severally liable to repay the money, with interest or other penalty as prescribed under
the SEBI Regulations, the Companies Act 2013 and applicable law.
In accordance with Regulation 260 of the SEBI (ICDR) Regulations, our Issue shall be hundred percent underwritten.
Thus, the underwriting obligations shall be for the entire hundred percent of the issue through the Red Herring Prospectus
and shall not be restricted to the minimum subscription level.
Further, in accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the
number of prospective allottees to whom the Equity Shares will allotted will not be less than 200 (Two Hundred).
Further, in accordance with Regulation 267(2) of the SEBI (ICDR) Regulations, our Company shall ensure that the
minimum application size in terms of number of specified securities shall not be less than two lots (which shall be above
₹2 lakhs).
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.
Migration to Main Board
In terms of Regulation 277 of the SEBI ICDR Regulations, an issuer, whose specified securities are listed on a SME
Exchange and whose post-issue paid-up capital is more than ten crore rupees and up to twenty five crore rupees, may
migrate its specified securities to the main board of the stock exchanges if its shareholders approve such a migration by
passing a special resolution through postal ballot to this effect and if such issuer fulfils the eligibility criteria for listing
laid down by the Main Board:
Provided that the special resolution shall be acted upon if and only if the votes cast by shareholders other than promoters
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.
SEBI vide Circular Nos. CIR/MRD/DSA/17/2010 dated May 18, 2010, has stipulated the requirements for migration
from SME platform to Main Board. BSE has reviewed its criteria for Migration of SME Companies to BSE Main Board
dated November 24, 2023 vide notice no. 20231124-55 effective from January 01, 2024 as follows:
Parameter Migration policy from SME Platform BSE to BSE Main Board
Paid-up capital of more than 10 Crores and Market Capitalisation should
Paid up Capital & Market be minimum Rs. 25 Crores
Capitalisation (Market Capitalisation will be the product of the price (average of the
weekly high and low of the closing price of the related shares quoted on
241Parameter Migration policy from SME Platform BSE to BSE Main Board
the stock exchange during 3 (Three) months prior to the date of the
application) and the post issue number of equity shares.)
Promoter(s) shall be holding at least 20% of equity share capital of the
Promoter holding
company at the time of making application.
• The applicant company should have positive operating profit (earnings
before interest, depreciation and tax) from operations for at least any 2
out of 3 financial years and has positive Profit after tax (PAT) in the
Financial Parameters immediately preceding Financial Year of making the migration
application to Exchange.
• The applicant company should have a Net worth of at least Rs. 15 crores
for 2 preceding full financial years.
Track record of the company in terms The applicant company is listed on SME Exchange/ Platform having
of listing/ regulatory actions, etc nationwide terminals for atleast 3 years.
• No material regulatory action in the past 3 years like suspension of
trading against the applicant company, promoters/promoter group by
any stock Exchange having nationwide trading terminals.
• No Debarment of company, promoters/promoter group, subsidiary
Regulatory action company by SEBI.
• No Disqualification/Debarment of directors of the company by any
regulatory authority.
• The applicant company has not received any winding up petition
admitted by a NCLT.
The applicant company shall have a minimum of 250 public shareholders
Public Shareholder
as per the latest shareholding pattern.
• No proceedings have been admitted under the Insolvency and
Bankruptcy Code against the applicant company and Promoting
companies.
• No pending Defaults in respect of payment of interest and/or principal
to the debenture/bond/fixed deposit holders by the applicant,
promoters/promoter group /promoting company(ies), Subsidiary
Other parameters like No. of shareholders, Companies.
utilization of funds • The applicant company shall obtain a certificate from a credit rating
agency registered with SEBI with respect to utilization of funds as per
the stated objective pursuant to IPO and/or further funds raised by the
company, if any post listing on SME platform.
• The applicant company has no pending investor complaints.
• Cooling off period of 2 months from the date the security has come out
of trade-to-trade category or any other surveillance action.
Note:
1. Net worth definition to be considered as per definition in SEBI ICDR.
2. Company is required to submit Information Memorandum to the Exchange as prescribed in SEBI (ICDR)
Regulations.
3. The application submitted to the Exchange for listing and mere fulfilling the eligibility criteria does not amount to
grant of approval for listing.
4. If the documents and clarification received from the applicant company are not to the satisfaction of BSE, BSE has
the right to close the application at any point of time without giving any reason thereof. Thereafter, the company can
make fresh application as per the extant norms.
5. The Exchange may reject application at any stage if the information submitted to the Exchange is found to be
incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the
Exchange, Guidelines / Regulations issued by statutory authorities or for any reason in the interest of Investors and
242market integrity. The Exchange may also reject the application if the company is found not fulfilling internal BSE
standards.
6. Companies that have approached for listing on any stock exchange and has been denied listing for any reason
whatsoever or has chosen to withdraw its application from the Exchange, they may reapply for listing after a
minimum period of 6 months (6 months after date of rejection/ withdrawal). If rejected for a second time, the
company would not be eligible to apply again.
7. BSE decision w.r.t admission of securities for listing and trading is final.
8. BSE has the right to change / modify / delete any or all the above norms without giving any prior intimation to the
company.
9. The companies are required to submit documents and comply with the extant norms.
10. The company shall use BSE’s reference regarding listing only after the Exchange grants its in-principle listing
approval to the company.
Market Making
The shares issued and transferred through this Issue are proposed to be listed on the SME Platform of BSE Limited with
compulsory market making through the registered Market Maker of the SME Exchange for a minimum period of three
years or such other time as may be prescribed by the Stock Exchange, from the date of listing on the SME Platform of
BSE Limited. For further details of the market making arrangement please refer to chapter titled “General Information”
beginning on page 60 of this Red Herring Prospectus.
Arrangements for disposal of odd lots
The trading of the Equity Shares will happen in the minimum contract size of [●] shares in terms of the SEBI circular
No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of
a shareholder in one lot, where value of such shareholding is less than the minimum contract size allowed for trading on
the SME Platform of BSE Limited.
Restrictions, if any, on Transfer and Transmission of Shares or Debentures and on their Consolidation or Splitting
Except for lock-in of the pre-Issue Equity Shares and Promoter’s minimum contribution in the Issue as detailed in the
chapter “Capital Structure” beginning on page 71 of this Red Herring Prospectus and except as provided in the Articles
of Association, there are no restrictions on transfers of Equity Shares. There are no restrictions on transmission of shares
and on their consolidation / splitting except as provided in the Articles of Association. 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 or regulations, which may occur
after the date of the Red Herring Prospectus. Applicants are advised to make their independent investigations and ensure
that the number of Equity Shares Applied for do not exceed the applicable limits under laws or regulations.
Application by Eligible NRIs, FPIs or VCFs registered with SEBI
It is to be understood that there is no reservation for Eligible NRIs, FPIs or VCF registered with SEBI. Such Eligible
NRIs, FPIs or VCF 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 Issue without the prior approval of the RBI, so long as the price of the equity shares to be issued is
not less than the price at which the equity shares are issued to residents. 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.
243The 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.
Option to receive securities in Dematerialized Form
In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only be in the
dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The Equity
Shares on Allotment will be traded only on the dematerialized segment of the Stock Exchange. Allottees shall have the
option to re-materialize the Equity Shares, if they so desire, as per the provisions of the Companies Act and the
Depositories Act.
Further, it is mandatory for the investor to furnish the details of his/her depository account, & if for any reason, details
of the account are incomplete or incorrect the application shall be treated as incomplete & may be rejected by the
Company without any prior notice.
New Financial Instruments
There are no new financial instruments such as deep discounted bonds, debentures, warrants, secured premium notes,
etc. issued by our Company.
244ISSUE STRUCTURE
This Issue is being made in terms of [Regulation 229(2)] of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended
from time to time, whereby, an issuer whose post issue paid up capital will be upto ₹ [•] lakhs, shall issue equity shares
to the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case
being the SME Platform of BSE Limited). For further details regarding the salient features and terms of such an issue,
please refer chapter titled “Terms of Issue” and “Issue Procedure” on page no. 236 and 249 respectively of this Red
Herring Prospectus.
This public issue comprises of upto 42,00,000 equity shares of face value of ₹10/- each for cash at a price of ₹ [●]/- per
equity share including a share premium of ₹ [●]/- per equity share (the “issue price”) aggregating upto ₹ [•] lakhs (“the
issue”) by our Company. The Issue and the Net Issue will constitute 29.56% and 28.04% respectively of the post issue
paid up Equity Share Capital of the Company.
This Issue is being made by way of Book Building Process:
Individual
Investors
Particulars Market Maker
Non-Institutional (who applies
of the Issue Reservation QIBs
Applicants for minimum
(2) Portion
application
size)
Number of
Not less than
Equity Shares Upto 2,16,000 Not more than Not less than 5,97,600
Equity Shares
available for Equity shares 19,92,000 Equity Shares. Equity Shares
13,94,400
allocation
Not more than 50% of the Net
Issue being available for
allocation to QIB Bidders.
However, upto 5% of the Net
QIB Portion may be available
for allocation proportionately to
Mutual Funds only. Mutual
Funds participating in the
Mutual Fund Portion will also
Percentage of be eligible for allocation in the
Issue size 5.14% of the issue remaining QIB Portion. The Not less than 15% of Not less than 35%
available for size unsubscribed portion in the the Net Issue of the Net Issue
allocation Mutual Fund Portion will be
added to the Net QIB Portion
Upto 60.00% of the QIB
Portion may be available for
allocation to Anchor Investors
and one third of the Anchor
Investors Portion shall be
available for allocation to
domestic mutual funds only.
Proportionate as
Basis of follows:
Firm Allotment Proportionate as follows: Proportionate
Allotment(3)
(a) one third was
245Individual
Investors
Particulars Market Maker
Non-Institutional (who applies
of the Issue Reservation QIBs
Applicants for minimum
(2) Portion
application
size)
a) Upto 40,800 Equity Shares reserved for applicants
shall be available for with application size of
allocation on a more than 2 lots and up
proportionate basis to to such lots equivalent
Mutual Funds only; and to not more than ₹
b) Upto 7,56,000 Equity Shares 10,00,000 and
shall be available for
allocation on a (b) two-third of such
proportionate basis portion was reserved
to all QIBs, including for applicants with
Mutual Funds receiving application size of more
allocation as per (a) above than ₹ 10,00,000
Through
Through ASBA ASBA
Only through the Only through the ASBA Process through banks Process through
Mode of Bid
ASBA Process process. or by using UPI ID for banks or by
payment using UPI ID
for payment
Mode of
Compulsorily in dematerialized form
Allotment
Such number of
Such number of Equity Shares
[●] Equity Shares in Equity Shares in
Minimum Bid and in multiples of [●] Equity [●] Equity
multiple of [●] multiples of [●] Equity
Size Shares such that the Bid size Shares
Equity shares Shares that Bid size
exceeds 2 Lots.
exceeds 2 lots.
Such number of
Equity Shares in
multiples of [●]
Such number of Equity Shares
Equity Shares not
in multiples of [●] Equity
Maximum Bid exceeding the size of [●] Equity
[●] Equity Shares Shares not exceeding the size of
Size the net issue Shares
the Net Issue, subject to
(excluding the QIB
applicable limits
portion), subject to
limits as applicable to
the Bidder
[●] Equity Shares,
however, the
Market Maker may
accept odd lots if [●] Equity Shares and in [●] Equity Shares and [●] Equity
Trading Lot
any in the market as multiples thereof in multiples thereof Shares
required under the
SEBI ICDR
Regulations
Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder or by the
Terms of
Sponsor Bank through the UPI Mechanism that is specified in the ASBA Form at the time of
Payment
submission of the ASBA Form.
Only through the Only through the Only through the
Only through the ASBA process
Mode of Bid ASBA process ASBA process ASBA process
(excluding the UPI Mechanism).
(excluding the UPI (including the UPI (including the
246Individual
Investors
Particulars Market Maker
Non-Institutional (who applies
of the Issue Reservation QIBs
Applicants for minimum
(2) Portion
application
size)
Mechanism). Mechanism for a Bid UPI Mechanism
size of upto ₹ 500,000)
(1) This issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time
to time.
(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 issue 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 issue 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.
(4) Our Company, in consultation with the BRLM may allocate upto 60% of the QIB Portion to Anchor Investors
on a discretionary basis, in accordance with the SEBI (ICDR) Regulations, 2018, as amended. 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 Price.
(5) 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. For further
details please refer to the section titled “Issue Procedure” beginning on page 249 of the Red Herring Prospectus
Withdrawal of the Issue
In accordance with SEBI (ICDR) Regulations, the Company, in consultation with the Book Running Lead Manager,
reserves the right to not to proceed with the Issue at any time before the Bid/Issue Opening Date, without assigning any
reason thereof.
In case, the Company wishes to withdraw the Issue after Bid/ Issue Opening but before allotment, the Company will give
public notice giving reasons for withdrawal of Issue. The public notice will appear in all edition of Business Standard (a
widely circulated English national daily newspaper), all edition of Business Standard (a widely circulated Hindi national
daily newspaper) and Mumbai edition of Lakshadeep (a widely circulated Marathi national daily newspaper, Marathi
being the regional language of Maharashtra where our registered office is located), each with wide circulation.
The Book Running Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the ASBA
Accounts within one Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued
in the same newspapers where the pre-Issue advertisements have appeared and the Stock Exchange will also be informed
promptly. If our Company withdraws the Issue after the Bid/ Issue Closing Date and subsequently decides to undertake
a public offering of Equity Shares, our Company will file a fresh Red Herring Prospectus with the stock exchange where
the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approval of the Stock
Exchange, which our Company will apply for only after Allotment; and (ii) the registration of Red Herring Prospectus
with RoC.
JURISDICTION
Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities at Mumbai
BID/ ISSUE PROGRAMME:
Events Indicative Dates
Bid/Issue Opening Date* Wednesday, July 30, 2025
Bid/Issue Closing Date**^ Friday, August 01, 2025
247Events Indicative Dates
Finalization of Basis of Allotment with the Designated Stock Exchange On or before Monday, August 04,
2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or On or before Tuesday, August 05,
UPI ID linked bank account 2025
Credit of Equity Shares to Demat accounts of Allottees On or before Tuesday, August 05,
2025
Commencement of trading of the Equity Shares on the Stock Exchange On or before Wednesday, August 06,
2025
*The Company 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.
^ UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.
#In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding four Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform
rate of ₹ 100/- per day for the entire duration of delay exceeding four Working Days from the Bid/Issue Closing Date by
the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and
fix the liability on such intermediary or entity responsible for such delay in unblocking. For the avoidance of doubt, the
provisions of the SEBI circular dated March 16, 2021, as amended pursuant to SEBI circular dated June 2, 2021 shall
be deemed to be incorporated in the agreements to be entered into by and between the Company and the relevant
intermediaries, to the extent applicable.
Bids and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during
the Issue Period at the Bidding Centers mentioned in the Bid cum Application Form.
Standardization of cut-off time for uploading of bids on the Bid/Issue closing date:
i. A standard cut-off time of 3.00 p.m. for acceptance of bids.
ii. A standard cut-off time of 4.00 p.m. for uploading of bids received from other than individual applicants (who
applies for minimum application size).
iii. A standard cut-off time of 5.00 p.m. for uploading of bids received from only individual applicants (who applies
for minimum application size), which may be extended upto such time as deemed fit by BSE Limited after
taking into account the total number of bids received upto the closure of timings and reported by BRLM to BSE
Limited within half an hour of such closure.
It is clarified that Bids not uploaded in the book, 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 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 any public holiday).
SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 had
reduced the time taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as
against the present requirement of 6 working days (T+6 days); ‘T’ being issue closing date. The provisions of this circular
were applicable, on voluntary basis for public issues opening on or after September 1, 2023 and on mandatory basis for
public issues opening on or after December 1, 2023. Our Company shall close this Issue in accordance with the timeline
provided under the aforementioned circular.
248ISSUE PROCEDURE
All Bidders shall review the “General Information Document for Investing in Public Issues” prepared and issued in
accordance with the circular SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, and the UPI Circulars
(“General Information Document”), highlighting the key rules, procedures applicable to public issues in general in
accordance with the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957, and the SEBI Regulations.
The General Information Documents will be updated to reflect the enactments and regulations including the Securities
and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, SEBI Listing Regulations and certain
notified provisions of the Companies Act, 2013, to the extent applicable to a public issue. The General Information
Document will also be available on the websites of the Stock Exchange and the Lead Manager, before opening of the
Issue. Please refer to the relevant provisions of the General Information Document which are applicable to the Issue.
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 effective to public issues opening
on or after from May 01, 2021. However, said circular has been modified pursuant to SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in which certain applicable procedure w.r.t. SMS Alerts, Web
portal to CUG etc shall be applicable to Public Issue opening on or after January 1, 2022 and October 1, 2021
respectively.
Additionally, all Bidders 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 Bid size; (iii) Allocation of shares; (iii) Payment
Instructions for ASBA Bidders; (iv) Issuance of CAN and Allotment in the Offer; (v) General instructions (limited to
instructions for completing the Application Form); (vi) Submission of Application Form; (vii) Other Instructions (limited
to joint bids in cases of individual, multiple bids and instances when an application would be rejected on technical
grounds); (viii) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (vi)
mode of making refunds; and (vii) interest in case of delay in Allotment or refund.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, had introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1,
2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the
existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30, 2019.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read
with circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by RIBs through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds was discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever
is later (“UPI Phase II”) and this phase was to continue till March 31, 2020 and post which reduced timeline from T+6
days to T+3 days was to be made effective using the UPI Mechanism for applications by RIBs. The final reduced timeline
of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”), and modalities of the
implementation of UPI Phase III was notified by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023 and made effective on a voluntary basis for all issues opening on or after September 1, 2023 and on a
mandatory basis for all issues opening on or after December 1, 2023 (“T+3 SEBI Circular”). The Issue will be
undertaken pursuant to the processes and procedures under UPI Phase III, subject to any circulars, clarification or
notification issued by the SEBI from time to time. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI 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, has introduced certain additional measures for streamlining the process of initial public offers and
redressing investor grievances. This circular shall come into force for initial public offers opening on/or after May 1,
2021, except as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the
provisions of this circular, are deemed to form part of this Red Herring Prospectus. SEBI, vide the SEBI RTA Master
Circular, consolidated the aforementioned circulars to the extent relevant for RTAs, and rescinded these circulars.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual
bidders in initial public offerings (opening on or after May 1, 2022) whose application size are upto ₹5 lakhs shall use
the UPI Mechanism. Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022, applications made using the ASBA facility in initial public offerings (opening on or after September 1, 2022) shall
be processed only after application monies are blocked in the bank accounts of investors (all categories). These circulars
are effective for initial public offers opening on/or after May 1, 2021, and the provisions of these circulars, as amended,
249are deemed to form part of this Red Herring Prospectus.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in
SEBI RTA Master Circular, shall continue to form part of the agreements being signed between the intermediaries
involved in the public issuance process and lead manager shall continue to coordinate with intermediaries involved in
the said process.
BOOK BUILDING PROCEDURE:
This Issue is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance with
Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Issue shall be allocated on a
proportionate basis to QIBs, allocate upto 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. Further, 5.00% of the QIB Portion shall be available for allocation on a
proportionate basis only to Mutual Funds, and spill-over from the remainder of the QIB Portion shall be available for
allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above
the Issue Price. Further, not less than 15.00% of the Issue shall be available for allocation on a proportionate basis to
Non-Institutional Bidders, out of which (a) one third of such portion was reserved for applicants with application size of
more than 2 lots and upto such lots equivalent to not more than ₹ 10,00,000 and (b) two-third of such portion was reserved
for applicants with application size of more than ₹ 10,00,000 provided that the unsubscribed portion in either of such
sub-categories could have been allocated to applicants in the other sub-category of Non-Institutional Bidders and not less
than 35.00% of the Issue shall be available for allocation to Individual Bidders (who applies for minimum application
size) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue 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
BRLM and the Designated Stock Exchange subject to receipt of valid Bids received at or above the Issue Price. Under-
subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category or a
combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange.
Bidders should note that the Equity Shares will be allotted to all successful Bidders only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP
ID, Client ID, the PAN and UPI ID, for RIBs Bidding in the Retail Portion using the UPI Mechanism, shall be
treated as incomplete and will be rejected. Bidders will not have the option of being allotted Equity Shares in
physical form. However, they may get their Equity Shares rematerialized subsequent to allotment of the Equity
Shares in the Issue, subject to applicable laws.
AVAILABILITY OF 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 Lead Manager to the Issue, Registrar to the Issue as mentioned in the Application form. The application
forms may also be downloaded from the website of BSE Limited i.e. https://www.bseindia.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 SCSBs authorizing blocking of funds that are available in the bank account
specified in the Application Form. Applicants shall only use the specified Application Form for the purpose of making
an Application in terms of this Prospectus. The Application Form shall contain space for indicating number of specified
securities subscribed for in demat form.
Phased implementation of Unified Payments Interface
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and convertibles.
Pursuant to the UPI Circulars, UPI has been introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by RIIs through
intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days
to upto three Working Days. Considering the time required for making necessary changes to the systems and to ensure
complete and smooth transition to the UPI Mechanism, the UPI Circulars proposes to introduce and implement the UPI
Mechanism in three phases in the following manner:
250a) Phase I: This phase was applicable from January 01, 2019 and lasted till June 30, 2019. Under this phase, a Retail
Individual Bidder, besides the modes of bidding available prior to the UPI Circulars, also had the option to submit
the Bid cum Application Form with any of the intermediary and use his / her UPI ID for the purpose of blocking
of funds. The time duration from public issue closure to listing continued to be six Working Days.
b) Phase II: This phase has commenced with effect from July 01, 2019 and will continue for a period of three months
or floating of five main board public issues, whichever is later. Under this phase, submission of the Bid cum
Application Form by a Retail Individual Investor through intermediaries to SCSBs for blocking of funds has been
discontinued and has been replaced by the UPI Mechanism. However, the time duration from public issue closure
to listing continues to be six Working Days during this phase. SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI Phase
II till further notice.
c) Phase III/T+3: 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/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time duration
from public issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken pursuant
to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars,
clarification or notification issued by SEBI from time to time, including any circular, clarification or notification
which may be issued by SEBI.
Pursuant to the UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for applications
that have been made through the UPI Mechanism. The requirements of the UPI Circular include, appointment of a nodal
officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the
blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or
deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked not later than
one day from the date on which the Basis of Allotment is finalized. Failure to unblock the accounts within the timeline
would result in the SCSBs being penalised under the relevant securities law. Additionally, if there is any delay in the
redressal of investors complaints in this regard, the relevant SCSB as well as the post – Issue BRLM will be required to
compensate the concerned investor.
All SCSBs offering the facility of making applications in public issues shall also provide the facility to make application
using UPI. The Company will be required to appoint one of the SCSBs as a Sponsor Bank to act as a conduit between
the Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment instructions of the Individual
Bidders using the UPI.
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 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022
For further details, refer to the “General Information Document” available on the websites of the Stock Exchange and
the BRLM.
Bid cum Application Form
Copies of the Bid cum Application Form and the abridged prospectus will be available with the Designated Intermediaries
at the Bidding Centres, and our Registered and Corporate Office. An electronic copy of the Bid cum Application Form
will also be available for download on the website of BSE of India Limited (https://www.bseindia.com) at least one day
prior to the Bid/Issue Opening Date.
Copies of the Anchor Investor Application Forms shall be available at the offices of the BRLM at the Anchor Investor
Bidding Date.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process. The
RIs Bidding in the Retail Portion can additionally Bid through the UPI Mechanism.
251RIBs Bidding in the Retail Portion using the UPI Mechanism must provide the valid UPI ID in the relevant space provided
in the Bid cum Application Form and the Bid cum Application Form that does not contain the UPI ID are liable to be
rejected.
ASBA Bidders (other than RIBs using UPI Mechanism) must provide bank account details and authorization to block
funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that
do not contain such details are liable to be rejected.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary,
submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp are liable to be rejected. RIBs Bidding in the Retail Portion using UPI Mechanism, may submit their
ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs
or CDPs. RIBs authorizing an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with
the SCSBs. ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount
equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank, as applicable at the time of
submitting the Bid. The prescribed colour of the Application Form for various categories is as follows:
Category Colour of Application Form*
Anchor Investor** White
Resident Indians, including resident QIBs, Non-Institutional Investors, Individual
Investors who applies for minimum application size and Eligible NRIs applying on a White
non-repatriation basis
Non-Residents including Eligible NRIs, FII’s, FVCIs etc. applying on a repatriation
Blue
basis
Note: Electronic Bid Cum Application Forms will also be available for download on the website of the BSE Limited
(https://www.bseindia.com).
** Bid cum application for Anchor Investor shall be made available at the Office of the BRLM.
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 Issue, 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)
A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of
3.
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
4.
for this activity)
A registrar to an Issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock
5.
exchange as eligible for this activity)
252Retails 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 the
Investors to bank account specified in the form, to the extent of the application money specified.
SCSB:
For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and upload
submitted by the relevant details in the electronic bidding system of the stock exchange. Post uploading, they
investors to shall forward a schedule as per prescribed format along with the Bid Cum Application Forms to
intermediaries designated branches of the respective SCSBs for blocking of funds within one day of closure of
other than Issue.
SCSBs:
For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and upload
submitted by the relevant application details, including UPI ID, in the electronic bidding system of stock
investors to exchange. Stock exchange shall share application details including the UPI ID with sponsor bank
intermediaries on a continuous basis, to enable sponsor bank to initiate mandate request on investors for
other than SCSBs blocking of funds. Sponsor bank shall initiate request for blocking of funds through NPCI to
with use of UPI investor. Investor to accept mandate request for blocking of funds, on his/her mobile application,
for payment: associated with UPI ID linked bank account.
Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN,
on a real-time basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and
re- submission within the time specified by stock exchange.
Stock exchange shall allow modification of selected fields 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.
For RIBs using UPI Mechanism, the Stock Exchange 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 RIBs for blocking of funds.
The Sponsor Bank shall initiate request for blocking of funds through NPCI to RIBs, who shall accept the UPI Mandate
Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. 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 12:00 pm on the first Working Day after the Bid/ Issue Closing
Date (“Cut- Off Time”). Accordingly, RIBs should accept UPI Mandate Requests for blocking off funds prior to the Cut-
Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. The NPCI shall maintain an audit trail
for every bid entered in the Stock Exchange bidding platform, and the liability to compensate RIBs (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 issue) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all
disputed transactions/ investor complaints to the Sponsor Banks and the bankers to an issue. The BRLM shall also be
required to obtain the audit trail from the Sponsor Banks and the Bankers to the Issue for analysing the same and fixing
liability.
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 Issue or to hold Equity Shares, in excess of certain limits specified under applicable law. Bidders are
requested to refer to the RHP for more details.
253Subject to the above, an illustrative list of Bidders is as follows:
a) 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
provided 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);
b) 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 Karta. Applications by HUFs would be considered at par with those from individuals;
c) 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;
d) Mutual Funds registered with SEBI;
e) 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 Issue;
f) 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);
g) FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;
h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the
Non- Institutional Bidder ‘s category;
j) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
k) Foreign Venture Capital Investors registered with the SEBI;
l) 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;
m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
n) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
o) Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold
and invest in equity shares;
p) 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;
q) 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;
r) Multilateral and bilateral development financial institution;
s) Eligible QFIs;
t) Insurance funds set up and managed by army, navy or air force of the Union of India;
u) Insurance funds set up and managed by the Department of Posts, India;
v) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies
applicable to them.
APPLICATIONS NOT TO BE MADE BY:
1. Minors (except through their Guardians)
2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies
As per the existing regulations, OCBs are not eligible to participate in this Issue. 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 Issue 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.
254MAXIMUM AND MINIMUM APPLICATION SIZE
Individual Investors
Market
Non- Institutional (who applies for
Particulars Maker QIBS
Applicants minimum application
Portion
size)
[●] Equity Shares so
Minimum [●] Equity that the Bid Amount
More than 2 Lots More than 2 Lots
Bid Size Shares shall be above ₹
2,00,000
Such number of
Such number of Equity Shares in
Equity Shares in Multiple of [●]
Multiple of [●] Equity Equity Shares not
Maximum [●] Equity Shares, so that the Bid exceeding the size of
Not more than 2 lots
Bid Size Shares Amount does not the Net Issue
exceed the size of the (excluding the QIB
Net Issue, subject to Portion), subject to
applicable limits limits as applicable
to Bidder
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 Bidders. The Company and the BRLM 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, in consultation with the BRLM will decide the Price Band and the minimum Bid lot size for the Issue
and the same shall be advertised in edition of Business Standard (a widely circulated English national daily newspaper),
all edition of Business Standard (a widely circulated Hindi national daily newspaper) and Mumbai edition of
Lakshadeep (a widely circulated Marathi national daily newspaper, Marathi being the regional language of Maharashtra
where our registered office is located), each with wide circulation at least two Working Days prior to the Bid / Issue
Opening Date. The BRLM and the SCSBs shall accept Bids from the Bidders during the Bid / Issue Period.
a) The Bid / Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days.
The Bid/ Issue Period maybe extended, if required, by an additional three Working Days, subject to the total Bid/
Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Issue Period,
if applicable, which shall be notified all edition of Business Standard (a widely circulated English national daily
newspaper), all edition of Business Standard (a widely circulated Hindi national daily newspaper) and Mumbai
edition of Lakshadeep (a widely circulated Marathi national daily newspaper, Marathi being the regional language
of Maharashtra where our registered office is located). Each with wide circulation and also by indicating the
change on the website of the Book Running Lead Manager.
b) Each Bid cum Application Form will give the Bidder the choice to Bid for upto 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 Issue Price, the maximum number of Equity Shares Bid for
by a Bidder/Applicant at or above the Issue Price will be considered for allocation/Allotment and the rest of the
Bid(s), irrespective of the Bid Amount, will become automatically invalid.
c) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum
Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application
Form to either the same or to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected
255either 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 Issue. However, the Bidder can revise the Bid through the Revision Form, the
procedure for which is detailed under the paragraph “Buildup of the Book and Revision of Bids”.
d) The BRLM/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 upto three TRSs for each Bid cum Application Form.
e) 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.
f) 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.
g) 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.
h) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization 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 Issue 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 Issue 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 BRLM, and without the prior approval of, or intimation, to the Bidders,
reserves the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price shall be less
than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity
Shares. The revision in Price Band shall 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.
b. Our Company in consultation with the BRLM, will finalize the Issue 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 Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off
Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders
shall be rejected.
d. Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within
the Price Band. Individual Bidders 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 Bidders and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to
block an amount based on the Cap Price.
Participation by Associates /Affiliates of BRLM and the Syndicate Members
The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any manner,
except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and
the Syndicate Members, if any, may subscribe the Equity Shares in the Issue, 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.
Option to Subscribe in the Issue
256a. 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 Issue Opening Date and Issue Closing
Date in the Red Herring Prospectus to be registered with the RoC and also publish the same all edition of Business
standard (a widely circulated English national daily newspaper), all edition of Business Standard (a widely
circulated Hindi national daily newspaper) and Mumbai edition of Lakshadeep (a widely circulated Marathi
national daily newspaper, Marathi being the regional language of Maharashtra where our registered office is
located) each with wide circulation. This advertisement shall be in prescribed format.
2. Our Company will file the Red Herring Prospectus with the RoC at least 3 (three) days before the Issue 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 Issue, 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.
6. 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 Retail
Individual Applicants 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 Issue 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.
257BIDS BY HUFS
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as
follows: “Name of sole or first Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name
of the Karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals.
BIDS BY MUTUAL FUNDS
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with
the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject
any Bid without assigning any reason thereof.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with
SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids
provided that the Bids clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10.00% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10.00% shall not be applicable for investments in case of
index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10.00%
of any company’s paid-up share capital carrying voting rights.
BIDS BY ELIGIBLE NRIS
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorize their SCSB (if
they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through
the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident
(“FCNR”) Accounts, and eligible NRI Bidders bidding on a non- repatriation basis by using Resident Forms should
authorize their SCSB (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in
case of Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid
Amount, at the time of the submission of the Bid cum Application Form. Participation of Eligible NRIs in the Issue
shall be subject to the FEMA Rules.
In accordance with the Consolidated FDI Policy, the total holding by any individual NRI, on a repatriation or non-
repatriation basis, shall not exceed 5.00% of the total paid-up equity capital on a fully diluted basis or shall not exceed
5.00% 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, on a repatriation or non- repatriation basis, 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 10.00% may be
raised to 24.00% if a special resolution to that effect is passed by the general body of the Indian company.
NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circular). Further,
subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circular) to apply in the Issue, provided
the UPI facility is enabled for their NRE/ NRO accounts.
NRIs applying in the Issue using UPI Mechanism are advised to enquire with the relevant bank whether their bank
account is UPI linked prior to making such application. For details of investment by NRIs, see “Restrictions on Foreign
Ownership of Indian Securities” beginning on page 279. Participation of eligible NRIs shall be subject to FEMA NDI
Rules.
BIDS BY FPIS
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the
same multiple entities having common ownership directly or indirectly of more than 50% or common control) must be
below 10% of our post-Issue Equity Share capital. Further, in terms of the FEMA NDI Rules, with effect from April
2581, 2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian company as prescribed in the
FEMA NDI Rules with respect to its paid-up equity capital on a fully diluted basis. Currently, the sectoral cap for retail
trading of food products manufactured and/ or produced in India is 100% under automatic route.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be
specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of
registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing
which our Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in
the Issue are advised to use the Bid cum Application Form for Non-Residents.
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall
be included.
The FEMA NDI 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 as respects things done
or omitted to be done before such supersession. FPIs are permitted to participate in the Issue subject to compliance
with conditions and restrictions which may be specified by the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments(as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is issued
overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i)
such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore
derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore
derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions as
may be specified by SEBI from time to time.
An FPI issuing off-shore derivate instruments is also required to ensure that any transfer of off-shore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:
(i). such offshore derivative instruments are transferred to person subject to fulfilment of SEBI FPI Regulations; and
(ii). Prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.
Bids by FPIs which finalized the multi-investment manager structure in accordance with the Operational Guidelines
for Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation of the SEBI
FPI Regulations (“Operational FPI Guidelines”), submitted with the same PAN but with different beneficiary account
numbers, Client IDs and DP IDs shall not be treated as multiple Bids (“MIM Bids”). It is hereby clarified that FPIs
bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected, except for Bids from FPIs that
finalized the multi- investment manager structure in accordance with the Operational FPI Guidelines (such structure
referred to as “MIM Structure”). In order to ensure valid Bids, FPIs making MIM Bids using the same PAN and with
different beneficiary account numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are
under the MIM Structure and indicate the name of their investment managers in such confirmation which shall be
submitted along with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant
FPIs, such MIM Bids shall be rejected.
BIDS BY SEBI-REGISTERED AIFS, VCFS AND FVCIS
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. FVCIs can invest only upto
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.
259There 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 Issue,
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.
The Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion
of foreign currency.
BIDS BY LIMITED LIABILITY PARTNERSHIPS
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached
to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject
any Bid without assigning any reason thereof.
BIDS BY BANKING COMPANIES
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to
the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject
any Bid without assigning any reason thereof. The investment limit for banking companies in non-financial (Financial
Services provided by Banks) Directions, 2016, as amended and Master Circular on Basel III Capital Regulations dated
July 1, 2014, as amended, is 10.00% of the paid up share capital of the investee company, not being its subsidiary
engaged in non-financial services, or 10.00% of the bank’s 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, subject to prior approval of the RBI if (i) the investee company is engaged in
non- financial activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; or
(ii) the additional acquisition is through restructuring of debt, or to protect the banking company’s interest on
loans/investments made to a company. The bank is required to submit a time bound action plan to the RBI for the
disposal of such shares within a specified period. The aggregate investment by a banking company along with its
subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank; and mutual funds
managed by asset management companies controlled by the bank, more than 20% of the investee company’s paid up
share capital engaged in non-financial services. However, this cap doesn’t apply to the cases mentioned in (i) and (ii)
above. The aggregate equity investments made by a banking company in all subsidiaries and other entities engaged in
financial services and non-financial services, including overseas investments shall not exceed 20% of the bank’s paid-
up share capital and reserves.
In terms of the Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended (i) a bank’s investment
in the capital instruments issued by banking, financial and insurance entities should not exceed 10% of its capital funds;
(ii) banks should not acquire any fresh stake in a bank’s equity shares, if by such acquisition, the investing bank’s
holding exceeds 5% of the investee bank’s equity capital; (iii) equity investment by a bank in a subsidiary company,
financial services company, financial institution, stock and other exchanges should not exceed 10% of the bank’s paid-
up share capital and reserves; (iv) equity investment by a bank in companies engaged in non-financial services activities
would be subject to a limit of 10% of the investee company’s paid- up share capital or 10% of the bank’s paid-up share
capital and reserves, whichever is less; and (v) a banking company is restricted from holding shares in any company,
whether as pledgee, mortgagee or absolute owner, of an amount exceeding 30% of the paid-up share capital of that
company or 30% of its own paid-up share capital and reserves, whichever is less. For details in relation to the
investment limits under Master Direction – Ownership in Private Sector Banks, Directions, 2016, see “Key Regulations
and Policies” beginning on page 121.
BIDS BY SCSBS
SCSBs participating in the Issue are required to comply with the terms of the circulars issued by the SEBI dated
September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications on their own
account using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs.
260Further, such account shall be used solely for the purpose of making application in public issues and clear demarcated
funds should be available in such account for such applications.
BIDS BY SYSTEMICALLY IMPORTANT NBFCS
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, (ii) the last audited financial statements on a standalone basis, (iii) a net worth certificate
from its statutory auditors, and (iv) such other approval as may be required by the Systemically Important NBFCs are
required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM,
reserves the right to reject any Bid without assigning any reason thereof.
Systemically Important NBFCs participating in the Issue shall comply with all applicable regulations, directions,
guidelines and circulars issued by the RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
BIDS BY INSURANCE COMPANIES
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration
issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with
the BRLM, reserves the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, 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 Issue are advised to refer to the IRDAI Investment
Regulations 2016, as amended, which are broadly set forth below:
a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or
15% of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies
belonging to the group, whichever is lower; and
c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a
general insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of
10% of the investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above,
as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹ 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 Issue shall comply with all applicable regulations, guidelines and circulars
issued by IRDAI from time to time.
BIDS BY PROVIDENT FUNDS/PENSION FUNDS
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹ 2,500
lakhs, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension
fund must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM,
reserves the right to reject any Bid without assigning any reason thereof.
BIDS BY ANCHOR INVESTORS
Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Issue for upto
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.
2611) Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the offices of
the BRLM.
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/ Issue Opening Date and be
completed on the same day.
5) Our Company in consultation with the BRLM, 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 upto 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
• 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 upto2500.00 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 minimum Allotment of 100.00 Lakhs per Anchor Investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Issue 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 BRLM before the Bid/Issue 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 Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor
Investors within 2 (two) Working Days from the Bid/ Issue Closing Date. If the Issue 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 Issue 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 pu-blic.
10) Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30days from the date
of Allotment.
11) The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds
sponsored by entities related to the BRLM) will not participate in the Anchor Investor Portion. The
parameters for selection of Anchor Investors will be clearly identified by the BRLM and made available as
part of the records of the BRLM for inspection byes.
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 Issue through the ASBA process.
BIDS UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies,
Eligible FPIs, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds set up by the army,
navy or air force of the Union of India, insurance funds set up by the Department of Posts, India, or the National
Investment Fund and provident funds with a minimum corpus of ₹ 2,500lakhs (subject to applicable law) and pension
funds with a minimum corpus of ₹ 2,500 lakhs, a certified copy of the power of attorney or the relevant resolution or
authority, as the case may be, along with a certified copy of the memorandum of association and articles of association
and/or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation
with the BRLM, reserves the right to accept or reject any Bid in whole or in part, in either case without assigning any
reason therefore.
Our Company, in consultation with the BRLM, 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 the
262terms and conditions that our Company, in consultation with the BRLM may deem fit.
ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE ISSUE:
1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Issue
shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue.
2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue.
The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.
Issue 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 Issue 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 Issue or the Registrar is not prescribed by SEBI and
has been established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to
facilitate collections from the Bidders.
Payment 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- Retail
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 Issue
shall give instructions to the SCSBs to unblock the application money in the relevant bank account within one day of
receipt of such instruction. The Application Amount shall remain blocked in the ASBA Account until finalization of
the Basis of Allotment in the Issue and consequent transfer of the Application Amount to the Public Issue Account, or
until withdrawal/ failure of the Issue 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, Investors except Anchor 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:
263Our Company 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.
a) 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: ― “Axis Bank Limited– Anchor Account- R”
b) In case of Non-Resident Anchor Investors: ― “Axis Bank Limited – Anchor Account- NR”
c) Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established
as an arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the
Issue 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 Issue Closing Date.
3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions
in relation to,
i. the applications accepted by them,
ii. the applications uploaded by them
iii. the applications accepted but not uploaded by them or
iv. 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 the Registrar to the Issue, shall be responsible for
any acts, mistakes or errors or omission and commissions in relation to,
(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 Issue an electronic facility for registering applications for the Issue. This facility will
available at the terminals of Designated Intermediaries and their authorized agents during the Issue 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 Issue 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:
S. 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
264S. No. Details*
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 Issue 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 the 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 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 Promoter, our management or any scheme or project of our Company; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this 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/ Issue
Closing Date to verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after
which the Registrar to the Issue 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/ Issue Closing Date to send confirmation of Funds blocked (Final
certificate) to the Registrar to the Issue.
15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such
details for applications.
265Build 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 BRLM at the end of the Bid/ Issue 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 centers during the Bid/ Issue Period.
Withdrawal of Bids
a) RIIs can withdraw their Bids until Bid/ Issue Closing Date. In case a RII wishes to withdraw the Bid during the
Bid/ Issue Period, the same can be done by submitting a request for the same to the concerned Designated
Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account.
b) The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the
Designated Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.
Price Discovery and Allocation
a) Based on the demand generated at various price levels, our Company in consultation with the BRLM, shall
finalize the Issue Price.
b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories
of Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the
percentage of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application
Form and in the RHP. For details in relation to allocation, the Bidder may refer to the RHP.
c) Under-subscription in any category (except QIB Category) is allowed to be met with spillover from any other
category or combination of categories at the discretion of the Issuer and the in consultation with the BRLM and
the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion in
QIB Category is not available for subscription to other categories.
d) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted
from the Reserved Portion to the Issue. For allocation in the event of an undersubscription applicable to the Issuer,
Bidders may refer to the RHP.
e) In case if the Individual Investor (who applies for minimum application size) category is entitled to more than
the allocated portion on proportionate basis, the category shall be allotted that higher percentage.
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 to ₹ 24 per share, Issue
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 Bid Amount Cumulative
Subscription
Quantity (₹) Quantity
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
Issue 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 BRLM, may finalise the Issue Price at or below such Cut-Off Price,
i.e., at or below ₹ 22.00. All Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered
for allocation in the respective categories.
266Anchor Investors are not allowed to withdraw their Bids after Anchor Investors bidding date.
GENERAL INSTRUCTIONS
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All should submit their Bids through the ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the
prescribed form;
4. Ensure that you have mentioned the correct ASBA Account number if you are not an RIB bidding using the UPI
Mechanism in the Bid cum Application Form and if you are an RIB using the UPI Mechanism ensure that you
have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum
Application Form;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (except electronic Bids) within the prescribed time;
6. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before
submitting the ASBA Form to any of the Designated Intermediaries;
7. If you are an ASBA Bidder and the first applicant is not the ASBA 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;
8. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;
9. Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum Application Form
for all your Bid options from the concerned Designated Intermediary;
10. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which
the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form
should contain only the name of the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum
Application Forms;
11. RIBs bidding in the Issue to ensure that they shall use only their own ASBA Account or only their own bank
account linked UPI ID (only for RIBs using the UPI Mechanism) to make an application in the Issue and not
ASBA Account or bank account linked UPI ID of any third party;
12. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;
13. 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 or Sponsor Bank, as applicable, via the electronic mode,
for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application
Form, as the case may be, at the time of submission of the Bid. In case of RIBs submitting their Bids and
participating in the Issue through the UPI Mechanism, ensure that you authorize the UPI Mandate Request raised
by the Sponsor Bank for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of
Allotment;
14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who,
in terms of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in
the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying
their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who,
in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in
the securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the
Central or the State Government and officials appointed by the courts and for investors residing in the State of
Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming the
exemption granted to the beneficiary owner by a suitable description in the PAN field and the beneficiary account
267remaining 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;
15. Investors to ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct
Taxes (“CBDT”) notification dated February 13, 2020 and press release dated June 25, 2021.
16. Ensure that the Demographic Details are updated, true and correct in all respects;
17. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under
official seal;
18. Ensure that the category and the investor status is indicated;
19. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents are submitted;
20. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and
Indian laws;
21. Ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if
applicable, are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client
ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock Exchange by the relevant
Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable,
available in the Depository database;
22. Ensure that when applying in the Issue using UPI, the name of your SCSB appears in the list of SCSBs displayed
on the SEBI website which are live on UPI. Further, also ensure that the name of the app and the UPI handle
being used for making the application is also appearing in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;
23. RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated
Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request received from the
Sponsor Bank to initiatlised blocking of funds equivalent to the revised Bid Amount in the RIB’s ASBA Account;
24. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 12:00 p.m. of
the Working Day immediately after the Bid/ Issue Closing Date;
25. RIBs shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate
Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon the authorization
of the mandate using his/her UPI PIN, an RIB may be deemed to have verified the attachment containing the
application details of the RIB in the UPI Mandate Request and have agreed to block the entire Bid Amount and
authorized the Sponsor Bank to block the Bid Amount mentioned in the Bid Cum Application Form;
26. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (RIBs bidding using
the UPI Mechanism) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the
ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for
the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of
www.sebi.gov.in); and
27. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs,
are required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their
investment managers in such confirmation which shall be submitted along with each of their Bid cum Application
Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned
in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be
rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by RIBs);
1. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
2682. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
3. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
4. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;
5. Do not submit the Bid for an amount more than funds available in your ASBA account.
6. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of a Bidder;
7. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;
8. If you are a RIB and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID;
9. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;
10. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
11. Do not submit the General Index Register (GIR) number instead of the PAN;
12. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue;
13. 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;
14. 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);
15. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
16. Do not submit a Bid using UPI ID, if you are not a RIB;
17. Do not Bid on another ASBA Form, as the case may be, after you have submitted a Bid to any of the Designated
Intermediaries;
18. Do not Bid for Equity Shares in excess of what is specified for each category;
19. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds the Issue
size and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or
regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red
Herring Prospectus;
20. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIBs can revise or withdraw their Bids on
or before the Bid/Issue Closing Date;
21. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;
22. If you are an RIB which is submitting the ASBA Form with any of the Designated Intermediaries and using your
UPI I D for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank
account UPI ID;
23. Do not Bid if you are an OCB; and
24. If you are a QIB, do not submit your Bid after 3:00 pm on the Bid/Issue Closing Date.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Further, in case of any pre-Issue or post-Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors can reach out to the Company Secretary and Compliance Officer. For details of
Company Secretary and Compliance Officer, please see the section entitled “General Information” and “Our
Management” beginning on pages 60 and 135 respectively.
For helpline details of the BRLM pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
please see the section entitled “General Information” beginning on page 60 of this Red Herring Prospectus
GROUNDS FOR TECHNICAL REJECTION
269In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information Document,
Bidders are requested to note that Bids maybe rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by RIBs using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI
handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by RIBs using third party bank accounts or using a third party linked
bank account UPI ID (subject to availability of information regarding third party account from Sponsor Bank);
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
7. Bids submitted without the signature of the First Bidder or sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
9. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended
for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
10. GIR number furnished instead of PAN;
11. Bids by RIBs with Bid Amount of a value of more than ₹ 2,00,000;
12. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
13. Bids accompanied by stock invest, money order, postal order or cash; and
14. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Issue Closing Date and by Non-Institutional Bidders
uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/
Issue Closing Date, unless extended by the Stock Exchange.
Further, in case of any pre-Issue or post Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out the Company Secretary and Compliance Officer. For details of the
Company Secretary and Compliance Officer, see “General Information” beginning on page 60.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated at a
uniform rate of ₹ 100/- per day for the entire duration of delay exceeding four Working Days from the Bid/ Issue
Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole
discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
Further, Investors shall be entitled to compensation in the manner specified in the SEBI Master Circular, SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in case of delays in resolving investor grievances in relation
to blocking/unblocking of funds.
SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023
had reduced the time taken for listing of specified securities after the closure of public issue to 3 working days (T+3
days) as against the present requirement of 6 working days (T+6 days); ‘T’ being issue closing date. The provisions of
this circular were applicable, on voluntary basis for public issues opening on or after September 1, 2023 and on
mandatory basis for public issues opening on or after December 1, 2023. Our Company shall close this Issue in
accordance with the timeline provided under the aforementioned circular. The timelines prescribed for public issues as
mentioned in SEBI circulars dated November 1, 2018, June 28, 2019, November 8, 2019, March 30, 2020, March 16,
2021, June 2, 2021, and April 20, 2022 shall stand modified to the extent stated in this Circular.
Names of entities responsible for finalized the basis of allotment in a fair and proper manner
The authorized employees of the Designated Stock Exchange, along with the BRLM and the Registrar, shall ensure
that the Basis of Allotment is finalized in a fair and proper manner in accordance with the procedure specified in SEBI
ICDR Regulations.
270For 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
a) The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of
Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the
percentage of Issue size available for allocation to each category is disclosed overleaf of the Bid cum
Application Form and in the RHP. For details in relation to allocation, the Bidder may refer to the RHP.
b) 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 BRLM and the
Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in
QIB Category is not available for subscription to other categories.
c) In case of under subscription in the Issue, spill-over to the extent of such under- subscription may be permitted
from the Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer,
Bidders may refer to the RHP.
ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The allotment of Equity Shares to Bidders other than Individual Investors (who applies for minimum
application size) may be on proportionate basis. No Individual Investor (who applies for minimum application
size) will be allotted less than the minimum Bid Lot subject to availability of shares in Individual Investor (who
applies for minimum application size) 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 Issue. However, in
case the Issue is in the nature of Issue for Sale only, then minimum subscription may not be applicable.
BASIS OF ALLOTMENT
a. For Individual Bidders
Bids received from the Individual Bidders at or above the Issue Price shall be grouped together to determine the
total demand under this category. The Allotment to all the successful Individual Bidders will be made at the
Issue Price.
The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for allotment to Individual
Bidders (who applies for minimum application size) in the Issue at a price that is equal to or greater than the
Issue Price. If the aggregate demand in this category is less than or equal to 13,94,400 Equity Shares at or above
the Issue Price, full Allotment shall be made to the Individual Bidders (who applies for minimum application
size) to the extent of their valid Bids.
If the aggregate demand in this category is greater than 13,94,400 Equity Shares at or above the Issue Price, the
Allotment shall be made on a proportionate basis upto 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 Bidders
Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine
the total demand under this category. The Allotment to all successful Non- Institutional Bidders will be made
at the Issue Price.
The Issue size less Allotment to QIBs and Individual Bidders (who applies for minimum application size) shall
be available for allotment to Non- Institutional Bidders who have Bid in the Issue at a price that is equal to or
greater than the Issue Price. If the aggregate demand in this category is less than or equal to 19,92,000 Equity
Shares at or above the Issue Price, full allotment shall be made to Non-Institutional Bidders to the extent of their
demand.
271In case the aggregate demand in this category is greater than 19,92,000 Equity Shares at or above the Issue
Price, Allotment shall be made on a proportionate basis upto a minimum of [●] Equity Shares and in multiples
of [●] Equity Shares thereafter. For the method of proportionate Basis of Allotment refer below.
c. 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 BRLM, 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:
• maximum number of two Anchor Investors for allocation upto ₹ 2 crores; a minimum number of two
Anchor Investors and maximum number of 15 Anchor Investors for allocation of more than ₹ 2 crores
and upto ₹ 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 upto 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.
d. For QIBs
Bids received from QIBs Bidding in the QIB Category at or above the Issue Price may be grouped together to
determine the total demand under this category. The QIB Category may be available for Allotment to QIBs who
have Bid at a price that is equal to or greater than the Issue Price. Allotment may be undertaken in the following
manner: Allotment shall be undertaken in the following manner:
i. In the first instance, allocation to Mutual Funds for 5% of the QIB Portion shall be determined as
follows:
• In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual Funds shall
be done on a proportionate basis for 5% of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then
all Mutual Funds shall get full Allotment to the extent of valid Bids received above the Issue 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;
ii. In the second instance, allotment to all QIBs shall be determined as follows:
• In the event of oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above
the Issue Price shall be allotted Equity Shares on a proportionate basis, upto a minimum of [●] Equity
Shares and in multiples of [●] Equity Shares thereafter for 5% 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 5% 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.
iii. Basis of Allotment for QIBs and NIIs in case of Over Subscribed Issue:
In the event of the Issue being Over-Subscribed, the Issuer may finalize the Basis of Allotment in
consultation with the BSE Limited (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
272Shares applied for).
b) The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate
basis I n 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, upto 110% of the size of the Issue specified under the Capital Structure
mentioned in this RHP.
Individual Investor means an investor who applies for shares of value of not more than ₹ 2,00,000/. Investors
may note that in case of over subscription, allotment shall be on proportionate basis and will be finalized in
consultation with BSE Limited.
The Executive Director / Managing Director of BSE Limited – the Designated Stock Exchange in addition to
Book Running Lead Manager and Registrar to the Public Issue shall be responsible to ensure that the basis of
allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations.
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 Issuer shall pass necessary corporate action to facilitate the
allotment and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept
the Equity Shares that may be allotted to them pursuant to the Issue.
The Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their
Bidders who have been allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed
valid, binding and irrevocable contract for the Allotment to such Bidder.
3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the
successful Bidders Depository Account within 4 working days of the Issue Closing date. The Issuer also
ensures that 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 transfer 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 4 working days of the Bid/ Issue
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.
273Instructions 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 website of BSE Limited i.e. www.bseindia.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 Issue and Share Transfer Agent and Depository
Participants registered with SEBI to accept the Bid Cum Application Forms in Public Issue with effect from January
01, 2016. The List of RTA and DPs centres for collecting the application shall be disclosed is available on the website
of BSE Limited i.e. www.bseindia.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 Issue will obtain from 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 Issue should be addressed to the Registrar to
the Issue 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.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre- Issue or post Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.
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 BSE SME Platform where the Equity Shares are proposed to be listed are taken within 3
(three) working days from Issue Closing Date.
274In 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) days of the Issue Closing Date;
2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 4(four) working days of the
Issue 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.
SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August
9, 2023 had reduced the time taken for listing of specified securities after the closure of public issue to 3
working days (T+3 days) as against the present requirement of 6 working days (T+6 days); ‘T’ being issue
closing date. Our Company shall close this Issue in accordance with the timeline provided under the
aforementioned circular.
BASIS OF ALLOTMENT
Allotment will be made in consultation BSE Limited (The Designated Stock Exchange). In the event of
oversubscription, the allotment will be made on a proportionate basis in marketable lots as set forth here:
1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate
basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the over subscription
ratio (number of applicants in the category x number of Shares applied for).
2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in
marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).
3. For applications where the proportionate allotment works out to less than [●] equity shares the allotment will be
made as follows:
i. Each successful applicant shall be allotted [●] equity shares; and
ii. 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.
4. 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 lower nearest multiple of [●] equity shares subject
to a minimum allotment of [●] equity shares.
5. If the Shares allocated on a proportionate basis to any category is more than the Shares allotted to the applicants
in that category, the balance available Shares for allocation shall be first adjusted against any category, where
the allotted Shares are not sufficient for proportionate allotment to the successful applicants in that category, the
balance Shares, if any, remaining after such adjustment will be added to the category comprising of applicants
applying for the minimum number of Shares.
BASIS OF ALLOTMENT IN THE EVENT OF UNDER SUBSCRIPTION
In the event of under subscription in the Issue, the obligations of the Underwriters shall get triggered in terms of the
Underwriting Agreement. The Minimum subscription of 100.00% of the Issue size shall be achieved before our
company proceeds to get the basis of allotment approved by the Designated Stock Exchange. The Executive
Director/Managing Director of the BSE Limited – the Designated Stock Exchange in addition to Book Running Lead
Manager and Registrar to the Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and
proper manner in accordance with the SEBI (ICDR) Regulations, 2018.
275As per the RBI regulations, OCBs are not permitted to participate in the Issue. There is no reservation for Non-
Residents, NRIs, FPIs and foreign venture capital funds and all Non-Residents, NRI, FPI and Foreign Venture
Capital Funds applicants will be treated on the same basis with other categories for the purpose of allocation.
Equity Shares in Dematerialised Form with NSDL/CDSL
To enable all shareholders of the Company to have their shareholding in electronic form, the Company is in process of
entering following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a) Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated February 07, 2025.
b) Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated February 21, 2025
c) The Company’s Equity shares bear an ISIN No. INE1LJ801017.
An Applicant applying for Equity Shares must have at least one beneficiary account with either of the Depository
Participants of either NSDL or CDSL prior to making the Application.
• The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository
Participant’s identification number) appearing in the Application Form or Revision Form.
• Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary account (with
the Depository Participant) of the Applicant.
• Names in the Application Form or Revision Form should be identical to those appearing in the account details
in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear
in the account details in the Depository.
• If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’ in the
Application Form or Revision Form, it is liable to be rejected.
• The Applicant is responsible for the correctness of his or her Demographic Details given in the Application Form
vis à vis those with his or her Depository Participant.
• Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with
NSDL and CDSL. The Stock Exchange where our Equity Shares are proposed to be listed has electronic
connectivity with CDSL and NSDL.
• The allotment and trading of the Equity Shares of the Company would be in dematerialized form only for all
investors.
PRE-ISSUE ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus with
the RoC, publish a Pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in: all edition of
Business Standard (a widely circulated English national daily newspaper), all edition of Business Standard (a widely
circulated Hindi national daily newspaper) and Mumbai edition of Lakshadeep (a widely circulated Marathi national
daily newspaper, Marathi being the regional language of Maharashtra where our registered office is located) , each
with wide circulation
In the Pre-Issue advertisement, we shall state the Bid/Issue Opening Date and the Bid/Issue Closing Date. The
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in
Part A of Schedule X of the SEBI ICDR Regulations.
SIGNING OF THE UNDERWRITING AGREEMENT AND THE ROC FILING
a) Our Company and the Underwriter intend to enter into an Underwriting Agreement on or before the filing of
Red Herring Prospectus.
b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain
details of the Issue Price, Issue size, and underwriting arrangements and will be complete in all material respects.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, which is reproduced below:
276“Any person who:
I. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
II. 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
III. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to
any other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 10/- Lakhs
or 1.00% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be
less than six months extending upto 10 years and fine of an amount not less than the amount involved in the fraud,
extending upto three times such amount (provided that where the fraud involves public interest, such term shall not be
less than three years.) Further, where the fraud involves an amount less than ₹ 10/- lakhs or one per cent of the turnover
of the company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be
punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹ 50/- Lakh
or with both.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders;
• the complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchange where the Equity Shares are proposed to be listed shall be taken within three Working Days of the
Bid/Issue Closing Date or such other time as may be prescribed by the SEBI or under any applicable law;
• if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount received
will be refunded/unblocked within the time prescribed under applicable law, failing which interest will be due
to be paid to the Bidders at the rate prescribed under applicable law for the delayed period;
• the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the mode(s)
disclosed shall be made available to the Registrar to the Issue by our Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the Bidder within the time prescribed under applicable law, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;
• no further issue of the Equity Shares shall be made until the Equity Shares issued through the Red Herring
Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing,
under- subscription, etc.
• our Company, in consultation with the BRLM, reserves the right not to proceed with the Fresh Issue, in whole
or in part thereof, to the extent of the Issued Shares, after the Bid/ Issue Opening Date but before the Allotment.
In such an event, our Company would issue a public notice in the newspapers in which the pre-Issue
advertisements were published, within two days of the Bid/ Issue Closing Date or such other time as may be
prescribed by the SEBI, providing reasons for not proceeding with the Issue and inform the Stock Exchanges
promptly on which the Equity Shares are proposed to be listed; and
• if our Company, in consultation with the BRLM withdraws the Issue after the Bid/ Issue Closing Date and
thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh Red
Herring Prospectus with the SEBI.
UTILIZATION OF ISSUE PROCEEDS
Our Board certifies that all monies received out of the Fresh Issue shall be credited/transferred to a separate bank
account other than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013
details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time
any part of the Issue proceeds remains unutilized, under an appropriate head in the balance sheet of our Company
277indicating the purpose for which such monies have been utilized; a details of all unutilized monies out of the
Fresh Issue, if any shall be disclosed under an appropriate separate head in the balance sheet indicating the form
in which such unutilized monies have been invested.
278RESTRICTIONS 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 upto any extent and without any prior approvals,
but the foreign investor is required to follow certain prescribed procedures for making such investment. The government
bodies responsible for granting foreign investment approvals are the Reserve Bank of India (“RBI”) and Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (“DIPP”).
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”)
through press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India (“DIPP”), has issued consolidated FDI Policy Circular of 2017(“FDI Policy 2017”),
which with effect from August 28, 2017, 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 2017 will be valid until the DIPP 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. 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. 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.
Under the current FDI Policy of 2017, foreign direct investment in micro and small enterprises is subject to sectoral caps,
entry routes and other sectoral regulations. At present 100 % foreign direct investment through automatic route is
permitted in the sector in which our Company operates. Therefore, applicable foreign investment upto 100% is permitted
in our company under automatic route.
In case of investment in sectors through Government Route approval from competent authority as mentioned in Chapter
4 of the FDI Policy 2017 has to be obtained by the Company. 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. Such conditions include: (i) where the transfer of shares requires the prior approval of the
Government as per the extant FDI policy provided that: a) the requisite approval of the Government has been obtained;
and b) the transfer of shares adheres with the pricing guidelines and documentation requirements as specified by the
Reserve Bank of India from time to time.; (ii) where the transfer of shares attract SEBI (SAST) Regulations subject to
the adherence with the pricing guidelines and documentation requirements as specified by reserve Bank of India from
time to time.; (iii)where the transfer of shares does not meet the pricing guidelines under the FEMA, 1999 provided that:
a) The resultant FDI is in compliance with the extant FDI policy and FEMA regulations in terms of sectoral caps,
conditionalities (such as minimum capitalization, etc.), reporting requirements, documentation etc.; b) The pricing for
the transaction is compliant with the specific/explicit, extant and relevant SEBI regulations/guidelines (such as IPO, Book
building, block deals, delisting, exit, open offer/substantial acquisition/SEBI SAST); and Chartered Accountants
Certificate to the effect that compliance with the relevant SEBI regulations/guidelines as indicated above is attached to
the form FC-TRS to be filed with the AD bank and iv) where the investee company is in the financial sector provided
that: a) Any ‘fit and proper/due diligence’ requirements as regards the non-resident investor as stipulated by the respective
financial sector regulator, from time to time, have been complied with; and b) The FDI policy and FEMA regulations in
terms of sectoral caps, conditionalities (such as minimum capitalization, pricing, etc.), reporting requirements,
documentation etc., are complied with. As per the existing policy of the Government of India, OCBs cannot participate
in this Issue 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 2017, 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,
279regardless of whether it has been made for FDI, , FPI, NRI/OCI, LLPs, FVCI, Investment Vehicles and DRs under
Schedule 1, 2, , 3, 6, 7, 8, 9, and 11 of FEMA (Transfer or Issue of Security by Persons Resident outside India)
Regulations, 2017. 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.
i. 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 percent and 24 percent will be called the individual and aggregate limit, respectively. However, this
limit of 24 % may be increased upto 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.
ii. 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 Schedule 3 of the FEMA (Transfer or Issue of security by a person resident outside India) Regulations,
2017 i.e.:
The total holding by any individual NRI or OCI shall not exceed 5 percent of the total paid-up equity capital on a fully
diluted basis or should not exceed 5 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
percent of the total paid-up equity capital on a fully diluted basis or shall not exceed 10 percent of the paid-up value of
each series of debentures or preference 373 shares or share warrants; 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.
iii. Investment by NRI or OCI on non-repatriation basis:
As per current FDI Policy 2017, schedule 4 of FEMA (Transfer or Issue of Security by Persons Resident outside India)
Regulations – 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-repatriation 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
280SECTION XI – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
We confirm that no material clause of Article of Association have been left out from disclosure having bearing on the
Issue.
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association
of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions
of the Articles of Association of our Company are detailed below:
Interpretation
1. In the interpretation of these Articles, unless repugnant to the subject or context:-
a) “The company” or “this company” means B. D. INDUSTRIES (PUNE) LIMITED.
b) “The Act” means the Companies Act 2013, or any statutory modification or re- enactment thereof for the time
being in force.
c) “Auditor” means and includes those persons appointed as such for the time being by the Company.
d) “Board Meeting” means meeting of the Directors duly and constituted or as the case may be, the Directors
assembled at a Board.
e) “Capital” means the share capital for the time being raised or authorized to be raised, for the Company.
f) “Debenture” includes the Debenture stock.
g) ‘Directors’ means the directors of the company and includes persons occupying the position of directors by
whatever names called.
h) “Dividend” includes bonus.
i) Gender: Word importing the masculine gender also includes the feminine gender.
j) In Writing or Written: “In Writing” or “Written” includes printing, lithography and other modes of
representing or reproducing words in a visible form.
k) Member: “Member” means the duly registered holder from time to time of the shares of the Company and
includes the subscriber to the Memorandum of the Company.
l) Meeting or Annual General Meeting: “Annual General Meeting” means a General Meeting of the members
duly called and constituted and any adjourned holding thereof in accordance of section 96 of the Act.
m) Meeting or Extra-Ordinary general meeting: “Extra-Ordinary General Meeting” means Extraordinary
General meeting of the Members duly called and constituted and any adjourned holding thereof.
n) Month: “Month” means a calendar month
o) Office: “Office” means the registered office for the time being of the Company.
p) Paid up: “Paid up” includes credited as paid up.
q) Persons: “Persons” includes corporation and firms as well as individuals.
r) Register of members: “Register of member” means the Register of members to be kept pursuant to the Act.
s) The Registrar: “The Registrar” means the Registrar of the Companies (as defined under Section 2(75) of the
Act of the state in which the office of the Company is for the time being situated.
t) Officer: “Officer” includes any director, manager or secretary, or any person in accordance with whose direction
or instruction the board of Director or any or more of the directors is accustomed to act.
u) Share: “Share” means share in the share capital of a company and includes stock except where a distinction
between stock and share is expressed or implied.
v) Special Resolution: “Special Resolution” shall have the meaning assigned thereto by section 114 of Companies
Act, 2013.
w) Year and Financial Year: “Year” means the calendar year and “financial year” shall have the meaning assigned
thereto by section 2(41) of the Act.
Public Company
2. The company is a Public Company within the meaning of section 2(71) of the Companies Act, 2013.
Share capital and variation of rights
3. (i) The Authorised Share Capital of the Company shall be as laid down in Memorandum of Association of the
Company.
(ii) Subject to the provisions of the Companies Act 2013 and the applicable Rules made there under, the Company /
Board shall have power to issue / allot shares, whether on preferential basis or otherwise, from time to time and
281the shares shall be under the control of the Directors who may allot or otherwise dispose off the same to such
persons, on such terms and conditions and at such times as the Directors think fit.
4. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within
two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month
after the application for the registration of transfer or transmission or within such other period as the conditions
of issue shall be provided:-
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate
after the first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid-up
thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient
delivery to all such holders.
5. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be
issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the
company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof
shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each
certificate.
(ii) The company may issue new share certificates pursuant to consolidation or sub-division of share certificate(s)
upon written request received from shareholder together with production and surrender of respective original
share certificate(s). Every certificate under this Article shall be issued on payment of twenty rupees for each
certificate.
(iii) The provisions of Articles (5) and (6) shall mutatis mutandis apply to debentures of the company.
6. Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and
the company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except
only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder.
7. (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40,
provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in
the manner required by that section and rules made there under.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-
section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly
in the one way and partly in the other.
8. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section 48
and whether or not the company is being wound up, be varied with the consent in writing of the holders of three-
fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting
of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the
issued shares of the class in question.
2829. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by
the creation or issue of further shares ranking pari passu therewith.
10. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution,
be issued on the terms that they are to be redeemed on such terms and in such manner as the company before the
issue of the shares may, by special resolution, determine.
Lien
11. (i) The company shall have a first and paramount lien—
(a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or
payable at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies
presently payable by him or his estate to the company:
Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the
provisions of this clause.
(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to
time in respect of such shares.
(iii) The fully paid shares shall be free from all lien and that in the case of partly paid shares the Company’s lien
shall be restricted to monies called or payable at a fixed time in respect of such shares.
12. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:
Provided that no sale shall be made—
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part
of the amount in respect of which the lien exists as is presently payable, has been given to the registered
holder for the time being of the share or the person entitled thereto by reason of his death or insolvency.
13. (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the purchaser
thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
14. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount
in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before
the sale, be paid to the person entitled to the shares at the date of the sale.
Calls on shares
15. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their
shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions
of allotment thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one
month from the date fixed for the payment of the last preceding call.
283(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place
of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
(iv) The option or right to make call on shares shall not be given to any person except with the sanction of the
Company in General Meetings. That is, it may delegate power to make calls on shares subject to approval of
the shareholder in a general meeting of the company.
16. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was
passed and may be required to be paid by instalments.
17. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
18. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person
from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of
actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
19. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on
account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be
deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes
payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest
and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.
20. The Board—
(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become
presently payable) pay interest at such rate not exceeding, unless the company in general meeting shall
otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and the member
paying the sum in advance but shall not confer a right to dividend or to participate in profits.
Transfer of shares
21. (i) The Company shall use a Common form of transfer. The instrument of transfer of any share in the company
shall be executed by or on behalf of both the transferor and transferee.
(ii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.
22. The Board may, subject to the right of appeal conferred by section 58 decline to register—
(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) any transfer of shares on which the company has a lien.
23. The Board may decline to recognise any instrument of transfer unless—
(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;
284(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such
other evidence as the Board may reasonably require to show the right of the transferor to make the
transfer; and
(c) the instrument of transfer is in respect of only one class of shares.
24. On giving not less than seven days’ previous notice in accordance with section 91 and rules made there under,
the registration of transfers may be suspended at such times and for such periods as the Board may from time to
time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than
forty-five days in the aggregate in any year.
25. Subject to the provisions of Section 59 of Companies Act, 2013, the Board may decline to register any transfer of
Shares on such grounds as it think fit in the benefit of the company (notwithstanding that the proposed transferee
be already a Member), but in such case it shall, within two (2) months from the date the instrument of transfer
was lodged with the Company, send to the transferee and the transferor notice of the refusal to register such
transfer giving reasons for such refusal. Provided that registration of a transfer shall not be refused on the ground
of the transferor being either alone or jointly with any other person or persons indebted to the Company on any
account whatsoever.
Transmission of Shares
26. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or
nominees or legal representatives where he was a sole holder, shall be the only persons recognised by the
company as having any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share
which had been jointly held by him with other persons.
27. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon
such evidence being produced as may from time to time properly be required by the Board and subject as
hereinafter provided, elect, either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if
the deceased or insolvent member had transferred the share before his death or insolvency.
28. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or
send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the
share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or
insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.
29. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the
same dividends and other advantages to which he would be entitled if he were the registered holder of the share,
except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to
exercise any right conferred by membership in relation to meetings of the company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered
himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements
of the notice have been complied with.
285Forfeiture of Shares
30. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board
may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a notice
on him requiring payment of so much of the call or installment as is unpaid, together with any interest which
may have accrued.
31. The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice)
on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the
call was made shall be liable to be forfeited.
32. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice
has been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited
by a resolution of the Board to that effect.
33. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks
fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks
fit.
34. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but
shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of
forfeiture, were presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all
such monies in respect of the shares.
35. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the
company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and
may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.
(iii) The transferee shall thereupon be registered as the holder of the share
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.
36. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by
the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the
share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
Alteration of Capital
37. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided
into shares of such amount, as may be specified in the resolution. The Authorised Share Capital shall be as per
the clause 5 of Memorandum of Association of the company.
38. Subject to the provisions of section 61, the company may, by ordinary resolution,—
(a) increase its authorised share capital by such amount as it thinks expedient.
286(b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares
of any denomination;
(d) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;
(e) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be
taken by any person.
39. Where shares are converted into stock,—
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges
and advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the
shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and
profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would
not, if existing in shares, have conferred that privilege or advantage.
(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words
“share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.
40. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised
and consent required by law,—
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalisation of profits
41. (i) The company in general meeting may, upon the recommendation of the Board resolve—
(a) that it is desirable to capitalise 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, Securities Premium
Accounts or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the
members who would have been entitled thereto, if distributed by way of dividend and in the same
proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause
(iii), either in or towards—
(a) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(b) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully
paid-up, to and amongst such members in the proportions aforesaid;
287(c) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
(iii) A securities premium account and a capital redemption reserve account may, for the purposes of this
regulation, be applied in the paying up of unissued shares to be issued to members of the company as fully
paid bonus shares;
(iv) The Board shall give effect to the resolution passed by the company in pursuance of this regulation.
42. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) make all appropriations and applications of the undivided profits resolved to be capitalised thereby,
and all allotments and issues of fully paid shares if any; and
(b) generally do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise
as it thinks fit, for the case of shares becoming distributable infractions; and
(b) to authorize any person to enter, on behalf of all the members entitled thereto, into an agreement
with the company providing for the allotment to them respectively, credited as fully paid-up, of any
further shares to which they may be entitled upon such capitalisation, or as the case may require, for
the payment by the company on their behalf, by the application thereto of their respective proportions
of profits resolved to be capitalised, of the amount or any part of the amounts remaining unpaid on their
existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
Dematerialisation of Securities
43. For the purpose of this Article:-
"Beneficial Owner": Beneficial Owner shall have the meaning assigned thereto in section 2(1)(a)
of the Depositories Act, 1996.
"Depositories Act": Depositories Act shall mean the Depositories Act, 1996 and includes any
statutory modification or re-enactment thereof for the time being in force.
"Depository": Depository shall mean a Depository as defined in section 2(1)(e) of the Depositories Act,
1996.
"Member": Member shall mean a duly registered holder from time to time of the security of the
company and includes every person whose name is entered as beneficial owner in the records of the
Depository.
"Security": Security shall mean such security as may be specified by SEBI.
"Dematerialisation of Securities": Notwithstanding anything on the contrary contained in this Article,
the company shall be entitled to dematerialise its securities and to offer securities in a dematerialised form
and further to rematerialise the securities held on depository pursuant to the Depositories Act, 1996 or any
amendment thereof.
"Option to hold securities in physical form or with depository": Every person holding securities of the
company through allotment or otherwise shall have the option to receive and hold the same in the
dematerialised form with a depository.
288"Beneficial Owner may opt out of a Depository": Every person holding securities of the company with
a depository, being the beneficial owner thereof, may at any time opt out of the depository in the manner
provided under the provisions of the Depositories Act and the Rules, if any, prescribed there under and on
fulfilment of the conditions prescribed by the company from time to time, company shall issue the
relevant security certificates to the beneficial owner thereof.
"Securities in Depositories to be in fungible form": All securities held by a depository shall be
dematerialised and shall be in fungible form. Nothing contained in relevant sections of the Companies Act,
shall apply to a depository in respect of the securities held by it on behalf of the beneficial owners.
"Rights of depository and beneficial owners": A depository shall be deemed to be the registered owner
for the purposes of affecting the transfer of ownership of securities on behalf of the beneficial owners and
shall not have any voting rights or any other rights in respect of the securities held by it.
Every person holding securities of the Company and whose name is entered as the beneficial owner in the
records of the depository shall be deemed to be a member of the Company. The beneficial owner of securities
shall be entitled to all rights and benefits and be subject to all the liabilities in respect of his/her securities,
which are held by a depository.
"Transfer of securities": Transfer of security held in a depository will be governed by the provisions of the
Depository Act, 1996. Nothing contained in Section 56 of the Companies Act, 2013 or these Articles shall apply
to a transfer of securities effected by a transferor and transferee both of whom are entered as beneficial owners
in the records of a depository.
"Register and Index of beneficial owners": The Register and Index of beneficial owners maintained by a
depository under the Depositories Act, 1996 shall be deemed to be the Register and Index of Members
and Security holders for the purpose of these Articles.
"Other matters": Notwithstanding anything contained in these Articles, the provision of Depositories Act,
1996 relating to dematerialisation of securities including any modification(s) or re-enactment thereof and
Rules/Regulations made there under shall prevail accordingly.
Notwithstanding anything contained in the Act or the Articles, where securities are held in a depository,
the records of the beneficial ownership may be served by such depository on the company by means of
electronic mode or by delivery of floppies or disks.
Nomination
44. Notwithstanding anything contained in Articles, every holder of shares(s) or debenture(s) of the Company may,
at any time, nominate, in the prescribed manner, a person to whom these share(s) shall vest in the event of his
death and the provisions of Section 72 of the Companies Act, 2013 shall apply in respect of such nomination.
The provisions of this Article shall apply mutatis mutandis to a depository of money with the Company as per
the provisions of Section 73 & 76 of the Act.
Buy-Back of Shares
45. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the company may purchase its own
shares or other specified securities.
General Meetings
46. All general meetings other than Annual General Meeting shall be called extraordinary general meeting.
28947. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India,
any director or any two members of the company may call an extraordinary general meeting in the same manner,
as nearly as possible, as that in which such a meeting may be called by the Board.
Proceedings at General Meetings
48. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when
the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.
(iii) The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
(iv) If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding
the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their
members to be Chairperson of the meeting.
(v) If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes
after the time appointed for holding the meeting, the members present shall choose one of their members to be
Chairperson of the meeting.
Adjournment of Meeting
49. (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by
the meeting, adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
(iii) 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.
(iv) 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.
Voting Rights
50. Subject to any rights or restrictions for the time being attached to any class or classes of shares,—
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital
of the company.
51. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote
only once.
52. (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
53. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any
such committee or guardian may, on a poll, vote by proxy.
54. Any business other than that upon which a poll has been demanded may be proceeded with, pending the taking of
the poll.
29055. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by
him in respect of shares in the company have been paid.
56. (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which
the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all
purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall
be final and conclusive.
Proxy
57. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed
or a notarised copy of that power or authority, shall be deposited at the registered office of the company not less
than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the
taking of the poll; and in default the instrument of proxy shall not be treated as valid.
58. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
59. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous
death or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by
the company at its office before the commencement of the meeting or adjourned meeting at which the proxy is
used.
Board of Directors
60. The minimum number of Directors shall be 3 and maximum number of directors shall be 15.
The following were the First Directors of the Company:
1. Mr. Dalbir Pal Hemraj Saini
2. Mr. Akash Chopra
61. (i) Subject to the provisions of the Act, the Company may pay any remuneration, as determined by the Board of
Directors / General Meeting to all or any of its Directors for the services rendered by them / him in day to day
management of the affairs of the company or any other type of services, whether professional in nature or
not, for any of the purposes of the company, either by a fixed sum on monthly or annual basis and / or
perquisites and / or a percentage of the profits or otherwise as may be determined by the Board or the members
in General Meeting.
The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue
from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all
travelling, hotel and other expenses properly incurred by them—
(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general
meetings of the company; or
(b) in connection with the business of the company.
62. The Board may pay all expenses incurred in getting up and registering the company.
63. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign
register; and the Board may (subject to the provisions of that section) make and vary such regulations as it may
thinks fit respecting the keeping of any such register.
29164. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts
for monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case
may be, by such person and in such manner as the Board shall from time to time by resolution determine.
65. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be
kept for that purpose.
66. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to
appoint a person as an additional director, provided the number of the directors and additional directors
together shall not at any time exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall
be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.
Proceedings of the Board
67. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings,
as it thinks fit.
(ii) Subject to the Articles herein, a director may, and the manager or secretary on the requisition of a director
shall, at any time, summon a meeting of the Board.
(iii) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes.
(iv) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
68. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number
is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director
may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a
general meeting of the company, but for no other purpose.
69. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes
after the time appointed for holding the meeting, the directors present may choose one of their number to be
Chairperson of the meeting.
70. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of
such member or members of its body as it thinks fit.
(ii) Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that
may be imposed on it by the Board.
71. A committee may elect a Chairperson of its meetings.
72. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after
the time appointed for holding the meeting, the members present may choose one of their members to be
Chairperson of the meeting.
73. (i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members
present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.
74. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one
or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be
as valid as if every such director or such person had been duly appointed and was qualified to be a director.
29275. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board
or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee,
shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and
held.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
76. Subject to the provisions of the Act,
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the
Board for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive
officer, manager, company secretary or chief financial officer so appointed may be removed by means of a
resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial
officer.
77. 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.
Managing Director
78. The business of the Company may be carried on by the Managing Director(s) who may be appointed by the
Board of Directors / members in their General Meeting, from time to time who shall fix the terms, qualifications,
remuneration, duties, authorities and powers. The Board may from time to time and subject to the provisions of
the Act delegate to the Managing Director(s) such of their powers and duties and subject to such limitations and
conditions as they may deem fit. The Board may from time to time, revoke, withdraw, alter or vary all or any
of the powers conferred on him or dismiss him from office and appoint another in his place.
79. Subject to the provisions of section 179 and 180 of the Companies Act, 2013, the Managing Director of the
Company, if any, shall be empowered to carry on the day to day business affairs of the Company. He shall have
the general control, management and superintendence of the business of the Company with power to appoint
and to dismiss employees and to enter into contracts on behalf of the Company in the ordinary course of business
and to do and perform all other acts, deeds and things which in the ordinary course of business may be
considered necessary/proper or in the interest of the Company.
The Seal
80. (i) The Board shall provide for the safe custody of the seal.
(ii) The seal of the company shall may be affixed to any instrument except by the authority of a resolution of
the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least
two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two
directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company
is so affixed in their presence.
Dividends and Reserve
81. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended
by the Board.
82. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim
dividends as appear to it to be justified by the profits of the company.
83. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums
as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any
purpose to which the profits of the company may be properly applied, including provision for meeting
contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either
293be 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.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting
them aside as a reserve.
84. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof
the dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends
may be declared and paid according to the amounts of the shares.
(ii) 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.
(iii) 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.
85. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable
by him to the company on account of calls or otherwise in relation to the shares of the company.
86. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant
sent through the post directed to the registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the register of members, or to such
person and to such address as the holder or joint holders may in writing direct.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent
87. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other
monies payable in respect of such share.
88. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the
manner mentioned in the Act.
89. No dividend shall bear interest against the company.
90. No unclaimed Dividend shall be forfeited before the claim becomes barred by law, and unclaimed Dividends
shall be dealt with in accordance with the applicable provisions of the Act
Accounts
91. (i) The Board shall from time to time determine whether and to what extent and at what times and places and
under what conditions or regulations, the accounts and books of the company, or any of them, shall be open
to the inspection of members not being directors.
(ii) 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.
Winding Up
92. 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.
93. 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.
29494. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to accept
any shares or other securities whereon there is any liability.
Indemnity
95. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred
by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in
which he is acquitted or in which relief is granted to him by the court or the Tribunal.
295SECTION XII – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company
or contracts entered into more than two (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 into by our Company. These contracts, copies of which
will be attached to the copy of the Red Herring Prospectus, will be delivered to the ROC for registration/submission of
the Red Herring Prospectus and also the documents for inspection referred to hereunder, may be inspected at the
Registered Office of our Company and on our website at www.bdi-group.org, from date of filing of Red Herring
Prospectus with ROC on all Working Days until the Bid/Issue Closing Date.
A. Material Contracts for the Issue
1. Issue Agreement dated February 27, 2025 entered into between our Company and the Book Running Lead Manager.
2. Registrar Agreement dated March 04, 2025 entered into amongst our Company and the Registrar to the Issue.
3. Tripartite Agreement dated February 07, 2025 between our Company, NSDL and the Registrar to the Issue.
4. Tripartite Agreement dated February 21, 2025 between our Company, CDSL and the Registrar to the Issue.
5. Syndicate Agreement dated June 24, 2025 executed between our Company, Book Running Lead Manager and
Syndicate Member.
6. Banker to the Issue Agreement dated June 17, 2025 among our Company, Book Running Lead Manager, Banker to
the Issue and the Registrar to the Issue.
7. Market Making Agreement dated May 22, 2025 between our Company, Book Running Lead Manager and Market
Maker.
8. Underwriting Agreement dated May 22, 2025 amongst our Company and the Underwriters.
B. Material Documents for the Issue
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 April 16, 2010 under the Companies Act, 2013 issued by Assistant Registrar of
Companies, Registrar of Companies.
3. Certificate of incorporation dated December 24, 2024 issued under the Companies Act, 2013 by the, Central
Processing Centre, pursuant to conversion of our Company into a public limited company.
4. The resolution passed by the Board of Directors at its meeting held on January 21, 2025 and the resolution passed
by the Shareholders of the Company in EGM held on January 22, 2025 authorizing the Issue.
5. Resolution of the Board of Directors of the Company dated March 13, 2025 taking on record and approving the
Draft Red Herring Prospectus.
6. Resolution of the Board of Directors of the Company dated July 22, 2025 taking on record and approving this Red
Herring Prospectus.
7. Peer reviewed Auditor’s report for Restated Financials dated June 20, 2025 included in this Red Herring Prospectus.
8. The Statement of Tax Benefits dated June 20, 2025 from Peer reviewed Auditors included in this Red Herring
Prospectus.
9. Certificate on Key Performance Indicators (KPI’s) issued by Peer Review Auditor dated June 20, 2025.
29610. Non-Compete Agreement dated May 22, 2025 between B. D. Industries (Pune) Limited (Holding Company) and B.
D. Industries (India) Private Limited (Wholly Owned Subsidiary Company).
11. Certificate on Capacity Utilisation issued by Independent Chartered Engineer dated June 16, 2025.
12. Consent of the Promoter, Directors, the Book Running Lead Manager, Legal Counsel, Registrar to the Issue,
Independent Chartered Engineer, Statutory Auditor, Bankers to our Company, Company Secretary and Compliance
Officer and Chief Financial Officer, Banker to the Issue, Syndicate Member, Underwriters, and Market Maker as
referred to in their specific capacities.
13. In principle listing approval dated June 02, 2025 issued by BSE Limited.
14. Site Visit Report of the Issuer Company dated December 12, 2024, issued by the BRLM
15. Due Diligence Certificate dated July 22, 2025, issued by the BRLM.
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if
so, required in the interest of our Company or if required by the other parties, without reference to the shareholders
subject to compliance of the provisions contained in the Companies Act, 2013 and other relevant statutes.
297DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE CHAIRMAN AND MANAGING DIRECTOR OF OUR COMPANY
SD/-
Dalbirpal Saini
Chairman and Managing Director
Place: Mumbai
Date: July 22, 2025
298DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE WHOLE TIME DIRECTOR OF OUR COMPANY
SD/-
Sanjay Patil
Whole Time Director
Place: Mumbai
Date: July 22, 2025
299DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE NON-EXECUTIVE DIRECTOR OF OUR COMPANY
SD/-
Akshay Saini
Non-Executive Director
Place: Mumbai
Date: July 22, 2025
300DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE NON-EXECUTIVE DIRECTOR OF OUR COMPANY
SD/-
Rahul Saini
Non-Executive Director
Place: Mumbai
Date: July 22, 2025
301DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE NON-EXECUTIVE DIRECTOR OF OUR COMPANY
SD/-
Arti Saini
Non-Executive Director
Place: Mumbai
Date: July 22, 2025
302DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE NON-EXECUTIVE INDEPENDENT DIRECTOR OF OUR COMPANY
SD/-
Laxmidas Merchant
Non-Executive Independent Director
Place: Mumbai
Date: July 22, 2025
303DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE NON-EXECUTIVE INDEPENDENT DIRECTOR OF OUR COMPANY
SD/-
Sanjay Damani
Non-Executive Independent Director
Place: Mumbai
Date: July 22, 2025
304DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE NON-EXECUTIVE INDEPENDENT DIRECTOR OF OUR COMPANY
SD/-
Vijay Kalantri
Non-Executive Independent Director
Place: Mumbai
Date: July 22, 2025
305DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
SD/-
Pranshu Garg
Chief Financial Officer
Place: Mumbai
Date: July 22, 2025
306DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines
issued by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section
3 of the SEBI Act, as the case may be, have been complied with and no statement made in this Red Herring Prospectus
is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made in this Red
Herring Prospectus are true and correct.
SIGNED BY THE COMPANY SECRETARY AND COMPLIANCE OFFICER OF OUR COMPANY
SD/-
Prerana Bhargav Gor
Company Secretary and Compliance Officer
Place: Mumbai
Date: July 22, 2025
307