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DRAFT RED HERRING PROSPEC TUS
Dated: August 6, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Issue
(Please scan the QR Code to view the DRHP)
BLS POLYMERS LIMITED
24
CORPORATE IDENTITY NUMBER: U24111DL1991PLC042745
REGISTERED OFFICE TELEPHONE CORPORATE OFFICE TELEPHONE CONTACT PERSON, EMAIL
& WEBSITE
604, Indra Prakash, 21, Telephone: 1401 to 1409, 14th Floor, Telephone: Neha Kumar Sunit,
Barakhamba Road, New +91 114 352 6312 Vijaya Building, 17, +91 112 331 0658 Company Secretary and
Delhi – 110 001, Delhi, India Barakhamba Road, Compliance Officer
Connaught Place, Central
Delhi, New Delhi – 110 Website: www.blspolymers.com
001, Delhi, India
E-mail:
corporate@blspolymers.com
OUR PROMOTERS: VINOD AGGARWAL, SUSHIL AGGARWAL, MADHUKAR AGGARWAL, DIWAKAR AGGARWAL
AND KARAN AGGARWAL
DETAILS OF ISSUE TO PUBLIC
Type Fresh Issue size Offer for Sale Total Issue size Eligibility and Share Reservation among QIB, NII
&RII
Fresh Issue Up to 1,70,00,000 Not Applicable Up to 1,70,00,000 Equity The Issue is being made pursuant to Regulation 6(1) of
Equity Shares of Shares of face the Securities and Exchange Board of India (Issue of
face value of ₹ 10 each Capital and Disclosure Requirements) Regulations,
value of ₹ 10 each aggregating up to ₹ [•] lakhs 2018, as amended (“SEBI ICDR Regulations”). For
aggregating up to ₹ further details, see “Other Regulatory and Statutory
[•] lakhs Disclosures – Eligibility for the Issue” on page 395. For
details in relation to the share allocation and reservation
among QIBs, RIBs and NIBs, see “Issue Structure” on
page 413.
RISKS 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 of our
Company. The face value of our Equity Shares is ₹ 10 each. 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 and in accordance with SEBI ICDR Regulations, and as stated under “Basis for Issue Price” on page 130 of this Draft Red
Herring Prospectus, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be
traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless
they can afford to take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking an
investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the
Issue including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange
Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus.
Specific attention of the investors is invited to “Risk Factors” on page 33.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains
all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in
this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions
and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring
Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect.
LISTING
The Equity Shares, when issued through the Red Herring Prospectus, are proposed to be listed on the Stock Exchanges being National Stock
Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). For the purposes of this Issue, [•] is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER
NAME OF BOOK RUNNING LEAD MANAGER AND CONTACT PERSON EMAIL AND TELEPHONE
LOGOE-mail: mb@unistonecapital.com;
Brijesh Parekh Telephone: +91 22 4604 6494
Unistone Capital Private Limited
REGISTRAR TO THE ISSUE
NAME OF REGISTRAR CONTACT PERSON EMAIL AND TELEPHONE
E-mail: blsploymers.ipo@kfintech.com;
M. Murali Krishna
Telephone: + 91 406 716 2222 /1800 309 4001
KFin Technologies Limited
BID/ISSUE PROGRAMME
ANCHOR INVESTOR BIDDING DATE [●]* BID/ISSUE OPENS ON [●]* BID/ ISSUE CLOSES ON [●]**^
* Our 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.
** Our Company may, in consultation with the Book Running Lead Manager, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date in accordance with the SEBI ICDR Regulations.
^ UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.DRAFT RED HERRIN G PROSP ECTUS
Dated : August 6, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Building Issue
BLS POLYMERS LIMITED
BLS Polymers Limited (the “Issuer” or the “Company”) was incorporated under the Companies Act, 1956 as a public limited company pursuant to a certificate of incorporation dated January 16, 1991
issued by the Registrar of Companies, Delhi and Haryana at New Delhi. Further, a certificate for commencement of business dated April 23, 1991 was issued to our Company by the Additional Registrar
of Companies, Delhi and Haryana at New Delhi under Section 149(3) of the Companies Act, 1956. For further details, including in relation to change in registered office of our Company, see “History and
Certain Corporate Matters – Details of change in Registered Office” on page 242.
Registered Office: 604, Indra Prakash, 21, Barakhamba Road, New Delhi – 110 001, Delhi, India; Telephone: +91 114 352 6312;
Corporate Office: 1401 to 1409, 14th Floor, Vijaya Building, 17, Barakhamba Road, Connaught Place, Central Delhi, New Delhi – 110 001, Delhi, India; Telephone: +91 112 331 0658;
E-mail: corporate@blspolymers.com; Website: www.blspolymers.com; Contact Person: Neha Kumar Sunit, Company Secretary and Compliance Officer;
Corporate Identity Number: U24111DL1991PLC042745;
OUR PROMOTERS: VINOD AGGARWAL, SUSHIL AGGARWAL, MADHUKAR AGGARWAL, DIWAKAR AGGARWAL AND KARAN AGGARWAL
INITIAL PUBLIC OFFERING OF UP TO 1,70,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹ [●]
PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹ [•] LAKHS (“ISSUE”). THE ISSUE SHALL
CONSTITUTE [●]% 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 BOOK RUNNING LEAD MANAGER, AND WILL BE
ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH DAILY NATIONAL NEWSPAPER AND ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI
NATIONAL DAILY NEWSPAPER, HINDI BEING THE REGIONAL LANGUAGE OF NEW DELHI 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 BSE LIMITED (“BSE”) AND NATIONAL
STOCK EXCHANGE OF INDIA LIMITED (“NSE”, TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES, IN
ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE ISSUE PRICE IS [●] TIMES THE VALUE OF THE EQUITY SHARES.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Issue Period not exceeding
10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company, in consultation with Book Running Lead Manager, for reasons to be recorded in writing,
extend the Bid / Issue Period for a minimum period of one (1) Working Day, subject to the Bid/ Issue Period not exceeding a total of 10 Working Days. Any revision in the Price Band and the revised
Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the Book
Running Lead Manager and at the terminals of the Syndicate Member(s) and by intimation to the Designated Intermediaries and the Sponsor Banks, as applicable.
This is an Issue in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 31 of Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”). The Issue is being made through the Book Building Process in terms of Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company,
in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors, and the basis of such allocation will be on a discretionary basis by our Company, in consultation with the
BRLM, in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received
from the domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. In the event
of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (the “Net QIB Portion”).
Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a proportionate
basis to all QIB Bidders including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue shall be available for allocation to NIIs (“Non-
Institutional Category”) of which one-third of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹2.00 lakhs and up to ₹10.00 lakhs and two-
thirds of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more than ₹10.00 lakhs and under-subscription in either of these two sub-categories of Non-
Institutional Category may be allocated to Bidders in the other sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above
the Issue Price. Further, not less than 35% of the Issue shall be available for allocation to RIIs (“Retail Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids being received
from them at or above the Issue Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Issue only through the Application Supported by Blocked Amount (“ASBA”) process and
shall provide details of their respective bank account (including UPI ID (defined hereinafter) in case of UPI Bidders (defined hereinafter), if applicable, in which the corresponding Bid Amounts will be
blocked by the Self Certified Syndicate Banks (“SCSBs”) or by Sponsor Bank(s) under the UPI Mechanism, as applicable 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 417 of this Draft Red Herring Prospectus.
RISKS 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 of our Company. The face value of the Equity Shares is ₹ 10. The Floor Price,
the Cap Price and the Issue Price as determined and justified by our Company, in consultation with the BRLM, on the basis of the assessment of market demand for the Equity Shares by way of the Book
Building Process, in accordance with the SEBI ICDR Regulations, and as stated under “Basis for the Issue Price” on page 130 should not be taken to be indicative of the market price of the Equity Shares
after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment.
Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company
and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this
Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 33.
OUR COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue which
is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Draft Red Herring Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares, once issued through the Red Herring Prospectus, are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from the BSE and the NSE for
listing the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [•]. A copy of the Red Herring Prospectus and the
Prospectus shall be filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For further details of the material contracts and documents available for inspection from the
date of the Red Herring Prospectus until the Bid/ Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 474.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
Unistone Capital Private Limited KFin Technologies Limited
A/ 305, Dynasty Business Park, Andheri-Kurla Road, Andheri East, 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West),
Mumbai – 400 059, Maharashtra, India. Kurla, Mumbai – 400 070, Maharashtra, India.
Telephone: +91 22 4604 6494 Telephone: +91 406 716 2222/ 1800 309 4001
Facsimile: Not Applicable Facsimile: N.A.
Email: mb@unistonecapital.com Email: blsploymers.ipo@kfintech.com
Website: www.unistonecapital.com Website: www.kfintech.com
Investor grievance email: compliance@unistonecapital.com Investor grievance email: einward.ris@kfintech.com
Contact Person: Brijesh Parekh Contact Person: M. Murali Krishna
SEBI registration number: INM000012449 SEBI registration number: INR000000221
CIN: U65999MH2019PTC330850 CIN: L72400MH2017PLC444072
BID/ISSUE PROGRAMME
ANCHOR INVESTOR BIDDING DATE [●]* BID/ISSUE OPENS ON [●]* BID/ ISSUE CLOSES ON [●]**^
*Our 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.
**Our Company may, in consultation with the Book Running Lead Manager, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/ Issue Closing Date in accordance with the
SEBI ICDR Regulations.
^ UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANKTABLE OF CONTENTS
SECTION I – GENERAL ............................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................ 2
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION AND
MARKET DATA ............................................................................................................................................................. 19
FORWARD LOOKING STATEMENTS ....................................................................................................................... 23
SECTION II – SUMMARY OF THE ISSUE DOCUMENT ..................................................................................... 25
SECTION III – RISK FACTORS ................................................................................................................................ 33
SECTION IV – INTRODUCTION .............................................................................................................................. 80
THE ISSUE ...................................................................................................................................................................... 80
SUMMARY OF FINANCIAL STATEMENTS ............................................................................................................. 82
GENERAL INFORMATION .......................................................................................................................................... 86
CAPITAL STRUCTURE ................................................................................................................................................ 96
SECTION V – PARTICULARS OF THE ISSUE .................................................................................................... 115
OBJECTS OF THE ISSUE ............................................................................................................................................ 115
BASIS FOR ISSUE PRICE ........................................................................................................................................... 130
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................................ 138
SECTION VI – ABOUT OUR COMPANY .............................................................................................................. 144
INDUSTRY OVERVIEW ............................................................................................................................................. 144
OUR BUSINESS ........................................................................................................................................................... 211
KEY REGULATIONS AND POLICIES ...................................................................................................................... 234
HISTORY AND CERTAIN CORPORATE MATTERS .............................................................................................. 242
OUR MANAGEMENT ................................................................................................................................................. 246
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................................... 267
OUR GROUP COMPANIES ........................................................................................................................................ 275
DIVIDEND POLICY ..................................................................................................................................................... 278
SECTION VII – FINANCIAL STATEMENTS ........................................................................................................ 279
RESTATED FINANCIAL STATEMENTS .................................................................................................................. 279
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................... 344
OTHER FINANCIAL INFORMATION ....................................................................................................................... 373
CAPITALISATION STATEMENT .............................................................................................................................. 374
RELATED PARTY TRANSACTIONS ........................................................................................................................ 375
FINANCIAL INDEBTEDNESS ................................................................................................................................... 376
SECTION VIII – LEGAL AND OTHER INFORMATION ................................................................................... 382
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................................... 382
GOVERNMENT AND OTHER APPROVALS ........................................................................................................... 388
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................ 395
SECTION IX - ISSUE INFORMATION .................................................................................................................. 407
TERMS OF THE ISSUE ............................................................................................................................................... 407
ISSUE STRUCTURE .................................................................................................................................................... 413
ISSUE PROCEDURE .................................................................................................................................................... 417
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................. 438
SECTION X – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................................ 440
SECTION XI – OTHER INFORMATION ............................................................................................................... 474
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................................... 474
DECLARATION ........................................................................................................................................................... 47724
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
implies or requires, or unless otherwise specified, shall have the meaning as assigned below. References to
statutes, rules, regulations, guidelines, circulars, notifications, clarifications and policies will, unless the context
otherwise requires, be deemed to include all amendments, modifications and replacements notified thereto, as of
the date of this Draft Red Herring Prospectus, and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision.
In case of any inconsistency between the definitions given below and the definitions contained in the General
Information Document (as defined below), the definitions given below shall prevail.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the
extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations,
the SCRA, the Depositories Act or the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Industry Overview”, Key Regulations and Policies”, “Statement of
Special Tax Benefits”, “Financial Statements”, “Basis for Issue Price”, “Other Financial Information”,
“Outstanding Litigation and Material Developments” “Issue Procedure” and “Main Provisions of the Articles
of Association”, on pages 144, 234, 138, 279, 130, 373, 382, 417 and 474, respectively, will have the meaning
ascribed to such terms in those respective sections.
General Terms
Term Description
“Our Company”, “The BLS Polymers Limited, a company incorporated under the Companies Act,
Company” or “The Issuer” 1956, having its Registered Office at 604, Indra Prakash, 21, Barakhamba Road,
or “BLS” New Delhi – 110 001, Delhi, India.
“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company.
Company related terms
Term Description
“AoA” or “Articles” or The articles of association of our Company, as amended from time to time.
“Articles of Association”
“Auditors” or “Statutory The statutory auditors of our Company, namely M/s Nangia & Co. LLP,
Auditors” Chartered Accountants
“Audit Committee” The audit committee of our Board constituted in accordance with the
Companies Act, 2013 and the SEBI Listing Regulations, and as described in
“Our Management – Committees of our Board” on page 253.
“Board” or “Board of The board of directors of our Company. For details, see “Our Management –
Directors” Board of Directors” on page 246.
“Chairman and Managing Chairman and managing director of our Company, being, Karan Aggarwal.
Director” or “Chairman” or For further details, see “Our Management - Board of Directors” on page 246.
“Managing Director”
“Chartered Engineer” V M Shanbhag, Independent Chartered Engineer, appointed for the purpose
of issuing the certificate dated July 22, 2025 to certify the current installed
and utilised capacity of our Manufacturing Facility and the proposed capacity
utilization and the cost involved in the Proposed Expansion.
“Chief Financial Officer” Chief financial officer of our Company, namely, Arvind Kumar Agarwal
“Company Secretary” and Company secretary and compliance officer of our Company, being Neha
“Compliance Officer” Kumar Sunit. For details, see “Our Management – Key Managerial
Personnel” on page 264.
“Corporate Office” The Corporate Office of our Company located at 1401 to 1409, 14th Floor,
Vijaya Building, 17, Barakhamba Road, Connaught Place, Central Delhi,
New Delhi – 110 001, Delhi, India
224
Term Description
“Corporate Social The corporate social responsibility committee of our Board constituted in
Responsibility Committee” or accordance with the Companies Act, 2013, as described in “Our Management
“CSR Committee” – Committees of our Board” on page 253.
“CRISIL Intelligence” CRISIL Intelligence, a division of CRISIL Limited
“CRISIL Report” Industry Report titled “Market Assessment & Industry Report on Polymer
Compounding for cables & coatings Industry” dated July, 2025, issued by
CRISIL Intelligence a division of CRISIL Limited, which has been
commissioned and paid for by our Company exclusively in connection
with the Issue, a copy of which will be available on the website of
our Company at https://blspolymers.com/investor/industry-report from the
date of this Draft Red Herring Prospectus until the Bid/Issue Closing Date
“Director(s)” Director(s) on the Board of our Company, as appointed from time to time.
For details, see “Our Management” on page 246.
“Equity Shares” Equity shares of our Company of face value of ₹ 10 each
“Executive Director(s)” Executive director(s) of our Company. For further details, see “Our
Management - Board of Directors” on page 246.
“Group Companies” The group companies as disclosed in the chapter titled “Group Companies”
on page 275.
“Independent Chartered MRKS and Associates, Chartered Accountants, the independent chartered
Accountant” accountants appointed by our Company in connection with the Issue.
“Independent Director(s)” Independent directors on our Board, and who are eligible to be appointed as
independent directors under the provisions of the Companies Act and the
SEBI Listing Regulations. For further details of our Independent Directors,
see “Our Management” on page 246.
“KMP” or “Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb)
Personnel” of the SEBI ICDR Regulations and Section 2(51) of the Companies Act,
2013, and as disclosed in “Our Management - Key Managerial Personnel”
on page 264.
“Key Performance Indicators”/ Key financial and operational performance indicators of our Company, as
“KPIs” included in “Basis for the Issue Price”, “Our Business – Key Performance
Indicators” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations – Key Performance Indicators” on
pages 130, 214 and 357, respectively.
“Manufacturing Facility” The manufacturing facility of our Company situated at Plot No. M-36, 37,
M-40, 41, and M-42, 43 admeasuring 24,220 sq. mts. in the property known
as Verna Industrial Estate Phase III-B, Verna Margao – 403 723, Goa, India
“Materiality Policy” The materiality policy of our Company adopted pursuant to a resolution of
our Board of Directors dated August 6, 2025 for identification of the material
(a) outstanding litigation proceedings; (b) Group Companies; and (c)
creditors, pursuant to the requirements of the SEBI ICDR Regulations each
for the purposes of disclosure in this Draft Red Herring Prospectus, the Red
Herring Prospectus and the Prospectus.
“Memorandum” or The memorandum of association of our Company, as amended from time to
“Memorandum of time.
Association” or “MoA”
“Nomination and The nomination and remuneration committee of our Board constituted in
Remuneration Committee” accordance with the Companies Act, 2013 and the SEBI Listing Regulations,
and as described in “Our Management – Committees of our Board” on page
253.
“Non-Executive Director” Non-executive director of our Company, namely, Vinod Aggarwal. For
further details, see “Our Management - Board of Directors” on page 246.
“Promoter Group” Individuals and entities which constitute the promoter group of our Company
pursuant to Regulation 2(1)(pp) of the SEBI ICDR Regulations. For further
details, see “Our Promoter and Promoter Group” on page 267.
“Promoter(s)” Promoters of our Company namely, Vinod Aggarwal, Sushil Aggarwal,
Madhukar Aggarwal, Diwakar Aggarwal and Karan Aggarwal. For further
details, see “Our Promoters and Promoter Group” on page 267.
324
Term Description
“Proposed Expansion” The capital expenditure proposed to be funded from the Net Proceeds
towards expansion of our Manufacturing Facility to enhance the production
capacity of PE and XLPE compounds. For further details, see “Objects of the
Issue” on page 115.
“Registered Office” The registered office of our Company, situated at 604, Indra Prakash, 21,
Barakhamba Road, New Delhi – 110 001, Delhi, India.
“Registrar of Companies” or The Registrar of Companies, Delhi and Haryana at New Delhi
“RoC”
“Restated Financial The restated financial information of our Company which comprises (a) the
Statements” or “Restated restated statement of assets and liabilities as at March 31, 2025, March 31,
Financial Information” 2024, and March 31, 2023; (b) the restated statement of profit and loss
(including other comprehensive income) for the year ended March 31, 2025,
March 31, 2024, and March 31, 2023; (c) the restated statement of cash flow
for the year ended March 31, 2025, March 31, 2024, and March 31, 2023; (d)
the restated statement of changes in equity for the year ended March 31,
2025, March 31, 2024, and March 31, 2023; (e) the basis of preparation,
significant accounting policies for the year ended March 31, 2025, March 31,
2024, and March 31, 2023; and (d) other explanatory information, prepared
in accordance with the requirements of Section 26 of Part I of Chapter III of
the Companies Act, 2013, as amended; Paragraph (A) of Clause 11(I) of Part
A of Schedule VI of the SEBI ICDR Regulations; and the Guidance Note on
“Reports in Company Prospectuses (Revised 2019)” issued by ICAI.
“Senior Management” Senior management of our Company in accordance with Regulation 2(1)
(bbbb) of the SEBI ICDR Regulations and as disclosed in “Our
Management” on page 246.
“Shareholder(s)” The equity shareholders of our Company, from time to time
“Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, constituted in
Committee” accordance with the Companies Act, 2013 and the SEBI Listing Regulations,
as described in “Our Management – Committees of our Board” on page 253.
Issue Related Terms
Term Description
“Abridged Prospectus” Abridged prospectus means a memorandum containing such salient features
of a prospectus as may be specified by the SEBI in this behalf.
“Acknowledgement Slip” The slip or document issued by relevant Designated Intermediary(ies) to a
Bidder as proof of registration of the Bid cum Application Form.
“Allotment”, “Allot” or Unless the context otherwise requires, allotment of the Equity Shares
“Allotted” pursuant to the Issue to the successful Bidders.
“Allotment Advice” A note or advice or intimation of Allotment, sent to all the Bidders who have
Bid in the Issue after approval of the Basis of Allotment by the Designated
Stock Exchange.
“Allottee” A successful Bidder to whom the Equity Shares are Allotted.
“Anchor Investor” A QIB, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring
Prospectus who has bid for an amount of at least ₹ 1,000 lakhs.
“Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors during
Price” the Anchor Investor Bid/Issue Period in terms of the Red Herring Prospectus
and the Prospectus, which will be decided by our Company in consultation
with the BRLM, during the Anchor Investor Bid/ Issue Period.
“Anchor Investor Application The application form used by an Anchor Investor to Bid in the Anchor
Form” Investor Portion and which will be considered as an application for Allotment
in terms of the Red Herring Prospectus and the Prospectus.
“Anchor Investor Bidding The day, being one Working Day prior to the Bid/ Issue Opening Date, on
Date” which Bids by the Anchor Investors shall be submitted and allocation to the
Anchor Investors shall be completed.
“Anchor Investor Issue The final price at which the Equity Shares will be issued and Allotted to
Price” Anchor Investors in terms of the Red Herring Prospectus and the Prospectus,
424
Term Description
which price will be equal to or higher than the Issue Price but not higher than
the Cap Price. The Anchor Investor Issue Price will be decided by our
Company, in consultation with the BRLM
“Anchor Investor Pay-In With respect to the Anchor Investor(s), it shall be the Anchor Investor
Date” Bidding Date, and in the event the Anchor Investor Allocation Price is lower
than the Issue Price, a date not later than two Working Days after the Bid/
Issue Closing Date.
“Anchor Investor Portion” Up to 60% of the QIB Portion, which may be allocated by our Company in
consultation with the Book Running Lead Manager, to Anchor Investors on
a discretionary basis in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price, in accordance with
the SEBI ICDR Regulations
“Applications Supported by An application, whether physical or electronic, used by ASBA Bidders to
Blocked Amount” or make a Bid and authorising an SCSB to block the Bid Amount in the relevant
“ASBA” ASBA Account and will include applications made by UPI Bidders using the
UPI Mechanism where the Bid Amount will be blocked upon acceptance of
UPI Mandate Request by UPI Bidders using the UPI Mechanism.
“ASBA Account” A bank account maintained with an SCSB by an ASBA Bidder, as specified
in the ASBA Form submitted by ASBA Bidders for blocking the Bid Amount
mentioned in the relevant ASBA Form, which may be blocked by such SCSB
or the account of the UPI Bidders blocked upon acceptance of a UPI Mandate
Request made by the UPI Bidder using the UPI Mechanism, to the extent of
the Bid Amount of the ASBA Bidder.
“ASBA Bid” A Bid made by an ASBA bidder.
“ASBA Bidder” All Bidders except Anchor Investors
“ASBA Form(s)” An application form, whether physical or electronic, used by ASBA Bidders,
to submit Bids through the ASBA process, which will be considered as the
application for Allotment in terms of the Red Herring Prospectus and the
Prospectus.
“Banker(s) to the Issue” Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Issue
Account Bank(s) and the Sponsor Bank(s), as the case may be.
“Basis of Allotment” The basis on which the Equity Shares will be Allotted to successful Bidders
under the Issue, as described in “Issue Procedure” on page 417.
“Bid” An indication to make an issue during the Bid/Issue Period by an ASBA
Bidder pursuant to submission of the ASBA Form, or during the Anchor
Investor Bidding Date by an Anchor Investor, pursuant to the submission of
a Bid cum Application Form, to subscribe to or purchase the Equity Shares
at a price within the Price Band, including all revisions and modifications
thereto as permitted under the SEBI ICDR Regulations in terms of the Red
Herring Prospectus and the Bid cum Application Form.
The term “Bidding” shall be construed accordingly
“Bidder” or “Applicant Any investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form, and unless otherwise stated
or implied, includes an Anchor Investor
“Bid Amount” In relation to each Bid, the highest value of optional Bids indicated in the Bid
cum Application Form and, in the case of RIBs Bidding at the Cut off Price,
the Cap Price multiplied by the number of Equity Shares Bid for by such
RIBs and mentioned in the Bid cum Application Form and payable by the
Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case
may be, upon submission of the Bid.
“Bidding Centres” Centres at which the Designated Intermediaries shall accept the ASBA
Forms, i.e., Designated Branches for SCSBs, Specified Locations for the
Syndicate, Broker Centres for Registered Brokers, Designated RTA
Locations for RTAs and Designated CDP Locations for CDPs
524
Term Description
“Bid cum Application Form” Anchor Investor Application Form or the ASBA Form, as the context
requires
“Bid Lot” [●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity
Shares of face value of ₹ 10 each thereafter
“Bid/Issue Closing Date” Except in relation to any Bids received from the Anchor Investors, the date
after which the Designated Intermediaries will not accept any Bids, being [●],
which shall be published in all editions of [●] (a widely circulated English
daily national newspaper) and all editions of [●] (a widely circulated Hindi
national daily newspaper, Hindi being the regional language of New Delhi,
where our Registered Office is located), each with wide circulation.
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 Syndicate Members and by
intimation to the Designated Intermediaries and the Sponsor Bank, which
shall also be notified in an advertisement in the same newspapers in which
the Bid/Issue Opening Date was published, as required under the SEBI ICDR
Regulations
Our Company, in consultation with the Book Running Lead Manager may
consider closing the Bid/Issue Period for QIBs one Working Day prior to the
Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
“Bid/Issue Opening Date” Except in relation to Bids received from the Anchor Investors, the date on
which the Designated Intermediaries shall start accepting Bids for the Issue,
which shall also be notified in all editions of [●] (a widely circulated English
daily national newspaper) and all editions of [●] (a widely circulated Hindi
national daily newspaper, Hindi being the regional language of New Delhi,
where our Registered Office is located), each with wide circulation.
“Bid/Issue Period” Except in relation to Anchor Investors, the period between the Bid/Issue
Opening Date and the Bid/Issue Closing Date, inclusive of both days, during
which prospective Bidders can submit their Bids, including any revisions
thereto, in accordance with the SEBI ICDR Regulations and in terms of the
Red Herring Prospectus. Provided that the Bidding shall be kept open for a
minimum of three Working Days for all categories of Bidders, other than
Anchor Investors.
Our Company may, in consultation with the Book Running Lead Manager,
consider closing the Bid/Issue Period for the QIB Category one Working Day
prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR
Regulations. The Bid/Issue Period will comprise Working Days only.
“Book Building Process” The book building process, as described in Part A, Schedule XIII of the SEBI
ICDR Regulations, in terms of which the Issue will be made
“Book Running Lead The book running lead manager to the Issue, namely Unistone Capital Private
Manager” or “BRLM” Limited
“Broker Centre” The broker centres notified by the Stock Exchanges where Bidders can
submit the ASBA Forms to a Registered Broker (in case of UPI Bidders, only
using UPI Mechanism).
The details of such Broker Centres, along with the names and contact details
of the Registered Brokers are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com).
“CAN” or “Confirmation of The note or advice or intimation of allocation of the Equity Shares sent to
Allocation Note” Anchor Investors who have been allocated Equity Shares on / after the
Anchor Investor Bidding Date
“Cap Price” The higher end of the Price Band, i.e. ₹ [●] per Equity Share, above which
the Issue Price and the Anchor Investor Issue Price will not be finalised and
above which no Bids will be accepted, including any revisions thereof. The
624
Term Description
Cap Price shall be at least 105% of the Floor Price and shall not exceed 120%
of the Floor Price.
“Cash Escrow and Sponsor Agreement dated [●] to be entered into and amongst our Company, the
Bank Agreement” Registrar to the Issue, the Book Running Lead Manager, the Syndicate
Members, the Escrow Collection Bank(s), Public Issue Bank(s), Sponsor
Bank and Refund Bank(s) in accordance with Circular on Streamlining of
Public Issues, for inter alia, the appointment of the Sponsor Bank in
accordance, for the collection of the Bid Amounts from Anchor Investors,
transfer of funds to the Public Issue Account(s) and where applicable, refunds
of the amounts collected from Bidders, on the terms and conditions thereof
“Circular on Streamlining of SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
Public Issues” or “UPI 2019, along with the circular issued by the NSE having reference no. 23/2022
Circular” dated July 22, 2022, and having reference number 25/2022 dated August 3,
2022 and the circular issued by BSE Limited having reference no. 20220702-
30 dated July 22, 2022, and having reference no. 20220803-40 dated August
3, 2022, SEBI master circular number
SEBI/HO/CFD/PoD1/P/CIR/2024/0154 dated November 11, 2024 and any
subsequent circulars or notifications issued by the SEBI or the Stock
Exchanges in this regard.
“Client ID” Client identification number maintained with one of the Depositories in
relation to the demat account
“Collecting Depository A depository participant as defined under the Depositories Act, 1996
Participant” or “CDP” registered with SEBI and who is eligible to procure Bids from relevant
Bidders at the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI, as per the list available on the websites of BSE and NSE, as updated
from time to time
“Collecting Registrar and Registrar and share transfer agents registered with SEBI and eligible to
Share Transfer Agents” or procure Bids at the Designated RTA Locations in terms of circular no.
“CRTAs” CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI
Circulars.
“Cut-off Price” The Issue Price, as finalized by our Company, in consultation with the Book
Running Lead Manager which shall be any price within the Price Band.
Only Retail Individual Bidders Bidding in the Retail Portion, are entitled to
Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-
Institutional Bidders are not entitled to Bid at the Cut-off Price.
“Demographic Details” Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/ husband, investor status, occupation and bank account details and UPI
ID, where applicable
“Designated CDP Locations” Such locations of the CDPs where Bidders (other than Anchor Investors) can
submit the ASBA Forms, a list of which, along with names and contact details
of the Collecting Depository Participants eligible to accept ASBA Forms are
available on the websites of the respective Stock Exchanges
(www.bseindia.com and www.nseindia.com), and updated from time to time
“Designated Date” The date on which the Escrow Collection Bank(s) transfer funds from the
Escrow Accounts(s) to the Public Issue Account(s) or the Refund Account(s),
as the case may be, and instructions are given to the SCSBs (in case of UPI
Bidders using UPI Mechanism, instructions through the Sponsor Bank(s)) for
the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the
Public Issue Account(s) or the Refund Account(s), as appropriate, in terms
of the Red Herring Prospectus and the Prospectus following which Equity
Shares will be Allotted in the Issue to the successful Bidders.
“Designated Intermediaries” In relation to ASBA Forms submitted by RIBs (not using the UPI
mechanism) by authorizing an SCSB to block the Bid Amount in the ASBA
Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount
will be blocked upon acceptance of UPI Mandate Request by such UPI
724
Term Description
Bidder using the UPI Mechanism, Designated Intermediaries shall mean
Syndicate, sub-Syndicate/agents, Registered Brokers, CDPs, SCSBs and
RTAs.
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investor)
and Non-Institutional Bidders (not using the UPI mechanism), Designated
Intermediaries shall mean Syndicate, sub-Syndicate/ agents, SCSBs,
Registered Brokers, the CDPs and RTAs
“Designated RTA Locations” Such locations of the RTAs where Bidders (other than Anchor Investors) can
submit the ASBA Forms to RTAs, a list of which, along with names and
contact details of the RTAs eligible to accept ASBA Forms are available on
the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com), and updated from time to time
“Designated SCSB Such branches of the SCSBs which shall collect ASBA Forms, a list of which
Branches” is available on the website of the SEBI at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
) and updated from time to time, and at such other websites as may be
prescribed by SEBI from time to time
“Designated Stock [•]
Exchange”
“Draft Red Herring This draft red herring prospectus dated August 6, 2025, filed with SEBI and
Prospectus” or “DRHP” Stock Exchanges and issued in accordance with the SEBI ICDR Regulations,
which does not contain complete particulars of the Issue, including the price
at which the Equity Shares are issued and the size of the Issue, and includes
any addenda or corrigenda thereto
“Eligible FPIs” FPI(s) that are eligible to participate in this Issue in terms of applicable laws,
other than individuals, corporate bodies and family offices.
“Eligible NRIs” NRI(s) from jurisdictions outside India where it is not unlawful to make an
offer or invitation under the Issue and in relation to whom the ASBA Form
and the Red Herring Prospectus will constitute an invitation to subscribe to
or to purchase the Equity Shares.
“Escrow Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow
Collection Bank(s) and in whose favour Anchor Investors will transfer
money through direct credit/ NEFT/ RTGS/NACH in respect of Bid Amounts
when submitting a Bid
“Escrow Collection Bank(s)” The banks which are clearing members and registered with SEBI as bankers
to an issue under the Securities and Exchange Board of India (Bankers to an
Issue) Regulations, 1994, and with whom the Escrow Account(s) will be
opened in relation to the Issue for Bids by Anchor Investors, in this case being
[●].
“First Bidder” or “Sole The Bidder whose name shall be mentioned in the Bid cum Application Form
Bidder” or the Revision Form and in case of joint Bids, whose name shall also appear
as the first holder of the beneficiary account held in joint names
“Floor Price” The lower end of the Price Band, i.e., ₹ [●] subject to any revision(s) thereto,
at or above which the Issue Price and the Anchor Investor Issue Price will be
finalized and below which no Bids, will be accepted and which shall not be
less than the face value of the Equity Shares
“Fraudulent Borrower” Fraudulent Borrower as defined under Regulation 2(1)(111) of the SEBI
ICDR Regulations.
“Fugitive Economic An individual who is declared a fugitive economic offender under Section 12
Offender” of the Fugitive Economic Offenders Act, 2018 as amended.
“General Information The General Information Document for investing in public issues prepared
Document” or “GID” and issued in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and modified
and updated pursuant to the circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50)
dated March 30, 2020 and the UPI Circulars, as amended from time to time.
The General Information Document shall be available on the websites of the
Stock Exchanges and the BRLM.
824
Term Description
“Gross Proceeds” The total Issue Proceeds to be raised pursuant to the Issue.
“Issue” The issuance of up to 1,70,00,000 Equity Shares of face value of ₹ 10 each
at ₹ [●] per Equity Share of face value of ₹ 10 each (including a share
premium of ₹[•] per Equity Share) aggregating up to ₹ [•] lakhs by our
Company. The Issue will constitute [●] % of the post-Issue paid-up Equity
Share capital of our Company.
“Issue Agreement” The agreement dated August 6, 2025 entered amongst our Company and the
Book Running Lead Manager, pursuant to the SEBI ICDR Regulations,
based on which certain arrangements are agreed to in relation to the Issue.
“Issue Price” ₹ [•] per Equity Share, being the final price within the Price Band at which
the Equity Shares will be Allotted to successful Bidders other than Anchor
Investors, in terms of the Red Herring Prospectus and Prospectus.
Equity Shares will be Allotted to Anchor Investors at the Anchor Investor
Issue Price which will be decided by our Company in consultation with the
BRLM in terms of the Red Herring Prospectus and the Prospectus. The Issue
Price will be determined by our Company, in consultation with the BRLM
on the Pricing Date, in accordance with the Book Building Process and in
terms of the Red Herring Prospectus.
“Issue Proceeds” The Net Proceeds which shall be available to our Company. For further
information about use of the Issue, see “Objects of the Issue” on page 115.
“Maximum RIB Allottees” Maximum number of RIBs who can be allotted the minimum Bid Lot. This
is computed by dividing the total number of Equity Shares available for
Allotment to RIBs by the minimum Bid Lot, subject to valid Bids being
received at or above the Issue Price.
“Mobile App(s)” The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId= 43 or such other website as may be updated from time to time,
which may be used by UPI Bidders to submit Bids using the UPI Mechanism
as provided under ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
Monitoring Agency [•]
Monitoring Agency Agreement dated [●], entered between our Company and the Monitoring
Agreement Agency
“Mutual Fund” Mutual funds registered with SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996
“Mutual Fund Portion” Upto 5% of the Net QIB Portion (excluding the Anchor Investor Portion), or
[●] Equity Shares of face value of ₹ 10 each which shall be available for
allocation to Mutual Funds only on a proportionate basis, subject to valid
Bids being received at or above the Issue Price.
“Net Proceeds” The Gross Proceeds less our Company’s share of the Issue-related expenses
applicable to the Issue. For further details about use of the Net Proceeds and
the Issue related expenses, see “Objects of the Issue” on page 115.
“Net QIB Portion” The portion of the QIB Portion less the number of Equity Shares Allotted to
the Anchor Investors.
“Non-Institutional Investors” All Bidders that are not QIBs or Retail Individual Bidders and who have Bid
or “NII(s)” or “Non- for Equity Shares for an amount of more than ₹ 2 lakhs (but not including
Institutional Bidders” or NRIs other than Eligible NRIs).
“NIB(s)”
“Non-Institutional Portion” The portion of the Issue being not less than 15% of the Issue consisting of
[●] Equity Shares of face value of ₹ 10 each which shall be made available
for allocation to Non-Institutional Bidders in accordance with SEBI ICDR
Regulations, subject to valid Bids being received at or above the Issue Price,
out of which (i) one third shall be reserved for NIBs with application size
exceeding ₹ 2 lakhs up to ₹ 10 lakhs; and (ii) two-thirds shall be reserved for
NIBs with application size exceeding ₹ 10 lakhs.
924
Term Description
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 Bidders.
“Non-Resident” or “NRI” Person resident outside India, as defined under FEMA and includes NRIs,
FVCIs, VCFs, and FPIs.
“Objects / Objects of the The objects for which the Net Proceeds from the Issue are proposed to be
Issue” utilized, as disclosed in “Objects of the Issue” on page 115.
“Price Band” Price band of a minimum price of ₹ [●] per Equity Share of face value of ₹
10 each (Floor Price) and the maximum Price of ₹ [●] per Equity Share of
face value of ₹ 10 each (Cap Price) and includes revisions thereof, if any. The
Cap Price shall be at least 105% of the Floor Price and shall not exceed than
120% of the Floor Price.
The Price Band and the minimum Bid Lot for the Issue will be decided by
our Company, in consultation with the Book Running Lead Manager, and
will be advertised in all editions of [●] (a widely circulated English daily
national newspaper) and all editions of [●] (a widely circulated Hindi national
daily newspaper, Hindi being the regional language of New Delhi, where our
Registered Office is located), each with wide circulation, at least two
Working Days prior to the Bid/Issue Opening Date, with the relevant
financial ratios calculated at the Floor Price and at the Cap Price and shall be
made available to the Stock Exchange for the purpose of uploading on their
respective websites
“Pricing Date” The date on which our Company, in consultation with the Book Running
Lead Manager, will finalize the Issue Price
“Promoters’ Contribution” Aggregate of 20% of the fully diluted post-Issue Equity Share capital of our
Company that is eligible to form part of the minimum promoters’
contribution, as required under the provisions of the SEBI ICDR Regulations,
held by our Promoters, which shall be locked-in for a period of three years
from the date of Allotment.
“Prospectus” The prospectus to be filed with the RoC for this Issue in accordance with the
provisions of Section 26 of the Companies Act and the SEBI ICDR
Regulations containing, inter alia, the Issue Price that is determined at the
end of the Book Building Process, the size of the Issue and certain other
information, including any addenda or corrigenda thereto.
“Public Issue Account(s)” Bank account(s) to be opened with the Public Issue Account Bank(s) under
Section 40(3) of the Companies Act to receive monies from the Escrow
Account(s) and ASBA Accounts on the Designated Date.
“Public Issue Account The bank(s) which are clearing members and registered with the SEBI as a
Bank(s)” banker to an issue under the Securities and Exchange Board of India (Bankers
to an Issue) Regulations, 1994, with which the Public Issue Account(s) shall
be opened, being [●].
“QIB Portion” The portion of the Issue (including the Anchor Investor Portion) being not
more than 50% of the Issue consisting of [●] Equity Shares of face value of
₹ 10 each which shall be available for allocation on a proportionate basis to
QIBs (including Anchor Investors), subject to valid Bids being received at or
above the Issue Price or Anchor Investor Issue Price (for Anchor Investors).
“Qualified Institutional A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the
Buyers” or “QIBs” SEBI ICDR Regulations
“QIB Bidders” QIBs who Bid in the Issue.
“QIB Bid/Issue Closing In the event our Company, in consultation with the BRLM, decide to close
Date” Bidding by QIBs one day prior to the Bid/Issue Closing Date, the date one
day prior to the Bid/Issue Closing Date; otherwise, it shall be the same as the
Bid/Issue Closing Date.
“Red Herring Prospectus” or The red herring prospectus to be issued by our Company in accordance with
“RHP” Section 32 of the Companies Act, 2013 and the provisions of SEBI ICDR
Regulations, which will not have complete particulars of the price at which
the Equity Shares will be issued and the size of the Issue, including any
addenda or corrigenda thereto. The red herring prospectus will be filed with
1024
Term Description
the RoC at least three working days before the Bid/ Issue Opening Date and
will become the Prospectus upon filing with the RoC on or after the Pricing
Date
“Refund Account(s)” The account opened with the Refund Bank(s), from which refunds, if any, of
the whole or part of the Bid Amount to the Anchor Investors shall be made.
“Refund Bank(s)” The Banker(s) to the Issue with whom the Refund Account(s) will be opened,
in this case being [●]
“Registered Broker” Stock brokers registered with the stock exchanges having nationwide
terminals other than the members of the Syndicate, and eligible to procure
Bids in terms of the circular No. CIR/CFD/14/2012 dated October 4, 2012
and the UPI Circulars issued by SEBI
“Registrar Agreement” The agreement dated August 6, 2025 entered into amongst our Company and
the Registrar to the Issue in relation to the responsibilities and obligations of
the Registrar to the Issue pertaining to the Issue
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to
Agents” or “RTAs” procure Bids at the Designated RTA Locations in terms of SEBI Master
Circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23,
2025, and the UPI circular, as per the lists available on the websites of BSE
and NSE.
“Registrar” or “Registrar to KFin Technologies Limited
the Issue”
“Resident Indian” A person resident in India, as defined under FEMA
“Retail Individual Bidders” Individual Bidders who have Bid for the Equity Shares for an amount not
or “RIB(s)” or “Retail more than ₹ 2 lakhs in any of the bidding options in the Issue (including HUFs
Individual Investors” or applying through their Karta and Eligible NRIs and does not include NRIs
“RII(s)” other than Eligible NRIs).
“Retail Portion” The portion of the Issue being not less than 35% of the Issue comprising of
[●] Equity Shares of face value of ₹ 10 each, which shall be available for
allocation to Retail Individual Bidders in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Issue Price.
“Revision Form” Form used by the Bidders to modify the quantity of the Equity Shares or the
Bid Amount in any of their ASBA Form(s) or any previous Revision Form(s),
as applicable
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at
any stage. Retail Individual Bidders Bidding in the Retail Portion, can revise
their Bids during the Bid/Issue Period and withdraw their Bids until Bid/Issue
Closing Date
“SCORES” SEBI Complaints Redress System
“Self Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA
Bank(s)” or “SCSB(s)” (other than using the UPI Mechanism), a list of which is available on the
website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId= 34 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId= 35, as applicable or such other website as may be prescribed by
SEBI from time to time; and (b) in relation to ASBA (using the UPI
Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId= 40, or such other website as may be prescribed by SEBI from
time to time.
In relation to Bids (other than Bids by Anchor Investor) submitted to a
member of the Syndicate, the list of branches of the SCSBs at the Specified
Locations named by the respective SCSBs to receive deposits of Bid cum
Application Forms from the members of the Syndicate is available on the
website of the SEBI
1124
Term Description
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=
yes&intmId =35) and updated from time to time.
For more information on such branches collecting Bid cum Application
Forms from the Syndicate at Specified Locations, see the website of the SEBI
at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId= 35 as updated from time to time. In accordance with SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and
SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
UPI Bidders Bidding using the UPI Mechanism may apply through the
SCSBs and mobile applications whose names appears on the website of the
SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?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.
“SMS” Short Messaging Service
“Specified Locations” The Bidding centres where the Syndicate shall accept Bid cum Application
Forms from relevant Bidders, a list of which is available on the website of
SEBI (www.sebi.gov.in), and updated from time to time
“Sponsor Bank(s)” Bank(s) registered with the SEBI which will be appointed by our Company
to act as a conduit between the Stock Exchanges and the NPCI in order to
push the mandate collect requests and/ or payment instructions of the UPI
Bidders using the UPI mechanism and carry out any other responsibilities in
terms of the UPI Circulars, the Sponsor Bank(s) in this case being [●] and
[●].
“Stock Exchange(s)” Collectively, BSE Limited and National Stock Exchange of India Limited
“Sub-Syndicate Members” The sub-syndicate members, if any, appointed by the BRLM and the
Syndicate Members, to collect ASBA Forms and Revision Forms
“Syndicate Agreement” The agreement to be entered into among our Company, the Registrar to the
Issue, the BRLM and the Syndicate Members in relation to collection of Bid
cum Application Forms by the Syndicate.
“Syndicate Members” Intermediaries (other than Book Running Lead Manager) registered with
SEBI who are permitted to accept bids, application and place orders with
respect to the Issue and carry out activities as an underwriter namely, [●]
“Syndicate” or “members of Together, the Book Running Lead Manager and the Syndicate Members
the Syndicate”
“Systemically Important Systemically important non-banking financial company as defined under
Non-Banking Financial Regulation 2(1)(iii) of the SEBI ICDR Regulations.
Company” or “NBFC-SI”
“T+3 SEBI Circular” SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9,
2023.
“Underwriters” [●]
“Underwriting Agreement” The agreement to be entered into amongst the Underwriters and our Company
on or after the Pricing Date, but prior to filing of the Red Herring Prospectus
or the Prospectus with the RoC, as the case may be.
“UPI” Unified Payments Interface, which is an instant payment mechanism
developed by NPCI
“UPI Bidders” Collectively, individual investors applying as (i) Retail Individual Bidders in
the Retail Portion, and (ii) Non-Institutional Bidders with an application size
of more than ₹ 2 lakhs and up to ₹ 5 lakhs in the Non-Institutional Portion,
and Bidding under the UPI Mechanism through ASBA Form(s) submitted
with Syndicate Members, Registered Brokers, Collecting Depository
Participants and Registrar and Share Transfer Agents.
Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April
5, 2022, as amended by the SEBI ICDR Master Circular , all individual
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Term Description
investors applying in public issues where the application amount is up to ₹ 5
lakhs shall use UPI and shall provide their UPI ID in the Bid Cum Application
Form submitted with: (i) a syndicate member, (ii) a stock broker registered
with a recognized stock exchange (whose name is mentioned on the website
of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange
as eligible for such activity), and (iv) a registrar and share transfer agent
(whose name is mentioned on the website of the stock exchange as eligible
for such activity).
“UPI ID” ID created on UPI for single-window mobile payment system developed by
the NPCI
“UPI Mandate Request” A request (intimating the UPI Bidder by way of a notification on the UPI
application and by way of a SMS directing the UPI Bidder to such UPI
application) to the UPI Bidder using the UPI Mechanism initiated by the
Sponsor Bank to authorize blocking of funds in the relevant ASBA Account
through the UPI application equivalent to Bid Amount and subsequent debit
of funds in case of Allotment
In accordance with the SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI
Circular No. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, as
amended by the SEBI ICDR Master Circular, UPI Bidders Bidding using the
UPI Mechanism may apply through the SCSBs and mobile applications
whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=
yes&int mId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=
yes&intmId=43) respectively, as updated from time to time
“UPI Mechanism” The mechanism that may be used by a UPI Bidder to make a Bid in the Issue
in accordance with the UPI Circulars
“UPI PIN” Password to authenticate UPI transaction
“Wilful Defaulter” A wilful defaulter, as defined under the SEBI ICDR Regulations
“Working Day” All days, on which commercial banks in Mumbai, Maharashtra are open for
business; provided however, with reference to (a) announcement of Price
Band; and (b) Bid/Issue Period, “Working Day” shall mean all days except
Saturday, Sunday and public holidays on which commercial banks in
Mumbai, Maharashtra are open for business and (c) the time period between
the Bid/Issue Closing Date and the listing of the Equity Shares on the Stock
Exchanges, “Working Day” shall mean all trading days of Stock Exchanges,
excluding Sundays and bank holidays in India, as per the circular issued by
SEBI from time to time
Technical/Industry Related Terms/Abbreviations
Term Description
3LPE Coating Three layer polyethylene coating system
ABS Acrylonitrile Butadiene Styrene
ACS Average Cost of Supply
ADSS Cable All-dielectric self-supporting cable
AI Artificial Intelligence
AMRUT Atal Mission for Rejuvenation and Urban Transformation
ASTM American Society for Testing and Materials
BESS The battery energy storage system
BIS Bureau of Indian Standards
BPCL Bharat Petroleum Corporation Limited
BSNL Bharat Sanchar Nigam Limited
CFC Cable Filling Compounds
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Term Description
CGD City Gas Distribution
CNG Compressed Natural Gas
COVID Corona Virus 2019
CPSE Central Public Sector Enterprise
CSR Corporate Social Responsibility
DDUGJY Deen Dayal Upadhyaya Gram Jyoti Yojana
EHV Extra High Voltage
EIL Engineers India Limited
EVA Ethylene Vinyl Acetate
FBE Fusion Bonded Epoxy
FHTC Functional Household Tap Connection
FRLS Flame Retardant Low Smoke
GAIL Gas Authority of India Limited
GEC Green Energy Corridor
GSPL Gujarat State Petronet Limited
GW Gigawatt
HDPE Polyethylene
HELP Hydrocarbon Exploration and Licensing Policy
HFFR Halogen Free Flame Retardant
HPCL Hindustan Petroleum Corporation Limited
HVJ Hazira-Vijaipur-Jagdishpur
IMF International Monetary Fund
IOCL Indian Oil Corporation Limited
ISO International Organization for Standardization
IPDS Integrated Power Development Scheme
JJM Jal Jeevan Mission
LLDPE Linear Low-Density Polyethylene
LSZH Low Smoke Zero Halogen
LV Low Voltage
MDPE Medium-Density Polyethylene
MEA The Middle East and Africa
NERPSIP Northeastern Regional Power System Improvement Project
NOFN National Optical Fibre Network
NRDWP National Rural Drinking Water Programme
OALP The Open Acreage Licensing Policy
OFC/ OF Cable Optical Fiber Cables
ONGC Oil and Natural Gas Corporation
PBT Polybutylene Terephthalate
PC Polycarbonate
PE Polyethylene
PET Polyethylene Terephthalate
PFCE Private Final Consumption Expenditure
PIJF Cable Polythene Jelly Filled Cable
PLI Production Linked Incentive
PNG Piped Natural Gas
PNGRB Petroleum and Natural Gas Regulatory Board
PP Polypropylene
PPP Public-Private Partnership
PS Polystyrene
PSP Pumped Storage Projects
PSTN Public Switched Telephone Network
PVC Polyvinyl Chloride
RDSS Revamped Distribution Sector Scheme
SAUBHAGYA Sahaj Bijli Har Ghar Yojana
SAUNI Saurashtra Narmada Avtaran Irrigation
TBCB Tariff-Based Competitive Bidding
TPA Tonne per annum
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Term Description
TPE Thermoplastic Elastomers
TPU Thermoplastic Polyurethanes
UAE United Arab Emirates
VGF Viability Gap Funding
WTR Water Tree Retardant
XLPE Cross-Linked Polyethylene
Key Performance Indicators
Term Description
Current Ratio Current Ratio is a liquidity ratio that measures our ability to pay short-term
obligations (those which are due within one year) and is calculated by dividing
the current assets by current liabilities
Debt to Equity ratio Debt to equity ratio is calculated by dividing the debt (i.e., borrowings (current
and non-current) and lease liabilities by total equity (which includes issued
capital and all other equity reserves)
EBITDA EBITDA refers to earnings before interest, taxes, depreciation, amortisation,
gain or loss from continued operations and exceptional items
EBITDA Margin EBITDA Margin refers to EBITDA during a given period as a percentage of
revenue from operations during that period
EPS EPS is Earnings per share calculated as Profit attributable to shareholders of
the company divided by the weighted average number of shares outstanding
during the period
Growth in EBITDA Growth in EBITDA means growth in % terms of the current year as compared
to the preceding year
Growth in PAT Growth in PAT means growth in % terms of the current year as compared to
the preceding year
NAV / Book Value NAV / Book Value is defined as Net Asset Value and is calculated as
Shareholders Net worth divided by the weighted average number of shares
outstanding during the period
Net Profit Ratio/Margin Net Profit Ratio/Margin quantifies our efficiency in generating profits from our
revenue and is calculated by dividing our net profit after taxes by our revenue
from operations
Profit after Tax Profit after Tax refers to sum of total income less total expenses after
considering the tax expense
Return on Capital Return on Capital Employed is calculated as EBIT divided by capital
Employed employed. Capital employed is calculated as net worth and total debt add Net
Deferred Tax (Liabilities)
Return on Equity or RoE Return on equity is equal to profit for the year divided by the average equity
and is expressed as a percentage
Return on Net Worth or Return on Net Worth is Equity share capital add reserves and other equity,
RoNW return that is net profit is divided by Net worth to calculate this ratio
Return on Total Assets Return on Total Assets is calculated as return that is net profit is divided by the
total assets during the year
Revenue from Operations Revenue from Operations means the Revenue from Operations as appearing in
the Restated Consolidated Financial Statements
Conventional and General Terms or Abbreviations
Term Description
“AGM” Annual General Meeting
“AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012, as amended
“AIFs” Alternative investment funds as defined in and registered under the AIF
Regulations
“AS” Accounting standards issued by the Institute of Chartered Accountants of
India, as notified from time to time
“Bn” Billion
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Term Description
“BSE” BSE Limited
“BTI Regulations” Securities and Exchange Board of India (Bankers to an Issue) Regulations,
1994, as amended
“Calendar Year” or “year” Unless the context otherwise requires, shall refer to the twelve month period
ending December 31
“Category I AIF” AIFs who are registered as “Category I Alternative Investment Funds” under
the SEBI AIF Regulations
“Category I FPIs” FPIs who are registered as “Category I Foreign Portfolio Investors” under
the SEBI FPI Regulations
“Category II AIF” AIFs who are registered as “Category II Alternative Investment Funds”
under the SEBI AIF Regulations
“Category II FPIs” FPIs who are registered as “Category II Foreign Portfolio Investors” under
the SEBI FPI Regulations
“Category III AIF” AIFs who are registered as “Category III Alternative Investment Funds”
under the SEBI AIF Regulations
“CDSL” Central Depository Services (India) Limited
“CFO” Chief Financial Officer
“CIN” Corporate Identity Number
“Companies Act, 1956” Erstwhile Companies Act, 1956 along with the relevant rules made
thereunder
“Companies Act” / Companies Act, 2013, along with the relevant rules, regulations,
“Companies Act, 2013” clarifications, circulars and notifications issued thereunder, as amended to
the extent currently in force
“COVID-19” A public health emergency of international concern as declared by the World
Health Organization on January 30, 2020, and a pandemic on March 11,
2020
“Depositories Act” Depositories Act, 1996 read with the rules and regulations thereunder
“Depository” or NSDL and CDSL
“Depositories”
“DIN” Director Identification Number
“DP ID” Depository Participant’s Identification Number
“DP” or “Depository A depository participant as defined under the Depositories Act
Participant”
“EGM” Extraordinary general meeting
“EPS” Earnings per share
“FDI Policy” The consolidated foreign direct policy bearing DPITT file number
5(2)/2020-FDI Policy dated October 15, 2020, and effective from October
15, 2020, issued by the Department of Promotion of Industry and Internal
Trade, Ministry of Commerce and Industry, Government of India, and any
modifications thereto or substitutions thereof, issued from time to time
“FDI” Foreign direct investment
“FEMA Non-debt Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Instruments Rules”
“FEMA Regulations” Foreign Exchange Management (Transfer of Issue of Security by a Person
Resident outside India) Regulations, 2017, as amended
“FEMA” Foreign Exchange Management Act, 1999, as amended, including the rules
and regulations thereunder
“Financial Year”, “Fiscal”, Period of twelve months commencing on April 1 of the immediately
“FY” or “F.Y.” preceding calendar year and ending on March 31 of that particular year,
unless stated otherwise
“FIPB” The erstwhile Foreign Investment Promotion Board
“FIR” First information report
“FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2019, as amended
“FPI(s)” Foreign Portfolio Investor, as defined under the FPI Regulations
“Fugitive Economic A fugitive economic offender as defined under the Fugitive Economic
Offender” Offenders Act, 2018, as amended
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Term Description
“FVCI Regulations” Foreign Venture Capital Investors (as defined under the Securities and
Exchange Board of India (Foreign Venture Capital Investor) Regulations,
2000) registered with SEBI
“FVCI” Foreign venture capital investors, as defined and registered with SEBI under
the FVCI Regulations
“GDP” Gross domestic product
“GoI” or “Government” or Government of India
“Central Government”
“GST” Goods and services tax
“HUF” Hindu undivided family
“IAS Rules” Companies (Indian Accounting Standards) Rules, 2015, as amended
“ICAI” The Institute of Chartered Accountants of India
“IFRS” International Financial Reporting Standards of the International Accounting
Standards Board
“IGAAP” or “Indian GAAP” Accounting standards notified under section 133 of the Companies Act,
2013, read with Companies (Accounting Standards) Rules, 2006, as
amended and the Companies (Accounts) Rules, 2014, as amended
“Ind AS 24” Indian Accounting Standard 24, “Related Party Disclosures”, notified by the
Ministry of Corporate Affairs under Section 133 of the Companies Act, 2013
read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended and other relevant provisions of the Companies Act, 2013
“Ind AS 37” Indian Accounting Standard 37, “Provisions, Contingent Liabilities and
Contingent Assets”, notified by the Ministry of Corporate Affairs under
Section 133 of the Companies Act, 2013 read with IAS Rules
“Ind AS” or “Indian Indian Accounting Standards notified under Section 133 of the Companies
Accounting Standards” Act, 2013 read with IAS Rules
“India” Republic of India
“Insider Trading Regulations” Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended
“IPO” Initial public offer
“ISIN” International Securities Identification Number
“IST” Indian standard time
“IT Act” The Income Tax Act, 1961
“IT” Information technology
“KYC” Know Your Customer
“SEBI Listing Regulations” Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
“Lacs” Lakhs
“MCA” Ministry of Corporate Affairs, Government of India
“MCLR” Marginal Cost of Funds Based Landing Rate
“MSME” Small scale undertakings as per the Micro, Small and Medium Enterprises
Development Act, 2006
“MTPA” Metric tonnes per annum
“Mn” Million
“N.A.” or “NA” Not applicable
“NAV” Net asset value
“NBFC” Non-Banking Financial Company
“NEFT” National electronic fund transfer
“No.” Number
“NPCI” National Payments Corporation of India
“NRE Account” Non-resident external account established in accordance with the Foreign
Exchange Management (Deposit) Regulations, 2016, as amended
“NRI” or “Non-Resident Non-Resident Indian as defined under the FEMA Regulations
Indian”
“NRO Account” Non-resident ordinary account established in accordance with the Foreign
Exchange Management (Deposit) Regulations, 2016, as amended
“NSDL” National Securities Depository Limited
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Term Description
“NSE” National Stock Exchange of India Limited
“OCB” or “Overseas A company, partnership, society or other corporate body owned directly or
Corporate Body” indirectly to the extent of at least 60% by NRIs including overseas trusts in
which not less than 60% of the beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date was eligible to undertake transactions pursuant
to the general permission granted to OCBs under the FEMA. OCBs are not
allowed to invest in the Issue
“PAN” Permanent account number allotted under the Income Tax Act, 1961, as
amended
“RBI” Reserve Bank of India
“RD” Regional Director, Northern Region, Ministry of Corporate Affairs
“Rs.” or “Rupees” or “₹” or Indian Rupees
“INR”
“RTGS” Real time gross settlement
“SBEB Regulations 2021” Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as amended
“SCRA” Securities Contracts (Regulation) Act, 1956, as amended
“SCRR” Securities Contracts (Regulation) Rules, 1957, as amended
“SEBI Act” Securities and Exchange Board of India Act, 1992, as amended
“SEBI ICDR Regulations” Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended
“SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations,
Regulations” 1992, as amended
“SEBI ICDR Master Circular” SEBI master circular with number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
dated November 11, 2024
“SEBI RTA Master Circular” SEBI master circular bearing number SEBI/HO/MIRSD/MIRSD-
PoD/P/CIR/2025/91 dated June 23, 2025
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act
“Sr.” Serial
“State Government” Government of a State of India
“Tn” Trillion
“Takeover Regulations” Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011, as amended
“U.S. GAAP” Generally Accepted Accounting Principles in the United States of America
“U.S.A”/ “U.S.”/ “United United States of America and its territories and possessions, including any
States” state of the United States
“USD” or “US$” United States Dollars
“VCFs” Venture capital funds as defined in and registered with the SEBI under the
Securities and Exchange Board of India (Venture Capital Fund) Regulations,
1996, as amended or the Securities and Exchange Board of India (Alternative
Investment Funds) Regulations, 2012, as amended, as the case may be
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CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL
INFORMATION AND MARKET DATA
Certain Conventions
All references to “India” in this Draft Red Herring Prospectus are to the Republic of India and its territories and
possession and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable. All references to the
“U.S.”, “US”, “U.S.A” or “United States” are to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time.
Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page
numbers of this Draft Red Herring Prospectus.
Financial Data
Unless the context otherwise requires or indicates, the financial information (including financial ratios) and any
percentage amounts (excluding certain operational metrics), as set forth in “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 33, 211 and
344, respectively, and elsewhere in this Draft Red Herring Prospectus have been derived from our Restated
Financial Statements.
The restated financial information of our Company which comprises (a) the restated statement of assets and
liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023; (b) the restated statement of profit and loss
(including other comprehensive income) for the year ended March 31, 2025, March 31, 2024, and March 31,
2023; (c) the restated statement of cash flow for the year ended March 31, 2025, March 31, 2024, and March 31,
2023; (d) the restated statement of changes in equity for the year ended March 31, 2025, March 31, 2024, and
March 31, 2023; (e) the basis of preparation, significant accounting policies for the year ended March 31, 2025,
March 31, 2024, and March 31, 2023; and (d) other explanatory information, prepared in accordance with the
requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended; Paragraph (A) of
Clause 11(I) of Part A of Schedule VI of the SEBI ICDR Regulations; and the Guidance Note on “Reports in
Company Prospectuses (Revised 2019)” issued by ICAI. For further details, see “Restated Financial Statements”
on page 279.
For further information on our Company’s financial information, see “Financial Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 279 and 344, respectively.
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 calendar year. Reference in this Draft Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial
Year is to the 12 months ended on March 31 of such year, unless otherwise specified.
The degree to which the financial information included in this Draft Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, Ind AS, the Companies Act and SEBI ICDR Regulations. Any reliance by persons not familiar with
the aforementioned policies and laws on the financial disclosures presented in this Draft Red Herring Prospectus
should be limited. There are significant differences between Ind AS, Indian GAAP, U.S. GAAP and IFRS. Our
Company does not provide a reconciliation of its financial statements with Indian GAAP, IFRS or U.S. GAAP
requirements. Our Company has not attempted to explain those differences or quantify their impact on the
financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors
regarding such differences and their impact on our financial data. For further details in connection with risks
involving differences between Ind AS and other accounting principles, see “Risk Factors – Risk Factor 68 -
Significant differences exist between Ind AS used to prepare our financial information and other accounting
principles, such as U.S. GAAP and IFRS, which may affect investors’ assessments of our Company’s financial
condition” on page 72. Further, any figures sourced from third-party industry sources may be rounded off to other
than two decimal points to conform to their respective sources.
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Unless the context otherwise indicates, any percentage amounts or ratios (excluding certain operational metrics),
relating to the financial information of our Company in this Draft Red Herring Prospectus have been calculated
on the basis of our Restated Consolidated Financial Information, as applicable.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row.
Further, any figures sourced from third party industry sources may be rounded off to other than to the second
decimal to conform to their respective sources.
Non-GAAP Financial Measures
Certain non-GAAP measures and other operating metrices such as Earnings before interest tax depreciation and
amortization (EBITDA), Return on Equity (ROE), Debt to Equity ratio, Return on capital employed (ROCE),
Return on Net Worth (RoNW), Return on total assets (ROA) and Current ratio presented in this Draft Red Herring
Prospectus are a supplemental measure of our performance and liquidity that are not required by, or presented in
accordance with, Ind AS, US GAAP, or IFRS. Further, these Non-GAAP Measures and other operating matrices
are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not
be considered in isolation or construed as an alternative to cash flows, profit for the period / year or any other
measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash
flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or US
GAAP. In addition, these Non-GAAP Measures are not a standardised term, hence a direct comparison of similarly
titled Non-GAAP Measures and other operating matrices between companies may not be possible. Other
companies may calculate the Non-GAAP Measures and other operating matrices differently from us, limiting its
usefulness as a comparative measure. Although the Non-GAAP Measures and other operating matrices are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate
a company’s operating performance.
Currency and Units of Presentation
All references to:
• ‘Rupees’ or ‘₹’ or ‘Rs.’ or INR are to Indian Rupees, the official currency of the Republic of India;
• ‘U.S.$’, ‘U.S. Dollar’, ‘USD’ or ‘U.S. Dollars’ are to United States Dollars and the official currency of the
United States of America;
• “Euro” or “€” are to Euro, the official currency of certain states of the European Union; and
• “AED” are to the United Arab Emirates dirham and the official currency of the United Arab Emirates.
In this Draft Red Herring Prospectus, our Company has presented certain numerical information. Except otherwise
stated, all figures have been expressed in lakhs. One lakh represents ₹ 0.1 million or 1,00,000. However, where
any figures that may have been sourced from third-party industry sources are expressed in denominations other
than lakhs, such figures appear in this Draft Red Herring Prospectus expressed in such denominations as provided
in their respective sources.
Time
All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated
otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year.
Exchange Rates
This Draft Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees
that have been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be
2024
construed as a representation that these currency amounts could have been, or can be converted into Indian Rupees,
at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Indian Rupee and other foreign currencies:
Currency As on March 31, 2025** (₹) As on March 31, 2024 (₹)* As on March 31, 2023 (₹)
1 USD 85.58 83.37 82.22
1 EUR 92.32 90.22 89.61
1 AED 23.33 22.72 22.40
(Source: www.fbil.org.in)
*Since March 29, 2024 was a public holiday and March 30, 2024 and March 31, 2024 were Saturday and Sunday, respectively, exchange
rates as of March 28, 2024 have been considered for disclosure in the aforementioned table.
**Since March 31, 2025 was a public holiday and March 29, 2025 and March 30, 2025 were Saturday and Sunday, respectively, exchange
rates as of March 28, 2025 have been considered for disclosure in the aforementioned table.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from the report titled “Market Assessment & Industry Report on Polymer Compounding for cables &
coatings Industry” dated July, 2025 prepared by CRISIL Intelligence, which has been prepared exclusively for
the purpose of understanding the industry in connection with the Issue and commissioned and paid for by our
Company, pursuant to the engagement letter dated January 22, 2025. The CRISIL Report is available on the
website of our Company at the following web-link: https://blspolymers.com/investor/industry-report until the Bid
/ Issue Closing Date. Unless otherwise indicated, all financial, operational, industry and other related information
derived from the CRISIL Report and included in this Draft Red Herring Prospectus with respect to any particular
year, refers to such information for the relevant calendar year. CRISIL Intelligence is an independent agency
which has no relationship with our Company, our Promoters, any of our Directors, Key Managerial Personnel,
Senior Management Personnel or the Book Running Lead Manager. The CRISIL Report is subject to the following
disclaimer:
“Crisil Intelligence, a division of Crisil Limited, provides independent research, consulting, risk solutions, and
data & analytics to its clients. Crisil Intelligence operates independently of Crisil’s other divisions and
subsidiaries, including, Crisil Ratings Limited. Crisil Intelligence’s informed insights and opinions on the
economy, industry, capital markets and companies drive impactful decisions for clients across diverse sectors and
geographies. Crisil Intelligence’s strong benchmarking capabilities, granular grasp of sectors, proprietary
analytical frameworks and risk management solutions backed by deep understanding of technology integration,
makes it the partner of choice for public & private organisations, multi-lateral agencies, investors and
governments for over three decades.
For the preparation of the report, Crisil Intelligence has relied on third party data and information obtained from
sources which in its opinion are considered reliable. Any forward-looking statements contained in the report are
based on certain assumptions, which in its opinion are true as on the date of the report and could fluctuate due
to changes in factors underlying such assumptions or events that cannot be reasonably foreseen. The report does
not consist of any investment advice and nothing contained in the report should be construed as a recommendation
to invest/disinvest in any entity. The industry report is intended for use only within India.”
Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but accuracy, completeness relevance
of such information shall be subject to the disclaimers, context and underlying assumptions of such sources. The
data used in these sources may have been reclassified by us for the purposes of presentation and may also not be
comparable. The excerpts of the Industry Report are disclosed in this Draft Red Herring Prospectus and there are
no parts, Information, data (which may be relevant for the proposed Issue), left out or changed in any manner.
The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful
depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such
information. There are no standard data gathering methodologies in the industry in which our Company conducts
business and methodologies, and assumptions may vary widely among different market and industry sources. In
addition, certain data in relation to our Company used in this Draft Red Herring Prospectus has been obtained or
derived from the CRISIL Report which may differ in certain respects from our Restated Financial Information as
a result of, inter alia, the methodologies used in compiling such data. Accordingly, investment decision should
2124
not be made based on such information.
Such information involves risks, uncertainties and numerous assumptions and is subject to change based on
various factors, including those discussed in “Risk Factors – Risk Factor 70 - This Draft Red Herring Prospectus
contains information from an industry report prepared by CRISIL Intelligence, commissioned by us for the
purpose of the Issue for an agreed fee” on page 72. Accordingly, no investment decision should be solely made
on the basis of such information. In accordance with the disclosure requirements under the SEBI ICDR
Regulations, “Basis for the Issue Price” on page 130 includes information relating to our peer group companies.
Such information has been derived from publicly available sources specified therein.
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FORWARD LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may
be described as “forward-looking statements”. These forward-looking statements include statements which can
generally be identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”,
“could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will”, “will continue”,
“seek to”, “will achieve”, “will likely”, “will pursue” or other words or phrases of similar import. Similarly,
statements that describe the strategies, objectives, plans or goals of our Company are also forward-looking
statements. All statements regarding our expected financial conditions, results of operations, business plans and
prospects are forward-looking statements. These forward-looking statements include statements as to our business
strategy, plans, revenue and profitability (including, without limitation, any financial or operating projections or
forecasts) and other matters discussed in this Draft Red Herring Prospectus that are not historical facts. However,
these are not the exclusive means of identifying forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. All forward-looking statements
are subject to risks, uncertainties, expectations and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement.
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 industry in which our Company operates and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general
economic and political conditions in India and globally which have an impact on our business activities,
investments, or the industry in which we operate, the monetary and fiscal policies of India, inflation, deflation,
unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the
performance of the financial markets in India and globally, changes in domestic laws, regulations and taxes,
changes in competition in the industry in which we operate and incidents of any natural calamities and/or acts of
violence. Certain important factors that could cause actual results to differ materially from our Company’s
expectations include, but are not limited to, the following:
1. During the Fiscals 2025, 2024 and 2023, we derived 81.59%, 80.49% and 94.32% of our revenue from the
sale of wire and cable polymer compounds. Any loss of sales due to reduction in demand for such products
would have a material adverse effect on our business, financial condition, results of operations and cash
flows.
2. Our business largely depends upon our top 10 customers which contributed 64.44%, 50.52% and 51.02% in
the Fiscal 2025, 2024 and 2023. The loss of any of these customers could have a material adverse effect on
our business, financial condition, results of operations and cash flows .
3. We do not have firm commitment agreements with our customers. If our customers choose not to source
their requirements from us, there may be a material adverse effect on our business, financial condition, cash
flows and results of operations.
4. In order to sell our products to certain industries, we are required to enlist our products with government
agencies. Inability to enlist our products, may limit our access to key infrastructure projects as well as
business scalability.
5. As of March 31, 2025, we derive 93.04% of our revenue from operations from repeat orders of our customers.
Any loss of, or a significant reduction in the repeat orders received by us could adversely affect our business,
results of operations, financial condition and cash flows.
For further discussion of factors that could cause our actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business”, “Industry Overview” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 33, 211, 144 and 344, respectively. By their nature,
certain market risk disclosures are only estimates and could be materially different from what actually occurs in
the future. As a result, actual gains or losses could materially differ from those that have been estimated.
There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward
2324
looking statements and not to regard such statements to be a guarantee of our future performance.
Forward-looking statements reflect current views as on the date of this Draft Red Herring Prospectus 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. Neither our Company, our
Directors, the BRLM nor any of their respective affiliates have any obligation to update or otherwise revise any
statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events,
even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our
Company will ensure that the Bidders in India are informed of material developments until the time of the grant
of listing and trading permission by the Stock Exchanges for the Equity Shares pursuant to the Issue.
In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments pertaining to our Company and the Equity Shares from the date of this Draft Red Herring
Prospectus until the date of Allotment
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SECTION II – SUMMARY OF THE ISSUE DOCUMENT
This section is a general summary of the terms of the Issue, certain disclosures included in this Draft Red Herring
Prospectus is not exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red
Herring Prospectus or all details relevant to prospective investors. This summary should be read in conjunction
with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red
Herring Prospectus, including the sections titled “Risk Factors”, “The Issue”, “Capital Structure”, “Industry
Overview”, “Our Business”, “Objects of the Issue”, “Our Promoter and Promoter Group”, “Financial
Statements”, “Management’s Discussions and Analysis of Financial Condition and Results of Operations”,
“Outstanding Litigation and Material Developments”, and “Issue Structure”, on pages 33, 80, 96, 144, 211, 115,
267, 279, 344, 382 and 413, respectively.
Summary of the primary business of our Company
We are a manufacturer of multiple grades of custom formulated polymer compounds, catering to diversified
critical industries such as telecommunication, power, railways, water, oil and gas distribution, among others.
Polymer compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and
cables used in power, telecommunication and railway industries as well as coating of underground oil, gas and
water pipelines, in order to provide a protective infrastructure from corrosion and external environmental factors.
(Source: CRISIL Report) Our product portfolio is well diversified to offer varied solutions in the wire and cables
and infrastructure industry.
Summary of the industry in which our Company operates
Polymer compounding in India represents a crucial segment of the polymer industry, serving as a vital link
between raw polymer manufacturers and end-product manufacturers. The Indian polymer compounding market
has experienced consistent growth over the past few years, driven by increasing demand across various end-use
industries. The market expanded from USD 5,967 million in 2019 to USD 8,330 million in 2023. This growth
was fueled by rapid industrialization, rising demand from the automotive, construction and infrastructure,
packaging, telecommunications, electrical & electronics, wires & cables, and an increasing shift toward
lightweight and high-performance polymer materials. The market is expected to grow at a CAGR of ~8.2% from
2024 to 2029, reaching a value of USD 13,415 million. (Source: CRISIL Report)
Name of the Promoters
Our Promoters are Vinod Aggarwal, Sushil Aggarwal, Madhukar Aggarwal, Diwakar Aggarwal and Karan
Aggarwal. For further details, see “Our Promoters and Promoter Group” on page 267.
Issue Size
Issue of up to 1,70,00,000 Equity Shares of face value of ₹ 10 for cash at a price of ₹ [●] per Equity Share of face
value of ₹ 10 each aggregating up to ₹ [•] lakhs. The Issue shall constitute [●] % of the post-Issue paid-up Equity
Share capital of our Company.
The Issue has been authorized by resolutions passed by our Board in their meeting held on June 25, 2025 and by
our Shareholders in an Extra-Ordinary General Meeting held on July 24, 2025.
For details, see “Issue Structure” on page 413.
Objects of the Issue
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(₹ in lakhs)
Particulars Amount(1)
Financing the capital expenditure requirement towards expansion of our Manufacturing Facility by 6,984.32
increasing the manufacturing capacity of certain of our existing products
Funding working capital requirements of our Company 7,500.00
General Corporate Purposes(1) [●]
Net Proceeds(1) [●]
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(1)To be finalised upon determination of the Issue Price and updated in the Prospectus prior to the filing of the Prospectus
with the RoC. The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
For further details, see “Objects of the Issue” on page 115.
Aggregate pre-Issue Shareholding of our Promoters and the members of our Promoter Group
The aggregate pre-Issue shareholding of our Promoters and the members of our Promoter Group as a percentage
of the pre-Issue paid up Equity Share Capital of our Company is set out below:
S. No. Name of the Shareholder No. of Equity Shares of % of total pre-Issue paid
face value of ₹ 10 each up equity share capital
Promoters
1. Vinod Aggarwal 72,78,880 16.16
2. Sushil Aggarwal 63,87,780 14.19
3. Madhukar Aggarwal 46,29,030 10.28
4. Diwakar Aggarwal 72,37,139 16.07
5. Karan Aggarwal 44,82,392 9.95
Total (A) 3,00,15,221 66.65
Promoter Group
6. Intime Finance & Investment Private Limited 23,59,070 5.24
7. Fragrance Credit & Securities Private Limited 20,63,600 4.58
8. V. S. Estates Private Limited 21,46,613 4.77
9. Kavita Aggarwal 16,41,500 3.65
10. Alka Aggarwal 16,41,500 3.65
11. Rachna Aggarwal 11,68,279 2.59
12. Wonder Rock Finance and Investment Private 23,83,299 5.29
Limited
13. New Line Finance & Investment Private Limited 9,28,151 2.06
14. Hillman Properties Private Limited 23,450 0.05
Total (B) 1,43,55,462 31.88
Total ((A)+(B)) 4,43,70,683 98.53
For further details, see “Capital Structure” on page 96.
Aggregate pre-Issue shareholding of our Promoters, our Promoter Group and additional Top 10
Shareholders, if any
Except as disclosed below, none of our Promoters, members of Promoter Group and additional top 10 shareholders
hold any Equity Shares in our Company as at the date of this Draft Red Herring Prospectus:
S. No. Pre-Issue shareholding at the date of this Draft Red Post-Issue shareholding as at the date of Allotment(1)(2)
Herring Prospectus At the lower end of the At the upper end of the
Price Band (₹ [●]) Price Band (₹ [●])
Name of the Number of Shareholding Number of Shareholdin Number Shareholding
Shareholder Equity (in %) Equity g (in %)* of Equity (in %)*
Shares Shares* Shares*
Promoters
1. Vinod Aggarwal 72,78,880 16.16 [•] [•] [•] [•]
2. Sushil Aggarwal 63,87,780 14.19 [•] [•] [•] [•]
3. Madhukar Aggarwal 46,29,030 10.28 [•] [•] [•] [•]
4. Diwakar Aggarwal 72,37,139 16.07 [•] [•] [•] [•]
5. Karan Aggarwal 44,82,392 9.95 [•] [•] [•] [•]
Total (A) 3,00,15,221 66.65 [•] [•] [•] [•]
Promoter Group
6. Intime Finance & 23,59,070 5.24 [•] [•] [•] [•]
Investment Private
Limited
7. Fragrance Credit & 20,63,600 4.58 [•] [•] [•] [•]
Securities Private
Limited
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S. No. Pre-Issue shareholding at the date of this Draft Red Post-Issue shareholding as at the date of Allotment(1)(2)
Herring Prospectus At the lower end of the At the upper end of the
Price Band (₹ [●]) Price Band (₹ [●])
Name of the Number of Shareholding Number of Shareholdin Number Shareholding
Shareholder Equity (in %) Equity g (in %)* of Equity (in %)*
Shares Shares* Shares*
8. V. S. Estates Private 21,46,613 4.77 [•] [•] [•] [•]
Limited
9. Kavita Aggarwal 16,41,500 3.65 [•] [•] [•] [•]
10. Alka Aggarwal 16,41,500 3.65 [•] [•] [•] [•]
11. Rachna Aggarwal 11,68,279 2.59 [•] [•] [•] [•]
12. Wonder Rock 23,83,299 5.29 [•] [•] [•] [•]
Finance and
Investment Private
Limited
13. New Line Finance & 9,28,151 2.06 [•] [•] [•] [•]
Investment Private
Limited
14. Hillman Properties 23,450 0.05 [•] [•] [•] [•]
Private Limited
Total (B) 1,43,55,462 31.88 [●] [●] [●] [●]
Total ((A)+(B)) 4,43,70,683 98.53 [●] [●] [●] [●]
Additional top 10 Shareholders#
15. [•] [•] [•] [•] [•] [•] [•]
Total (B) [•] [•] [•] [•] [•] [•]
*The pre-Issue and post-Issue shareholding shall be updated in the Prospectus.
(1)To be updated upon finalisation of Price Band. Assuming full subscription in the Issue. The post-Issue shareholding details as at Allotment
will be based on the actual subscription and the Issue Price and updated in the Prospectus, subject to finalization of the Basis of Allotment.
(2) Based on the Issue price of ₹ [●] and subject to finalisation of the basis of allotment.
#To be updated in the Prospectus.
For further details, see “Capital Structure” on page 96.
Summary of Select Financial Information
The following information has been derived from our Restated Financial Statements for the Financial Years ended
March 31, 2025, March 31, 2024, and March 31, 2023:
(₹ in lakhs, except per share data)
Particulars As at and for the Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
Equity Share capital 960.17 960.17 960.17
Net Worth(1) 6,794.19 4,682.72 3,925.75
Revenue from operations(2) 32,843.59 29,635.83 31,461.61
Profit / (loss) after tax for the 2,113.60 752.20 624.98
period / year
Earnings per share (basic) (in ₹)(3) 4.69 1.67 1.39
Earnings per share (diluted) (in 4.69 1.67 1.39
₹)(4)
Net Asset Value per Equity Share 15.09 10.40 8.72
(in ₹)(5)
Total Borrowings(6) 7,392.23 9,376.69 8,959.97
Notes:
(1) Net worth is calculated as Equity share capital add Other equity.
(2) Revenue from operations is total turnover during the financial year.
(3) Earnings per share (basic) is calculated as Profit after tax divided by total number of shares outstanding during the year.
(4) Earnings per share (diluted) is calculated as Profit after tax divided by total number of shares outstanding during the year and diluted
shares outstanding if any.
(5) Net asset value per share is calculated as Net worth divided by total number of shares outstanding during the year.
(6) Total borrowings is long term add short term borrowings
For further details, see “Financial Statements” and “Other Financial Information” on pages 279 and 373,
respectively.
Auditor qualifications which have not been given effect to in the Restated Financial Statements
Except as disclosed in the chapter titled “Risk Factors – Risk Factor 10 - Our Statutory Auditors have included
2724
certain emphasis of opinion in the independent auditors’ report for the Fiscals 2025, 2024 and 2023” on page 40
of this Draft Red Herring Prospectus, there are no qualifications included by the Statutory Auditors in the
independent auditor’s report issued for the preceding three Fiscals. Further, there are no qualifications which have
not been given effect to in the Restated Financial Statements.
Summary of Outstanding litigation
A summary of outstanding litigation proceedings involving our Company, our Directors, our Promoters and our
Group Companies as on the date of this Draft Red Herring Prospectus as disclosed in the section titled
“Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR Regulations and the
Materiality Policy is provided below:
Category of No. of No. of Tax No. of Disciplinary No. of Aggregate
individuals / Criminal Proceedings Statutory or actions by SEBI or Material amount
entities Proceedings (direct and Regulatory Stock Exchanges civil involved* (₹
indirect tax) Proceedings against our litigation# in lakhs)
Promoters in the
last five years,
including
outstanding action
Company
By the 13^ Nil Nil Nil 1 233.59
Company
Against the Nil 4 Nil Nil Nil 84.24
Company
Directors
By the Nil Nil Nil Nil Nil Nil
Directors
Against the Nil Nil Nil Nil Nil Nil
Directors
Promoters
By the Nil Nil Nil Nil Nil Nil
Promoters
Against the Nil Nil Nil Nil Nil Nil
Promoters
Litigation involving our Group Companies#
By the Group Nil Nil Nil Nil Nil Nil
Companies
Against the Nil 1 Nil Nil Nil 8.49
Group
Companies
Key Managerial Personnel
By the Key Nil Nil Nil Nil Nil Nil
Managerial
Personnel
Against the Key Nil Nil Nil Nil Nil Nil
Managerial
Personnel
Senior Management Personnel
By the Senior Nil Nil Nil Nil Nil Nil
Management
Personnel
Against the Nil Nil Nil Nil Nil Nil
Senior
Management
Personnel
#In accordance with the Materiality Policy.
*To the extent quantifiable.
^Matters are not quantifiable.
For further details, see “Outstanding Litigation and Other Material Developments” on page 382.
Risk factors
Specific attention of Investors is invited to the section “Risk Factors” on page 33. Investors are advised to read
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the risk factors carefully before taking an investment decision in the Issue.
Summary of contingent liabilities
Following are the details as per the Restated Financial Statements as at and for Financial Years ended March 31,
2025, March 31, 2024 and March 31, 2023:
(₹ in lakhs)
Particulars For the Year For the Year For the Year
ended ended ended
March 31, March 31, March 31,
2025 2024 2023
Contingent Liabilities
a. Outstanding bank guarantees with
- IOCL 800.00 800.00 800.00
- others* 93.54 122.34 361.83
b. GST Appeal 18-19 -Goa & Delhi** 54.83 - -
c. Undisputed income tax demand*** 2.36 2.36 2.36
d. Custom duty liability in respect of matters in appeal 5.31 5.31 5.31
e. Disputed income tax demand for AY 2023-24** 24.10 - -
f. Letter of comfort (Financial Guarantee) given on behalf of related 900.00 - -
party (Refer Note 38)
Capital Commitments
a. Estimated value of contract remaining to be executed on capital 236.21 - -
account and not provided for (net of capital advances of INR 119.97
Lacs (March 31, 2024: Nil and March 31, 2023: Nil)##
* Includes Bank Guarantees in USD 2,000 (March 31, 2024: USD 37,595 and March 31, 2023: USD 86,508).
** The company is contesting the demands and the management, including its tax advisors, believe that it’s position will likely be upheld in
the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that
the ultimate outcome of proceeding will not be having materially adverse effect on the company financial position and results of operations.
The company has deposited the amount of INR 5.48 Lacs amount of pre-deposit under GST appeals.
*** Includes undisputed o/s income tax demand pertaining to AY 2014-15 & AY 2013-14
## Estimated value of contract remaining to be executed on capital account and not provided for amounting to USD 2,76,500 (net of capital
advances of USD 1,18,500 (March 31, 2024: Nil and March 31, 2023: Nil).
For further details, please see the section titled “Financial Statements- Restated Financial Statements – Notes to
Restated Financial Statements – Annexure VI – Note 29 - Contingent Liabilities and Commitments (to the extent
not provided for)” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” at pages 319 and 344, respectively of this Draft Red Herring Prospectus.
Summary of related party transactions
Following is a summary of the related party transactions entered into by our Company for the Financial Years
ended March 31, 2025, March 31, 2024, and March 31, 2023, as per Ind AS 24 - Related Party Disclosures,
derived from our Restated Financial Statements, is detailed below:
(₹ in lakhs)
Particulars Related Party 2024-25 2023-24 2022-23
(a) Key Managerial Personnel
Remuneration / Perquisite / Professional Fess / Mr. Vinod Aggarwal - 53.10 38.94
Reimbursement Given Mr. Dinesh Sharma 12.16 10.61 10.53
Mr. Siddharth Aggarwal - 9.41 7.85
Rent Given Mr. Vinod Aggarwal 0.12 0.12 0.12
Mr. Karan Aggarwal 8.68 8.68 8.04
Imprest Given Mr. Karan Aggarwal 20.89 13.20 22.99
Mr. Dinesh Sharma 2.80 2.50 1.82
Mr. Siddharth Aggarwal - 0.02 -
Outstanding as at year end:
Remuneration / Professional Fees Payable Mr. Vinod Aggarwal - 4.05 2.97
Remuneration Payable Mr. Dinesh Sharma 0.84 0.89 0.79
Remuneration Payable Mr. Siddharth Aggarwal - 0.58 0.63
Rent Payable Mr. Vinod Aggarwal 0.04 0.06 0.04
Amount Receivable as at year end:
Imprest payable Mr. Dinesh Sharma 0.27 0.20 -
(b) Relatives of Key Managerial Personnel
Remuneration / Perquisite / Professional Fess / Mrs. Alka Aggarwal - 35.40 35.40
Reimbursement Given Mrs. Lakshmi Aggarwal - 38.94 38.94
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Particulars Related Party 2024-25 2023-24 2022-23
Mrs. Priyanka Aggarwal - 42.48 42.48
Mrs. Ruchita Aggarwal - 46.02 46.02
Mrs. Rachna Aggarwal - 18.00 18.00
Mrs. Vibha Sharma 8.23 7.78 7.72
Rent Given Mr. Sushil Aggarwal 0.12 0.12 0.12
Mr. Diwakar Aggarwal 8.80 8.80 8.16
Mr. Madhukar Aggarwal 0.12 0.12 0.12
Imprest Given Mr. Gaurav Aggarwal 14.43 9.08 9.85
Mrs. Priyanka Aggarwal - 0.59 -
Outstanding as at year end:
Remuneration / Professional Fees Payable Mrs. Alka Aggarwal - 2.70 2.70
Mrs. Lakshmi Aggarwal - 2.97 1.75
Mrs. Priyanka Aggarwal - 3.24 2.57
Mrs. Ruchita Agarwal - 3.51 3.51
Mrs. Rachna Aggarwal - 1.35 0.50
Mrs. Vibha Sharma 0.64 0.65 0.59
Loan Payable Mr. Sushil Aggarwal - 29.89 29.89
Rent Payable Mr. Sushil Aggarwal 0.04 0.06 0.04
Mr. Diwakar Aggarwal 0.03 0.05 0.03
Mr. Madhukar Aggarwal 0.04 0.06 0.04
Mrs. Gaurav Aggarwal - 0.05 -
(c) Other enterprises over which person(s) referred to in (a) & (b) above are able to exercise significant influence
Rent Given Vinod Aggarwal & Others 0.02 0.00 0.00
Sale Vinsul makardi Limited 330.40 946.29 -
Purchase Vinsul makardi Limited 151.43 - -
Letter of comfort (Financial Guarantee) given Vinsul makardi Limited 900.00 - -
Comission on Letter of comfort (Financial Vinsul makardi Limited 9.00 - -
Guarantee)
Outstanding as at year end:
Rent Payable Vinod Aggarwal & Others 0.02 0.00 0.00
Loan payable Basant India Ltd. - 927.38 -
Amount Receivable as at year end: Vinsul makardi Limited 787.65 813.15 -
For further details, see “Financial Statements- Restated Financial Statements – Notes to Restated Financial
Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on page
328.
Financing arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives (as defined in the Companies Act, 2013) have financed the purchase by any other
person of securities of our Company, other than in the normal course of the business of the financing entity, during
a period of six months immediately preceding the date of this Draft Red Herring Prospectus.
Weighted average price at which specified securities were acquired by the Promoters in the one year
preceding the date of this Draft Red Herring Prospectus
The weighted average price at which specified securities were acquired by the Promoters in the one year preceding
the date of this Draft Red Herring Prospectus is disclosed below:
S. Name Number of Equity Shares Weighted average price of
No. acquired in the last one acquisition per Equity Share
year preceding the date of in the last one year preceding
this Draft Red Herring the date of this Draft Red
Prospectus Herring Prospectus (in ₹)*
Promoters
1. Vinod Aggarwal 57,26,880 -
2. Sushil Aggarwal 50,25,780 -
3. Madhukar Aggarwal 36,42,030 -
4. Diwakar Aggarwal 62,70,139 6.43
5. Karan Aggarwal 44,82,392 14.93
*As certified by the Statutory Auditor by way of its certificate dated August 3, 2025.
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Average cost of acquisition by our Promoters
The average cost of acquisition of Equity Shares by our Promoters as at the date of this Draft Red Herring
Prospectus is set forth below:
S. No. Name Number of Equity Shares Average cost of acquisition
held as on the date of this Draft per Equity Share (in ₹)*
Red Herring Prospectus
Promoters
1. Vinod Aggarwal 72,78,880 2.13
2. Sushil Aggarwal 63,87,780 2.13
3. Madhukar Aggarwal 46,29,030 2.13
4. Diwakar Aggarwal 72,37,139 6.91
5. Karan Aggarwal 44,82,392 14.93
*As certified by the Statutory Auditor by way of its certificate dated August 3, 2025.
For further details of the average cost of acquisition of our Promoters, see “Capital Structure – Build-up of the
Promoters’ shareholding in our Company” on page 107.
Details of price at which Equity Shares were acquired in the last three years preceding the date of this Draft
Red Herring Prospectus by our Promoters, the Promoter Group and the shareholders with rights to
nominate directors or have other rights, are disclosed below:
The details of the price at which specified securities were acquired in the last three years preceding the date of
this Draft Red Herring Prospectus, by our Promoters and members of our Promoter Group is disclosed below:
Sr. No. Name of the Date of Number of Face value per Acquisition
acquirer/shareholder allotment/trans Equity Shares Equity price per
fer of Equity acquired Equity
Shares Share*(in ₹)
1 Vinod Aggarwal May 28, 2025 57,26,880 10 -
2 Diwakar Aggarwal January 1, 2025 5,76,100 10 70.00
May 28, 2025 56,94,039 10 -
3 Sushil Aggarwal May 28, 2025 50,25,780 10 -
4 Madhukar Aggarwal May 28, 2025 36,42,030 10 -
5 Karan Aggarwal January 10, 9,55,734 10 70.00
2025
May 28, 2025 35,26,658 10 -
6 Kavita Aggarwal May 28, 2025 12,91,500 10 -
7 Alka Aggarwal May 28, 2025 12,91,500 10 -
8 Rachna Aggarwal May 28, 2025 9,19,179 10 -
9 Intime Finance & Investment May 28, 2025 18,56,070 10 -
Private Limited
10 Fragrance Credit & Securities May 28, 2025 16,23,600 10 -
Private Limited
11 V. S. Estates Private Limited May 28, 2025 16,88,913 10 -
12 Wonder Rock Finance & May 28, 2025 18,75,133 10 -
Investment Private Limited
13 New Line Finance & Investment May 28, 2025 7,30,251 10 -
Private Limited
14 Hillman Properties Private May 28, 2025 18,450 10 -
Limited
*As certified by the Statutory Auditor by way of its certificate dated August 3, 2025.
As on the date of this Draft Red Herring Prospectus, none of our Shareholders have special rights including the
right to nominate directors on the Board of our Company.
Weighted average cost of acquisition of all Equity Shares transacted by our Promoters and members of the
Promoter Group in the three years, eighteen months and one year immediately preceding the date of this
Draft Red Herring Prospectus
The weighted average cost of acquisition of all Equity Shares transacted in the three years, eighteen months and
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one year immediately preceding the date of this Draft Red Herring Prospectus is disclosed below:
Period Weighted average cost Range of acquisition Cap Price is ‘X’ times
of acquisition (in ₹)* price: Lowest Price - the Weighted Average
Highest Price (in ₹) Cost of Acquisition#
Last three years preceding the date 2.90 0-70 [●]
of this Draft Red Herring
Prospectus
Last 18 months preceding the date 2.90 0-70 [●]
of the DRHP
Last one year preceding the date of 2.90 0-70 [●]
this Draft Red Herring Prospectus
*As certified by the Statutory Auditor by way of its certificate dated August 3, 2025.
# To be updated in Prospectus, once the price band information is available
Details of pre-IPO placement
Our Company is not contemplating a pre–IPO placement.
Issue of Equity Shares for consideration other than cash in the last one year
Save and except for the bonus issue of 3,54,30,164 Equity Shares of face value of ₹ 10 each undertaken on May
28, 2025, our Company has not issued any Equity Shares in the one year immediately preceding the date of this
Draft Red Herring Prospectus, for consideration other than cash. For further details, see “Capital Structure – Notes
to the Capital Structure - Equity Share capital history of our Company” on page 96.
Split / Consolidation of Equity Shares in the last one year
There has been no split or consolidation of the Equity Shares of our Company in the last one year.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not applied for or obtained any exemption from complying with any provisions of securities
laws.
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SECTION III – RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in the Equity Shares. In making an investment decision, prospective investors must rely on their own
examination of us and the terms of the Issue including the merits and risks involved. The risks described below
are not the only ones relevant to us, our Equity Shares, the industry or the segment in which we operate. Additional
risks and uncertainties, not presently known to us or that we currently deem immaterial may arise or may become
material in the future and may also impair our business, results of operations and financial condition. If any of
the following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our
business, results of operations, cash flows and financial condition could be adversely affected, the trading price
of our Equity Shares could decline, and as prospective investors, you may lose all or part of your investment. You
should consult your tax, financial and legal advisors about particular consequences to you of an investment in
this Issue. The financial and other related implications of the risk factors, wherever quantifiable, have been
disclosed in the risk factors mentioned below. However, there are certain risk factors where the financial impact
is not quantifiable and, therefore, cannot be disclosed in such risk factors.
To obtain a complete understanding, you should read this section in conjunction with the sections “Industry
Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 144, 211 and 344 of this Draft Red Herring Prospectus, respectively.
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus, including in
“Industry Overview” and “Our Business” on pages 144 and 211, respectively, has been obtained or derived from
the report titled “Market Assessment & Industry Report on Polymer Compounding for cables & coatings
Industry” dated July, 2025, prepared by CRISIL Intelligence. The CRISIL Report has been commissioned and
paid for by our Company exclusively for the purposes of the Issue, pursuant to an engagement letter dated January
22, 2025 and is available on our Company’s website at https://blspolymers.com/investor/industry-report and has
also been included in “Material Contracts and Documents for Inspection – Material Documents” on page 474.
The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the
purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue),
that have been left out or changed in any manner. Unless otherwise indicated, all financial, operational, industry
and other related information derived from the CRISIL Report and included herein with respect to any particular
year refers to such information for the relevant financial year. Also see, “Certain Conventions, Currency of
Presentation, Use of Financial Information and Market Data – Industry and Market Data” on page 21.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions,
estimates and uncertainties. Our actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including the considerations described below and, in the section
titled “Forward-Looking Statements” on page 23 of this Draft Red Herring Prospectus.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
or other implications of any of the risks described in this section. Unless the context requires otherwise, the
financial information of our Company has been derived from the Restated Financial Statements, prepared in
accordance with Ind AS and the Companies Act and restated in accordance with the SEBI ICDR Regulations.
In this section, unless the context requires otherwise, any reference to “we”, “us” or “our” refers to BLS
Polymers Limited
The risk factors are classified as under for the sake of better clarity and increased understanding.
INTERNAL RISK FACTORS
BUSINESS RELATED RISKS
1. During the Fiscals 2025, 2024 and 2023, we derived 81.59%, 80.49% and 94.32% of our revenue from the
sale of wire and cable polymer compounds. Any loss of sales due to reduction in demand for such products
would have a material adverse effect on our business, financial condition, results of operations and cash
flows.
We are a manufacturer of multiple grades of custom formulated polymer compounds, catering to diversified
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critical industries such as telecommunication, power, railways, water, oil and gas distribution, among others.
Polymer compounds are used as an essential raw material for sheathing, jacketing and insulation of wires
and cables used in power, telecommunication and railway industries as well as coating of underground oil,
gas and water pipelines, in order to provide a protective infrastructure from corrosion and external
environmental factors. (Source: CRISIL Report) We rely heavily on revenue generated from the sale of
polymer compounds used in the wire and cable industries, therefore any reduction in the demand of our
products or any downturn in the wire and cable industries, may have an adverse impact on our business,
results of operations and financial condition.
In the wire and cable industry, polymers serve crucial functions in electrical insulation, mechanical
protection, and overall cable performance. (Source: CRISIL Report) Therefore, the success of our products
and of our business is dependent upon the success of the wire and cable industries and on the performance
of the products of our customers, who are engaged in manufacturing wires and cables. Our success is also
dependent upon our ability to diversify and grow our operations, retain our existing customers and expand
our customer base. In the event, we are unable to scale our operations or retain or increase our wire and cable
customers, our revenue from operations and cash flow may experience a decline. The table below set out the
revenue from operations earned from our product categories for the period indicated below:
Product Fiscal 2025 Fiscal 2024 Fiscal 2023
Categories (₹ in lakhs) % of total sales (₹ in lakhs) % of total (₹ in lakhs) % of total
sales sales
Wire & 26,798.20 81.59% 23,852.98 80.49% 29,674.52 94.32%
Cables
Pipelines 6,045.39 18.41% 5,782.85 19.51% 1,787.09 5.68%
Total 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
In the event, there takes place a shift of practice, wherein the end use customers integrate their operations by
setting up manufacturing units for manufacturing the required raw materials, it may have an adverse impact
on our business and results of operations. It may also happen that our competitors are able to improve the
efficiency of their manufacturing process and thereby offer similar or high quality products at competitive
prices. While the aforementioned events have not materially occurred in the past, however upon occurrence
of any such events, our Company may be unable to adequately react to such developments which may affect
our revenues and profitability. In order to mitigate the risk relating to dependency on wire and cable
compounds, we have strategically diversified our product portfolio by developing polyethylene pipe coating
and adhesives for 3LPE applications. The revenue earned from such products increased from 5.68% in Fiscal
2023 to 18.41% in Fiscal 2025, indicating the successful diversification of our product portfolio. Any failure
to successfully expand and diversify our operations, could adversely affect our business, financial condition,
cash flows and results of operations.
2. Our business largely depends upon our top 10 customers which contributed 64.44%, 50.52% and 51.02%
in the Fiscals 2025, 2024 and 2023. The loss of any of these customers could have a material adverse
effect on our business, financial condition, results of operations and cash flows.
We derive a significant portion of our revenue from our top 10 customers. Loss of all or a substantial portion
of sales to any of our top 10 customers, in particular for any reason including, due to loss of business or
failure to negotiate acceptable terms, loss of market share of these customers in their industries, disputes
with these customers, adverse change in the financial condition of these customers, decline in their sales,
plant shutdowns, labour strikes or other work stoppages affecting production of these customers, could have
an adverse impact on our business, results of operations, financial condition and cash flows. While there has
been reduction in volume of orders received from our top ten customers in the preceding three Fiscals,
however there has not been any instance of loss of such customers during the said period. There is no
assurance that such instance will not arise in the future.
The following table sets forth revenue from our top five and top ten customers in the years indicated:
Particulars Fiscal
2025 2024 2023
(₹ in lakhs) % of revenue from (₹ in lakhs) % of revenue (₹ in lakhs) % of revenue
operations from operations from
operations
Top five 16,717.89 50.90% 10,920.83 36.85% 11,586.09 36.81%
customers
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Particulars Fiscal
2025 2024 2023
(₹ in lakhs) % of revenue from (₹ in lakhs) % of revenue (₹ in lakhs) % of revenue
operations from operations from
operations
Top ten 21,166.82 64.44% 14,973.82 50.52% 16,056.35 51.02%
customers
The table below sets forth the revenue from operations derived from our top 10 customers, for the periods
indicated:
Particulars*^ Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of revenue Amount % of revenue Amount % of revenue
(₹ lakhs) from (₹ lakhs) from (₹ lakhs) from
operations operations operations
Customer 1 7,548.13 22.98% 2,757.38 9.30% 3,483.50 11.07%
Customer 2 2,871.78 8.74% 2,689.02 9.07% 2,815.99 8.95%
Customer 3 2,360.32 7.19% 2,512.07 8.48% 2,688.12 8.54%
Customer 4 2,218.78 6.76% 1,882.12 6.35% 1,426.70 4.53%
Customer 5 1,718.88 5.23% 1,080.24 3.65% 1,171.78 3.72%
Customer 6 1,127.75 3.43% 828.28 2.79% 1,075.07 3.42%
Customer 7 1,146.77 3.49% 826.08 2.79% 1,050.39 3.34%
Customer 8 829.59 2.53% 809.04 2.73% 822.30 2.61%
Customer 9 692.92 2.11% 801.55 2.70% 789.11 2.51%
Customer 10 651.90 1.98% 788.04 2.66% 733.39 2.33%
Total 21,166.82 64.44% 14,973.82 50.52% 16,056.35 51.02%
*Our top 10 customers include Advance Cable Technologies Private Limited, Mantram Industries Private Limited,
Ratnamani Metals & Tubes Limited, Tirupati Plastomatics Private Limited and Venkateswara Wires Private Limited,
names of remaining customers have not been disclosed because their consents are not available.
^These customers represent top 10 customers for each of the respective periods/years and may not necessarily be the same
customers across the period/ years.
Our dependence on our top five/ten customers subjects us to various risks which may include, reduction,
delay or cancellation of orders, failure to renew contracts, failure to renegotiate favourable terms or the loss
of these customers entirely which could have a material adverse effect on our business, financial condition,
cash flows and results of operations. There is no assurance that customers will continue to place orders with
us at volumes or rates consistent with, and commensurate to, the amount of business received from them
historically, or at all. Our customers typically place orders with us based on their internal requirements,
which depend on factors such as, price fluctuations, capacity limitations, demand of end products, dynamic
industry trends, etc. On account of the changing demand of our customers, our top five and top ten customers
vary, and we may not receive consistent volume of orders from such customers. While, we believe that
replacing an existing supplier presents significant exit barriers for our customers, which include high
switching costs, dependence on tailored solutions, confidentiality, and intellectual property risks, among
others, however, there can be no assurance that despite such exit barriers, we will be able to retain our
existing key customers or maintain the current level of business from them or that such customers shall
continue to be within our top ten customers, in the future. In order to mitigate the risks relating to dependence
on our top customers, we are working on diversifying our customer base to reduce our dependence on our
top five and top ten customers. For further details, please see the chapter titled “Our Business – Our Business
Strategies” on page 224 of this Draft Red Herring Prospectus.
3. We do not have firm commitment agreements with our customers. If our customers choose not to source
their requirements from us, there may be a material adverse effect on our business, financial condition,
cash flows and results of operations.
We do not enter into formal agreements or arrangements with our customers and typically rely on blanket
purchase orders issued by our customers from time to time that set out the price per unit of the products that
are to be supplied to/ purchased by them from us. Pursuant to the purchase order, our customers provide us
the product specification, quantities of units to be supplied along with the delivery schedules specifying the
details of delivery. In the event our customers terminate their arrangements with us or commit defaults in
payment of amounts owed to us, our business, results of operations and financial condition may be impacted.
Due to the absence of long term agreements with our customers, the actual sales by our Company may differ
from the estimates of our management. We cannot assure you that we will be able to maintain historic levels
3524
of business and/or negotiate and execute terms of arrangements with our customers that are commercially
viable or that we will be able to significantly reduce customer concentration in the future. In the absence of
formal agreements, if our customers arbitrarily terminate work orders or fail to make payment towards the
products offered by us, we may not be in a position to claim compensation. While, we take advance payments
from our customers to mitigate risks relating to default in payment by our customers, however there can be
no assurance that such advance payments would be commensurate with the work undertaken and resourced
deployed on an order. There have been instances of default by our customers in the past, occurrence of such
instances in the future may impact our business, results of operations and financial condition.
We cannot assure you that we will be able to continue our arrangements with our customers on terms that
are commercially acceptable to us, or at all. We cannot assure you that such customers shall fulfil their
obligations entirely, or at all, shall not breach certain terms of their arrangements with us, including with
respect to payment obligations or quality standards, or shall not choose to terminate their arrangements with
our Company. While there have been instances in the past, wherein our Company failed to renew its
arrangements with its customers, however we cannot assure you that such instances will not occur in the
future and will not adversely affect our business, results of operations and financial condition. In order to
mitigate such risks, we are working on diversifying our customer base. For further details, please see the
chapter titled “Our Business – Our Business Strategies” on page 224 of this Draft Red Herring Prospectus.
4. In order to sell our products to certain industries, we are required to enlist our products with government
agencies. Inability to enlist our products, may limit our access to key infrastructure projects as well as
business scalability.
Our ability to sell certain products in specific sectors and geographies is dependent on obtaining and
maintaining enlistments or approvals from government bodies, industry regulators, public sector
undertakings, or large institutional buyers. In the event we are unable to enlist our products with domestic
and international agencies, our market outreach and business scalability may be limited.
Our products are integral to high-performance applications in critical industries, such as oil, gas and water,
among others. The quality and effectiveness of products supplied by us is a significant indicator in ensuring
longevity and sustenance of the industrial project, thereby mitigating the risk of leakage or public accidents
or loss of resources invested in such projects. In industries such as power transmission, telecommunications,
and coatings, polymer compounders must have their products, manufacturing processes, and standard
operating procedures rigorously tested and approved by regulatory bodies or public sector enterprises.
(Source: CRISIL Report) Therefore, in order to sell our products in such industries, we are required to enlist
our products with government agencies, which subject our products, manufacturing processes and standard
operating procedures, to rigorous testing parameters and approves their specific usage. Accordingly, we have
enlisted our products with a Maharatna CPSE power transmission company, a Navratna CPSE engineering
consultancy company, a Miniratna CPSE telecommunication company and Government of Gujarat.
Our ability to sell certain products in specific sectors and geographies is dependent on obtaining and
maintaining enlistments or approvals from government bodies, industry regulators, public sector
undertakings, or large institutional buyers. These enlistments are often subject to detailed technical
assessments, quality certifications, field performance reviews, and compliance with evolving regulatory
standards. While such enlistments act as a barrier to entry for new or unqualified players, they also pose a
risk to our business operations in the event of delays, rejections, or non-renewal.
Further, the process for product enlistment can be time-consuming and resource-intensive, requiring
sustained engagement, product modifications, and technical demonstrations. If we are unable to secure
requisite enlistments for new products or maintain approvals for existing ones, we may lose access to key
markets or customers, which could adversely affect our revenue, profitability, and business operations.
Additionally, any change in standards or policies governing such enlistments may necessitate requalification
of our products, leading to unforeseen costs or disruption in supply. While such instances have not occurred
in the preceding three Fiscals, occurrence of any such events may impact our business results of operations
and financial condition.
5. As of March 31, 2025, we derive 93.04% of our revenue from operations from repeat orders of our
customers. Any loss of, or a significant reduction in the repeat orders received by us could adversely affect
our business, results of operations, financial condition and cash flows.
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We have historically been dependent, and expect to depend, on repeat orders, for a substantial portion of our
revenue and the loss of any of them for any reason including due to loss of, or termination of existing
arrangements; limitation to meet any urgent demand, failure to address issues with quality of products, or
disputes with a customer; adverse changes in the financial condition of our customers, such as possible
bankruptcy or liquidation or other financial hardship, change in business practices of our customers, could
have a material adverse effect on our business, results of operations, financial condition and cash flows.
We derive a significant portion of our revenue from operations from repeat orders, which we identify as
orders placed by customers, who have previously placed orders with our Company. Set forth below are the
number of repeat customers and new customers during the Fiscals provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
No. of % of revenue No. of % of revenue No. of % of revenue
Customers from Customers from Customers from
operations operations operations
New Customers 53 6.96% 66 18.35% 78 6.97%
Repeat customers 113 93.04% 109 81.65% 112 93.03%
Total Customers 166 100% 175 100% 190 100%
Set forth below is our revenue from repeat customers and new customers as a percentage of our revenue
from operation –
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Revenue % of revenue Revenue % of revenue Revenue % of revenue
(₹ in lakhs) from (₹ in lakhs) from (₹ in lakhs) from
operations operations operations
New Customers 2,286.80 6.96% 5,438.20 18.35% 2,192.94 6.97%
Repeat 30,556.79 93.04% 24,197.63 81.65% 29,268.67 93.03%
customers
Revenue from 32,843.59 100% 29,635.83 100% 31,461.61 100%
operations
Our relationship with our customers is dependent to a large extent on our ability to regularly meet customer
requirements, including price competitiveness, efficient and timely product deliveries, and consistent
product quality. Acquiring new customers involves additional expenses relating to marketing and onboarding
while, retaining existing customers typically offsets any additional costs incurred by their ongoing business.
Accordingly, we intend to maintain and grow the revenue share from our existing customers, which increases
the number of repeat orders received from them. In the event we are unable to meet such requirements in
future, it may result in decrease in orders or cessation of business from affected customers. While, the
aforementioned events have not occurred during the preceding three Fiscals, however occurrence of any such
events may adversely affect our revenues and profitability. In order to mitigate the risk relating to loss of
repeat customers, we intend to cater to new customers by expanding our geographic presence. We have
recently entered into a service agreement with a marketing and distribution company in UAE for obtaining
advisory and support services for selling certain of our products in Egypt, United Arab Emirates, Saudi
Arabia, Bahrain, Kuwait, Oman and Qatar. We aim to leverage the increasing demand from international
markets to enhance our exports. For further details, please refer to “Our Business - Our Business Strategies
– Expansion through deeper penetration in existing international markets and strategic entry into new global
geographies” on page 226 of this Draft Red Herring Prospectus.
6. We are subject to strict performance requirements, including, but not limited to, quality and delivery, by
our customers, and any failure by us to comply with these performance requirements may lead to
reduction in our order value, recalls or liability claims.
We are engaged in the business of manufacturing polymer compounds which are used for sheathing and
jacketing of wires and cables and coating of underground pipelines. The products supplied by us play a
critical and complex role in the wire and cables and the piping industries and therefore are required to meet
precise and specific requirements including in terms of quality, composition and tolerances. Our quality
testing procedures are in line with the testing standards prescribed under standards such as, American Society
for Testing and Materials (“ASTM”), International Organization for Standardization (“ISO”) and Bureau of
Indian Standards (“BIS”). Failure by us to achieve or maintain compliance with these requirements or quality
standards may disrupt our ability to supply products sufficient to meet our customers’ demands, leading to
3724
return of deficient quality products and loss of revenue against such products. We may face liability claims
if the use of any of our products results in personal injury or property damage. While, we limit our liability
to the extent of the value of products supplied by us, however we may still be subject to such claims by our
customers. During the preceding three Fiscals, we have not faced any liability claim for our products which
has resulted in personal injury or property damage.
We may also have to incur additional costs for replacing defective products as well as conducting product
recalls, any of which could have a material adverse effect on our business, financial condition, results of
operations and cash flows. In order to mitigate the risks relating to supply of deficient supply of products,
our Quality Team undertakes testing of raw materials and finished products in our in-house laboratory. We
also retain batch-specific product samples to enable product traceability, and address concerns raised by our
customers. There have been a couple of instances, in the preceding three Fiscals, wherein we have replaced
defective products supplied, however we cannot assure you that such instances will not occur in the future
or that they will not affect our business, results of operations and financial condition.
7. We highly depend on a few key suppliers who help us procure raw materials for manufacturing our
products. Our Company has not entered into long-term agreements with most of its suppliers for supply
of raw materials. In the event we are unable to procure adequate amounts of raw materials, at competitive
prices our business, results of operations and financial condition may be adversely affected. Any
fluctuation in prices of our raw materials, may have a material adverse effect on our business, results of
operations, prospects and financial condition.
We are engaged in the business of manufacturing polymer compounds which are coated on wires and cables
as well as on underground pipelines to protect from corrosion and external environmental factors. We are
dependent on a few raw materials, including but not limited to LLDPE resin, HDPE resin and HDPE recycle,
for manufacturing our products. For further details, please see “Our Business – Raw Materials and
Suppliers” on page 229 of this Draft Red Herring Prospectus. Any inability on our part to procure sufficient
quantities of raw materials, on commercially acceptable terms, may lead to a decline in our sales volumes
and profit margins which could adversely affect our business, results of operations and financial condition.
We procure these raw materials from reputed domestic and global manufacturers. The table below provides
cost of raw materials consumed as a percentage of our total revenue from operations during the years
indicated:
Financial Years ended
March 31, 2025 March 31, 2024 March 31, 2023
Cost of raw Percentage of Cost of raw Percentage of Cost of raw Percentage of
materials Total materials Total Revenue materials Total Revenue
consumed (₹ Revenue consumed (₹ from consumed (₹ from Operations
lakhs) from lakhs) Operations lakhs)
Operations
26,553.68 80.85% 24,864.55 83.90% 26,754.13. 85.04%
The table below sets forth the breakdown of our expenses incurred across our top ten suppliers of raw
materials, as a percentage of our total expenses for the Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars*^ Fiscal 2025 Fiscal 2024 Fiscal 2023
Total Percentage of Total Percentage of Total Percentage of
expenses Total expenses Total expenses Total
incurred procurement incurred procurement incurred procurement
(₹ in lakhs) cost (₹ in lakhs) cost (₹ in lakhs) cost
Supplier 1 16,152.49 60.74% 9,614.09 38.32% 5,870.48 21.42%
Supplier 2 3,170.94 11.92% 3,121.86 12.44% 3,013.79 11.00%
Supplier 3 641.59 2.41% 1,799.67 7.17% 1,397.46 5.10%
Supplier 4 376.42 1.42% 765.00 3.05% 1,273.96 4.65%
Supplier 5 361.52 1.36% 763.31 3.04% 1,074.83 3.92%
Supplier 6 339.78 1.28% 694.07 2.77% 818.94 2.99%
Supplier 7 318.32 1.20% 575.88 2.30% 816.01 2.98%
Supplier 8 305.56 1.15% 570.00 2.27% 594.39 2.17%
Supplier 9 290.92 1.09% 529.13 2.11% 505.59 1.85%
Supplier 10 253.11 0.95% 468.78 1.87% 457.09 1.67%
Total 22,210.65 83.52 % 18,901.79 75.34% 15,822.54 57.75%
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**Our top 10 suppliers of raw materials include, Haldia Petrochemicals Limited and Prime Polychem Private Limited;
names of remaining suppliers have not been disclosed because their consents are not available.
^These suppliers represent the top 10 suppliers of raw materials for each of the respective periods/years and may not
necessarily be the same suppliers across the period/ years.
Our Company maintains a list of suppliers from whom we procure the materials on order basis as per our
internal demand projections. While, we have entered into memorandum of understanding with leading
domestic petrochemical manufacturers, however we have not entered into long term contracts with a majority
of our suppliers and prices for raw materials are normally based on the quotes we receive from various
suppliers. Since we have no formal arrangements with majority of our suppliers, they are not contractually
obligated to supply their products to us and may choose to sell their products to our competitors. 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 all. Owing to the nature
of the industry, the aforementioned events have occurred in the past, occurrence of any such events in the
future could adversely impact our business, results and financial condition. Additionally, in accordance with
the industry practices, we are required to make advance payments to our international raw material suppliers
while placing an order with them, which may expose us to risks relating to failure to deliver raw materials
in adequate quantities and in conformity with the quality standards. While, such instances have not occurred
in the preceding three Fiscals, occurrence of any such events may have an adverse impact on our business,
results of operations and financial condition.
If we face difficulties in procuring our raw materials or if the prices of such raw materials increase due to
government restrictions, supply chain disruptions, market pressures or other factors, we may be unable to
pass these increased costs onto customers. While the aforementioned events have not materially occurred in
the preceding three Fiscals, we cannot assure you that there will not be any difficulties in procuring polymer
resins in future. Any inability to secure these materials due to government restrictions or other reasons could
have a material adverse effect on our business, financial condition, cash flows, and results of operations.
8. Our Company is dependent on the demand from industries where our products find application. Any
downturn in such industries could have an adverse impact on our Company’s business and results of
operations.
We are a manufacturer of multiple grades of custom formulated polymer compounds, catering to diversified
critical industries such as telecommunication, power, railways, water, oil and gas distribution, among others.
While our products are generally capable of being used in various application industries, a significant part
of our revenue from the sale of our products is generated from wire and cables, as well as the oil and gas
industries. The following table sets forth a breakdown of our revenue from operations from various end-user
industries, in absolute terms and as a percentage of revenue from operations, during the preceding three
Fiscals:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ in Revenue (₹ in Revenue (₹ in Revenue
End-use Industry
lakhs) From lakhs) From lakhs) From
operation operation operation
s s s
Power & Telecommunication 26,798.20 81.59% 23,852.98 80.49% 29,674.52 94.32%
Infrastructure (Oil & Gas & Water 6,045.39 18.41% 5,782.85 19.51% 1,787.09 5.68%
Supply)
Total 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
There can be no assurance that the lack of demand from any one of these industries can be off-set by sales
to other industries in which our products find application. Accordingly, any significant downturn in the
application industries could have a significant impact on our financial condition and our growth prospects.
9. We operate out of a single Manufacturing Facility which is located at Goa and is subject to operating
risks. Any shutdown of our Manufacturing Facility or other production problems caused by unforeseen
events may reduce sales and adversely affect our business, cash flows, results of operations and financial
3924
condition
We operate out of a single Manufacturing Facility which is located at Goa which is spread across an
aggregate parcel of land admeasuring about 24,220 sq. mt. Any significant localized social unrest, natural
disaster or breakdown of services or any other natural disaster in and around Goa or any disruption in
production at, or shutdown of, our Manufacturing Facility could have material adverse effect on our business
and financial condition.
Our business is dependent upon our ability to manage our manufacturing activities, which are subject to
operational risks. We may encounter manufacturing problems or experience difficulties or delays in
production as a result of occurrence of the following events or any other events beyond our control:
• forced or voluntary closure of manufacturing plants, including as a result of regulatory actions or
comply with the directives of relevant government authorities;
• problems with supply chain continuity, including as a result of natural or man-made disasters at any of
our Manufacturing Facility;
• manufacturing shutdowns, breakdown or failure of equipment, equipment performance below expected
levels of efficiency, obsolescence of our equipment and production facility, industrial accidents and the
need to
• labour disputes, strikes, lock-outs that may result in temporary shutdowns or manufacturing
disruptions;
• any changes in the availability of power or water availability which impacts the entire region; and
• failure of a supplier to provide us with the critical raw materials or components for an extended period
of time, which could impact continuous supply.
There has been an instance of temporary shutdown of our Manufacturing Facility for less than 21 days
during the lockdown imposed in the year 2020, on account of Covid-19 pandemic. There have not been any
other instance of material disruptions in the preceding three Fiscals, which had an adverse effect on our
business, financial conditions, cash flows and results of operations. We cannot assure you that our business
and financial results may not be adversely affected by any disruption of operations at our Manufacturing
Facility, including as a result of any of the factors mentioned above. Disruption in our operations may result
in reduced production and reduced sales or higher costs to arrange for alternative arrangements to meet our
customer obligations.
10. Our Statutory Auditors have included certain emphasis of opinion in the independent auditors’ report for
the Fiscals 2025, 2024 and 2023.
Our Statutory Auditors have included certain emphasis of opinion in the independent auditors’ report for the
Fiscals 2025, 2024 and 2023, details of which have been provided below:
Fiscal Nature of Emphasis Details of Emphasis Company’s Response Impact on the
of Opinion of Opinion to Emphasis of Financial Statements
Opinion and Financial
Position of the
Company
2025 FEMA Non- Referring to Paragraph Management has No adjustments are
Compliance 5(b) of the submitted the required in financial
examination report on necessary approval statements in this
the Restated financial requests to the regard.
statements, indicates authorized dealer/ RBI
that trade receivables to get an extension for
as on March 31, 2025 these receivables and
includes foreign undertake these
currency receivables realizations at the
amounting to INR earliest post the
35.23 Lacs which is approvals.
outstanding for more
than nine months from
the date of transaction.
4024
Fiscal Nature of Emphasis Details of Emphasis Company’s Response Impact on the
of Opinion of Opinion to Emphasis of Financial Statements
Opinion and Financial
Position of the
Company
2024 Long Outstanding Referring to Paragraph In the opinion of Adequate provision
Dues 5(b) of the management, these has been considered
examination report on debts are recoverable wherever required.
the Restated financial
statements, indicates
that trade receivables
as on March 31, 2024
includes INR 91.71
Lacs which are
delayed and
management is taking
steps for this recovery.
FEMA Non- Referring to Paragraph Management has No adjustments are
Compliance 5(b) of the submitted the required in financial
examination report on necessary approval statements in this
the Restated financial requests to the regard.
statements, indicates authorized dealer/ RBI
that trade receivables to get an extension for
as on March 31, 2024 these receivables and
includes foreign undertake these
currency receivables realizations at the
amounting to INR earliest post the
40.35 Lacs which is approvals.
outstanding for more
than nine months from
the date of transaction.
2023 Long Outstanding Referring to Paragraph In the opinion of Adequate provision
Dues 5(b) of the management, these has been considered
examination report on debts are recoverable wherever required.
the Restated financial
statements, indicates
that trade receivables
as on March 31, 2023
includes INR 238.14
Lacs which are
delayed and
management is taking
steps for this recovery.
The aforementioned observations have also been included in the Restated Financial Statement.
We cannot assure that any such emphasis of matters, reservations or qualifications will not be included in
the independent auditor’s reports in the future, or will have an adverse impact on our business, goodwill or
financial condition.
11. Our Company has ventured into manufacturing of adhesives for 3LPE applications in the year 2022, and
therefore has a limited operating history, which will make it difficult for the investors to evaluate our
historical performance or future prospects.
Our Company since its incorporation has been carrying on the business of manufacturing polymer
compounds for wire and cable industries. With a view to capitalize the opportunity to offer specialised
products, in the year 2022, our Company diversified its business operations by developing polyethylene pipe
coating and adhesives for 3LPE applications in the pipe coating industry. 3LPE Coating is an effective
solution for protecting high-capital-intensive pipelines from corrosion, chemicals and moisture, thereby
ensuring long-term durability. (Source: CRISIL Report) The table below provides the revenue earned from
the sale of adhesives for 3LPE applications as a percentage of our total revenue from operations during the
years indicated:
4124
Financial Years ended
March 31, 2025 March 31, 2024 March 31, 2023
(₹ lakhs) Percentage of (₹ lakhs) Percentage of (₹ lakhs) Percentage of
Total Revenue Total Revenue Total Revenue
from Operations from Operations from Operations
6,045.39 18.41% 5,782.85 19.51% 1,787.09 5.68%
Due to our limited operational history in manufacturing of adhesives for 3LPE applications we may not be
able to identify the risks involved in offering such products and therefore could fail to achieve timely
fulfilment of our orders. We may not be successful in identifying our competitors or keeping up with the
requirement of the customer base. Additionally, we may face difficulty in understanding the demand and
supply patterns, marketing segments which may pose a risk in the smooth operation, and working of our
logistical division. In the event that we fail to understand the market operations and the risks related to the
same, our business, financial performance and cash flows may be affected. While, such instances have not
occurred in the preceding three Fiscals, occurrence of any such events in the future, may have an adverse
impact on our business, results of operations and financial condition.
12. Our Company is dependent on a domestic market for its sales and any downturn in it could reduce our
sales.
During the preceding three Fiscals, we have historically derived majority of our revenues from the domestic
market. Our Company is majorly dependent on domestic sales while our products are also sold in
Bangladesh, Egypt, Africa, Oman, Saudi Arabia, Turkey, United Arab Emirates, United States of America
and Zambia. Thus, the sales of our Company are widely dispersed throughout the domestic markets and
any failure to maintain such dispersion may impact sales, revenues, and consequently, the financial
performance of the Company. Details for the revenue generated from domestic market and through export
as per restated financials are as follow:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in Lakhs) (%) (₹ in Lakhs) (%) (₹ in Lakhs) (%)
Domestic 30,075.96 91.57% 28,440.95 95.97% 30,117.85 95.73%
Sales
Export Sales 2,767.63 8.43% 1,194.88 4.03% 1,343.76 4.27%
Revenue 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
from
operations
Our Company relies heavily on the domestic market for its sales. Any economic downturn or adverse
changes within this market could significantly impact on our sales performance. Consequently, fluctuations
in the domestic economy pose a considerable risk to our financial stability and growth prospects.
Additionally, we generate major sales from our customers situated at select geographical regions. Such
geographical concentration of our business in these regions heightens our exposure to adverse developments
related to competition, as well as economic and demographic changes in these regions which may adversely
affect our business prospects, financial conditions and results of operations. The table sets forth below
revenue earned by our Company in various states as a percentage of our revenue from operations during the
period indicated:
(₹ in lakhs)
Sr. No. State/ union Fiscal 2025 Fiscal 2024 Fiscal 2023
territories Revenue % of Revenue % of Revenue % of
revenue revenue revenue
from from from
domestic domestic domestic
operations operations operations
1 Delhi 8,475.89 28.18% 4,278.25 15.04% 4,123.87 13.69%
2 Gujarat 3,713.75 12.36% 5,621.99 19.76% 1,739.34 5.79%
3 Karnataka 2,830.14 9.41% 4,580.95 16.11% 7,422.97 24.65%
4 Maharashtra 2,517.19 8.37% 2,825.05 9.93% 3,417.67 11.35%
5 Rajasthan 2,424.64 8.06% 3,040.22 10.69% 2,469.07 8.20%
6 Goa 2,421.88 8.05% 1,681.44 5.91% 2,874.25 9.54%
Madhya
7 Pradesh 1,660.35 5.52% 489.35 1.72% 1,518.64 5.04%
4224
Sr. No. State/ union Fiscal 2025 Fiscal 2024 Fiscal 2023
territories Revenue % of Revenue % of Revenue % of
revenue revenue revenue
from from from
domestic domestic domestic
operations operations operations
8 Telangana 1,581.98 5.26% 721.27 2.54% 1,269.00 4.21%
9 Haryana 1,567.72 5.21% 802.75 2.82% 673.89 2.24%
10 Dadra 1,399.88 4.65% 1,252.32 4.40% 147.84 0.49%
11 West Bengal 546.81 1.82% 1,147.99 4.04% 1,183.56 3.93%
12 Uttar Pradesh 263.98 0.88% 1,248.83 4.39% 1,196.47 3.97%
13 Uttarakhand 219.31 0.73% 405.95 1.43% 347.47 1.15%
14 Kerala 132.19 0.44% 47.23 0.17% - 0.00%
15 Pondicherry 88.62 0.29% 22.80 0.08% 27.12 0.09%
Jammu &
16 Kashmir 72.78 0.24% 121.72 0.43% 115.90 0.38%
17 Odissa 47.95 0.16% 3.06 0.01% 273.92 0.91%
Himachal
18 Pradesh 41.68 0.14% 14.88 0.05% 1.35 0.00%
19 Tamil Nadu 35.41 0.12% 121.77 0.43% 1,211.00 4.02%
20 Chandigarh 33.59 0.11% 10.14 0.04% 0.42 0.00%
21 Jharkhand 0.22 0.00% 2.81 0.01% - 0.00%
Andhra
22 Pradesh - - - - 79.23 0.26%
23 Chhattisgarh - - 0.18 0.00% 1.95 0.01%
24 Punjab - - - - 23.40 0.08%
Total 30,075.96 100.00% 28,440.95 100.00% 30,117.85 100.00%
Existing and potential competitors to our businesses in these states may increase their focus on these states.
Further, any significant interruption to our operations directly or indirectly as a result of any severe weather
or other natural disasters could materially and severely affect our business, financial condition and results of
operations. The concentration of our operations heightens our exposure to adverse developments related to
competition, as well as economic, political, demographic and other changes, which may adversely affect our
business prospects, financial conditions and results of operations. While we strive to geographically diversify
our service portfolio and reduce our concentration risk, we cannot assure you that adverse developments
associated with the region will not impact on our business. If we are unable to mitigate the concentration
risk, we may not be able to develop our business as planned and our business, financial condition and results
of operation could be adversely affected.
Changes in consumer preferences, increased competition, or regulatory shifts within the domestic market
can also adversely affect our sales. Our heavy dependence on this single market means that we are
particularly vulnerable to its economic conditions. Diversifying our market presence and reducing reliance
on the domestic market could be crucial strategies to mitigate these risks and ensure sustained growth. While,
the aforementioned events have not occurred in the preceding three Fiscals, occurrence of any such events
may have an adverse impact on our business, results of operations and financial condition. occurrence of any
such events may adversely affect our revenues and profitability. In order to mitigate such risks, we intend to
expand our geographic presence. We have recently entered into a service agreement with a marketing and
distribution company in UAE for obtaining advisory and support services for selling certain of our products
in Egypt, United Arab Emirates, Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. We aim to leverage the
increasing demand from international markets to enhance our exports. For further details, please refer to
“Our Business - Our Business Strategies – Expansion through deeper penetration in existing international
markets and strategic entry into new global geographies” on page 226 of this Draft Red Herring Prospectus.
13. We procure a small portion of our raw materials from Vinsul Makardi Limited, one of our Group
Companies and Promoter Group entities. We also sell some of our products to them, in the ordinary course
of business.
In order to ensure quality of the raw materials and for timely and cost-effective procurement of such
materials, we procure a portion of our raw materials from our Group Company and Promoter Group entity,
Vinsul Makardi Limited. A break up of our amount of procurement cost incurred towards purchase of raw
materials from Vinsul Makardi Limited, during the period indicated below has been provided below:
4324
Fiscal 2025 Fiscal 2024 Fiscal 2023
Procurement % of total Procurement Costs % of total Procurement % of total
Costs (₹ in procurement cost (₹ in lakhs) procurement Costs (₹ in procurement
lakhs) cost lakhs) cost
151.43 0.57% - - - -
Since, our Group Company and Promoter Group entity, Vinsul Makardi Limited is engaged in trading of
polymers and polymer compounds, we also sell some of our finished products to such entity, who further
sells them to its customers. A break up of the sale undertaken to Vinsul Makardi Limited along with a
percentage of the revenue from operations, during the period indicated below has been provided below:
Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount of % of total Amount of sale % of total Amount of sale % of total
sale made to revenue from made to Vinsul revenue from made to Vinsul revenue from
Vinsul operations Makardi Limited operations Makardi Limited operations
Makardi (₹ in lakhs) (₹ in lakhs)
Limited (₹ in
lakhs)
330.40 1.01% 946.29 3.19% - -
While the procurement of raw materials and sale of finished products to Vinsul Makardi Limited is miniscule
in nature, however transactions with our Promoter Group entity may result in conflict of interest in allocating
business opportunities amongst our Company and such entity, in circumstances where our respective
interests diverge.
Further, we undertake business with Vinsul Makardi Limited through purchase orders, do not enter into
definite-term agreements. In the absence of formal agreements, we cannot assure you that our Promoters and
Directors will not provide competitive services or otherwise compete in business lines in which we are
already present or will enter into in the future or supply raw materials at more competitive price to our
competitors or supply raw materials to us on time or at all. Should we face any such conflicts in the future,
there is no guarantee that they will be resolved in our favour. While, the transactions with Vinsul Makardi
Limited have been conducted in the ordinary course of business, in accordance with the provisions of
applicable laws and on an arm’s length basis, in compliance with the Companies Act, 2013 and other
applicable laws, and have not been prejudicial to the interests of our Company, however we cannot assure
you that we shall continue to do the same in future. While, as of date of this Draft Red Herring Prospectus,
there are no material conflicts, any such present and future conflicts could have a material adverse effect on
our business, results of operations and financial condition. For further details see “Our Promoters and
Promoter Group” and “Financial Statements- Restated Financial Statements – Notes to Restated Financial
Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on
pages 267 and 328, respectively.
14. Our Company requires significant amounts of working capital and significant portion of our working
capital is consumed in trade receivables and inventories. Our inability to meet our working capital
requirements including failure to realize receivables and inventories may have an adverse effect on our
results of operations and overall business.
Our business requires significant working capital, such as to finance the purchase of raw materials,
consumables, stores and 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 and new opportunities in the industry. A significant portion of
our working capital is consumed in trade receivables and inventories. Summary of our working capital
position during the period indicated is given below:
(₹ in lakhs)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
(Audited) (Audited) (Audited)
Current Assets
Inventories 5,462.31 6,243.56 6,459.13
Trade Receivables 7,372.84 6,269.01 6,184.57
Other Financial Assets 1,257.96 333.09 116.36
Other Current Assets 1,469.69 1,582.93 1,085.54
4424
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
(Audited) (Audited) (Audited)
Total Current Assets (A) 15,562.80 14,428.59 13,845.60
Current Liabilities
Trade Payables 2,746.62 1,997.56 2,629.03
Other Financial Liabilities 93.85 156.04 98.74
Other Current Liabilities and Lease 413.18 278.07 271.75
Liabilities
Provisions 333.98 163.82 170.94
Total Current Liabilities (B) 3,587.63 2,595.49 3,170.46
Net Working Capital Requirements
(A-B) 11,975.17 11,833.10 10,675.14
Source of funds
Borrowing 7,299.61 7,808.83 7,667.45
Internal accruals 4,675.56 4,024.27 3,007.69
Note: As confirmed by Statutory Auditor, by way of its report dated August 6, 2025.
Our inventories as a % of total current assets as on March 31, 2025, 2024 and 2023 were 34.71%, 42.52%,
and 45.41%, respectively. Our trade receivables were ₹ 7,372.84 lakhs, ₹ 6,269.01 lakhs and ₹ 6,184.57
lakhs as on March 31, 2025, 2024 and 2023, respectively aggregating to 22.45%, 21.15% and 19.66% of
revenue from operation, for the said period, respectively. Our working capital requirements may increase if
the payment terms in purchase orders received include reduced advance payments or longer payment
schedules, or if there is delayed realization from our customers. These factors may result in an increase in
the amount of our receivables. Continued increase in our working capital requirements may have a material
adverse effect on our financial condition, results of operations and cash flows. Our inability to maintain
sufficient cash flows, realize existing inventories & trade receivables, maintain credit facility and other
sources of fund, in a timely manner, or at all, to meet the increasing requirement of working capital may
have significant adverse effect on our financial condition and result of our operations. For further details,
please refer to the chapter titled “Objects of the Issue – Funding Working Capital Requirements of our
Company” beginning on page 123 of this Draft Red Herring Prospectus.
15. Our inability to meet the changing preferences of our customers or our inability to accurately predict and
successfully adapt to changes in market demand could reduce demand for our products and harm our
sales.
Our results of operations and future growth are largely dependent upon the demand for our products in the
Indian and other international markets in which we are currently present and propose to expand to. Demand
for our products depends primarily on consumer-related factors such as demographics, local preferences,
lifestyle preferences and macroeconomic factors such as the condition of the economy and the level of
consumer confidence. Over a period of time, there have been significant changes in consumers’ preferences
relating to polymer products in Indian as well as overseas market. There has been a shift towards specialized
polymers, such as, PE compounds, XLPE compounds and HFFR compounds, in recent times. The polymer
market is currently moving toward the design, manufacture and use of efficient, effective, safe and more
environmentally friendly chemical products and processes. Our management team tracks the trend of our
product portfolio and accordingly plans the supply of our products on that basis. Therefore, an unanticipated
change in customer demand may adversely affect our liquidity and financial condition as a result of the
operating expenses that are relatively fixed and have been incurred by us.
We may be also subject to the policies and guidelines of the countries or regions where our customers are
located, relating to the quantity, quality, characteristics and variety of the products sold to such countries,
which may be changed from time to time. Any non-compliance with such policies and quality standards
could have an adverse impact on our business, financial condition, reputation and results of operation. While
we attempt to, on a regular basis, keep pace with the preferences and quality requirements and standards of
our domestic and international customers, provide the desired quality product, and continually monitor and
adapt to the changing market demand there can be no assurance that we will be able to keep up with the
changing trends and adhere to all quality specifications mandated by governmental agencies. While, the
aforementioned events have not materially occurred in the preceding three Fiscals, any such change in
preferences or our inability to meet the consistent quality requirements of our customers or adhere to the
quality standards mandated by the government agencies and regulators could harm our business, financial
condition, results of operations and prospects.
4524
16. We engage third party consultants on a case to case basis for developing varied grades of existing products
as well as new products. We have not entered into formal agreements with such third party consultants,
which may expose us to risks relating to replication or duplication of products.
We engage third party consultants for developing varied grades of existing products as well as developing
new products with diverse industry applications. We have not entered into formal arrangements with such
consultants which exposes us to risks relating to non-performance or misuse of confidential information.
We have an in-house product development team which is assisted by third party consultants to develop varied
grades of our existing products as well as develop new products with diverse industry applications. In certain
cases, such engagements have been based on informal arrangements or verbal understandings without
written agreements clearly defining the scope of work, deliverables, confidentiality obligations, or liability
terms. The absence of formal agreements may expose us to a range of operational and legal risks, including
lack of recourse in case of non-performance, or misuse of confidential information. Additionally, without
clearly defined contractual terms, we may face challenges in enforcing timelines, quality standards, or cost
controls, which could adversely impact project execution or regulatory compliance. While such events have
not occurred in the preceding three Fiscals, any such disruption or dispute could affect our ability to meet
customer requirements, delay product commercialization, or result in unforeseen costs thereby impacting
our business operations, financial condition, and reputation.
17. In the past SEBI has issued summons against BLS International Services Limited, one of the members
of our Promoter Group. Any future instance of such actions against our Promoters or members of our
Promoter Group may impact our reputation, goodwill and financial condition.
On January 10, 2023, SEBI vide its email to BLS International Services Limited, sought various information
pertaining to the board meeting held on April 13, 2022, to consider the proposal for issuance of bonus shares
to its equity shareholders, for which detailed reply was submitted on January 17, 2023. Subsequently, SEBI
vide its letter bearing no. SEBI/HO/IVD/ID3/OW/SJ/2023/4418/1 dated February 02, 2023, summoned the
company secretary of BLS International Services Limited, Mr. Dharak Mehta for production of documents
and personal appearance on February 10, 2023, in the matter of “trading activities of certain entities in the
scrip of BLS International Services Limited”. Consequently, the company secretary appeared before SEBI.
However, as on the date of this Draft Red Herring Prospectus, SEBI has not sought any additional
information from BLS International Services Limited. We cannot assure you that such summons will not
result in investigations, enquiries or legal actions by any courts, tribunals or regulatory authorities against
our Promoters or members of our Promoter Group.
18. Any variation in the utilization of the Net Proceeds shall be subject to certain compliance requirements,
including prior approval of the shareholders of our Company.
We propose to utilize the Net Proceeds for (i) financing the capital expenditure requirement towards
expansion of our Manufacturing Facility by increasing the manufacturing capacity of certain of our existing
products; (ii) funding working capital requirements of our Company; and (iii) general corporate purposes.
For further details, see the section titled “Objects of the Issue” on page 115. The proposed utilization is based
on current business plans, management estimates, prevailing market conditions, vendor quotations, and other
commercial and technical factors, and has not been appraised by any bank, financial institution, or
independent party. These estimates may be inaccurate, and we may require additional funds to fully
implement the proposed objectives. Moreover, unforeseen changes in external conditions, costs, financial
situation, or business strategies may require us to vary the use of the Net Proceeds.
Any delay in implementation may lead to additional costs, adversely impacting our business, financial
condition, results of operations, and cash flows. As per the Companies Act, 2013 and SEBI ICDR
Regulations, any variation in the utilization of Net Proceeds would require shareholder approval via a special
resolution. If such approval is not obtained in a timely manner, or at all, it could negatively affect our
operations. For further details, please refer to the chapter titled “Object of the Issue” on page 115 of this
Draft Red Herring Prospectus. As a result, even if variation in deployment of unutilized Net Proceeds is in
the interest of our Company, our ability to do so may be restricted, thereby limiting our flexibility to respond
to changing business or financial conditions, and adversely affecting our business, results of operations, cash
flows, and financial condition.
4624
19. Majority of our export operations are concentrated in the countries forming part of Middle East regions,
specifically in Saudi Arabia. Any adverse changes in economic and political conditions in these regions
may have an adverse impact on our business, results of operations, cash flows, and financial condition.
During the last three Financial Years, our export operations are spread across 11 countries and as of March
31, 2025, 8.43% of our revenue from operations was generated from our export operations. While, we have
created a global footprint, our operations are concentrated in countries forming part of Middle East,
specifically in Saudi Arabia. We have in the past derived, and we believe that we will continue to derive, a
significant portion of our revenue from such geographic region. In the events we are unable to expand our
operations to other regions, adverse changes in economic and political conditions of the aforementioned
regions may have an adverse impact on our business, results of operations, cash flows, and financial
condition.
Below is a country-wise bifurcation of our exports:
Countries Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of export Revenue % of export Revenue % of export
from sale of operations from sale of operations from sale of operations
products products products
(₹ in Lacs) (₹ in Lacs) (₹ in Lacs)
Saudi Arabia 2,287.25 82.64% 127.27 10.64% 64.72 4.82%
Bangladesh 209.66 7.53% 828.37 69.33% 1,149.51 85.54%
Egypt 153.25 5.54% - - - -
UAE 85.93 3.10% 1.49 0.12% 51.86 3.86%
USA 29.54 1.07% 4.96 0.42% - -
Turkey 1.65 0.06% 0.82 0.07% 0.85 0.06%
Oman 0.20 0.06% - - - -
Zambia 0.15 0.00% 113.96 9.54% - -
Germany - - 1.27 0.11% 0.98 0.07%
Qatar - - 116.74 9.77% 74.11 5.52%
Tanzania - - - - 1.72 0.13%
TOTAL 27,67.63 100.0% 1,194.88 100.0% 1,343.75 100.0%
Any downturn in the Middle East region or any deterioration of the financial conditions of our customers in
such region or any renegotiation of arrangements may result in a reduction in the scope of our operations
and the revenue booked against such region. Further, there are a number of factors outside of our control that
might result in the loss of a client, including a demand for price reductions; market dynamics and financial
pressures; and a change in strategy by moving more work in-house or to our competitors. Any failure to
retain our customers in the Middle East region, expand the size of our business with them, or expand to new
clients in new geographies could have an adverse effect on our business, profits and results of operations.
The concentration of our clients in the Middle Eastern region exposes us to adverse economic or political
circumstances in such region, including on account of any on-going economic slowdown and inflationary
trends in such economies. There have been instances in the past, wherein we suffered a loss of business in
Bangladesh on account of the political and social changes and resultant economic deterioration. These factors
disrupted industrial activity and supply chains, which led to reduced demand from key customers.
Additionally, the depreciation of the Bangladeshi Taka and tightening of import regulations further impacted
order volumes and payment cycles. This resulted in decline in revenue earned from such region from 85.54%
in Fiscal 2023 to 7.58% in Fiscal 2025. Occurrence of any such events in the regions we operate, our
business, results of operations and financial condition may be impacted. In order to mitigate such risks, we
intend to expand our geographical presence in additional countries in the Middle Eastern region. For further
details, please refer to “Our Business - Our Business Strategies – Expansion through deeper penetration in
existing international markets and strategic entry into new global geographies” on page 226 of this Draft
Red Herring Prospectus.
20. We have experienced negative cash flows in relation to our operating activities in the last three financial
years. Any negative cash flows in the future would adversely affect our results of operations and financial
condition.
Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet its
capital expenditure, pay dividends, repay loans and make new investments without raising finance from
external resources. If we are not able to generate sufficient cash flow, it may adversely affect our business
4724
and financial operations. We experienced negative cash flows in the following periods as indicated in the
table below:
(₹ in lakhs)
Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Net cash used/ generated from operating activities 2,485.26 268.35 (891.56)
Net cash used/ generated from investing activities 85.68 (75.11) (417.71)
Net cash used/ generated from financing activities (2,571.76) (224.07) 1233.01
Net increase/ (decrease) in cash and cash (0.82) (30.83) (76.26)
equivalent
There can be no assurance that our net cash flows shall be positive in the future. Any negative cash flows in
the future over extended periods, or significant negative cash flows in the short term, could materially impact
our ability to operate our business and implement our growth plans. As a result, our cash flows, business,
future financial performance and results of operations could be materially and adversely affected. For further
details, see “Restated Financial Statements” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on pages 279 and 344, respectively.
21. Our proposed capacity expansion plans are subject to the risk of unanticipated delays in implementation
and cost overruns.
Based on the expected potential growth in the polymer industry and the consequent increase in demand for
our products in the recent years, we anticipate an increase in the production capacity. In order to support our
growth strategy across India, we intend to increase the installed capacity of our existing Manufacturing
Facility. As we continue our growth by investing in the capacity expansion of our Manufacturing Facility,
we may encounter regulatory, personnel and other difficulties that may increase our expenses, which could
delay our plans or impair our ability to become profitable in these areas. For details of the proposed
expansion, please refer to the chapter titled “Objects of the Issue – Financing the capital expenditure
requirement towards expansion of our Manufacturing Facility by increasing the manufacturing capacity of
certain of our existing products” on page 117 of this Draft Red Herring Prospectus.
There can be no assurance that the proposed capacity additions and expansion will be completed as planned
within the cost estimates and in a timely manner, or at all. Any shortfall in our net owned funds, internal
accruals and our inability to raise debt in future would result in us being unable to meet our capital
requirements, which in turn will negatively affect our financial condition and results of operations. Further,
we have not identified any alternate source of funding and hence any failure or delay on our part to raise
money from this issue or any shortfall in the issue proceeds may delay the implementation schedule and
could adversely affect our growth plans. Further, the estimated schedule completion dates are based on
estimates and we cannot assure you that such proposed expansion will culminate into production on schedule.
There can be no assurance that such plans will be successfully implemented or completed or that if
completed, they will result in the anticipated growth in our revenues or improvement in the results of
operations we anticipate from the implementation of such initiatives.
22. Pricing pressure from customers may affect our gross margin, profitability and ability to increase our
prices, which in turn may materially adversely affect our business, results of operations and financial
condition.
Being in a competitive market, we face pricing pressures from our customers. Accordingly, polymer
manufacturers like us must be able to reduce our operating costs in order to maintain profitability. Such price
reductions may affect our sales and profit margins. If we are unable to offset customer price reductions in
the future through improved operating efficiencies, new manufacturing processes, sourcing alternatives or
other cost reduction initiatives, our business, results of operations and financial condition may be materially
adversely affected. Our customers also negotiate for larger discounts in price as the volume of their orders
increase. To maintain our profit margins, we seek price reductions from our suppliers, improved production
processes to increase manufacturing efficiency to reduce costs. There can be no assurance that we will be
able to avoid future customer price reductions or offset the impact of any such price reductions through
continued technology improvements, improved operational efficiencies, cost-effective sourcing alternatives,
new manufacturing processes, cost reductions or other productivity initiatives. We cannot assure you that
we shall be able to successfully pass on increased costs of raw materials to our customers in the future, which
may adversely affect our business, financial condition and results of operations.
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23. Fluctuations in the average selling prices of polymer resins could adversely affect our business, financial
condition, results of operations and cash flows.
The average selling prices of our products may be subject to fluctuations depending on the market conditions.
The average selling prices of our products are affected by the general market conditions, such as pricing by
competition and raw material costs, which could have an impact on the businesses of our distributors and, in
turn, their demand for our products. The most significant determinant is the volatility in global crude oil
prices, as polymers are derived from petrochemical feedstocks like ethylene and propylene. Any disruption
in oil supply, OPEC+ production decisions, or geopolitical events could affect raw material costs.
Additionally, global supply chain dynamics, such as freight costs and port congestion, will continue to impact
import prices. (Source: CRISIL Report)
Further, based on an internal analysis we also sell our raw materials to take advantage of arbitrage
opportunities, without affecting our normal operations. During the Fiscal 2025, Fiscal 2024 and Fiscal 2023,
26.10%, 13.83% and 11.67% of our total revenue from operations was derived from such trading activities.
Our revenue from trading activities has been consistently increasing, as compared to our revenue from
operating activities. An inflexible pricing policy may result in reduction in sales as well as our revenue from
trading of materials, on account of reduced price competitiveness. While, we have not experienced any
material fluctuation in our average selling prices in the preceding three Fiscals, we cannot assure you that
we will not experience declining average selling prices for our products or that our average selling prices
can remain at the same level in the future. A decline in the average selling prices for our products could
adversely affect our business and financial condition, operating results, and cash flows.
24. We are yet to place orders for equipment proposed to be funded through this Issue. In the event of any
delay in placing the orders, or in the event the vendors are not able to provide the equipment in a timely
manner, or at all, it may result in time and cost over-runs and our business, results of operations, financial
condition and cash flows may be adversely affected.
We are yet to place orders for the entire portion of the total capital expenditure which we propose to fund
from the Net Proceeds, for an amount of upto ₹ 6,984.32 lakhs, constituting 100% of the total plant and
machinery proposed to be purchased from the Net Proceeds of the Issue. We have not entered into any
definitive agreements to utilize the Net Proceeds for these objects of the Issue and have relied on the
quotations received from third parties for estimation of the cost. The completion of such projects is dependent
on the performance of external agencies, which are responsible for inter alia procurement and installation of
machinery and equipment. If the performance of these agencies is inadequate, it may result in incremental
cost and time overruns which could adversely affect our business and results of operations. We may also be
unable to identify suitable replacement external agencies in a timely manner. In addition, the actual amount
and timing of our future capital requirements may differ from our estimates as a result of, among other things,
unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, engineering design changes
and technological changes.
The quotations received by us for such plant and machinery as of the date of this Draft Red Herring
Prospectus are valid for a certain period of time and may be subject to revisions and other commercial and
technical factors. Additionally, in the event of any delay in placement of orders, the proposed schedule,
implementation and deployment of the Net Proceeds may be extended or may vary accordingly. We cannot
assure you that the actual costs incurred will not exceed the quotation amounts. Our inability to procure such
machinery and equipment at acceptable prices or in a timely manner, may result in an increase in capital
expenditure, the proposed schedule implementation and deployment of the Net Proceeds may be extended
or may vary accordingly, thereby resulting in an adverse effect on our business, results of operations,
financial condition and cash flows.
25. Certain of our corporate records and filings made by us are either untraceable or incorrect. We cannot
assure you that legal proceedings or regulatory actions will not be initiated against us in the future, or
that we will not be subject to any penalty imposed by the competent regulatory authority in relation to
such discrepancies.
We have not been able to trace certain of our Company’s corporate records and regulatory filings, as set out
below:
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Sr. No. Particulars Date of Event Relevant form
1. Notice of board meetings, committee Since Incorporation till March -
meetings and general meeting 31, 2013
2. Minutes of board meetings, committee Since Incorporation till March -
meetings and general meetings 31, 2013
3. Attendance sheet of board meetings, Since Incorporation till March -
committee meetings and general meetings 31, 2013
4. Disclosure of disqualification of a director, Since Incorporation till March DIR-8, MBP-1, DIR-2
notice of interest and consent to act as a 31, 2013
director
5. Register of details of securities held by Since Incorporation till March MBP-2, MBP-3 and
Directors and Key Management Personnel, 31, 2013 MBP-4
Register of loans, guarantee, security and
acquisition as per MBP-2, Register of
investments not held in its own name as per
MBP-3, Register of contracts with related
party as per MBP-4
6. Standalone audit report along with FY 1990-91 to 2004-05 -
financials
7. Form for Filing of Balance Sheet FY 1990-91 to 2004-05 Form 23AC
8. Form for Filing Profit & Loss Account FY 1990-91 to 2004-05 Form 23ACA
9. Compliance Certificate FY 1990-91 to 2010-11 and Form 66
2012-13 to 2013-14
10. Appointment of Auditor FY 1990-91 to 2006-07 and Form 23B
2008-09
11. Approval of the annual accounts, board FY 1990-91 to 2013-14 Form 23
report and annexures
12. Annual return FY 1990-91 to 1995-96 and Form 20B
1997-98 to 1999-2000
13. Allotment of 2,48,000 equity shares through December 28, 1991 Form-2
Further issue.
14. Allotment of 3,600 equity shares through March 31, 1994 Form-2
Further issue of the share capital.
15. Availing credit facility from HDFC Bank -* Form 8
Limited (10113948)
16. Secretarial audit report FY 2014-15 to 2019-20 and MR-3
2021-22
17. Extract of the annual return FY 2014-15 to 2015-16 and MGT-9
2017-18 to 2020-21
18. Reconciliation of share capital Audit FY 2019-20 to 2023-24 PAS-6
19. Report on Corporate Social Responsibility FY 2019-20 to 202-22 CSR-2
(CSR)
20. Appointment of the M/s Ajay Kumar Singh FY 2015-16 to 2016-17 CRA-2
& Co., as Cost Auditor.
21. Filing of Cost Audit Report FY 2015-16 CRA-4
*Not ascertainable.
Accordingly, certain disclosures in this Draft Red Herring Prospectus in relation to such untraceable
corporate or secretarial records have been made with reliance on other supporting documents available in
our records, including the resolutions passed by the Board or Shareholders in their meetings, or documents
annexed to the filings sent to the relevant regulatory authorities. We have relied on the search report dated
August 5, 2025, issued by Himanshu S K Gupta & Associates, Practicing Company Secretaries, (having peer
review certificate bearing number 1943/2022), pursuant to their inspection and independent verification of
the documents available or maintained by our Company, the Ministry of Corporate Affairs at the MCA Portal
and the RoC. Further, we have also submitted our letter dated August 5, 2025, to the RoC informing them
about the untraceable filings of our Company.
Additionally, there have been certain discrepancies or inadvertent errors in relation to statutory filings
required to be made by us with the RoC under applicable laws, as well as certain other non-compliances of
provisions of Companies Act, 1956 and Companies Act, 2013 which have been intimated to the RoC by way
of filing Form GNL-2 bearing SRN AB5855383 on August 5, 2025. The said intimation has been included
as a material document for inspection in the section titled “Material Contracts and Documents for
5024
Inspection” starting on page 474 of the DRHP. A list of certain material discrepancies has been provided
below:
Sr. No. Particulars
1. Company had availed a vehicle loan of INR 44,00,000/- during the financial year 2014–2015. However,
due to an inadvertent oversight, it did not register the corresponding charge with the RoC*
2. In the Form AOC-4 (XBRL) submitted for the financial year ended as on March 31, 2018, March 31,
2019, our Company inadvertently omitted the disclosure of the Corporate Social Responsibility (CSR)
contribution within the attached XBRL file.
Furthermore, the Board Report for the financial year 2015 incorrectly stated that no profits were
transferred to the General Reserve. However, our Company had transferred its entire net profit for the
year to the General Reserve.
3. Company approved the share transfer through Form SH-4 executed on March 30, 2021 between BLS
International Service Limited ‘Transferor’ and B L & Sons Limited ‘Transferee’ for the transfer of
9,00,000 Equity shares (bearing distinctive number: 6761671 to 7661670 and certificate number: 74) in
non-compliance with provision of Rule 9A of the Companies (Prospectus and Allotment of Securities)
Rules, 2014.
4. Company approved the share transfer through Form SH-4 executed on March 08, 2022 between B L &
Sons Limited ‘Transferor’ and Wonder Rock Finance & Investment Private Limited ‘Transferee’ for the
transfer of 3,08,166 Equity shares (bearing distinctive number: 8161671 to 8469836 and certificate
number: 76B) in non-compliance with provision of Rule 9A of the Companies (Prospectus and Allotment
of Securities) Rules, 2014.
5. Company approved the share transfer through Form SH-4 executed on March 08, 2022 between B L &
Sons Limited ‘Transferor’ and V. S. Estates Private Limited ‘Transferee’ for the transfer of 60,000 Equity
shares (bearing distinctive number: 8101671 to 8161670 and certificate number: 76A) against the total
consideration of the Rs. 19,47,180/- in non-compliance with provision of Rule 9A of the Companies
(Prospectus and Allotment of Securities) Rules, 2014.
6. Company has inadvertently failed to mention all the disclosures prescribed under Unlisted Public
Companies (Preferential Allotment) Rules, 2003 in the explanatory statement of shareholders’ approval
annexed to Form 23 filed for the preferential allotment dated August 02, 2006.
Further Auditor certificate is not available in the records of our Company as required under Rule 7 of the
Unlisted Public Companies (Preferential Allotment) Rules, 2003).
7. Company had availed the vehicle loan of INR 89,54,000/- during the financial year 2022–23. However,
due to an inadvertent oversight, it failed to register the corresponding charge with the Registrar of
Companies (ROC) as required under the applicable provisions of the Companies Act. *
*These loans have been repaid by us in full.
While no legal proceedings or regulatory action has been initiated against our Company in relation to the
unavailable filings and statutory lapses as of the date of this Draft Red Herring Prospectus, we cannot assure
you that such proceedings or regulatory actions will not be initiated against our Company in the future in
relation to the missing filings and corporate records. The actual amount of the penalty which may be imposed
or loss which may be suffered by our Company cannot be ascertained at this stage and depends on the
circumstances of any potential action which may be brought against our Company. We cannot assure you
that any such proceedings will not have a material adverse effect on our financial condition or reputation.
26. We may not be able to collect receivables due from our customers, in a timely manner, or at all, which
may adversely affect our business, financial condition, results of operations and cash flows.
Our scope of work and payment terms are typically governed by the purchase orders executed with our
customers. As per our business model, we typically supply our products directly to our customers after
receiving a certain amount as advance payment. In the event, a customer terminates the order, or delays or
defaults the payments due to us, we shall not be able to recover the amount or resources invested in an order
thereby affecting our cash flow, results of operations and financial condition. There have been instances in the
past, wherein our customers have delayed or defaulted in making payments due to us. The table below sets
forth details relating to our trade receivables as of the dates indicated below and allowances for expected credit
losses during the periods indicated below, and as a percentage of our revenue from operations as per restated
financial statement during the periods indicated below:
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Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ % of total Amount (₹ % of total Amount (₹ % of total
in lakhs) revenue in lakhs) revenue in lakhs) revenue
from from from
operations operations operations
Trade Receivables 7,676.69 23.37% 6,572.86 22.18% 6,488.42 20.62%
Allowances for expected (303.85) (0.93)% (303.85) (1.03)% (303.85) (0.97)%
credit losses
Trade Receivables (Net) 7,372.84 22.45% 6,269.01 21.15% 6,184.57 19.66%
As of March 31, 2025, 2024 and 2023, ₹ 1142.24 lakhs, ₹ 607.86 lakhs and ₹ 654.55 lakhs or 14.88%, 9.25%
and 10.09%, respectively, of our total trade receivables, had been outstanding for a period exceeding six
months from their respective due dates of payments. For details in relation to ageing of debtors of our
Company, please refer to “Financial Statements- Restated Financial Statements – Notes to Restated Financial
Statements – Annexure VI – Note 7.1 - Trade receivables due for payment” on page 306 of this Draft Red
Herring Prospectus. The holding level of our trade receivables has increased from 72 days as of March 31,
2023 to 76 days as of March 31, 2025 primarily due to increase in credit period advanced to customers. We
extend credit to our customers, with post-billing credit terms of up to 60-90 days, and in certain cases, we may
experience delays in payments by our customers even beyond the credit period afforded to them. As a result,
we have, and may continue to have, high levels of outstanding receivables.
We cannot assure you that we will be able to collect our receivables on time or at all, which could adversely
affect our cash flows, results of operations and financial condition. We may have to initiate arbitration
proceedings or legal proceedings against our customers, in order to recover the pending dues, which could
adversely affect our relationships with our current or future customers, result in costly litigation, cause delay
or stoppage in our projects, divert management’s attention and resources and wastage of time and resources.
We may also incur costs in collecting payments from our customers and we may not be able to recover such
costs. As per the Restated Financial Statements bad debts of our Company pursuant to default in payment by
our customers for Fiscals 2025, 2024 and 2023 were ₹ 2.58 lakhs, ₹ 27.98 lakhs and ₹ 37.19 lakhs, respectively.
While such events have occurred in the preceding three Fiscals, occurrence of any such instances in the future
could adversely affect our business, cash flows, financial condition and results of operations.
27. We are in the process of expanding our operations and establishing a network of distributors & customers
in regions where we do not have a significant presence or prior experience. Any failure to expand into
these new regions could adversely affect our sales, financial condition, result of operations and cash
flows.
In order to cater to the growing market demand for our products, specifically for adhesives for 3LPE
applications, and expand our presence in new regions, we are in the process of deepening our presence in
the existing regions where we operate as well as in new regions such as, Tunesia, Algeria, Nigeria and Oman.
We have recently entered into a service agreement with a marketing and distribution company in UAE for
obtaining advisory and support services for selling certain of our products in Egypt, United Arab Emirates,
Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. To support our global expansion efforts, we also intend to
appoint sub-agents in selected international markets, who shall identify and map potential demand for our
products within their regions. We aim to leverage the increasing demand from international markets to
enhance our exports. Due to our lack familiarity with the economic conditions of the new international
regions, fluctuations in the local economy, currency exchange rates, and regulatory environment can pose
risks to our operations and financial stability. Without an established customer and distributor network or
end customer base in these regions, we face uncertainty regarding the demand for our products. It may take
considerable time and resources to build relationships and gain market acceptance, potentially delaying the
realization of sales volume. Further, our products may not gain market acceptance or meet the specific
requirements of customers in these new markets and regions. Adapting our offerings to local preferences,
regulatory standards, and customer needs can be complex and may require additional investments and
resources. This could lead to lower product pricing as we struggle to establish ourselves and higher
expenditure on reputation building, impacting our profitability. If we fail to successfully navigate these
challenges and establish a strong presence in the new regions, our sales, financial condition, results of
operations, and cash flows could be significantly and adversely affected.
28. We are dependent on third parties for the transportation and timely delivery of our products to customers.
Any failure by or loss of a third party transport service provider could result in delays and increased costs,
5224
which may adversely affect our business.
We rely on third parties for the transportation services for the timely delivery of our products to our
customers located in India and other countries. The following table sets forth the transportation costs incurred
as a percentage of our total expenses and revenue from operations in the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in lakhs) % of (₹ in lakhs) % of (₹ in lakhs) % of
revenue revenue revenue
from from from
operations operations operations
Transportation costs* 729.16 2.22% 729.49 2.46% 730.43 2.32%
Total 729.16 2.22% 729.49 2.46% 730.43 2.32%
*Transportation costs include cartage outward.
We use different modes of transportation, including road and sea for our domestic and overseas operations.
We engage third-party logistic service providers to provide support our transportation requirements. In the
event that these third party logistic service providers are unable to provide services for our operations for
reasons which are beyond our control and we are unable to secure alternate transport arrangements in a
timely manner and at an acceptable cost, or at all, our business, cash flows, financial condition, results of
operations and reputation may be adversely affected. In order to mitigate risk relating to dependence on
transportation providers, we generally maintain alternative service providers, to ensure business continuity
and timely execution of orders. While, the aforementioned events, have not materially occurred in the
preceding three Fiscals, however occurrence of any such events, may have a material impact on our business,
results of operations and financial condition.
Disruptions of transportation services because of natural disasters, pandemics, mass protests, civil unrest,
strikes, lockouts or other events may affect our delivery schedules and impair our supply to our customers.
For instance, there was mass protest by farmers in several parts of the country like Delhi, Haryana and
Punjab, against three farm acts which were passed by the Parliament of India in September 2020. Further,
disturbance in the Red Sea owing to attacks on cargo ships resulted in a steep rise in ocean-shipping rates
and weekslong delays on account of diversion of ships to avoid attacks, could also impact completion of our
orders. While delivery of products to customers within India is generally shipped by road, our shipments to
the foreign markets are by sea and subject to associated risks, including damage or loss of containers due to
shipwreck, mishandling of our shipment at port or at sea, damage during transportation and loading and
unloading. While, there have been instances in the past, wherein our raw materials and finished products
were damaged on account of moisture absorption, occurrence of any such events may have an adverse impact
on our business, results of operations and financial condition.
While we maintain sales turnover insurance policy to cover various risks during the transit of goods, any
damage suffered by us in excess of coverage amounts, or in respect of losses not covered by such insurance
policies will have to be borne by us. We may also be affected by an increase in fuel costs, as it will have a
corresponding impact on freight charges levied by our third party transportation providers. Further, the
unavailability of adequate port and shipping infrastructure for transportation of our products to our foreign
markets may have an adverse effect on our business, financial condition, cash flows and results of operations.
While, the aforementioned events, have not materially occurred in the preceding three Fiscals, however
occurrence of any such events, may have a material impact on our business, results of operations and
financial condition.
29. There have been certain instances of non-compliances with certain provisions of Companies Act, 2013 in
the past. Consequently, we may be subject to regulatory actions and penalties for any such non-
compliance and our business, financial condition and reputation may be adversely affected.
We manage regulatory compliance by monitoring and evaluating our internal controls and ensuring that we
are in compliance with all relevant statutory and regulatory requirements. There can be no assurance that
deficiencies in our filings will not arise in future, or that we will be able to implement, or continue to
maintain, adequate measures to rectify or mitigate any deficiencies in our internal control. Any inability on
our part to adequately detect, rectify any deficiencies in our internal controls may adversely impact our
ability to accurately report, or successfully manage, our financial risks and to avoid frauds. As we continue
to grow, there can be no assurance that there will be no other instances of such inadvertent non-compliances
5324
with statutory requirements, which may subject us to regulatory action, including monetary penalties, which
may adversely affect our business and reputation.
In the past, there have been lapses in compliance with certain provisions of the Companies Act, 2013 and
the rules made thereunder, details of which have been provided below:
a) In accordance with the provisions of Rule 9A of the Companies (Prospectus and Allotment of
Securities) Rules, 2014, relating to the dematerialization of existing securities, our Company failed to
facilitate the dematerialization of its securities as required under the applicable provisions from October
2, 2018 to July 14, 2024. However, we have now complied with the requirement and obtained ISIN
activation confirmation from CDSL on July 15, 2024. We have also filed an application through Form
GNL-1 dated August 3, 2025 bearing SRN AB5819769, for compounding of offence before the
Registrar of Companies, National Capital Territory of Delhi and Haryana, under Section 441 of the
Companies Act, 2013 for delay in compliance with the provisions of Rule 9A of the Companies
(Prospectus and Allotment of Securities) Rules, 2014.
b) In accordance with the provisions of Section 135(5) of the Companies Act, 2013, our Company
inadvertently failed to spend the requisite amount towards corporate social responsibility activities
during the financial year 2021-22 and thereafter failed to transfer the unspent amount towards the finds
specified in Schedule VII by September 30, 2022. Additionally, a disclosure in this regard was not
made in the report of the Board of Directors, on account of an oversight.
Our Company has filed an application through Form GNL-1 dated August 3, 2025 bearing SRN
AB5820008 before the Registrar of Companies, National Capital Territory of Delhi and Haryana under
Section 441 of the Companies Act, 2013, read with provisions of Section 135(5) of the Companies Act,
2013 for compounding the non-compliance arising from the above.
There can be no assurance that such applications will be accepted, and an order will be passed in a timely
manner, or that our Company will not be subjected to any fines or penalties under the Companies Act, 2013.
Further, if such non-compliances re-occur, our Company, Promoters and Directors may be subjected to
additional penalties, owing to such non-compliances. We cannot assure you that we will not be subject to
any legal proceedings or regulatory actions, including monetary penalties by statutory authorities on account
of any inadvertent discrepancies in our secretarial filings and/or corporate records in the future, which may
adversely affect our business, financial condition and reputation.
30. Restrictions on import of raw materials may impact our business and results of operations.
We currently import a small portion of our raw materials from Houston, Dubai, Thailand and Saudi Arabia.
The raw material imports are regulated by certain specific laws and regulations that permit concerned
authorities to stop any import if it is deemed that the goods proposed to be imported may be hazardous.
While the raw materials we import may not be hazardous in nature, we cannot assure you that such
regulations will not be made applicable to us or that such regulations will not evolve into more stringent
regulations, which would place onerous requirements on us and consequently restrict our ability to import
raw materials. While we have not in the recent past experienced any challenges in importing such materials,
we cannot assure you that we will not experience any such challenges in the future. For the Fiscal 2025,
Fiscals 2024 and Fiscal 2023, our purchase of imported raw materials and components consumed amounts
to ₹ 4,956.59 lakhs, ₹ 7,306.84 lakhs and ₹ 6,548.32 lakhs, representing 26.18%, 34.80% and 28.18%,
respectively, of our total raw material purchase. In light of the volatile tariff rates and ongoing war like
situations in various countries, the import of raw materials could be affected in the future. (Source: CRISIL
Report) In the event we are unable to import these materials, there can be no assurance that we will be
successful in identifying alternate suppliers for raw materials or we will be able to source the raw materials
at favorable terms in a timely manner or at all. Any change in law or applicable governmental policies
relating to imports, change in international geo-political situations, restriction on import of raw materials
could have an adverse effect on our ability to deliver products to our distributors, business and results of
operations.
31. Most of our manufacturing is based on confirmed orders under direct arrangements. If there are any
fluctuations in the demand for our products, it could affect our inventory levels, operations, financial
condition and cash flow.
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Our inventory levels are determined by firm orders and the products required to be manufactured. To
effectively manage our inventories, we must be able to accurately estimate customer demand and supply
requirements and manufacture and procure inventory accordingly. If our management misjudges expected
customer demand, it could adversely impact the results by causing either a shortage of products or an
accumulation of excess inventory. Set out below are details of our inventories for the years indicated:
Particulars Fiscals
2025 2024 2023
Inventories (₹ lakhs) 5462.31 6243.56 6459.13
Inventory days(1) (in days) 80 93 76
Inventory turnover ratio(2) 4.54 3.92 4.80
*Not annualised
Note:
(1)Inventory days is calculated as 365 days divided by inventory turnover ratio.
(2)Inventory turnover ratio is calculated as cost of goods sold divided by Average Inventory
We maintain the required levels of inventory as our customers require us to manufacture and supply our
products to them in a short interval of time, and in case of delayed delivery of products they may cancel the
orders placed with us. While, such instances have not materially occurred in the preceding three Fiscals,
however occurrence of events may affect our business, financial condition, results of operations or cash
flows.
32. Some of our Directors do not have any prior experience of being a director in any other listed company
in India and this may present certain potential challenges for our Company and in the event of any
material non-compliance where our Directors are held liable and responsible, we may have to appoint
new directors.
Our current Board comprises six directors which includes one Managing Director, one Executive Director,
one Non-Executive Director and three (03) Independent Directors. Some of our Directors do not hold
directorship in any other listed company in India. While our Board members are qualified and have relevant
experience in their respective fields, not having any significant contemporary experience of being a director
in any other listed company in India may present certain potential challenges for our Company. In the event
of any material non-compliance where our Directors are held liable and responsible, we may have to appoint
new directors or replace our current Directors, which could be time consuming and may involve additional
costs for our Company. For further details, see “Our Management” on page 246 of this Draft Red Herring
Prospectus.
33. Our Company may not be able to obtain, renew or maintain our statutory and regulatory permits and
approvals required to operate our businesses on time or at all. Any failure to renew the approvals that
have expired or apply for and obtain the required approvals, licenses, registrations or permits, or any
suspension or revocation of any of the approvals, licenses, registrations and permits that have been or
may be issued to us, may adversely affect our operations.
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. There can be
no assurance that we will be able to obtain these registrations and approvals including approvals in relations
to our operations in a timely manner or at all.
Our Company is generally required to obtain (i) registration and undertake compliances under employee
welfare laws such as, Employees State Insurance Act, 1948, Employee Provident Fund Act, 1952 and
Factories Act, 1948; (ii) environmental registration and approvals under Water (Prevention and Control of
Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981, the Environment (Protection)
Act, 1986 and the Water (Prevention and Control of Pollution) Cess Act, 1977; (iii) weights and
measurement verification certificates under Legal Metrology (General Rules), 2011; and (iii) taxation
registration and approvals such as, Central Goods and Service Tax Act, 2017 and the Income-tax Act, 1961.
The details of such licenses and approvals have been disclosed in the chapter titled “Government and other
Statutory Approvals” on page 388. For details in relation to the regulations under which our licenses and
approvals are issued, please refer to the chapter titled “Key Industrial Regulations and Policies” on page 234
of this Draft Red Herring Prospectus. Even after we have obtained the required licenses, permits and
approvals, our operations are subject to continued review and the governing regulations which may change.
As on date of this Draft Red Herring Prospectus, our Company has made necessary applications for
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registering one of our warehouses situated in Goa as an establishment under the Goa, Daman & Diu Shops
& Establishments Rules, 1975 and seeking a registration of our Manufacturing Facility under the Plastic
Waste Management Rules, 2016, as amended. Further, in respect of the Proposed Expansion, we have made
an application for seeking an amendment in the authorised production capacity for our products in the
consent to establish issued by the Goa State Pollution Control Board under Section 25 of the Water
(Prevention and Control of Pollution) Act, 1974 and under Section 21 of the Air (Prevention and Control of
Pollution) Act, 1981. The applications are presently pending. For further details, please see “Objects of the
Issue - Financing the capital expenditure requirement towards expansion of our Manufacturing Facility by
increasing the manufacturing capacity of certain of our existing products - Government approvals” on page
122 of this Draft Red Herring Prospectus. We cannot assure you that our Company will be able to receive
such approvals in a timely manner or at all. The details of such licenses, for which applications have been
made by our Company have been disclosed in the chapter titled “Government and Other Approvals” on page
388 of this Draft Red Herring Prospectus.
Even after we have obtained the required licenses, permits and approvals, our operations are subject to
continued review and the governing regulations which may change. We cannot assure you that we will be
able to obtain or comply with all necessary licenses, permits and approvals required for our Manufacturing
Facility in a timely manner to allow for the uninterrupted manufacturing operations. Furthermore, the
government approvals and licenses, including environmental approvals are subject to numerous conditions,
some of which are onerous and require us to incur substantial expenditure, specifically with respect to
compliance with environmental laws. We cannot assure you that the approvals, licenses, registrations and
permits issued to us would not be suspended or revoked in the event of non-compliance or alleged non-
compliance with any terms or conditions thereof, or pursuant to any regulatory action. If we fail to comply
with all applicable regulations or if the regulations governing our business or their implementation change,
we may incur increased costs, be subject to penalties and suffer a disruption in our operations, any of which
could materially and adversely affect our business and results of operations. There have not been any
instances in the preceding three Fiscals, wherein fines and penalties were imposed on our Company on
account of any failure to comply with statutory regulations. Any failure to renew the approvals that have
expired or apply for and obtain the required approvals, licenses, registrations or permits, or any suspension
or revocation of any of the approvals, licenses, registrations and permits that have been or may be issued to
us, may adversely affect our operations.
34. Despite our quality check and control processes, if there are any defects or malfunction of our products,
we could be liable for claims against us which may reduce demand for our products and damage to our
reputation.
We are engaged in the business of manufacturing polymer compounds. We have implemented quality
assurance systems and standard operating procedures in our Manufacturing Facility, which we believe
enables us to meet the requirements of our customers and maintain our track record of reliability. We are
susceptible to risk of supply of defective products or product which do not conform to the requirements of
our customers, which may disrupt our ability to supply products to our customers, leading to adverse effect
on our business and financial performance. In instances of supply of deficient quality of products, our
customers are entitled to reduce the cost of the returned products from the total cost of the products supplied
by our Company. The details of sales returns are provided below:
(₹ in lakhs, except %)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (A) 32,843.59 29,635.83 31,461.61
Sales Return (B) 258.29 327.21 288.95
Sales Return % (B/A) 0.79% 1.10% 0.92%
While, there have been no material cases of sales return due to deficient quality or composition in the
preceding three Fiscals, however we cannot assure you that such instances will not occur in the future or that
they will not affect our business, results of operations and financial condition.
35. Our inability to manage our growth or to successfully implement our growth strategy could materially
and adversely affect our business, financial condition, results of operations and prospects.
Our principal growth strategy is continuous expansion of our business by increasing our product portfolio
and geographic footprint. For instance, we have expanded our product portfolio by venturing into
manufacturing of adhesives for 3LPE applications. We have an PAN-India presence and have also
5624
established a market presence in the Middle Eastern region. We are in the process of expanding our business
operations and adding fresh capacities in our Manufacturing Facility in order to cater to the increased demand
of our products. We intend to utilise a portion of the Net Proceeds to fund capital expenditure requirements
of our existing Manufacturing Facility. For further details, please refer to the chapter titled “Objects of the
Issue – Financing the capital expenditure requirement towards expansion of our Manufacturing Facility by
increasing the manufacturing capacity of certain of our existing products” on page 117 of this Draft Red
Herring Prospectus. While, we have experienced growth in our manufacturing and business operations, we
cannot assure you that we will be able to sustain the past growth in our revenue or implement our growth
strategy successfully, or that we will be able to expand further or diversify our operations effectively.
Our inability to execute our growth strategies in a timely manner or within budget estimates or our inability
to meet the expectations of our customers and other stakeholders, could have an adverse effect on our
business, results of operations and financial condition. Our future prospects will depend on our ability to
grow our business and operations. The development of such future business could be affected by many
external factors or strategies in respect of polymer industry, prevailing interest rates and price of raw
materials. Further, in order to manage our growth effectively, we must implement, upgrade and improve our
operational systems, procedures and internal controls on a timely basis. If we fail to implement these systems,
procedures and controls on a timely basis, or if there are weaknesses in our internal controls that would result
in inconsistent internal standard operating procedures, we may not be able to meet our customers’ needs,
hire and retain new employees or operate our business effectively. Failure to manage growth effectively
could adversely affect our business and results of operations.
36. We depend on our Senior Management Personnel, Key Managerial Personnel and other personnel with
technical expertise, and if we are unable to recruit and retain qualified and skilled personnel, our business
and our ability to operate or grow our business may be adversely affected.
Our future performance would depend on the continued service of our Senior Management Personnel, Key
Managerial Personnel, persons with technical expertise, and the loss of any senior employee and the inability
to find an adequate replacement may impair our relationship with key customers and our level of technical
expertise, which may adversely affect our business, cash flows, financial condition, results of operations and
prospects. For details in relation to the changes in the Key Managerial Personnel and Senior Management of
our Company during the preceding three years, please refer to the chapter titled “Our Management - Changes
in the Key Managerial Personnel and Senior Management in last three years” on page 265 of this Draft Red
Herring Prospectus. While there has been no instance in the preceding three Fiscals where the resignation of
any Senior Management Personnel or Key Managerial Personnel had an adverse impact on our business,
results of operations, cash flows or financial conditions, there is no assurance that such instance will not arise
in the future. Set forth below are details of our employees by function as of the dates indicated, and attrition
rate for the periods indicated:
Particulars As of and for the Fiscal As of and for the Fiscal As of and for the Fiscal
2025 2024 2023
Number of permanent 119 138 137
employees
Attrition Rate (%) 8.7% Nil 12.2%
Our future success, amongst other factors, will depend upon our ability to continue to attract, train and retain
qualified personnel, particularly engineers and other associates with critical expertise, know-how and skills
that are capable of helping us develop sustainable and technologically advanced polymer products and
support our key customers. We may therefore need to increase compensation and other benefits in order to
attract and retain personnel in the future, which may adversely affect our business, financial conditions, cash
flows and results of operations.
37. Our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel have interests
in our Company other than reimbursement of expenses incurred or normal remuneration or benefits.
Our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may be deemed to
be interested in our Company, in addition to the regular remuneration or benefits, reimbursements of
expenses, Equity Shares held by them or their relatives, their dividend or bonus entitlement, benefits arising
from their directorship in our Company. Our Promoters, Director and Key Managerial Personnel may also
be interested to the extent of any transaction entered into by our Company with any other company or firm
in which they are directors or partners. For further details please refer to the paragraph titled ― “Properties”
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in the chapter titled ― “Our Business”, the paragraphs titled ― “Interest of Directors” in the chapter titled
― “Our Management”, the paragraphs titled ― “Interest of our Promoters” in the chapter titled ― “Our
Promoter and Promoter Group”, “Financial Indebtedness” and “Financial Statements- Restated Financial
Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 - Disclosures in respect of
related parties pursuant to Ind AS 24” on pages 232, 269, 269, 376 and 328, respectively of this Draft Red
Herring Prospectus.
There can be no assurance that our Promoters, Directors, Key Management Personnel will exercise their
rights as shareholders to the benefit and best interest of our Company. Our Promoters and members of our
Promoter Group 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 of shareholders.
38. We do not own certain premises used by our Company. Disruption of our rights as licensee/ lessee or
termination of the agreements with our licensors/ lessors would adversely impact our manufacturing
operations and, consequently, our business.
As on the date of this Draft Red Herring Prospectus, our Registered Office, Corporate Office, warehouses
and guest house, have been taken on lease by our Company from related parties or third parties. The details
of our leasehold properties, as of date of this Draft Red Herring Prospectus have been disclosed in the chapter
titled “Our Business – Properties” on page 232 of this Draft Red Herring Prospectus.
Majority of the properties have been leased from our Promoters and they are interested in our Company to
the extent of the rents being paid to them under such lease agreements. These transactions with our Promoters
have been entered into in accordance with applicable laws, including after taking necessary consents and
approvals from the board of directors and/or from the shareholders of the Company and at an arm’s length
basis. Hence, we believe there might not be a conflict of interest on account of these properties being leased
to our Company by our Promoters. Our Company incurs significant expenditure due to leasing of space for
our Registered Office, Corporate Office, warehouses and guest house. The table below indicates payments
under the leases which accounted for a significant portion of our cash outflow for the Fiscals ended 2025,
2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Payments under the 107.35 117.13 74.55
leases (in ₹ lakhs)
We expect any future offices or manufacturing units which we open in the future to be on leased property.
As a result, our Company may incur higher expenses for leasing spaces which could lead to lower margins
in our business in the future. While we do not believe that the increase in expenses due to lease payments
will significantly affect our business operations in the future, we cannot assure you that our profit margins
will not be affected by such increased expenses in the future. As our leases expire, we may fail to negotiate
renewals, either on commercially acceptable terms or at all, which could cause us to pay increased occupancy
costs or to close manufacturing unit, offices or storage spaces, in desirable locations or to shift them, which
may not necessarily yield best results. While, the long-term leases are renewable and extendable in nature,
however in the event for unforeseen reasons such lease agreements are not renewed, we may be required to
vacate the premises on the expiry of the lease period. While, the aforementioned instances have not
materially occurred in the preceding three Financial Years, however, occurrence of any such instances could
have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Further, in most of the leases we cannot terminate the lease agreement, unless we provide the owners with a
written notice for the same. Most of the lease agreements entitle the lessor to terminate the agreement with
cause or on specific breach of the terms and conditions. In order to mitigate the risk relating to abrupt
termination, our lease arrangements typically require parties to serve a notice period for terminating the lease
agreement. While, instances of abrupt termination have not occurred in the past three Fiscals, however, we
cannot assure you that such instances would not occur in the future, and if they do, we cannot assure you
that we shall be able to arrange for alternative properties within the same location, in a timely and cost
effective manner or at all. In the event, we are required to vacate our properties, especially our Corporate
Office and Registered Office, our business operations may come to a standstill, which may have an adverse
impact on our business operations, financial conditions and results of operations.
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39. Our Directors and Promoters, Vinod Aggarwal and Karan Aggarwal have extended personal guarantees
with respect to loan facilities availed by our Company. Revocation of any or all of these personal
guarantees may adversely affect our business operations and financial condition.
Our Directors and Promoters, Vinod Aggarwal and Karan Aggarwal have provided guarantees for the loans
availed by our Company from various lenders. The details of the personal guarantees and corporate
guarantees extended have been provided below:
(₹ in lakhs)
S. No. Name of the lender Name of the Name of the Amount of
Promoter/Promoter Facility Guarantee as on
Group June 30, 2025
1 HDFC Bank Limited Vinod Aggarwal and Working Capital 5,000.00
2 ICICI Bank Limited Karan Aggarwal 2,500.00
3 Yes bank Limited 3,000.00
4 DBS Bank India Limited 1,500.00
5 Bank of Baroda Channel Financing 1,000.00
Total 13,000.00
For details, please refer to the chapter titled ― “Financial Indebtedness” on page 376 of this Draft Red
Herring Prospectus.
In the event any of these guarantees are revoked, our lenders may require us to furnish alternate guarantees
or may demand a repayment of the outstanding amounts under the said facilities sanctioned or may even
terminate the facilities sanctioned to us. There can be no assurance that our Company will be able to arrange
such alternative guarantees or provide an alternate collateral security in a timely manner or at all. If our
lenders enforce these restrictive covenants or exercise their options under the relevant debt financing
agreements, our operations and use of assets may be significantly hampered and lenders may demand the
payment of the entire outstanding amount and this in turn may also affect our further borrowing abilities
thereby adversely affecting our business and operations.
40. Our Company and our Chairman and Managing Director, Karan Aggarwal have extended letter of
comfort and personal guarantee, respectively, in relation to loan facilities availed by our Group Company,
Vinsul Makardi Limited. Any defaults committed by our Group Company or invocation of letter of comfort
or guarantee extended by our Company and our Chairman and Managing Director may adversely affect
our business operations and financial condition.
Our Company and our Chairman and Managing Director, Karan Aggarwal have issued letter of comfort and
personal guarantee, respectively, in favour of ICICI Bank Limited for securing the working capital facilities
availed by our Group Company, namely Vinsul Makardi Limited. The details of the guarantee provided by
our Company and our Chairman and Managing Director have been provided below:
(₹ in lakhs)
Name of the Particulars of the guarantee/comfort issued Name of the Amount of
lender Facility Guarantee as on
June 30, 2025
ICICI Bank Personal Guarantee of Karan Aggarwal and letter Working Capital 900.00
Limited of comfort issued by our Company*
*Our Company has issued a letter of comfort in favour of ICICI Bank Limited to secure the limits sanctioned to Vinsul
Makardi Limited. Further, the personal guarantee of Karan Aggarwal is for an amount of ₹ 800 lakhs.
In the event the business and operations of our Group Company deteriorates and if it commits a default in
payment of principal or interest due to the lender, the letter of comfort or personal guarantee extended by
our Company and our Chairman and Managing Director may get invoked. On the occurrence of any of the
above-mentioned situations, the lender might demand repayment of the outstanding amounts under the said
facilities sanctioned to our Group Company. In the event, we are unable to repay the outstanding amount in
a timely manner or at all, the lender may enforce the restrictive covenants or consequences of defaults which
in turn may affect our further borrowing abilities thereby adversely affecting our business and operations.
While, the events mentioned above have not occurred in the past three Fiscals, however occurrence of any
such instances in the future may affect our business, results of operations and financial condition.
41. We may be subject to forex losses, export-import duties for our international business.
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We are exposed to foreign currency fluctuations, arising from import of our raw materials and export of our
finished goods. The details of such transactions are presented as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(₹ lakhs) revenue of (₹ lakhs) revenue of (₹ lakhs) revenue of
operations operations operations
Imported raw material 4,249.86 12.94% 7,046.62 23.78% 6,980.98 22.19%
Export of finished goods 2,767.63 8.43% 1,194.88 4.03% 1,343.75 4.27%
We will continue to face foreign currency transaction risk to the extent that the amounts and relative
proportions of various currencies in which our costs and liabilities are denominated deviate from the amounts
and relative proportions of the various currencies in which our sales and assets are denominated. We do not
have a formal hedging policy and the impact of future exchange rate fluctuations among different currencies
on our results of operations and financial condition cannot be accurately predicted, and our attempts to
mitigate the adverse effects of exchange rate fluctuations may not be successful. Such exchange rate
fluctuations may in the future have a material adverse effect on our business, results of operations, financial
condition, cash flows and future prospects.
In addition, the policies of the Reserve Bank of India may also change from time to time, which may limit
our ability to effectively hedge our foreign currency exposures and may have an adverse effect on our
business, financial condition, cash flows and results of operations. In order to mitigate the risks relating to
our international operations, we intend to enter into additional geographies. However, we may face
competition in other countries from companies that may have more experience with operations in such
countries or with international operations generally. Moreover, the growth in size or scope of our business,
expansion of our footprint in existing regions in which we operate and entry into new geographies also may
expose us to regulatory regimes with which we have no prior direct experience. In addition, the costs
associated with entering and establishing ourselves in new markets, and expanding such operations, may be
higher than expected, and we may face significant competition in those regions. Any of these developments,
alone or in combination, could have a material adverse effect on our business, results of operations, financial
condition, cash flows and future prospects.
42. Our Company has applied for registration of certain trademarks in its name. Until such registrations are
granted, our Company may not be able to prevent unauthorised use of such trademarks by third parties,
which may lead to the dilution of our goodwill.
Our Company has made applications for registering our logo under the Trade Mark Act, 1999.
Pending the registration of these trademarks, any other vendor in the similar line of business as ours may use
such trademarks and we may have a lesser recourse to initiate legal proceedings to protect our intellectual
property. Further, our applications for the registration of certain trademarks may be opposed by third parties,
and we may have to incur significant cost in relation to these oppositions. In the event we are not able to
obtain registrations due to opposition by third parties or if any injunctive or other adverse order is issued
against us in respect of any of our trademarks for which we have applied for registration, we may not be able
to use such trademarks and / or avail the legal protection or prevent unauthorized use of such trademarks by
third parties, which may adversely affect our goodwill and business. For further details on the trademarks,
registered or pending registration, please refer to the chapters titled “Our Business - Intellectual Property”
and “Government and Other Approvals - Intellectual property” on pages 232 and 393, respectively, of this
Draft Red Herring Prospectus.
43. Any future under-utilization of our manufacturing capacity may have an adverse effect on our business,
future prospects and future financial performance.
The success of any capacity investment and expected return on investment on capital expenditure is subject
to, among other factors, the ability to procure requisite regulatory approvals in a timely manner; recruit and
ensure satisfactory performance of personnel; and the ability to absorb additional infrastructure costs and
develop new expertise. Our continued profitability depends upon our ability to optimize the product mix to
support high-margin products and products with consistent long-term demand and the demand and supply
balance of our products in the principal and target markets. In particular, the level of our capacity utilization
can impact our operating results. Capacity utilization is also affected by our product mix and the demand
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and supply balance. Our break-up of the capacity utilization in our Manufacturing Facility for the period
indicated has been provided below:
Period Capacity Production Utilization (%)
Fiscal 2025 35,251 23,930 67.88%
Fiscal 2024 35,251 23,343 66.22%
Fiscal 2023 35,251 23,731 67.32%
As certified by V M Shanbhag, Independent Chartered Engineer vide his certificate dated July 22, 2025.
For further information, see “Our Business - Capacity Utilisation” on page 227 of this Draft Red Herring
Prospectus.
These capacity utilization details are not indicative of future capacity utilization rates, which are dependent
on various factors, including demand for our products, availability of raw materials, our ability to manage
our inventory and improve operational efficiency.
Any future under-utilization of our manufacturing capacity over extended periods, or significant under-
utilization in the short-term, could materially and adversely impact our business, growth prospects and future
financial performance. Our capacity utilization levels are dependent on our ability to carry out uninterrupted
operations at our Manufacturing Facility, the availability of raw materials, industry/ market conditions, as
well as by the product requirements of, and procurement practice followed by us. In the event we face
prolonged disruptions at our Manufacturing Facility including due to interruptions in the supply of water,
electricity or as a result of labour unrest, or are unable to procure sufficient raw materials, we would not be
able to achieve full capacity utilization of our current Manufacturing Facility, resulting in operational
inefficiencies which could have a material adverse effect on our business and financial condition.
44. The shortage or non-availability of power may adversely affect our business, result of operations,
financial conditions and cash flows.
We require substantial power for our Manufacturing Facility. The following tables set forth below our power
expenses in the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in lakhs) % of revenue (₹ in lakhs) % of revenue (₹ in lakhs) % of revenue
from from from
operations operations operations
Power expenses 649.18. 1.98% 690.35 2.33% 650.74 2.07%
Our Manufacturing Facility depends on adequate and uninterrupted supply of electrical power. We rely on
local power authorities for procuring power for our Manufacturing Facility. We also rely upon diesel
generator sets for our Manufacturing Facility to ensure continuity of operations in case of power outage.
There have been no major instances of power failure in the last three years. For further details, see “Our
Business – Utilities” on page 229 of this Draft Red Herring Prospectus. There can be no assurance that
electricity supplied to our Manufacturing Facility will be sufficient to meet our requirements or that we will
be able to procure adequate and uninterrupted power supply in the future at a reasonable cost. If the per unit
cost of electricity is increased by the state electricity board our power cost will increase. Any changes in
government policies or local power and water shortages could adversely affect our production facility and
ultimately our operations or financial condition may be adversely affected. A prolonged suspension in
production could materially and adversely affect our business, financial condition, results of operations or
cash flows.
45. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any
failure or delay in payment of such statutory dues may expose us to statutory and regulatory action, as
well as significant penalties, and may adversely impact our business, results of operations, cash flows and
financial condition.
Our Company is required to pay certain statutory dues including provident fund contributions and employee
state insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
and the Employees’ State Insurance Act, 1948, respectively, professional taxes, goods and services tax and
taxes deducted or collected at source. The details of delays, if any, in payment of provident fund and
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employee state insurance contributions under the Employees’ Provident Funds and Miscellaneous Provisions
Act, 1952 and the Employees’ State Insurance Act, 1948, respectively have been provided below:
Particulars Amount (₹ in Lakhs) Delays (in Days)
Fiscal 2025
ESI 0.03 1
Provident Fund 3.10 10
Fiscal 2024
ESI 0.07 1
ESI 0.65 1
Provident Fund 0.04 29
Fiscal 2023
Provident Fund 0.02 30
While our Company has subsequently made payment of all pending statutory dues, we cannot assure that we
will not incur delays in payment of statutory dues in the future. Further, any failure or delay in payment of
such statutory dues may expose us to statutory and regulatory action, as well as significant penalties, which
may adversely impact our business, results of operations, cash flows and financial condition.
46. There are outstanding litigations involving our Company, if determined adversely, may adversely affect
our business and financial condition.
As on the date of this Draft Red Herring Prospectus, our Company is involved in certain legal proceedings.
These legal proceedings are pending at different levels of adjudication before various courts and tribunals.
The amounts claimed in these proceedings have been disclosed to the extent ascertainable and include
amounts claimed jointly and/or severally from us and/or other parties, as the case may be. We cannot assure
you that these legal proceedings will be decided in our favour, or that no further liability will arise out of
these proceedings. We may incur significant expenses in such legal proceedings and we may have to make
provisions in our financial statements, which could increase our expenses and liabilities. Any adverse
decision may adversely affect our business, results of operations and financial condition.
A summary of the pending tax proceedings and other material litigations involving our Company, Directors,
Promoters, KMPs, SMPs and Group Companies have been provided below:
Category of No. of No. of Tax No. of Disciplinary No. of Aggregate
individuals / Criminal Proceedings Statutory or actions by SEBI or Material amount
entities Proceedings (direct and Regulatory Stock Exchanges civil involved* (₹
indirect tax) Proceedings against our litigation# in lakhs)
Promoters in the
last five years,
including
outstanding action
Company
By the 13^ Nil Nil Nil 1 233.59
Company
Against the Nil 4 Nil Nil Nil 84.24
Company
Directors
By the Nil Nil Nil Nil Nil Nil
Directors
Against the Nil Nil Nil Nil Nil Nil
Directors
Promoters
By the Nil Nil Nil Nil Nil Nil
Promoters
Against the Nil Nil Nil Nil Nil Nil
Promoters
Litigation involving our Group Companies#
By the Group Nil Nil Nil Nil Nil Nil
Companies
Against the Nil 1 Nil Nil Nil 8.49
Group
Companies
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Category of No. of No. of Tax No. of Disciplinary No. of Aggregate
individuals / Criminal Proceedings Statutory or actions by SEBI or Material amount
entities Proceedings (direct and Regulatory Stock Exchanges civil involved* (₹
indirect tax) Proceedings against our litigation# in lakhs)
Promoters in the
last five years,
including
outstanding action
Key Managerial Personnel
By the Key Nil Nil Nil Nil Nil Nil
Managerial
Personnel
Against the Key Nil Nil Nil Nil Nil Nil
Managerial
Personnel
Senior Management Personnel
By the Senior Nil Nil Nil Nil Nil Nil
Management
Personnel
Against the Nil Nil Nil Nil Nil Nil
Senior
Management
Personnel
#In accordance with the Materiality Policy.
*To the extent quantifiable.
^Matters are not quantifiable.
For further details, please refer to the section titled “Outstanding Litigation and Material Developments” on
page 382 of this Draft Red Herring Prospectus.
47. Our Group Company, Vinsul Makardi Limited may have conflicts of interest as it is engaged in similar
business and may compete with us.
Our Group Company and one of the members of our Promoter Group, Vinsul Makardi Limited is engaged
in a similar line of business as our Company. We have not entered into any non-compete agreement with our
Group Company, and there can be no assurance it will not compete with our existing business or that we will
be able to suitably resolve any such conflict without an adverse effect on our business and financial
performance.
While, our Group Company is engaged in a similar line of business, however it undertakes trading of
polymers and polymer compounds, and is not engaged in manufacturing of such products. Further the scale
of its operations and jurisdictions in which it operates is different from that of our Company. While, we do
not foresee any conflict, however we cannot assure you that conflicts of interests will not arise in the future
in allocating business opportunities amongst our Company, our Group Company. Any such instances may
adversely affect our growth, business operations and the financial condition of our Company.
48. We have certain contingent liabilities and our financial condition and profitability may be adversely
affected if any of these contingent liabilities materialize.
As of March 31, 2025, our contingent liabilities and commitments (to the extent not provided for) as
disclosed in the notes to our Restated Financial Statements aggregated to ₹ 2,116.36 lakhs. The details of
our contingent liabilities are as follows:
Particulars For the Year For the Year For the Year
ended ended ended
March 31, March 31, March 31,
2025 2024 2023
Contingent Liabilities
a. Outstanding bank guarantees with
- IOCL 800.00 800.00 800.00
- others* 93.54 122.34 361.83
b. GST Appeal 18-19 -Goa & Delhi** 54.83 - -
c. Undisputed income tax demand*** 2.36 2.36 2.36
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Particulars For the Year For the Year For the Year
ended ended ended
March 31, March 31, March 31,
2025 2024 2023
d. Custom duty liability in respect of matters in appeal 5.31 5.31 5.31
e. Disputed income tax demand for AY 2023-24** 24.10 - -
f. Letter of comfort (Financial Guarantee) given on behalf of 900.00 - -
related party (Refer Note 38)
Capital Commitments
a. Estimated value of contract remaining to be executed on 236.21 - -
capital account and not provided for (net of capital advances
of INR 119.97 Lacs (March 31, 2024: Nil and March 31, 2023:
Nil)##
* Includes Bank Guarantees in USD 2,000 (March 31, 2024: USD 37,595 and March 31, 2023: USD 86,508).
** The company is contesting the demands and the management, including its tax advisors, believe that it’s position will likely be
upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management
believes that the ultimate outcome of proceeding will not be having materially adverse effect on the company financial position and
results of operations. The company has deposited the amount of INR 5.48 Lacs amount of pre-deposit under GST appeals.
*** Includes undisputed o/s income tax demand pertaining to AY 2014-15 & AY 2013-14
## Estimated value of contract remaining to be executed on capital account and not provided for amounting to USD 2,76,500 (net of
capital advances of USD 1,18,500 (March 31, 2024: Nil and March 31, 2023: Nil).
For further details of contingent liability, see the section titled ― “Financial Statements- Restated Financial
Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 - Disclosures in respect of
related parties pursuant to Ind AS 24” on page 328 of this Draft Red Herring Prospectus. Furthermore, there
can be no assurance that we will not incur similar or increased levels of contingent liabilities in the future.
49. As on date of this Draft Red Herring Prospectus, 3,32,851 Equity Shares are held by 46 Shareholders of
our Company who are untraceable.
As on the date of this Draft Red Herring Prospectus, our Company has 46 Shareholders who hold 3,32,851
Equity Shares and are currently not traceable or unresponsive. While our Company has made multiple
attempts, we have been unable to establish contact with these Shareholders, as they are either untraceable or
non-responsive. Our Company has also made further attempts to establish contact with such Shareholders in
order to facilitate dematerialisation of Equity Shares. We have also published a public announcement dated
July 24, 2025 in widely circulated English and Hindi language newspapers, requesting the untraceable and
unresponsive shareholders to contact the Company Secretary and Compliance Officer for undertaking
necessary corporate actions. However, we have not received any response from such shareholders, as on date
of this Draft Red Herring Prospectus. In respect of such Shareholders, we have credited 2,61,881 Equity
Shares allotted pursuant to a bonus issued undertaken on May 28, 2025, to a demat suspense account “BLS
POLYMERS LIMITED-SUSPENSE ESCROW DEMAT ACCOUNT”. The Equity Shares credited to the
demat suspense account shall be subject to lock-in for a period of six months from the date of Allotment, as
required under the SEBI ICDR Regulations.
As on date of this Draft Red Herring Prospectus, we have not received any response from these shareholders
If any of the Shareholders become responsive and establish communication with our Company, we will take
necessary corporate actions in accordance with applicable laws. We are unable to ascertain if we will be
subject to any adverse response from any such Shareholder, in case we are able to establish contact with
them. However, once we are able to establish such contact with the untraceable shareholders we shall initiate
the process of dematerialisation of shares held by the untraceable shareholders accordingly.
50. Our operations are labour intensive and our manufacturing operations may be subject to unionization,
work stoppages or increased labour costs, which could adversely affect our business and results of
operations.
Our manufacturing activities are labour intensive and expose us to the risk of various labour related issues.
Whilst we have not faced any strike by our workforce, we cannot assure you that we will not be subject to
work stoppages, strikes, lockouts or other types of conflicts with our employees or contract workers in the
future. The success of our operations depends on availability of labour and maintaining a good relationship
with our workforce. As of June 30, 2025, we employed about 128 permanent employees and 85 contract
labourers. We do not have any trade union registered under the Trade Unions Act, 1926. In the past three
years, we have not experienced any labour dispute. We do not have any formal policy for redressal of labour
disputes Shortage of skilled/ unskilled personnel or work stoppages caused by disagreements with employees
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could have an adverse effect on our business and results of operations. We may also have to incur additional
expenses to train and retain skilled labour. We are also subject to a number of stringent labour laws that
protect the interests of workers, including legislation that imposes financial obligations on employers upon
retrenchment. There can be no assurance that we will not experience labour unrest in the future, which may
delay or disrupt our operations. In the event of any prolonged delay or disruption of our business, results of
operations and financial condition could be materially and adversely affected.
India has stringent labour legislation that protects the interests of workers, including legislation that sets forth
detailed procedures for the establishment of unions, dispute resolution and employee removal and legislation
that imposes certain financial obligations on employers upon retrenchment. We are also subject to laws and
regulations governing relationships with employees, in such areas as minimum wage and maximum working
hours, overtime, working conditions, hiring and terminating of employees and work permits. Non-
compliance with any such laws may lead to imposition of fines and penalties and initiation of actions by
regulatory authorities, which may have an adverse impact on our business, results of operations and financial
condition.
51. We have in past entered into related party transactions and we may continue to do so in the future.
We have entered into transactions with related parties in the past and from, time to time, we may enter into
related party transactions in the future. These transactions include, among other things, rent, sale of finished
goods, purchase of raw materials, short term employee benefits and directors sitting fees and remuneration.
While all such transactions have been conducted on an arm’s length basis, in accordance with the Companies
Act and other applicable regulations pertaining to the evaluation and approval of such transactions and all
related party transactions that we may enter into post-listing, will be subject to Board or Shareholder
approval, as necessary under the Companies Act, the SEBI Listing Regulations and other application laws.
Further, it is likely that we may enter into additional related party transactions in the future. Such future
related party transactions may potentially involve conflicts of interest. The table below provides details of
absolute sum of all related party transactions and the percentage of such related party transactions to our
revenue from operations in the years/ period indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
Absolute sum of 330.40 946.29 -
sale to all related
parties
Revenue from 32,843.59 29,635.83 31,461.61
Operations
Percentage of 1.01% 3.19% -
absolute sum of sale
to all related parties
(in %)
For further details, see “Financial Statements- Restated Financial Statements – Notes to Restated Financial
Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on
page 328.
All our related party transactions have been conducted on an arm’s length basis, we cannot assure you that
we may not have achieved more favourable terms had such transactions been entered into with unrelated
parties. The related party transactions undertaken by our Company are in compliance with applicable
provisions of Companies Act, 2013 and all other applicable laws. There can be no assurance that such
transactions, individually or taken together, will not have an adverse effect on our business, prospects, results
of operations and financial condition, including because of potential conflicts of interest or otherwise. In
addition, our business and growth prospects may decline if we cannot benefit from our relationships with
them in the future.
52. Our operations are subject to environmental and health and safety laws and other government regulations
which could result in increased liabilities and increased capital expenditures.
We are subject to environmental, health and safety and other regulatory and/ or statutory requirements in the
jurisdictions in which we operate. Our manufacturing processes and products are subject to stringent quality,
environmental and occupational health and safety standards. We are subject to various national, state,
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municipal and local laws and regulations concerning environmental protection in India. In India, these
include the Factories Act, 1948, Payment of Wages Act, 1936, etc. A failure by us to comply with the relevant
labour regulations, could lead to enforced shutdowns and other sanctions imposed by the relevant authorities,
as well as the withholding or delay in receipt of regulatory approvals for our new products. We may be
involved in future litigation or other proceedings or be held liable in any litigation or proceedings including
in relation to labour, safety, health and environmental matters, the costs of which may be significant.
Environmental laws and regulations in India are becoming more stringent and the scope and extent of new
environmental regulations, including their effect on our operations, cannot be predicted with any certainty.
In case of any change in environmental or pollution regulations, we may be required to invest in, among
other things, environmental monitoring, pollution control equipment and emissions management. While, the
aforementioned events, have not materially occurred in the preceding three Fiscals, however occurrence of
any such events, may have a material impact on our business, results of operations and financial condition.
As a consequence of unanticipated regulatory or other developments, future environmental and regulatory
related expenditures may vary substantially from those currently anticipated. A risk of environmental
liability is inherent in our manufacturing activities, and we are subject to numerous environmental laws and
regulations in the countries in which we operate. We have availed a public liability insurance policy, however
we cannot assure you that any penalties or actions taken against us, will be adequately covered under such
policy. Our costs of complying with current and future environmental laws and other regulations will be
covered not adversely affect our business, results of operations, financial condition, or cash flows.
In addition, we could incur substantial costs, our products could be restricted from entering certain markets
and we could face other sanctions, if we were to violate or become liable under environmental laws or if our
products become non-compliant with applicable regulations. Our potential exposure includes fines and civil
or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. The amount
and timing of costs under environmental laws are difficult to predict. While, such events have not occurred
in the past three Fiscals, occurrence of any such events could have an adverse impact on our business, results
of operations and financial condition.
53. We operate in a competitive organised and unorganised industry with low barriers to entry and may be
unable to compete with a range of unorganized players.
In the dynamic landscape of the polymer business, one of the formidable challenges arises from competition
in the unorganized sector. We operate in the manufacturing and distribution of raw materials utilized in the
wire and cable and the industrial pipe industries which is competitive and fragmented and we compete with
a range of unorganized players, at the national and international level. For further details, please refer to the
chapter titled “Our Business - Competition” on page 231 of this Draft Red Herring Prospectus. Further, while
we have an expanding portfolio of products, our competitors may have the advantage of focusing on
concentrated products. Further, we compete against established players also, which may have greater access
to financial, technical and marketing resources and expertise available to them than us in the products in
which we compete against them.
Further, industry consolidation may affect competition by creating larger, more homogeneous and
potentially stronger competitors in the markets in which we compete. Our competitors may further affect our
business by entering into exclusive arrangements with our existing or potential clients. There can be no
assurance that we will be able to compete successfully against such competitors or that we will not lose our
key core employees, associates or clients to such competitors. Additionally, our ability to compete also
depends in part on factors outside our control, such as the availability of skilled resources, pricing pressures
in the staffing industry and the extent of our competitors’ responsiveness to their client’s needs. Our
continued success depends on our ability to compete effectively against our existing and future competitors.
With the potential entry of new competitors, given the low entry barriers in the industry where we operate,
our ability to retain our existing clients and to attract new clients is critical to our continued success. As a
result, there can be no assurance that we will not encounter increased competition in the future nor can there
be any assurance that we will, in light of competitive pressures, be able to effectively compete with our
competition in the various product and service segments we operate in, whether on the basis of pricing,
quality or range of products or otherwise, which could have material adverse effect on our business, results
of operations and financial condition.
54. Fraud or misconduct by our employees could adversely affect our reputation, business, results of
operations and financial condition.
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Our operations may be subject to incidents of theft or damage to inventory in transit and prior to or during
godown stocking. The business may also encounter some inventory loss on account of employee theft,
vendor fraud and general administrative error. Employee’s misconduct could also involve inter alia
misappropriation of funds, cheating our customers, which could result in regulatory sanctions and serious
reputational or financial harm. It is not always possible to deter fraud or misconduct by employees and the
precautions we take and the systems we have put in place to prevent and deter such activities may not be
effective in all cases. In the past three Fiscals, there have not been any material instances of fraud, cheating
and misappropriation. There can be no assurance that we will not experience any fraud, theft, employee
negligence, security lapse, loss in transit or similar incidents in the future, which could adversely affect our
results of operations, cash flows and financial condition. Additionally, losses due to theft, fire, breakage or
damage caused by other casualties, could adversely affect our results of operations, cash flows and financial
condition.
55. A downgrade in our credit rating could adversely affect our ability to raise capital in the future.
As on date of this Draft Red Herring Prospectus, our Company has not obtained any credit ratings in relation
to its debt obligations. The interest rates of certain of our borrowings as well as the enhancement and sanction
of any future borrowings may be significantly dependent on the credit ratings obtained by us. A downgrade
of the credit ratings obtained by us in the future, could lead to greater risk with respect to refinancing our
debt and would likely increase our cost of borrowing and adversely affect our business, results of operations,
financial condition, cash flows and future prospects.
56. Information relating to our annual installed capacity, annual average available capacity and the
historical capacity utilization of our Manufacturing Facility included in this Draft Red Herring
Prospectus is based on various assumptions and estimates and future production and capacity utilization
may vary.
The information relating to the annual installed capacity, average annual available capacity and capacity
utilization of our Manufacturing Facility included in this Draft Red Herring Prospectus are based on various
assumptions and estimates of our management that have been taken into account by the independent
chartered engineer in the calculation of our capacity. These assumptions and estimates include standard
capacity calculation practice in the Indian polymer industry and capacity of other ancillary equipment
installed at the relevant manufacturing facility. Assumptions and estimates taken into account for measuring
installed capacities and the annual average available capacities include 300 working days in a year, in three
shifts of eight hours each. Actual production levels and capacity utilization rates may therefore vary
significantly from the annual installed and annual average available installed capacity of our Manufacturing
Facility. Undue reliance should therefore not be placed on our capacity information or historical capacity
utilization information for our existing facility included in this Draft Red Herring Prospectus. For
information regarding capacity of our Manufacturing Facility, see “Our Business – Capacity Utilization” on
page 227.
57. We are dependent on information technology systems in carrying out our business activities and it forms
an integral part of our business. Further, if we are unable to adapt to technological changes and
successfully implement new technologies or if we face failure of our information technology systems, we
may not be able to compete effectively which may result in higher costs and would adversely affect our
business and results of operations.
We are dependent on information technology system in connection with carrying out our business activities
and such systems form an integral part of our business. Any failure of our information technology systems
could result in business interruptions, including the loss of our customers, loss of reputation and weakening
of our competitive position, and could have a material adverse effect on our business, financial condition
and results of operations. Additionally, our information technology systems, specifically the business central
enterprise resource planning software may be vulnerable to computer viruses, piracy, hacking or similar
disruptive problems. Computer viruses or problems caused by third parties could lead to disruptions in our
business activities. Fixing such problems caused by computer viruses or security breaches may require
interruptions, delays or temporary suspension of our business activities, which could adversely affect our
operations. While, there have not been any instances of cyberattack or breach of our systems in the preceding
three Financial Years, occurrence of such events may have an adverse impact on our business, financial
condition and results of operations.
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58. Our success depends upon our ability to attract, develop and retain trained manpower while also
maintaining low labour costs.
Our customers expect a high quality standard of our products. To meet the needs and expectations of our
customers, we must attract, train and retain a number of qualified skilled employees, while maintaining low
employee costs. In case of any disputes with the employees in connection with tasks performed by them in
the course of their employment, including in relation to the collection of payments from customers may have
an adverse impact on the business operations and financial collections.
As of June 30, 2025, we have a total of 128 employees and lay significant emphasis on our employees’
overall welfare . For details, see ‘Our Business – Employees’ on page 231. However, there can be no
assurance that there will not be any future disruptions in our operations due to any disputes with our
employees or that such disputes will not adversely affect our business and results of operations.
We will need to continue to recruit, train and retain a greater number of employees, including skilled and
unskilled labour, at various levels. Our ability to maintain low labour costs is subject to numerous external
factors, including prevailing wage rates, as well as the impact of legislation or regulations governing labour
relations and minimum wages. An inability to provide wages and/or benefits that are competitive within the
markets in which we operate could adversely affect our ability to retain and attract qualified personnel, which
in turn may affect our business, prospects and financial condition. Further, in the event of a labour dispute,
protracted negotiations and strike action may impair our ability to carry on our day-to-day operations, which
could materially and adversely affect our business, future financial performance and results of operations.
While, the aforementioned events, have not materially occurred in the preceding three Fiscals, however
occurrence of any such events, may have a material impact on our business, results of operations and
financial condition.
59. Our insurance coverage may not be adequate to protect us against all potential losses, which may have a
material adverse effect on our business, financial condition and results of operations.
The table below shows the total amount of our insurance coverage and its percentage contribution to our
total assets in the Fiscals 2025, 2024 and 2023 respectively:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Amount of insurance 7,562.03 8,449.94 8,380.53
coverage (in ₹ lakhs)
% contribution of 108.46% 107.26% 104.37%
insurance coverage to
total assets
We maintain (i) insurance for standard fire and special perils; (ii) insurance for burglary for plant and
machinery, office/lab equipment, stock of raw material, finished goods and stock in process, furniture,
fixture, fittings and office equipment, electrical installations; (iii) insurance for goods transported through
sea, air, rail, courier, road, registered post, inland waterway; and (iv) vehicle insurance. For further
information on the insurance policies availed by us, see “Our Business – Insurance” on page 231.
Notwithstanding the insurance coverage that we carry, we may not be fully insured against certain types of
risks. There are many events, other than the ones covered in the insurance specified above, that could
significantly impact our operations, or expose us to third-party liabilities, for which we may not be
adequately insured. There can be no assurance that any claim under the insurance policies maintained by us
will be honoured fully, in part, on time, or at all. There have been instances during the preceding three Fiscals
wherein claims were filed by our Company to recover the losses caused on account of theft in one of our
warehouses and damage of goods during transit. The details of insurance cover for the assets, claims filed
and received and sum assured for the preceding three Fiscals are given below:
(₹ in lakhs)
Period / Fiscal Insurance Claims filed Claims received
coverage Number of Amount of Number of Amount of claims
(lakhs) claims filed claims filed claims received
received
2025 7,562.02 2 25.00 1 0.18
2024 8,449.94 0 0 0 0.00
2023 8,380.52 1 0.07 1 0.07
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* The claim of ₹ 24.82 lakhs in FY 2025 is pending and will be received shortly.
*This coverage contains only the insurance for assets.
The below table summarises the insurance coverage and details of claims filed and received under the sales
turnover policy:
Period / Fiscal Insurance Claims filed Claims received
coverage Number of Amount of Number of Amount of
(lakhs) claims filed claims filed claims claims
received received
February 2025 to February 26 15,000.00 1 0.63 0 0.00
February 24 to February 25 28,000.00 8 37.50 5 19.32
February 23 to February 24 32,500.00 3 13.51 2 8.36
February 22 to February 23 17,880.00 0 0 0 0
* One claim of ₹ 5.15 lakh filed in policy for Feb’23 to Feb’24, for which amount of Rs. 5.15 lakh has been received in
subsequent year.
** The claims of ₹ 23.96 lakhs are pending which shall be received shortly
Further insurance claim of ₹ 5.85 lakhs in Fiscal 2024 and ₹12.60 lakhs in Fiscal 2025 has been received
under the supplier’s insurance policy.
To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance
coverage, our business, cash flows, financial condition and results of operations could be adversely affected.
Any damage suffered by us in excess of such limited coverage amounts, or in respect of uninsured events,
not covered by such insurance policies will have to be borne by us.
Our policies are subject to standard limitations, including with respect to the maximum amount that can be
claimed. Therefore, our insurance policies might not necessarily cover all losses incurred by us and we
cannot provide any assurance that we will not incur losses or suffer claims beyond the limits of, or outside
the relevant coverage of, our insurance policies. Further, several of our insurance policies exclude the
insurer’s liability in relation to loss or damage to goods due to moisture or change in temperature, among
others. Thus, any loss or damage caused on account of such reasons would be excluded from our insurance
cover, which may have a material adverse effect on our business, financial condition and results of
operations.
60. Our Promoters and members of the Promoter Group have significant control over the Company and have
the ability to direct our business and affairs; their interests may conflict with your interests as a
shareholder.
Upon completion of this Issue, our Promoters and members of our Promoter Group will collectively hold
[●]% of the Equity share capital of our Company. As a result, our Promoters will have the ability to exercise
significant influence over all matters requiring shareholders’ approval. Accordingly, our Promoters will
continue to retain significant control, including being able to control the composition of our Board of
Directors, determine decisions requiring simple or special majority voting of shareholders, undertaking sale
of all or substantially all of our assets, timing and distribution of dividends and termination of appointment
of our officers, and our other shareholders may be unable to affect the outcome of such voting. There can be
no assurance that our Promoters will exercise their rights as shareholders to the benefit and best interests of
our Company. Further, such control could delay, defer or prevent a change in control of our Company,
impede a merger, consolidation, takeover or other business combination involving our Company, or
discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our
Company even if it is in our Company’s best interest. The interests of our Promoters could conflict with the
interests of our other equity shareholders, and our Promoters could make decisions that materially and
adversely affect your investment in the Equity Shares.
61. The average cost of acquisition of Equity Shares held by our Promoters could be lower than the Issue
Price.
Our Promoters’ average cost of acquisition of Equity Shares in our Company may be lower than the Issue
Price as may be decided by the Company, in consultation with the Book Running Lead Manager. The details
of the average cost of acquisition of Equity Shares held by our Promoters, as at the date of the DRHP is set
out below:
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S. No. Name Number of Equity Shares Average cost of acquisition
held as on the date of this Draft per Equity Share (in ₹)*
Red Herring Prospectus
Promoters
1. Vinod Aggarwal 72,78,880 2.13
2. Sushil Aggarwal 63,87,780 2.13
3. Madhukar Aggarwal 46,29,030 2.13
4. Diwakar Aggarwal 72,37,139 6.91
5. Karan Aggarwal 44,82,392 14.93
*As certified by the Statutory Auditor by way of its certificate dated August 3, 2025.
For more details regarding weighted average cost of acquisition of Equity Shares by our Promoters and build-
up of Equity Shares by our Promoters in our Company, see “Capital Structure” beginning on page 96.
62. Our future fund requirements, in the form of further issue of capital or securities and/or loans taken by
us, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are
eventually raised.
We may require additional capital from time to time depending on our business needs. Any further issue of
Equity Shares or convertible securities would dilute the shareholding of the existing Shareholders and such
issuance may be done on terms and conditions, which may not be favourable to the then existing
Shareholders. If such funds are raised in the form of loans or debt or preference shares, then it may
substantially increase our fixed interest/dividend burden and decrease our cash flows, thus adversely
affecting our business, results of operations and financial condition.
63. In addition to our existing indebtedness for our existing operations, we may incur further indebtedness
during the course of business. We cannot assure that we would be able to service our existing and/ or
additional indebtedness.
As on June 30, 2025 our Company’s total fund based indebtedness is ₹ 7,151.55 lakhs. In addition to the
indebtedness for our existing operations, we may incur further indebtedness during the course of our
business. We cannot assure you that we will be able to obtain further loans at favourable terms. Increased
borrowings, if any, may adversely affect our debt-equity ratio and our ability to borrow at competitive rates.
In addition, we cannot assure you that the budgeting of our working capital requirements for a particular
year will be accurate. There may be situations where we may under-budget our working capital requirements,
which may lead to delays in arranging additional working capital requirements, loss of reputation, levy of
liquidated damages and can cause an adverse effect on our cash flows.
Any failure to service our indebtedness or otherwise perform our obligations under our financing agreements
entered with our lenders or which may be entered into by our Company, could trigger cross default
provisions, penalties, acceleration of repayment of amounts due under such facilities which may cause an
adverse effect on our business, financial condition and results of operations. For details of our indebtedness,
please refer to the chapter titled ― “Financial Indebtedness” on page 376 of this Draft Red Herring
Prospectus.
64. 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. If we are
unable to raise additional capital on favourable terms, or at all, our business, results of operations and
financial condition could adversely affected.
As of March 31, 2025, our non-current borrowings were ₹ 66.38 lakhs while our current borrowings were
₹ 7,325.85 lakhs. Our existing operations and execution of our business strategy may require substantial
capital resources and we may incur additional debt to finance these requirements in the future. However, we
may be unable to obtain sufficient financing on terms favourable to us, or at all. If interest rates increase it
will be more difficult to obtain credit. As a result, our development activities may have to be curtailed or
eliminated and our financial performance and our ability to continue operations may be adversely affected.
We have entered into agreements for our borrowings with certain lenders. These borrowings include secured
fund based and non-fund based facilities. These agreements include restrictive covenants which mandate
certain restrictions in terms of our business operations such as change in capital structure, formulation of any
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scheme of amalgamation or reconstruction, declaring dividends, further expansion of business, granting
loans to directors, repaying unsecured loans from third parties, undertake guarantee obligations on behalf of
any other borrower, which require our Company to obtain prior approval of the lenders for any of the above
activities. Further, some of our financing arrangements include covenants to maintain our total outside
liabilities and total net worth up to a certain limit and certain other liquidity ratios. It may be possible for a
lender to assert that we have not complied with all applicable terms under our existing financing documents.
Further we cannot assure that we will have adequate funds at all times to repay these credit facilities and
may also be subject to demands for the payment of penal interest. Defaults under one or more of our
Company’s financing agreements may limit our flexibility in operating our business, which could have an
adverse effect on our cash flows, business, results of operations and financial condition.
We will continue to incur significant expenditure in maintaining and growing our existing infrastructure. We
cannot assure you that we will have sufficient capital for our current operations, any future expansion plans
that we may have and our ability to complete such expansion plans. Our ability to arrange financing and the
costs of capital of such financing are dependent on numerous factors, including general economic and capital
market conditions, credit availability from banks, investor confidence, the continued success of our
operations and other laws that are conducive to our raising capital in this manner. Any unfavourable change
to terms of borrowings may adversely affect our cash flows, results of operations and financial conditions.
If we decide to meet our capital requirements through debt financing, we may be subject to certain restrictive
covenants. If we are unable to raise adequate capital in a timely manner and on acceptable terms, or at all,
our business, results of operations, financial condition and cash flows could be adversely affected.
65. We are subject to risks arising from interest rate fluctuations for our borrowings, which could reduce the
profitability of our operations and adversely affect our business, financial condition and results of
operations.
Interest rates for borrowings have been volatile in recent periods. Our operations are funded to a significant
extent by debt and increases in interest rate and a consequent increase in the cost of servicing such debt may
adversely affect our results of operations and financial condition. Changes in prevailing interest rates affect
our interest expense in respect of our borrowings and our interest income in respect of our interest on short
term deposits with banks. Our debt facilities carry interest at variable rates as well as fixed rates. As of June
30, 2025, the interest rates for our borrowings ranged from 5.90% to 9.25% per annum. Set forth below are
details of our borrowings at floating rates as of the dates set out below.
Particulars As of
March 31, 2025 March 31, 2024 March 31, 2023
Borrowings at 7,316.92 8,033.89 8,100.26
Floating Rate (₹ in
lakhs)
Although we may in the future engage in interest rate hedging transactions or exercise any right available to
us under our financing arrangements to terminate the existing debt financing arrangement on the respective
reset dates and enter into new financing arrangements, there can be no assurance that we will be able to do
so on commercially reasonable terms or that these agreements, if entered into, will protect us adequately
against interest rate risks. Further, if such arrangements do not protect us adequately against interest rate
risks, they may result in higher costs.
66. Our ability to pay dividends in the future may be affected by any material adverse effect on our future
earnings, financial condition or cash flows.
Our ability to pay dividends in future will depend on our earnings, financial condition and capital
requirements. Our business is working capital intensive and we are required to obtain consents from certain
of our lenders prior to the declaration of dividend as per the terms of the agreements executed with them.
We may be unable to pay dividends in the near or medium term, and our future dividend policy will depend
on our capital requirements and financing arrangements in respect of our operations, financial condition and
results of operations. Although our Company has declared dividends in the past, however there can be no
assurance that our Company will declare dividends in the future also. For further details, please refer to the
chapter titled “Dividend Policy” and the chapter titled “Financial Indebtedness” on pages 278 and 376
respectively, of this Draft Red Herring Prospectus.
67. Activities involving our manufacturing process can be dangerous and can cause injury to people or
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property in certain circumstances. A significant disruption at our Manufacturing Facility may adversely
affect our production schedules, costs, sales and ability to meet customer demand.
Our business involves complex manufacturing processes that can be dangerous to our employees. Although
we employ safety procedures, including providing safety equipment, in the operation of our Manufacturing
Facility and maintain adequate insurance, there is a risk that an accident or death may occur in our
Manufacturing Facility. An accident may result in destruction of property or equipment, environmental
damage, manufacturing or delivery delays, or may lead to suspension of our operations and/or imposition of
liabilities. Any such accident may result in litigation, the outcome of which is difficult to assess or quantify,
and the cost to defend litigation can be significant. As a result, the costs to defend any action or the potential
liability resulting from any such accident or death or arising out of any other litigation, and any negative
publicity associated therewith, may have a negative effect on our business, financial condition, results of
operations and prospects. While we maintain legally mandated insurance policies such as accident and
medical insurance policies for our employees and a public liability insurance, we cannot assure you that the
coverage under such policies will be sufficient to cover loss sustained or that an affected employee or third
party will not additionally seek legal recourse against us. While, such instances have not occurred in the
preceding three Fiscals, however any such events may have an adverse impact on our business, results of
operations and financial condition.
68. Significant differences exist between Ind AS used to prepare our financial information and other
accounting principles, such as U.S. GAAP and IFRS, which may affect investors’ assessments of our
Company’s financial condition.
Our Restated Financial Statements for the Financial Years ended March 31, 2025, March 31, 2024 and March
31, 2023 included in this Draft Red Herring Prospectus are presented in conformity with Ind AS, in each
case restated in accordance with the SEBI ICDR Regulations and the Guidance Note on “Reports in
Company Prospectus (Revised 2019)” issued by the ICAI. Ind AS differs from accounting principles with
which prospective investors may be familiar, such as Indian GAAP, IFRS and U.S. GAAP.
We have not attempted to explain in a qualitative manner the impact of the IFRS or U.S. GAAP on the
financial information included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of
our financial information to those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant respects
from Ind AS and Indian GAAP, which may differ from accounting principles with which prospective
investors may be familiar in other countries. Accordingly, the degree to which the financial information
included in this Draft Red Herring Prospectus, which are restated as per the SEBI ICDR Regulations included
in this Draft Red Herring Prospectus, will provide meaningful information is entirely dependent on the
reader’s level of familiarity with Indian accounting practices, Ind AS, the Companies Act and the SEBI
Regulations. Any reliance by persons not familiar with Indian accounting practices, Ind AS, the Companies
Act and the SEBI Regulations, on the financial disclosures presented in this Draft Red Herring Prospectus
should accordingly be limited.
69. If we are unable to establish and maintain an effective system of internal controls and compliances, our
businesses and reputation could be adversely affected.
We manage our internal compliance by monitoring and evaluating internal controls and taking reasonable
steps to maintain appropriate procedures for relevant statutory and regulatory compliances. As risks evolve
and develop, internal controls must be reviewed on an ongoing basis. Maintaining internal controls requires
human diligence and is therefore subject to lapses in judgment and failures that result from human error.
Any such errors can affect the accuracy of our financial reporting, resulting in a loss of investor confidence
and a decline in the price of the Equity Shares. We cannot assure you that deficiencies in our internal controls
will not arise, or that we will be able to implement, and continue to maintain, adequate measures to rectify
or mitigate any such deficiencies in our internal controls, in a timely manner or at all, which may have an
adverse effect on our business operations and financial condition.
70. This Draft Red Herring Prospectus contains information from an industry report prepared by CRISIL
Intelligence, commissioned by us for the purpose of the Issue for an agreed fee.
This Draft Red Herring Prospectus contains information from an industry report prepared by CRISIL
Intelligence which we have commissioned and paid for. This Draft Red Herring Prospectus includes
information that is derived from the CRISIL Report, prepared by CRISIL Intelligence, a research house,
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pursuant to an engagement with our Company. CRISIL Intelligence has advised that while it has taken due
care and caution in preparing the commissioned report, which is based on information obtained from sources
that it considers reliable (Information), it does not guarantee the accuracy, adequacy or completeness of the
Information and disclaims responsibility for any errors or omissions in the Information or for the results
obtained from the use of the Information. CRISIL Intelligence also highlights certain industry and market
data, which may be subject to estimates and/or assumptions. There are no standard data gathering
methodologies in the industry in which we conduct our business, and methodologies and assumptions vary
widely among different industry sources. Further, such estimates and / or assumptions may change based on
various factors. We cannot assure you that CRISIL Intelligence’s estimates and / or assumptions are correct
or will not change and, accordingly, our position in the market may differ from that presented in this Draft
Red Herring Prospectus. Additionally, some of the data and information in the CRISIL Report are also based
on discussions / conversations with industry sources, and may not, have been nor be capable of being,
independently verified. Further, the CRISIL Report is not a recommendation to invest or disinvest in our
Company. CRISIL Intelligence has disclaimed all financial liability in case of any loss suffered on account
of reliance on any information contained in the CRISIL Report.
71. We may not be able to maintain profitability in the future due to unforeseen reasons, market fluctuations
and other external factors beyond our control.
Although we have been profitable in the past, we expect to make investments in growing our business and
may undertake acquisitions of other synergistic companies, which could reduce our profitability compared
to past periods. As a result of these increased expenditures, unforeseen reasons, market fluctuations and other
external factors beyond our control, our profitability could decline in future periods. In future periods, our
revenue could decline or grow more slowly than we expect. We also may incur significant losses in the future
for a number of reasons, including due to the other risks described in this Draft Red Herring Prospectus, and
we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors.
Risks in relation to the Issue
72. The determination of the Price Band is based on various factors and assumptions and the Issue Price of
the Equity Shares could not be indicative of the market price of the Equity Shares upon listing on the
Stock Exchanges. Investors bear the risk of fluctuations in the price of Equity Shares and there can be
no assurance that a liquid market for the Equity Shares will develop following the listing of the Equity
Shares on the Stock Exchanges.
There has been no public market for the Equity Shares prior to the Issue, the determination of the Price Band
is based on various factors and assumptions and will be determined by our Company in consultation with
the BRLM. The Issue Price will be determined by our Company in consultation with the BRLM, through
the Book Building Process in terms of Regulation 28 and Schedule XIII of SEBI ICDR Regulations. The
relevant financial parameters based on which the Price Band will be determined shall be disclosed in the
advertisement that will be issued for the publication of the Price Band. The Issue Price will be based on
numerous factors, as described under in “Basis for Issue Price” on page 130. This price may not necessarily
be indicative of the market price of the Equity Shares after the Issue is completed. You may not be able to
re-sell your Equity Shares at or above the Issue Price and could, as a result, lose all or part of your investment.
The price at which the Equity Shares will trade at after the Issue will be determined by the marketplace and
could be influenced by many factors, including:
• our financial condition, results of operations and cash flows;
• the history of and prospects for our business;
• an assessment of our management, our past and present operations and the prospects for as well
• as timing of our future revenues and cost structures;
• the valuation of publicly traded companies that are engaged in business activities similar to ours;
• quarterly variations in our results of operations;
• results of operations that vary from the expectations of securities analysts and investors;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial condition, including financial estimates by
• research analysts and investors;
• a change in research analysts’ recommendations;
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• announcements by us or our competitors of significant acquisitions, strategic alliances, joint
• operations or capital commitments;
• announcements of significant claims or proceedings against us;
• new laws and government regulations that directly or indirectly affect our business;
• additions or departures of Key Managerial Personnel;
• changes in interest rates;
• fluctuations in stock market prices and volume; and
• general economic conditions.
The Indian stock markets have, from time to time, experienced significant price and volume fluctuations that
have affected market prices for the securities of Indian companies. As a result, investors in the Equity Shares
could experience a decrease in the value of the Equity Shares regardless of our financial condition, results
of operations and cash flows.
The Equity Shares are expected to trade on NSE and BSE after the Issue, but there can be no assurance that
active trading in the Equity Shares will develop after the Issue, or if such trading develops that it will
continue. Investors may not be able to sell the Equity Shares at the quoted price if there is no active trading
in the Equity Shares.
73. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Issue. The Equity Shares will be listed on the Stock Exchanges.
Pursuant to applicable Indian laws, certain actions must be completed before the Equity Shares can be listed
and trading in the Equity Shares may commence. The Allotment of Equity Shares in this Issue and the credit
of such Equity Shares to the applicant’s demat account with depository participant could take approximately
three Working Days from the Bid/ Issue Closing Date and trading in the Equity Shares upon receipt of final
listing and trading approvals from the Stock Exchanges is expected to commence within three Working Days
of the Bid/ Issue Closing Date. There could be a failure or delay in listing of the Equity Shares on the Stock
Exchanges. Any failure or delay in obtaining the approval or otherwise any delay in commencing trading in
the Equity Shares would restrict investors’ ability to dispose their Equity Shares. There can be no assurance
that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will
commence, within the time periods specified in this risk factor. We could also be required to pay interest at
the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made
to investors within the prescribed time periods.
74. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders
are not permitted to withdraw their Bids after Bid/Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid
Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity
of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual Bidders can revise
their Bids during the Bid/Issue Period and withdraw their Bids until Bid/Issue Closing Date. While our
Company is required to complete all necessary formalities for listing and commencement of trading of the
Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed including
Allotment pursuant to the Issue within 03Working Days from the Bid/Issue Closing Date, events affecting
the Bidders’ decision to invest in the Equity Shares, including material adverse changes in international or
national monetary policy, financial, political or economic conditions, our business, results of operation, cash
flows or financial condition may arise between the date of submission of the Bid and Allotment. Our
Company may complete the Allotment of the Equity Shares even if such events occur, and such events limit
the Bidders’ ability to sell the Equity Shares Allotted pursuant to the Issue or cause the trading price of the
Equity Shares to decline on listing.
75. Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the NSE and BSE. Any dividends in respect
of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign
currency for repatriation, if required. Any adverse movement in currency exchange rates during the time that
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it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition, any
adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds from
a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be required for the
sale of Equity Shares may reduce the proceeds received by Equity Shareholders. For example, the exchange
rate between the Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and may
continue to fluctuate substantially in the future, which may have an adverse effect on the trading price of our
Equity Shares and returns on our Equity Shares, independent of our operating results.
76. There is no guarantee that our Equity Shares will be listed on BSE and NSE in a timely manner or at all.
In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not
be granted until after certain actions have been completed in relation to this Issue and until Allotment of
Equity Shares pursuant to this Issue.
In accordance with current regulations and circulars issued of SEBI, our Equity Shares are required to be
listed on BSE and NSE within such time as mandated under UPI Circulars, subject to any change in the
prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will
commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals
may restrict your ability to dispose of your Equity Shares.
77. The requirements of being a listed company may strain our resources.
We are not a listed company and have historically not been subjected to the compliance requirements and
increased scrutiny of our affairs by shareholders, regulators and the public at large associated with being a
listed company. As a listed company, we will incur significant legal, accounting, corporate governance and
other expenses that we did not incur as an unlisted company. We will be subject to the Listing Regulations
which will require us to file audited annual and unaudited quarterly reports with respect to our business and
financial condition. If we experience any delays, we may fail to satisfy our reporting obligations and/or we
may not be able to readily determine and accordingly report any changes in our results of operations or cash
flows as promptly as other listed companies.
Further, as a listed company, we will be required to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, including keeping adequate records of
daily transactions. In order to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, significant resources and management attention will
be required. As a result, our management’s attention may be diverted from our business concerns, which
may adversely affect our business, prospects, financial condition, results of operations and cash flows. In
addition, we may need to hire additional legal and accounting staff with appropriate experience and technical
accounting knowledge, but we cannot assure you that we will be able to do so in a timely and efficient
manner.
78. Any future issuance of Equity Shares or convertible securities or other equity linked securities by our
Company may dilute your shareholding and sales of the Equity Shares by our major shareholders may
adversely affect the trading price of the Equity Shares.
Any future equity issuances by us, including a primary offering, may lead to the dilution of investors’
shareholdings in us. Any disposal of Equity Shares by our major shareholders or the perception that such
issuance or sales may occur, including to comply with the minimum public shareholding norms applicable
to listed companies in India may adversely affect the trading price of the Equity Shares, which may lead to
other adverse consequences including difficulty in raising capital through offering of the Equity Shares or
incurring additional debt. There can be no assurance that we will not issue further Equity Shares or that the
shareholders will not dispose of the Equity Shares. Any future issuances could also dilute the value of your
investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might
occur may also affect the market price of the Equity Shares.
79. Foreign investors are subject to foreign investment restrictions under Indian laws that may limit our
ability to attract foreign investors, which may have a material adverse impact on the market price of the
Equity Shares.
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents
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and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines
and reporting requirements specified by the RBI. For further details, see “Restrictions on Foreign Ownership
of Indian Securities” page 438. If the transfer of shares is not in compliance with such pricing guidelines or
reporting requirements or falls 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 or a tax clearance certificate from the income tax authority. Further, in accordance with Press Note
No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, Government of India, investments where the
beneficial owner of the Equity Shares is situated in or is a citizen of a country which shares land border with
India, can only be made through the Government approval route, as prescribed in FDI Policy. These
investment restrictions shall also apply to subscribers of offshore derivative instruments. We cannot assure
you that any required approval from the RBI or any other governmental agency can be obtained on any
particular terms or at all.
80. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws and regulations, unless specifically exempted, capital gains arising from the
sale of equity shares in an Indian company are generally taxable in India. Any capital gain exceeding
₹125,000, realised on the sale of listed equity shares on a recognised stock exchange, held for more than 12
months immediately preceding the date of transfer, will be subject to long term capital gains in India, at the
rate of 12.5% (plus applicable surcharge and cess). This beneficial rate is, among others, subject to payment
of Securities Transaction Tax (“STT”). Further, any gain realised on the sale of equity shares in an Indian
company held for more than 12 months, which are sold using any platform other than a recognised stock
exchange and on which no STT has been paid, will be subject to long term capital gains tax in India. Further,
any capital gains realised on the sale of listed equity shares held for a period of 12 months or less immediately
preceding the date of transfer will be subject to short term capital gains tax in India. Such gains will be
subject to tax at the rate of 20% (plus applicable surcharge and cess), subject to STT being paid at the time
of sale of such shares. Otherwise, such gains will be taxed at the applicable rates. Capital gains arising from
the sale of the Equity Shares will be exempt from taxation in India in cases where the 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 for tax in India as well as in their own jurisdiction on a gain upon the sale
of the Equity Shares. Similarly, any business income realised from the transfer of Equity Shares held as
trading assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-resident
seller.
The Government of India announced the union budget for Fiscal 2026, following which the Finance Bill,
2025 (“Finance Bill”) was introduced in the Lok Sabha on February 1, 2025. Subsequently, the Finance Bill
received the assent from the President of India and became the Finance Act, 2025, with effect from April 1,
2025 as amended by the Finance Act (No.2), (“Finance Act”). As per the Finance Act, in case of domestic
company, the rate of income-tax shall be 25% of the total income, if the total turnover or gross receipts of
the previous year 2023-24 does not exceed ₹ 400 crores and where the companies continue in Section 115BA
regime. In all other cases the rate of income-tax shall be 30% of the total income. However, domestic
companies also have an option to opt for taxation under section 115BAA of the Act on fulfilment of
conditions contained therein. The rate of income-tax rate is 22% under section 115BAA, having a surcharge
at 10% on such tax. Investors are advised to consult their own tax advisors and to carefully consider the
potential tax consequences of owning, investing or trading in the Equity Shares.
We cannot predict whether any amendments made pursuant to the Finance Act would have an adverse effect
on our business, results of operations, financial condition and cash flows. Unfavourable changes in or
interpretations of existing laws, rules and regulations, or the promulgation of new laws, rules and regulations
including foreign investment and stamp duty laws governing our business and operations could result in us
being deemed to be in contravention of such laws and may require us to apply for additional approvals.
81. Subsequent to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures,
such as the Additional Surveillance Measures and the Graded Surveillance Measures by the Stock
Exchanges in order to enhance the integrity of the market and safeguard the interest of investors.
Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance Measures
(“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges. These measures are in place
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to enhance the integrity of the market and safeguard the interest of investors. The criteria for shortlisting any
security trading on the Stock Exchanges for ASM is based on objective criteria, which includes market based
parameters such as high low price variation, concentration of client accounts, close to close price variation,
market capitalization, average daily trading volume and its change, and average delivery percentage, among
others. Securities are subject to GSM when its price is not commensurate with the financial health and
fundamentals of the issuer. Specific parameters for GSM include net worth, net fixed assets, price to earnings
ratio, market capitalization and price to book value, among others. Factors within and beyond our control
may lead to our securities being subject to GSM or ASM. In the event our Equity Shares are subject to such
surveillance measures implemented by any of the Stock Exchanges, we may be subject to certain additional
restrictions in connection with trading of our Equity Shares such as limiting trading frequency (for example,
trading either allowed once in a week or a month) or freezing of price on upper side of trading which may
have an adverse effect on the market price of our Equity Shares or may in general cause disruptions in the
development of an active trading market for our Equity Shares.
External Risk Factors
82. Political, economic or other factors that are beyond our control may have an adverse effect on our
business, financial condition, results of operations and cash flows.
The Indian economy and capital markets are influenced by economic, political and market conditions in
India and globally. We are incorporated in and currently functioning only in India and, as a result, are
dependent on prevailing economic conditions in India. Our results of operations are significantly affected by
factors influencing the Indian economy. Factors that may adversely affect the Indian economy, and hence
our results of operations, may include:
• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions
in India and scarcity of financing for our expansions;
• volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
• changes in India’s tax, trade, fiscal or monetary policies;
• political instability, terrorism or military conflict in India or in countries in the region or globally,
including in India’s various neighbouring countries;
• occurrence of natural or man-made disasters (such as hurricanes, typhoons, floods, earthquakes, tsunamis
and fires) which may cause us to suspend our operations;
• civil unrest, acts of violence, terrorist attacks, regional conflicts or situations or war may adversely affect
the Indian markets as well as result in a loss of business confidence in Indian companies;
• epidemics, pandemics or any other public health concerns in India or in countries in the region or
globally, including in India’s various neighbouring countries, such as the highly pathogenic H7N9, H5N1
and H1N1 strains of influenza in birds and swine and more recently, the COVID-19 pandemic;
• any downgrading of India’s debt rating by a domestic or international rating agency;
• international business practices that may conflict with other customs or legal requirements to which we
are subject, including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements, import/export
tariffs, increased regulations or capital investment requirements; and
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and
difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring additional
costs to do so.
While our results of operations may not necessarily track India’s economic growth figures, the Indian
economy’s performance nonetheless affects the environment in which we operate. Any slowdown or
perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely
affect our business, financial condition and results of operations, and the price of the Equity Shares.
83. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate
and tax laws, may adversely affect our business, results of operations, financial condition, cash flows and
prospects.
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The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, may adversely affect our business, results of operations, financial
condition, cash flows and prospects, to the extent that we are unable to suitably respond to and comply with
any such changes in applicable law and policy. For instance, Government of India announced the union
budget for Fiscal 2026, following which the Finance Bill was introduced in the Lok Sabha on February 1,
2025. Subsequently, the Finance Bill received the assent from the President of India and became the Finance
Act. Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and
regulations including foreign investment and stamp duty laws governing our business and operations could
result in us being deemed to be in contravention of such laws and may require us to apply for additional
approvals.
Further, the GoI introduced new laws relating to social security, occupational safety, industrial relations and
wages namely, the Code on Social Security, 2020 (“Social Security Code”), the Occupational Safety, Health
and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019,
which consolidate, subsume and replace numerous existing central labour legislations, were to take effect
from April 1, 2021 (collectively, the “Labour Codes”). The GoI has deferred the effective date of
implementation of the respective Labour Codes, and they shall come into force from such dates as may be
notified. Different dates may also be appointed for the coming into force of different provisions of the Labour
Codes. While the rules for implementation under these codes have not been finalized, as an immediate
consequence, the coming into force of these codes could increase the financial burden on our Company,
which may adversely impact our profitability. For instance, under the Social Security Code, a new concept
of deemed remuneration has been introduced, such that where an employee receives more than half (or such
other percentage as may be notified by the Central Government) of their total remuneration in the form of
allowances and other amounts that are not included within the definition of wages under the Social Security
Code, the excess amount received shall be deemed as remuneration and accordingly be added to wages for
the purposes of the Social Security Code and the compulsory contribution to be made towards the employees’
provident fund.
Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and
regulations including foreign investment and stamp duty laws governing our business and operations could
result in us being deemed to be in contravention of such laws and may require us to apply for additional
approvals. We may incur increased costs and other burdens relating to compliance with new requirements,
which may also require significant management time and other resources, and any failure to comply may
adversely affect our business, results of operations, financial condition, cash flows and prospects.
Uncertainty in the application, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative
or judicial precedent may be time consuming as well as costly for us to resolve and may impact the viability
of our current business or restrict our ability to grow our business in the future.
84. Any downgrading of India’s debt rating by an international rating agency could have a negative effect on
our business and the trading price of the Equity Shares.
India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal
policy or a decline in India’s foreign exchange reserves, all which are beyond our control. Our borrowing
costs and our access to the debt capital markets depend significantly on the sovereign credit ratings of India.
Any adverse revisions to India’s credit ratings for domestic and overseas debt by international rating agencies
may adversely affect our ability to raise additional external 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 future financial performance, our ability to obtain financing for capital expenditures and the
trading price of the Equity Shares.
85. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies,
including those specified under FEMA and the rules thereunder. Under foreign exchange regulations
currently in force in India, the transfer of shares between non-residents and residents are freely permitted
(subject to compliance with sectoral norms and certain other restrictions), if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be
transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of
7824
the exceptions referred to above, then a prior regulatory approval will be required. Further, unless specifically
restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and
without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for
making such investment. The RBI and the concerned ministries/departments are responsible for granting
approval for foreign investment. Additionally, shareholders who seek to convert Rupee proceeds from a sale
of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection
or a tax clearance certificate from the Indian income tax authorities.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which
has been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial
owner of the equity shares is situated in or is a citizen of a country which shares a land border with India,
can only be made through the Government approval route, as prescribed in the Consolidated FDI Policy
dated October 15, 2020 and the FEMA Rules. We cannot assure you that any required approval from the
RBI or any other governmental agency can be obtained on any particular terms or conditions, or at all, or
that we will be able to continue to comply with all the conditions prescribed under the FEMA Rules.
86. Investors may have difficulty in enforcing foreign judgments against our Company or our management.
Our Company is incorporated under the laws of India and most of our Directors and key managerial
personnel reside in India. Further, certain of our assets, and the assets of our key managerial personnel and
Directors, may be located in India. As a result, it may be difficult to effect service of process outside India
upon us and our executive officers and Directors or to enforce judgments obtained in courts outside India
against us or our key managerial personnel and Directors, including judgments predicated upon the civil
liability provisions of the securities laws of jurisdictions outside India. India has reciprocal recognition and
enforcement of judgments in civil and commercial matters with only a limited number of jurisdictions, which
includes the United Kingdom, United Arab Emirates, Singapore and Hong Kong. In order to be enforceable,
a judgment from a jurisdiction with reciprocity must meet certain requirements of the Code of Civil
Procedure, 1908 (“Civil Code”). The Civil Code only permits the enforcement of monetary decrees, not
being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments
or decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by
proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by any
court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general
laws of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a
judgment in such a jurisdiction against us, our officers or directors, it may be required to institute a new
proceeding in India and obtain a decree from an Indian court. However, the party in whose favour such final
judgment is rendered may bring a fresh suit in a competent court in India based on a final judgment that has
been obtained in a non-reciprocating territory within three years of obtaining such final judgment. Further,
there are considerable delays in the disposal of suits by Indian courts. It is unlikely that an Indian court would
award damages on the same basis or to the same extent as was awarded in a final judgment rendered by a
court in another jurisdiction if the Indian court believed that the amount of damages awarded was excessive
or inconsistent with public policy in India. In addition, any person seeking to enforce a foreign judgment in
India is required to obtain prior approval of the RBI to repatriate any amount recovered pursuant to the
execution of the judgment.
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SECTION IV – INTRODUCTION
THE ISSUE
The following table summarizes details of the Issue:
Issue of Equity Shares(1) Up to 1,70,00,000 Equity Shares of face value of ₹ 10
each, aggregating up to ₹ [•] lakhs
The Issue comprises:
A) QIB Portion (2)(3) Not more than [●] Equity Shares of face value of ₹ 10
each
of which:
(i) Anchor Investor Portion(2) Up to [●] Equity Shares of face value of ₹ 10 each
(ii) Net QIB Portion available for allocation to QIBs other than [●] Equity Shares of face value of ₹ 10 each
Anchor Investors (assuming Anchor Investor Portion is
fully subscribed)
of which:
(a) Available for allocation to Mutual Funds only (5% of the [●] Equity Shares of face value of ₹ 10 each
Net QIB Portion)
(b) Balance for all QIBs including Mutual Funds [●] Equity Shares of face value of ₹ 10 each
B) Non-Institutional Portion(4)(5)(6) Not less than [●] Equity Shares of face value of ₹ 10 each
of which:
One-third of the Non-Institutional Portion reserved for applicants [●] Equity Shares of face value of ₹ 10 each
with an application size of more than ₹ 2 lakhs and up to ₹ 10
lakhs
Two-third of the Non-Institutional Portion reserved for [●] Equity Shares of face value of ₹ 10 each
applicants with an application size of more than ₹ 10 lakhs
C) Retail Portion(4)(6) Not less than [●] Equity Shares of face value of ₹ 10 each
Pre and post-Issue Equity Shares
Equity Shares outstanding prior to the Issue (as at the date of this 4,50,31,834 Equity Shares of face value of ₹ 10 each
Draft Red Herring Prospectus)
Equity Shares outstanding after the Issue [●] Equity Shares of face value of ₹ 10 each
Use of Net Proceeds See “Objects of the Issue” on page 115 for information on
the use of proceeds arising from the Issue.
(1) The Issue has been authorized by resolutions passed by our Board in their meeting held on June 25, 2025 and by our
Shareholders in an EGM held on July 24, 2025.
(2) Our Company in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with SEBI ICDR Regulations. The QIB Portion will accordingly be reduced for the
Equity Shares allocated to Anchor Investors. 1/3rd of the Anchor Investor Portion shall be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to
the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to
Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis
to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or
above the Issue Price. In the event the aggregate demand from Mutual Funds is less than as specified above, the balance
Equity Shares available for Allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated
proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. For further details, see
‘Issue Procedure’ on page 417.
(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. In case of under-subscription in the Issue, subject to receipt of minimum
subscription for 90% of the Issue, compliance with Rule 19(2)(b) of the SCRR and allotment of not more than 50% of the
Issue to QIBs, Equity Shares shall be allocated in the manner specified in the section “Terms of the Issue” beginning on
page 407 of this Draft Red Herring Prospectus.
(4) Allocation to Bidders in all categories, except in Anchor Investor Portion, Non-Institutional Portion and the Retail
Individual Investor Portion, shall be made on a proportionate basis subject to valid Bids received at or above the Issue
Price. The allocation to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to availability
of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a
proportionate basis. The allocation to each Non- Institutional Investor shall not be less than ₹2 lakhs subject to the
availability of Equity Shares in Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on
8024
a proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR
Regulations. For further details, see ‘Issue Procedure’ on page 417.
(5) Not less than 15% of the Issue shall be available for allocation to Non-Institutional Investors of which (i) 1/3rd of the
Non- Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 2 lakhs and
up to ₹ 10 lakhs; and (ii) 2/3rd of the Non-Institutional Portion shall be available for allocation to Bidders with an
application size of more than ₹ 10 lakhs provided that under-subscription in either of these two sub-categories of Non-
Institutional Category specified in (a) and (b), may be allocated to Bidders in the other sub-category of Non-Institutional
Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price.
(6) SEBI ICDR Master Circular through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, has
prescribed that all individual investors applying in initial public offerings, where the application amount is up to ₹ 5.00
lakhs shall use UPI. Individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹ 200,000
and up to ₹ 5.00 lakhs, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for
Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of
linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers
For further details, including in relation to grounds for rejection of Bids, refer to “Issue Procedure” on page 417.
For further details of the terms of the Issue, see “Terms of the Issue” on page 407.
8124
SUMMARY OF FINANCIAL STATEMENTS
The following tables set forth summary financial information derived from our Restated Financial Statements as
of and for the Financial year ended March 31, 2025, March 31, 2024, and March 31, 2023. The summary financial
information presented below should be read in conjunction with ‘Financial Statements’ and ‘Management’s
Discussion and Analysis of Financial Condition and Results of Operations’ beginning on pages 279 and 344,
respectively.
[Remainder of this page intentionally kept blank]
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SUMMARY OF RESTATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in lakhs)
Particulars As At As At As At
March 31, 2025 March 31, 2024 March 31, 2023
ASSETS
Non-current assets
(a) Property, Plant and Equipment 1,759.36 1,918.48 1,826.48
(b) Right of use assets 227.62 203.63 49.91
(c) Other Intangible assets - 1.96 2.49
(d) Financial Assets
(i) Other financial assets 30.98 27.33 7.20
(e) Other non current assets 161.38 13.61 17.20
2,179.34 2,165.01 1,903.28
Current assets
(a) Inventories 5,462.31 6,243.56 6,459.13
(b) Financial Assets
(i) Trade receivables 7,372.84 6,269.01 6,184.57
(ii) Cash and cash equivalents 1.17 1.99 32.82
(iii) Bank Balance other than cash and cash equivalents 170.85 253.36 344.74
(iv) Other Financial assets 1,257.96 333.09 116.36
(c) Other current assets 1,469.69 1,582.93 1,085.54
15,734.82 14,683.94 14,223.16
Total Assets 17,914.16 16,848.95 16,126.44
Equity & Liabilities
Equity
(a) Equity Share Capital 960.17 960.17 960.17
(b) Other Equity 5,834.02 3,722.55 2,965.58
6,794.19 4,682.72 3,925.75
Liability
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 66.38 300.36 504.70
(ia) Lease Liability 47.22 120.47 11.72
(b) Provisions 49.69 54.81 46.00
(c) Deferred tax liabilities (net) 43.20 18.77 12.54
206.49 494.41 574.96
Current liabilities
(a) Financial Liabilities
(i) Borrowings 7,325.85 9,076.33 8,455.27
(ia) Lease Liability 92.87 83.77 72.01
(ii) Trade payables
a) Total outstanding dues of micro enterprises and small 103.36 147.77 266.31
enterprises
b) Total outstanding dues of creditor other than micro 2,643.26 1,849.79 2,362.72
enterprises and small enterprises
(iii) Other Financial Liability 93.85 156.04 98.74
(b) Other Current liability 320.31 194.30 199.74
(c) Provisions 333.98 163.82 170.94
10,913.48 11,671.82 11,625.73
Total Equity & Liability 17,914.16 16,848.95 16,126.44
8324
SUMMARY OF RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in lakhs)
S. No. Particulars For the Year ended For the Year ended For the Year ended
March 31, 2025 March 31, 2024 March 31, 2023
INCOME
I Revenue From Operations (Net) 32,843.59 29,635.83 31,461.61
II Other Income 826.23 514.61 215.94
II I T otal Income (I + II) 33,669.82 30,150.44 31,677.55
IV EXPENSES
Cost of materials consumed 18,932.07 20,993.87 23,238.81
Purchase of traded goods 7,660.13 4,097.38 4,163.18
(Increase)/ decrease in inventories of (38.52) (226.70) (647.86)
finished goods, stock-in-transit, work-
in-progress & traded goods
Employee benefit expenses 714.79 723.63 706.67
Depreciation and amortization expenses 307.46 270.82 243.84
Finance costs 868.37 915.23 727.44
Other expenses 2,398.47 2,406.88 2,369.95
T otal Expenses (IV) 30,842.77 29,181.11 30,802.03
V P rofit before tax (III-IV) 2,827.05 969.33 875.52
V I Tax expense
- Current tax 686.10 203.94 238.25
- Deferred tax charge/(credit) 25.25 4.39 10.40
- Tax in respect of earlier years 2.10 8.80 1.89
T otal tax expense 713.45 217.13 250.54
V II P rofit for the year (V-VI) 2,113.60 752.20 624.98
VIII Other comprehensive
income/(expenses)
(i) Items that will not to be reclassified
to profit or loss in subsequent periods
Re-measurement gain/ (loss) on defined (2.96) 6.61 2.73
benefit plans
Income tax effect 0.83 (1.84) (0.76)
(ii) Items that will be reclassified to - - -
p rofit or loss in subsequent periods
IX Total Comprehensive Income for the 2,111.47 756.97 626.95
year (VII + VIII)
X Earnings per equity share (Face Value of
INR 10 each):
(1) Basic (in ₹ INR) 4.69 1.67 1.39
(2) Diluted (in ₹ INR) 4.69 1.67 1.39
8424
SUMMARY OF RESTATED STATEMENT OF CASH FLOW
(₹ in lakhs)
S. No. Particulars For the Year For the Year For the Year
ended ended ended
March 31, March 31, March 31,
2025 2024 2023
A CASH FLOW FROM OPERATING ACTIVITIES:
Profit / (Loss) before tax 2,827.05 969.33 875.52
Adjustments to reconcile profit before tax to net cash
flows:
Finance Cost (including interest on lease liability) 831.80 864.76 672.95
Depreciation and amortisation expenses 307.46 270.82 243.84
Profit on Sale of property, plant and equipment (11.90) (1.32) (8.25)
Liabilities & provisions no longer required written back (414.39) (279.80) (78.51)
Loss of Inventory by theft 24.60 - -
Non Operating (income)- interest received (252.03) (145.01) (126.04)
Bad debts 2.58 27.98 37.19
Provision for Doubtful debts - - 35.72
Provision for Doubtful advances 5.15 - 17.17
Inventory written down 35.00 - -
Provision for Margin on Finished Goods in Transit 18.00 - -
Financial guarantee income (9.00) - -
Foreign exchange fluctuation - unrealised 10.15 1.35 -
Operating profit before working capital changes 3,374.47 1,708.11 1,669.59
(Increase) / decrease in inventories 728.25 215.57 (1,785.81)
(Increase) / decrease in trade receivable (1,106.41) (112.42) (328.11)
(Increase) / decrease in other financial assets (954.05) (214.12) (68.35)
Increase / (decrease) in other financial liabilities 4.77 (1.44) 3.12
(Increase) / decrease in other current assets 117.09 (497.39) (411.07)
(Increase)/decrease in other non current assets (27.80) 3.59 (2.97)
Increase / (decrease) in trade payable 749.06 (623.67) 232.32
Increase / (decrease) in other current liabilities & 128.46 8.09 19.46
provisions
Net cash generated from/ (used in) operations 3,013.84 486.32 (671.82)
Direct taxes paid (528.58) (217.97) (219.74)
Net cash flow from/(used in) operating activities (A) 2,485.26 268.35 (891.56)
B CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (including (274.73) (285.45) (404.22)
capital advances)
Proceeds from sale of property, plant and equipment 25.35 1.58 11.44
Deposits in term deposits (Net) 79.40 88.84 (164.33)
(Increase)/decrease in other non current financial assets (0.94) (22.43) 13.02
Interest received 256.60 142.35 126.38
Net cash generated from/ (used in) investing activities 85.68 (75.11) (417.71)
(B)
C CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds/ (Repayment) from/ (of) borrowings Short (1,346.24) 891.71 2,092.81
Term (Net)
Repayment of long term borrowings (233.98) (233.99) (234.86)
Proceeds from long term borrowings - 29.65 99.00
Repayment of Lease Liability (107.35) (117.13) (74.55)
Interest paid (884.19) (794.31) (649.39)
Net cash generated from/ (used in) financing (2,571.76) (224.07) 1,233.01
activities (C)
Net increase / (decrease) in cash and cash equivalents (0.82) (30.83) (76.26)
Cash and bank balances as at beginning of the year 1.99 32.82 109.08
Cash and bank balances as at end of the year 1.17 1.99 32.82
8524
GENERAL INFORMATION
Our Company was incorporated under the Companies Act, 1956 as a public limited company pursuant to a
certificate of incorporation dated January 16, 1991 issued by the Registrar of Companies, Delhi and Haryana at
New Delhi. Further, a certificate for commencement of business dated April 23, 1991 was issued to our Company
by the Additional Registrar of Companies, Delhi and Haryana at New Delhi under Section 149(3) of the
Companies Act, 1956.
Registered Office of our Company
The address and certain other details of our Registered Office is as follows:
604, Indra Prakash,
21, Barakhamba Road,
New Delhi – 110 001,
Delhi, India.
Telephone: +91 114 352 6312
Facsimile: N.A.
For further details, in respect of change in Registered Office of our Company, please see “History and Certain
Corporate Matters – Details of change in Registered Office” on page 242 of this Draft Red Herring Prospectus.
Corporate Office of our Company
The address and certain other details of our Corporate Office is as follows:
1401 to 1409, 14th Floor,
Vijaya Building, 17,
Barakhamba Road,
Connaught Place, Central Delhi,
New Delhi – 110 001,
Delhi, India
Telephone: +91 112 331 0658
Facsimile: N.A.
Contact Details
E-mail: corporate@blspolymers.com
Investor grievance id: investors@blspolymers.com
Website: www.blspolymers.com
Corporate identity number and registration number
Corporate Identity Number: U24111DL1991PLC042745
Registration Number: 042745
The Registrar of Companies
Our Company is registered with the RoC, which is situated at the following address:
Registrar of Companies, Delhi and Haryana at New Delhi
4th Floor, IFCI Tower,
61, Nehru Place,
New Delhi – 110 019,
Delhi, India
Our Board of Directors
The following table sets out the brief details of our Board as on the date of filing of this Draft Red Herring
Prospectus:
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Name Designation DIN Address
Karan Aggarwal Chairman and Managing 02030873 House no. 2, Flag Staff Road, Civil Lines,
Director North Delhi – 110 054, Delhi, India.
Dinesh Sharma Executive Director 00956860 64, Vidyut Nikunj, Plot number 112, I.P.
Extension, Gazipur, Shakarpur, East Delhi –
110 092, Delhi, India.
Vinod Aggarwal Non-Executive Director 00135390 Kothi no. 2, Flag Staff Road, Near I.P College,
Civil Lines, North Delhi – 110 054, Delhi,
India.
Parveen Kumar Goyal Independent Director 00162819 Flat no. 27/303, East End Apartments, Mayur
Vihar Phase-1, Extension, Vasundhra
Enclave, S.O., East Delhi – 110 096, Delhi,
India.
Shivani Mishra Independent Director 07221507 H. No. 35, GT Road, Jain Nagar, Panchwati
Colony, Pawan Cinema, Near MRF
Showroom, Ghaziabad – 201 001, Uttar
Pradesh, India.
Arun Kumar Verma Independent Director 08705619 K-021, Sector-143, Gulshan Ikebana Homz,
Gautam Budh Nagar, Noida - 201 306, Uttar
Pradesh, India.
For further details of our Board of Directors, see “Our Management – Board of Directors” on page 246.
Company Secretary and Compliance Officer
Neha Kumar Sunit is the Company Secretary and Compliance Officer of our Company. Her contact details are
as follows:
1401 to 1409, 14th Floor,
Vijaya Building, 17,
Barakhamba Road,
Connaught Place, Central Delhi,
New Delhi – 110 001,
Delhi, India
Telephone: +91 112 331 0658
E-mail: secretarial@blspolymers.com
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.
In terms of SEBI ICDR Master Circular, SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021, as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and
SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and 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
8724
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 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 or 15% per annum of the application amount. Further, in terms of SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only
after (i) unblocking of application amounts for each application received by the SCSB has been fully completed,
and (ii) applicable compensation relating to investor complaints has been paid by the SCSB.
In terms of the SEBI ICDR Master Circular (to the extent applicable), 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. In terms of the SEBI
ICDR Master Circular (to the extent applicable), SCSBs are required to compensate the investor immediately on
the receipt of complaint. Further, the BRLM are required to compensate the investor for delays in grievance
redressal from the date on which the grievance was received until the actual date of unblock.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediaries 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 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 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.
SEBI ICDR Master Circular through the circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022,
has prescribed that all individual investors applying in initial public offerings, where the application amount is up
to ₹ 5.00 lakhs, shall use UPI. Individual investors Bidding under the Non-Institutional Portion Bidding for more
than ₹ 2.00 lakhs and up to ₹ 5.00 lakhs, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-
Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs,
or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by
certain brokers.
Book Running Lead Manager
Unistone Capital Private Limited
A/ 305, Dynasty Business Park,
Andheri-Kurla Road, Andheri East,
Mumbai – 400 059, Maharashtra, India.
Telephone: +91 22 4604 6494
Facsimile: N.A.
Email: mb@unistonecapital.com
Investor grievance email: compliance@unistonecapital.com
Contact Person: Brijesh Parekh
Website: www.unistonecapital.com
SEBI Registration number: INM000012449
CIN: U65999MH2019PTC330850
8824
Legal Counsel to our Company
T&S Law
14 and 15, Logix Technova,
Block B, Sector 132, Noida - 201 304,
Uttar Pradesh, India.
Telephone: +91 120 666 1348
Facsimile: N.A.
Email: info@tandslaw.in
Contact Person: Sagarieeka
Statutory Auditors to our Company
M/s Nangia & Co. LLP,
Chartered Accountants
B-27, Soami Nagar,
New Delhi – 110 017,
Delhi, India.
Telephone: +91 989 938 7660
Contact Person: Prateek Agrawal
Membership No.: 402826
Email: info@nangia.com
Firm Registration Number: 002391C/N500069
Peer Review Certificate Number: 016750
Registrar to the Issue
KFin Technologies Limited
301, The Centrium, 3rd Floor,
57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West),
Kurla, Mumbai - 400 070, Maharashtra, India,
Telephone: +91 406 716 2222 / 1800 309 4001
Email ID: blspolymers.ipo@kfintech.com
Website: www.kfintech.com
Investor grievance: einward.ris@kfintech.com
Contact Person: M. Murali Krishna
SEBI Registration: INR000000221
CIN: L72400MH2017PLC444072
Syndicate Members
[●]
Banker(s) to the Issue
Escrow Collection Bank(s)
[●]
Public Issue Bank(s)
[●]
Refund Bank(s)
[●]
Sponsor Banks
[●]
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Bankers to our Company
Yes Bank Limited
4th Floor, Max Towers,
Sector 16B, Noida – 201 301,
Uttar Pradesh, India.
Telephone: +91 989 978 7818
Website: www.yesbank.in
Email: varun.chhabra@yesbank.in
Contact Person: Varun Chhabra
ICICI Bank Limited
2nd Floor, Gopal Das Building,
Barakhamba Road, New Delhi – 110 001
Delhi, India.
Telephone: +91 990 274 2870
Website: www.icicibank.com
Email: divijnarayan.durbha@icicibank.com
Contact Person: Divij Narayan Durbha
HDFC Bank Limited
7th Floor, Tower B, Ace Capitol,
Sector 132, Plot Number 37,
Noida – 201 304,
Uttar Pradesh, India.
Telephone: +91 971 751 0122
Website: www.hdfcbank.com
Email: atul.kumar44@hdfcbank.com
Contact Person: Atul Kumar / Ankit Mehra
DBS Bank India Limited
2nd Floor, Tower C, DLF Building, 10,
DLF Cyber City, Gurgaon – 122 002,
Haryana, India.
Telephone: +91 987 354 5425
Website: www.dbs.com
Email: amitgoel@dbs.com
Contact Person: Amit Goel
Bank of Baroda
Bank of Baroda - SME branch, 4th floor,
Bank of Baroda Building, 16,
Parliament Street, New Delhi - 110 001
Delhi, India
Telephone: +91 112 344 1512
Website: www.bankofbaroda.in
Email: SALES.SME.DELHI@bankofbaroda.com
Contact Person: Subhash Chandra
Changes in the auditors
There has been no change in the Auditors of our Company during the last three years.
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
9024
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder
(other than a UPI Bidder using the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a
Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time.
Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of
Bidders (other than RIBs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time. Details of
nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available www.sebi.gov.in.
Eligible SCSBs and mobile applications enabled for UPI Mechanism
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, as amended by
the SEBI ICDR Master Circular, and SEBI Master Circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91
dated June 23, 2025 (to the extent applicable), UPI Bidders Bidding using the UPI Mechanism may only apply
through the SCSBs and mobile applications whose names appears on the website of the SEBI, which may be
updated from time to time. A list of SCSBs and mobile applications, using the UPI handles and 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. The said list is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, as updated from time
to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member
of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of
the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time or any other website prescribed by SEBI from time to time. For more information on
such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website
of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as
updated from time to time or any other website prescribed by SEBI from time to time.
Registered Brokers
Bidders can submit ASBA Forms in the Issue using the stock broker network of the stock exchange, i.e. through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/ and https://www.nseindia.com, as updated from time to time.
RTAs
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 websites of Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and https://www.nseindia.com/products-
services/initial-public-offerings-asba-procedures, respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
Experts
Except as stated below, our Company has not obtained any expert opinions:
9124
i. Our Company has received written consent dated August 3, 2025 from M/s Nangia & Co. LLP, Chartered
Accountants, to include their name as required under section 26 (5) of the Companies Act, 2013 read with
SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section
2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect
of (i) their examination report dated July 31, 2025 on our Restated Financial Statements; and (ii) their report
dated August 3, 2025 on the Statement of Special Tax Benefits in this Draft Red Herring Prospectus and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
ii. Our Company has received written consent dated August 5, 2025 from MRKS and Associates, independent
chartered accountant, having firm registration number 023711N, and holding a valid peer review certificate
from the ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013 read with
the SEBI ICDR Regulations in this Draft Red Herring Prospectus, and as an “expert” as defined under
Section 2(38) of the Companies Act with respect to the information in certificates dated August 5, 2025 and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
iii. In addition, our Company has received written consent dated July 22, 2025 from V M Shanbhag, independent
chartered engineer to include his name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under
Section 2(38) of the Companies Act, 2013 to the extent and his capacity as independent chartered engineer
in respect of details regarding the Manufacturing Facility of our Company and the Proposed Expansion and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
iv. Our Company has received written consent dated August 1, 2025 from CRISIL Intelligence, a division of
CRISIL Limited, to include their name in this Draft Red Herring Prospectus and be named as an “expert” as
defined under Section 2(38) of the Companies Act, 2013 in respect of their report ‘Market assessment &
Industry report on Polymer Compounding for cables & Coatings Industry’ dated July, 2025, in connection
with the Issue.
v. Our Company has received written consent dated August 5, 2025 from Himanshu S K Gupta & Associates,
Practicing Company Secretaries, to include their name in this Draft Red Herring Prospectus and be named
as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of their certificate dated
August 5, 2025 in connection with the Issue.
Monitoring Agency
In order to comply with Regulation 41 of SEBI ICDR Regulations, our Company may appoint a monitoring
agency prior to the filing of the Red Herring Prospectus, to monitor the utilisation of Gross Proceeds of this Issue.
Appraising Entity
None of the objects of the Issue for which the Net Proceeds will be utilised have been apprised by any agency.
Statement of inter-se allocation of responsibilities of the Book Running Lead Manager
Unistone Capital Private Limited, being the sole Book Running Lead Manager will be responsible for all the
responsibilities related to co-ordination and other activities in relation to the Issue. Hence, a statement of inter se
allocation of responsibilities is not required.
Credit Rating
As this is an issue of Equity Shares, there is no credit rating for the Issue.
IPO Grading
No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Issue.
Debenture Trustees
9224
As this is an issue of Equity Shares, no debenture trustee has been appointed for the Issue.
Green Shoe Option
No green shoe option is contemplated under the Issue.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus has been filed electronically through the SEBI intermediary portal
at https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, and has been emailed to SEBI
at cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to
“Easing of Operational Procedure –Division of Issues and Listing –CFD” and as specified in Regulation 25(8) of
the SEBI ICDR Regulations and in accordance with the SEBI ICDR Master Circular. A copy of this Draft Red
Herring Prospectus will also be filed with the SEBI at the following address:
Securities and Exchange Board of India
Corporation Finance Department, Division of Issues and Listing,
SEBI Bhavan, Plot No. C4 A, ‘G’ Block,
Bandra Kurla Complex Bandra (E),
Mumbai 400 051 Maharashtra, India
Filing of the Red Herring Prospectus and the Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under
Section 32 of the Companies Act shall be filed with the RoC and a copy of the Prospectus shall be filed with the
RoC under Section 26 of the Companies Act through the electronic portal at
https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html.
A copy of the Prospectus will also be submitted with SEBI and Stock Exchanges, for information and record.
Book Building Process
Book building, in the context of the Issue, refers to the process of collection of Bids from investors on the basis
of the Red Herring Prospectus and the Bid cum Application Forms (and the Revision Forms) within the Price
Band, which will be decided by our Company, in consultation with the Book Running Lead Manager, will be
advertised in all editions of [●] (a widely circulated English daily national newspaper) and all editions of [●] (a
widely circulated Hindi daily national newspaper, Hindi being the regional language of New Delhi 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 Stock Exchanges for the purpose of uploading on their respective websites. The Issue Price shall
be determined by our Company, in consultation with the Book Running Lead Manager after the Bid/Issue Closing
Date. For further details, see “Issue Procedure” on page 417.
All Bidders, other than Anchor Investors, shall only participate through the ASBA process by providing the
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the
SCSBs. In addition to this, the ASBA Bidders may participate through the ASBA process by either (a)
providing the details of their respective ASBA Account in which the corresponding Bid Amount will be
blocked by the SCSBs; or (b) in case of UPI Bidders, through the UPI Mechanism. Anchor Investors are
not permitted to participate in the Issue through the ASBA process.
In terms of SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw
their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at
any stage. Retail Individual Bidders can revise their Bid(s) during the Bid/Issue Period and withdraw their
Bid(s) until the Bid/ Issue Closing Date. Anchor Investors are not allowed to revise and/or withdraw their
Bids after the Anchor Investor Bidding Date. Except for Allocation to Retail Individual Bidders, Non-
Institutional Bidders, and the Anchor Investors, allocation in the Issue will be on a proportionate basis
within the specified investor categories in accordance with Schedule XIII of the SEBI ICDR Regulations.
For further details on method and process of Bidding, see “Issue Structure” and “Issue Procedure” on pages
413 and 417, respectively.
9324
Except for Allocation to RIBs, NIBs and Anchor Investors, allocation in the Issue will be on a proportionate basis.
Allocation to the Anchor Investors will be on a discretionary basis. For allocation to the Non-Institutional Bidders,
the following shall be followed:
a) One-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with application
size of more than ₹ 2.00 lakhs and up to ₹ 10.00 lakhs;
b) Two-thirds of the portion available to Non-Institutional Bidders shall be reserved for Bidders with
application size of more than ₹ 10.00 lakhs.
Provided that the unsubscribed portion in either of the sub-categories specified under clauses (a) or (b), may be
allocated to Bidders in the other sub-category of Non-Institutional Bidders. Our Company will comply with the
SEBI ICDR Regulations and any other directions issued by SEBI in relation to this Issue. In this regard, our
Company has appointed the Book Running Lead Manager to manage this Issue and procure Bids for this Issue
Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation
to this Issue. In this regard, our Company has appointed the Book Running Lead Manager to manage this Issue
and procure Bids for this Issue.
Illustration of Book Building Process and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Terms of the Issue” and
“Issue Procedure” on pages 407 and 417, respectively.
The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to
change from time to time and Bidders are advised to make their own judgment about investment through
this process prior to submitting a Bid in the Issue.
Each Bidder by submitting a Bid in the Issue, will be deemed to have acknowledged the above restrictions
and the terms of the Issue.
Bidders should note that the Issue is also subject to obtaining (i) final approval of the RoC after the Prospectus is
filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company
shall apply for after Allotment within three Working Days of the Bid/Issue Closing Date or such other time period
as prescribed under applicable law.
For further details on the method and procedure for Bidding, see “Issue Structure” and “Issue Procedure” on pages
413 and 417, respectively.
Underwriting Agreement
After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the Prospectus
with the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity
Shares proposed to be issued through the Issue. It is proposed that pursuant to the terms of the Underwriting
Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing,
specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:
(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC.)
Name, address, telephone number and e-mail Indicative number of Equity Amount
address of the Underwriters Shares of face value of ₹ 10 each Underwritten (₹ in lakhs)
to be underwritten
[●] [●] [●]
The above-mentioned is indicative underwriting and will be finalised after determination of Issue Price, Basis of
Allotment and actual allocation in accordance with provisions of Regulation 40(2) of the SEBI ICDR Regulations.
9424
In the opinion of our Board (based on representations made to our Company by the Underwriters), the resources
of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full.
The Underwriters are registered as merchant bankers with SEBI or registered as brokers with the Stock
Exchange(s). Our Board, at its meeting held on [●], has accepted and entered into the Underwriting Agreement
mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set
forth in the table above.
Notwithstanding the above table, each of the Underwriters shall be severally responsible for ensuring payment
with respect to the Equity Shares allocated to Bidders respectively procured by them in accordance with the
Underwriting Agreement. The Underwriting Agreement has not been executed as on the date of this Draft Red
Herring Prospectus and will be executed after determination of the Issue Price and allocation of Equity Shares,
but prior to filing the Prospectus with the RoC.
9524
CAPITAL STRUCTURE
The Equity Share capital of our Company as on the date of this Draft Red Herring Prospectus is set forth below:
(₹ in lakhs, except share data)
Aggregate value at face Aggregate value at
Particulars
value Issue Price*
A AUTHORIZED SHARE CAPITAL
7,00,00,000 Equity Shares of face value of ₹ 10 each(1) 7,000.00 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
4,50,31,834 Equity Shares of face value of ₹ 10 each 4,503.18 -
C PROPOSED ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS(1)
Issue of up to 1,70,00,000 Equity Shares of face value of ₹ 10 [•] [•]
each(2)
D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE ISSUE
[•] Equity Shares of face value of ₹ 10 each* [•] [•]
E SECURITIES PREMIUM ACCOUNT
Before the Issue (as on date of this Draft Red Herring Prospectus) Nil
After the Issue [•]
* To be updated upon finalization of the Issue Price and Basis of Allotment.
(1) For details in relation to the changes in the authorised share capital of our Company undertaken during the ten years immediately
preceding this Draft Red Herring Prospectus, see ‘History and Certain Corporate Matters - Amendments to our Memorandum of
Association’ on page 242.
(2) The Issue has been authorised by a resolution of our Board at their meeting held on June 25, 2025, and a special resolution passed by
our Shareholders at the EGM held on July 24, 2025.
Notes to the Capital Structure
1. Equity Share capital history of our Company
(a) The following table sets forth the history of the Equity Share capital of our Company:
9624
Date of Reason / Nature of No. of Equity Face value per Issue price per Form of Cumulative Details of Allottees
allotment allotment Shares allotted Equity Share Equity Share consideration number of
(₹) (₹) Equity Shares
January 25, Subscription to 70 10 10 Cash 70 1. Puran Chand Sajjan 10
1 991(1) Memorandum of 2. Prasanna Kumar K.C. 10
Association 3. Arun Tyagi 10
4. Kishan 10
5. Ishwar 10
6. Shiv Shankar 10
7. Rai Singh 10
December 28, Further Issue 2,48,000 10 10 Cash 2,48,070 1. Vinod Aggarwal 2,000
1991* 2. Sushil Aggarwal 2,000
3. Madhukar Aggarwal 2,000
4. Diwakar Aggarwal 2,000
5. Visa Traders & Financial Private 5,000
Limited
6. Avings Trading & Holding Private 5,000
Limited
7. Kasunia Enterprises Private Limited 5,000
8. Newatia Consultants Private 5,000
Limited
9. Southern Polymers Private Limited 5,000
10. Vingas Leasing & Finance Private 5,000
Limited
11. Wonderful Builders & Contractors 5,000
Private Limited
12. Venus International Private 5,000
Limited
13. Chaunati Investment Limited 5,000
14. Bansal Consultants Private Limited 5,000
15. Surya Farms & Forests Private 5,000
Limited
16. Kantasa Private Limited 5,000
17. Jain Savings India Private Limited 5,000
18. Sammi Latex Private Limited 5,000
19. Chandni Garments Private Limited 10,000
20. Unnati Mercantile Private Limited 10,000
9724
Date of Reason / Nature of No. of Equity Face value per Issue price per Form of Cumulative Details of Allottees
allotment allotment Shares allotted Equity Share Equity Share consideration number of
(₹) (₹) Equity Shares
21. Hapur Properties 10,000
22. Unati Steels Private Limited 10,000
23. Blithe Finance Private Limited 10,000
24. Unnati Over Private Limited 10,000
25. Luminous Estate Private Limited 10,000
26. Unnati Chits Fund Private Limited 10,000
27. Sat Kartar Consultants Private 10,000
Limited
28. Milap Travels Private Limited 10,000
29. Krishan Lal 2,500
30. Vikram Garga 2,500
31. Bhawna Garga 2,500
32. Anjali Garga 2,500
33. Ramesh Dass 2,500
34. Om Prakash Gupta 2,500
35. Mani Prabha Garga 2,500
36. Sandeep Kumar Goel 2,500
37. Praveen Kumar Goel 2,500
38. Devi Datt Sharma 2,500
39. Naresh Kumar 2,000
40. Rachna Goel 2,000
41. Savita Goel 2,000
42. Lokesh 2,000
43. Narender Prakash 2,500
44. Mrs. Harish 2,500
45. Som Dutt 2,500
46. Rakesh Mohan 2,500
47. Mohan Singh 2,500
48. Pramod Kumar Juneja 2,500
49. Sarla Rani 2,500
50. Pehlad 2,000
51. Mukh Ram 2,500
52. Mangal Singh 2,500
53. Brig. Kailash Chander Garga 2,500
9824
Date of Reason / Nature of No. of Equity Face value per Issue price per Form of Cumulative Details of Allottees
allotment allotment Shares allotted Equity Share Equity Share consideration number of
(₹) (₹) Equity Shares
54. Pawan Kumar Paliwal 2,500
55. Sunita Goel 2,000
56. Dharmendra Dutta 2,500
57. Darshna Jalan 3,000
March 30, 1993 Further Issue 4,25,000 10 10 Cash 6,73,070 1. V. S. Estates Private Limited 1,98,000
2. New Line Finance & Investment 85,000
Private Limited
3. Hillman Properties Private Limited 1,42,000
November 8, Further Issue 5,71,000 10 10 Cash 12,44,070 1. New Line Finance & Investment 1,13,000
1993 Private Limited
2. Hillman Properties Private Limited 58,000
3. Wonder Rock Finance & 2,00,000
Investment Private Limited
4. Intime Finance & Investment 2,00,000
Private Limited
March 31, Further issue 3,600 10 10 Cash 12,47,670 1. V. S. Estates Private Limited 600
1994* 2. Intime Finance & Investment 3,000
Private Limited
February 19, Further Issue 8,04,000 10 10 Cash 20,51,670 1. Intime Finance and Investment 3,00,000
1995 Private Limited
2. Hillman Properties Private Limited 3,05,000
3. V. S. Estates Private Limited 1,99,000
March 31, 2001 Preferential Issue 3,50,000 10 10 Cash 24,01,670 1. Dignity Investment Private Limited 1,00,000
2. Eye Watch Computers Private 50,000
Limited
3. Sahil Agencies Private Limited 1,50,000
4. Swek Hitech Engineers Private 50,000
Limited
August 2, 2006 Preferential Issue 72,00,000 10 10 Cash 96,01,670 1. Vinod Aggarwal 15,50,000
2. Sushil Aggarwal 13,60,000
3. Madhukar Aggarwal 9,85,000
4. Diwakar Aggarwal 9,65,000
5. BLS Detectives Limited 9,00,000
6. Fragrance Credit & Securities 4,40,000
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Date of Reason / Nature of No. of Equity Face value per Issue price per Form of Cumulative Details of Allottees
allotment allotment Shares allotted Equity Share Equity Share consideration number of
(₹) (₹) Equity Shares
Private Limited
7. B. L. & Sons Limited 10,00,000
May 28, 2025 Bonus issue in the 3,54,30,164 10 Nil N.A. 4,50,31,834 1. Vinod Aggarwal 57,26,880
ratio of 369 new 2. Sushil Aggarwal 50,25,780
equity shares for 3. Madhukar Aggarwal 36,42,030
every 100 Equity 4. Diwakar Aggarwal 56,94,039
Shares 5. Karan Aggarwal 35,26,658
6. Intime Finance & Investment 18,56,070
Private Limited
7. Fragrance Credit & Securities 16,23,600
Private Limited
8. V. S. Estates Private Limited 16,88,913
9. Kavita Aggarwal 12,91,500
10. Alka Aggarwal 12,91,500
11. Rachna Aggarwal 9,19,179
12. Wonder Rock Finance & 18,75,133
Investment Private Limited
13. New Line Finance & Investment 7,30,251
Private Limited
14. Archit Agarwal 1,29,150
15. Sudha Agarwal 92,250
16. Anil Agarwal HUF 36,900
17. Hillman Properties Private Limited 18,450
18. Darshna Jalan# 11,070
19. Sandeep Kumar Goel# 9,225
20. Praveen Kumar Goel# 9,225
21. Devi Datt Sharma# 9,225
22. Narender Prakash# 9,225
23. Mrs. Harish# 9,225
24. Som Dutt# 9,225
25. Rakesh Mohan# 9,225
26. Mohan Singh# 9,225
27. Pramod Kumar Juneja# 9,225
28. Sarla Rani# 9,225
10024
Date of Reason / Nature of No. of Equity Face value per Issue price per Form of Cumulative Details of Allottees
allotment allotment Shares allotted Equity Share Equity Share consideration number of
(₹) (₹) Equity Shares
29. Mukh Ram# 9,225
30. Mangal Singh# 9,225
31. Brig Kailash Chander Garga# 9,225
32. Pawan Kumar Paliwal# 9,225
33. Dharmendra Dutta# 9,225
34. Krishan Lal# 9,225
35. Vikram Garga# 9,225
36. Bhawna Garga# 9,225
37. Anjali Garga# 9,225
38. Ramesh Dass# 9,225
39. Om Prakash Gupta# 9,225
40. Mani Prabha Garga# 9,225
41. Naresh Kumar# 7,380
42. Rachna Goel# 7,380
43. Savita Goel# 7,380
44. Lokesh# 7,380
45. Pehlad# 7,380
46. Sunita Goel# 7,380
47. Blithe Finance Private Limited# 554
48. Hapur Properties# 443
49. Unnati Mercantile Private Limited# 406
50. Unati Steels Private Limited# 406
51. Unnati Over Private Limited# 406
52. Chandni Garments Private Limited# 369
53. Luminous Estate Private Limited# 258
54. Unnati Chits Fund Private Limited# 221
55. Milap Travels Private Limited# 148
56. Sat Kartar Consultants Private 111
Limited#
57. Puran Chand Sajjan# 37
58. Prassana Kumar# 37
59. Arun Tyagi# 37
60. Shiv Shankar# 37
61. Kishan# 37
10124
Date of Reason / Nature of No. of Equity Face value per Issue price per Form of Cumulative Details of Allottees
allotment allotment Shares allotted Equity Share Equity Share consideration number of
(₹) (₹) Equity Shares
62. Ishwar# 37
63. Raj Singh# 37
(1)Our Company was incorporated under the Companies Act, 1956 pursuant to a certificate of incorporation dated January 16, 1991 issued by the Registrar of Companies, Delhi and Haryana at New Delhi. The date of subscription
of the MoA by the Subscribers was December 26, 1990 and the Board vide its resolution dated January 25, 1991 took on record the issuance and allotment of 70 Equity Shares of face value of ₹ 10 each to subscribers to the MoA.
*Form filing for the allotment of equity shares are not traceable. Accordingly, disclosures in relation to these allotments have been made in reliance of (i) board and shareholders’ resolutions approving the issuance and allotment
of equity shares, as applicable, (ii) share allotments register, (iii) annual returns, (iv) financial statements of our Company; (v) affidavit from allottees and our Company and (iv) certificate dated August 5, 2025 from Himanshu S
K Gupta & Associates, Practicing Company Secretaries. Please also see “Risk Factors – Risk Factor 25 - Certain of our corporate records and filings made by us are either untraceable or incorrect. We cannot assure you that
legal proceedings or regulatory actions will not be initiated against us in the future, or that we will not be subject to any penalty imposed by the competent regulatory authority in relation to such discrepancies” on page 49.
#As on the date of this Draft Red Herring Prospectus, our Company has 63 Shareholders out of which 46 shareholders who hold 3,32,851 Equity Shares are currently not traceable or unresponsive. While our Company has made
multiple attempts, we have been unable to establish contact with the 46 Shareholders, as they are either untraceable or non-responsive. We have also published a public announcement dated July 24, 2025 in widely circulated
English and Hindi language newspapers, requesting the untraceable and unresponsive shareholders to contact the Company Secretary and Compliance Officer for undertaking necessary corporate actions. However, we have not
received any response from such shareholders, as on date of this Draft Red Herring Prospectus. In respect of the 46 Shareholders, we have credited 2,61,881 Equity Shares allotted on May 28, 2025 pursuant to the bonus issue to
a demat suspense account “BLS POLYMERS LIMITED-SUSPENSE ESCROW DEMAT ACCOUNT”. The Equity Shares credited to the demat suspense account shall be subject to lock-in for a period of six months from the date
of Allotment, as required under the SEBI ICDR Regulations. Please also see “Risk Factors – Risk Factor 49 - As on date of this Draft Red Herring Prospectus, 3,32,851 Equity Shares are held by 46 Shareholders of our Company
who are untraceable” on page 71.
10224
Except as disclosed in “Risk Factors – Risk Factor 25 - Certain of our corporate records and filings made
by us are either untraceable or incorrect. We cannot assure you that legal proceedings or regulatory actions
will not be initiated against us in the future, or that we will not be subject to any penalty imposed by the
competent regulatory authority in relation to such discrepancies” on page 49, our Company is in compliance
with the Companies Act, 2013 and Companies Act, 1956 with respect to issuance of Equity Shares since
inception till the date of filing of this Drat Red Herring Prospectus.
(b) Equity Shares issued for consideration other than cash or out of revaluation reserves
i. Our Company has not issued any Equity Shares out of revaluation of reserves since its incorporation.
ii. Except as disclosed below, our Company has not issued any Equity Shares for consideration other than
cash:
Date of Reason / Nature of No. of Equity Face value Issue price Benefit accrued
Allotment allotment Shares per Equity per Equity to our Company
Share (₹) Share (₹)
May 28, 2025 Bonus issue approved by 3,54,30,164 10 Nil N.A.
the Board of Directors in
their meeting held on
March 12, 2025 and the
Shareholders in their
meeting held on April 7,
2025 in the ratio of 369
new equity shares for
every 100 Equity Shares
held by the Shareholders
on March 12, 2025
For details in respect of the allottees, please refer to “Capital Structure - Notes to the Capital Structure - Equity Share capital history of our
Company” on page 96.
(c) Equity Shares allotted in terms of any schemes of arrangement
Our Company has not allotted any Equity Shares in terms of any scheme approved under Section 391-394
of the Companies Act, 1956 or Section 230-232 of the Companies Act, 2013.
(d) Equity Shares allotted at a price lower than the Issue Price in the last year
Except as disclosed in the chapter titled “Capital Structure - Notes to the Capital Structure - Equity Share
capital history of our Company” on page 96, our Company has not issued any Equity Shares at a price which
may be lower than the Issue Price, during a period of one year preceding the date of this Draft Red Herring
Prospectus.
2. As on the date of this Draft Red Herring Prospectus, our Company does not have any outstanding preference
shares.
(This page has been intentionally left blank)
10324
3. Shareholding Pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:
Shareholdin Number of
Number g as a % Number of Equity Shares
Number of Voting Rights held in each class
of Equity assuming Locked in pledged or
of securities
Shares full Equity Shares otherwise
Shareholding (IX)
Underlyi conversion (XII) encumbered
Numbe as a % of
Number Total ng of (XIII)
r of total number Number of
Number of of shares number of Number of voting rights Total as Outstand convertible Numbe As a Numbe As a
Number Partly of shares Equity Shares
Categor Category of fully paid up underlyin Equity Class eg: Clas Total a % of ing securities (as r (a) % of r (a) % of
of paid-up (calculated as held in
y* Shareholder Equity Shares g Shares held Equity Shares s eg: (A+B+ convertiba percentage total total
Sharehold Equity per SCRR, dematerialize
(I) (II) held Depositor (VII) Oth C) le of diluted Equit Equit
ers (III) Shares 1957) d form
(IV) y Receipts =(IV)+(V)+ ers securities Equity y y
held (VIII) As a (XIV)
(VI) (VI) (includin Share Share Share
(V) % of
g capital) s held s held
(A+B+C2)
Warrants (XI)= (b) (b)
) (VII)+(X) As
(X) a % of
(A+B+C2)
(A) Promoters and 14 4,43,70,683 - - 4,43,70,683 98.53 4,43,70,683 - 4,43,70,683 98.53 - 98.53 - - - - 4,43,70,683
Promoter
Group
(B) Public 49 6,61,151 - - 6,61,151 1.47 6,61,151 - 6,61,151 1.47 - 1.47 - - - - 3,28,300
(C) Non Promoter- - - - - - - - - - - - - - - - - -
Non Public
(C)(1) Shares - - - - - - - - - - - - - - - - -
underlying
DRs
(C)(2) Shares held by - - - - - - - - - - - - - - - - -
Employee
Trusts
Total (A)+(B)+(C) 63 4,50,31,834 - - 4,50,31,834 100.00 4,50,31,834 - 4,50,31,834 100.00 - 100.00 - - - - 4,46,98,983
*All Equity Shares mentioned in the above table are of face value of ₹ 10 each
1044. Major shareholders
The list of our major Shareholders and the number of Equity Shares held by them is provided below:
a) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our Company
as on the date of filing of this Draft Red Herring Prospectus are set forth below:
Number of Equity Shares % of the pre-
S. No. Name of the Shareholders of face value of ₹ 10 each Issue share
held capital
1. Vinod Aggarwal 72,78,880 16.16
2. Sushil Aggarwal 63,87,780 14.19
3. Madhukar Aggarwal 46,29,030 10.28
4. Diwakar Aggarwal 72,37,139 16.07
5. Karan Aggarwal 44,82,392 9.95
6. Intime Finance & Investment Private Limited 23,59,070 5.24
7. Fragrance Credit and Securities Private 20,63,600 4.58
Limited
8. V. S. Estates Private Limited 21,46,613 4.77
9. Kavita Aggarwal 16,41,500 3.65
10. Alka Aggarwal 16,41,500 3.65
11. Rachna Aggarwal 11,68,279 2.59
12. Wonder Rock Finance and Investment Private 23,83,299 5.29
Limited
13. New Line Finance & Investment Private 9,28,151 2.06
Limited
Total 4,43,47,233 98.48
b) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
ten days prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
Number of Equity Shares % of the pre-
S. No. Name of the Shareholders of face value of ₹ 10 each Issue share
held capital
1. Vinod Aggarwal 72,78,880 16.16
2. Sushil Aggarwal 63,87,780 14.19
3. Madhukar Aggarwal 46,29,030 10.28
4. Diwakar Aggarwal 72,37,139 16.07
5. Karan Aggarwal 44,82,392 9.95
6. Intime Finance & Investment Private Limited 23,59,070 5.24
7. Fragrance Credit and Securities Private 20,63,600 4.58
Limited
8. V. S. Estates Private Limited 21,46,613 4.77
9. Kavita Aggarwal 16,41,500 3.65
10. Alka Aggarwal 16,41,500 3.65
11. Rachna Aggarwal 11,68,279 2.59
12. Wonder Rock Finance and Investment Private 23,83,299 5.29
Limited
13. New Line Finance & Investment Private 9,28,151 2.06
Limited
Total 4,43,47,233 98.48
c) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
one year prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
Number of Equity
% of the pre-
Shares of face
S. No. Name of the Shareholders Issue share
value of ₹ 10 each
capital
held
1. Vinod Aggarwal 15,52,000 16.16
2. B. L. & Sons Limited 15,31,834 15.95
105Number of Equity
% of the pre-
Shares of face
S. No. Name of the Shareholders Issue share
value of ₹ 10 each
capital
held
3. Sushil Aggarwal 13,62,000 14.19
4. Madhukar Aggarwal 9,87,000 10.28
5. Diwakar Aggarwal 9,67,000 10.07
6. Wonder Rock Finance and Investment Private Limited 5,08,166 5.29
7. Intime Finance & Investment Private Limited 5,03,000 5.24
8. V. S. Estates Private Limited 4,57,700 4.77
9. Fragrance Credit & Securities Private Limited 4,40,000 4.58
10. Kavita Aggarwal 3,50,000 3.65
11. Alka Aggarwal 3,50,000 3.65
12. Rachna Aggarwal 2,49,100 2.59
13. New Line Finance & Investment Private Limited 1,97,900 2.06
Total 94,55,700 98.48
d) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
two years prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
Number of Equity
% of the pre-
Shares of face
S. No. Name of the Shareholders Issue share
value of ₹ 10 each
capital
held
1. Vinod Aggarwal 15,52,000 16.16
2. BL & Sons Limited 15,31,834 15.95
3. Sushil Aggarwal 13,62,000 14.19
4. Madhukar Aggarwal 9,87,000 10.28
5. Diwakar Aggarwal 9,67,000 10.07
6. Wonder Rock Finance and Investment Private Limited 5,08,166 5.29
7. Intime Finance & Investment Private Limited 5,03,000 5.24
8. V. S. Estates Private Limited 4,57,700 4.77
9. Fragrance Credit & Securities Private Limited 4,40,000 4.58
10. Kavita Aggarwal 3,50,000 3.65
11. Alka Aggarwal 3,50,000 3.65
12. Rachna Aggarwal 2,49,100 2.59
13. New Line Finance & Investment Private Limited 1,97,900 2.06
Total 94,55,700 98.48
5. Except for the issuance of Equity Shares pursuant to this Issue, there will be no further issue of Equity Shares
whether by way of a split or consolidation of the denomination of Equity Shares, or by way of further issue
of Equity Shares (including issue of securities convertible into or exchangeable, directly or indirectly, for
Equity Shares), whether on a preferential basis, or by way of issue of bonus Equity Shares, or through a rights
issue or further public issue of Equity Shares, or otherwise, until the Equity Shares have been listed on the
Stock Exchanges or all application moneys have been refunded to the Anchor Investors, or the application
moneys are unblocked in the ASBA Accounts on account of non-listing, under-subscription etc., as the case
may be.
6. Except for the Allotment of Equity Shares pursuant to this Issue, there is no proposal or intention or
negotiations or consideration by our Company to alter our capital structure by way of split or consolidation
of the denomination of the shares or issue of specified securities on a preferential basis or issue of bonus or
rights issue or further public offer of specified securities within a period of six-months from the Bid / Issue
Opening Date.
7. There are no outstanding options or stock appreciation rights or convertible securities, including any
outstanding warrants or rights to convert debentures, loans or other instruments convertible into our Equity
Shares as on the date of this Draft Red Herring Prospectus.
1068. As on the date of this Draft Red Herring Prospectus, our Company has a total of 63 (sixty-three)
Shareholders.
9. Details of Shareholding of our Promoters and members of the Promoter Group in the Company
(i) Equity Shareholding of the Promoters
As on the date of this Draft Red Herring Prospectus, our Promoters hold 3,00,15,221 Equity Shares of face
value of ₹ 10 each, equivalent to 66.65% of the issued, subscribed and paid-up Equity Share capital of our
Company, as set forth in the table below:
S. No. Name of the Shareholder Pre-Issue Equity Share Capital Post-Issue Equity Share
Capital*
No. of Equity Shares of % of total No. of Equity % of total
face value of ₹ 10 each Share-holding Shares of Share-holding
face value of
₹ 10 each
Promoters
1. Vinod Aggarwal 72,78,880 16.16 [●] [●]
2. Sushil Aggarwal 63,87,780 14.19 [●] [●]
3. Madhukar Aggarwal 46,29,030 10.28 [●] [●]
4. Diwakar Aggarwal 72,37,139 16.07 [●] [●]
5. Karan Aggarwal 44,82,392 9.95 [●] [●]
Total 3,00,15,221 66.65 [●] [●]
*Post-Issue Shareholding to be updated at the Prospectus stage to the extent not determinable at this stage.
(ii) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red Herring
Prospectus.
(iii) Build-up of the Promoters’ shareholding in our Company
The build-up of the Equity shareholding of our Promoters since the incorporation of our Company is set forth in
the table below:
Date of Details of No. of Equity Face value Issue price/ Form of Percentage Percentage
allotment/ allotment/ Shares of face per Equity transfer consideratio of pre-Issue of post-
transfer/ transfer value of ₹ 10 Share (₹) price per n Equity Share Issue Equity
transmission each Equity Share capital Share
(₹) capital*
Vinod Aggarwal
December 28, Further Issue 2,000 10 10 Cash Negligible [•]
1991*
August 2, 2006 Preferential 15,50,000 10 10 Cash 3.44 [•]
Issue
May 28, 2025 Bonus Issue 57,26,880 10 Nil N.A. 12.72 [•]
Total 72,78,880 16.16 [•]
Sushil Aggarwal
December 28, Further Issue 2,000 10 10 Cash Negligible [•]
1991*
August 2, 2006 Preferential 13,60,000 10 10 Cash 3.02 [•]
Issue
May 28, 2025 Bonus Issue 50,25,780 10 Nil N.A. 11.16
Total 63,87,780 14.19 [•]
Madhukar Aggarwal
December 28, Further Issue 2,000 10 10 Cash Negligible [•]
107Date of Details of No. of Equity Face value Issue price/ Form of Percentage Percentage
allotment/ allotment/ Shares of face per Equity transfer consideratio of pre-Issue of post-
transfer/ transfer value of ₹ 10 Share (₹) price per n Equity Share Issue Equity
transmission each Equity Share capital Share
(₹) capital*
1991*
August 2, 2006 Preferential 9,85,000 10 10 Cash 2.19 [•]
Issue
May 28, 2025 Bonus Issue 36,42,030 10 Nil N.A. 8.09
Total 46,29,030 10.28 [•]
Diwakar Aggarwal
December 28, Further Issue 2,000 10 10 Cash Negligible [•]
1991*
August 2, 2006 Preferential 9,65,000 10 10 Cash 2.14 [•]
Issue
January 1, Transfer from 5,76,100 10 70 Cash 1.28 [•]
2025 B. L. & Sons
Limited
May 28, 2025 Bonus Issue 56,94,039 10 Nil N.A. 12.64
Total 72,37,139 16.07 [•]
Karan Aggarwal
January 10, Transfer from 9,55,734 10 70 Cash 2.12 [•]
2025 B. L. & Sons
Limited
May 28, 2025 Bonus Issue 35,26,658 10 Nil N.A. 7.83
Total 44,82,392 9.95 [•]
Grand Total 3,00,15,221 66.65
*Form filing for the allotment of equity shares are not traceable. Accordingly, disclosures in relation to these allotments have been made in
reliance of (i) board and shareholders’ resolutions approving the issuance and allotment of equity shares, as applicable, (ii) share allotments
register, (iii) annual returns, (iv) financial statements of our Company; (v) affidavit from allottees and our Company and (iv) certificate dated
August 5, 2025 from Himanshu S K Gupta & Associates, Practicing Company Secretaries. Please also see “Risk Factors – Risk Factor 25 -
Certain of our corporate records and filings made by us are either untraceable or incorrect. We cannot assure you that legal proceedings or
regulatory actions will not be initiated against us in the future, or that we will not be subject to any penalty imposed by the competent regulatory
authority in relation to such discrepancies” on page 49.
(iv) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment or
acquisition, as applicable, of such Equity Shares.
(v) As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are
pledged.
(vi) Equity Shareholding of the Promoters and Promoter Group
As on the date of this Draft Red Herring Prospectus, equity shareholding of our Promoters and members of
our Promoter Group has been provided below:
S. No. Name of the Shareholder Pre-Issue Equity Share Post-Issue Equity Share
Capital Capital*
No. of Equity % of total No. of Equity % of total
Shares of face Share-holding Shares of face Share-holding
value of ₹ 10 value of ₹ 10
each each
Promoters
1. Vinod Aggarwal 72,78,880 16.16 [●] [●]
2. Sushil Aggarwal 63,87,780 14.19 [●] [●]
3. Madhukar Aggarwal 46,29,030 10.28 [●] [●]
4. Diwakar Aggarwal 72,37,139 16.07 [●] [●]
108S. No. Name of the Shareholder Pre-Issue Equity Share Post-Issue Equity Share
Capital Capital*
No. of Equity % of total No. of Equity % of total
Shares of face Share-holding Shares of face Share-holding
value of ₹ 10 value of ₹ 10
each each
5. Karan Aggarwal 44,82,392 9.95 [●] [●]
Total (A) 3,00,15,221 66.65 [●] [●]
Promoter Group
6. Intime Finance & Investment Private 23,59,070 5.24 [●] [●]
Limited
7. Fragrance Credit and Securities 20,63,600 4.58 [●] [●]
Private Limited
8. V. S. Estates Private Limited 21,46,613 4.77 [●] [●]
9. Kavita Aggarwal 16,41,500 3.65 [●] [●]
10. Alka Aggarwal 16,41,500 3.65 [●] [●]
11. Rachna Aggarwal 11,68,279 2.59 [●] [●]
12. Wonder Rock Finance and 23,83,299 5.29 [●] [●]
Investment Private Limited
13. New Line Finance & Investment 9,28,151 2.06 [●] [●]
Private Limited
14. Hillman Properties Private Limited 23,450 0.05 [●] [●]
Total (B) 1,43,55,462 31.88 [●] [●]
Total ((A)+(B)) 4,43,70,683 98.53 [●] [●]
*Post-Issue Shareholding to be updated at the Prospectus stage to the extent not determinable at this stage.
(vii) Except as disclosed in “– Build-up of the Promoters’ shareholding in our Company” on page 107, none of
the members of the Promoter Group, the Promoters, the Directors of our Company, nor any of their respective
relatives, as applicable, have purchased or sold any securities of our Company during the period of six-
months immediately preceding the date of this Draft Red Herring Prospectus.
(viii) There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors, or their relatives have financed the purchase by any other person of securities of our Company
during a period of six-months immediately preceding the date of this Draft Red Herring Prospectus.
10. Secondary transactions
Except as disclosed below, there has been no acquisition of Equity Shares through secondary transactions
by our Promoters and Promoter Group:
Date of Number Details of Details of Face Transfer Nature of Percentag Percentag
transfer of Equity transfero transferee value per price per considera e of pre- e of the
of Equity Shares r (s) (s) Equity Equity tion Issue post-issue
Shares transferre Share Share Equity Equity
d Share Share
capital capital
(%) (%)
June 10, 100 New Line V. S. 10 10 Cash 0.00 [●]
1994 Finance & Estates
Investmen Private
t Private Limited
Limited
July 07, 1,50,000 Hillman Arun 10 10 Cash 0.33 [●]
2008 Properties Finvest
Private Pvt Ltd
Limited
1,00,000 Hillman Polo 10 10 Cash 0.22 [●]
Properties Leasing &
Private Finance
Limited Pvt Ltd
May 18, 2,50,000 Hillman Suma 10 10 Cash 0.56 [●]
2009 Properties Finance
Private and
Limited
109Date of Number Details of Details of Face Transfer Nature of Percentag Percentag
transfer of Equity transfero transferee value per price per considera e of pre- e of the
of Equity Shares r (s) (s) Equity Equity tion Issue post-issue
Shares transferre Share Share Equity Equity
d Share Share
capital capital
(%) (%)
Investmen
t Ltd.
August 22, 1,00,000 Dignity Kavita 10 18 Cash 0.22 [●]
2017 Investmen Aggarwal
t Private
Limited
50,000 Eye Kavita 10 18 Cash 0.11 [●]
Watch Aggarwal
Computer
s Private
Limited
1,50,000 Sahil Kavita 10 18 Cash 0.33 [●]
Agencies Aggarwal
Private
Limited
50,000 Swek Kavita 10 18 Cash 0.11 [●]
Hitech Aggarwal
Engineers
Private
Limited
1,00,000 Polo Alka 10 18 Cash 0.22 [●]
Leasing Aggarwal
and
Finance
Private
Limited
2,50,000 Suma Alka 10 18 Cash 0.56 [●]
Finance Aggarwal
and
Investmen
t Limited
9,900 Chandni Rachna 10 18 Cash 0.02 [●]
Garments Aggarwal
Private
Limited
9,890 Unnati Rachna 10 18 Cash 0.02 [●]
Mercantile Aggarwal
Private
Limited
9,880 Hapur Rachna 10 18 Cash 0.02 [●]
Properties Aggarwal
9,890 Unati Rachna 10 18 Cash 0.02 [●]
Steels Aggarwal
Private
Limited
9,850 Blithe Rachna 10 18 Cash 0.02 [●]
Finance Aggarwal
Private
Limited
9,890 Unnati Rachna 10 18 Cash 0.02 [●]
Over Aggarwal
Private
Limited
9,930 Luminous Rachna 10 18 Cash 0.02 [●]
Estate Aggarwal
Private
Limited
110Date of Number Details of Details of Face Transfer Nature of Percentag Percentag
transfer of Equity transfero transferee value per price per considera e of pre- e of the
of Equity Shares r (s) (s) Equity Equity tion Issue post-issue
Shares transferre Share Share Equity Equity
d Share Share
capital capital
(%) (%)
9,940 Unnati Rachna 10 18 Cash 0.02 [●]
Chits Aggarwal
Fund
Private
Limited
9,970 Sat Kartar Rachna 10 18 Cash 0.02 [●]
Consultant Aggarwal
s Private
Limited
9,960 Milap Rachna 10 18 Cash 0.02 [●]
Travels Aggarwal
Private
Limited
1,50,000 Arun Rachna 10 18 Cash 0.33 [●]
Finvest Aggarwal
Private
Limited
March 30, 9,00,000 BLS B. L. & 10 32.45 Cash 2.00 [●]
2021 Internatio Sons
nal Limited
Services
Limited
March 8, 60,000 B. L. & V. S. 10 32.45 Cash 0.13 [●]
2022 Sons Estates
Limited Private
Limited
3,08,166 B. L. & Wonder 10 32.45 Cash 0.68 [●]
Sons Rock
Limited Finance &
Investmen
t Private
Limited
January 1, 5,76,100 B. L. & Diwakar 10 70 Cash 1.28 [●]
2025 Sons Aggarwal
Limited
January 9,55,734 B. L. & Karan 10 70 Cash 2.12 [●]
10, 2025 Sons Aggarwal
Limited
11. Details of lock-in of Equity Shares
(i) Details of Promoters’ contribution locked in for three years
Pursuant to Regulations 14 and 16(1) of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted
post-Issue Equity Share capital of our Company held by the Promoters shall be locked in for a period of
three years as minimum promoters’ contribution from the date of Allotment (“Promoters’ Contribution”),
and the Promoters’ shareholding in excess of 20% of the fully diluted post-Issue Equity Share capital shall
be locked in for a period of one year from the date of Allotment.
Details of the Equity Shares to be locked-in for three years from the date of Allotment as Promoters’
Contribution are set forth in the table below:
111Name of the Date of Nature of No. of Face Issue/ No. of Percentage Date up to
Promoters allotme transaction Equity Value acquisition Equity of the post- which the
nt of Shares of (₹) price per Shares Issue paid- Equity
the face Equity locked-in up capital Shares are
Equity value of ₹ Share (%)** subject to
Shares* 10 each (₹) lock-in
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●]
* All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the case may be, of such Equity
Shares.
** Subject to finalisation of Basis of Allotment.
Note: The above details shall be filled in the Prospectus before filing with the RoC.
Our Promoters have consented to include such number of Equity Shares held by it as may constitute 20% of
the fully diluted post-Issue Equity Share capital of our Company as Promoters’ Contribution. Our Promoters
have agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber, in any manner, the
Promoters’ Contribution from the date of filing this Draft Red Herring Prospectus, until the expiry of the
lock-in period specified above, or for such other time as required under SEBI ICDR Regulations, except as
may be permitted in accordance with the SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible
for computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In
this connection, we confirm the following:
1. The Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired in the three
immediately preceding years (a) for consideration other than cash involving revaluation of assets or
capitalisation of intangible assets; or (b) resulting from a bonus issue of Equity Shares out of revaluation
reserves or unrealised profits of our Company or from a bonus issuance of Equity Shares against Equity
Shares, which are otherwise ineligible for computation of Promoters’ Contribution;
2. The Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being issued to the
public in the Issue;
3. Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company in the preceding one year and hence, no Equity Shares have been issued
in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to
conversion from a partnership firm or a limited liability partnership firm; and
4. The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge or any other
encumbrance.
(ii) Details of Equity Shares locked-in for six months
Pursuant to Regulation 17 of the SEBI ICDR Regulations, the entire pre-Issue capital of our Company
(excluding those Equity Shares of face value ₹ 10 each held by our Promoters in excess of the Minimum
Promoter’s Contribution) shall be locked-in for a period of six months from the date of Allotment, except
for (i) any Equity Shares held by the eligible employees (whether currently employees or not) of our
Company which have been allotted to them under an employee stock option scheme, prior to the Offer,
except as required under applicable law, (ii) any Equity Shares held by a VCF or Category I AIF or Category
II AIF or FVCI, as applicable, provided that such Equity Shares shall be locked in for a period of at least six
months from the date of purchase by such shareholders, and (iii) as otherwise permitted under the SEBI
ICDR Regulations.
(iii) Lock-in of Equity Shares Allotted to Anchor Investors
50% of the Equity Shares allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for
a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares shall be locked
in for a period of 30 days from the date of Allotment.
(iv) Other requirements in respect of lock-in
112(i) As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the
details of the Equity Shares locked-in are recorded by the relevant Depository.
(ii) Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters which
are locked-in, as mentioned above, may be pledged as collateral security for a loan with a scheduled
commercial bank, a public financial institution, Systemically Important Non-Banking Financial
Company or a deposit accepting housing finance company, subject to the following:
(a) With respect to the Equity Shares locked-in for six months from the date of Allotment, such pledge
of the Equity Shares must be one of the terms of the sanction of the loan; and
(b) With respect to the Equity Shares locked-in as Promoters’ Contribution for thirty six (36) months
from the date of Allotment, the loan must have been granted to our Company for the purpose of
financing one or more of the objects of the Issue, and such pledge of the Equity Shares must be
one of the terms of the sanction of the loan, which is not applicable in the context of this Issue.
However, the relevant lock-in period shall continue post the invocation of the pledge referenced above,
and the relevant transferee shall not be eligible to transfer to the Equity Shares till the relevant lock-in
period has expired in terms of the SEBI ICDR Regulations.
(iii) In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and
locked-in in terms of Regulation 16 of the ICDR Regulations, may be transferred to any member of our
Promoter Group or a new promoter, subject to continuation of lock-in applicable with the transferee
for the remaining period and compliance with provisions of the Takeover Regulations.
(iv) Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other
than our Promoters prior to the Issue and locked-in for a period of six months, may be transferred to
any other person holding Equity Shares which are locked in along with the Equity Shares proposed to
be transferred, subject to the continuation of the lock in with the transferee and compliance with the
provisions of the Takeover Regulations.
12. Our Company, our Promoters, our Directors and the BRLM have not entered into buyback arrangements and
/ or any other similar arrangements for the purchase of Equity Shares being issued through the Issue.
13. All Equity Shares are fully paid-up as on the date of this Draft Red Herring Prospectus.
14. As on the date of this Draft Red Herring Prospectus, the BRLM and its associates (determined as per the
definition of ‘associate company’ under the Companies Act, 2013 and as per definition of the term ‘associate’
under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any
Equity Shares of our Company. The BRLM and its affiliates may engage in the transactions with and perform
services for our Company in the ordinary course of business or may in the future engage in commercial
banking and investment banking transactions with our Company for which they may in the future receive
customary compensation.
15. The BRLM, and any person related to the BRLM or the Syndicate Members, cannot apply in the Issue under
the Anchor Investor Portion, except for Mutual Funds sponsored by entities which are associates of the
BRLM, or insurance companies promoted by entities which are associates of the BRLM, or AIFs sponsored
by entities which are associates of the BRLM, or an FPI (other than individuals, corporate bodies and family
offices) sponsored by entities which are associates of the BRLM or pension funds sponsored by entities which
are associates of the BRLM.
16. We confirm that neither our Promoters nor any shareholder of the Company is directly/indirectly related with
Book Running Lead Manager and its associates.
17. Except as stated below, none of our Directors or Key Managerial Personnel or Senior Management hold any
Equity Shares in our Company:
S. No. Name of the Shareholder Pre-Issue Equity Share Capital
No. of Equity Shares of face value of % of total Share-
₹ 10 each holding
1. Vinod Aggarwal 72,78,880 16.16
2. Karan Aggarwal 44,82,392 9.95
11318. No person connected with the Issue, including, but not limited to, our Company, the members of the
Syndicate, our Promoters, the members of our Promoter Group or our Directors, shall offer any incentive,
whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for
making a Bid, except for fees or commission for services rendered in relation to the Issue.
19. As on date of this Draft Red Herring Prospectus, neither our Promoters nor the members of our Promoter
Group will participate in the Issue.
20. Our Company has not made any public issue or rights issue of any kind or class of securities, under the ambit
of SEBI ICDR Regulations, since its incorporation.
21. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of
filing of this Draft Red Herring Prospectus and the date of closing of the Issue shall be reported to the Stock
Exchanges within 24 hours of such transactions.
22. Our Promoters and members of our Promoter Group will not receive any proceeds from the Issue.
23. All Equity Shares issued pursuant to the Issue will be fully paid-up at the time of Allotment and there are no
partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus.
24. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless
otherwise permitted by law.
25. There are no outstanding convertible securities or any warrants, options or rights to convert debentures, loans
or other instruments into, or which would entitle any person any option to receive Equity Shares of our
Company, as on the date of this Draft Red Herring Prospectus.
26. As on date of this Draft Red Herring Prospectus, our Company does not have an employee stock option
scheme/employee stock appreciation right scheme and has not issued any Equity Shares under any employee
stock option scheme/employee stock appreciation right scheme.
27. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.
28. Any oversubscription to the extent of 1% of the Issue size can be retained for the purposes of rounding off to
the nearest multiple of minimum allotment lot while finalizing the Basis of Allotment.
114SECTION V – PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
Our Company proposes to utilize the Net Proceeds from the Issue towards funding the following objects:
1. Financing the capital expenditure requirement towards expansion of our existing manufacturing facility
at Goa (“Manufacturing Facility”) by increasing the manufacturing capacity of certain of our existing
products;
2. Funding working capital requirements of our Company; and
3. General Corporate Purposes.
(collectively, referred to herein as the “Objects”)
In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges
and enhancement of our Company’s brand name amongst our existing and potential customers and creation of
a public market for our Equity Shares in India.
The main objects clause and objects incidental and ancillary to the main objects clause as set out in the
Memorandum of Association enables our Company to undertake the activities for which funds are proposed to
be raised by our Company through this Issue.
Net Proceeds
The details of the proceeds from the Issue are summarized in the following table:
(₹ in lakhs)
Particulars Estimated Amount(1)
Gross proceeds of the Issue [●]
(less) Issue Expenses(2) [●]
Net Proceeds of the Issue [●]
(1)To be finalized upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(2)For details, please see “Issue related expenses” on page 127 of this Draft Red Herring Prospectus
Requirement of Funds and Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilised and deployed in accordance with the estimated schedule of
implementation and deployment of Net Proceeds as specified below:
(₹ in lakhs)
Particulars Amount(1)
Financing the capital expenditure requirement towards expansion of our Manufacturing Facility by 6,984.32
increasing the manufacturing capacity of certain of our existing products
Funding working capital requirements of our Company 7,500.00
General Corporate Purposes(1) [●]
Net Proceeds(1) [●]
(1)To be finalised upon determination of the Issue Price and updated in the Prospectus prior to the filing of the Prospectus with
the RoC. The amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
Proposed Schedule of implementation and deployment of Net Proceeds
Our Company propose to deploy the Net Proceeds for the Objects in accordance with the estimated schedule of
implementation and deployment of funds as set forth in the table below:
(₹ in lakhs)
Sr. Particulars Total Amount Estimated Estimated Utilisation of Net
No. estimated deployed amount to be Proceeds
cost till June 30, funded from Fiscal 2026 Fiscal 2027
2025 Net
Proceeds(1)
1. Financing the capital 6,984.32 - 6,984.32 2,000.00 4,984.32
expenditure requirement
towards expansion of our
115Sr. Particulars Total Amount Estimated Estimated Utilisation of Net
No. estimated deployed amount to be Proceeds
cost till June 30, funded from
Fiscal 2026 Fiscal 2027
2025 Net
Proceeds(1)
Manufacturing Facility by
increasing the
manufacturing capacity of
certain of our existing
products
2. Funding working capital 7,500.00 - 7,500.00 2,700.00 4,800.00
requirements of our
Company
3. General Corporate [•] - [•] [•] -
Purposes(1)
Total [•] [•] [•] [•] [•]
(1)To be finalised upon determination of the Issue Price and updated in the Prospectus prior to the filing of the Prospectus with the RoC. The
amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
In the event of the estimated utilisation of the Net Proceeds are not completely utilised for the Objects during the
respective periods stated above due to factors including but not limited to (i) global or domestic economic or
business conditions; (ii) timely completion of the Issue; (iii) market conditions beyond the control of our Company;
(iv) rapid change in technology; and (v) any other commercial considerations, the balance Net Proceeds shall be
utilised (in part or full) in subsequent periods as may be determined by the Board of Directors of our Company, in
accordance with applicable laws. In the event of any increase in the actual utilization of funds earmarked and
allocated for the purposes set forth above, such additional funds for that particular activity will be met by way of
means available to us, including from internal accruals and any additional equity and/or debt arrangements.
Further, if the actual utilisation towards any of the Objects, as set out above, is lower than the proposed deployment,
such balance will be used towards general corporate purposes, provided that the total amount to be utilised towards
general corporate purposes will not exceed 25% of the Gross Proceeds, in accordance with the Regulation 7(2) of
the SEBI ICDR Regulations. In case of a shortfall in raising requisite capital from the Net Proceeds towards
meeting the Objects, we may explore a range of options including utilizing our internal accruals, any additional
equity or debt arrangements or both. We believe that such alternate arrangements would be available with our
Company to fund any such shortfalls. For further details, please see section titled “Risk Factors– Risk Factor 21 -
Our proposed capacity expansion plans are subject to the risk of unanticipated delays in implementation and cost
overruns” on page 49.
The above-stated fund requirements, deployment of the funds and the intended use of the Net Proceeds as
described in this section are based on current business plan, management estimates, market conditions, other
external commercial and technical factors, and also based on quotations obtained from certain vendors, which are
subject to change in the future. However, such fund requirements and deployment of funds have not been
appraised by any bank, financial institution or any other independent agency. Our Company’s historical capital
and operational expenditure may not be reflective of our future capital expenditure plans. We may have to revise
our funding requirements and deployment on account of a variety of factors such as our financial and market
condition, revision in quotations at the time of actual expenditure, our business and growth strategies, competitive
landscape, general factors affecting our results of operations, financial condition and access to capital and other
external factors such as changes in the business environment or regulatory climate and interest or exchange rate
fluctuations, which may not be within the control of our management. This may entail rescheduling the proposed
utilisation of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion
of our management, subject to compliance with applicable law. See “Risk Factors – Risk Factor 18 - Any variation
in the utilization of the Net Proceeds shall be subject to certain compliance requirements, including prior approval
of the shareholders of our Company” on page 46.
Means of finance
Our Company proposes to fund the entire requirements of the Objects from the Net Proceeds. Accordingly, our
Company confirms that the requirements under Regulation 7(1)(e) of the SEBI ICDR Regulations to make firm
arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding
the amount to be raised from the Issue, are not applicable to this Issue. Subject to applicable laws, in case of a
shortfall in raising of the Net Proceeds or any increase in the actual utilisation of funds earmarked for the Objects,
our Company may explore a range of options including utilizing our internal accruals or availing debt.
116Details of the Objects
1. Financing the capital expenditure requirement towards expansion of our Manufacturing Facility by
increasing the manufacturing capacity of certain of our existing products
We are a manufacturer of multiple grades of custom formulated polymer compounds, catering to diversified
critical industries such as telecommunication, power, railways, water, oil and gas distribution, among others.
Polymer compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and
cables used in power, telecommunication and railway industries as well as coating of underground oil, gas and
water pipelines, in order to provide a protective infrastructure from corrosion and external environmental
factors. (Source: CRISIL Report) Our product portfolio includes products such as, polyethylene compounds
(“HDPE”), medium-density polyethylene compounds (“MDPE”) and linear low-density polyethylene
compounds (“LLDPE”), cross-linked polyethylene compounds (“XLPE”), halogen free flame retardant
compounds (“HFFR”), polyvinyl chloride compounds (“PVC”), cable filling compounds (“CFC”) and
adhesive coating compounds. HDPE and adhesive coating compounds are key layers of 3LPE (three layer
polyethylene) system (“3LPE Coating” i.e. Pipe Coating) used for coating of oil, gas and water distribution
pipelines. 3LPE Coating is an effective solution for protecting high-capital-intensive pipelines from corrosion,
chemicals and moisture, thereby ensuring long-term durability. (Source: CRISIL Report) For further details,
please refer to the chapter titled “Our Business - Description of our Business - Our Products” on page 215 of
this Draft Red Herring Prospectus. We manufacture all of our products in our Manufacturing Facility at Goa,
which is equipped with eleven machines dedicated for each of our products.
During the Fiscals 2025, 2024 and 2023, below are the details of our overall capacity utilization in our
Manufacturing Facility:-
Product Fiscal 2025 Fiscal 2024 Fiscal 2023
Segmen Installed Productio Capacity Installed Productio Capacity Installed Productio Capacity
t Capacit n (MTPA) Utilizatio Capacit n (MTPA) Utilizatio Capacit n (MTPA) Utilizatio
y n (%) y n (%) y n (%)
(MTPA) (MTPA) (MTPA)
PE 24,511 18,831 76.83% 24,511 18,411 75.11% 24,511 19,964 81.45%
(HDPE/
MDPE/
LLDPE /
HFFR /
VFC/
MB/ PP)
XLPE 5,783 4,636 80.17% 5,783 4,319 74.68% 5,783 2,648 45.79%
PVC* 4,957 463 9.34% 4,957 613 12.37% 4,957 1,119 22.57%
Total 35,251 23,930 67.88% 35,251 23,343 66.22% 35,251 23,731 67.32%
*Our Company is in the process of fazing out the manufacturing of PVC and hence, installed capacity utilization has been
reducing since FY2023.
As certified by V M Shanbhag, Independent Chartered Engineer vide his certificate dated July 22, 2025.
Notes:
(1) The maximum aggregate production capacity sanctioned by the Goa State Pollution Control Board pursuant to the consent
to establish dated May 16, 2001 and consent to operate dated November 30, 2023 and April 1, 2024, is 38,400 MTPA.
However, as March 31, 2025, the total installed capacity of the machinery at our manufacturing facility is 35,251 MTPA.
(2) Estimated based on plant running 300 days in a year, in 3 shifts of 8 hours each in a day.
The capacity utilization of PE and XLPE compounds in our Manufacturing Facility stood at 76.83% and
80.17%, respectively, in Fiscal 2025. These levels of utilization indicate optimal utilisation of our current
installed capacities. Additionally, we have recently entered into a service agreement with a marketing and
distribution company in UAE for obtaining advisory and support services for selling certain of our products in
Egypt, United Arab Emirates, Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. Upon receipt of orders pursuant
to such arrangement, our Company shall require sufficient capacity to execute such orders within the specified
time period. Considering the demand in the international markets and the nearly utilised capacity of the
aforementioned products, we propose to expand the manufacturing capacity of PE and XLPE compounds by
27,265 MTPA and 22,858 MTPA, respectively. We intend to utilise a portion of the Net Proceeds from the
Issue towards financing the capital expenditure for increasing the manufacturing capacity of PE and XLPE in
our Manufacturing Facility (“Proposed Expansion”). This expansion will enable us to improve production
efficiency, meet growing customer requirements, and capitalize on future growth opportunities in both
117domestic and international markets. For details in respect of the existing installed and utilised capacity of our
Manufacturing Facility, please see “Our Business – Capacity” on page 227 of this Draft Red Herring
Prospectus.
Details of expansion of Manufacturing Facility
To cater to the growing demand of our products and to increase our footprints in the international market, we
propose to increase our existing capacity as follows:
S. No. Product Existing capacity Proposed Proposed
as at March 31, additional Capacity
2025 capacity (In MTPA)
(In MTPA) (In MTPA)
1. PE (HDPE/ MDPE/ LLDPE/ 24,511 27,265 51,776
HFFR/ CFC/ MB/ PP)
2. XLPE 5,783 22,858 28,641
Total 30,294 50,123 80,417
Estimated Cost
Our Board pursuant to their resolution dated August 6, 2025, has approved and taken note that an aggregate
amount of ₹ 6,984.32 lakhs is proposed to be funded from the Net Proceeds for funding capital expenditure
towards expansion of the Manufacturing Facility. The total estimated cost of expansion of the Manufacturing
Facility is ₹ 6,984.32 lakhs, as estimated (i) by our management, (ii) valid quotations received; and (iii)
certificate dated July 22, 2025 received from V M Shanbhag, Independent Chartered Engineer (“Expansion
Certificate”). Such capital expenditure proposed to be funded from the Net Proceeds have been provided
below:
S. No. Particulars Estimated Cost (₹ in lakhs)
1. Civil works and other utilities 3,950.00
2. Plant and machinery 3,034.32
Total cost 6,984.32
As per the Expansion certificate issued by V M Shanbhag, Independent Chartered Engineer.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds, for the Proposed
Expansion, as described hereinabove, are based on our current business plan, management estimates, current and
valid quotations from suppliers, and other commercial and technical factors. However, such total estimated cost
and related fund requirements have not been appraised by any bank or financial institution. 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 and interest or exchange rate fluctuations and other external factors,
which may not be within the control of our management. This may entail rescheduling or revising the planned
expenditure and funding requirements, including the expenditure for a particular purpose at the discretion of our
management. See “Risk Factors – Risk Factor 18 - Any variation in the utilization of the Net Proceeds shall be
subject to certain compliance requirements, including prior approval of the shareholders of our Company” on
page 46.
A detailed break-up of the estimated cost of establishing the proposed project is set forth below:
Land
We propose to undertake the capital expenditure at our current Manufacturing Facility, which is spread across an
aggregate parcel of land admeasuring about 24,220 sq. mt., of which the total constructed area admeasures about
9,637.22 sq. mt. We intend to undertake the proposed expansion on the unutilised land admeasuring approximately
about 5,748 sq. mt. in our Manufacturing Facility. Accordingly, the Net Proceeds shall not be utilised towards
acquisition of land for the Proposed Expansion.
Civil works and other utilities
118As part of the Proposed Expansion, our Company proposes to appoint a third-party vendor to undertake civil and
structural construction, electrical and instrumentation, piping and mechanical work and engineering and
constructions management services. The total estimated cost for construction of building, civil works and utilities
is ₹ 3,950.00 lakhs, as per the Expansion Certificate obtained from V M Shanbhag, Independent Chartered
Engineer, which is proposed to be paid entirely out of the Net Proceeds. The break-up for estimated cost of the
building, civil works and utilities, as per the Expansion Certificate, is as follows:
Sr. No. Description of Equipment Total Cost* Name of the Date and Validity of
(in ₹ lakhs) Vendor reference Quotations
number of the
Quotation
1. Piping 158.32 PAN GULF Date: July 10, January 9. 2026
2. Mechanical 175.51 Technologies 2025
3. Electrical & Instrumentation 887.75 Private Limited
4. Civil & Structure 2,124.10 Reference
5. Engineering & Constructions 234.20 number:
Management Services 90050/PC
6. Contingency 370.12
Total 3,950.00
*Exclusive of Applicable Taxes
Machinery and equipment
An indicative list of such plant and machinery that we intend to purchase, along with the details of the quotations
we have received in this respect is set forth below:
(The remainder of the page has been intentionally left blank)
119Sr. No. Particulars Quantity Total Estimated Name of the Supplier/ Vendor Reference number Validity of Quotation
Cost (Rs. Lakhs) and Date of quotation
1 PE Compounding Machine 03 1,987.22 Coperion (Nanjing) Machinery Co., NIS03782 Rev.00 October 16, 2025
Ltd, China
(Twin Screw Extruder STS96 which July 17, 2025
consist of AC Main Drive Unit, Safety
Clutch, Reducing and Distribution
gearbox, Processing Section,
Manifold/Cooling Water for intensive
cooling of STS barrels, Water cooling
Unit, Compact Vacuum unit STS 96,
Water ring Palletizing System,
Vibratory Screen, Siemens PLC
Control Panel, Tools, Spare Parts etc)
2 XLPE Compounding Machine 01 458.46 Changzhou Jwell Chemical CJWLGY-20241209- December 28, 2025
Machinery Co.,Ltd, China 02 Rev3
(Twin Screw Extruder, manual
Dumping Station, Powder/Granules June 29, 2025
Vacuum Loader, Powder/Granules
refill silo for LIW feeders, Double
Screw LIW feeder, Liquid LIW Feeder,
Main Motor, Twin Screw Extruder
Gearbox, Shaft of Extruder, Barrels,
Cooling Water Manifold, Extruder
Base Frame, Barrel Water Cooling
Unit, Vacuum Degassing System,
Screen Changer Melt Pump,
Underwater Cutting System, Vibrator
Sieve, Final product Conveying
Systems, Drying and Humidifier Unit,
Metal Separator , Automatic Packing
Machine Siemens PLC Control
Systems)
3 XLPE Compounding Machine 01 588.64 Changzhou Jwell Chemical CJWLGY-20250612- December 11, 2025
Machinery Co.,Ltd, China 01 Rev0
(Twin Screw Extruder, Vetical Drying
Storage Hopper, Manual Dumping June 12, 2025
Station, Powder/Granules Vacuum
Loader, Powder/Granules refill silo for
LIW feeders, Double Screw LIW
feeder, Vacuum Loader, Powder/
Granules refill Silo for LIW Feeders,
Double Screw LIW feeder, Liquid
120Sr. No. Particulars Quantity Total Estimated Name of the Supplier/ Vendor Reference number Validity of Quotation
Cost (Rs. Lakhs) and Date of quotation
LIW Feeder, Powder Refill Silo, Twin
Screw LIW feeder for powder, Main
Motor, Twin Screw Extruder Gearbox,
Screw Elements of Extruder, Shaft of
Extruder, Barrels, Heater and Thermal
Proof, Cooling Water Manifold,
Extruder Base Frame, Barrel Water
Cooling Unit, Vacuum Degassing
System, Screen Changer, Melt Pump,
Underwater Cutting System, Vibrator
Sieve, Final product Conveying
Systems, Drying and Humidifier Unit,
Metal Separator, Granule Vacuum
Loader, Automatic Packing Machine
Siemens PLC Control Systems)
GRAND TOTAL 05 3,034.32
(1) All amounts are exclusive of GST and other applicable taxes.
(2) All quotations are valid as on the date of filing of this Draft Red Herring Prospectus.
(3) The quotation has been received in USD, which have been converted to INR. The currency conversion rate is taken as ₹ 85.50 per USD.
(4) As certified by V M Shanbhag, Independent Chartered Engineer, by way of the Expansion Certificate
121None of the orders for purchase of the machinery and equipment, as provided above, have been placed as on the
date of this Draft Red Herring Prospectus. Accordingly, in accordance with the Expansion Certificate issued by V
M Shanbhag, Independent Chartered Engineer, orders worth upto ₹ 3,034.32 lakhs which constitute 100% of the
total estimated costs in relation to the purchase of plant and machineries, are yet to be placed. Further, for risk
arising out of the Objects, see “Risk Factors– Risk Factor 24 - We are yet to place orders for equipment proposed
to be funded through this Issue. In the event of any delay in placing the orders, or in the event the vendors are not
able to provide the equipment in a timely manner, or at all, it may result in time and cost over-runs and our
business, results of operations, financial condition and cash flows may be adversely affected” on page 49.
Other expenses
If there is any increase in the estimated costs as mentioned above, the additional costs shall be met by any means
available to us, including internal accruals and additional equity and/or debt arrangements. Some of the
quotations mentioned above do not include cost of freight, insurance, goods and services tax (wherever
applicable) and other applicable taxes as these can be determined only at the time of placing of orders. Such
additional costs shall be funded from the Net Proceeds proposed to be utilised towards funding of capital
expenditure or through internal accruals.
Bridge Financing
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds. However, depending upon
business requirements, our Company may consider raising bridge financing facilities including by way of any
other short-term instrument, which may be repaid from the Net Proceeds.
Other confirmations
All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring
Prospectus. Our Company has not entered into any definitive agreements or placed orders with any of these
vendors and will do so at an appropriate time. Hence, there can be no assurance that the same vendors would be
engaged to supply the equipment or at the same costs at the time of placing such orders. The quantity of
equipment to be purchased is based on the present estimates of the management of our Company and the
management of our Company shall have the flexibility to deploy such equipment according to the business
requirements of such facilities and based on the estimates of its management as per applicable laws. If we engage
someone other than the vendors from whom we have obtained quotations or if the quotations obtained expire,
such vendor’s estimates and actual costs for the services may differ from the current estimates.
No second hand or used machinery is proposed to be purchased out of the Net Proceeds.
None of the vendors from whom we have procured quotations are related or connected to our Company,
Promoters, Subsidiaries, Directors, Key Managerial Personnel and Senior Management Personnel. Our
Promoters, Directors, Key Managerial Personnel and Senior Management Personnel do not have any interest in
the proposed civil works.
Government approvals
We require the approvals stated in the table below at various stages of the Proposed Expansion, as indicated below.
Such approvals are granted on commencement or completion of various activities, as applicable. All such approvals
shall be procured as and when they are required in accordance with applicable law. The details of such approvals
and the stage of application for the Manufacturing Facility have been provided below:
S. No. Approval Description Approving Authority Stage at which Status of the approval
and Department approval required
1. Consent to establish Goa State Pollution Prior to Application made on July
Control Board (GSPCB) commencement of 10, 2025, and accepted on
civil works July 21, 2025, via
application number
2841787 by GSPCB
2. Approved factory layout plan Chief Inspector of Prior to To be applied for at the
Factories and Boilers commencement of appropriate stage
122S. No. Approval Description Approving Authority Stage at which Status of the approval
and Department approval required
civil works
3. Consent to operate Goa State Pollution After completion of To be applied for at the
Control Board plant construction appropriate stage
4. License to work a Factory, as per Chief Inspector of Upon completion of To be applied for at the
Factories Act, 1948 Factories and Boilers civil works and prior to appropriate stage
commencement of
commercial
production
5. Certificate of stability Authorised chartered Upon completion of To be applied for at the
engineer civil works and prior to appropriate stage
commencement of
commercial
production
6. Fire NOC for proposed Directorate of Fire & Upon completion of To be applied for at the
expansion Emergency Services, civil works and prior to appropriate stage
Government of Goa commencement of
commercial
production
In the event of any unanticipated delay in receipt of such approvals, the proposed schedule of implementation
and deployment of the Net Proceeds may be extended or vary, subject to timelines. For details, see “Risk Factors
–Risk Factor 33 - Our Company may not be able to obtain, renew or maintain our statutory and regulatory
permits and approvals required to operate our businesses on time or at all. Any failure to renew the approvals
that have expired or apply for and obtain the required approvals, licenses, registrations or permits, or any
suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be
issued to us, may adversely affect our operations” on page 55.
Proposed Schedule of Implementation
The expected schedule of implementation of the Proposed Expansion is set forth below:
Sr. No. Particulars Status/ Expected Expected Completion
Commencement Date Date
1 Land Acquisition -
2 Site Development, civil and Structural works November, 2025 May, 2026
3 Planning and Procurement of Equipment May, 2025 November, 2025
4 Erection and Installation of Equipment March, 2026 April, 2026
5 Trial Run September, 2026
6 Commencement of Commercial Production October, 2026
The aforementioned schedule of implementation is based on the management estimates and as per the Expansion
Certificate. For further details, please see “Risk Factors– Risk Factor 21 - Our proposed capacity expansion plans
are subject to the risk of unanticipated delays in implementation and cost overruns” and “Risk Factor 18 - Any
variation in the utilization of the Net Proceeds shall be subject to certain compliance requirements, including
prior approval of the shareholders of our Company on pages 49 and 46, respectively.
2. Funding Working Capital Requirements of our Company
We are a manufacturer of multiple grades of custom formulated polymer compounds, catering to diversified
critical industries such as telecommunication, power, railways, water, oil and gas distribution, among others.
Polymer compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and
cables used in power, telecommunication and railway industries as well as coating of underground oil, gas and
water pipelines, in order to provide a protective infrastructure from corrosion and external environmental
factors. (Source: CRISIL Report)
Our product portfolio is well diversified to offer varied solutions in the wire and cables and infrastructure
industry, and included products such as, high density polyethylene compounds (“HDPE”), medium-density
polyethylene compounds (“MDPE”) and linear low-density polyethylene compounds (“LLDPE”), cross-
linked polyethylene compounds (“XLPE”), halogen free flame retardant compounds (“HFFR”), polyvinyl
chloride compounds (“PVC”), cable filling compounds (“CFC”) and adhesive coating compounds. HDPE,
123MDPE and LLDPE compounds are used in the wire and cable industry which offer insulation, sheathing and
jacketing based on the indicative requirement of the customer. While, XLPE, HFFR, PVC and CFC compounds
add qualities such as strength, high voltage insulation and resistance, fire resistance and moisture resistance, as
per the application of the end use product. In the wire and cable industry, polymers serve crucial functions in
electrical insulation, mechanical protection, and overall cable performance. HDPE and adhesive coating
compounds are key layers of 3LPE (three layer polyethylene) system (“3LPE Coating” i.e. Pipe Coating) used
for coating of oil, gas and water distribution pipelines. 3LPE Coating is an effective solution for protecting
high-capital-intensive pipelines from corrosion, chemicals and moisture, thereby ensuring long-term durability.
(Source: CRISIL Report)
Owing to our longstanding market presence and diversified product portfolio, we have established a PAN-India
market presence. During the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023, our
operations were spread across 24 states/union territories. We have also established an international market
presence by exporting to countries such as, Bangladesh, Egypt, Oman, Saudi Arabia, Turkey, United Arab
Emirates, United States of America and Zambia.
In line with our strategy to expand our international presence and enhance our customer outreach in the MENA
region, we have recently entered into a service agreement with a marketing and distribution company based in
the United Arab Emirates for obtaining advisory and support services for selling certain of our products in
Egypt, United Arab Emirates, Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. This arrangement is expected
to support our efforts in tapping into new customer segments and increase the visibility and reach of our
products across these geographies. Upon materialization of these orders, our Company may be required to
deploy additional working capital in the form of raw material and finished goods inventories and trade
receivables, and meet the delivery timelines associated with the fulfilment of such export orders. Going
forward, we intend to establish similar strategic alliances in other existing markets by partnering with entities
that have a strong local customer base. These collaborations will enable us to enhance market penetration and
ensure access to new customers within our current regions of operation. Accordingly, any increase in the
volume of orders from these regions pursuant to this arrangement may result in incremental working capital
requirements for our operations.
Accordingly, we propose to utilise the Net Proceeds in order to meet such working capital requirements. The
deployment of net proceeds shall be over the course of the Fiscals 2026 and 2027 in accordance with the
working capital requirements of our Company. Our Company proposes to invest ₹ 7,500.00 lakhs of the Net
Proceeds towards investment for funding its working capital.
Basis of estimation of working capital requirement
(a) Existing working capital
Set forth below are the working capital of our Company (on a standalone basis), for the Fiscals 2025, 2024 and
2023 respectively:
(₹ in lakhs)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
(Audited) (Audited) (Audited)
Current Assets
Inventories 5,462.31 6,243.56 6,459.13
Trade Receivables 7,372.84 6,269.01 6,184.57
Other Financial Assets 1,257.96 333.09 116.36
Other Current Assets 1,469.69 1,582.93 1,085.54
Total Current Assets (A) 15,562.80 14,428.59 13,845.60
Current Liabilities
Trade Payables 2,746.62 1,997.56 2,629.03
Other Financial Liabilities 93.85 156.04 98.74
Other Current Liabilities and Lease 413.18 278.07 271.75
Liabilities
Provisions 333.98 163.82 170.94
Total Current Liabilities (B) 3,587.63 2,595.49 3,170.46
Net Working Capital Requirements (A-B) 11,975.17 11,833.10 10,675.14
Source of funds
Borrowing 7,299.61 7,808.83 7,667.45
124Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
(Audited) (Audited) (Audited)
Internal accruals 4,675.56 4,024.27 3,007.69
Note: As confirmed by Statutory Auditor, by way of its report dated August 6, 2025.
(b) Future Working Capital
We propose to utilize ₹ 7,500.00 lakhs from the Net Proceeds to fund the working capital requirement for
business operations and executing future orders of our Company in Fiscals 2026 and 2027. Out of the
aforementioned amount, ₹ 2,700.00 lakhs of the Net Proceeds in Fiscals 2026 and the balance amount ₹
4,800.00 lakhs of the Net Proceeds in Fiscal 2027, respectively, to fund the working capital requirement for
business operations of our Company. Any additional working capital requirement of our Company shall be met
through internal accruals or borrowings or a combination of both.
Considering the existing working capital requirements and as expected for the future, our Board of Directors,
pursuant to their resolution dated August 6, 2025 has approved the estimated working capital requirements for
Fiscal 2027 and Fiscal 2026 and the proposed funding of such working capital requirements which are detailed
below:
(₹ in lakhs)
Particulars For the year ended March For the year ended March
31, 2027 31, 2026
(Estimated) (Estimated)
Current Assets
Inventories 9,550.00 8,000.00
Trade Receivables 11,910.00 8,000.00
Other Financial Assets 1,250.00 1,200.00
Other Current Assets 1,650.00 1,680.00
Total Current Assets (A) 24,360.00 18,880.00
Current Liabilities
Trade Payables 4,000.00 2,800.00
Other Financial Liabilities 90.00 90.00
Other Current Liabilities and Lease Liabilities 500.00 470.00
Provisions 390.00 380.00
Total Current Liabilities (B) 4,980.00 3,740.00
Net Working Capital Requirements (A-B) 19,380.00 15,140.00
Source of funds
Internal accruals 6,580.00 4,940.00
Borrowing 8,000.00 7,500.00
Proceeds from the Issue 4,800.00 2,700.00
Note: As confirmed by Statutory Auditor, by way of its report dated August 6, 2025.
Holding levels and key assumptions for working capital requirements:
The following table sets forth the details of the holding period (with days rounded to the nearest whole number)
considered for the Fiscals 2025, 2024 and 2023, on the basis of audited standalone financial statements, as well
as estimated for Fiscal 2026 and Fiscal 2027:
Particulars For the year For the year For the year For the year For the year
ended ended ended ended ended
March 31, March 31, March 31, March 31, March 31,
2027 2026 2025 2024 2023
(Estimated) (Estimated) (Audited) (Audited) (Audited)
Inventory 64 65 65 78 65
Trade Receivables 73 74 76 77 72
Other Financial Assets 9 12 9 3 1
Other Current Assets 12 15 17 16 11
Trade Payables 30 32 33 34 34
Other Financial Liabilities 1 1 1 2 1
125Particulars For the year For the year For the year For the year For the year
ended ended ended ended ended
March 31, March 31, March 31, March 31, March 31,
2027 2026 2025 2024 2023
(Estimated) (Estimated) (Audited) (Audited) (Audited)
Other Current Liabilities 4 4 4 3 4
and Lease Liabilities
Provisions 3 3 3 2 2
Note: As confirmed by Statutory Auditor, by way of its report dated August 6, 2025.
Key justification for holding levels:
The working capital projections made by our Company are based on certain key assumptions, as set out below:
Inventory Our inventory holding period has fluctuated within a narrow range over the last three fiscals due to
factors such as changes in customer demand patterns, raw material procurement cycles, and strategic
stocking decisions aligned with production planning. The inventory days increased to 78 days in
Fiscal 2024, compared to 65 days in Fiscal 2023. This increase was primarily driven by a temporary
dip in net sales during Fiscal 2024 and the proactive accumulation of raw materials and finished goods
inventory to meet scheduled dispatches in Q1 of Fiscal 2025. This build-up was essential to avoid
production delays and ensure uninterrupted supply to our customers. In Fiscal 2025, the inventory
days reduced to 65 days, compared to 78 days in Fiscal 2024 due to enhanced inventory management
and operational efficiency measures. We improved demand forecasting, synchronized production
planning more closely with customer schedules, and optimized our procurement cycles. These
initiatives allowed us to maintain production continuity while lowering the average inventory levels.
Going forward, we expect the inventory holding period to be in the range of 65 days in Fiscal 2026
and 64 days in Fiscal 2027. This trend aligns with our order pipeline and raw material sourcing
dynamics. Also, maintaining this level of inventory supports our ability to meet tight delivery
schedules and manage supply chain risks
Trade Our trade receivables days have been in the range of 72 days to 77 days i.e. 72 days in Fiscal 2023,
Receivables 77 days in Fiscal 2024 and 76 days in Fiscal 2025. Going forward also, we expect our trade receivables
days to be in the same range i.e. 74 days in Fiscal 2026 and 73 days in Fiscal 2027. The payment
terms for some of our customers of wire and cables extended to 60-90 days and for some customers
even beyond the 90 days as per the industry trend. These extended credit periods were strategically
offered to key customers to foster long-term business relationships and strengthen our market
positioning. Further, we introduced a new product line – pipe coating, which is used for coating oil,
gas, and water distribution pipelines. As part of our market development strategy, we onboarded new
customers for this product line. Given the stable trend and nature of our business operations, we
anticipate the trade receivable days to remain in the range of 72 to 77 days in line with the past trend.
This level reflects the standard industry practices and is aligned with our customer profile, sales cycle,
and payment terms.
Other Financial Our other financial and current assets were ₹1,202 lakhs in Fiscal 2023, ₹1,916 lakhs in Fiscal 2024,
and Current ₹2,728 lakhs in Fiscal 2025 and we expect our other financial and current assets to be ₹2,880 lakhs in
Assets Fiscal 2026 and ₹2,900 lakhs in Fiscal 2027. These are attributable primarily to an increase in discount
receivables and increase in advances paid to suppliers for meeting the commitments under MOU
during the Fiscal. Given the volatility in polymer prices and the need to secure critical raw materials
in a timely manner, we often enter into MOU with suppliers for lifting heavy quantity of material
which entitles us for increased discount on achievement of purchase under the MOU. These
arrangements help us to mitigate supply chain risks and lock in more favourable terms. We anticipate
our other financial and current assets will continue to remain at levels proportionate to our business
operations
Trade Payables Our trade payables days have been in the range of 30 days to 34 days i.e. 34 days in Fiscal 2023, 34
days in Fiscal 2024 and 33 days in Fiscal 2025. Going forward also, we expect our trade payable days
to be in the same range i.e. 32 days in Fiscal 2026 and 30 days in Fiscal 2027. This consistent trend
reflects our approach to managing supplier payments and our relationships with vendors. As a
manufacturing company engaged in the production of polymer compounds, we have to rely on timely
and uninterrupted procurement of various grades of polymers, additives, and chemicals. Given the
volatility in raw material prices and the importance of maintaining a reliable supply chain, we have
prioritized timely payments to suppliers to ensure material availability and to build up long-term,
trust-based partnerships. Going forward, we intend to maintain trade payables at similar levels,
balancing working capital efficiency with the goal of availing the continuous supply of raw material
and securing favourable purchase terms. We believe that continuing prompt payments will enhance
our bargaining position, improve supply chain reliability, and contribute positively to our overall cost
competitiveness and profitability
126Other Financial, Our other financial, current, lease liabilities and provisions were ₹541 lakhs in Fiscal 2023 to ₹598
Current, Lease lakhs in Fiscal 2024 to ₹841 lakhs in Fiscal 2025 and we expect this trend to continue to be ₹940
Liabilities and lakhs in Fiscal 2026 and ₹980 lakhs in Fiscal 2027. The primary drivers behind this increase are a
Provisions slight rise in interest accrued on borrowings, increased provisions for income tax, reflecting improved
profitability and higher advances received from customers for confirmed orders. Our company
anticipates that these liabilities will remain at levels proportionate to its business operations.
Note: As confirmed by Statutory Auditor by way of its report dated August 6, 2025.
3. General corporate purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [•] lakhs towards general corporate
purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR
Regulations. The Net Proceeds deployed towards general corporate purposes shall be approved by our
management, from time to time.
The general corporate purposes include, but are not restricted to, meeting fund requirements which our
Company may face in the ordinary course of business; strengthening lead generation capabilities by marketing
our products; meeting ongoing general corporate contingencies; and business requirements of our Company in
the ordinary course of business towards salaries and wages, rent, administration expenses and maintenance,
payment to creditors, advisory services.
The allocation or quantum of utilization of funds towards the specific purposes described above will be
determined by our Board, based on our business requirements and other relevant considerations, from time to
time. Our management, in accordance with the policies of the Board, shall have the flexibility in utilizing
surplus amounts, if any. In the event that we are unable to utilize the entire amount that we have currently
estimated for use out of Net Proceeds in a Fiscal, we will utilize such unutilized amount in the next Fiscal.
In case of variations in the actual utilization of funds designated for the purposes set forth above, increased
fund requirements for a particular purpose may be financed by surplus funds or through our internal accruals,
if any which are not applied to the other purposes set out above.
Issue related expenses
The total expenses of the Issue are estimated to be approximately ₹ [•] lakhs. The expenses of the Issue include,
among others, listing fees, underwriting fees, selling commission, fees payable to the BRLM, fees payable to
legal counsel, fees payable to the Registrar to the Issue, escrow collection bank to the Issue and sponsor bank(s),
including processing fee to the SCSBs for processing ASBA Forms, brokerage and selling commission payable
to Registered Brokers, collecting RTAs and CDPs, printing and stationery expenses, advertising and marketing
expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock
Exchanges.
The break-up for the estimated Issue Expenses is as follows:
Activity Estimated As a % of total As a % of total
expenses (₹ in estimated Issue Issue size (1)
lakhs) (1) Expenses (1)
BRLM fees and commissions (including any [●] [●] [●]
underwriting commission, brokerage and selling
commission)
Commission/processing fee for SCSBs, Sponsor Bank(s) [●] [●] [●]
and Bankers to the Issue. Brokerage, underwriting
commission and selling commission and bidding charges
for members of the Syndicate, Registered Brokers, RTAs
and CDPs
Fees payable to Registrar to the Issue [●] [●] [●]
Others
- Listing fees, SEBI filing fees, upload fees, BSE and [●] [●] [●]
NSE processing fees, book building software fees and
other regulatory expenses
- Printing and stationery [●] [●] [●]
- Fee payable to legal counsel [●] [●] [●]
127Activity Estimated As a % of total As a % of total
expenses (₹ in estimated Issue Issue size (1)
lakhs) (1) Expenses (1)
- Advertising and marketing [●] [●] [●]
- Miscellaneous [●] [●] [●]
Total estimated Issue expenses [●] [●] [●]
(1) Issue expenses will be finalized on determination of Issue Price and incorporated at the time of filing of the Prospectus.
Issue expenses are estimates and are subject to change.
(2) Selling commission payable to members of the Syndicate, SCSBs, RTAs and CDPs on the amounts received against the
Equity Shares Allotted (i.e. product of the Equity Shares Allotted and the Issue price) would be as follows:
a. Portion for Retail Individual Bidders – [●]% of the Amount Allotted (plus applicable taxes)
b. Portion for Non-Institutional Bidders – [●]% of the Amount Allotted (plus applicable taxes)
c. Portion for Eligible Employee – [●]% of the Amount Allotted (plus applicable taxes)
Further, bidding charges of ₹ [●] (plus applicable goods and services tax) shall be per valid ASBA Form collected by
the Syndicate, RTAs and CDPs (excluding applications made by Retail Individual Investors using the UPI Mechanism).
The terminal from which the Bid has been uploaded will be taken into account in order to determine the total bidding
charges. No additional bidding charges shall be payable to SCSBs on the Bid cum Application Forms directly procured
by them. Selling commission payable to the Registered Brokers on the portion for Retail Individual Investors, Eligible
Employees and Non-Institutional Investors, which are directly procured by the Registered Brokers and submitted to SCSB
for processing, shall be ₹ [●] per valid Bid cum Application Form (plus applicable goods and services tax). In case the
total processing charges payable exceeds ₹ [●] lakhs, the amount payable would be proportionately distributed based on
the number of valid applications such that the total processing charges payable does not exceed ₹ [●] lakhs (Based on
valid Bid cum Application Forms).
(3) Processing fees payable to the SCSBs for Bid cum Application Forms which are procured by the Registered Brokers /
RTAs / CDPs and submitted to the SCSB for blocking shall be ₹ [●] per valid Bid cum Application Form (plus applicable
taxes). In case the total processing charges payable exceeds ₹ [●] lakhs, the amount payable would be proportionately
distributed based on the number of valid applications such that the total processing charges payable does not exceed ₹
[●] lakhs (Based on valid Bid cum Application Forms).
Processing fees for applications made by Retail Individual Investors Non-Institutional Investors and Eligible Employees
using the UPI Mechanism would be as follows:
a. RTAs / CDPs/ Registered Brokers – ₹ [●] per valid Bid cum Application Form (plus applicable taxes)*
b. Sponsor Bank – ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
The Sponsor Bank shall be responsible for making payments to third parties such as the remitter bank, the NPCI
and such other parties as required in connection with the performance of its duties under applicable SEBI circulars,
agreements and other Applicable Laws.
*In case the total processing charges payable under this head exceeds ₹ [●] lakhs, the amount payable would be
proportionately distributed based on the number of valid applications such that the total processing charges payable does
not exceed ₹ [●] lakhs
Interim use of Net Proceeds
The Net Proceeds pending utilization for the purposes stated in this section, shall be deposited only with
scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934, as
amended. In accordance with Section 27 of the Companies Act, our Company confirms that it shall not use the
Net Proceeds for buying, trading or otherwise dealing in equity shares of any other listed company or for any
investment in the equity markets.
Deployment of Funds
As on date of this Draft Red Herring Prospectus, our Company has not deployed any funds towards the Objects
of the Issue.
Bridge financing facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.
128Monitoring utilization of funds
Since this is entirely a fresh Issue and Issue size is in excess of ₹ 10,000 lakhs, our Company will appoint a
credit rating agency registered with SEBI for monitoring the utilization of the Gross Proceeds, in terms of
Regulation 41 of the SEBI ICDR Regulations. Our audit committee and the monitoring agency will monitor
the utilization of the Gross Proceeds and submit the report required under Regulation 41(2) of the SEBI ICDR
Regulations, on a quarterly basis, until such time as the Net Proceeds have been utilized in full.
Our Company will disclose the utilization of the Gross Proceeds, including interim, use under a separate head
in our balance sheet for such financial year as required under applicable law, specifying the purposes for which
the Gross Proceeds have been utilized. Our Company will also, in its balance sheet for the applicable financial
years, provide details, if any, in relation to all such Gross Proceeds that have not been utilized.
Pursuant to the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the audit
committee the uses and applications of the Gross Proceeds. The audit committee will make recommendations
to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of
funds utilized for purposes other than those stated in this Red Herring Prospectus and place it before the Audit
Committee and make other disclosures as may be required until such time as the Gross Proceeds remain
unutilized. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilized in
full. The statement shall be certified by the statutory auditor of our Company. Further, in accordance with
Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a
quarterly basis, a statement indicating (i) deviations, if any, in the actual utilization of the proceeds of the Issue
from the Objects as stated above; and (ii) details of category wise variations in the actual utilization of the
proceeds of the Issue from the Objects as stated above. This information will also be published in newspapers
simultaneously with the interim or annual financial results and explanation for such variation (if any) will be
included in our Director’s report, after placing the same before the audit committee.
Variation in objects of the issue
In accordance with Sections 13(8) and 27 of the Companies Act, and Regulation 59 and Schedule XX of the
SEBI ICDR Regulations, any material deviation in the Objects of the Issue will require our Company to obtain
the approval of 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 (postal ballot notice) shall specify the prescribed details and
be published in accordance with the Companies Act. The Postal Ballot Notice shall simultaneously be published
in the newspapers, one in English and one in Hindi, (Hindi also being the regional language of New Delhi,
where our Registered Office is situated). Pursuant to the Companies Act, our Promoters will be required to
provide an exit opportunity to the shareholders who do not agree to such material deviation of the Objects,
subject to the provisions of the Companies Act and in accordance with such terms and conditions, including in
respect of pricing of the Equity Shares, in accordance with the Companies Act and provisions of Schedule XX
of the SEBI ICDR Regulations.
Appraising agency
None of the Objects of the Issue for which the Net Proceeds will be utilized have been appraised by any agency.
Other confirmations
No part of the Net Proceeds will be utilized by our Company as consideration to our Promoters, members of
our Promoter Group, our Directors, Group Companies, Senior Management Personnel or Key Managerial
Personnel. Except as disclosed in this Draft Red Herring Prospectus, our Company has not entered into or is
not planning to enter into any arrangement/ agreements with our Promoters, Promoter Group, our Directors,
Group Companies, Senior Management Personnel or Key Managerial Personnel in relation to the utilization of
the Net Proceeds of the issue. Further, except in the ordinary course of business, there is no existing or
anticipated interest of such individuals and entities in the Objects of the Issue as set out above.
Our Promoters, Promoter Group, our Directors, Group Companies, Senior Management Personnel or Key
Managerial Personnel do not have any interest in the proposed Objects.
129BASIS FOR ISSUE PRICE
The Price Band and the Issue Price will be determined by our Company in consultation with the Book Running
Lead Manager, and on the basis of assessment of market demand for the Equity Shares of face value of ₹ 10 each
issued through the Book Building Process and on the basis of quantitative and qualitative factors as described
below. The face value of the Equity Shares is ₹ 10 each and the Floor Price is [●] times the face value and the Cap
Price is [●] times the face value.
Bidders should read below mentioned information along with the “Risk Factors”, “Our Business”, “Financial
Statements” and “Management Discussion and Analysis of Financial Condition and Results of Operations” on
pages 33, 211, 279 and 344, respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors which form the basis for computing the Issue Price are as follows:
1. Enlisted with prominent government agencies with pre-approved product portfolio
We are engaged in the manufacturing of multiple grades of polymer compounds, serving a wide range of critical
industries including telecommunications, power, railways, water supply, and oil and gas distribution. Polymer
compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and cables used
in power, telecommunication and railway industries as well as coating of underground oil, gas and water pipelines,
in order to provide a protective infrastructure from corrosion and external environmental factors. (Source: CRISIL
Report) Our products play a vital role in high-performance applications across critical industries, including oil,
gas, and water, among others. The polymer compounding industry presents a series of formidable barriers for new
players. Consequently, entry into the polymer compound industry requires a measured approach, significant
resources, and deep expertise to successfully overcome these multifaceted obstacles. In industries such as power
transmission, telecommunications, and coatings, polymer compounders must have their products, manufacturing
processes, and standard operating procedures rigorously tested and approved by regulatory bodies or public sector
enterprises. (Source: CRISIL Report) Accordingly, in order to supply our products to these sectors, it is mandatory
to obtain enlistment with relevant government agencies. This process involves subjecting our products,
manufacturing processes, and standard operating procedures to stringent testing and evaluation parameters,
following which approval is granted for their specific applications. Accordingly, we have enlisted our products
with a Maharatna CPSE power transmission company, a Navratna CPSE engineering consultancy company, a
Miniratna CPSE telecommunication company and Government of Gujarat. We believe that enlistment with such
agencies affirms our technical competence to supply products across a wide range of projects and industries. It
also serves as a significant barrier to entry for new participants in the polymer compound industry.
Notwithstanding these entry barriers, we possess longstanding experience in supplying polymer compounds to our
marquee customers operating across diverse sectors.
2. Diversified industry applications and differentiated product portfolio
Our business model is diversified by a mix of products, end use industries and customer base. As on date of this
Draft Red Herring Prospectus, our Company has manufactured 6 products in 127 grades across our product
segments. The bouquet of products offered by us serve various end-user industries including but not limited to
railways, telecommunication, among others.
3. Long-standing relationships with our customers
We have, through our 3 decades of business operations, established long-standing relationships with several
customers engaged in various industries. We have a diversified customer base and we have served 166 customers
in Fiscal 2025. Our Company has established a direct relationship with our customers, which has helped us build
a long-standing relationship directly with our customers along with lowering of costs and improvement in our
returns. In the last three Fiscals, we catered to more than 290 customers, of which around 89.33% number of
customers were repeat customers, year on year basis. Such long-term association with key customers also offers
significant competitive advantages such as revenue visibility, industry goodwill and enables us to demonstrate our
quality. While, we prefer to market and sell our products directly to our customers in the domestic market, however
in order to further expand our export operations, we have recently entered into a service agreement with a
marketing and distribution company in UAE for obtaining advisory and support services for selling certain of our
products in Egypt, United Arab Emirates, Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. We also secure orders
in respect to our products on a tender basis. In case of tenders, we make competitive bids and based our
performance history, our bids and capability to deliver committed quantities, we are awarded with the orders.
1304. PAN-India market presence
We are a manufacturer of various grades of polymer compounds primarily used in manufacturing of wire and
cables and coating of industrial pipelines. We primarily derive majority of our revenue from our domestic
operations and as of March 31, 2025, 91.57% of our revenue from operations was generated from the domestic
operations undertaken by our Company. In the last 3 fiscals, we sold our products in 24 states/union territories.
5. Integrated product development capabilities
We have invested in an in-house product development team for developing new polymer compositions to suit our
customer needs and market demand. As on June 30, 2025, our product development team comprised four
employees. We have in the past, strategically diversified our product portfolio to either offer additional product
applications or inculcate enhanced properties such as, smoke-free flame retardance, anti-tracking, etc.
For further details, see “Risk Factors” and “Our Business” on pages 33 and 211, respectively.
Quantitative Factors
The information presented in this section is derived from our Restated Consolidated Financial Statements. For
details, see “Financial Statements” on page 279. Investors should evaluate our Company and form their decisions
taking into consideration its earnings and based on its growth strategy. Some of the quantitative factors which may
form the basis for computing the Issue price are as follows:
1. Basic and Diluted Earnings per Share (EPS), as adjusted for changes in capital.
Basic EPS Diluted EPS
Year ended Weight
(in ₹) (in ₹)
Fiscal 2025 4.69 4.69 3
Fiscal 2024 1.67 1.67 2
Fiscal 2023 1.39 1.39 1
Weighted Average 3.13 3.13 -
Notes:
a) As derived from the Restated Consolidated Financial Statement of our Company.
b) Basic and Diluted Earnings per Share (₹) = Profit after tax excluding exceptional items before other comprehensive
income attributable to equity shareholders for the year divided by the weighted average no. of equity shares of face
value ₹ 10 each. The weighted average number of Equity Shares outstanding during the year is adjusted for the
bonus issue of Equity Shares.
c) Basic EPS and diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per
Share’.
d) Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights, i.e. (EPS x weight)
for each year divided by the total of weights.
2. Price / Earning (P/E) Ratio in relation to Price band of ₹ [●] to ₹ [●] per Equity Share
P/E at the lower end of P/E at the higher end of the
Particulars the price band price band
(no. of times) * (no. of times) *
a) P/E ratio based on Basic EPS as at March 31, 2025 [●] [●]
*To be updated at Prospectus stage.
Industry Price / Earning (P/E) Ratio
Based on the peer company information (excluding our Company) given below in this section:
Particulars P/E ratio
Industry
Highest 25.41
Lowest 14.61
Average 18.81
Notes: P/E ratio has been computed based on the closing market price of equity shares on NSE as on August 01, 2025, divided
by the diluted EPS for the year ended March 31, 2025.
1313. Return on Net Worth (RONW):
Year ended RoNW (%) Weight
Fiscal 2025 31.11% 3
Fiscal 2024 16.06% 2
Fiscal 2023 15.92% 1
Weighted Average 23.56% -
Notes:
a) As derived from the Restated Consolidated Financial Statement of our Company.
b) Return on Net worth is calculated as restated, attributable to the owners of the company divided by the total equity
excluding non-controlling interest at the end of the relevant year.
c) Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x
Weight) for each year / Total of weights.
4. Net Asset Value (NAV) per Equity Share
Financial Year Net Asset Value per equity share
Net Asset Value per Equity share as of March 31, 2025 15. 09
After Completion of the Issue
- At the Floor Price [●]
- At the Cap Price [●]
Issue Price [●]
Notes:
a) Net asset value per equity share is calculated as net worth as of the end of the relevant year divided by the number
of equities shares outstanding at the end of the year. Net worth represents the aggregate value of equity share capital
and other equities and are based on Restated Consolidated Financial Statement.
5. Comparison with listed industry peer:
The following companies have been identified as relevant comparable based on their alignment with our business
model and industry positioning. While their specific product lines may not mirror ours exactly, these organizations
operate within the same broader industry sector and market environment. While there are other listed companies
within the broader industry or related sectors, both in India and Internationally, they are not comparable due to
significant differences in nature, size and market of their business.
The following peer group has been determined based on the companies listed on the Stock Exchanges:
For the year ended March 31, 2025
Face Revenue Basic Diluted P/E Return NAV per
value from EPS (1) EPS (1) (based on on net Equity
Name of the Company (₹) operations Diluted worth Share (₹)
(₹ in (₹) (₹) EPS) (%)
Lakhs)
BLS POLYMERS LIMITED 10 32,843.59 4.69 4.69 [●] 31.11% 15.09
Peer Group
Kingfa Science & Technology
10 1,74,469.06 126.21 126.21 25.41 20.98% 601.61
(India) Limited
DDev Plastiks Industries
1 2,60,332.37 17.93 17.93 16.41 22.22% 80.67
Limited
Plastiblends India Limited 5 78,045.35 12.87 12.87 14.61 7.82% 164.51
Source: All the financial information for listed industry peers mentioned above is on a Consolidated basis as available sourced
from the financial Reports of the peer company uploaded on the NSE website for the year ended March 31, 2025.
Notes:
1. Basic and Diluted EPS for peers are sourced from the audited financial statements for the relevant year.
2. P/E Ratio has been computed based on the closing market price of equity shares on the NSE website on August 01,
2025, divided by the Diluted EPS.
3. RoNW is computed as net profit after tax attributable to owners of the company divided by total closing equity
attributable to the owners of the company.
4. NAV is computed as the closing net worth divided by the outstanding number of equity shares.
132Bidders should read the above-mentioned information along with “Risk Factors”, “Our Business”, Management
Discussion and Analysis of Financial Position and Results of Operations” and “Financial Information” on pages
33, 211, 344 and 279, respectively, to have a more informed view. The trading price of the Equity Shares could
decline due to the factors mentioned in the “Risk Factors” and you may lose all or part of your investments.
6. Key financial performance indicators (“KPIs”)
The KPIs disclosed below have been used historically by our Company to understand and analyse the business
performance, which in result, help us in analysing the growth of various verticals.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis,
at least once in a year (or any lesser period as determined by the Board of our Company), for a duration of one
year after the date of listing of the Equity Shares on the Stock Exchange or till the complete utilisation of the
proceeds of the Fresh Issue as per the disclosure made in the Objects of the Issue Section, whichever is later or for
such other duration as may be required under the SEBI ICDR Regulations.
KPI Explanations
Revenue from Operations (₹ in Revenue from Operations is used by our management to track the revenue profile of
Lakhs) the business and in turn helps assess the overall financial performance of our Company
and size of our business.
EBITDA (₹ in Lakhs) EBITDA provides information regarding the operational efficiency of the business and
operating EBITDA is net of other income
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial
performance of our business.
Profit After Tax (₹ in Lakhs) Profit after tax provides information regarding the overall profitability of the business.
Earnings Per Share (EPS) Earnings per Share provide information of per share earning earned by the
shareholder.
PAT Margin PAT Margin is an indicator of the overall profitability and financial performance of
our business.
Return on Equity (%) RoE provides how efficiently our Company generates profits from shareholders’
funds.
Debt To Equity Ratio Debt-to-equity (D/E) ratio is used to evaluate a company’s financial leverage.
Return on Capital Employed (%) ROCE provides how efficiently our Company generates earnings from the capital
employed in the business.
Current Ratio It tells management how business can maximize the current assets on its balance sheet
to satisfy its current debt and other payables.
NAV/ Book Value This metric helps to calculate the Book value of the company from its equity reserves
and surplus.
Return on Net Worth (%) RoNW provides how efficiently our Company generates profits from shareholders’
net worth.
Return on Total Assets (%) Return on Total Assets provides measures on how efficiently our company uses its
assets to generate profits
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 27, 2025 and
the members of the Audit Committee have verified the details of all KPIs pertaining to the Company. Further, the
members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been
disclosed to any investors at any point of time during the three years period prior to the date of filing of this DRHP.
Further, the KPIs herein have been certified by the Statutory Auditor, by their certificate dated August 6, 2025.
Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational
and/or financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented below, as a supplemental measure to
review and assess our financial and operating performance. The presentation of these KPIs are not intended to be
considered in isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs
to evaluate our financial and operating performance. Some of these KPIs are not defined under Ind AS and are not
presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may
differ from the similar information used by other companies and hence their comparability may be limited.
Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures
133of performance or as an indicator of our operating performance, liquidity, profitability or results of operation.
Although these KPIs are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that it provides an additional tool for investors to use in evaluating
our ongoing operating results and trends and in comparing our financial results with other companies in our
industry because it provides consistency and comparability with past financial performance, when taken
collectively with financial measures prepared in accordance with Ind AS.
Financial KPI of our Company
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue From operations (₹ in lakhs) 32,843.59 29,635.83 31,461.61
EBITDA (₹ in lakhs) 3,966.31 2,104.91 1,792.31
Growth in EBITDA % 88.43% 17.44% -
EBITDA Margin (%) 12.08% 7.10% 5.70%
Profit after tax (₹ in lakhs) 2,113.60 752.20 624.98
Growth in PAT % 180.99% 20.36% -
EPS 4.69 1.67 1.39
PAT Margin (%) 6.44% 2.54% 1.99%
Return on Equity (ROE) (%) 36.83% 17.48% 16.74%
Debt To Equity Ratio 1.11 2.05 2.30
Return on Capital Employed (ROCE) (%) 25.46% 12.84% 11.93%
Current Ratio 1.44 1.26 1.22
NAV / Book Value 15.09 10.40 8.72
Return on Net Worth 31.11% 16.06% 15.92%
Return on Total Assets 11.80% 4.46% 3.88%
Notes:
a) As certified by the Statutory Auditor pursuant to their certificate dated August 6, 2025. The Audit committee in its
resolution dated July 27, 2025 has confirmed that the Company has not disclosed any KPIs to any investors at any point
of time during the three years preceding the date of this Draft Red Herring Prospectus other than as disclosed in this
section.
b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial
Statements.
c) EBITDA refers to earnings before interest, taxes, depreciation, amortisation, gain or loss from continued operations and
exceptional items.
d) Growth in EBITDA % means growth in % terms of the current year as compared to the preceding year.
e) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period.
f) Profit after Tax refers to sum of total income less total expenses after considering the tax expense.
g) Growth in PAT % means growth in % terms of the current year as compared to the preceding year.
h) EPS is Earnings per share calculated as Profit attributable to shareholders of the company divided by the weighted
average number of shares outstanding during the period.
i) Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing
our net profit after taxes by our revenue from operations.
j) Return on equity (RoE) is equal to profit for the year divided by the average equity and is expressed as a percentage.
k) Debt to equity ratio is calculated by dividing the debt (i.e., borrowings (current and non-current) and lease liabilities by
total equity (which includes issued capital and all other equity reserves).
l) Return on Capital Employed (%) is calculated as EBIT divided by capital employed. Capital employed is calculated as
net worth and total debt add Net Deferred Tax (Liabilities)
m) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one
year) and is calculated by dividing the current assets by current liabilities.
n) NAV / Book Value is defined as Net Asset Value and is calculated as Shareholders Net worth divided by the weighted
average number of shares outstanding during the period.
o) RoNW is defined as Return on Net Worth that is Equity share capital add reserves and other equity, return that is net
profit is divided by Net worth to calculate this ratio.
p) Return on Total Assets is calculated as return that is net profit is divided by the total assets during the year.
See “Management Discussion and Analysis of Financial Position and Results of Operations” on page 344 for the
reconciliation and the manner of calculation of our key financial performance indicators.
134Comparison of financial KPIs of our Company and our listed peers
Financial Ratios BLS Polymers Limited Kingfa Science & Technology (India) Ltd DDev Plastiks Industries Ltd Plastiblends India Ltd
Particulars Mar-25 Mar-24 Mar-23 Mar-25 Mar-24 Mar-23 Mar-25 Mar-24 Mar-23 Mar-25 Mar-24 Mar-23
Revenue From 32,843.59 29,635.83 31,461.61 1,74,469.06 1,48,771.56 1,40,370.26 2,60,332.37 2,43,124.37 2,50,374.74 78,045.35 80,216.16 76,851.52
operations (₹ in lakhs)
EBITDA (₹ in lakhs) 3,966.31 2,104.91 1,792.31 23,444.94 18,717.75 12,874.04 28,696.62 28,190.24 18,569.91 6,140.86 6,272.87 5,503.75
Growth in EBITDA (%) 88.43% 17.44% - 25.26% 45.39% - 1.80% 51.81% - -2.10% 13.97% -
EBITDA Margin (%) 12.08% 7.10% 5.70% 13.44% 12.58% 9.17% 11.02% 11.59% 7.42% 7.87% 7.82% 7.16%
Profit after tax (₹ in 2,113.60 752.20 624.98 15,285.52 12,252.25 8,141.03 18,549.69 18,166.94 10,409.62 3,344.24 3,452.52 2,685.11
lakhs)
Growth in PAT % 180.99% 20.36% - 24.76% 50.50% - 2.11% 74.52% - -3.14% 28.58% -
EPS 4.69 1.67 1.39 126.21 101.17 67.22 17.93 17.56 11.07 12.87 13.28 10.33
PAT Margin (%) 6.44% 2.54% 1.99% 8.76% 8.24% 5.80% 7.13% 7.47% 4.16% 4.28% 4.30% 3.49%
Return on Equity (ROE) 36.83% 17.48% 16.74% 23.21% 23.24% 19.14% 24.82% 31.48% 23.49% 8.03% 8.63% 6.92%
(%)
Debt To Equity Ratio 1.11 2.05 2.30 0.06 0.06 0.09 0.06 0.10 0.11 0.01 0.02 0.02
Return on Capital 25.46% 12.84% 11.93% 27.51% 27.12% 22.50% 30.01% 35.75% 30.22% 10.39% 11.11% 9.22%
Employed (ROCE) (%)
Current Ratio 1.44 1.26 1.22 2.02 1.80 1.37 3.01 2.42 1.72 6.02 5.87 4.81
NAV / Book Value 15.09 10.40 8.72 601.61 485.98 384.77 80.67 63.77 52.54 164.51 155.99 151.99
Return on Net Worth 31.11% 16.06% 15.92% 20.98% 20.82% 17.47% 22.22% 27.53% 21.06% 7.82% 8.52% 6.80%
Return on Total Assets 11.80% 4.46% 3.88% 13.23% 12.32% 8.06% 16.07% 18.26% 11.41% 6.60% 7.16% 5.54%
Notes:
1) Data taken for the peers is as per the filings made by the company for the financial year 2025 with the stock exchanges, the rest of the data for the years 2024 and 2023 is taken from the annual report of the
respective companies.
2) The listed peers operate within the same broader industry, but their business models and key product offerings may not be identical to ours, exhibiting some differences.
135Notes:
a) As certified by the Statutory Auditor pursuant to their certificate dated August 6, 2025. The Audit committee in its
resolution dated July 27, 2025 has confirmed that the Company has not disclosed any KPIs to any investors at any point
of time during the three years preceding the date of this Draft Red Herring Prospectus other than as disclosed in this
section.
b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial
Statements.
c) EBITDA refers to earnings before interest, taxes, depreciation, amortisation, gain or loss from continued operations and
exceptional items.
d) Growth in EBITDA % means growth in % terms of the current year as compared to the preceding year.
e) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period.
f) Profit after Tax refers to sum of total income less total expenses after considering the tax expense.
g) Growth in PAT % means growth in % terms of the current year as compared to the preceding year.
h) EPS is Earnings per share calculated as Profit attributable to shareholders of the company divided by the weighted
average number of shares outstanding during the period.
i) Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing
our net profit after taxes by our revenue from operations.
j) Return on equity (RoE) is equal to profit for the year divided by the average equity and is expressed as a percentage.
k) Debt to equity ratio is calculated by dividing the debt (i.e., borrowings (current and non-current) and lease liabilities by
total equity (which includes issued capital and all other equity reserves).
l) Return on Capital Employed (%) is calculated as EBIT divided by capital employed. Capital employed is calculated as
net worth and total debt add Net Deferred Tax (Liabilities)
m) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one
year) and is calculated by dividing the current assets by current liabilities.
n) NAV / Book Value is defined as Net Asset Value and is calculated as Shareholders Net worth divided by the weighted
average number of shares outstanding during the period.
o) RoNW is defined as Return on Net Worth that is Equity share capital add reserves and other equity, return that is net
profit is divided by Net worth to calculate this ratio.
p) Return on Total Assets is calculated as return, that is net profit is divided by the total assets during the year.
7. Weighted average cost of acquisition (“WACA”), floor price and cap price
a) Price per share of the Company based on primary issuances of Equity Shares or convertible
securities (excluding issuance of Equity Shares under ESOS or pursuant to a bonus issue) during
the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance is equal to
or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-
transaction capital before such transactions)in a single transaction or multiple transactions combined
together over a span of rolling 30 days.
Face
No. of value
Issue price
Date of equity per Nature of Nature of Total Consideration
per equity
allotment shares equity allotment consideration (in ₹ Lakhs)
share (₹) *
allotted* share
(₹)
- - - - - - -
Weighted average cost of acquisition (WACA)
b) Price per share of the Company based on secondary sale or acquisition of Equity Shares or convertible
securities (excluding gifts) involving any of the Promoters, members of the Promoter Group or
Shareholder(s) having the right to nominate director(s) in the Board of Directors of the Company are a
party to the transaction, during the 18 months preceding the date of filing of this Draft Red Herring
Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share
capital of our Company (calculated based on the pre-transaction capital before such transactions), in a
single transaction or multiple transactions combined together over a span of rolling 30 days. There are no
transactions as stated above.
136Date of Number Details of Details of Face value Issue Nature of Nature of Total
transfer of Equity transferor transferee per equity price per allotment considera Consider
of Equity Shares (s) (s) share (₹) equity tion ation (in ₹
Shares transferre share (₹) Lakhs)
d
January 1, 5,76,100 B.L. & Diwakar 10 70.00 Equity Cash 403.27
2025 Sons Aggarwal
Limited
January 9,55,734 B.L. & Karan 10 70.00 Equity Cash 669.01
10, 2025 Sons Aggarwal
Limited
Weighted average cost of acquisition (WACA) 70.00
Floor price and cap price being [●] times the weighted average cost of acquisition (WACA) based on primary/
secondary transaction(s) as disclosed in terms of clause (a) and (b), shall be disclosed in the following manner:
Weighted average
Floor Price Cap Price
Past Transactions cost of acquisition
(₹) ₹[●] * ₹[●] *
Past 5 primary issuances /secondary 70.00 [●] [●]
transactions, as disclosed above
*To be updated at Prospectus stage
Weighted Average cost of Acquisition (WACA) of all shares transacted to Cap Price
Weighted Cap Price is ‘X’
Range of acquisition
Average Cost times the Weighted
price: Lowest Price -
Period of Acquisition Average Cost of
Highest Price (in ₹)
(in ₹) Acquisition#
The last one year preceding the date of this Draft Red
2.90 0-70 [●]
Herring Prospectus
The last eighteen months preceding the date of this
2.90 0-70 [●]
Draft Red Herring Prospectus
The last three years preceding the date of this Draft
2.90 0-70 [● ]
Red Herring Prospectus
# To be updated once the price band information is available
c) Justification for Basis for Issue Price.
Explanation for Issue Price / Cap Price being [●] price of weighted average cost of acquisition of primary issuance
price / secondary transaction price of Equity Shares along with our Company’s key performance indicators and the
Fiscals 2025, 2024 and 2023.
[●]*
*To be included upon finalization of Price Band
d) The Issue Price is [●] times of the Face Value of the Equity Shares.
The Issue Price of ₹ [●] has been determined by our Company in consultation with the BRLM, on the basis of market
demand from investors for Equity Shares, as determined through the Book Building Process, and is justified in view
of the above qualitative and quantitative parameters. Investors should read the above-mentioned information along
with “Risk Factors”, “Our Business”, “Management Discussion and Analysis of Financial Position and Results of
Operations” and “Financial Information” on pages 33, 211, 344 and 279, respectively, to have a more informed
view. The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” and
you may lose all or part of your investments
137STATEMENT OF SPECIAL TAX BENEFITS
To
The Board of Directors
BLS Polymers Limited
604, Indra Parkash, 21 Barakhamba Road
New Delhi- 110 001 Delhi, India.
AND
Unistone Capital Private Limited
305, A Wing, Dynasty Business Park,
Andheri Kurla Road, Andheri (E),
Mumbai – 400 059,
Maharashtra, India.
(the “Book Running Lead Manager” or the “BRLM”)
Re: Proposed initial public offering of equity shares of ₹10 each (the “Equity Shares”) of BLS Polymers
Limited (the “Company” and such offer, the “Issue”)
Dear Sir(s),
This certificate is issued in accordance with our engagement letter dated December 18, 2024 with the Company.
1. We, Nangia & Co. LLP, Statutory Auditor of the Company, report that the enclosed statement in the
Annexure I and Annexure II, states the possible special tax benefits, available to the Company and its
shareholders, under the direct and indirect tax laws (together “the Tax Laws”) presently in force in India, as
on the date of this certificate so defined in Annexure I. These possible special tax benefits are dependent on
the Company and its shareholders, fulfilling the conditions prescribed under the relevant provisions of the
Tax laws. Hence, the ability of the Company or its shareholders to derive these possible special tax benefits
is dependent upon their fulfilling such conditions, which is based on business imperatives the Company or
its shareholders face in the future and accordingly, the Company and its shareholders may or may not choose
to fulfill.
2. We consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013,
read with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and
included in the Draft Red Herring Prospectus (“DRHP”) of the Company or in any other documents in
connection with the Issue.
3. The Management is responsible for ensuring that the Company complies with the requirements applicable to
companies seeking listing for the first time, as per Securities and Exchange Board of India (Issue of Capital
and Disclosures) Regulations, 2018, as amended, including the preparation and maintenance of all relevant
supporting records and documents.
4. We have performed the following procedures:
a. Obtained the list of applicable acts under the Tax Laws
b. Obtained and reviewed the statement of possible special tax benefits available to the Company and
its shareholders such Tax Laws
5. We do not express any opinion or provide any assurance as to whether:
a. the Company and its shareholders will continue to obtain these benefits in future; or
b. the conditions prescribed for availing the benefits have been/would be met with.
1386. We confirm that the Company has no subsidiaries, either incorporated in India or abroad, whether material
or not, in terms of the Regulation 16, Regulation 24 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
7. The benefits discussed in the enclosed Annexure II cover the possible special tax benefits available to the
Company and/ or its shareholders, and do not cover any general tax benefits available to the Company and/
or its shareholders. Further, the preparation of the enclosed Annexure II and its contents is the responsibility
of the Management of the Company. We were informed that the statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice.
In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised
to consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the proposed initial public offering of equity shares of the Company (the “Proposed Offer”)
particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent
or may have a different interpretation on the possible special tax benefits, which an investor can avail. We are
neither suggesting nor advising the investor to invest in the Proposed Offer based on this statement.
8. The contents of the enclosed Annexures 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.
9. Our views expressed herein are based on the facts and assumptions indicated to us. 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 the Tax Laws 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 shall not be liable to the
Company for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating
to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to the Company and any other person in respect of this Statement, except
as per applicable law.
10. We We have 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 the ethical requirements of the Code of Ethics
issued by the Institute of Chartered Accountants of India. We have also complied with the Code of Ethics and
the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of
Historical Financial Information, and Other Assurance and Related Services Engagements.
11. We confirm that the information in this certificate is true and fair.
12. This certificate is for information and for inclusion (in part or full) in the Draft Red Herring Prospectus and
may be relied upon by the Company, the Book Running Lead Manager and the legal advisor in relation to the
Issue. We hereby consent to the submission of this certificate as may be necessary to SEBI, the Registrar of
Companies, Delhi and Haryana at Delhi (“RoC”), the relevant stock exchanges, any other regulatory authority
and/or for the records to be maintained by the Book Running Lead Manager and in accordance with applicable
law. We hereby consent to this certificate being disclosed by the Book Running Lead Manager, if required by
reason of any law, regulation or order of a court/proceedings or by any governmental or competent regulatory
authority.
13. We confirm that we will immediately communicate any changes in writing in the above information to the
Book Running Lead Manager by the date when the Equity Shares commences trading on the relevant stock
exchanges. In the absence of any such communication from us, the Book Running Lead Manager and the
legal advisor can assume that there is no change to the above information until the Equity Shares commence
trading on the relevant stock exchanges pursuant to the Issue.
Yours faithfully,
For Nangia & Co. LLP
139Firm Registration No. 002391C/N500069
Chartered Accountants
Prateek Agrawal
Partner
Membership No. 402826
UDIN: 25402826BMJBGM1420
Place: Gurugram
Date: August 3, 2025
Encl: As above
Cc:
Legal counsel to the Issue
T&S Law
14 and 15, Logix Technova,
Block B, Sector 132, Noida – 201 304,
Uttar Pradesh, India.
140ANNEXURE I
LIST OF DIRECT AND INDIRECT TAX LAWS (TAX LAWS’)
S No. Details of tax laws
1. Income-tax Act, 1961 and Income-tax Rules, 1962
2. Central Goods and Services Tax Act, 2017
3. Integrated Goods and Services Tax Act, 2017
4. State Goods and Services Tax Act, 2017
5. Goods and Services Tax (Compensation to States) Act, 2017
6. Customs Act, 1962
7. Customs Tariff Act, 1975
8. Foreign Trade Policy 2024
141ANNEXURE II
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO BLS POLYMERS LIMITED
(“THE COMPANY”) AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT AND
INDIRECT TAXES (“TAX LAWS”)
UNDER THE DIRECT TAXES
A. Special tax benefits available to the Company
There are no special tax benefits available to the Company under Direct Taxes.
B. Special tax benefits available to the Shareholders of the Company
• As per Section 112A of the Act, with effect from July 23, 2024, long-term capital gains arising from transfer
of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 12.5%
(without indexation) of such capital gains subject to fulfillment of prescribed conditions under the Act as
well as per Notification No. 15/2024 dated 16 August 2024. It is worthwhile to note that tax shall be levied
where such capital gains exceed INR 125,000.
• Section 112 of the Act provides for taxation of long-term capital gains:
In case of a domestic company / resident, with effect from July 23, 2024, amount of income tax on long-term
capital gains arising from the transfer of a capital asset shall be computed at the rate of 12.5%.
Further, where the tax payable is payable in respect of any income arising from the transfer of a long-term
capital asset, being listed securities (other than a unit) or zero-coupon bond, then, with effect from July 23,
2024, such income will be subject to tax at the rate of 12.5% of the amount of capital gains before giving
effect to the provisions of the second proviso to section 48.
• As per section 111A of the Act, with effect from July 23, 2024, short-term capital gains arising from transfer
of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 20%
subject to fulfillment of prescribed conditions under the Act.
• The dividend income earned by the shareholders would be taxable in their hands and the Company would be
required to deduct tax at source on the dividend paid to the shareholders, at applicable rates. However, in the
case of domestic corporate shareholders, deduction under Section 80M of the Act would be available to fulfil
the conditions (as discussed above). In case of shareholders who are individuals, Hindu Undivided Family,
Association of Persons, Body of Individuals, and every artificial juridical person, surcharge would be
restricted to 15%, where total income includes dividend income and/ or income chargeable under section
111A/112A.
UNDER THE INDIRECT TAXES
C. Special tax benefits available to the Company
• Exemption from payment of tax on interest income earned from bank deposits and other non-current
investments: The Company is entitled to avail exemption on interest income earned from bank deposits and
other non-current investments in terms of Entry No. 28(a) of the Notification No. 9/2017-Integrated Tax
(Rate) dated 28 June 2017, as amended from time to time.
• Zero rated benefit under GST on export of goods: The specific tax benefit of not charging GST on supply
of goods considered as ‘export of goods’ in terms of Section 2(5) of the IGST Act is available to the Company
under Section 16 of the IGST Act upon fulfilment of the specified conditions.
As per Section 2(5) of the IGST Act, the goods shall qualify as ‘export of goods’ means taking goods out of
India to a place outside India.
And in such situations, the Company is required to supply the goods under the cover of letter of undertaking
and the Company is also entitled to claim refund of the unutilized input tax credit accumulated in the
electronic credit ledger owing to the zero-rated nature of supply.
142In cases where GST is discharged by the Company on the export of goods in terms of Section 16 of the IGST
Act, the Company is entitled to claim a refund of such GST paid under Section 54 of the CGST Act.
• Rebate under GST on export of goods with payment of GST
The specific tax benefit of claiming GST on supply of goods with payment of GST on export of goods, read
with Section 2(5) of the IGST Act is available to the Company under Rule 96 (10) of CGST Rules
D. Special tax benefits available to Shareholders
There are no special tax benefits available to the Shareholders under the Indirect Taxes.
For BLS Polymers Limited
Karan Aggarwal
Managing Director
Place: Delhi
Date: August 3, 2025
143SECTION VI – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications, in particular, the report titled “Market Assessment & Industry Report on Polymer Compounding
for cables & coatings Industry” dated July, 2025 prepared by CRISIL Intelligence (the “CRISIL Report”),
exclusively prepared and issued by CRISIL, who were appointed by our Company pursuant to an engagement
letter dated January 22, 2025, and the CRISIL Report has been commissioned by and paid for by our Company
in connection with the Issue. A copy of the CRISIL Report is available on the website of our Company at
https://blspolymers.com/investor/industry-report. There are no parts, data or information (which may be
relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise indicated,
financial, operational, industry and other related information derived from the CRISIL Report and included
herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar
year/ Fiscal. Industry sources and publications are also prepared based on information as of specific dates and
may no longer be current or reflect current trends. Industry sources and publications may also base their
information on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly,
investors must rely on their independent examination of, and should not place undue reliance on, or base their
investment decision solely on this information. The recipient should not construe any of the contents of the
CRISIL Report as advice relating to business, financial, legal, taxation or investment matters and are advised to
consult their own business, financial, legal, taxation, and other advisors concerning the transaction. For more
information, see “Risk Factors – Risk Factor 70 - This Draft Red Herring Prospectus contains information from
an industry report prepared by CRISIL Intelligence, commissioned by us for the purpose of the Issue for an
agreed fee” on page 72. Also see, “Certain Conventions, Currency of Presentation, Use of Financial Information
and Market Data – Industry and Market Data” on page 21.
Global Macroeconomic Overview
Global GDP grew by 3.3% in 2024
Following the COVID-19 pandemic induced 2.7% contraction in global GDP in 2020 - which led to a sharp
slowdown in industrial activity, private consumption, and exports - the world economy grew by a robust 6.6%
in 2021. The adoption of an accommodative monetary policy by major world economies and the injection of
fiscal stimulus measures drove resurgence in consumer spending and business sentiment in 2021. During the
year, emerging economies grew by 7.0%, while their developed counterparts grew by 6.0%. There were,
however, also restraints emanating from the Omicron coronavirus variant, China’s strict zero-Covid policy, and
elevated budgetary deficits in 2021.
Developing economies experienced a varied but significant recovery from the COVID-19 pandemic, driven
largely by the revival of grassroots consumption and the transportation sector. Despite income declines reported
from late 2021 through 2022, grassroots consumption helped revive local economies by maintaining demand for
goods and services essential to everyday life. Community-driven responses such as mutual aid initiatives, relief
distribution, and urban gardening further supported this recovery by addressing immediate hardships and
fostering social cohesion, thereby sustaining consumption even under challenging conditions. Government
interventions and policy measures that provided direct support to households also contributed to a faster-than-
expected stabilization of consumption patterns from mid-to-late 2021 onward, although the pace of recovery
varied across regions depending on local economic and income trends.
The global economy grew by 3.3% in 2024, as weakness continues to prevail in advanced economies such as the
UK, Japan, and the Eurozone. While gradually easing price pressures, coupled with a normalization of monetary
policy during H2 2024 provided some respite, mounting geopolitical tensions and sluggish trade flows caused
some short-term setbacks.
As per International Monetary Fund, the global economy is expected to grow by 2.8% in 2025 due to increasing
trade tensions, policy uncertainty, and the resulting negative economic impacts. Emerging economies and
advanced countries are estimated to grow by 3.7% and 1.4%, respectively in 2025. The trade conflict has led to
increased uncertainty, which has weighed on business confidence, reduced investment, and disrupted global
supply chains, thereby slowing economic activity worldwide.
144Real GDP Growth(%) 2010-2029F
8.0
6.6
6.0
5.2
4.1
3.8 3.7
4.0 3.4 3.4 3.5 3.4 3.3 3.5 3.3 3.2 3.2 3.2
2.9 2.8 3.0
3.6
2.0
0.0
0 1 2 3 4 5 6 7 8 9 0 1 2 3 4 E F F F F
201 201 201 201 201 201 201 201 201 201 202 202 202 202 202 025 026 027 028 029
2 2 2 2 2
-2.0
-2.7
-4.0
Note: E-Estimated, F-Forecast
Source: International Monetary Fund (IMF) World Economic Outlook April 2025
Real GDP Growth Comparison
Emerging market
United Advanced
Year World India China Europe Japan and developing
States Economies
economies
2010 5.2 8.5 2.7 10.6 2.5 4.1 3.1 7.2
2011 4.1 5.2 1.6 9.6 2.3 0.0 1.8 6.1
2012 3.4 5.5 2.3 7.8 0.3 1.4 1.2 5.3
2013 3.4 6.4 2.1 7.8 0.5 2.0 1.5 4.9
2014 3.5 7.4 2.5 7.5 1.6 0.3 2.1 4.7
2015 3.4 8.0 2.9 7.0 1.6 1.6 2.4 4.3
2016 3.3 8.3 1.8 6.8 1.7 0.8 1.8 4.4
2017 3.8 6.8 2.5 6.9 2.8 1.7 2.6 4.8
2018 3.7 6.5 3.0 6.8 2.3 0.6 2.3 4.7
2019 2.9 3.9 2.6 6.1 2.0 -0.4 1.9 3.7
2020 -2.7 -5.8 -2.2 2.3 -5.4 -4.2 -4.0 -1.7
2021 6.6 9.7 6.1 8.6 6.4 2.7 6.0 7.0
2022 3.6 7.6 2.5 3.1 2.4 0.9 2.9 4.1
2023 3.5 9.2 2.9 5.4 1.3 1.5 1.7 4.7
2024 3.3 6.5 2.8 5.0 1.7 0.1 1.8 4.3
2025E 2.8 6.2 1.8 4.0 1.3 0.6 1.4 3.7
2026F 3.0 6.3 1.7 4.0 1.5 0.6 1.5 3.9
2027F 3.2 6.5 2.0 4.2 1.6 0.6 1.7 4.2
2028F 3.2 6.5 2.1 4.1 1.6 0.6 1.7 4.1
2029F 3.2 6.5 2.1 3.7 1.5 0.5 1.7 4.1
Note: E-Estimated, F-Forecast
Source: International Monetary Fund (IMF) World Economic Outlook April 2025
Global Inflation was at 5.8% in 2024
Global inflation declined steadily from 3.6% in 2010 to 2.7% in 2016 due to post-crisis recovery and
accommodative policies. Between 2017 and 2020, it stabilized between 3.2% and 3.6%. However, it started
increasing in 2021 and spiked sharply to 8.6% in 2022, driven by pandemic-related disruptions, supply chain
issues, and geopolitical tensions, such as the Russia-Ukraine war, which significantly impacted energy and
145commodity prices. The inflation fall from 6.7% in 2023 to 5.8% by 2024 and is likely to reach 4.2% in 2025.
The chemical industry has been heavily affected by inflation through rising raw material and transportation costs,
disrupted supply chains, and weaker downstream demand, particularly in sectors like automotive and packaging.
The global economy continues to experience high rates of inflation and though inflation appears to be gradually
declining in certain parts of the world, inflationary pressure and price uncertainty is expected to continue in 2024.
In the 2024-2029 period, global headline inflation is forecast to average 3.9%.
Inflation Rate (Average Consumer Prices) (%) 2010-2029F
Note: E-Estimated, F-Forecast
10
8.6
9
8
6.6
7 5.7
6 4.9
4.3
5 4.0
4 3.6 3.5 3.2 2.7 2.7 3.2 3.6 3.5 3.3 4.7 3.6 3.3 3.2 3.2
3
2
1
0
0 1 2 3 4 5 6 7 8 9 0 1 2 3 4 E F F F F
1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 5 6 7 8 9
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 2 2 2 2
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 0 0 0 0 0
2 2 2 2 2
Source: International Monetary Fund (IMF) World Economic Outlook April 2025
India Macroeconomic Overview
India’s GDP grew at 6.5% in 2024
The Indian economy posted a robust economic rebound of 9.7% in 2021, following the Covid-19 induced 5.8%
GDP contraction in 2020. In response to the economic challenges posed by the COVID-19 pandemic, India
implemented a series of comprehensive structural reforms aimed at revitalizing its manufacturing sector and
enhancing its global competitiveness. The government's disinvestment strategy underwent a significant
transformation, the new approach facilitated landmark privatizations such as Air India's acquisition by the Tata
Group. The primary objectives behind this disinvestment push were to reduce the fiscal burden on government
finances, improve operational efficiency through private sector management, and generate substantial resources
for funding critical development programs. The Indian government as part of its proactive fiscal and monetary
policies introduced several stimulus measures such as loan moratoriums, credit guarantees, and direct cash
transfers to support businesses and households during the year. These measures helped sustain domestic
consumption and mitigate the economic impact of the pandemic in 2021. Recovery within manufacturing as well
as the services industry – particularly within segments such as information technology, healthcare, and e-
commerce – provided further impetus.
GDP growth fell to 7.6% in 2022, mainly due to the Russia-Ukraine war and the resultant supply disruptions
which led to a sharp increase in food and fuel prices. To curtail these high price pressures, the Reserve Bank of
India (RBI) adopted a restrictive monetary policy – with the repo rate hiked to 6.25% by the end of 2022. This
dampened consumer spending and business confidence during the year. As per International Monetary Fund
(IMF) World Economic Outlook April 2025, GDP grew by 9.2% in 2023 considering strong domestic
consumption and demand, public infrastructure investment and an upswing in household investments in real
estate.
India’s real GDP grew by 6.5% in 2024, a bright spot in an otherwise subdued global economic environment.
The focus on infrastructural development, expanding manufacturing and services sectors, resilient credit growth
and robust private consumption propelled economic momentum in 2024. However, in 2025 India’s economic
growth perform slightly weaker due to the uncertainty which could arise from shifts in US trade policy, which
may further impact the global economic landscape. As per IMF, the grow is estimated to grow by 6.2% in 2025.
Over the forecast period, the Indian economy is likely to grow by more than 6%. Consistent public expenditure
on building and upgrading infrastructure and connectivity, boosting the scalability and uptake of the digital
economy, strengthening domestic green energy generation capabilities, and undertaking economic policies that
foster inclusive social development will be at the forefront of India’s long-term economic vision.
146Real GDP Growth Comparison (%) 2010-2029F
Note: E-Estimated, F: Forecast
15
10
5
0
-5
-10
-15
2025 2026 2027 2028 2029
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
E F F F F
India 8.5 5.2 5.5 6.4 7.4 8.0 8.3 6.8 6.5 3.9 -5.8 9.7 7.6 9.2 6.5 6.2 6.3 6.5 6.5 6.5
United States 2.7 1.6 2.3 2.1 2.5 2.9 1.8 2.5 3.0 2.6 -2.2 6.1 2.5 2.9 2.8 1.8 1.7 2.0 2.1 2.1
Europe 2.5 2.3 0.3 0.5 1.6 1.6 1.7 2.8 2.3 2 -5.4 6.4 2.4 1.3 1.7 1.3 1.5 1.6 1.6 1.5
United Kingdom 2.2 1.1 1.5 1.8 3.2 2.2 1.9 2.7 1.4 1.6 -10.3 8.6 4.8 0.4 1.1 1.1 1.4 1.5 1.5 1.4
China 10.6 9.5 7.8 7.8 7.5 7.0 6.8 6.9 6.8 6.1 2.3 8.6 3.1 5.4 5.0 4.0 4.0 4.2 4.1 3.7
Advanced Economies 3.1 1.8 1.2 1.5 2.1 2.4 1.8 2.6 2.3 1.9 -4.0 6.0 2.9 1.7 1.8 1.4 1.5 1.7 1.7 1.7
Emerging Market and Developing Economies 7.2 6.1 5.3 4.9 4.7 4.3 4.4 4.8 4.7 3.7 -1.7 7.0 4.1 4.7 4.3 3.7 3.9 4.2 4.1 4.1
Source: International Monetary Fund (IMF) World Economic Outlook April 2025
147India’s Inflation
India Inflation Rate (Average Consumer Prices) (%) 2010-2029F
12
10.0
9.4 9.4
10
8.1
8 6.7
6.2
5.8
5.4
6 4.9 4.5 4.8 4.7 4.2 4.1 4.0 4.0 4.0
3.6 3.4 5.5
4
2
0
0 1 2 3 4 5 6 7 8 9 0 1 2 3 4 E F F F F
201 201 201 201 201 201 201 201 201 201 202 202 202 202 202 025 026 027 028 029
2 2 2 2 2
Note: E-Estimated, F-Forecast
Source: International Monetary Fund (IMF) World Economic Outlook April 2025
During the period from 2010 to 2013, inflation remained persistently high, ranging between 8.1% and 10.0%.
This phase was driven primarily by supply-side constraints, high global crude oil prices, and elevated food
inflation. From 2014 onward, inflation began to moderate, declining sharply to 5.8% in 2014 and eventually
reaching a low of 3.4% in 2018. This period of moderation was the result of falling global oil prices, improved
agricultural productivity, and tighter monetary policy measures implemented by the RBI.
However, the onset of the COVID-19 pandemic in 2020 disrupted this trend. Inflation rose to 6.2% due to supply
chain bottlenecks and cost- push pressures, before dropping to 5.5% in 2021 as conditions began to stabilize.
Following a surge in India’s annual inflation to 6.7% in 2022 amidst the adverse impacts of the Russia-Ukraine
war on global commodity prices and supply chain disruptions, inflation for 2023 stood at 5.4%. IMF estimated
inflation at 4.7% in 2024. Food inflation has been taking a toll on the Indian economy since 2023, with several
categories witnessing significant inflation. This includes oils and fats at +17.9% YOY, fruits at +12.7% YOY,
personal care and effects at +13.5% YOY, cereals and products at +4.8% YOY, non-alcoholic beverages at
+4.6% YOY, sugar and confectionery at +4.1% and housing at +3.2% YOY in May 2025.
Since May 2022, the RBI implemented a significant tightening cycle, raising the repo rate by a cumulative 250
basis points from 4.0% to 6.5% to counter post-pandemic inflationary pressures. This rate remained unchanged
since February 2023, with the central bank maintaining a "withdrawal of accommodation" stance till January
2025. In 2025, the central bank reduced the report rate by 100 bps to 5.5% for the third consecutive policy
review. In the long run, India’s annual inflation is forecast to average ~4.1%, well within the central bank’s
target range of 4.0±2%.
GDP per capita at current prices and its growth
India’s GDP Per Capita (at current prices) is likely to reach ~USD 4,089 by 2029, growing at a CAGR of 9.2%
between 2025 and 2029. This boost in per capita GDP levels will play a crucial role in propelling India’s vision
to become a USD 5 trillion economy by 2030. This upward trend in per capita GDP levels will be supported by
domestic structural reforms, fiscal prudence, monetary policy stability, reduced input costs, falling price
pressures, political stability, and rapid urbanization.
Expansion of capacity utilisation and productivity across critical sectors such as manufacturing, transport,
infrastructure, construction, chemicals, telecom, and financial services will lead to a sustained growth in GDP
per capita levels, with positive spillovers being witnessed in India’s economic growth.
Increased infrastructural investment inflows, an accelerating green transition, strengthening energy and
commodity supply chains, and building multi-industry economies of scale for the digital economy will boost
competitiveness, enhance efficiency, and create new job opportunities, thus promoting India’s transition to an
upper-income country over the coming decade. However, geopolitical tensions, extreme climate events, and
international financial sector volatility can present short-term to medium-term challenges to this growth outlook.
148GDP per capita, at current prices (US Dollars) and growth, %, India, 2010-2029F
4,089
3,744
3,426
3,136
2,878
2,711
2,547
2,361
2,250
1,9581,9742,050
1,916
1,714
1,5601,590
1,3511,4501,4341,438
2 0 1 0 2 0 1 2 2 0 1 4 2 0 1 6 2 0 1 8 2 0 2 0 2 0 2 2 2 0 2 4 2 0 2 6 F 2 0 2 8 F
Note: F-Forecast
Source: International Monetary Fund (IMF) World Economic Outlook October 2024
PFCE (% of GDP) and growth
Private Final Consumption Expenditure (PFCE) has remained an important factor in insulating the Indian
economy, contributing to over 60.0% of the country’s GDP. PFCE picked up steam after a brief plunge in 2020
due to the pandemic. In FY-24, PFCE witnessed growth of 9.7% compared to the previous year. A pattern has
been emerging in India’s demand recovery thus far, by which demand growth for mid-premium products has
been stronger, while that for budget and entry-level products has been weaker. Looking at automotive sales, for
example, sales for entry-level cars saw some challenges in 2023, while luxury car sales growth was strong.
Private Final Consumption (INR 000’Bn) and Growth, %, India, FY12 to FY28F
181
165
144
122 121
112
100
91
81
72
65
56
49
Y 1 2 Y 1 3 Y 1 4 Y 1 5 Y 1 6 Y 1 7 Y 1 8 Y 1 9 Y 2 0 Y 2 1 Y 2 2 Y 2 3 Y 2 4
F F F F F F F F F F F F F
Source: MOSPI
Index of Industrial Production IIP & its growth
Robust growth in the manufacturing, mining, as well as the electricity sectors helped overall industrial activity
expand by 3.5% year-on-year (YoY) in October2024. The IIP growth rates for electricity, mining, and
manufacturing stood at 2.0%%, 0.9%, and 4.1%, respectively, over the same period. Infrastructure/capital goods
1
IIP, as per the use-based classification , posted the largest growth at 9.7% in 2023-24 compared to the previous
fiscal, followed by capital goods and the primary goods categories at 6.3% and 6.1%, respectively. In
October2024, the highest IIP year-on-year growth was posted by consumer durables and infrastructure/capital
1
6 Use-based categories have been defined: Primary Goods, Capital Goods, Infrastructure/ Construction Goods, Intermediate Goods, Consumer Durables,
Consumer Non-durables. Full definitions on page 4 of IIP FAQ
149goods at 5.9% and 4.0%, respectively, whereas intermediate and consumer non-durable goods’ IIP growth stood
2
at 3.7% and 2.7%, respectively.
IIP Growth (%) 2015-2023
134%
20%
5% 9% 8% 11% 6%
-57%
Source: MOSPI
Polymer Compounding Market Assessment
Polymer Industry
The polymer industry in India stands as one of the most significant sectors in the country's manufacturing
landscape, playing a crucial role in economic development. India's polymer industry has demonstrated consistent
growth over the years, primarily driven by increasing demand across various sectors. The industry is broadly
categorized into two main segments: commodity polymers and engineering polymers. Commodity polymers,
including High Density Polyethylene (HDPE), Medium Density Polyethylene (MDPE), Cross Linked
Polyethylene (XLPE), Low Density Polyethylene (LDPE), Linear Low Density Polyethylene (LLDPE),
Halogen-Free Flame Retardant (HFFR) and Polyvinyl Chloride (PVC), which are commonly known as co-
polymers, form the backbone of the industry and find widespread use in everyday applications. Engineering
polymers, such as Acrylonitrile Butadiene Styrene (ABS), Nylon, Polycarbonate, and Polyethylene
Terephthalate (PET), cater to more specialized and technical applications, commanding higher value in the
market.
The applications of polymers in India span across numerous sectors, with packaging emerging as the largest
consumer. Other significant application areas include agriculture, automotive, construction, consumer goods,
and electronics. This diverse application base has helped the industry maintain steady growth even during
economic downturns. The growth is further fueled by several key drivers, including rapid urbanization, rising
disposable income levels, increasing industrialization, and supportive government initiatives like the "Make in
India" program.
India Polymer Imports, Metric Tons, FY-22 to FY-25
HS Code Products FY-21 FY-22 FY-23 FY-24 FY-25
39011010 & LINEAR LOW DENSITY 355,08 365,48
672,377 662,243 428,123
39014010 POLYETHYLENE (LLDPE) 0 9
LOW DENSITY POLYETHYLENE 179,98 225,09
39011020 209,564 322,966 328,044
(LDPE) 7 4
OTHER (POLYETHYLENE HVNG 256,28 222,45
39011090 278,393 307,910 314,526
A SPFC GRVTY < 0.94) 7 3
POLYETHYLENE HVNG A 645,46 661,69 1,447,57 1,871,84 1,145,72
39012000
SPCFC GRVTY 0.94 /MORE 1 8 4 6 9
2
MOSPI
150
31-rpA 31-guA 31-ceD 41-rpA 41-guA 41-ceD 51-rpA 51-guA 51-ceD 61-rpA 61-guA 61-ceD 71-rpA 71-guA 71-ceD 81-rpA 81-guA 81-ceD 91-rpA 91-guA 91-ceD 02-rpA 02-guA 02-ceD 12-rpA 12-guA 12-ceD 22-rpA 22-guA 22-ceD 32-rpA 32-guA 32-ceD 42-rpA 42-guAHS Code Products FY-21 FY-22 FY-23 FY-24 FY-25
ETHYLENE-VINYL ACETATE 189,58 182,00
39013000 206,182 235,318 297,581
COPOLYMERS 1 4
165,00 165,60
39019000 OTHER (MIX LLDPE/HDPE) 180,954 183,707 160,554
6 9
Source: Ministry of Commerce and Industry
Polymer Compounding
Polymer compounding is a melt blending process where a thermoplastic resin is combined with additives and
reinforcements such as anti-oxidants, UV stabilizers, impact modifiers, colorants, flame retardants, glass fibers,
or minerals to create materials with specific properties. The process involves determining the formulation for
the compound, pre-blending ingredients or feeding them separately into an extruder, and mixing the resin and
additives in a melt state inside the extruder barrel. The molten plastic is then forced through a die plate, cooled
in a water bath, and chopped into cylindrical pellets. These additives are incorporated to improve properties such
as strength, stiffness, colour, flammability resistance, tribological performance, or electrical and thermal
conductivity, with the specific types determined by the desired final properties or end-use application. Polymer
compounding enables the creation of custom-tailored materials for various industries, allowing manufacturers
to meet specific requirements.
Based on the type of applications, materials used, volumes, polymer compounding can be categorized as
commodity polymer compounding and engineering polymer compounding.
Commodity Polymer Compounding
Commodity polymer compounding represents a fundamental segment of the polymer processing industry,
focusing on the modification of basic, high-volume polymers that are extensively used in everyday applications.
This sector primarily deals with materials such as Polyethylene (PE) including HDPE, LDPE, LLDPE,
Polypropylene (PP), Polyvinyl Chloride (PVC), and Polystyrene (PS), which are collectively known as co-
polymers. These compounds are characterized by their relatively straightforward processing requirements, lower
cost structures, and standard performance properties, making them ideal for mass-production applications such
as packaging materials, consumer goods, agricultural films, and basic construction materials.
The market dynamics of commodity polymer compounds are characterized by high volumes and lower margins,
with competition primarily driven by price considerations. The supply chain tends to be simpler, with multiple
suppliers available and standard logistics arrangements sufficient for material handling and distribution.
Environmental considerations for commodity compounds typically involve basic recycling capabilities and
standard waste management practices, adhering to general environmental compliance requirements.
Commodity Polymer Base Materials
Material Description
Polyethylene (PE) High-Density Polyethylene (HDPE): Characterized by high strength-to-density
ratio, excellent chemical resistance, and good processability. Commonly used in
bottles, pipes, and containers.
Low-Density Polyethylene (LDPE): Features high flexibility, good clarity, and easy
processing. Primary applications include films, bags, and flexible packaging.
Linear Low-Density Polyethylene (LLDPE): Combines strength and flexibility
with good impact resistance. Widely used in films, stretch wrap, and packaging
materials.
Polypropylene (PP) - Offers excellent chemical resistance, good fatigue resistance, and low density
- Features high stiffness and good heat resistance
- Common applications include automotive parts, packaging, and household goods
- Available in homopolymer and copolymer grades for different applications
Polyvinyl Chloride (PVC) - Known for durability, fire resistance, and cost-effectiveness
- Available in rigid and flexible grades
- Excellent chemical resistance and weatherability
- Widely used in construction, pipes, profiles, and medical applications
Polystyrene (PS) - Available in general purpose and high impact grades
- Features good clarity, rigidity, and easy processing
- Limited heat resistance but excellent dimensional stability
- Common in disposable items, packaging, and consumer goods
151Engineering Polymer Compounding
Engineering polymer compounding, represents a more specialized and technically demanding segment of the
industry, focusing on high-performance polymers designed for applications requiring superior mechanical,
thermal, or chemical properties. This sector works with sophisticated materials such as Polyamide (PA/Nylon),
Polycarbonate (PC), Polybutylene Terephthalate (PBT), Acrylonitrile Butadiene Styrene (ABS), and various
high-performance blends. These compounds are developed for demanding applications in automotive
components, electronic parts, industrial machinery, aerospace components, and medical devices, where
performance and reliability are crucial.
The market for engineering polymer compounds is characterized by lower volumes but higher margins, with
competition based more on technical performance and reliability than price alone. The supply chain is more
complex, often involving limited suppliers and requiring specialized logistics for material handling and storage.
Environmental considerations are typically more demanding, with complex recycling requirements and stricter
environmental regulations governing both production and disposal.
Engineering Polymer Base Materials
Material Description
- Excellent mechanical strength and wear resistance
- Good chemical resistance and thermal stability
Polyamide (PA/Nylon) - Available in various grades (PA6, PA66, PA12, etc.)
- Widely used in automotive, electrical, and industrial applications
- Superior fatigue resistance and low friction properties
- Outstanding impact strength and optical clarity
- High heat resistance and dimensional stability
Polycarbonate (PC) - Excellent electrical properties
- Used in automotive glazing, electronics, and medical devices
- Good UV resistance when properly stabilized
- High strength and stiffness
- Excellent electrical properties and chemical resistance
Polybutylene
- Good dimensional stability and low moisture absorption
Terephthalate (PBT)
- Common in electrical/electronic components and automotive parts
- Fast crystallization for efficient processing
- Good impact strength and surface appearance
- Excellent balance of properties
Acrylonitrile Butadiene
- Easy to process and paint
Styrene (ABS)
- Used in automotive, appliances, and consumer goods
- Available in various grades for specific applications
- High strength and stiffness
- Excellent dimensional stability
Polyoxymethylene - Low friction and good wear resistance
- Used in precision parts and mechanical components
- Good chemical resistance
PC/ABS: Combines strength of PC with processability of ABS
PA/PPE: Offers enhanced heat resistance and dimensional stability
High-Performance Blends
PC/PBT: Provides good chemical resistance with impact strength
- Custom blends for specific application requirements
The distinction between commodity and engineering polymer compounding extends beyond just materials and
processes. Engineering compounds require extensive technical support and often involve close collaboration
between compounders and end-users to develop custom solutions for specific applications. Innovation in
engineering compounds focuses on performance enhancement and new property development, while commodity
compound innovation typically centers on cost reduction and process optimization. The storage and handling
requirements for engineering compounds are also more demanding, often requiring controlled conditions to
maintain material properties.
Polymer compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and
cables used in power, telecommunication and railway industries as well as coating of underground oil, gas and
water pipelines, in order to provide a protective infrastructure from corrosion and external environmental factors.
152In the wire and cable industry, polymers serve crucial functions in electrical insulation, mechanical protection,
and overall cable performance. HDPE and adhesive coating compounds are key layers of 3LPE (three layer
polyethylene) system (“3LPE Coating” i.e. Pipe Coating) used for coating of oil, gas and water distribution
pipelines. 3LPE Coating is an effective solution for protecting high-capital-intensive pipelines from corrosion,
chemicals and moisture, thereby ensuring long-term durability.
Polyethylene compounds
PE compounds are widely used in wires and cables for insulation, jacketing and sheathing purposes. The
specialised compounds manufactured through these polymers are used in critical industries such as power and
telecommunication.
HDPE and adhesive coating compounds
A 3LPE Coating system consists of three layers, viz., a base layer of fusion bonded epoxy, an intermediate
adhesive layer, and an outer layer of HDPE. The adhesive used in these pipelines is specially formulated to
ensure compatibility between the epoxy and the polyethylene layers, enabling the layers to work as a single,
integrated protective system. The final HDPE layer provides mechanical strength and shields the pipeline from
soil stress, impact, and moisture. Together, these three layers offer long-lasting corrosion protection and
mechanical durability, making 3LPE Coatings ideal for pipelines laid underground or in harsh environments.
Cross-linked polyethylene compounds
XLPE compounds are widely used as insulating materials in power cables due to their thermal, electrical, and
mechanical properties. XLPE is produced by chemically cross-linking polyethylene chains, which transforms
the thermoplastic polymer into a thermoset material. This cross-linking process significantly enhances the
material’s ability to withstand high temperatures, electrical stress, and environmental factors such as moisture
and chemicals. In power cable applications, XLPE insulation provides superior dielectric strength and thermal
resistance, allowing cables to operate safely at elevated temperatures continuously, withstanding short-circuit
conditions. Additionally, XLPE offers mechanical toughness, abrasion resistance, and long-term stability,
making it ideal for both low-voltage and high-voltage power transmission and distribution systems. Its low
dielectric constant and low dissipation factor also contribute to energy efficiency in electrical networks. Overall,
XLPE compounds have become the preferred choice for modern cable insulation due to their durability,
reliability, and performance under demanding service conditions. In accordance with the end use application,
we undertake modifications in the basic polymer structure to modify the effectiveness of the finished product.
Halogen free flame retardant compounds
HFFR compounds are extensively used in cable insulation. In addition to their insulation and flame retardant
properties, these compounds reduce the emission of toxic and corrosive gases during combustion. A key benefit
is their ability to produce low smoke, critically improving visibility for evacuation during fire incidents.
Furthermore, HFFR compounds are characterized by zero or very low halogen acid gas emission, eliminating
the release of harmful, corrosive gases, thereby protecting human health and sensitive equipment. Their
applications span building and construction, including public buildings, high-rise residential areas, and critical
infrastructure.
Polyvinyl chloride compounds
PVC compounds are used in house wires and electrical cables due to their balance of electrical, mechanical, and
chemical properties. They serve as both insulation and sheathing material, offering good dielectric strength and
resistance to moisture, abrasion, and various chemicals. The inherent flame-retardant nature, enhanced through
the use of additives, makes PVC compounds one of the safer choices for domestic wiring applications. These
compounds are also flexible and easy to process, allowing for efficient manufacturing and installation in a
variety of residential and commercial settings. They can be tailored to meet specific performance requirements
by adjusting plasticizers, stabilizers, and fillers in the formulation. While not halogen-free, PVC compounds
provide adequate fire performance and cost-effectiveness, which has made it a dominant material in the low-
voltage cable segment.
Cable-Filling compounds and other products
153CFC compounds offer water resistance, thermal resistance and dielectric properties, which slow down the
deterioration of the cable during its service life. CFC are jacketed on wires and cables for protecting them from
extreme weathering situations and various voltage capacities. These compounds are primarily used for sheathing
and jacketing of polyethylene insulated jelly filled cables.
Semi-conductive compounds are used in tandem with XLPE compounds to reduce electrical stress for
preventing partial discharge and premature electric failure. It also gives uniform electric field distribution, which
is crucial for high voltage segments thereby allowing consistent performance.
Peroxide cross linkable compounds are widely used as crosslinking agents in the manufacture of XLPE and
ethylene propylene rubber insulation materials for wires and cables. These compounds are used primarily in
power cables, control cables, signal and instrumentation cables, renewable energy cables, railways, metro and
telecommunication cables.
Cross linked halogen free flame retardant compounds are widely used for manufacturing solar cables. Maleic
anhydride grafted polyethylene compounds are used in multilayer films to improve adhesion between different
layers. This enhances the strength and durability of the films, making them suitable for applications such as food
packaging, medical packaging, and industrial use.
Global Polymer Compounding Market, Industry Size (USD million), 2019-2029F
1,03,086
95,984
89,370
83,212
77,479
72,141
65,300 67,170
60,405
55,920
51,730
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Source: CRISIL Intelligence
The global polymer compounding market stood at USD 67,170 million in 2023, growing with a CAGR of 6.7%
from 2019. The market is expected to grow with a CAGR of 7.4% till 2029, reaching a value of USD 103,086
million. The growth is driven by technological advancements, rising demand for polymers in key end use sectors
including automotive, construction, electrical appliances, wire & cables and electrical & electronics. Because of
their great performance, light weight, cost effectiveness, polymers are frequently employed as alternatives to
items made of metal and mineral material. Automotive OEMs are increasingly turning to plastics as substitutes
for metals like steel and aluminium in vehicle components. This shift is driven by regulatory interventions aimed
at reducing vehicle weights to improve fuel efficiency and decrease carbon emissions. Expanding power grids,
renewable energy projects (solar, wind, hydro), and the modernization of existing power transmission networks
are major drivers for wire and cable demand, driving the polymer compounding market.
154Global Polymer Compounding Market by Application, USD 72,141 million, 2024
Others
7%
Electrical and
Electronics
16%
Automotive
43%
Furniture
17%
White
Goods
17%
Source: CRISIL Intelligence
Automotive sector holds the dominant share at ~43% of the overall market, making it the largest consumer of
polymer compounds. This dominance is largely due to the increasing demand for lightweight, durable, and high-
performance materials in vehicle manufacturing. Polymer compounds are extensively used in interior and
exterior automotive components, including dashboards, bumpers, wire harnesses, under-the-hood parts, and
protective coatings. The shift towards electric vehicles and the stringent emission regulations across regions are
further boosting the demand for advanced polymer materials in this segment.
The white goods and furniture segments, each contributing ~17%, also play a significant role in driving market
growth. In the white goods industry—which includes appliances such as refrigerators, washing machines, and
air conditioners—polymer compounds like ABS, polypropylene, and polycarbonate are preferred for their
moldability, strength, thermal insulation, and electrical resistance. Similarly, in the furniture sector, polymers
offer benefits such as design flexibility, surface finish, impact resistance, and longevity, making them suitable
for manufacturing modular and ergonomically designed furniture.
The electrical and electronics segment, with a ~16% share, is another crucial contributor to the polymer
compounding market. This segment primarily drives the demand for polymer compounds used in wires and
cables, which are critical in residential, commercial, and industrial applications. Compounds such as PVC,
XLPE, HDPE, LDPE, LLDPE AND HFFR, commonly known as copolymers, are widely used for insulating
wires and cables, offering excellent electrical insulation, flame resistance, and environmental durability. The
rising demand for power infrastructure, smart grids, broadband networks, and electric mobility is significantly
increasing the consumption of such compounds in this sector.
Additionally, the pipe coatings market, falling under the broader Others category (7%) along with packaging,
and health care applications, is a niche but rapidly growing application area. Here, polymer compounds are used
in protective coatings for steel and plastic pipelines. Materials such as PE and PP based compounds are
engineered with additives to provide corrosion resistance, mechanical strength, and thermal stability. These
coatings are vital in extending pipeline life and ensuring safety and performance, especially in harsh
environments. The growth of gas distribution networks, particularly in emerging markets and urban
infrastructure projects, is contributing to the increasing demand for high-performance polymer coatings.
Global Polymer Compounding Market by Region, USD 72,141 million, 2024
155MEA
Latin America 6%
11%
Asia Pacific
Europe
46%
18%
North
America
19%
Source: CRISIL Intelligence
Among all the nations the Asia Pacic is the most significant shareholder and is estimated to account for ~46%
of the total market share. This significant share is due to the region's strong manufacturing capabilities, rapid
industrialization, and increasing demand from key end-use industries such as automotive, electronics, consumer
goods, and construction. Countries like China, India, Japan, and South Korea are major contributors due to their
cost-effective labor, expanding infrastructure, and growing urbanization. Furthermore, favorable government
policies, foreign direct investments, and the rising demand for lightweight and high-performance materials are
further accelerating the growth of polymer compounding in the Asia Pacific region.
North America and Europe follows, accounting ~19% and ~18% of the market share, respectively. In North
America, market growth is primarily driven by technological advancements and rising demand for high-
performance polymers in sectors such as automotive, healthcare, aerospace, and electricals. The region also
witnesses significant developments in bioplastics and sustainability-focused innovations. Europe, being a
mature market, maintains its position through stringent environmental regulations that encourage the use of
recyclable and sustainable polymer compounds. The demand is further supported by the automotive industry,
especially in countries like Germany, which emphasizes lightweight and fuel-efficient vehicles using advanced
polymer compounds.
Latin America, accounting ~11% to the global market, is gradually emerging as a key region due to increased
automotive production in countries like Brazil and Mexico, along with growth in the packaging and construction
sectors. Government support for industrial development and infrastructure expansion is also playing a vital role
in boosting demand for polymer compounds in the region. The Middle East and Africa (MEA) region, currently
holds the smallest share at ~6%. This is largely due to large-scale infrastructure projects in the GCC countries,
rising urbanization, and growing demand for consumer goods and automotive components.
Global Polymer Compounding Market by Country, USD 72,141 million, 2024
Others
19%
Italy
2% China
Spain
27%
2%
France
2%
UK
3%
Russia US
3% 17%
Canada
India
3%
South Korea 13%
3% Germany Japan
3% 3%
Source: CRISIL Intelligence
China leads the market significantly with a value of USD 19,217 million, representing ~27% of the global share.
This dominance is driven by China's expansive manufacturing base, rapid industrialization, and its role as a
global hub for electronics, automotive, white goods, and infrastructure development. The country heavily
156utilizes polymer compounds in electric vehicles (EVs), consumer electronics, and extensive infrastructure
networks, particularly in applications like wires and cables, telecommunication cables, and pipe coatings.
The United States follows with a market value of USD 12,456 million and share of ~17%. US polymer
compounding industry is supported by a strong presence of original equipment manufacturers (OEMs),
especially in the automotive and aerospace sectors, and an advanced consumer appliance industry. Polymer
compounds in the US are extensively used for lightweighting in automobiles, corrosion protection in oil and gas
pipelines, and insulation in electric and telecommunication cables. The country’s push toward green building
solutions and renewable energy has further spurred demand for specialized polymer compounds.
India, with USD 9,031 million and ~13% share, has emerged as one of the fastest-growing markets due to
expanding industrialization, infrastructure growth, and increased manufacturing in automotive and electronics.
The rising consumption of passenger vehicles and rapid electrification across rural and urban India has
significantly increased demand for polymer compounds, particularly in wires and cables, telecommunications,
and pipe coatings. Additionally, India’s growing middle-class population has led to an increased demand for
white goods, which use aesthetic and durable polymer compounds in their outer bodies and internal components.
Japan holds ~3% market share, with its strengths lying in automotive innovation and high-end electronics. The
Japanese automotive industry uses polymer compounds for high-performance applications such as interiors,
under-the-hood components, and exterior panels. Moreover, Japan’s consumer electronics sector, known for
compact and efficient designs, uses miniaturized and flame-retardant compounds in appliances and telecom
devices.
Germany, contributing USD 2,472 million and ~3% market share, stands out in Europe for its engineering
expertise, particularly in the automotive sector. German automotive giants like BMW, Volkswagen, and Audi
use compounded polymers for structural and aesthetic components to improve fuel efficiency and reduce
emissions. Germany’s push toward sustainable construction and renewable energy solutions also boosts demand
for polymer compounds in pipe coatings and electric cables.
South Korea, with USD 2,310 million market, sees major use of polymer compounds in electronics, telecom
infrastructure, and automotive manufacturing. The country is at the forefront of 5G deployment, which requires
advanced telecom cable materials, and is home to global brands like Hyundai, Kia, Samsung, and LG, all of
which rely heavily on high-performance polymers for manufacturing durable and lightweight products.
Canada and Russia, each with a market value of over USD 2,200 million, primarily use polymer compounds in
their construction, oil and gas, and infrastructure sectors. Russia, in particular, has strong demand in pipe
coatings due to its vast oil and gas pipeline network. The United Kingdom (USD 2,119 million, ~2.9% market
share), France (USD 1,381 million, ~1.9% market share), Spain (USD 1,289 million, ~1.8% market share), and
Italy (USD 1,276 million, ~1.8% market share) all maintain moderate demand, mostly driven by automotive
component manufacturing, pipe systems, and production of consumer appliances. These European countries
also emphasize sustainability and recyclability in polymer applications, influencing the use of halogen-free and
low-emission compounds.
Indian Polymer Compounding Market
Polymer compounding in India represents a crucial segment of the polymer industry, serving as a vital link
between raw polymer manufacturers and end-product manufacturers. This specialized sector involves the
process of combining base polymers with additives, fillers, and reinforcements to create customized materials
that meet specific performance requirements for various applications. The Indian polymer compounding market
has experienced consistent growth over the past few years, driven by increasing demand across various end-use
industries. The market expanded from USD 5,967 million in 2019 to USD 8,330 million in 2023. This growth
was fueled by rapid industrialization, rising demand from the automotive, construction and infrastructure,
packaging, telecommunications, electrical & electronics, wires & cables, and an increasing shift toward
lightweight and high-performance polymer materials. The market is expected to grow at a CAGR of ~8.2% from
2024 to 2029, reaching a value of USD 13,415 million.
One of the primary drivers of market expansion is the automotive industry, which is witnessing a growing shift
toward lightweight materials to enhance fuel efficiency and comply with stricter emission norms. Polymer
compounds are increasingly being used as substitutes for traditional materials like metals due to their durability,
strength, and cost-effectiveness. Additionally, the market is experiencing robust growth, driven by extensive
157infrastructure development, power sector expansion, and the government's push for oil and gas network
enhancement through initiatives like the National Gas Grid. The wire and cable industry, in particular, has
benefited from urban development projects, smart city initiatives, and the renewable energy sector's growth.
Indian Polymer Compounding Market, Industry Size (USD million), 2019-2029F
13,415
12,394
11,451
10,580
9,775
9,031
8,330
7,674
7,061
6,492
5,967
2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
Source: CRISIL Intelligence
The Indian wire and cable industry extensively utilizes various polymer compounds, with PVC (Polyvinyl
Chloride), XLPE (Cross-linked Polyethylene), PE (Polyethylene), and TPE (Thermoplastic Elastomers) being
the primary materials. These polymers serve crucial functions in electrical insulation, mechanical protection,
and overall cable performance. PVC remains the most widely used compound due to its cost-effectiveness and
versatile properties, while XLPE is preferred for high-voltage applications due to its superior electrical and
thermal properties. The industry has seen significant growth in the adoption of specialized compounds like fire-
retardant and low smoke zero halogen (LSZH) cables, particularly in response to increasing safety regulations
and requirements in commercial and industrial applications.
In the oil and gas pipeline sector, polymer coatings play a vital role in protecting infrastructure from corrosion
and environmental factors. The most commonly used coating systems include Fusion Bonded Epoxy (FBE),
Polyethylene (PE), and Polypropylene (PP), often applied in multi-layer configurations such as three-layer
polyethylene (3LPE) or three-layer polypropylene (3LPP) systems. These coatings provide comprehensive
protection against mechanical damage, chemical exposure, and varying temperature conditions, significantly
extending pipeline life and reducing maintenance costs. The selection of coating systems depends on various
factors including operating temperature, soil conditions, and installation environment.
Segmentation by Applications
The Indian polymer compounding market serves several key end-use industries, with significant presence in
automotive, wire & cable, electronics, and agriculture sectors. The automotive sector utilizes compounds for
interior, exterior, and under-hood components, with a growing focus on electric vehicle applications. The wire
& cable industry, driven by infrastructure development and electrification initiatives, encompasses power cables,
telecom cables, and pipelines for oil, gas, and water distribution. The electronics sector, boosted by the Make in
India initiative, demands compounds for consumer electronics, mobile phones, and home appliances. The
agricultural sector, crucial to India's economy, uses compounds for irrigation systems, greenhouse films, and
storage solutions.
Polymer Compounding Applications
End Use Industries Applications
- Interior components
- Exterior parts
Automotive - Under-hood components
- Two-wheeler components (significant in Indian market)
- Electric vehicle components (emerging segment)
- In insulation layer
- Outer sheath/jacket
Power Cables
- Semi-conductive layers
- Bedding Layer
158End Use Industries Applications
- Buffer tubes/loose tubes
Telecom Cables - Outer Jacket/Sheath
- In Insulation
- Enhances corrosion protection
- Mechanical protection
Oil & Gas Pipeline
- Impact Resistance
- Chemical Resistance
- Municipal water supply
- Irrigation systems
Water Pipeline
- Industrial water systems
- Jal Jeevan Mission projects
- Consumer electronics
- Mobile phones
Electronics
- Home appliances
- IT hardware
- Irrigation systems
- Greenhouse films
Agriculture - Mulch films
- Storage solutions
- Agricultural equipment
India Polymer Compounding Market by Application, USD 9,031 million, 2024
Others
11%
Electrical and
Electronics Automotive
16% 40%
White Goods
16%
Furniture
17%
Source: CRISIL Intelligence
Automotive sector leads the demand at ~40% share of the overall market. The dominance of the automotive
industry in this market is largely driven by the sector’s ongoing shift toward lightweighting, electric vehicles,
and fuel-efficient technologies. Polymer compounds such as polypropylene (PP), acrylonitrile butadiene styrene
(ABS), and polyamide (nylon) are being increasingly used in automotive components including dashboards,
bumpers, under-the-hood parts, and wiring harnesses. Additionally, the rapid adoption of electric vehicles (EVs)
in India has further intensified the need for high-performance polymers capable of withstanding thermal stress,
chemical exposure, and providing superior insulation.
The furniture segment accounts for ~17% of the market, reflecting the growing use of polymers in the production
of durable, lightweight, and cost-effective furniture solutions. Urbanization, rising middle-class income, and the
trend toward modular living spaces have accelerated the adoption of polymer-based furniture materials,
particularly in residential and commercial applications. Polyethylene (PE), polyvinyl chloride (PVC), and
polypropylene are some of the commonly used compounds in this space.
White goods and electrical & electronics sectors each represent ~16% of the polymer compounding market,
highlighting their significant contribution. In white goods such as refrigerators, washing machines, and air
conditioners, polymer compounds provide structural strength, aesthetic appeal, and insulation. In the electrical
and electronics sector, compounds offer flame retardancy, thermal stability, and enhanced safety—critical for
wires & cables, wiring systems, circuit boards, and housings. The growing penetration of appliances and digital
devices in Indian households is pushing demand for specialty compounds, especially halogen-free flame
retardant (HFFR) grades.
Key Growth Drivers & Trends
159Growth Drivers
The growth drivers for polymer compounding in India are primarily fuelled by rapid industrialization,
infrastructure development, and government initiatives like 'Make in India' and 'Smart Cities Mission'. The
automotive sector is experiencing significant growth due to increasing vehicle production, electrification trends,
and the push for lightweight materials. The electronics industry is driven by domestic manufacturing initiatives,
growing consumer electronics demand, and the expansion of telecommunications infrastructure. The wire and
cable sector is boosted by power sector expansion, rural electrification programs, and telecommunications
network development. Agricultural applications are growing due to modernization of farming practices and
government support for irrigation infrastructure. Additional drivers include urbanization, rising disposable
incomes, and increasing adoption of advanced materials across industries. The push for sustainability, recycling
initiatives, and environmental regulations are also shaping the market. However, challenges include raw material
price volatility, import dependence, and the need for technological upgradation. The industry is further supported
by various government policies, including PLI schemes and infrastructure development programs, which are
creating new opportunities for polymer compounding across different sectors.
Polymer Compounding Growth Drivers
Initiatives/Industry Growth Drivers
- Make in India
- Smart Cities Mission
Government Initiatives - Digital India
- Automotive Mission Plan 2026
- PLI Scheme for various sectors
- Power sector expansion
- Telecom infrastructure
Wires & Cables
- Urban development
- Rural electrification
- Expansion of oil & gas networks
- New pipeline projects
Oil & Gas Pipelines
- Replacement of aging pipelines
- Technology Advancements in coating systems
Key Trends
The polymer compounding market is significantly influenced by evolving trends across power cables, telecom
cables, and oil & gas pipeline coating sectors. These trends collectively impact the polymer compounding market
by accelerating material innovation, raising performance requirements, and emphasizing sustainability.
Manufacturers are developing new formulations with improved properties, integrating smart features, and
focusing on eco-friendly solutions while maintaining cost-effectiveness. The industry is witnessing increased
demand for specialized compounds that meet specific application requirements across these sectors. Future
implications include greater investment in technology development, digital integration, and advanced processing
capabilities. Success in this evolving market depends on maintaining a strong innovation focus, understanding
market needs, and developing technical capabilities to meet increasingly sophisticated requirements while
ensuring sustainability and cost optimization.
In power cables, key trends include grid modernization, renewable energy integration, and increased
underground cabling, driving demand for high-performance compounds with enhanced insulation and fire-
resistant properties.
Key Trends in Power Cables
Trend Description
- Smart grid development
Grid Modernization - Grid reliability improvement
- Infrastructure upgrades
- Solar power installations
Renewable Energy Integration - Wind energy projects
- Grid connectivity
- Urban infrastructure
Underground Cabling - Safety requirements
- Reliability improvement
160The telecom sector is primarily driven by 5G infrastructure deployment, fiber optic expansion, and data center
growth, necessitating compounds that support high-speed transmission, signal integrity, and durability.
Key Trends in Telecom Cables
Trend Description
- Network expansion
5G Infrastructure - Enhanced connectivity
- Digital transformation
- FTTH deployment
- Network modernization
Fiber Optic Expansion
- Data center connectivity
- Rural connectivity
- Cloud computing
Data Center Growth - Digital storage
- Network infrastructure
- Smart cities
- IoT networks
Smart Infrastructure - Connected devices
- Digital services
- Automation
In oil & gas pipeline coatings, the focus is shifting towards advanced protection systems, environmental
compliance, and smart pipeline solutions, leading to the development of innovative coating materials with
monitoring capabilities and enhanced durability.
Key Trends in Oil & Gas and Water Pipeline
Trend Description
- Corrosion prevention
- Enhanced durability
Advanced Protection Systems - Smart coatings
- Monitoring capabilities
- Life extension
- Monitoring systems
- Leak detection
Smart Pipeline Solutions - Performance tracking
- Maintenance prediction
- Safety enhancement
- Sustainable materials
- Eco-friendly solutions
Environmental Compliance - Regulatory compliance
- Carbon reduction
- Waste minimization
- Lifecycle costs
- Maintenance reduction
Cost Optimization - Performance improvement
- Operational efficiency
- Value enhancement
Key Manufacturers
Some of the key manufacturers of polymer compounding in India are:
Polymer Compounding Manufacturers
Revenue from
Manufacturing Production
Manufacturers Operations FY-25 Product Offerings
Location Capacity MTPA
(INR Millions)
PE compounds,
PVC compounds,
BLS Polymers Goa 35,2 51 3,284 XLPE compounds,
HFFR compounds,
Cable Filling
161Revenue from
Manufacturing Production
Manufacturers Operations FY-25 Product Offerings
Location Capacity MTPA
(INR Millions)
compounds,
collectively
knowns as co-
polymer
compounds,
Masterbatches
PVC compounds,
Silane based
compound, XLPE
compound, PE &
Kkalpana Industries India Parganas, West PP Filled
292,500 405
Ltd Bengal compound,
Semicon
compound,
Halogen Free
Flame Retardant
PVC Compounds,
PE Compounds,
Polymer Blends,
PVC Masterbatch,
PE Masterbatch,
Kolkata, West EVA Masterbatch,
Ddev Plastiks Industries Ltd 250,000 26,033
Bengal PP UV
Masterbatch,
Additives,
Engineering
Plastics-PBT,
HFFR Compounds,
HFFR Compound,
PVC Compounds,
Semi Conductive
Shakun Polymers Pvt Ltd Vadodara, Gujarat 38,000 6,598* Thermoplastic, PE
Compound,
Silicone
Compounds
PVC compounds,
PP compounds,
Engineering
Polymer
KLJ Polymers & Chemicals compounds, Zero
Silvassa, India 200,000 18,962*
Ltd Halogen Flame
Retardant
compounds, PE
Compounds,
masterbatches
PP Compounds,
PBT Compounds,
PET Compounds,
Polyamides,
Respiratory
Protection
Products, Hand
Kingfa Science &
Pune, Maharashtra 110,000 17,447 Protection
Technology (India) Limited
Products, Eye
Protection
Products,
Biodegradable
Nitrile Gloves,
Biodegradable
Protective Coverall
Additive
Daman, Roorkee &
Plastiblends India Limited 125,000 7,805 Masterbatches,
Surat
Black
162Revenue from
Manufacturing Production
Manufacturers Operations FY-25 Product Offerings
Location Capacity MTPA
(INR Millions)
Masterbatches,
Colour
Masterbatches,
Conductive
Compounds,
Engineering Plastic
Compounds, Filler
Masterbatches,
PET
Masterbatches,
White
Masterbatches
Note: Revenue figures are for FY-24. FY-25 financials are not available yet
Source: Company Filings
Key Challenges
The Indian Polymer Compounding market faces several significant challenges that can impact its growth and
development. Raw material concerns, particularly price volatility and high import dependency for specialty
materials, pose a major challenge for manufacturers. The industry also struggles with intense competition, both
from low-cost Chinese imports and numerous small-scale local players, which puts pressure on pricing and
margins. Technical limitations, including insufficient R&D capabilities and aging infrastructure, hinder
innovation and efficiency. Additionally, companies must navigate strict regulatory compliance requirements,
especially regarding environmental and quality standards. Market and economic factors such as cyclical demand
patterns, currency fluctuations, and working capital requirements further complicate operations. Finally,
growing sustainability pressures and demands for eco-friendly solutions are pushing companies to adapt their
practices and product offerings.
Challenges in Polymer Compounding
Challenges Description
- Price volatility of base polymers and additives
Raw Material Related
- Heavy dependence on imports for specialty raw materials
Challenges
- Quality inconsistency in locally sourced materials
- Increasing competition from low-cost suppliers
Competition Related Issues - Growing number of small-scale compounders affecting market pricing
- Pressure on margins due to intense price competition
- Limited R&D capabilities compared to global players
Technological & - Aging manufacturing infrastructure in many units
Infrastructure Challenges - Need for continuous technology upgradation
- Skill gaps in technical workforce
- Evolving environmental regulations
Regulatory & Compliance - Stricter quality standards requirements
- Plastic waste management rules
- Currency fluctuations affecting import costs
Geopolitical Scenario &
- High working capital requirements
Economic Factors
- Changes in tariffs
Barriers to Enter for New Players
The polymer compounding industry presents a series of formidable barriers for new players. Economic
challenges arise from high capital expenditures and the presence of entrenched competitors with scale
advantages. Technological demands necessitate substantial investment in advanced equipment, research, and
skilled personnel. Regulatory frameworks impose rigorous and often region-specific compliance obligations that
add both operational complexity and cost. Additionally, the volatile nature of raw material prices and the need
for strict quality control reinforce the necessity for strategic planning, financial strength, and technical
competence. Consequently, entry into the polymer compound industry requires a measured approach, significant
resources, and deep expertise to successfully overcome these multifaceted obstacles.
163In industries such as power transmission, telecommunications, and coatings, polymer compounders must have
their products, manufacturing processes, and standard operating procedures rigorously tested and approved by
regulatory bodies or public sector enterprises. This mandatory enlistment ensures:
• Technical competence verification: It confirms that the company's products meet strict quality and
performance standards essential for critical infrastructure and governmental projects.
• Regulatory compliance: The thorough evaluation process requires adherence to complex compliance and
certification norms, which can be time-consuming and costly.
• Trust and credibility: Being enlisted with reputed high-status government agencies such as Maharatna,
Navratna, and Miniratna CPSEs (Central Public Sector Enterprises) provides the company recognized
credibility and a verified track record.
• Limited accessibility for new players: Achieving similar levels of approval and acceptance can be
challenging for new entrants who lack established technical expertise, production quality, and resources,
discouraging or delaying market entry.
Wires & Cables Market Assessment
Introduction
Wires consists of single conductor and cables are assembly of one or more conductors that are used for the
transmission of electricity, data or signals. There are various types and varieties of cables, each designed to
perform a specific function. Classification is based on the core structure of the conductor metal (majorly copper
and aluminium), number of cores, type of insulation material and arrangement, etc.
The performance and durability of cables depend on the quality of raw materials. Specialised applications require
superior chemical, mechanical, thermal and electrical performance from cables, resulting in usage of high-
performance materials in cable construction. Additionally, it is seen that in order to achieve properties suited for
varying applications, every cable has a distinguished construction. The number of SKUs of cables and wires are
very high, with 500-600 fastest selling SKUs, differing in application and offering variation in cross-sectional
area (size), number of cores used, core material (mainly copper or aluminium), insulation material used,
armoured or unarmoured construction for strength, etc.
Type of Wires & Cables
Cables Description Applications
A power cable is an assembly of two or more
conductors with insulation and a protective jacket.
The power cables industry is classified into low
voltage (1.1 kV and below), medium voltage (3.3- Transmission and distribution of electricity in
Power Cable
66.0 kV), and extra high voltage (132 kV and mainly commercial and industrial settings.
above) cables. These cables are predominantly
used in sub-transmission and distribution of
power.
Housing or building wires are usually made up of
Commonly used in everyday household items
copper and aluminium. These are majorly used in
Housing Wires like for connecting household appliances,
residential settings and their carrying capacity/
power outlets, etc.
voltage depends on their end use.
Communication cables are specifically designed
Used for transmission of data/ voice/ video
Communication to support data transmission across distance at
signals at high speed without major energy
Cables high speed and minimal loss. Examples include,
loss.
LAN cables, Optic fibre cables, etc.
Instrumentation cables are generally used in
Few of the applications include industrial
industrial settings lo carry low voltage signals
Instrumentation equipment control, process controls for e.g. in
with high accuracy. These cables are properly
cables oil and gas or chemical plants, or mass transit
shielded to ensure no external signal interference
systems which require cables to be heat
and are mainly used to monitor/ control electric
164Cables Description Applications
systems. The functions of measurement and resistance, resistance due harsh environment
control are vital in manufacturing and processing and chemicals, etc.
applications.
This class of cables includes cables that are
especially designed for a particular end use/
industry due to particular requirements. These
types of cables are usually provided as
customized solutions against stringent
Multiple specialized applications including
requirements, including temperature, tensile
Other special sonar detection, mine sweeping and defence
strength, and chemical resistance. For example,
cables purposes across industries like marine,
axle counter cables and signalling cables used in
defence, aerospace, etc.
railways, solar cables, which are required to have
lifetime reliability of up to 30 years, resistance to
extreme temperatures (-40°C to 120°C), ozone,
and ultraviolet (UV), halogen free, flame and fire
retardancy, etc.
Power and electrical cables are segmented into the following, based on voltage capacity:
Low Tension / Voltage (LV) [1.1 kV and below]
High Tension / Voltage (HV) [above 1.1KV to 33 KV]
Extra High voltage (EHV) [66 kV and above] cables
Major uses of power cables are in the power sector (central, state and private electricity utilities) and sectors like
petrochemicals, mining, steel, non-ferrous, shipbuilding, cement, railway, and defence.
Industrial and Household Wires & Cables
Industrial and household wires and cables are crucial components in various industries, from residential
electrical systems to large-scale industrial applications.
Industrial Wires & Cables
The industrial wires and cables industry plays a crucial role in modern infrastructure and industrial operations,
providing essential components for electrical power distribution, control systems, and signal transmission. This
sector encompasses a variety of products, including power cables for transmitting electrical energy, control
cables for machinery and systems, instrumentation cables for data transmission, and communication cables for
network connectivity. These cables are designed with different insulation materials—such as PVC, XLPE,
rubber, and FRP—and conductor materials like copper and aluminium to meet diverse application needs. The
industry is driven by significant market trends, including increased infrastructure development, technological
advancements, and a growing focus on energy transition and sustainability. The different types of wires & cables
used at industrial level are:
Types of Industrial Wires & Cables
Type of Cables Particulars Description
Types HV Cables, MV Cables, LV Cables & EHV Cables
- Infrastructure Development
Power Cables
Growth Drivers - Energy Demand
- Renewable Energy Integration
Types Multi-Core Control Cables
- Industrial Automation
Control Cables
Growth Drivers - Smart Manufacturing
- Efficiency Improvement
Types Signal Cables, Thermocouple Cables,
- Process Optimization
Instrumentation Cables
Growth Drivers - Technological Advancements
- Regulatory Compliance
Types Ethernet Cables, Fiber Optic Cables, Coaxial Cables
- Digital Transformation
Communication Cables
Growth Drivers - Telecommunications Expansion
- Smart Technologies
165Household Wires and Cables
The consumer wires and cables industry is a dynamic sector with a broad range of products and applications. It
is influenced by technological advancements, regulatory changes, and growing demands for smart and energy-
efficient solutions. These cables are essential for connecting various household and personal electronic devices,
from basic power connections to advanced smart home systems. The industry includes several key types of
cables: power cables for delivering electricity, data cables for communication and networking, control cables
for managing electrical systems, and specialty cables designed for specific applications such as high-temperature
environments or hazardous locations. As technology evolves, market trends indicate a significant push towards
smart home technology, renewable energy integration, and innovations in cable materials and design. The
different types of wires & cables are:
Types of Household Wires & Cables
Type of Cables Particulars Description
Types HV Cables, MV Cables, LV Cables & EHV Cables
- Urbanization and Infrastructure Development
Power Cables
Growth Drivers - Renewable Energy Integration
- Technological Advancements
Types Ethernet Cables, Coaxial Cables, Fiber Optic Cables
- Increasing Internet Usage
Data Cables
Growth Drivers - Smart Devices and IoT
- Advancements in Technology
- Industrial Automation
Applications - Building Management Systems
- Marine and Aerospace
Control Cables
- Automation and Robotics
Growth Drivers - Smart Building Technologies
- Complex Control Systems
- Robotics
Applications - Mobile Equipment
- Consumer Electronics
Flexible Cables
- Technological Advancements
Growth Drivers - Increasing Use of Robotics
- Consumer Electronics Growth
High-Temperature Cables, Hazardous Location Cables, Underwater
Types
Cables
Specialty Cables - Energy and Mining Sectors
Growth Drivers - Technological Innovation
- Infrastructure Projects
Types & Importance of Polymer Compounds
The utilization of polymer compounds in wire and cable applications is integral for ensuring the performance,
safety, and durability of electrical systems. Various types of polymers are employed across different wire and
cable applications, offering specific benefits tailored to meet industry demands. The different types of co-
polymers compounds are:
• Polyvinyl Chloride (PVC): Traditionally a popular material due to its safety features, such as being self-
flame retardant. PVC offers good insulation properties, but it is gradually being replaced by newer materials
due to environmental concerns.
• Polyethylene (PE): Currently gaining traction as it is being favoured over PVC for many applications due to
its lighter weight and flexibility. However, PE formulations often require significant mineral flame retardant
additives to comply with safety regulations.
• Thermoplastic Polyurethanes (TPU): These materials are praised for their abrasion resistance, toughness,
and weather resistance. TPUs are versatile and can be formulated for both soft and hard compound
applications.
166• Ethylene Vinyl Acetate (EVA) & Ethylene Acrylate Copolymers: These are employed for their flexibility
at low temperatures and thermal stability, respectively. Their compatibility with high filler loadings allows
them to maintain desirable properties even under heavy mechanical stress.
Key Benefits of Co-Polymer Compounds
Polymer compounds deliver several benefits critical to enhancing wire and cable performance:
• Electrical Insulation: Polymers like PE and PVC exhibit excellent dielectric properties, providing high
electrical resistance and minimizing power losses due to insulation breakdown. They are crucial in
preventing electrical shock and short circuits.
• Flame Retardancy and Safety: Many modern polymers are formulated to be flame-retardant, meeting
stringent regulations that enhance safety in electrical installations. For instance, advancements in halogen-
free and flame-retardant compounds are pivotal in improving cable safety.
• Temperature and Weather Resistance: Certain polymers, such as high-density polyethylene, maintain
performance across a wide temperature range, making them suitable for outdoor applications where
environmental factors can cause degradation. This feature is vital for cables exposed to harsh conditions.
• Processability: The ability to process polymers into various forms without losing material properties is
paramount for manufacturers. Polymers like TPU and PE allow for varied processing methods enabling
flexibility in design and application.
In the wire and cable industry, polymers serve crucial functions in electrical insulation, mechanical protection,
and overall cable performance. Therefore, the success of polymers is dependent upon the success of the wire
and cable industries.
India Polymer Import Prices, USD/Kg, FY-21 to FY-25
3.00
2.50
2.00
1.50
1.00
0.50
0.00
FY-21 FY-22 FY-23 FY-24 FY-25
LLDPE 0.93 1.30 1.19 1.03 1.09
LDPE 1.08 1.63 1.41 1.08 1.22
HDPE 1.01 1.28 1.20 1.06 1.00
EVA 1.51 2.83 2.46 1.63 1.43
Source: Ministry of Commerce and Industry; Crisil Intelligence
In light of the volatile tariff rates and ongoing war like situations in various countries, the import of raw materials
could be affected in the future. The most significant determinant is the volatility in global crude oil prices, as
polymers are derived from petrochemical feedstocks like ethylene and propylene. Any disruption in oil supply,
OPEC+ production decisions, or geopolitical events could affect raw material costs. Additionally, global supply
chain dynamics, such as freight costs and port congestion, will continue to impact import prices. China, being a
major producer and exporter of polymers, plays a crucial role in setting global price trends, and any changes in
its production output, environmental regulations, or domestic consumption could ripple across global markets.
Domestically, India's growing demand in sectors like packaging, automotive, consumer goods, agriculture, and
solar energy will put upward pressure on prices, especially if local supply lags behind. Government policies,
such as import tariffs, anti-dumping duties, and incentives for local manufacturing under the “Make in India”
initiative, will also shape future price movements.
167Wires & Cables Production in India
Wires & Cables Production in India, in kilometres, FY-19 to FY-24
1,40,00,000
1,20,00,000
1,00,00,000
80,00,000
60,00,000
40,00,000
20,00,000
0
FY-19 FY-20 FY-21 FY-22 FY-23 FY-24
Other special cables 40,448 35,219 25,157 52,288 71,141 85,042
Instrumentation Cables 1,05,410 1,05,882 85,545 85,691 1,09,629 1,27,603
Power Cables 8,37,981 7,28,586 6,35,002 6,88,623 8,43,081 10,52,205
Telephone Cables 7,33,904 6,37,007 5,36,107 5,69,177 6,62,173 7,52,679
Housing Wires 70,93,290 68,59,221 62,93,225 73,82,191 93,08,512 1,01,83,022
Housing Wires Telephone Cables Power Cables Instrumentation Cables Other special cables
Note: Power Cables are in kilometres (km)
Housing wires, Telephone Cables, Instrumentation Cables and other special cables are in circuit kilometres (ckm)
Other special cables include trailing cables, mining cables, railway loco cables, welding cables and fire survival
cables
Source: IEEMA; Crisil Intelligence
Housing wires dominates production, accounting for the largest share, growing from 7.09 million ckm in FY-
19 to a 10.18 million ckm in FY-24. Telephone cables and power cables show consistent growth, with telephone
cables rising from 733,904 ckm in FY-19 to 752,679 ckm in FY-24 and power cables increasing from 837,981
to 1,052,205 km in the same period. Instrumentation cables exhibit moderate but steady growth, reaching
127,603 ckm in FY-24. Other special cables, although the smallest segment, have grown nearly twice as much
since FY-21. This growth pattern underscores rising demand across different segments, primarily driven by
infrastructure expansion, industrial growth, and technological advancements.
Wires & Cables Production in India, MT, FY-23 and FY-24
12,00,000
10,00,000
8,00,000
6,00,000
4,00,000
2,00,000
0
FY-23 FY-24
Instrumentation Cables 6,815 3,900
Telephone Cables 9,105 9,838
Other special cables 1,51,093 1,85,832
Housing Wires 1,77,711 1,57,819
Power Cables 5,29,012 6,80,042
168Note: Other special cables include trailing cables, mining cables, railway loco cables, welding cables and fire survival
cables
Source: IEEMA; Crisil Intelligence
Power cables remain the largest segment, increasing from 529,012 MT in FY-23 to 680,042 MT in FY-24, a
28.6% rise, indicating strong demand for power infrastructure. Other special cables also saw notable growth,
rising by 22.98% to 185,832 MT, likely due to increased industrial applications. However, housing wires
declined by 11.19%, suggesting a slowdown in residential construction or shifting material preferences.
Telephone cables remained stable, with a slight increase, reflecting limited expansion in landline networks.
Instrumentation cables saw the steepest decline, dropping by 42.75%, possibly due to reduced demand in
industrial automation.
Polymer Compound Weight in Wires & Cables, MT, FY-23 and FY-24
4,50,000
4,00,000
3,50,000
3,00,000
2,50,000
2,00,000
1,50,000
1,00,000
50,000
0
FY-23 FY-24
Instrumentation Cables 2,726 1,560
Telephone Cables 3,642 3,935
Other special cables 60,437 74,333
Housing Wires 71,084 63,128
Power Cables 2,11,605 2,72,017
Note: Other special cables include trailing cables, mining cables, railway loco cables, welding cables and fire survival
cables
Average weight of polymer compound is ~40% of the weight of the cable
Source: IEEMA; Crisil Intelligence
Housing Wires
Housing wires are essential components of the electrical system in residential buildings, responsible for
transmitting electrical current from the power source to various appliances and fixtures. Their primary purpose
is to ensure a safe and reliable flow of electricity throughout a home, providing the necessary power for lighting,
heating, cooling, and other electrical devices.
Various types of housing wires are used in residential construction, each serving specific purposes and featuring
different material compositions, insulation types, and voltage ratings. The most common types include:
Types of Housing Wires
Type Description
Also known as Romex, NM cables consist of two or more individual wires wrapped
inside a protective plastic sheathing. They are typically used for interior wiring in
Non-Metallic (NM) Cable
dry locations and come in various gauges, such as 14-gauge (15 amps) and 12-gauge
(20 amps).
UF cables are designed for wet locations and direct burial in the ground. They also
Underground Feeder (UF)
contain insulated hot and neutral wires, along with a bare ground wire, making them
Cable
suitable for powering outdoor fixtures.
These are single conductors insulated with thermoplastic, suitable for conduit
THHN/THWN Wires systems. They are often used in unfinished areas like basements and garages, where
additional protection against physical damage is required.
This type is used for circuits that require less than 50 volts, such as landscape lighting
Low-Voltage Wiring and doorbells. Low-voltage wires can range from 22 gauge to 12 gauge and typically
pose minimal risk of electric shock.
169Used for internet and cable connections, coaxial cables connect TVs to satellite
Coaxial and Data Cables dishes or cable services. Data cables, like Category 5 (Cat 5), are utilized for network
connections and are generally affordable compared to traditional wiring methods.
Key Growth Drivers
The housing wire market experiences growth due to several key factors, including
Increasing Urbanization
The continual increase in population density in urban areas drives demand for new housing. As cities expand,
there is a growing need for electrical installations in new developments to accommodate the rising number of
residents.
Rising Disposable Incomes
Increased disposable income among consumers enables more home renovations and improvements,
necessitating the installation of new wiring. Homeowners are more likely to invest in upgrading their electrical
systems to meet modern standards and efficiencies.
Government Initiatives for Sustainable Housing
Policymaking at various levels promotes energy-efficient and sustainable housing practices, which often require
modern and compliant wiring systems. These initiatives encourage builders to adopt higher standards for
electrical installations to reduce overall energy consumption.
Technological Advancements
Innovations in wiring materials and safety features have made modern wiring more efficient and reliable.
Enhanced safety standards.
Telephone Cables
Telephone cables are essential components used in telecommunications, providing the necessary connections
between users and the broader telephone network. Primarily made of copper, these cables consist of several
twisted pairs of wires, facilitating the transmission of voice and data signals. Additionally, they play a vital role
in connecting landline telephones and computers to the public switched telephone network (PSTN), ensuring
reliable communication and internet access.
Types of Telephone Cables
Type Description
These are the most common type used for traditional telephone connections. They
consist of pairs of wires twisted together to reduce electromagnetic interference.
Twisted Pair Cables
Twisted pair cables come in two forms: unshielded twisted pair (UTP) and
shielded twisted pair (STP).
Utilized primarily for cable television, coaxial cables also have applications in
telephone services where higher bandwidth is needed. They comprise a central
Coaxial Cables
copper core surrounded by insulation and a braided shield, helping to reduce
interference.
Though primarily associated with high-speed internet and data transfer, fiber optic
Fiber Optic Cables cables are increasingly used in telecommunications for their ability to transmit
data over long distances with minimal loss.
Flat cables are used for connecting phones to wall sockets. They are flexible and
Flat Telephone Cables
ideal for routing in tight spaces.
These are traditional models, consisting of several pairs of copper wires. They are
Round Telephone Cables
larger and commonly used for long-distance applications.
Key Growth Drivers
Increased Demand for High-Speed Internet
170As consumers and businesses increasingly rely on high-speed internet, the necessity for efficient
telecommunication infrastructure fuels the demand for advanced telephone cabling systems.
Technological Advancements
Innovations in cable manufacturing, particularly in fiber optic technology, enhance the reliability and speed of
telephone services. This trend significantly contributes to the market's growth as businesses and customers seek
improved connectivity solutions.
Rising Smartphone Penetration
The global proliferation of smartphones necessitates efficient telecommunications systems, driving demand for
various forms of telephone cables to support mobile networks.
Digital Transformation and Urbanization
The transition to digital communication systems and the growth of urban areas contribute to the need for
upgraded telecommunication networks. As cities expand, improved cabling solutions are essential to support
increased connectivity demands.
Instrumentation Cables
Instrumentation cables are specialized cables designed to transmit low-energy electrical signals and data in
various industrial and control applications. Their primary function is to facilitate communication between
measurement devices, sensors, and electronic controllers while maintaining signal integrity in challenging
environments. These cables ensure accurate data transmission, which is crucial for monitoring and controlling
various processes in industries such as manufacturing, oil and gas, and automation.
Types of Instrumentation Cables
Type Description
PVC Instrument Cable These cables feature an outer layer of Polyvinyl Chloride (PVC), which provides
fire resistance, scratch resistance, and waterproof properties. They are popular due
to their affordability and compliance with standards like BS-EN-50288 and UL
2250.
XLPE Instrument Cables Made from cross-linked polyethylene, these cables excel in heat and humidity
resistance. They include flexible copper conductors and can function in extreme
temperatures and harsh chemical environments.
Armoured Instrument Cables These cables feature an additional protective armor layer, making them sturdier.
They are ideal for outdoor and underground installations, providing extra
protection against mechanical damage.
Thermocouple Cables Used for temperature measurements, these cables comprise specific materials
suited for temperature detection and are designed for high accuracy in signal
transmission.
LSZH Instrumentation Cables Low Smoke Zero Halogen (LSZH) cables are designed to minimize smoke and
toxic gas emissions during combustion, making them suitable for use in enclosed
spaces or public areas.
Key Growth Drivers
Increasing Demand for Automation
The trend towards automation in various industries necessitates the use of reliable and efficient communication
systems, driving the demand for instrumentation cables.
Focus on Safety Regulations
Stricter safety regulations concerning the operation of industrial and manufacturing processes have necessitated
the adoption of advanced instrumentation and control systems that rely on these cables.
171Rapid Urbanization and Industrialization
Growth in infrastructure development and industrial projects in regions like Asia-Pacific, the Middle East, and
Africa is driving up the requirement for instrumentation cables in new construction projects.
Expansion of Industries
Industries such as oil and gas, power generation, and manufacturing are increasingly utilizing instrumentation
cables for enhanced monitoring and control capabilities, further propelling market growth.
Technological Advancements
Innovations in cable technology have resulted in more durable and efficient cables that meet the rigorous
demands of modern industrial applications, positively impacting their adoption rate.
Power Cables
Power cables are used for power transmission and distribution of electricity from power generators (overhead,
underground and submarine) to sub-stations and thereon for power supply to end user segments, such as
residential, commercial and industrial units.
A power cable is an assembly of two or more conductors with insulation and a protective jacket. The power
cables industry is classified into low voltage (1.1 kV and below), high voltage (1.1-33 kV), and extra high
voltage (66 kV and above) cables.
Types of Power Cables
Type of power
Rated voltage Applications
cables
These are suitable for use on AC single phase per three phases (earthed or
Low voltage power
Up to 1.1 kV unearthed) systems for rated voltage up to 1.1 kV. These can also be used on
cable
DC systems for rated voltage up to 1.5 kV to earth.
Medium voltage power cables of differing types have a variety of applications
Medium voltage 1.1 kV to 33 in instruments, ignition systems, and AC and DC power transmission.
power cable kV Conductors are made of copper / aluminium conductor which are screened
with extruded semi-conducting compound.
These are mainly used in expansion of transmission lines owing to its lower
transmission loss benefits. XLPE compounds are used for insulation which
Extra high voltage 66 kV to 220 offers fast curing and superior electrical properties. Extruded insulation should
power cable kV be of high cleanliness with smooth interface and cable core should be free from
contamination voids and manufacturing defects. This is achieved by
employing a single point triple extrusion dry curing process
Major uses of power cables are in the power sector (central, state and private electricity utilities) and sectors like
petrochemicals, mining, steel, non-ferrous, shipbuilding, cement, railway, and defence.
The performance and durability of cables depend on the quality of raw materials. Specialised applications require
superior chemical, mechanical, thermal and electrical performance from cables, resulting in usage of high-
performance materials in cable construction. Additionally, it is seen that in order to achieve properties suited for
varying applications, every cable has a distinguished construction. The number of SKUs of cables and wires are
very high, with 500-600 fastest selling SKUs, differing in application and offering variation in cross-sectional
area (size), number of cores used, core material (mainly copper or aluminium), insulation material used,
armoured or unarmoured construction for strength, etc.
During FY-24, power cable production crossed 1 million km, up from 0.84 million km, registering a y-o-y
growth of 24%.The historical growth of power cables was on account of factors such as the electrification of
rural villages and households (Power for All) under SAUBHAGYA and DDUGJY scheme; investments in
transmission and distribution systems for modernisation and increasing efficiencies; increased demand from
renewable power generation, particularly solar and wind energy; infrastructure development initiatives taken by
the Indian government such as Smart Cities Mission, and mass transit systems; and improved lifestyle and
consumer spending.
172Key Growth Drivers
The manufacturing industry and infrastructure development are key drivers of the demand for cables and
conductors, with significant growth potential in areas such as power generation, residential and commercial
construction. As governments invest in initiatives like power grid expansion, housing development and
infrastructure upgrades, the cable market is poised to benefit from these efforts in the coming years. Furthermore,
the shift towards renewable energy sources, such as solar and wind power, is creating new opportunities for
industry. Some of the key drivers are as follows:
Favourable government power transmission and distribution schemes
The domestic power cables industry is expected to witness moderate growth driven by RDSS, which is aimed
at network modernisation and system loss reduction, PGCIL investments in system strengthening, new GEC
projects, and state transmission line additions.
Additionally, the power cables industry is expected to draw significant demand from spending on network
modernisation and system loss reduction through deployment of armoured cabling, aerial bunched cables, and
reconductoring. Moreover, underground cabling, renovation and modernisation of existing transmission lines of
66 kV and below would be required for loss reduction. over fiscal 2023-26.
Entry of private players in Transmission & Distribution space
With the introduction of TBCB and VGF schemes for intra-state projects, the share of private sector players in
the power transmission sector is expected to increase gradually over the long term. With increased awarding of
projects under TBCB in the future, private participants are expected to play a key role in driving domestic power
demand, thereby positively impacting the demand of cables including transmission and power cables.
Capacity Additions in the power generation segment
Robust power capacity additions of 250-260 GW (incl. 27-30 GW energy storage projects) are expected over
fiscal 2025-29, as compared with ~86 GW in the previous five years, as India aims to reach 50% of cumulative
electric power installed capacity from renewable sources. Solar and wind installed capacity in India are expected
to grow by 200 GW and 55 GW respectively from 2024 to 2030 as per government targets. Such multifold
generation expansion plans also require large-scale development in the transmission sector because grid-
connected solar and wind plants are usually located in far-flung areas which have limited transmission
infrastructure. Extensive transmission and cable infrastructure transmit power from remote generation.
Power & Renewable Sector Assessment
Review of India’s installed capacity
The total installed generation capacity at the end of March 2024 was 442 GW. The overall installed generation
capacity has grown at a CAGR of 4.5% between fiscal 2019 and 2024. Coal and lignite-based installed power
generation capacity has maintained its dominant position over the years and accounts for ~48% as of March
2024. However, renewable energy (RE) installations (including large hydroelectric projects), have reached ~191
GW capacity as of March 2024, constituting ~44% of total installed generation capacity. The renewable capacity
addition (excl. large hydro) has grown at a CAGR of 13.0% over the last five years between fiscal 2019 and
2024.
Fuel-wise installed capacity
173(GW) 442
416
399
3
4231
65 58645 3
4331
77 65850 3 44318
7
60952
4541
7
7406
4641
7
7737 4841
7
7257
25 25 25 25 25 25
194 199 203 204 205 211
FY19 FY20 FY21 FY22 FY23 FY24
Coal Natural gas Hydro Lignite Nuclear Solar Wind Other RES
Source: CEA, CRISIL Intelligence
Review of power demand
India's electricity requirement has risen at a CAGR of ~5.0% between fiscals 2019 and 2024. However, in fiscal
2020, power demand grew at a slower 1.3% due to weakening economic activity on account of Covid-19 and
extended monsoon. After a minor (1.2%) decline in fiscal 2021, power demand saw a strong rebound in fiscal
2022, registering a ~8.2% on-year growth on the back of healthy revival in economic activity, and as demand
picked up with the lifting of Covid-19 restrictions. In fiscal 2023 and 2024, the energy requirement increased
by 9.6% and 7.5% y-o-y, respectively. This demand push is largely supported by high economic activity with a
gradual pick-up in manufacturing activity, jump in agricultural activity, infrastructure spending by government
along with erratic weather driven by climate changes.
Historical electricity requirement trend
(BU, %)
9.6%
1,800 12.0%
8.2%
1,600 1,626 10.0%
5.1% 1,512 8.0%
1,400 1,380 7.5%
1,291 1,276 6.0%
1,200
4.0%
1,000 1,275 -1.2% 2.0%
800 1.3% 0.0%
600 -2.0%
FY19 FY20 FY21 FY22 FY23 FY24
Electricity requirement Y-o-Y growth
Source: CEA, CRISIL Intelligence
Key government initiatives to support growth of electricity demand
Government of India launched schemes like Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY), Integrated
Power Development Scheme (IPDS), Pradhan Mantri Sahaj Bijli Har Ghar Yojana (SAUBHAGYA) etc., to
support States in achieving the objective of providing uninterrupted power supply to all households. Projects
worth INR 1.85 trillion were executed for strengthening the distribution system across States which includes
works like new/upgradation of substations, new/ upgradation of HT & LT lines, agricultural feeder segregation,
Aerial Bunched Cable and underground cabling etc. A total of 18,374 villages were electrified under DDUGJY
and 2.86 crore households were electrified during SAUBHAGYA.
Further, the Government launched Revamped Distribution Sector Scheme (RDSS) with the objective of
improving the quality and reliability of power supply to consumers through a financially sustainable and
operationally efficient Distribution Sector. The Scheme has an outlay of INR 3,03,758 crore with a Gross
Budgetary Support of INR 97,631 crore from Government of India over a period of five years from 2021-22 to
FY 2025-26. The scheme aims to reduce the AT&C losses to pan-India levels of 12-15% and ACS-ARR Gap
to zero by 2024-25. Projects worth INR 2.62 trillion for distribution infrastructure works and smart metering
works have been sanctioned under the scheme.
The government has also undertaken several steps to improve transmission congestion in several parts of India.
The transmission system has expanded over the years for evacuation of power for evacuation of power from
generating stations to load centre through Intra State and Inter State Transmission System. Ladakh got
interconnected with national electricity grid in January 2019 with the commissioning of 220 kV Srinagar- Leh
174line. This helped the people of Ladakh to get access to 24x7 quality power from the national Grid. Transmission
and distribution (T&D) infrastructure of Northeastern States including Sikkim are strengthened with
implementation of two Central Sector Schemes namely, Northeastern Regional Power System Improvement
Project (NERPSIP) and Comprehensive Scheme for strengthening of Transmission & Distribution in Arunachal
Pradesh and Sikkim. Similarly, for evacuation of renewable power from RE parks located at different regions
of the country, the government has launched green energy corridor (GEC) scheme for creation new substation
and transmission lines.
Projected power demand and capacity addition
Long term drivers and constraints for demand growth
Power demand is closely associated with a country’s GDP. Healthy economic growth leads to growth in power
demand. India is already the fastest-growing economy in the world, with an average GDP growth of 5.8% over
the past decade. The trickle-down effect of government spending on infrastructure through the National
Infrastructure Pipeline, expansion of the services industry, rapid urbanisation, and increased farm income from
agriculture-related reforms are key macroeconomic factors that are expected to foster power demand. Significant
policy initiatives such as 24x7 power for all, Sahaj Bijli Har Ghar Yojana (SAUBHAGYA) scheme to provide
electricity connections to all households, green energy corridor to facilitate evacuation of RE power, green city
scheme to promote the development of sustainable and eco-friendly cities, production linked incentive (PLI)
scheme and low corporate tax rates among others are expected to further support power demand in the country.
Factors influencing power demand
Source: CRISIL Intelligence
Apart from macroeconomic factors, power demand would be further fueled by railway electrification, upcoming
metro rail projects, growing demand for charging infrastructure due to increased adoption of electric vehicles,
and higher demand from key infrastructure and manufacturing sectors. However, increasing energy efficiency,
a reduction in technical losses over the longer term, and captive as well as off-grid generation from renewables
would restrict growth in power demand.
Railway electrification and metro rail projects to drive a majority of incremental power demand
Indian Railways has planned to become a net zero carbon emitter by 2030. Therefore, Government aimed to
achieve 100% electrification of Indian Railways by fiscal 2025. This leads to incremental power demand of
around 23 billion units (BUs) on average every year between fiscal 2025 to 2029. Further, Metro rail has seen
substantial growth in India in recent years, and the rate of growth is set to double or triple in the coming years
with multiple cities seeking metro rail services to meet daily mobility requirements. As of Sept 2024, around
990 km of metro rail is under construction and about 1,980 km is further proposed to be added. These
developments are expected to add incremental power demand of 5-6 BUs every year on average between fiscal
2025 to 2029.
175Further, EV charging requirements are likely to boost power demand over the medium term, with a gradual
increase in the share of EVs in the vehicle population. CRISIL Intelligence-Consulting projects that the adoption
of EVs will boost power demand by 12-13 BUs annually on average over fiscals 2025 to 2029.
demand downward Declining T&D losses, an increase in off-grid/rooftop projects and open access
transactions to drive power
T&D losses have been declining, and the reduction in losses is expected to continue further aided by a slew of
government measures, primarily RDSS. Power demand is expected to be reduced by 20-25 BUs on average
every year between fiscal 2025 to 2029 owing to lower T&D losses. Further, with a boost to rooftop solar and
decentralized distributed generation, a reduction of 2-3% in base demand from the grid is expected with the
addition of 32-33 GW of rooftop capacities are expected by fiscal 2029. Industries are expected to add ~3-4 GW
of captive capacity over the next five years, adding on average 290-300 BUs of demand over the period which
may lead to a reduction in demand from the grid.
Energy demand forecast
Power demand maintained a strong growth momentum in fiscal 2023 logging a double-digit growth of ~10%
albeit a moderate base of fiscal 2022 due to extreme seasonal vagaries, sustained buoyancy in economic
activities along with robust industries activities accelerated power demand. GDP is expected to grow at 6.8%
in fiscal 2025 supporting power demand. Despite the high base of preceding three years, CRISIL Intelligence-
Consulting expects power demand to grow by 5.5-6.0% in the next five years which will be supported by
infrastructure-linked capex, strong economic fundamentals along with expansion of the power footprint via
strengthening of T&D infrastructure, coupled with major reforms initiated by the GoI for improving the overall
health of the power sector, particularly that of state distribution utilities, are expected to improve the quality of
power supply, thereby propelling power demand.
Energy demand outlook (fiscal 2024-2029)
(BU) 2160-2180
CAGR
5.5%-6.0%
2015-2035
1900-1920
1800-1820
1720-1730
1627
FY24 FY25F FY26F FY27F FY28F FY29F
F: Forecast; Source: CRISIL Intelligence
Expected capacity installation by fiscal 2029
Capacity additions in the conventional power generation segment are projected to be around 32-35 GW from
fiscals 2025 to 2029, driven by higher than decadal average power demand. Fresh project announcements are
limited as players are opting for the inorganic route for expansion given the availability of assets at reasonable
valuations. In fact, 4.8 GW of stressed power assets are awaiting debt resolution. However, the need for
generation capacity equipped for flexible operations to ramp up-down quickly is critical to meet peak demand
as generation from renewable capacities is intermittent in nature. CRISIL Intelligence-Consulting expects 25-
27 GW of coal-based power to be commissioned over fiscal 2025-29. Coal capacity additions are expected to
be driven entirely by the central and state sectors, as major private gencos continue to focus on expanding RE
capacity. 2-3 GW of coal-based capacity is expected to retire as per CEA’s National Electricity Plan 2023.
The construction of ten nuclear reactors totaling about 7.3 GW is underway in the states of Gujarat, Rajasthan,
Tamil Nadu, Haryana, Karnataka and Madhya Pradesh. Of this, the nuclear power capacity additions of 4.5-5.5
GW are expected during the period as ongoing projects at Kakrapara, Kalpakkam, and Rajasthan is nearing
completion. As of January 2024, Unit 1 of KAPP has been commissioned with Unit 2 expected to be
commissioned by the end of fiscal 2025. After addition of these capacities, the total nuclear power installed
capacity is expected to reach 12-13 GW by fiscal 2029.
176CRISIL Intelligence-Consulting expects 15-16 GW of hydro power installations including 7-8 GW pumped
hydro storage projects (PSP) capacity additions over fiscals 2025-2029.
RE capacity addition of over 180-190 GW is expected to be installed between fiscal 2025-29 driven by various
government initiatives, favourable policies, competitive tariffs, innovative tenders, development of solar parks
and green energy corridors, etc. RE capacity is estimated to account for about 50% of the installed capacity of
660-670 GW by fiscal 2029.
The battery energy storage system (BESS) capacity additions, aimed at storing renewable energy during off-
peak hours of power demand to support peak supply, are expected to be commissioned starting fiscal 2025, with
23-24 GW of BESS capacity likely to be added through fiscal 2029.
All India installed estimated capacity addition by fiscal 2029 (in GW)
187 6 667
-3
27 8
442
FY24 Coal Hydro RE Nuclear Retirals FY29F
F: Forecast; RE includes solar, wind, small hydro, and other renewable sources
Source: CEA, CRISIL Intelligence
Market sizing and growth of power sector
The total investments in the power sector between fiscal 2019-24 was about INR 14.7 trillion. CRISIL
Intelligence-Consulting expects investments of INR 24.5-25.5 trillion in the power sector over fiscal 2025-29.
Generation segment investments are being driven by capacity additions with robust growth in RE installations
followed by distribution investments led by the RDSS scheme.
Segment-wise break-up of total investments-dominance of the generation segment (Rs trillion, %)
FY19-FY24 FY25-FY29F
Transmission,
12%
Distribution,
Distribution, Transmission, 14%
28% 18%
Generation, 54%
Generation, 74%
F: Forecast; Source: CRISIL Intelligence
Investments in the generation segment are expected to double from INR ~7.9 trillion (over fiscals 2019-2024)
to ~INR 18.5-19.5 trillion (over fiscals 2025-29). Capacity addition from RE sources is expected to be 215-225
GW from fiscals 2025 to 2029 (including large hydro and ESS), and 25-27 GW from coal-based plants sources
over the same period. Investments in RE capacity, which are expected to double over the next five years, in line
with capacity additions, will constitute over 70% of overall generation investments.
To achieve the RE generation target, strong transmission infrastructure is needed so as to integrate large scale
RE capacities into the grid. This is expected to lead to transmission investments of INR 2.5-3.5 trillion between
fiscals 2025-2029 from ~INR 2.6 trillion between fiscals 2019-2024 led by upcoming ISTS projects.
177The distribution segment is expected to attract investments worth INR 3-4 trillion over fiscals 2025 to 2029
vis-à-vis ~INR 3.3 trillion between fiscal 2019-2024. This would be driven by the government's thrust on the
RDSS scheme entailing an outlay of INR 3.04 trillion for state discoms, to be allocated until fiscal 2026. INR
2.52 trillion worth of DPRs have been sanctioned by nodal agencies (PFC and REC) as of December 2023.
While the amount is sanctioned, disbursement under the scheme will be contingent upon the work undertaken
that was proposed under the DPR. Fulfilment of the conditions, which primarily involve operational efficiency
parameters, strengthening of distribution infrastructure, and regulatory compliance, will entail significant
investments in the distribution segment.
Breakup of investments (FY25F-FY29F)
Breakup of generation investment Breakup of T&D investment
Transmission
3% network
6%
Green energy
16% RE corridor
40%
Rs. 18.5- Coal Rs. 5.5- 45% Smart metering
19.5 Tn FGD 7.5 Tn
Loss reduction
Other non-fossil
75% Distribution
6%
2% network
7%
Source: CRISIL Intelligence
Projected capacity addition in power transmission and distribution segment
National grid
To facilitate the transfer of power between neighbouring states, state grids are inter-connected through high-
voltage transmission links to form a regional grid. There are five regional grids, namely, Northern, Western,
Southern, Eastern and North-eastern grids. As peak demand for power does not take place at the same time in
all states, it results in a surplus in one state and a deficit in another. Regional or inter-state grids facilitate the
transfer of power from a surplus region to the one facing a deficit. Additionally, they also facilitate the optimal
scheduling of maintenance outages and better coordination between power plants.
The Indian national grid has evolved over a period of past 60 years all the way from isolated state grids to
regional grids and finally with the commissioning of 765 kV transmission line between Raichur and Solapur in
December 2013 India achieved one nation one Grid status. The detailed evolution of the grid is as discussed in
the section given below:
Integration and growth of transmission network in India
Source: CEA, *CTUIL ISTS Rolling plan 2028-29 Report; CRISIL Intelligence
Integration of the regional grid networks into the national grid involves several institutional, technical, and
178commercial issues. Over the medium term, investments in the transmission sector are expected to focus on
forming the national grid, by setting up inter-regional links and strengthening the regional and intra-state
grids. Inter-regional power transmission capacity has increased from 14 GW in fiscal 2007 to 118.74 GW as
of March 2024.
Plans to increase grid infrastructure
Report on “Transmission System for Integration of over 500 GW RE Capacity by 2030” published by CEA
portrays the broad transmission system roadmap for reliable integration of 537 GW RE capacity by the year
2030.
The length of the transmission lines and sub-station capacity planned under ISTS for integration of additional
wind and solar capacity by 2030 has been estimated as 50,890 ckm and 433,575 MVA respectively at an
estimated cost of Rs 244,200 crores.
The present inter-regional transmission capacity is 118,740 MW. With the additional inter-regional transmission
corridors under implementation/planned, the cumulative inter-regional transmission capacity is likely to be
about 150,000 MW in 2030
Planned Transmission capacity additions by CEA till 2030
Transmission system type/ voltage class Unit Capacity additions till 2030
(a) + 800 kV ckm 6,200
(b) + 350 kV ckm 1,920
(c) 765 kV ckm 25,960
(d) 400 kV ckm 15,758
(e) 220 kV cable ckm 1,052
Total transmission lines ckm 50,890
(a) + 800 kV MVA 20,000
(b) + 350 kV MVA 5,000
(c) 765 kV MVA 274,500
(d) 400 kV MVA 134,075
(e) 220 kV cable MVA 0
Total substations MVA 433,575
Source: CEA, CRISIL Intelligence
Inter-regional capacity addition till 2030
Inter-regional capacity Capacity additions till 2030 (MW)
West – East 22,790
West – North 62,720
West – South 28,120
North – East 22,530
South – East 7,830
East – Northeast 2,860
Northeast – North 3,000
Total 149,850
Source: CEA, CRISIL Intelligence
Distribution network addition
The Distribution perspective plan 2030 was prepared by CEA in Feb 2024 for assessment of requirement for
development of the distribution sector to provide 24x7 quality power, reduction of AT&C losses, and to provide
reliable power to its consumers. The plan has been prepared based on energy requirement and peak demand as
forecasted in the 20th EPS of CEA.
The sub-transmission power substation capacity at the end of fiscal 2030 has been projected to meet the peak
demand of 335 GW forecasted for fiscal 2030. During fiscal 2023-30, it is planned to add 17,835 no. of 66/33/22
kV feeders in the country with total addition in feeder length of 1,88,690 ckm and 92,920 no. of 11 kV feeders
in the country with total addition of feeder length of about 9,68,503 ckm.
In order to reduce the AT&C losses further, utilities need to concentrate on reducing technical losses. Improving
the HT/LT ratio can reduce technical losses as well as improve voltage profile at consumer end. HT/LT ratio
can be increased either by adopting HVDS system or increasing HT line length. Regarding DT’s it is planned
to add about 46,57,854 number of DTs with a total added DT capacity of 2,38,464 MVA in the country during
179the period. These DT additions are planned for meeting the customer’s electricity demand growth & using
HVDS to reduce the technical losses by bringing the HT line closer to the load centre.
LT lines of about 97,74,634 ckm (1-phase - 4,99,556 ckm and 3-phase -12,69,774 ckm) would be added by
fiscal 2029-3. Out of the total LT lines, about 69% LT lines would be 3 phase lines in the country.
Year wise details of infrastructure proposed for distribution sector
Total
Cumulativ
FY23 FY24 FY25 FY26 FY27 FY28 FY29 FY30 additio
e by 2030
n
No. of S/s 1173 2003 2286 1870 1230 1218 1155 1257 12192 52157
Capacity
of S/s 14523 21878 24628 21889 14909 14442 13232 16020 141521 624332
(MVA)
No. of
1680 3307 3790 2892 2047 1408 1311 1400 17835 54639
feeders
Length of
feeders 17674 34945 40754 33188 18580 15446 13905 14197 188689 777994
(ckm)
No. of 11
kV 10408 19527 18142 12484 8567 7553 7947 8292 92920 323899
feeders
Length of
11 kV 11182 20077 19308 13028
86527 79774 81988 84252 968504 5903782
feeders 3 2 6 2
(ckm)
No. of 55324 61448 62057 58065 56396 55904 57545 59041
4657853 19332115
DT 2 8 9 7 8 8 8 3
Capacity
of DT 24621 28173 31683 30610 29809 31430 30869 31517 238712 927656
(MVA)
LT lines
(ckm) 16743 24174 26045 21978 19986 20154 21903 31901
1828876 9774634
400/230 2 2 6 7 3 2 9 5
V
Source: CEA, CRISIL Intelligence
Private investments in power transmission sector
The transmission sector, a crucial part of the power industry, required more attention to meet the growing
demand for electricity and the expanding generation capacity. Existing investments from budgets, internal funds,
and PSU loans were insufficient to meet this demand. To address this issue, the Electricity Act allowed private
companies to participate in the power transmission sector through a competitive bidding process called tariff-
based competitive bidding (TBCB). The National Tariff Policy of 2006 provided guidelines for this process,
aiming to promote competition, attract private investment, and increase transparency in constructing
transmission infrastructure. India stands out as one of the few countries that have opened its transmission sector
to private participation, generating significant interest from private businesses. The Electricity Act, 2003
coupled with TBCB for power procurement, encouraged private participation in the power transmission sector
and has supported the growth of transmission lines in India sector.
Investments in transmission line additions continue to be dominated by the central and state sectors. In the 13th
five-year plan (2017- 2022), a total of 88,865 ckm was set up in the country, with the central and state sectors
contributing to 38% and 50%, respectively.
Sector-Wise share of transmission line additions
180(ckm)
22,437
3,840 16,750
14,895 14,625 14,203
11,664 1,927
10,007 1,280 3,883 3,272
868 7,657
8,939
6,307 6,816 6,993
8,590 7,166
4,489 4,676 3,926 3,938
FY19 FY20 FY21 FY22 FY23 FY24
Central State Private
Source: CEA, CRISIL Intelligence
Sub-station capacities in the country have grown from 899,663 MVA in fiscal 2019 to reach 1,251,080 MVA in
fiscal 2024, at a CAGR of 6.8%.
The growth in sub-station capacities has majorly seen traction in 220 kV, 400 kV and 765 kV segments,
contributing to 32%, 41% and 24% of the incremental additions between fiscals 2019 and fiscal 2024.
Market size for power cables for upgradation of power infrastructure
Overview of power cables
Power cables are used for power transmission and distribution of electricity from power generators (overhead,
underground and submarine) to sub-stations and thereon for power supply to end user segments, such as
residential, commercial and industrial units.
A power cable is an assembly of two or more conductors with insulation and a protective jacket. The power
cables industry is classified into low voltage (1.1 kV and below), high voltage (1.1-33 kV), and extra high
voltage (66 kV and above) cables.
Type of power
Rated voltage Applications
cables
These are suitable for use on AC single phase per three phases (earthed or
Low voltage power
Up to 1.1 kV unearthed) systems for rated voltage up to 1.1 kV. These can also be used on
cable
DC systems for rated voltage up to 1.5 kV to earth.
Medium voltage power cables of differing types have a variety of applications
Medium voltage 1.1 kV to 33 in instruments, ignition systems, and AC and DC power transmission.
power cable kV Conductors are made of copper / aluminium conductor which are screened
with extruded semi-conducting compound.
These are mainly used in expansion of transmission lines owing to its lower
transmission loss benefits. XLPE compounds are used for insulation which
Extra high voltage 66 kV to 220 offers fast curing and superior electrical properties. Extruded insulation should
power cable kV be of high cleanliness with smooth interface and cable core should be free from
contamination voids and manufacturing defects. This is achieved by
employing a single point triple extrusion dry curing process
Source: CRISIL Intelligence
Major uses of power cables are in the power sector (central, state and private electricity utilities) and sectors like
petrochemicals, mining, steel, non-ferrous, shipbuilding, cement, railway, and defence.
The performance and durability of cables depend on the quality of raw materials. Specialised applications require
superior chemical, mechanical, thermal and electrical performance from cables, resulting in usage of high-
performance materials in cable construction. Additionally, it is seen that in order to achieve properties suited for
varying applications, every cable has a distinguished construction. The number of SKUs of cables and wires are
very high, with 500-600 fastest selling SKUs, differing in application and offering variation in cross-sectional
area (size), number of cores used, core material (mainly copper or aluminium), insulation material used,
armoured or unarmoured construction for strength, etc.
Existing trend in power cable production
181During fiscal 2024, the overall cables and wire production in India crossed 17 million km, up from 14.7 million
km, registering a y-o-y growth of 17%. Of this, the power cable production was 0.56 million km, which is 3%
of the total cables production volume. About 97% of the production volume is of special purpose cables (housing
wire cable, elastomer cables, telephone and instrumentation cables).
The historical growth of power cables was on account of factors such as the electrification of rural villages and
households (Power for All) under SAUBHAGYA and DDUGJY scheme; investments in transmission and
distribution systems for modernisation and increasing efficiencies; increased demand from renewable power
generation, particularly solar and wind energy; infrastructure development initiatives taken by the Indian
government such as Smart Cities Mission, and mass transit systems; and improved lifestyle and consumer
spending.
Low tension (PVC & XLPE cables): Low tension cables accounted for approximately 83% of the overall power
cable production volume of power cables in fiscal 2024. Production for low tension cables has clocked 2.0%
CAGR between fiscals 2018 and 2024. However, in the last 3 years, the production grown at 9.5% CAGR. The
segment grew at a faster pace on account of the government’s focus on rural electrification/ power for all,
significant progress in rural housing, as well as reasonable progress in urban affordable housing.
High tension (1.1 to 33 kV): High tension cables accounted for 16% of the overall power cable production
volume in Fiscal 2024. Production for HV (1.1 kV to 33 kV) clocked approximately 11.3% CAGR between
Fiscals 2018 and 2024. Increased investments in transmission and distribution (T&D), owing to the
government's focus on improvement of transmission networks has driven demand for power cables, especially
in the high voltage segment.
EHV (Above 33 kV): EHV cables accounted for 1% share of overall power cables production during Fiscal
2024. Production for EHV clocked approximately 19.8% CAGR between Fiscals 2018 and 2024, primarily
owing to increased demand for power, increased preference for underground cables (esp. in urban areas), etc.
Historical production of power cables (in lakh kms)
CAGR
Power cable types FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY2018-
2024
LV- PVC & XLPE Cables 3.62 4.59 3.77 3.11 2.99 3.33 4.09 2.0%
HV & EHV- 3.3 to 33 KV 0.40 0.50 0.44 0.46 0.43 0.48 0.76 11.3%
HV & EHV- Above 33 KV 0.02 0.01 0.06 0.03 0.03 0.04 0.06 19.8%
Total Production 4.04 5.10 4.27 3.60 3.45 3.85 4.91 3.3%
Source: IEEMA, CRISIL Intelligence
Key growth drivers for power cables
The manufacturing industry and infrastructure development are key drivers of the demand for cables and
conductors, with significant growth potential in areas such as power generation, residential and commercial
construction. As governments invest in initiatives like power grid expansion, housing development and
infrastructure upgrades, the cable market is poised to benefit from these efforts in the coming years. Furthermore,
the shift towards renewable energy sources, such as solar and wind power, is creating new opportunities for
industry. Some of the key drivers are as follows:
Favourable government power transmission and distribution schemes
The domestic power cables industry is expected to witness moderate growth driven by RDSS, which is aimed
at network modernisation and system loss reduction, PGCIL investments in system strengthening, new GEC
projects, and state transmission line additions.
Additionally, the power cables industry is expected to draw significant demand from spending on network
modernisation and system loss reduction through deployment of armoured cabling, aerial bunched cables, and
reconductoring. Moreover, underground cabling, renovation and modernisation of existing transmission lines of
66 kV and below would be required for loss reduction. over fiscal 2023-26.
Entry of private players in Transmission & Distribution space
182With the introduction of TBCB and VGF schemes for intra-state projects, the share of private sector players in
the power transmission sector is expected to increase gradually over the long term. With increased awarding of
projects under TBCB in the future, private participants are expected to play a key role in driving domestic power
demand, thereby positively impacting the demand of cables including transmission and power cables.
Capacity Additions in the power generation segment
Robust power capacity additions of 250-260 GW (incl. 27-30 GW energy storage projects) are expected over
fiscal 2025-29, as compared with ~86 GW in the previous five years, as India aims to reach 50% of cumulative
electric power installed capacity from renewable sources. Solar and wind installed capacity in India are expected
to grow by 200 GW and 55 GW respectively from 2024 to 2030 as per government targets. Such multifold
generation expansion plans also require large-scale development in the transmission sector because grid-
connected solar and wind plants are usually located in far-flung areas which have limited transmission
infrastructure. Extensive transmission and cable infrastructure transmit power from remote generation sites to
consumption centres. This in turn is expected to drive the demand for cables and conductors.
Outlook on market size of power cables
Low tension (PVC & XLPE Cables): The LT cables have registered negative growth (-2.3% CAGR) in the past
5 years between Fiscal 2019-24. However, in the past three years, the domestic consumption has shown a CAGR
of 9.5%. It is expected that the segment shall post a CAGR of 6-7% in volume terms between fiscal 2025-29,
with its continued demand across residential, commercial and light industrial applications.
High tension (1.1 to 33 kV): Expected rise in investments in transmission and distribution (T&D), owing to the
government's focus on improvement of distribution networks under RDSS for loss reduction, network
expansion, augmentation, industrial installations especially in the high voltage segment shall lead to the segment
posting 11-12% CAGR between fiscal 2024-29 in volume terms, almost similar to CAGR witnessed in the past
six-year period.
EHV (Above 66 kV): Expected increase in demand for power, increased preference for underground cables (esp.
in urban areas), etc., shall lead to the segment witnessing a CAGR of 11.5-12.5% between fiscal 2024-29, albeit
on a low base. Increased capacity additions (executed as well as planned) in the segment, owing to relatively
better profitability (as per industry publications), by a few organised players, to further aid volume growth for
the industry.
The overall production volume of power cables for use in domestic market is expected to witness a CAGR of
7.0% - 8.0% between fiscal 2024-29 and reach to about 7.0 lakh kms by fiscal 2029. The share of LT cables is
expected to be ~80% of the total domestic power cable consumption by fiscal 2029, followed by HT cables at
17-18% and EHV cables at 2-3%.
Projected domestic consumption volume of power cables
(Lakh km)
CAGR: 7.0% - 8.0%
6.9-7.1
6.4-6.6
5.6-5.7 6.0-6.1
5-2-5.3
4.91
FY24 FY25F FY26F FY27F FY28F FY29F
F: Forecast; Source: CRISIL Intelligence
In terms of value, CRISIL Intelligence expects power cables market size to grow at a CAGR of ~12-13%
between fiscal 2025-29, and reach ~USD 5.2 – 5.5 billion by fiscal 2029 due to ongoing infrastructure
development projects, feeder segregation, RDSS initiatives, surge in construction activities and robust capacity
addition plan.
183The market share of LT cables is over 50% as of fiscal 2024 and is expected to be ~46-47% by fiscal 2029. The
share of HV and EHV cables is expected to be range bound by about 35-37% and 15-17%, respectively.
Projected market size of power cables (FY24-29F)
(USD Bn)
5.2-5.5
CAGR: 12.0% - 4.6-4.9
13.0% 4.1-4.4 0.9-1.0
3.7-4.0 0.8-0.9
3.3-3.6 0.7-0.8
2.9 0.6-.0.7 1.9-2.0
0.5-0.6 1.6-1.7
0.4 1.4-1.5
1.3-1.4
1.1-1.2
1.0
1.5 1.7-1.8 1.8-1.9 2.0-2.1 2.2-2.3 2.4-.2.5
FY24 FY25F FY26F FY27F FY28F FY29F
LT cables HT cables EHV cables Total
F: Forecast; Source: CRISIL Intelligence
Renewable Sector Assessment
Overview of different renewable energy sources
Renewable sources are a clean source of energy as they do not burn like fossil fuels, preventing the release of
pollutants into the air. Increasing use of RE would help avoid carbon emissions, and thereby, restrict global
warming. Further, the wide availability of these resources makes them less susceptible to depletion unlike
conventional sources of energy. While there are multiple renewable sources that can be utilised, including solar,
wind, small hydro, biomass, and bagasse remain key sources.
Renewable energy installations (incl. large hydro) have increased three-fold to ~191 GW as of March 2024, as
compared with ~63 GW as of March 2012 (source: MNRE), led by various central and state-level incentives.
As of March-2024, installed grid connected RE generation capacity (incl. large hydro) in India constituted ~43%
of the total installed generation base in India. This growth has been led by solar power, which has grown to ~82
GW from merely ~0.09 GW over the discussed time period (i.e., from March 2012).
India’s RE (incl. large hydro) capacity was 43% at the end of March-2024
(GW)
Solar, 82, 19%
Conventional, 251,
RE, 191,
57% Wind, 46, 10%
43%
Biomass+Bagasse,
Large Hydro, 47, 10, 2%
11% Small Hydro, 5, 1%
Others, 1, 0%
Conventional Large Hydro Solar Wind Biomass+Bagasse Small Hydro Others
Conventional: Coal, Gas, Lignite, and Nuclear
Source: MNRE; CEA, CRISIL Intelligence
Benefits of renewable energy over conventional sources
Sustainable and endless - RE can meet our energy needs indefinitely, reducing reliance on depleting resources
and mitigating the risks associated with resource depletion.
Cost-effective - The cost of RE has decreased dramatically over the years from Rs 10-11 per/kWh to Rs 3-
4/kWh, making it more competitive with conventional energy sources.
184Energy independence and security - RE can reduce dependence on imported fossil fuels, improving energy
security and reducing the risks associated with price volatility. By generating energy locally, renewable energy
can reduce reliance on distant energy sources, improving energy independence and reducing the risks associated
with supply disruptions.
Flexibility and scalability - RE can be deployed at various scales, from small rooftop solar installations to large
wind farms or hydroelectric power plants. Renewable energy can be easily integrated into existing energy
systems, allowing for a gradual transition to a low-carbon economy.
Telecom Sector Assessment
The telecom industry in India is the second largest in the world with a subscriber base of 1.2 billion (wireless &
wireline subscribers) as of August-2024 and has registered a strong growth in the last decade. This growth is
attributed to the increasing affordability of smartphones, low data costs, and a large young population. The
introduction of 4G and 5G technology has spurred significant growth and telecom industry is playing an
important role in India’s digital transformation, enabling services like e governance, digital payments, and online
education. The India telecom market is split into three segments; mobile (wireless), fixed-line (wireline), internet
services.
Telecom Industry Segmentation
Source: CRISIL Intelligence
Telecom Sector Gross Revenue, USD billion, FY-19 to FY-24
37 37
36
34
30
29
FY19 FY20 FY21 FY22 FY23 FY24
Source: IBEF, CRISIL Intelligence
Growth of telecom sector
India’s total telecom users base stood at 1,187.15 million as on November 30, 2024. In FY2023-24, the telecom
industry reported a healthy growth in customer additions, with a 2.3% increase. From March 2024 to November
1852024, customer base declined by ~1.0% while the tele-density was at 84.32% as on November 30, 2024. The
urban tele-density stood at 131.01%, whereas the rural tele-density stood at 58.31% as on November 30, 2024.
Among the service areas excluding metros, Himachal Pradesh had the highest tele-density (119.50%) followed
by Kerala (118.99%), Punjab (110.84%), Karnataka (103.95%), Tamil Nadu (102.09%), Maharashtra
(100.31%), Andhra Pradesh (94.09%) and Gujarat (89.72%). Among the metros, Delhi topped with 278.07%
tele-density. On the other hand, the service areas, such as Bihar (56.27%), Uttar Pradesh (65.96%), Madhya
Pradesh (68.25%) and Assam (72.82%) have comparatively low tele-density.
The wire-line customer base stood at 33.79 million at the end of March 31, 2024, vis-à-vis 33.79 million at the
end of March 31, 2024. The wire-line customer base increased from 33.79 million at the end of March 31, 2024
to 38.50 million at the end of November 2024 with a monthly growth rate of 1.64%.
Telecom customer base, million, FY-19 to FY-24
1,201
1,199
1,187
1,184
1,178
1,172
1,167
FY19 FY20 FY21 FY22 FY23 FY24 FY25 (till Nov
2024)
Source: Telecom Regulatory Authority of India, CRISIL Intelligence
Tele Density: India, %, FY-19 to FY-24
90.11%
88.17%
87.37%
84.88% 85.69%
84.51% 84.32%
FY19 FY20 FY21 FY22 FY23 FY24 FY25 (till Nov
2024)
Source: Telecom Regulatory Authority of India, CRISIL Intelligence
Telecom Cables
Telecom cables form the backbone of India's telecommunications infrastructure, with various types serving
different purposes across the country. Optical Fiber Cables (OFC) have emerged as the primary medium for
modern telecommunications, offering high-speed data transmission capabilities. Major initiatives like BharatNet
extensively use OFC to connect rural areas, with key players such as Sterlite Technologies, Birla Cables, and
Finolex Cables leading the manufacturing sector. These cables are crucial for 4G/5G networks, broadband, and
enterprise connectivity.
Infrastructure development in India's telecom sector is driven by government initiatives like Digital India, with
the BharatNet project aiming to connect all gram panchayats. Private telecom operators are also expanding their
186fiber networks, though they face challenges related to Right of Way (RoW) in urban areas and must choose
between underground and aerial cable deployment methods.
Types of Telecom Cables
Cable Description
- Made of glass or plastic fibers that transmit data using light signals
- Types include Single-mode fiber (for long distances) and Multi-mode fiber (for
shorter distances)
Optical Fiber Cables (OFC)
- Highest bandwidth capacity and data transmission speeds
- Minimal signal loss and interference
- Used in long-distance communications, high-speed internet, and backbone networks
- Consists of a central conductor surrounded by insulation and a conductive shield
- Types include RG-6, RG-11, and RG-59
Coaxial Cables - Used for cable TV, internet, and some telephone services
- Better shielding against electromagnetic interference
- Moderate bandwidth capacity
- Most common in local area networks (LANs)
Unshielded Twisted Pair - Categories include Cat5e, Cat6, Cat6a, Cat7, Cat8
Cables - Used in ethernet networks and telephone systems
- Cost-effective but susceptible to interference
- Additional shielding for better protection against interference
Shielded Twisted Pair - Used in environments with high electromagnetic interference
Cables - More expensive than UTP
- Better performance in challenging environments
- Specially designed for underwater installation
- Heavy armor and water-resistant construction
Submarine Cables - Used for intercontinental communications
- Multiple fiber pairs with repeaters
- High capacity for international data transmission
- Used for last-mile connectivity
- Connect main lines to individual premises
Drop Wire Cables - Various configurations for different applications
- Weather-resistant construction
- Common in telephone networks
- Designed for overhead installation
- Self-supporting or messenger wire supported
Aerial Cables - Weather and UV resistant
- Used in areas where underground installation is difficult
- Cost-effective deployment option
- Designed for direct burial or duct installation
- Additional protection against moisture and physical damage
Underground Cables - Various armor options available
- Used in urban areas and critical infrastructure
- Higher installation cost but better protection
Optic Fiber Sector
Internet and broadband have changed the world and are ever changing it. High speed telecommunication
networks are the assets desired by every nation to bring about higher productivity and prosperity to their vast
population. There is an ever-growing importance of the telecommunication system in the current world. The
optical fibre has become the backbone of the present day high speed digital telecommunication network due to
very high bandwidth and very low loss offered by it as compared to another physical medium.
The optic fibre sector in India is experiencing significant growth, driven by increasing demand for high-speed
connectivity and enabled by technological advancements and government initiatives. The Optical Fibre Cable
Connectivity in the country has improved significantly over the last decade. Total Optical Fibre laid increased
from 1.1 million km in 2014 to 3.9 million km in September 2023. The rapid surge in data consumption,
exacerbated by the widespread adoption of smartphones and data-intensive applications, necessitates efficient
and high-speed data transmission networks. Additionally, the adoption of 5G technology requires advanced data
transmission capabilities, further amplifying the demand for fibre optic components. In 2024 alone 6.9 lakh km
of optical fibre cable was laid.
187Optical Fibre Cable Laid, million km, 2014 to 2023
3.9
1.1
2014 Sep-23
Source: Ministry of Communications, CRISIL Intelligence
BharatNet Project, launched in 2011 as the National Optical Fibre Network (NOFN) and rebranded as BharatNet
in 2015, is an ambitious initiative aimed at delivering high-speed broadband connectivity to all Gram Panchayats
(GPs) in India and plays an important role in the Digital India program by bridging the digital divide in rural
regions and ensuring last-mile connectivity. The project is poised to significantly increase the demand for wires
and cable products in the telecom industry in India. By expanding broadband connectivity to rural areas, the
project generates substantial requirements for optical fiber cables and related infrastructure. This demand is
driven by the project's scale, governmental support, and the overarching goal of enhancing digital access across
the country.
Oil & Natural Gas Pipeline Sector Assessment
India's oil and natural gas pipeline infrastructure plays a crucial role in the country's energy distribution system.
Currently, the natural gas pipeline network spans more than 24,945 kilometres, with major operators including
GAIL, GSPL, and Reliance Gas Transportation Infrastructure managing key networks such as the Hazira-
Vijaipur-Jagdishpur (HVJ) pipeline, East-West pipeline, and Dahej-Uran pipeline. The oil pipeline
infrastructure is equally significant, comprising more than 9,000 kilometres of petroleum product pipelines,
operated primarily by industry giants like Indian Oil Corporation (IOC), Hindustan Petroleum (HPCL), and
Bharat Petroleum (BPCL).
The Indian government has embarked on an ambitious expansion plan through the National Gas Grid initiative,
which aims to extend the gas pipeline network to 35,750 kilometres. This extensive project seeks to connect all
major demand and supply centres across the country while developing regional gas grids to ensure
comprehensive coverage. Several major projects are currently underway, including the Pradhan Mantri Urja
Ganga Pipeline Project, the Northeast Gas Grid Project, the Jagdishpur-Haldia & Bokaro-Dhamra Pipeline
Project, and the Kochi-Mangaluru Natural Gas Pipeline. These initiatives are supported by robust policy
frameworks designed to increase the share of natural gas in India's energy mix to 15% by 2030, complemented
by unified tariff policies and the granting of infrastructure status to gas pipelines.
However, the expansion of pipeline infrastructure faces several significant challenges. Land acquisition issues
continue to be a major hurdle, often causing project delays and cost escalations. Environmental clearances,
project financing, right of way challenges, and regulatory complexities also pose substantial obstacles to timely
project completion. Despite these challenges, the government remains committed to addressing these issues
through policy reforms and streamlined approval processes.
These developments in pipeline infrastructure are expected to have far-reaching implications for India's
economic growth, industrial development, and environmental goals. The expansion of the pipeline network will
enable better access to cleaner fuels, reduce transportation costs, and contribute to the country's energy security.
As India continues to grow and develop, the role of pipeline infrastructure in supporting this growth while
facilitating the transition to cleaner energy sources becomes increasingly critical.
City Gas Distribution
City Gas Distribution in India represents a crucial infrastructure system that delivers natural gas to end-users in
urban areas through an intricate network of pipelines. The system primarily focuses on supplying Compressed
Natural Gas (CNG) for vehicles and Piped Natural Gas (PNG) for domestic, commercial, and industrial
188consumers. The sector is regulated by the Petroleum and Natural Gas Regulatory Board (PNGRB), which
oversees licensing, monitoring, and safety standards implementation across the country's CGD networks.
The implementation of CGD networks offers numerous benefits to both the economy and environment. It
provides an environmentally friendly alternative to conventional fuels, proves cost-effective for consumers, and
helps reduce India's dependency on imported oil. The system has demonstrated significant advantages in terms
of safety compared to traditional cooking fuels and has contributed substantially to reducing air pollution in
urban areas. However, the sector faces several challenges, including high initial infrastructure costs, limited
natural gas availability, complications in obtaining pipeline laying permissions in urban areas, competition from
alternative fuels, and the need for greater public awareness and acceptance.
The Indian government has shown strong commitment to developing the CGD sector through various initiatives.
These include the development of the National Gas Grid, integration with the Smart Cities Mission, and the
implementation of the Pradhan Mantri Urja Ganga Project. The government has also provided robust policy
support for natural gas infrastructure development, aiming to increase the share of natural gas from 6% to 15%
by 2030 in India's energy mix.
To achieve the target of 15% by 2030 and expand the CGD network to cover 70% of the population with access
to cleaner cooking fuel (PNG) and transportation fuel (CNG), the government plan to invest approximately INR
3 trillion in gas infrastructure, which includes the development of pipelines, LNG terminals, and CGD networks
over the next five years. The government aims to have approximately 120 million PNG connections and 17,500
CNG stations. As on September 2024, the total number of CNG station and PNG connections were 7,259 and
13.6 million, respectively.
The government is focused on expanding the natural gas pipeline network to improve gas availability throughout
India. This expansion includes adding approximately 10,805 km of pipelines to the existing network. As of
September 2024, the operational natural gas pipeline network was 24,945 km, with the expansion aiming to
complete the National Gas Grid. The "One Nation, One Gas Grid" initiative aims to develop natural gas
infrastructure and ensure a unified tariff for natural gas pipelines. An investment of approximately USD 4.95
billion is expected from companies to build natural gas pipeline infrastructure in the northeastern states and the
northern territories of Kashmir and Ladakh.
CGD Players in India
Players Establishment Headquarters Coverage
Operating in 16 geographical areas including Sonipat,
Noida, Uttar
GAIL Gas Ltd 2008 Meerut, Mirzapur-Chandauli-Sonbhadra, Dehradun
Pradesh
districts
Indraprastha Gas Operating in Delhi, Noida, Greater Noida, Ghaziabad,
1998 New Delhi
Limited Rewari, Gurugram, Karnal
Mahanagar Gas
1995 Mumbai Operating in Mumbai, Thane, Navi Mumbai, Raigad
Limited
Largest CGD network in India in terms of sales volume
operating in 44 districts in 6 states of Gujarat,
Gujarat Gas
1980 Ahmedabad Maharashtra, Rajasthan, Haryana, Punjab & Madhya
Limited
Pradesh and 1 Union territory of Dadra & Nagar
Haveli
Adani Total Gas Operating in Ahmedabad and Vadodara in Gujarat,
2005 Ahmedabad
Limited Faridabad in Haryana and Khurja in Uttar Pradesh
The company has its presence in 17 Geographical areas
Torrent Gas Ltd 2019 Ahmedabad spread across 34 districts covering 7 States and 1 union
territory in India
Indian Oil-Adani The company is establishing its CGD business in 19
Gas Private 2013 Noida GAs for which it has received authorizations, of which
Limited it has received 10 Gas
Maharashtra
Operating in Pune, Pimpri-Chinchwad, and nearby
Natural Gas 2006 Pune
areas
Limited
The company operates in the Geographical Areas
Central UP Gas
2005 Kanpur (GAs) of Kanpur (including some part of Unnao),
Limited
Bareilly and Jhansi
189Players Establishment Headquarters Coverage
Sabarmati Gas Operating in Gandhinagar, Mehsana, Sabarkantha and
2006 Gandhinagar
Limited Aravalli districts in Northern Gujarat
Source: Company Websites, Crisil Intelligence
Midstream Oil Pipeline Infrastructure
India's midstream oil pipeline infrastructure represents a critical component of the nation's energy transportation
system, comprising an extensive network that spans over more than 10,000 kilometers across the country. This
vast network serves as the backbone of India's oil and petroleum product distribution, connecting major ports,
refineries, and consumption centers through a sophisticated web of pipelines that ensures efficient and cost-
effective transportation of both crude oil and refined products.
The infrastructure is primarily operated by several key state-owned enterprises, with Indian Oil Corporation
Limited (IOCL) maintaining the largest pipeline network. Other significant players include Hindustan Petroleum
Corporation Limited (HPCL), Bharat Petroleum Corporation Limited (BPCL), Gas Authority of India Limited
(GAIL), and Oil and Natural Gas Corporation (ONGC). These organizations manage various strategic pipeline
systems, including major crude oil pipelines such as the Salaya-Mathura Pipeline, Paradip-Haldia-Barauni
Pipeline, Mumbai-Manmad Pipeline, and the Mundra-Panipat Pipeline. Additionally, crucial product pipelines
like the Kandla-Bhatinda Pipeline, Mumbai-Pune-Solapur Pipeline, and Kochi-Coimbatore-Karur Pipeline form
essential parts of the distribution network.
However, the sector faces several challenges that require careful attention and strategic planning. These include
complications in land acquisition for new projects, obtaining environmental clearances, addressing right of way
challenges, maintaining aging infrastructure, and ensuring security across the extensive network.
Petroleum Products Pipelines
India's pipeline network has been expanding significantly, with 13,652.5 km of authorized pipelines, of which
9,223 km are operational, and 4,341.5 km are under construction. This steady growth reflects the government's
and industry stakeholders' commitment to enhancing the country’s energy logistics and distribution capabilities.
Petroleum products pipelines
Details (As on 30th September 2024) Length (in Km)
Authorized 13,652.50
Operational 9,223
Under construction 4,314.50
Source: PNGRB
Major Upcoming Petroleum Product Pipelines
Under
Authorize Authorized Target
Constructio
Pipeline Entity d Length Capacity Completio Passing Through States
n Length
(km) (MMTPA) n
(km)
Irugur –
BPCL 294 3.52 294 25-Dec Tamil Nadu, Karnataka
Devangonthi
Kochi –
Coimbatore
KSPPL 458 1.53 255 25-Mar Kerala, Tamil Nadu
–Erode –
Salem
Ennore –
Port Manali IMC
21 7 21 20-Jul Tamil Nadu
Industrial Ltd
Area
Kandla – Gujarat, Madhya Pradesh,
IHB Ltd 2,757 8.25 2,757 24-Sep
Gorakhpur UP
Krishnapatn
am – BPCL 455 4.4 455 25-Mar Telangana, Andhra Pradesh
Hyderabad
190Under
Authorize Authorized Target
Constructio
Pipeline Entity d Length Capacity Completio Passing Through States
n Length
(km) (MMTPA) n
(km)
JNPT to
Navi
Mumbai IOCL 22 4.45 22 25-Aug Maharashtra
Airport
(ATF)
Haldia –
HPCL 215 1.45 215 25-Nov West Bengal
Panagarh
Piyala –
BPCL 34 4.58 34 26-Feb Uttar Pradesh, Haryana
Jewar
Devangonthi
– IOCL 232 2.6 232 26-Jun Karnataka, Andhra Pradesh
Chitradurga
Malkapur to
Rajiv
BPCL 56.5 4.99 56.5 27-Sep Telangana
Gandhi Intl
Airport
Source: PNGRB
The operational pipelines, covering 17 key routes, demonstrate robust infrastructure already in place, servicing
various industrial, residential, and transportation sectors. Notable pipelines like the Jamnagar–Loni (1,414 km)
and Mundra–Delhi (1,334 km), operated by GAIL and HPCL respectively, highlight the scale and efficiency of
the existing network. These pipelines connect critical industrial hubs and serve multiple states, ensuring
uninterrupted fuel supply across regions. The presence of pipelines in states like Maharashtra, Karnataka, and
Tamil Nadu indicates their strategic importance in industrially vibrant regions. Moreover, pipelines like the
Bina–Panki and Numaligarh–Siliguri illustrate the focus on extending connectivity to emerging regions like
Uttar Pradesh, Assam, and West Bengal.
With over 4,341.5 km of new pipelines under construction, significant projects like the Kandla–Gorakhpur
pipeline (2,757 km) underscore India’s push for long-distance connectivity, linking the western industrial
corridor to the eastern and northern markets. This pipeline, with a capacity of 8.25 MMTPA, is a critical
infrastructure project expected to catalyze industrial growth in states like Gujarat, Madhya Pradesh, and Uttar
Pradesh. Additionally, pipelines like Krishnapatnam–Hyderabad and Haldia–Panagarh reflect efforts to
strengthen connectivity in southern and eastern regions, supporting regional energy demand growth.
Natural Gas Transmission Pipelines
As on September, PNGRB has authorized approximately 33,475 km length of Natural Gas Pipeline Network
across the country. Out of this, 24,945 km length of natural gas pipelines including spur lines, are operational
and a total of 10,805 km length of pipelines is under various stages of construction. The length of operational
pipelines has increased from 21,715 kms on 31st March 2022 to 24,945 kms on 30th September 2024. GAIL is
the leading player, accounting for >60% of the total pipeline infrastructure. Gujarat State Petronet Ltd (GSPL),
which operates mainly in Gujarat, and Brookfield-led India Infrastructure Trust, which operates the East-West
gas pipeline connecting Kakinada (Andhra Pradesh) to Bharuch (Gujarat), are the other leading players in the
industry.
Gas transmission pipelines
Details (As on 30th
Type Length (Km) Total (Km)
September 2024)
Common Carrier 31,903
Authorized Natural Gas
Tie-in connectivity 792 33,475
Pipelines
Dedicated 780
Common Carrier 23,573
Operational Natural Gas
Tie-in connectivity 202 24,945
Pipelines
Dedicated 653
191Details (As on 30th
Type Length (Km) Total (Km)
September 2024)
Sub-Transmission
517
Pipelines
Common Carrier 9,528
Tie-in connectivity 593
Under Construction
10,805
Natural Gas Pipelines Dedicated 122
Sub-Transmission
562
Pipelines
Source: PPAC
Major Upcoming natural gas pipelines
States from
Upcoming Length (km) Status (As
Authorised Expected which
Pipeline capacity (upcoming/unde on
entity completion pipeline will
(MMSCMD) r construction) 30.06.2024)
pass
Jagdishpur-
Haldia- Uttar Pradesh,
Authorized
Bokaro- Bihar,
length -3,546
Dhamra- 3,141 km Jharkhand,
GAIL 23 km, under Dec-24
Paradip- operational West Bengal,
construction –
Barauni- Odisha,
405 km
Guwahati Assam
(JHBDPL)
Mallavaram Andhra
Authorized
– Bhopal Pradesh,
length -1,811
GSPCs India 364 km Telangana,
78.25 km, under NA
Bhilwara – Transco Ltd operational. Madhya
construction -
Vijaipur Pradesh,
1,517 km
Rajasthan
Authorized
Gujarat,
length – 1,940
Mehsana- GSPC India 1,200 km Rajasthan,
80.11 km, under Dec-24
Bhatinda Gasnet Ltd operational. Haryana,
construction –
Punjab
740 km
Authorized Tamil Nadu,
length -1,431 Operating Karnataka,
Ennore-
IOCL 84.7 km, under length of Mar-25 Andhra
Tuticorin
construction - 1,080 km Pradesh, UT
351 km of Puducherry
Kakinada-
Authorized Under Andhra
Vijayawada- IMC Ltd 18 Post FY25
length – 667 km construction Pradesh
Nellore
North-East Authorized
Indradhanush Under North-eastern
Natural Gas 4.75 length – 1,656 Mar-25
Gas Grid Ltd construction states
Pipeline Grid km
Kanai
H-Energy Pvt Under
Chhata- 19.2 317 Dec-24 West Bengal
Ltd construction
Shrirampur
Andhra
Srikakulam- Authorized Under
GAIL 6.65 Dec-24 Pradesh,
Angul length -690 km construction
Odisha
Maharashtra,
Mumbai- Authorized Madhya
Under
Nagpur- GAIL 16.5 length – 1,755 Oct-24 Pradesh,
construction
Jharsuguda km Chhattisgarh,
Odisha
Source: PNGRB
Types of coatings for Oil & Natural Gas Pipelines
Pipeline coatings play a crucial role in protecting crude oil and natural gas infrastructure from corrosion,
mechanical damage, and environmental factors. The benefits of pipeline coatings extend beyond basic
192protection. They provide crucial corrosion prevention, mechanical protection against physical damage, chemical
resistance against aggressive substances, and thermal insulation for temperature stability. These advantages
contribute to extended pipeline life, reduced maintenance costs, and improved operational efficiency. Regular
maintenance and inspection protocols, including visual examinations, holiday detection, and adhesion testing,
are essential for ensuring the continued effectiveness of the coating system.
The selection of appropriate pipeline coatings involves careful consideration of various factors, including
environmental conditions such as soil characteristics, temperature variations, and moisture levels. Operating
conditions, including temperature, pressure, and chemical exposure, also significantly influence coating choice.
Installation requirements and regulatory compliance further shape the decision-making process, ensuring that
the chosen coating system meets both practical and legal requirements.
Types of Coatings
Coatings Description
- Most commonly used coating type
- Excellent adhesion to steel
Fusion Bonded Epoxy (FBE)
- Good chemical and temperature resistance
Coatings
- Single-layer or multi-layer applications
- Environmentally friendly (no VOCs)
- Two layers of FBE coating
- Enhanced protection
Dual Layer FBE
- Better temperature resistance
- Improved mechanical properties
- Consists of FBE primer layer, Adhesive middle layer and
Three-Layer Polyethylene/polypropylene top layer
Polyethylene/Polypropylene - Excellent mechanical protection
Systems - Good resistance to soil stress
- Superior moisture barrier
- Traditional coating material
- Good moisture resistance
Coal Tar Enamel
- Excellent adhesion
- However, environmental concerns have reduced its use
- Epoxy-based systems
- Polyurethane coatings
Liquid Applied Coatings
- Used for field joints and repairs
- Can be applied in various conditions
- Cold-applied tape coatings
- Heat-shrinkable sleeves
Tape Wrap Systems
- Used for joints and small sections
- Easy field application
- Used for underwater pipelines
- Provides mechanical protection
Concrete Coatings
- Adds weight for negative buoyancy
- Often combined with other coating systems
The evolution of pipeline coating technology continues to be driven by industry needs for more efficient,
durable, and environmentally friendly solutions. The selection of appropriate coating systems requires a
balanced assessment of multiple factors, including specific project requirements, environmental conditions, and
operational parameters. As the industry advances, new coating technologies and application methods are being
developed to meet the growing demands for pipeline protection while addressing environmental concerns and
regulatory requirements. This ongoing development ensures that pipeline infrastructure remains well-protected
and efficient in its critical role of transporting crude oil and natural gas.
Types of Polymers for Coatings
Pipeline coatings utilize a diverse range of polymers, each serving specific protective functions for oil and gas
infrastructure. Thermosetting polymers, including epoxy resins, polyurethanes, and phenolic resins, provide
excellent chemical resistance and adhesion properties, with temperature tolerances up to 200°C. Thermoplastic
polymers such as polyethylene (PE) and polypropylene (PP) are crucial components in multilayer coating
systems, offering superior moisture barriers and mechanical protection. Adhesive polymers, particularly
modified polyolefins and synthetic rubber, ensure strong bonding in multilayer systems. Specialty polymers like
fluoropolymers and polyamides address specific challenging applications, while hybrid systems combining
different polymer technologies, such as epoxy-polysiloxane and epoxy-polyurethane, offer enhanced
193performance characteristics. The industry continues to evolve with the development of smart polymers
194eaturingg self-healing capabilities and environmentally sustainable solutions, including bio-based polymers
and nanocomposites. The selection of appropriate polymers depends on various factors including operating
conditions, environmental considerations, application requirements, and cost constraints, ensuring optimal
pipeline protection and longevity.
Types of Thermosetting Polymers
Polymers Description
- Bisphenol A-based epoxies
- Novolac epoxies (for high-temperature applications)
- Modified epoxy systems
Epoxy Resins
- Primary use in FBE coatings
- Excellent chemical resistance and adhesion properties
- Good temperature resistance (up to 150°C)
- Aromatic polyurethanes
- Aliphatic polyurethanes
- Two-component systems
Polyurethanes
- Used in topcoats and liquid-applied coatings
- Excellent UV resistance and flexibility
- Good abrasion resistance
- Resole phenolics
- Novolac phenolics
Phenolic Resins - Used in high-temperature applications
- Excellent chemical resistance
- Good thermal stability
Types of Thermoplastic Polymers
Polymers Description
- High-Density Polyethylene (HDPE)
- Medium-Density Polyethylene (MDPE)
- Cross-linked Polyethylene (PEX)
Polyethylene (PE)
- Used in three-layer systems
- Excellent moisture barrier
- Good mechanical protection
- Homopolymer PP
- Copolymer PP
- Used in high-temperature applications
Polypropylene (PP)
- Better temperature resistance than PE
- Good mechanical properties
- Excellent chemical resistance
- Rigid PVC
- Plasticized PVC
Polyvinyl Chloride (PVC) - Used in tape systems
- Good chemical resistance
- Cost-effective solution
The pipeline coating industry has undergone significant technological transformation in recent years, marked by
several key innovations. Smart coating technologies now offer self-healing properties and real-time monitoring
capabilities, while nanotechnology integration has dramatically improved coating performance through
enhanced barrier properties and mechanical strength. Automated application methods, including robotic systems
and precision spray technologies, have revolutionized coating application processes. Environmental
considerations have led to the development of zero-VOC coatings and sustainable materials, while digital
integration through IoT-enabled systems and AI-powered inspection methods has enhanced quality control and
monitoring capabilities. Multi-functional coatings combining corrosion protection, thermal insulation, and fire
protection have emerged, alongside advanced materials like graphene-enhanced coatings and hybrid organic-
inorganic compounds. Safety improvements and sophisticated quality control systems have reduced risks and
improved reliability. These advancements have resulted in significant operational benefits, including reduced
maintenance costs and extended asset life, though challenges remain in implementation and initial investment.
The industry continues to evolve with emerging technologies such as quantum dot technology and biomimetic
coatings, promising even more innovative solutions for pipeline protection while meeting environmental and
regulatory requirements.
194Technological Advancements in Coatings
Technologies Description
- Self-healing coatings that automatically repair minor damage
- Color-changing indicators for corrosion detection
Smart Coating Technologies - Embedded sensors for real-time monitoring
- Temperature-responsive coating systems
- Smart polymers with adaptive properties
- Nanoparticle-enhanced coatings for improved barrier properties
- Carbon nanotube reinforcement for mechanical strength
Nanotechnology Integration - Nano-structured surfaces for better adhesion
- Anti-microbial nanoparticles for biofouling prevention
- Enhanced thermal and electrical conductivity
- Automated robotic coating systems
- Precision spray technologies
Advanced Application
- Digital quality control systems
Methods
- Real-time thickness monitoring
- Advanced surface preparation techniques
- Zero-VOC coating formulations
- Bio-based and sustainable raw materials
Environmental Innovations - Water-based coating systems
- Recyclable coating materials
- Energy-efficient application processes
- IoT-enabled coating monitoring
- Digital twin technology
Digital Integration - Predictive maintenance systems
- Data analytics for performance optimization
- Cloud-based quality control
Government Policies & Initiatives
The Indian government has implemented numerous policies and initiatives to develop and regulate the oil &
natural gas pipeline sector. At the forefront is the National Gas Grid initiative, which aims to expand the current
pipeline network from 24,945 km to 35,750 km, focusing on connecting major demand and supply centers across
the country.
The policy framework includes key measures like the Hydrocarbon Exploration and Licensing Policy (HELP),
which provides uniform licensing for exploration and production, along with revenue sharing models and
marketing freedom. The Open Acreage Licensing Policy (OALP) complements this by allowing companies to
choose blocks for exploration through a transparent bidding process. Infrastructure development is another
crucial aspect, with investments in strategic petroleum reserves, gas trading hubs, and LNG terminals.
The regulatory framework is overseen by the Petroleum and Natural Gas Regulatory Board (PNGRB), which
implements the common carrier principle for pipeline usage and manages authorizations for laying, building,
and operating pipelines. The government also provides financial incentives such as capital grants for pipeline
projects in difficult terrains, Viability Gap Funding (VGF), and various tax benefits for infrastructure
development.
City Gas Distribution (CGD) has received special attention, with ongoing expansion of networks across cities
through bidding rounds for geographical areas and a focus on domestic PNG connections. The Make in India
initiative promotes domestic manufacturing of pipeline equipment, technology transfer, and skill development,
while also implementing local content requirements.
Environmental policies and digital initiatives have also been integrated into the sector's development. These
include emission standards, safety regulations, environmental impact assessments, and the implementation of
SCADA systems for real-time monitoring and smart metering. Furthermore, the government has established
cross-border cooperation through international pipeline projects and energy cooperation agreements to enhance
regional gas grid connectivity.
All these policies and initiatives are designed to achieve multiple objectives: ensuring energy security, increasing
the share of natural gas in the energy mix, reducing import dependency, creating robust infrastructure, promoting
195clean energy, and generating employment opportunities in the sector. This comprehensive approach
demonstrates the government's commitment to developing a sustainable and efficient oil and natural gas pipeline
network in India.
Water Pipeline Sector
India's water pipeline infrastructure has undergone significant transformation since the country's independence,
evolving from basic urban-centric networks to an extensive system serving both urban and rural areas. The initial
development focused primarily on urban centres and agricultural irrigation, with substantial expansion occurring
during the Green Revolution of the 1960s and 1970s, which revolutionized India's agricultural landscape and
necessitated comprehensive water distribution systems.
Major metropolitan areas have developed complex distribution networks, though they continue to grapple with
challenges such as aging infrastructure and significant water losses through leakages. The rural water supply
scenario has seen remarkable improvement under the ambitious Jal Jeevan Mission, which aims to provide tap
water connections to every rural household. As of January 2025, the Jal Jeevan Mission (JJM) has successfully
provided tap water connections to 12.20 crore additional rural households, bringing the total coverage to over
15.44 crore households, which accounts for ~80%% of all rural households in India.
Several major projects are reshaping India's water pipeline landscape. The National Water Grid project
represents an ambitious endeavour to interconnect major rivers, facilitating water transfer from surplus to deficit
regions. Various state-level initiatives have also made significant contributions, including Karnataka's Cauvery
Water Supply Scheme, Gujarat's extensive Narmada Canal Network, and Maharashtra's Jalyukt Shivar Abhiyan,
each addressing region-specific water distribution challenges.
Types of Coatings in Water Pipeline
Pipeline coatings play a crucial role in protecting water infrastructure, with several types available for different
applications. When selecting a coating system, several factors must be considered, including environmental
conditions, operating temperature, installation method, maintenance requirements, cost constraints, and
expected service life. Local regulations and surface preparation requirements also play crucial roles in the
decision-making process. Each coating type has its specific advantages and limitations, and the choice ultimately
depends on the particular requirements of the pipeline project, including its location, operating conditions, and
budget constraints.
The effectiveness of any coating system also relies heavily on proper application and maintenance procedures.
Regular inspection and maintenance programs are essential to ensure the coating continues to provide adequate
protection throughout the pipeline's service life. As technology advances, new coating solutions continue to
emerge, offering improved protection and longer service life for water pipeline infrastructure.
Types of Coatings
Coatings Description
Metallic Coatings These are applied through hot-dip or electroplating processes, offer excellent
corrosion resistance and mechanical protection, making them ideal for
underground pipelines and marine environments
Cement Based Coatings These types of coating consist of cement, sand, and water mixtures, providing
a cost-effective solution with good chemical resistance, particularly suitable
for municipal water systems and large-diameter pipes
Fusion Bonded Epoxy (FBE) It is a thermosetting powder coating known for its superior adhesion and
corrosion protection, commonly used in oil, gas, and water transmission lines
Polyurethane Coatings These coatings offer high flexibility and impact resistance, making them
perfect for above-ground pipelines and installations in harsh environments
Tape Coating Systems These are primarily used for field joints, repairs, and smaller diameter pipes.
These types of coatings are simple to apply and cost effective
Polyolefin Coatings These are typically applied as a three-layer system and combine excellent
mechanical protection with chemical resistance, making them suitable for
deep-water pipelines and high-temperature operations
Coal tar and bituminous coatings These are traditional coatings which continue to provide good water resistance
and cost-effective protection for underground pipelines and low-temperature
systems
196Demand Drivers for Water Pipeline Network
Population Growth and Urbanization
India's rapidly growing population, particularly in urban areas, is a primary driver for water pipeline network
expansion. As cities expand and new urban centres emerge, the demand for reliable water infrastructure
intensifies. Migration from rural to urban areas further strains existing water supply systems, necessitating the
development of new pipeline networks and the enhancement of current infrastructure to meet the growing needs
of urban populations.
Infrastructure Development
The ongoing infrastructure development across India, including Smart City initiatives and industrial corridors,
creates a substantial demand for water pipeline networks. New residential complexes, townships, and
commercial developments require comprehensive water supply systems. Government focus on infrastructure
improvement has led to increased investments in water pipeline projects, making them an integral part of modern
urban development plans.
Water Scarcity and Quality Issues
Depleting groundwater levels and deteriorating water quality are critical concerns driving the need for efficient
water pipeline networks. Many regions face severe water scarcity, while others struggle with contaminated water
sources. This situation necessitates the development of robust pipeline systems that can transport water from
distant sources and ensure proper treatment and distribution, making water scarcity management a key driver
for pipeline network expansion.
Government Initiatives
Various government programs, such as the Jal Jeevan Mission and AMRUT, significantly drive the demand for
water pipeline networks. These initiatives aim to provide universal access to clean water and improve urban
infrastructure. State and central government policies focusing on water supply enhancement create a favourable
environment for pipeline network development, supported by substantial funding allocations.
Industrial Growth
The expanding industrial sector, including manufacturing units and Special Economic Zones, generates
significant demand for water pipeline networks. Industries require reliable water supply for their operations,
leading to the development of dedicated industrial water supply infrastructure. This growth necessitates both
new pipeline networks and upgrades to existing systems to meet industrial water demands.
Agricultural Requirements
Agricultural needs significantly influence water pipeline network development, especially in regions dependent
on irrigation. Modern farming techniques and crop diversification require reliable water supply systems. The
agricultural sector's water demands drive the development of pipeline networks that can efficiently transport
water to farming areas while minimizing losses during distribution.
Government Policies & Initiatives
The Indian Government has implemented a comprehensive suite of policies and initiatives aimed at
revolutionizing the country's water pipeline network. At the forefront is the Jal Jeevan Mission (JJM), launched
in 2019 with an ambitious budget allocation of approximately INR 3.60 lakh crores. This flagship program aims
to provide Functional Household Tap Connection (FHTC) to every rural household by 2024, emphasizing
sustainable water supply through community participation and incorporating robust water quality monitoring
systems. The mission particularly focuses on addressing the needs of water-scarce and quality-affected areas,
marking a significant step toward universal water access in rural India.
In urban areas, the government has launched the AMRUT (Atal Mission for Rejuvenation and Urban
Transformation) and Smart Cities Mission, which work in tandem to modernize urban water infrastructure.
197AMRUT specifically targets 500 cities, aiming to ensure comprehensive water supply coverage while promoting
crucial reforms in urban water management. The Smart Cities Mission complements these efforts by
incorporating advanced technologies such as SCADA systems, smart metering, and IoT-based monitoring
solutions, pushing towards the goal of 24x7 water supply in selected smart cities. These urban initiatives are
further strengthened by the National Water Policy, which provides a comprehensive framework for water
resource management and sustainable infrastructure development.
State-specific initiatives and the National Rural Drinking Water Programme (NRDWP) form another crucial
layer of the government's approach. States have implemented various programs tailored to their specific needs,
often utilizing Public-Private Partnership (PPP) models and engaging local bodies in water management. The
NRDWP specifically focuses on sustainable drinking water supply in rural areas, emphasizing community
participation in maintenance and providing special provisions for tribal and backward areas. These programs
are supported by robust financial initiatives that combine central and state government funding, external agency
support, and private sector participation through mechanisms like municipal bonds.
Strategic Positioning of BLS Polymers
BLS Polymers: Introduction
BLS Polymers is a prominent polymer compounding firm in India with over two decades of market experience,
specializing in a wide range of high-performance compounds tailored for various industrial applications. With
expertise in producing co-polymers such as HDPE, LDPE, MDPE, XLPE, PVC, Cable Filling Compounds, and
Masterbatches, the company demonstrates technical excellence, operational efficiency, and innovation-driven
growth. The company was established in 1991 and has grown to become one of India's largest polymer
compounders. BLS Polymers has a head office in Delhi and manufacturing facilities in Goa, with more than
42,000 MTPA installed capacity.
The company manufactures a variety of co-polymer compounds, including polyethylene (PE), polyvinyl
chloride (PVC), and cross-linkable polyethylene (XLPE), halogen free flame retardant, cable filling compounds
which are utilized in power, control, data, instrumentation, and telecom cables and advanced pipeline coating
systems widely used in water and oil & gas pipelines for corrosion protection and mechanical damage resistance.
They also produce specialty additive masterbatches, as well as black and white masterbatches to meet diverse
client requirements. The company offers a range of additives designed to enhance the surface and bulk properties
of polymers, such as scratch resistance, surface smoothness, and flame retardancy. These compounds and
masterbatches are classified based on different functionalities and end-uses.
Product wise sales, INR Millions, FY23-FY25
Products FY-23 FY-24 FY-25 Growth (FY24 vs FY25)
PE & PEPC 2,475.84 2,227.30 2,411.41 8.3%
XLPE 373.16 507.23 548.77 8.2%
PVC 125.93 67.56 64.91 -3.9%
CFC & Others 171.21 161.47 259.26 60.6%
Total 3,146.16 2,963.58 3,284.33 10.8%
Source: Company Filings, Crisil Intelligence
BLS Polymer has exhibited a strong recovery in FY-25, with total revenue increasing to INR 3,284.33 million
from INR 2,963.58 million in FY-24, marking a healthy YOY growth of 10.8%. Among the product categories,
PE & PEPC continues to contribute the majority share to revenue. Although this segment experienced a decline
in FY-24 to INR 2,227.30 million from INR 2,475.84 million in FY-23, it recovered to INR 2,411.41 million in
FY-25, reflecting a YOY growth of 8.3%. XLPE, a key material in high-performance insulation for wires and
cables, has shown consistent growth over the three years. It grew from INR 373.16 million in FY-23 to INR
507.23 million in FY-24, and further to INR 548.77 million in FY-25, indicating an 8.2% YOY growth in FY25.
In contrast, the PVC segment has witnessed a continuous decline. Revenue fell from INR 125.93 million in FY-
23 to INR 67.56 million in FY-24 and further decreased to INR 64.91 million in FY-25, registering a negative
YOY growth of 3.9%. Meanwhile, the “CFC & Others” category has shown exceptional performance, surging
from INR 161.47 million in FY-24 to INR 259.26 million in FY-25, a remarkable YOY growth of 60.6%.
Competency in Manufacturing
198BLS Polymers has in-plant manufacturing, testing, and formulation development facilities spreading across
plant area of 260,000 square feet. The company manufactures high-density polyethylene (HDPE), low-density
polyethylene (LDPE), linear low-density polyethylene (LLDPE), and medium-density polyethylene (MDPE)
compounds. These compounds are used as insulation and sheathing in the telecom industry for communication
and optic fiber cables, as well as in the power industry for extra high voltage, high voltage, and aerial bunched
power cables. PVC compounds are utilized in power, data, signalling, and automotive cables, as well as in house
wires. Their XLPE compounds are widely used in the manufacturing of power aerial bunched cables.
BLS Polymers Limited is known for its technological expertise, innovative product development, and
commitment to quality. The company’s manufacturing capabilities are defined by the following core
competencies:
1. Advanced Polymer Processing Technology
• BLS Polymers utilizes cutting-edge machinery and automated production lines incorporating
advanced extrusion, compounding, and blending technologies to manufacture high-quality polymer
compounds.
• Expertise in precision formulation and quality control ensures consistency and durability in all
products.
• Investments in high-performance manufacturing infrastructure enhance production efficiency and
minimize material waste.
2. Diverse Product Range & Customization
The company specializes in manufacturing polymer compounds, masterbatches, and speciality polymer
materials tailored to different industrial needs. Extensive Product Portfolio Covering Multiple
Applications given below:
• High-Density Polyethylene (HDPE)
o BLS 8888 OFC, 8888 OFC UV, 888 ABC, 5555, 5555 CATV, HDPE PC 5555, HDPE PC
5575, ADHESIVE 1009
o Designed for telecom, cable sheathing, gas, and water pipeline applications.
• Low-Density Polyethylene (LDPE)
o LDPE Sheathing Compound BLS 2222
o Provides flexibility, durability, and superior insulation properties.
• Medium-Density Polyethylene (MDPE):
o BLS 3333
o Engineered for pressure piping systems, gas distribution, and specialized cable
applications.
• Cross-Linked Polyethylene (XLPE)
o BLS XL/1101, XL/1102, XL/1103, XL/1105, XL/1110, HT 3301
o Used for high-voltage insulation, power cables, and heat-resistant applications.
• Polyvinyl Chloride (PVC) Compounds
o TYPE A, B, C, ST1, ST2, FRLS (Flame Retardant Low Smoke), Low Temperature, High
Temperature, Zero Halogen Compounds
o Suitable for house wiring, industrial cabling, and fire-resistant applications.
• Cable Filling Compounds
o BLS CFC 201
o Provides moisture resistance and insulation for telecom cables.
• Masterbatches in All Colours
o Custom formulations designed to enhance the aesthetic, mechanical, and thermal properties
of polymer products.
3. Industry – Leading Quality & Compliance Standard
• BLS Polymers ensures strict quality control measures across all production processes.
• Adheres to international industry standards (ISO, RoHS, REACH) to deliver high-performance
materials.
• Commitment to fire resistance, electrical insulation, and mechanical durability.
• Maintains a well-equipped testing and quality control laboratory for real-time monitoring and
validation of product properties.
4. Innovation & R&D Excellence
199• Continuous research in advanced polymer blends, eco-friendly formulations, and enhanced
thermal/electrical properties.
• Development of low-smoke, halogen-free, flame-retardant compounds to meet modern safety
standards.
• Customization capabilities to cater to specific industry requirements.
• BLS Polymers has a dedicated Research & Development (R&D) team focused on developing new
polymer solutions and improving existing formulations.
• Engages in sustainable innovation, creating eco-friendly and recyclable polymer products to meet
environmental regulations.
• Works closely with customers to co-develop solutions that enhance product performance and reduce
costs.
5. Scalable & Efficient Manufacturing Operations
• High-capacity production facilities ensure bulk manufacturing with consistent quality.
• Process optimization and automation enhance efficiency and reduce waste.
• Strong supply chain management ensures timely delivery and cost-effectiveness.
• Ensures consistent production output without compromising on quality, even for bulk orders.
6. Sustainability & Environmental Commitment
• Focus on low-emission, recyclable polymer formulations.
• Development of eco-friendly alternatives for sustainable infrastructure.
• Compliance with environmental regulations to minimize carbon footprint.
7. Customer-Centric Approach
• Provides technical support and consultation to help clients select the right polymer solutions for their
applications.
• Maintains strong customer relationships by offering flexible manufacturing options, quick
turnaround times, and post-sales support.
• Focuses on continuous improvement to enhance customer satisfaction and stay ahead of industry
trends.
With its diverse product range, cutting-edge technology, commitment to quality, and innovation-driven
approach, BLS Polymers Limited stands as a leading manufacturer in the polymer industry. The company’s
expertise in HDPE, LDPE, MDPE, XLPE, PVC, Cable Filling Compounds, and Masterbatches ensures it
remains at the forefront of material science, catering to global industrial demands with precision and reliability.
Production Capacity, FY25
Production Capacity
Products
MT/Day MT/Month
PE 77 2,310
PVC 18 540
XLPE 21 630
Adhesives 12 360
Total 128 3,840
AF Factor 90%
Total Production Capacity MT/Month 3,456
PF Factor 85%
Net Monthly Production Capacity MT/Month 2938
Net Annual Production Capacity MT/Month 35,251
Source: Company Filings, Crisil Intelligence
R&D Capabilities
BLS Polymers is dedicated to innovation and research and development. The company has a modern R&D
facility that enables it to continually develop new formulations to meet specific client needs. The R&D facility
has a team of experts with more than 6 senior scientists, across various disciplines including engineering, design,
materials science, and technology to drive innovation and problem-solving. This commitment to R&D allows
200them to offer specialized services ensuring the required quality and stay at the forefront of the polymer
compounding industry.
Apart from quality, product development team is the driving force behind sustainable growth and differentiation
in the polymer compounding industry. By investing in research and development, the company has developed
eco-friendly materials and improved product functionality and aesthetics, reduced production costs and
environmental footprint. By prioritizing quality and innovation, BLS polymers has deliver exceptional value to
customers, stay competitive in the market, and contribute to a more sustainable future.
The company has following certifications:
1) ISO 9001: 2015
2) EIL (Engineers India Ltd) for Pipe Coating Compounds
3) BSNL (Bharat Sanchar Nigam Limited) for Telecom Cable Compounds
Exports
BLS Polymers is exporting its products to countries in Asia and Middle East such as Bangladesh, Qatar, Dubai,
Saudi Arabia and Turkey. The company generated INR 281 million of revenue from exports in FY-25. The
exports share have increased from 4.1% to 8.5% in FY-25.
BLS Polymers Exports, FY23 to FY25
Parameters UOM FY-23 FY-24 FY-25
Exports INR Millions 151 121 281
Revenue from Operations INR Millions 3,146 2,964 3,284
Exports (as % Revenue from Operations) % 4.8% 4.1% 8.5%
Source: Company Filings, Crisil Intelligence
Strategic Location
• Direct Port Facility: The factory's close proximity to the Goa sea port, merely 15 kms away, offers cost
benefits in contrast to manufacturers situated farther inland
• Location Advantage: The location is strategically advantageous for both exports and imports, with the
port location enabling the most cost-effective procurement.
• Highly Competitive In Procurement: Transportation costs for raw materials are eliminated due to the
strategic positioning of the port.
Competition Landscape and Benchmarking
Kkalpana Industries India Ltd
Kkalpana Industries (India) Ltd, established in 1977 based in Kolkata, West Bengal, is an Indian manufacturing
company that primarily deals with PVC compounds and polymer compounds. The company provides a range
of products, including insulation and sheathing cable compounds based on polyethylene and PVC, fire retardant
compounds, pipe compounds, footwear compounds, and other specialty compounds offering to various
industries such as wire & cables, engineering plastics, pressure pipes etc.
The company has an aggregate installed capacity of 292,500 TPA (tonne per annum) two manufacturing plants
located in West Bengal. The company sells its products in India and also exports them to countries such as
Algeria, Kuwait, Argentina, Bangladesh Brazil and Oman, with prime revenue generated within India. Regular
and consistent export to almost 24 countries is a testimony of their capabilities. The company caters to cable,
packaging, and footwear industries.
Kkalpana Industries India Ltd Financials
Parameters UOM FY-23 FY-24 FY-25 Growth (FY23-25)
INR
Revenue from operations 2,722.06 620.89 404.99 -61%
Millions
201Parameters UOM FY-23 FY-24 FY-25 Growth (FY23-25)
INR
Gross Profit 108.12 125.75 98.26 -5%
Millions
Gross Profit Margin % 3.97% 20.25% 24.26% -
INR
EBITDA 104.47 88.60 64.82 -21%
Millions
EBITDA Margin % 3.84% 14.27% 16.01% -
INR
EBIT (Operating Profit) 79.91 59.53 40.74 -
Millions
EBIT Margin/ Operating
% 2.94% 9.59% 10.06% -
Profit Margin
INR
PAT 19.01 2.19 6.87 -40%
Millions
PAT Margin % 0.70% 0.35% 1.70% -
ROE % 5.48% 0.61% 1.90% -
ROCE % 11.06% 7.08% 5.57% -
Working Capital Cycle days 24 145 235 -
Note: Financials are on consolidated basis
Source: Company Filings, Crisil Intelligence
Kkalpana Industries Business Segment wise Revenue, FY-22 to FY-24
Polymer Compound / Growth (FY22-
UOM FY-22 FY-23 FY-24
Business Segment 24)
Polyethylene INR Millions 397.86 2,113.25 386.14 -1%
Poly Vinyl Chloride INR Millions 0.00 0.00 9.72 -
Others INR Millions 3.76 608.82 225.03 674%
Total INR Millions 401.62 2,722.06 620.89 24%
Source: Company Filings, Crisil Intelligence
Ddev Plastiks Industries Ltd
Ddev Plastiks Industries Limited, established in 1977 and based in Kolkata West Bengal, is involved in
manufacturing plastic compounds. The company offers a diverse product portfolio, including PE compounds
and PVC compounds used in wire and cable and construction industries, halogen-free flame retardant (HFFR),
water tree retardant (WTR) XLPE for cables insulation, sioplas, XLPE compounds, semicons, and EHV
compounds. Additionally, Ddev Plastiks provides engineering plastic compounds for the white goods,
automotive, and electrical appliances industries, as well as XL HFFR compounds for solar and photovoltaic
cables. The company also offers PE compounds, footwear compounds, pipe compounds, peroxide compounds,
PP (polypropylene) compounds, and mineral field compounds.
The company has a robust production capacity, with an annual capacity of approximately 250,000 metric tons
with 5 manufacturing plants with 2 located at Dadra, and 3 located at Dhulagarh, Surangi, and Daman. The
company has a global presence, serving customers in more than 55 countries.
Ddev Plastik Industries Ltd Financials
Growth
Parameters UOM FY-23 FY-24 FY-25
(FY23-25)
INR
Revenue from operations 25,037.47 24,312.44 26,033.24 2%
Millions
INR
Gross Profit 3,546.18 4,753.77 4,762.18 16%
Millions
Gross Profit Margin % 14.16% 19.55% 18.29% -
INR
EBITDA 1,856.99 2,819.02 2,726.43 21%
Millions
EBITDA Margin % 7.42% 11.59% 10.47% -
INR
EBIT (Operating Profit) 1,736.01 2,677.05 2,576.13 -
Millions
EBIT Margin/ Operating
% 6.93% 11.01% 9.90% -
Profit Margin
202INR
PAT 1,040.96 1,816.69 1,854.97 33%
Millions
PAT Margin % 4.16% 7.47% 7.13% -
ROE % 23.49% 31.48% 24.82% -
ROCE % 31.01% 40.46% 31.13% -
Working Capital Cycle days 39 53 66 -
Note: Financials are on consolidated basis
Source: Company Filings, Crisil Intelligence
Ddev Plastik Business Segment wise Revenue, FY-22 to FY-24
Polymer Compound / Growth (FY22-
UOM FY-22 FY-23 FY-24
Business Segment 24)
Polyethylene INR Millions 16,888.40 20,925.14 20,529.21 10%
Poly Vinyl Chloride INR Millions 3,660.76 2,911.83 2,983.22 -
Others INR Millions 1,719.87 1,200.51 800.01 -32%
Total INR Millions 22,269.03 25,037.47 24,312.44 4%
Source: Company Filings, Crisil Intelligence
Shakun Polymers Pvt Ltd
Shakun Polymers Private Limited, acquired by of Alphagary in 2021, is a prominent manufacturer of compounds
for the wire and cable market, in India. The company was established in 1991 and has grown into a diversified
entity with a product portfolio exceeding 200 grades. The company’s products cater to a wide array of
applications within the wire and cable industry, including power cables, building wires, telecommunication &
fibre optic, instrumentation cables, and photovoltaic cables.
The company provides plastic products, including specialty compounds for the wire and cable industry. These
compounds include halogen-free flame-resistant compounds, polyvinyl chloride-based chemical compounds,
polyethylene compounds and semiconductive thermoplastic, and silicone compounds. The company has four
major brands: ECOTEK, ESCONTEK, FRTEK, and VINYLTEK, catering to a wide range of applications in
the wire and cable industry.
The company has four manufacturing facilities located at Halol and Daman in Gujarat, India with a total installed
capacity 38,000 MTPA . The plants are equipped with modern compounding lines that provide flexibility in
addressing the market. The company export its products to over 50 countries and generated ~52% of the revenue
from exports.
Shakun Polymers Pvt Ltd Financials
Growth
Parameters UOM FY-22 FY-23 FY-24
(FY22-24)
INR
Revenue from operations 5,848.21 6,686.70 6,597.72 6%
Millions
INR
Gross Profit 1,664.66 1,612.22 1,981.93 9%
Millions
Gross Profit Margin % 28.46% 24.11% 30.04% -
INR
EBITDA 1,122.45 972.47 1,314.24 8%
Millions
EBITDA Margin % 19.19% 14.54% 19.92% -
INR
EBIT (Operating Profit) 1,035.78 884.26 1,211.71 -
Millions
EBIT Margin/ Operating
% 17.71% 13.22% 18.37% -
Profit Margin
INR
PAT 745.65 637.24 879.25 9%
Millions
PAT Margin % 12.75% 9.53% 13.33% -
ROE % 32.92% 20.32% 22.58% -
ROCE % 37.88% 26.17% 29.94% -
Working Capital Cycle days 115 112 117 -
Note: Financials are on standalone basis
Source: Company Filings, Crisil Intelligence
203Shakun Polymers Business Segment wise Revenue, FY-22 to FY-24
Growth
Polymer Compound / Business
UOM FY-22 FY-23 FY-24 (FY22-
Segment
24)
Specialty Polymer Compounds INR Millions 5,727.02 6,411.64 6%
6,580.24
Cables INR Millions 90.52 73.11 -10%
Others INR Millions 30.67 106.46 112.97 92%
Total INR Millions 5,848.21 6,686.70 6,597.72 6%
Source: Company Filings, Crisil Intelligence
KLJ Polymers & Chemicals Ltd
KLJ Polymers & Chemicals Limited, part of KLJ Group, was incorporated in 1990 and manufacturers of
polymer compounds. The company offers PVC compounds, PP compounds, Engineering Polymer compounds,
Zero Halogen Flame Retardant compounds, PE Compounds, masterbatches to wires & cable, footwear,
automotive industries.
The company has a production capacity of 118,000 MTPA with manufacturing facility located at Silvassa.
KLJ Group has a significant market presence both domestically and internationally. The company exports its
products to over 90 countries worldwide and generated ~11% of the revenues from exports in FY-24.
KLJ Polymers & Chemicals Ltd Financials
Growth
Parameters UOM FY-22 FY-23 FY-24
(FY22-24)
Revenue from operations INR Millions 12,318.39 16,763.81 18,961.78 24%
Gross Profit INR Millions 1,760.99 2,051.47 2,894.62 28%
Gross Profit Margin % 14.30% 12.24% 15.27% -
EBITDA INR Millions 794.02 652.82 1,345.62 30%
EBITDA Margin % 6.45% 3.89% 7.10% -
EBIT (Operating Profit) INR Millions 672.90 480.94 1,155.77 -
EBIT Margin/ Operating
% 5.46% 2.87% 6.10% -
Profit Margin
PAT INR Millions 399.31 151.24 649.96 28%
PAT Margin % 3.24% 0.90% 3.43% -
ROE % 13.05% 4.53% 17.39% -
ROCE % 12.95% 7.00% 15.20% -
Working Capital Cycle days 99 98 105 -
Note: Financials are on standalone basis
Source: Company Filings, Crisil Intelligence
KLJ Polymers & Chemicals Business Segment wise Revenue, FY-22 to FY-24
Polymer Compound /
UOM FY-22 FY-23 FY-24 Growth (FY22-24)
Business Segment
Polymer compound INR Millions 9,654.26 12,407.37 13,510.57 18%
Consignment sales INR Millions 402.33 1,282.13 1,474.86 91%
Polymer others INR Millions 2,253.54 2,938.57 3,749.94 29%
Other goods & services INR Millions 8.25 135.75 226.41 424%
Total INR Millions 12,318.39 16,763.81 18,961.78 24%
Source: Company Filings, Crisil Intelligence
Kingfa Science & Technology India Ltd
Kingfa Science & Technology Ltd is a prominent player in the global plastics and polymer manufacturing
industry, specializing in research, development, production, and sales of advanced materials. Founded in 1993
and headquartered in Guangzhou, China, with nearly three decades of experience the company has solidified its
204position as one of the world's leading plastics compounders and has established a reputation for its innovative
technologies and commitment to sustainable practices. The company operates primarily in the plastics and
chemical sectors, focusing on producing high-performance modified plastics and other advanced materials.
The company has a robust geographical footprint, with operations in various regions including Asia, North
America, and Europe. The company has collaborations and networks across more than 500 recyclers in China,
promoting recycling initiatives and supply chain enhancement.
Kingfa Science & Technology India Ltd Financials
Parameters UOM FY-23 FY-24 FY-25 Growth
(FY22-24)
Revenue from operations INR 14,037.03 14,877.16 17,446.91 11%
Millions
Gross Profit INR 2,863.83 3,322.28 3,969.96 18%
Millions
Gross Profit Margin % 20.40% 22.33% 22.75% -
EBITDA INR 1,302.63 1,881.88 2,344.44 34%
Millions
EBITDA Margin % 9.28% 12.65% 13.44% -
EBIT (Operating Profit) INR 1,161.22 1,698.06 2,127.29 -
Millions
EBIT Margin/ Operating % 8.27% 11.41% 12.19% -
Profit Margin
PAT INR 814.10 1,225.23 1,528.50 37%
Millions
PAT Margin % 5.80% 8.24% 8.76% -
ROE % 19.14% 23.24% 23.21% -
ROCE % 24.65% 30.01% 30.49% -
Working Capital Cycle days 26 48 68 -
Source: Company Filings, Crisil Intelligence
Plastiblends India Ltd
Plastiblends India Ltd. is a key player in the manufacturing of masterbatches and additive compounds for the
plastic processing industry, operating with a well-defined business segment. The company specializes in the
production and sale of various types of masterbatches, including additive, white, black, colour, and filler
masterbatches, alongside thermoplastic and engineered plastic compounds. These products are crucial for
numerous applications across diverse sectors such as flexible packaging, consumer durables, healthcare,
agriculture, and automotive industries.
The company has a production capacity of 125,000 MTPA with manufacturing facility located at Daman,
Roorkee, and Surat. The company has a significant market presence both domestically and internationally. The
company exports its products to Asian, African and Latin American countries and generated ~18% of the
revenues from exports in FY-24.
Plastiblends India Ltd Financials
Parameters UOM FY-23 FY-24 FY-25 Growth
(FY22-24)
Revenue from operations INR 7,685.15 8,021.62 7,804.54 1%
Millions
Gross Profit INR 1,754.79 1,953.35 1,986.40 6%
Millions
Gross Profit Margin % 22.83% 24.35% 25.45% -
EBITDA INR 550.37 627.28 614.09 6%
Millions
EBITDA Margin % 7.16% 7.82% 7.87% -
EBIT (Operating Profit) INR 386.03 473.29 461.85 9%
Millions
EBIT Margin/ Operating % 5.02% 5.90% 5.92% -
Profit Margin
PAT INR 268.51 345.25 334.42 12%
Millions
205Parameters UOM FY-23 FY-24 FY-25 Growth
(FY22-24)
PAT Margin % 3.49% 4.30% 4.28% -
ROE % 6.92% 8.63% 8.03% -
ROCE % 8.95% 11.21% 10.61% -
Working Capital Cycle days 98 85 114 -
Note: Financials are on standalone basis
Source: Company Filings, Crisil Intelligence
Operational Performance Benchmarking
Operational Performance of Peers
Revenue from Product Offerings Market Coverage
Production
Manufacturers Operations FY-25
Capacity MTPA
(INR Millions)
PE compounds, Exporting to
PVC compounds, countries such as
XLPE compounds, Bangladesh, Qatar,
HFFR compounds, Dubai, Saudi
BLS Polymers 35,251 3,284 Cable Filling Arabia and
compounds, Turkey.
Masterbatches Generated ~5% of
the revenue from
exports in FY-24
PVC compounds, Exporting to
Silane based countries such as
compound, XLPE Algeria, Kuwait,
compound, PE & Argentina,
PP Filled Bangladesh Brazil
Kkalpana Industries India Ltd 292,500 405
compound, and Oman.
Semicon Generated ~3% of
compound, the revenues from
Halogen Free exports in FY-24
Flame Retardant
PVC Compounds, Selling the
PE Compounds, products in 26
Polymer Blends, states of India and
PVC Masterbach, over 55 countries
PE Masterbatch, internationally,
EVA Masterbatch, generaterd ~25%
Ddev Plastiks Industries Ltd 237,500 26,033 PP UV of revenue from
Masterbatch, exports in FY-24
Additives,
Engineering
Plastics-PBT,
HFFR
Compounds,
HFFR Compound, Export to over 50
PVC Compounds, countries
Semi Conductive
Shakun Polymers Pvt Ltd* 38,000 6,598 Thermoplastic, PE
Compound,
Silicone
Compounds
PVC compounds, Exporting the
PP compounds, products to 90
Engineering countries and
Polymer generated ~11% of
KLJ Polymers & Chemicals compounds, Zero revenues from
200,000 18,962
Ltd* Halogen Flame exports in FY-24
Retardant
compounds, PE
Compounds,
masterbatches
206Revenue from Product Offerings Market Coverage
Production
Manufacturers Operations FY-25
Capacity MTPA
(INR Millions)
PP Compounds, Exporting to 9
PBT Compounds, countries including
PET Compounds, South Africa,
Polyamides, USA, China and
Respiratory Thailand. Exports
Protection contributed ~8% to
Products, Hand the overall revenue
Kingfa Science & Technology
110,000 17,447 Protection in FY-24
(India) Limited
Products, Eye
Protection
Products,
Biodegradable
Nitrile Gloves,
Biodegradable
Protective Coverall
Additive Exporting to
Masterbatches, Asian, African,
Black and Latin
Masterbatches, American
Colour Countries. Exports
Masterbatches, contribution in
Conductive overall revenue
Compounds, mix stood at 18%
Plastiblends India Limited 125,000 7,805
Engineering during FY-24
Plastic
Compounds, Filler
Masterbatches,
PET
Masterbatches,
White
Masterbatches
Note: Revenue figures are for FY-24. FY-25 financials are not available yet
Source: Company Website, Company Filings, Crisil Intelligence
Financial Benchmarking with Peers
Revenue & Growth
Revenue Benchmarking
Revenue from Operations
Manufacturers Growth
FY-23 FY-24 FY-25
(FY23-25)
BLS Polymers 3,146.16 2,963.58 3,284.36 2%
Kkalpana Industries India Ltd 2,722.06 620.89 404.99 -61%
Ddev Plastiks Industries Ltd 25,037.47 24,312.44 26,033.24 2%
Shakun Polymers Pvt Ltd* 6,686.70 6,597.72 - -1%
KLJ Polymers & Chemicals Ltd* 16,763.81 18,961.78 - 13%
Kingfa Science & Technology (India) Limited 14,037.03 14,877.16 17,446.91 11%
Plastiblends India Limited 7,685.15 8,021.62 7,804.54 1%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA. Growth is YOY basis from FY24 to FY25
Source: Company Filings, CRISIL Intelligence
Gross Profit & Margins
Gross Profit Benchmarking
Gross Profit (INR Millions)
Manufacturers Growth
FY-23 FY-24 FY-25
(FY23-25)
BLS Polymers 470.75 477.13 628.99 16%
207Kkalpana Industries India Ltd 108.12 125.75 98.26 -5%
Ddev Plastiks Industries Ltd 3,546.18 4,753.77 4,762.18 16%
Shakun Polymers Pvt Ltd* 1,612.22 1,981.93 - 23%
KLJ Polymers & Chemicals Ltd* 2,051.47 2,894.62 - 41%
Kingfa Science & Technology (India) Limited 2,863.83 3,322.28 3,969.96 18%
Plastiblends India Limited 1,754.79 1,953.35 1,986.40 6%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA. Growth is YOY basis from F24 to FY25
Formula used for Gross Profit calculation is as follows:
Gross Profit: Revenue from Operations – Cost of Goods Sold
Source: Company Filings, CRISIL Intelligence
Gross Profit Margins Benchmarking
Gross Profit Margin
Manufacturers
FY-23 FY-24 FY-25
BLS Polymers 14.96% 16.10% 19.15%
Kkalpana Industries India Ltd 3.97% 20.25% 24.26%
Ddev Plastiks Industries Ltd 14.16% 19.55% 18.29%
Shakun Polymers Pvt Ltd* 24.11% 30.04% -
KLJ Polymers & Chemicals Ltd* 12.24% 15.27% -
Kingfa Science & Technology (India) Limited 20.40% 22.33% 22.75%
Plastiblends India Limited 22.83% 24.35% 25.45%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA
Formula used for Gross Profit Margin calculation is as follows:
Gross Profit Margin: Gross Profit / Revenue from Operations
Source: Company Filings, CRISIL Intelligence
EBITDA & Margins
EBITDA Benchmarking
EBITDA (INR Millions)
Manufacturers Growth
FY-23 FY-24 FY-25
(FY23-25)
BLS Polymers 195.12 210.49 380.75 40%
Kkalpana Industries India Ltd 104.47 88.60 64.82 -21%
Ddev Plastiks Industries Ltd 1,856.99 2,819.02 2,726.43 21%
Shakun Polymers Pvt Ltd* 972.47 1,314.24 - 35%
KLJ Polymers & Chemicals Ltd* 652.82 1,345.62 - 106%
Kingfa Science & Technology (India) Limited 1,302.63 1,881.88 2,344.44 34%
Plastiblends India Limited 550.37 627.28 614.09 6%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA. Growth is YOY basis from F24 to FY25
Formula used for EBITDA is as follows:
EBITDA: PAT + Finance Cost + Tax + Depreciation and Amortization \
Source: Company Filings, CRISIL Intelligence
EBITDA Margins Benchmarking
EBITDA Margin, %
Manufacturers
FY-23 FY-24 FY-25
BLS Polymers 6.20% 7.10% 11.59%
Kkalpana Industries India Ltd 3.84% 14.27% 16.01%
Ddev Plastiks Industries Ltd 7.42% 11.59% 10.47%
Shakun Polymers Pvt Ltd* 14.54% 19.92% -
KLJ Polymers & Chemicals Ltd* 3.89% 7.10% -
Kingfa Science & Technology (India) Limited 9.28% 12.65% 13.44%
Plastiblends India Limited 7.16% 7.82% 7.87%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA
Formula used for EBITDA Margin is as follows:
EBITDA: EBITDA / Revenue from Operations
208Source: Company Filings, CRISIL Intelligence
PAT & Margins
PAT Benchmarking
PAT (INR Millions)
Manufacturers Growth
FY-23 FY-24 FY-25
(FY23-25)
BLS Polymers 62.50 75.22 211.36 84%
Kkalpana Industries India Ltd 19.01 2.19 6.87 -40%
Ddev Plastiks Industries Ltd 1,040.96 1,816.69 1,854.97 33%
Shakun Polymers Pvt Ltd* 637.24 879.25 - 38%
KLJ Polymers & Chemicals Ltd* 151.24 649.96 - 330%
Kingfa Science & Technology (India) Limited 814.10 1,225.23 1,528.50 37%
Plastiblends India Limited 268.51 345.25 334.42 12%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA. Growth is YOY basis from F24 to FY25
Source: Company Filings, CRISIL Intelligence
PAT Margins Benchmarking
PAT Margin, %
Manufacturers
FY-23 FY-24 FY-25
BLS Polymers 1.99% 2.54% 6.44%
Kkalpana Industries India Ltd 0.70% 0.35% 1.70%
Ddev Plastiks Industries Ltd 4.16% 7.47% 7.13%
Shakun Polymers Pvt Ltd* 9.53% 13.33% -
KLJ Polymers & Chemicals Ltd* 0.90% 3.43% -
Kingfa Science & Technology (India) Limited 5.80% 8.24% 8.76%
Plastiblends India Limited 3.49% 4.30% 4.28%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA
Formula used for PAT is as follows:
PAT Margin: PAT / Revenue from Operations
Source: Company Filings, CRISIL Intelligence
ROE & ROCE
ROE Benchmarking
ROE, %
Manufacturers
FY-23 FY-24 FY-25
BLS Polymers 16.74% 17.48% 36.83%
Kkalpana Industries India Ltd 5.48% 0.61% 1.90%
Ddev Plastiks Industries Ltd 23.49% 31.48% 24.82%
Shakun Polymers Pvt Ltd* 20.32% 22.58% -
KLJ Polymers & Chemicals Ltd* 4.53% 17.39% -
Kingfa Science & Technology (India) Limited 19.14% 23.24% 23.21%
Plastiblends India Limited 6.92% 8.63% 8.03%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA
Formula used for ROE is as follows:
ROE: PAT / Average Shareholder’s Equity
Source: Company Filings, CRISIL Intelligence
ROCE Benchmarking
ROCE, %
Manufacturers
FY-23 FY-24 FY-25
BLS Polymers 14.42% 13.45% 24.43%
Kkalpana Industries India Ltd 11.06% 7.08% 5.57%
Ddev Plastiks Industries Ltd 31.01% 40.46% 31.13%
209Shakun Polymers Pvt Ltd* 26.17% 29.94% -
KLJ Polymers & Chemicals Ltd* 7.00% 15.20% -
Kingfa Science & Technology (India) Limited 24.65% 30.01% 30.49%
Plastiblends India Limited 8.95% 11.21% 10.61%
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA
Formula used for ROCE is as follows:
ROCE: EBIT / Average Capital Employed
Source: Company Filings, CRISIL Intelligence
Working Capital Cycle
Working Capital Cycle Benchmarking
Working Capital Cycle (days)
Manufacturers
FY-23 FY-24 FY-25
BLS Polymers 113 136 124
Kkalpana Industries India Ltd 24 145 235
Ddev Plastiks Industries Ltd 39 53 66
Shakun Polymers Pvt Ltd* 112 117 -
KLJ Polymers & Chemicals Ltd* 98 105 -
Kingfa Science & Technology (India) Limited 26 48 68
Plastiblends India Limited 98 85 114
Note: *Financials are on standalone basis
#Financials for FY25 not available on MCA
Formula for Working Capital Cycle is as follows:
Working Capital Cycle: Inventory Days + Receivable Days – Payable Days
Source: Company Filings, CRISIL Intelligence
210OUR BUSINESS
Unless otherwise stated, references in this section to “we”, “our” or “us” (including in the context of any financial
information) are to the Company. To obtain a complete understanding of our Company and business, prospective
investors should read this section in conjunction with “Risk Factors”, “Industry Overview”, “Financial
Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 33, 144, 279 and 344, respectively as well as financial and other information contained in this
Draft Red Herring Prospectus as a whole. Additionally, please refer to “Definitions and Abbreviations” beginning
on page 2 for definition of certain terms used in this section.
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus, including in
“Industry Overview” and “Our Business” on pages 144 and 211 respectively, has been obtained or derived from
the report titled “Market Assessment & Industry Report on Polymer Compounding for cables & coatings
Industry” dated July, 2025, prepared by CRISIL Intelligence. The CRISIL Report has been commissioned and
paid for by our Company exclusively for the purposes of the Issue, pursuant to an engagement letter dated January
22, 2025 and is available on our Company’s website at https://blspolymers.com/investor/industry-report and has
also been included in “Material Contracts and Documents for Inspection – Material Documents” on page 474.
The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the
purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue),
that have been left out or changed in any manner. Unless otherwise indicated, all financial, operational, industry
and other related information derived from the CRISIL Report and included herein with respect to any particular
year refers to such information for the relevant financial year. Also see, “Certain Conventions, Currency of
Presentation, Use of Financial Information and Market Data – Industry and Market Data” on page 21.
We have included certain non-GAAP financial measures and other performance indicators relating to our
financial performance and business in this Draft Red Herring Prospectus, each of which are supplemental
measures of our performance and liquidity and are not required by, or presented in accordance with Ind AS,
Indian GAAP, IFRS or U.S. GAAP. Such measures and indicators are not defined under Ind AS, IFRS or U.S.
GAAP, and therefore, should not be viewed as substitutes for performance, liquidity or profitability measures
under Ind AS, IFRS or U.S. GAAP. In addition, such measures and indicators are not standardized terms, and a
direct comparison of these measures and indicators between companies may not be possible. Other companies
may calculate these measures and indicators differently from us, limiting their usefulness as a comparative
measure. Although such measures and indicators are not a measure of performance calculated in accordance
with applicable accounting standards, our Company’s management believes that they are useful to an investor in
evaluating us as they are widely used measures to evaluate a company’s operating performance. Some of the
information set out in this section, especially information with respect to our business plans and strategies, contain
forward-looking statements that involve risks and uncertainties. You should read “Forward Looking Statements”
beginning on page 23 for a discussion of the risks and uncertainties related to those statements and “Risk
Factors” beginning on page 33 for a discussion of certain factors that may affect our business, financial condition
or results of operations. Our actual results may differ materially from those expressed in or implied by these
forward -looking statements.
Our financial year ends on March 31 of every year, so all references to a particular financial year are to the
twelve month period ended March 31 of that year.
OVERVIEW
We are a manufacturer of multiple grades of custom formulated polymer compounds, catering to diversified
critical industries such as telecommunication, power, railways, water, oil and gas distribution, among others.
Polymer compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and
cables used in power, telecommunication and railway industries as well as coating of underground oil, gas and
water pipelines, in order to provide a protective infrastructure from corrosion and external environmental factors.
(Source: CRISIL Report) Our product portfolio is well diversified to offer varied solutions in the wire and cables
and infrastructure industry, and included products such as, high density polyethylene compounds (“HDPE”),
medium-density polyethylene compounds (“MDPE”) and linear low-density polyethylene compounds
(“LLDPE”), cross-linked polyethylene compounds (“XLPE”), halogen free flame retardant compounds
(“HFFR”), polyvinyl chloride compounds (“PVC”), cable filling compounds (“CFC”) and adhesive coating
compounds. HDPE, MDPE and LLDPE compounds are used in the wire and cable industry which offer insulation,
sheathing and jacketing based on the indicative requirement of the customer. While, XLPE, HFFR, PVC and CFC
compounds add qualities such as strength, high voltage insulation and resistance, fire resistance and moisture
211resistance, as per the application of the end use product. In the wire and cable industry, polymers serve crucial
functions in electrical insulation, mechanical protection, and overall cable performance. HDPE and adhesive
coating compounds are key layers of 3LPE (three layer polyethylene) system (“3LPE Coating” i.e. Pipe Coating)
used for coating of oil, gas and water distribution pipelines. 3LPE Coating is an effective solution for protecting
high-capital-intensive pipelines from corrosion, chemicals and moisture, thereby ensuring long-term durability.
(Source: CRISIL Report) Set forth below is a division wise break up of our revenue from operations during the
preceding three Fiscals:
Division Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in Lacs) % of total (₹ in Lacs) % of total sales (₹ in Lacs) % of total sales
sales
Wire and Cables 26,798.20 81.59% 23,852.98 80.49% 29,674.52 94.32%
Industrial Pipelines 6,045.39 18.41% 5,782.85 19.51% 1,787.09 5.68%
Total 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
Set forth below is a product wise break up of our revenue from operations during the preceding three Fiscals:
Products Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in % of (₹ in % of (₹ in lakhs) % of
lakhs) revenue lakhs) revenue revenue
from from from
operations operations operations
PE 18,641.11 56.76% 19,935.45 67.26% 22,899.47 72.79%
(HDPE/MDPE/LLDPE/CFC/HFFR/MB/PP)
XLPE 5,287.72 16.10% 5,013.63 16.92% 3,709.82 11.79%
PVC 434.85 1.32% 464.09 1.57% 1,049.38 3.33%
Others 8,479.91 25.82% 4,222.66 14.25% 3,802.94 12.09%
Total 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
We manufacture and sell over 127 grades of various compounds and the same have been consolidated and represented in the aforementioned
broad categories.
Owing to our longstanding market presence and diversified product portfolio, we have established a PAN-India
market presence. During the preceding three Fiscals, our operations were spread across 24 states/union territories.
Our products are integral to high-performance applications in critical industries, such as oil, gas and water, among
others. The quality and effectiveness of products supplied by us is a significant indicator in ensuring longevity
and sustenance of the industrial project, thereby mitigating the risk of leakage or public accidents or loss of
resources invested in such projects. According to CRISIL Report, in industries such as power transmission,
telecommunications, and coatings, polymer compounders must have their products, manufacturing processes, and
standard operating procedures rigorously tested and approved by regulatory bodies or public sector enterprises.
This mandatory enlistment ensures:
• Technical competence verification: It confirms that the company's products meet strict quality and
performance standards essential for critical infrastructure and governmental projects.
• Regulatory compliance: The thorough evaluation process requires adherence to complex compliance and
certification norms, which can be time-consuming and costly.
• Trust and credibility: Being enlisted with reputed high-status government agencies such as Maharatna,
Navratna, and Miniratna CPSEs (Central Public Sector Enterprises) provides the company recognized
credibility and a verified track record.
• Limited accessibility for new players: Achieving similar levels of approval and acceptance can be
challenging for new entrants who lack established technical expertise, production quality, and resources,
discouraging or delaying market entry. (Source: CRISIL Report)
Therefore, in order to sell our products in such industries, we are required to enlist our products with government
agencies, which subject our products, manufacturing processes and standard operating procedures, to rigorous
testing parameters and approves their specific usage. For instance, we made an application on January 27, 2020
with a Navratna CPSE engineering consultancy company for enlisting our Adhesive Compound and PE
Compound for 3LPE Coating, and received the approval for enlistment on October 23, 2024. Accordingly, we
have enlisted our products with a Maharatna CPSE power transmission company, a Navratna CPSE engineering
consultancy company, a Miniratna CPSE telecommunication company and Government of Gujarat. We believe
that enlistment with such agencies provides us with the technical competence to sell our products in diverse
projects and industries, and constitutes a significant barrier-to-entry for new players in the polymer compound
industry.
212Additionally, in case of government customers who are onboarded through tender process, we are required to
qualify a pre-determined financial and technical criteria to participate in tenders and onboard such customers.
Despite such arduous customer onboarding and retention parameters, during the Fiscals 2025, 2024 and 2023, we
served 113, 109 and 112 repeat customers, and added 53, 66 and 78 new customers. Further during the preceding
three Fiscals, we served more than 290 customers across power cables, telecommunication and infrastructure
industries, out of which 78 have been associated with us for a period of more than three years. During the Fiscals
2025, 2024 and 2023, the top five customers contributed to ₹ 16,717.89 lakhs, ₹ 10,920.83 lakhs and ₹ 11,586.09
lakhs towards our revenue from operation, during the Financial Years 2025, 2024 and 2023, respectively,
constituting 50.90%, 36.85% and 36.81% of our revenue from operation, during the said period.
We have also established an international market presence by exporting to countries such as, Bangladesh, Egypt,
Oman, Saudi Arabia, Turkey, United Arab Emirates, United States of America and Zambia. While, our Company
markets and sells its products directly to its customers, majorly being leading manufacturers of wire & cables and
underground pipelines, however in order to further expand our export operations, we have recently entered into a
service agreement with a marketing and distribution company in UAE for obtaining advisory and support services
for selling certain of our products in Egypt, United Arab Emirates, Saudi Arabia, Bahrain, Kuwait, Oman and
Qatar. The break-up of our revenues earned from our domestic and export operations during the preceding three
Fiscals has been provided as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in Lacs) % of revenue (₹ in Lacs) % of revenue (₹ in Lacs) % of revenue
from operations from operations from operations
Domestic operations 30,075.96 91.57% 28,440.95 95.97% 30,117.85 95.73%
Export operations 2,767.63 8.43% 1,194.88 4.03% 1,343.76 4.27%
Total 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
The break-up of the revenues earned from the domestic regions during the preceding three Fiscals has been
provided as under:
Domestic region Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in Lacs) % of revenue (₹ in Lacs) % of revenue (₹ in Lacs) % of revenue from
from operations from operations operations
Northern Zone 13,099.59 43.56% 9,922.74 34.89% 8,951.84 29.72%
Western Zone 11,713.05 38.94% 11,870.15 41.74% 9,697.27 32.20%
Southern Zone 4,716.29 15.68% 5,497.08 19.33% 10,283.23 34.14%
Eastern Zone 547.03 1.82% 1,150.98 4.04% 1,185.51 3.94%
Total 30,075.96 100.00% 28,440.95 100.00% 30,117.85 100.00%
Our Manufacturing Facility is located at Goa which is spread across an aggregate parcel of land admeasuring
about 24,220 sq. mt. (“Manufacturing Facility”). The facility is equipped with eleven machines dedicated for
manufacturing each of our products, viz., Polyethylene (“PE”) compounds, XLPE compounds, PVC compounds,
HDPE and adhesive coating compounds and masterbatches. Additionally, we use compounding processes to mix
polymers, fillers, and additives. This includes feeding systems for accurate raw material dosing, and cooling and
pelletizing systems to form the mixture into uniform pellets. As on the date of this Draft Red Herring Prospectus,
our Manufacturing Facility has obtained ISO 9001:2015 certification for quality management systems. Our
Manufacturing Facility which is strategically situated in close proximity to Goa Port (Mormugao) from where we
receive our supply of imported raw materials as well as export out finished goods to the international market. Our
Manufacturing Facility also has connectivity to national highways such as, NH-66, NH-748 and NH-4 which
connect Goa to Mumbai, Mangalore and Kerala. The strategic location of our Manufacturing Facility in close
proximity to the ports enables us to reduce our logistic costs and enables us to offer our products at cost effective
and competitive prices.
We have a quality control and product development team (“Quality Team”) in our Manufacturing Facility, to
carry out the required tests on the raw materials as well as final products manufactured by us, prior to their
dispatch. We have set up an in-house laboratory to undertake the required tests on the intermediate and finished
materials. Additionally, standard operating procedures are adopted for controlling each step of our manufacturing
process to ensure compliance with the quality specifications provided by our customers. In order to ensure
uniformity in the products manufactured by us, we have implemented a semi-automated manufacturing process
that regulates the quantity of intermediate product added, in order to comply with predefined chemical
213compositions and minimise errors. We believe these quality measures improves the effectiveness of the
manufacturing process, thereby improving the quality of our products.
In addition to our product portfolio, on a case to case basis, we also develop products that are customised to cater
to a specific requirement of our customers. We have an in-house product development team which is assisted by
third party consultants to develop varied grades of our existing products as well as develop new products with
diverse industry applications. For instance, in order to address the demand for fire resistant household wires &
cables we developed halogen free flame retardant compounds to provide flame retardancy and minimize smoke
and corrosive gas emissions during fires. In another instance, our product development team in consultation with
third party consultants had developed HDPE and adhesive coating compounds which are key layers of 3LPE
Coating used in underground oil, gas and water pipelines. These coatings provide comprehensive protection to
underground pipelines against mechanical damage, chemical exposure, and varying temperature conditions. Our
products help enhance the life span of such pipelines and reduce maintenance costs. In order to manufacture the
product, we undertook modifications to our existing manufacturing infrastructure, tested the product in-house as
well as through third party testing agencies, and lastly obtained a quality certification for the final product. During
the Fiscals 2025, 2024 and 2023, the revenue earned from HDPE and adhesive coating compounds and halogen
free flame retardant compounds constituted an aggregate of 18.41%, 19.51% and 5.68% respectively. We possess
the capabilities and the infrastructure to develop new products in an integrated manner in our Manufacturing
Facility.
We are a part of the BLS Group, a prestigious business group with an operating history of more than 3 decades in
India and across geographies. The group has a strategic presence across traditional industries such as, textile,
education and polymers to modern sectors such as, outsourcing of visa and counsellor services, banking business
correspondents, and e-governance. The group’s product portfolio is designed to leverage synergies, mitigate risks,
and capture growth opportunities across varied economic landscapes. This diversification allows the group to
serve a broad spectrum of markets and consumers, driving sustainable value creation for all stakeholders. One of
the members of the Promoter Group, BLS International Services Limited has an established track record for
providing visa, passport, consular and other citizen services to state and provincial governments across Asia,
Africa, Europe, South America, North America & Middle East through its tech enabled platform. Further, BLS
E-Services Limited, another key members of our Promoter Group, is a technology enabled digital service provider,
providing (i) banking business correspondents, (ii) assisted eservices; and (iii) e-governance services at grass root
levels in India. The equity shares of BLS International Limited, and BLS E-Services Limited, are
listed on BSE and NSE and as of July 30, 2025, their market capitalisation was ₹ 15,53,293 lakhs and ₹ 1,67,812
lakhs, respectively. We leverage the Group’s industry expertise and reputation to drive business development and
strategic expansion. With a long-standing history and strong brand recognition of the BLS Group across diverse
industries, our clients perceive the Group as a trusted solutions provider. Our Company is also ably guided by our
Promoters, Vinod Aggarwal, Sushil Aggarwal, Madhukar Aggarwal, Diwakar Aggarwal and Karan Aggarwal,
who hold extensive experience in the polymer industry. Our Company has thrived on the decades of experience
and leadership of our Promoters. They are supported by an experienced team of professionals across senior and
mid-level management that have significant experience in, and the understanding of, our products and the polymer
industry. Key members of our leadership team including unit heads and functional heads have been guiding our
organization, and their experience, thus enabling effective navigation of challenges and the pursuit of excellence.
See also “Our Management” on page 246.
KEY PERFORMANCE INDICATORS
The table below sets forth below certain key financial and operational metrics for the period indicated:
(₹ in lakhs)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue From operations (₹ in lakhs) 32,843.59 29,635.83 31,461.61
EBITDA (₹ in lakhs) 3,966.31 2,104.91 1,792.31
Growth in EBITDA % 88.43% 17.44% -
EBITDA Margin (%) 12.08% 7.10% 5.70%
Profit after tax (₹ in lakhs) 2,113.60 752.20 624.98
Growth in PAT % 180.99% 20.36% -
EPS 4.69 1.67 1.39
PAT Margin (%) 6.44% 2.54% 1.99%
Return on Equity (ROE) (%) 36.83% 17.48% 16.74%
Debt To Equity Ratio 1.11 2.05 2.30
Return on Capital Employed (ROCE) (%) 25.46% 12.84% 11.93%
214Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Current Ratio 1.44 1.26 1.22
NAV / Book Value 15.09 10.40 8.72
Return on Net Worth 31.11% 16.06% 15.92%
Return on Total Assets 11.80% 4.46% 3.88%
Notes:
a) As certified by the Statutory Auditor pursuant to their certificate dated August 6, 2025. The Audit committee in its
resolution dated July 27, 2025 has confirmed that the Company has not disclosed any KPIs to any investors at any point
of time during the three years preceding the date of this Draft Red Herring Prospectus other than as disclosed in this
section.
b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial
Statements.
c) EBITDA refers to earnings before interest, taxes, depreciation, amortization, gain or loss from continued operations and
exceptional items.
d) Growth in EBITDA % means growth in % terms of the current year as compared to the preceding year.
e) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period.
f) Profit after Tax refers to sum of total income less total expenses after considering the tax expense.
g) Growth in PAT % means growth in % terms of the current year as compared to the preceding year.
h) EPS is Earnings per share calculated as Profit attributable to shareholders of the company divided by the weighted
average number of shares outstanding during the period.
i) Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our
net profit after taxes by our revenue from operations.
j) Return on equity (RoE) is equal to profit for the year divided by the average equity and is expressed as a percentage.
k) Debt to equity ratio is calculated by dividing the debt (i.e., borrowings (current and non-current) and lease liabilities by
total equity (which includes issued capital and all other equity reserves).
l) Return on Capital Employed (%) is calculated as EBIT divided by capital employed. Capital employed is calculated as net
worth and total debt add Net Deferred Tax (Liabilities)
m) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one
year) and is calculated by dividing the current assets by current liabilities.
n) NAV / Book Value is defined as Net Asset Value and is calculated as Shareholders Net worth divided by the weighted
average number of shares outstanding during the period.
o) RoNW is defined as Return on Net Worth that is Equity share capital add reserves and other equity, return that is net profit
is divided by Net worth to calculate this ratio.
p) Return on Total Assets is calculated as return that is net profit is divided by the total assets during the year.
Description of our Business
Our Products
The details of the products manufactured by us have been provided below:
Polyethylene compounds
Polyethylene (“PE”) compounds are widely used in wires and cables for insulation, jacketing and sheathing
purposes. The specialised compounds manufactured through these polymers are used in critical industries such as
power and telecommunication. (Source: CRISIL Report) We typically use polyethylene or co-polymers of
polyethylene for manufacturing PE compounds. The addition of these polymers is suitably modified, based on the
requirement of the customer or application of the end use product. In addition to polymers, various additives such
as, stabilizers, colorants, flame retardants, anti-oxidants, etc. are added to offer final material specific properties
to our final products. We use raw polymers such as, HDPE, LLDPE and MDPE to add additional qualities such
as, rigidity, strength, chemical and puncture resistance to our final products. The specialised compounds
manufactured through these polymers are used in critical industries such as power and telecommunication. We
manufacture 43 grades of PE compounds. During the Fiscal 2025, we sold all grades of PE compounds to
telecommunication, power and railway industries.
HDPE and adhesive coating compounds
We manufacture HDPE and adhesive coating compounds for 3LPE Coating of industrial pipelines. A 3LPE
Coating system consists of three layers, viz., a base layer of fusion bonded epoxy, an intermediate adhesive layer,
and an outer layer of HDPE. The adhesive used in these pipelines is specially formulated to ensure compatibility
between the epoxy and the polyethylene layers, enabling the layers to work as a single, integrated protective
system. The final HDPE layer provides mechanical strength and shields the pipeline from soil stress, impact, and
215moisture. Together, these three layers offer long-lasting corrosion protection and mechanical durability, making
3LPE Coatings ideal for pipelines laid underground or in harsh environments. (Source: CRISIL Report)
We manufacture 4 grades of HDPE and adhesive coating compounds. During the Fiscal 2025, we sold all grades
of HDPE and adhesive coating compounds to oil and gas and water distribution industries.
The sale of PE compounds (including HDPE/MDPE/LLDPE/CFC/HFFR/MB/PP) accounted for ₹ 18,641.11
lakhs, ₹ 19,935.45 lakhs and ₹ 22,899.47 lakhs, representing 56.76%, 67.26% and 72.79%, respectively of our
total revenue as of the Fiscals 2025, 2024 and 2023, respectively.
Cross-linked polyethylene compounds
XLPE compounds are widely used as insulating materials in power cables due to their thermal, electrical, and
mechanical properties. XLPE is produced by chemically cross-linking polyethylene chains, which transforms the
thermoplastic polymer into a thermoset material. This cross-linking process significantly enhances the material’s
ability to withstand high temperatures, electrical stress, and environmental factors such as moisture and chemicals.
In power cable applications, XLPE insulation provides superior dielectric strength and thermal resistance,
allowing cables to operate safely at elevated temperatures continuously, withstanding short-circuit conditions.
Additionally, XLPE offers mechanical toughness, abrasion resistance, and long-term stability, making it ideal for
both low-voltage and high-voltage power transmission and distribution systems. Its low dielectric constant and
low dissipation factor also contribute to energy efficiency in electrical networks. Overall, XLPE compounds have
become the preferred choice for modern cable insulation due to their durability, reliability, and performance under
demanding service conditions. In accordance with the end use application, we undertake modifications in the basic
polymer structure to modify the effectiveness of the finished product. (Source: CRISIL Report) We manufacture
XLPE compounds through polyethylene or co-polymers of polyethylene by adding silane and peroxide, along
with various additives. Additionally, we manufacture 7 grades of XLPE compounds. During the Fiscal 2025, we
sold all grades of XLPE compounds to power and telecommunication industries.
The sale of XLPE compounds accounted for ₹ 5,287.72 lakhs, ₹ 5,013.63 lakhs and ₹ 3,709.82 lakhs, representing
16.10%, 16.92% and 11.79%, respectively of our total revenue as of March 31, 2025, March 31, 2024 and March
31, 2023.
Halogen free flame retardant compounds
Halogen free flame retardant (“HFFR”) compounds are extensively used in cable insulation. In addition to their
insulation and flame retardant properties, these compounds reduce the emission of toxic and corrosive gases
during combustion. A key benefit is their ability to produce low smoke, critically improving visibility for
evacuation during fire incidents. Furthermore, HFFR compounds are characterized by zero or very low halogen
acid gas emission, eliminating the release of harmful, corrosive gases, thereby protecting human health and
sensitive equipment. Their applications span building and construction, including public buildings, high-rise
residential areas, and critical infrastructure. (Source: CRISIL Report) We manufacture HFFR compounds through
polyethylene or co-polymers of polyethylene by adding mineral fillers and flame retardant fillers. Additionally,
we manufacture 12 grades of HFFR compounds. During the Fiscal 2025, we sold all grades of HFFR compounds
to power and telecommunication industries. For details of revenue earned from the sale of HFFR compounds
during the preceding three Fiscals, please refer to “- Description of our Business - Our Products - HDPE and
adhesive coating compounds” on page 215 of this Draft Red Herring Prospectus.
Polyvinyl chloride compounds
PVC compounds are used in house wires and electrical cables due to their balance of electrical, mechanical, and
chemical properties. They serve as both insulation and sheathing material, offering good dielectric strength and
resistance to moisture, abrasion, and various chemicals. The inherent flame-retardant nature, enhanced through
the use of additives, makes PVC compounds one of the safer choices for domestic wiring applications. These
compounds are also flexible and easy to process, allowing for efficient manufacturing and installation in a variety
of residential and commercial settings. They can be tailored to meet specific performance requirements by
adjusting plasticizers, stabilizers, and fillers in the formulation. While not halogen-free, PVC compounds provide
adequate fire performance and cost-effectiveness, which has made it a dominant material in the low-voltage cable
segment. (Source: CRISIL Report) We manufacture PVC compounds by adding various additives such as heat
stabilizers, UV stabilizers, plasticizers, impact modifiers, thermal modifiers, fillers, flame retardants, smoke
216suppressors, etc. Additionally, we manufacture 60 grades of PVC. During the Fiscal 2025, we sold all grades of
PVC to power and telecommunication industries.
The sale of PVC accounted for ₹ 434.85 lakhs, ₹ 464.09 lakhs and ₹ 1,049.38 lakhs, representing 1.32%, 1.57%
and 3.34%, respectively of our total revenue as of March 31, 2025, March 31, 2024 and March 31, 2023.
Cable-Filling compounds and other products
CFC compounds offer water resistance, thermal resistance and dielectric properties, which slow down the
deterioration of the cable during its service life. CFC are jacketed on wires and cables for protecting them from
extreme weathering situations and various voltage capacities. These compounds are primarily used for sheathing
and jacketing of polyethylene insulated jelly filled cables. (Source: CRISIL Report)
We manufacture CFC compounds through petroleum wax, by adding various additives such as synthetic rubbers,
etc. Additionally, we manufacture 1 grade of CFC. During the Fiscal 2025, we sold all grades of CFC to power
and telecommunication industries.
Further, owing to our longstanding market presence in the polymer compound industry, we have gained insight
into the demand and supply of raw materials and finished goods of this industry. We leverage our experience and
understanding of the demand of raw materials of this industry, by procuring and supplying several various grades
of HDPE resin and LLDPE resin, among others. During March 31, 2025, March 31, 2024 and March 31, 2023,
revenue from procurement and supply of various grades of HDPE resin and LLDPE resin accounted for ₹ 8,572.30
lakhs, ₹ 4,100.00 lakhs and ₹ 3,670.06 lakhs, representing 26.10%, 13.83% and 11.67%, respectively.
COMPETITIVE STRENGTHS
Enlisted with prominent government agencies with pre-approved product portfolio
We are engaged in the manufacturing of multiple grades of polymer compounds, serving a wide range of critical
industries including telecommunications, power, railways, water supply, and oil and gas distribution. Polymer
compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and cables used
in power, telecommunication and railway industries as well as coating of underground oil, gas and water pipelines,
in order to provide a protective infrastructure from corrosion and external environmental factors. (Source: CRISIL
Report) Our products play a vital role in high-performance applications across critical industries, including oil,
gas, and water, among others. The polymer compounding industry presents a series of formidable barriers for new
players. Consequently, entry into the polymer compound industry requires a measured approach, significant
resources, and deep expertise to successfully overcome these multifaceted obstacles. In industries such as power
transmission, telecommunications, and coatings, polymer compounders must have their products, manufacturing
processes, and standard operating procedures rigorously tested and approved by regulatory bodies or public sector
enterprises. (Source: CRISIL Report) Accordingly, in order to supply our products to these sectors, it is mandatory
to obtain enlistment with relevant government agencies. This process involves subjecting our products,
manufacturing processes, and standard operating procedures to stringent testing and evaluation parameters,
following which approval is granted for their specific applications. Accordingly, we have enlisted our products
with a Maharatna CPSE power transmission company, a Navratna CPSE engineering consultancy company, a
Miniratna CPSE telecommunication company and Government of Gujarat. We believe that enlistment with such
agencies affirms our technical competence to supply products across a wide range of projects and industries. It
also serves as a significant barrier to entry for new participants in the polymer compound industry.
Notwithstanding these entry barriers, we possess longstanding experience in supplying polymer compounds to
our marquee customers operating across diverse sectors.
In last five years, we have enlisted the following products with prominent government agencies, thereby affirming
their quality and effectiveness:
S. Product Name of the product Approved grade Government Agency
No. Category
1. Wire and Cables HDPE compound All grades of HDPE Maharatna CPSE power
compound transmission company
2. Oil and gas Adhesive Compound for 3LPE BLS PC 1009 Navratna CPSE
pipeline Coating engineering
3. PE Compound for 3LPE Coating BLS PC 5555 consultancy company
4. Wire and Cables CFC compound BLS-201
217S. Product Name of the product Approved grade Government Agency
No. Category
5. Sheathing / jacketing compound for BLS 2222 Miniratna CPSE
PIJF cable telecommunication
6. HDPE black sheathing /jacketing BLS 8888 OFC company
compound (for OF cables) UV
Stabilized
7. Anti-tracking polyethylene compound BLS-ATC-1009
(ATPE) for ADSS Cable
8. HDPE Type III Insulation Compound BLS 4444
(for PIJF Cables)
9. Water pipeline Adhesive Compound for 3LPE BLC PC 5555 and BLC Government of Gujarat
Coating PC 1009
These certifications issued to us typically remain valid for a period of three years, post which the products are
required to be re-enlisted, for application in specific projects.
In addition to the aforementioned approvals, we have also applied to various other government and private
agencies for enlisting our product finding application in the oil and gas industry. We believe that the continued
enlistment of our products with prominent private and government agencies offers us the technical qualification
to supply our products in diverse industrial projects thereby increasing the total addressable market for our
products.
In addition to enlistment of our products, we are also subject to preliminary and periodic audits undertaken by our
customers. Owing to the critical application of our products, in order to onboard a customer or continue our
association with domestic and international customers, we are required to qualify their internal audits as well as
product and process specifications. Obtaining and maintaining these qualifications and passing these customers’
internal supplier selection procedures typically involves an average time period of 1 months to 6 months. Over
the years, we have successfully retained our existing customers and expanded our customer base. In the Fiscals
2025, 2024, and 2023, we added 53, 66 and 78 new customers, respectively.
Diversified industry applications with differentiated product portfolio
Our business model is diversified by a mix of products, end use industries and customer base. As on date of this
Draft Red Herring Prospectus, our Company has manufactured 6 products in 127 grades across our product
segments. The bouquet of products offered by us serve various end-user industries including but not limited to
railways, telecommunication, among others. Some common applications of our products are set forth below:
Product Application
PE compounds Telecommunication and optical fibre cables, data communication cables, power cables
and railway signalling cables.
HDPE and adhesive coating Industrial pipeline for distribution of oil, gas and water.
compounds
XLPE compounds Power cables and control and instrumentation cable
PVC compounds Low voltage power cable, house wiring, industrial cabling, fire resistant applications
and telecommunication cables used in data communication.
CFC Power cables and jelly filled cables for telecommunication and power connectivity.
HFFR compound Solar cable, fire survival cable, power cable, house wiring and optical fibre cable.
Further, please refer to “Our Business – Our Products” on page 215 for details of our products.
In addition to our diversified product categories, we have also developed multiple grades depending on application
and customer requirements. Our constant efforts are focused towards continuously identifying market demands
and introducing relevant products with high quality. The details of grades manufactured under each of our product
categories have been provided below:
Product Number of grades manufactured
PE compounds 43
XLPE compounds 7
PVC compounds 60
CFC compounds 1
HFFR compounds 12
218Product Number of grades manufactured
Pipe Coating compounds 4
Total 127
We diversify our product portfolio in such a manner that our products are customised for our customers and are
commensurate with the scale for each of the geographies we serve. Our diversified product portfolio helps us
retain our customers and strengthen our cross-selling efforts across product portfolios. For the Fiscal 2025, Fiscal
2024 and Fiscal 2023, our wire & cable products and pipe coating products generated revenues of ₹ 26,798.20
lakhs, ₹ 23,852.98 lakhs and ₹ 29,674.52 lakhs and ₹ 6,045.39 lakhs, ₹ 5,782.85 lakhs, and ₹ 1,787.09 lakhs,
respectively, which represents about 81.59%, 80.49% and 94.32% and 18.41%, 19.51% and 5.68% of our total
revenue from operations for the respective periods.
Long-standing relationships with our customers
We have, through our 3 decades of business operations, established long-standing relationships with several
customers engaged in various industries. We have a diversified customer base and we have served 166 customers
in Fiscal 2025. Our Company has established a direct relationship with our customers, which has helped us build
a long-standing relationship directly with our customers along with lowering of costs and improvement in our
returns. In the last three Fiscals, we catered to more than 290 customers, of which around 89.33% number of
customers were repeat customers, year on year basis. Such long-term association with key customers also offers
significant competitive advantages such as revenue visibility, industry goodwill and enables us to demonstrate our
quality. While, we prefer to market and sell our products directly to our customers in the domestic market, however
in order to further expand our export operations, we have recently entered into a service agreement with a
marketing and distribution company in UAE for obtaining advisory and support services for selling certain of our
products in Egypt, United Arab Emirates, Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. We also secure orders
in respect to our products on a tender basis. In case of tenders, we make competitive bids and based our
performance history, our bids and capability to deliver committed quantities, we are awarded with the orders.
We have been able to retain our existing customers and attract new customers. The table below sets forth below
our revenue from customers, segregated on the basis of the years of relationship with such customers:
Period of Fiscal 2025 Fiscal 2024 Fiscal 2023
Customer Number Revenue Percent Number Revenue Percent Number Revenue Percent
Relationship of from age of of from age of of from age of
* Custome such Revenu Custome such Revenu Custome such Revenu
rs as on Custome e from rs as on Custome e from rs as on Custome e from
March rs (₹ Sale of March rs (₹ Sale of March rs (₹ Sale of
31, 2025 Lacs) Produc 31, 2024 Lacs) Produc 31, 2023 Lacs) Produc
ts ts ts
More than or 61 14998.79 45.67% 68 18179.56 61.34% 77 26099.53 82.96 %
equal to 5
years
Less than 5 105 17844.80 54.33% 107 11456.27 38.66% 113 5362.08 17.04 %
years
*Based on gross value
Additionally, out of our customers every year, we have a high level of repeat customers which helps us to reduce
dependence and de-risk our revenues. Our long-standing relationships with customers have been key to our
financial performance, enabling us to secure significant repeat orders over the years. Details of our repeat
customers have been provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of repeat customers 113 109 112
Total number of customers 166 175 190
% of repeat customers 68.07% 62.29% 58.94%
Set forth below is our revenue from repeat customers as a percentage of our revenue from operation –
219Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount % of Amount % of Amount % of
(in ₹ Lacs) Revenue (in ₹ Lacs) Revenue (in ₹ Lacs) Revenue
from from from
Operations Operations Operations
Revenue from 30,556.79 93.04% 24,197.63 81.65% 29,268.67 93.03%
repeat customers
Our ability to establish and maintain long-term relationships with numerous customers demonstrates our
commitment to provide quality products and solutions that meet their requirements. Furthermore, we have over
the years increased our share of wallet from customers by offering additional products to existing customers.
We are committed to providing quality products to our customers and to meet this commitment, we have
implemented quality control systems across our manufacturing units, encompassing all areas of business processes
right from supply chain to product delivery. Our Manufacturing Facility has received a quality certificate for
certifying our quality management systems. For further details, please see “History and Certain Corporate
Matters - Key awards, accreditations or recognitions” on page 243 of this Draft Red Herring Prospectus. Our
compliance with quality standards enables us to maintain consistent quality, efficiency and product safety. Regular
interactions between our sales team and customers provide valuable insights into market trends and product
feedback, allowing us to align with customer preferences and deliver stronger support to boost sales. Our ability
to address the varied and stringent client requirements over long periods enables us to serve our customers better.
This has helped us to obtain additional business from existing customers as well as nurture new customer
relationships. We believe our focus on quality to our customers and timely delivery of our product offerings have
helped us establish and maintain long term relationships with our customers.
PAN-India market presence
We are a manufacturer of various grades of polymer compounds primarily used in manufacturing of wire and
cables and coating of industrial pipelines. We primarily derive majority of our revenue from our domestic
operations and as of March 31, 2025, 91.57% of our revenue from operations was generated from the domestic
operations undertaken by our Company. In the last 3 fiscals, we sold our products in 24 states/union territories.
The shaded portion in the below map indicates our geographical market presence in terms of the states/union
territories in which we have supplied our products during the last 3 Fiscals:
220This map is only for the purpose of representation and is not to be considered an accurate geopolitical
representation
Set out in the table below is a break-down of the revenue earned by our Company from various states/union
territories during the preceding three Fiscals:
Sr. State/ union Fiscal 2025 Fiscal 2024 Fiscal 2023
No. territories Revenue % of revenue Revenue % of Revenue from % of
from sale from from sale revenue sale of products revenue
of domestic of from (₹ in Lacs) from
products operations products domestic domestic
(₹ in Lacs) (₹ in Lacs) operations operations
1 Delhi 8,475.89 28.18% 4,278.25 15.04% 4,123.87 13.69%
2 Gujarat 3,713.75 12.36% 5,621.99 19.76% 1,739.34 5.79%
3 Karnataka 2,830.14 9.41% 4,580.95 16.11% 7,422.97 24.65%
4 Maharashtra 2,517.19 8.37% 2,825.05 9.93% 3,417.67 11.35%
5 Rajasthan 2,424.64 8.06% 3,040.22 10.69% 2,469.07 8.20%
6 Goa 2,421.88 8.05% 1,681.44 5.91% 2,873.77 9.54%
7 Madhya Pradesh 1,660.35 5.52% 489.35 1.72% 1,518.64 5.04%
8 Telangana 1,581.98 5.26% 721.27 2.54% 1,269.00 4.21%
9 Haryana 1,567.72 5.21% 802.75 2.82% 673.89 2.24%
10 Dadra 1,399.88 4.65% 1,252.32 4.40% 147.84 0.49%
11 West Bengal 546.81 1.82% 1,147.99 4.04% 1,183.56 3.93%
12 Uttar Pradesh 263.98 0.88% 1,248.83 4.39% 1,196.47 3.97%
13 Uttarakhand 219.31 0.73% 405.95 1.43% 347.47 1.15%
14 Kerala 132.19 0.44% 47.23 0.17% - -
221Sr. State/ union Fiscal 2025 Fiscal 2024 Fiscal 2023
No. territories Revenue % of revenue Revenue % of Revenue from % of
from sale from from sale revenue sale of products revenue
of domestic of from (₹ in Lacs) from
products operations products domestic domestic
(₹ in Lacs) (₹ in Lacs) operations operations
15 Pondicherry 88.62 0.29% 22.80 0.08% 27.12 0.09%
16 Jammu & 72.78 0.24% 121.72 0.43% 115.90 0.38%
Kashmir
17 Odissa 47.95 0.16% 3.06 0.01% 273.92 0.91%
18 Himachal 41.68 0.14% 14.88 0.05% 1.35 0.00%
Pradesh
19 Tamil Nadu 35.41 0.12% 121.77 0.43% 1,211.00 4.02%
20 Chandigarh 33.59 0.11% 10.14 0.04% 0.42 0.00%
21 Jharkhand 0.22 0.00% 2.81 0.01% - -
22 Andhra Pradesh - - - - 79.23 0.26%
23 Chhattisgarh - - 0.18 0.00% 1.95 0.01%
24 Punjab - - - - 23.40 0.08%
Grand Total 30,075.96 100.00% 28,440.95 100.00% 30,117.85 100.00%
Through our strategic geographic presence, we can effectively serve a broad customer base, encompassing
manufacturers of all sizes, and pursue growth opportunities in various markets. This expansive reach allows us to
establish a market presence, nurture customer relationships, and drive sustainable growth.
Integrated product development capabilities
We have invested in an in-house product development team for developing new polymer compositions to suit our
customer needs and market demand. As on June 30, 2025, our product development team comprised four
employees. We have in the past, strategically diversified our product portfolio to either offer additional product
applications or inculcate enhanced properties such as, smoke-free flame retardance, anti-tracking, etc. A chart
depicting the track record of product diversification has been provided below:
For instance, we have in the recent past developed pipe coating adhesive which is primarily applied on
underground pipelines used for distribution of oil, gas and water. Our product development team in consultation
with third party consultants developed pipe coating adhesives by developing the composition of the product,
modifying the manufacturing infrastructure, undertaking in-house and third party quality tests and obtaining a
certification in respect of the efficacy of the product. These third party consultants offer advisory services to public
sector units engaged in the oil and gas industry and hold extensive experience in the field of pipeline coating, field
joint coating and cathodic protection. The key initiatives taken by our product development team for developing
pipe coating adhesives have been provided below:
222The existing machinery used for manufacturing polymer compounds was modified to add new processning and
Modification testingparameteressuitabletotheproposedproduct.Oncethemachinerywasmodifiedtheproductsmanufactured
of weretestedonasamplebasistoverifytheprocessingparameters.
manufacturing
infrastructure
•Aftersettingupourmanufacturingprocess,weproducedasamplebatchandconductedqualitytestinginourin-
houselaboratory,basedonproductspecificqualitycontrolstandardsandapplicationrequirements.Ourproduct
developmentteamwasalsoaidedbythirdpartytestingagenciestotestthequalityoftheproductandsuitabilityfor
Product applicationinthepipeindustry.Postcompletionoflabtesting,realtimeapplicationtestswereconductedonthe
development productuntildesiredendproductqualityparameterswereachieved.Postincorporatingthefeedbackreceivedfrom
and testing suchtests,thefinalproductwasdeveloped.
•Post completion of the product development, our Company was successful in obtaining a quality compliance
certificationforpipecoatingadhesivesfromBureauVeritas.ThegradeawardedtoourCompanycomfirmedthe
confirmity of the product to Indian and international quality standards such as, ISO 21809 -1:2018 and DIN
Quality Grade 30670:2012usingvariousISOandASTMtestingmethods.
•Oncethefinalproductwasdeveloped,weapproachedanNABLaccreditedgovernmentlabforconductingvarious
environmentaltestsontheproducttoverifyitsresistancetodifferentexternalenviromentalfactors. Thetesting
Durability periodlastedforoversix(6)months.
testing
The new products, HDPE and adhesive coating compounds for 3LPE Coating have been enlisted with a Navratna
CPSE engineering consultancy company. Additionally, we have been designated as an authorised vendor for the
upcoming SAUNI Project by the Government of Gujarat for the usage of our HDPE and adhesive polymer
products. The total cost incurred by our Company in development of HDPE and adhesive aggregated to ₹ 120.86
lakhs. We intend to leverage our product development infrastructure to develop new products for catering to the
demand of our customers.
Industry Tailwinds
The Indian polymer compounding market has experienced consistent growth over the past few years, driven by
increasing demand across various end-use industries. The market expanded from USD 5,967 million in 2019 to
USD 8,330 million in 2023. This growth was fueled by rapid industrialization, rising demand from the automotive,
construction and infrastructure, packaging, telecommunications, electrical & electronics, wires & cables, and an
increasing shift toward lightweight and high-performance polymer materials. The market is expected to grow at a
CAGR of ~8.2% from 2024 to 2029, reaching a value of USD 13,415 million. Additionally, the market is
experiencing robust growth, driven by extensive infrastructure development, power sector expansion, and the
government's push for oil and gas network enhancement through initiatives like the National Gas Grid. The wire
and cable industry, in particular, has benefited from urban development projects, smart city initiatives, and the
renewable energy sector's growth. (Source: CRISIL Report)
The operational petroleum pipelines, covering 17 key routes, demonstrate robust infrastructure already in place,
servicing various industrial, residential, and transportation sectors. With over 4,341.5 km of new pipelines under
construction, significant projects like the Kandla–Gorakhpur pipeline (2,757 km) underscore India’s push for
long-distance connectivity, linking the western industrial corridor to the eastern and northern markets. This
pipeline, with a capacity of 8.25 MMTPA, is a critical infrastructure project expected to catalyze industrial growth
in states like Gujarat, Madhya Pradesh, and Uttar Pradesh. Additionally, pipelines like Krishnapatnam–Hyderabad
and Haldia–Panagarh reflect efforts to strengthen connectivity in southern and eastern regions, supporting regional
energy demand growth. (Source: CRISIL Report)
The Indian Government has implemented a comprehensive suite of policies and initiatives aimed at
revolutionizing the country’s water pipeline network. At the forefront is the Jal Jeevan Mission (JJM), launched
in 2019 with an ambitious budget allocation of approximately INR 3.60 lakh crores. This flagship program aims
to provide Functional Household Tap Connection (FHTC) to every rural household by 2024, emphasizing
sustainable water supply through community participation and incorporating robust water quality monitoring
systems. The mission particularly focuses on addressing the needs of water-scarce and quality-affected areas,
marking a significant step toward universal water access in rural India. (Source: CRISIL Report)
223In urban areas, the government has launched the AMRUT (Atal Mission for Rejuvenation and Urban
Transformation) and Smart Cities Mission, which work in tandem to modernize urban water infrastructure.
AMRUT specifically targets 500 cities, aiming to ensure comprehensive water supply coverage while promoting
crucial reforms in urban water management. State-specific initiatives and the National Rural Drinking Water
Programme (NRDWP) form another crucial layer of the government's approach. States have implemented various
programs tailored to their specific needs, often utilizing Public-Private Partnership (PPP) models and engaging
local bodies in water management. These programs are supported by robust financial initiatives that combine
central and state government funding, external agency support, and private sector participation through
mechanisms like municipal bonds. (Source: CRISIL Report)
The polymer compounding market is significantly influenced by evolving trends across power cables, telecom
cables, and oil & gas pipeline coating sectors. These trends collectively impact the polymer compounding market
by accelerating material innovation, raising performance requirements, and emphasizing sustainability. (Source:
CRISIL Report) We are engaged in the business of manufacturing polymer compounds primarily used in
insulation, jacketing and sheathing of wire & cables in power, telecommunication and railway industries and
coating of underground oil, gas and water pipelines. In the wire and cable industry, polymers serve crucial
functions in electrical insulation, mechanical protection, and overall cable performance. (Source: CRISIL Report)
Polymer compounds are used as an essential raw material while laying of underground pipelines, in order to
provide a protective infrastructure from corrosion and various external environmental factors. Since our products
are complimentary to the wire & cable and infrastructure industries, therefore the demand of our products is
directly proportional to the demand of such end use products. We believe that owing to our widespread domestic
presence, diversified product portfolio, strategic location and scalable operations, we are strategically positioned
to gain from the industry tailwinds in the wire and cable and infrastructure industries.
Experienced Promoters and senior management team
We benefit from the experience of our management team which has extensive knowledge in the polymer industry,
including operations, business development and customer relationships. Our Company is ably guided by our
Promoter and Non-Executive Director, Vinod Aggarwal who holds an experience of over 34 years in the polymer
industry, and has played a key role in the business development of our Company. Our Promoter and Managing
Director, Karan Aggarwal, who has an experience of more than 12 years in the polymer industry has played a key
role in diversification of our product portfolio and geographic expansion. Our Company has thrived on the
extensive experience and leadership of our Promoters. We also rely on the experience of our Executive Director,
Dinesh Sharma, who has been associated with our Company since 1991, wherein he originally held the position
of General Manager – Marketing and was later promoted as the Executive Director of our Company in 2019. He
holds an experience of more than 34 years in sales and marketing and heads the marketing operations of our
Company. Our Company also benefits from the expert guidance of our Independent Directors, who bring a wealth
of experience in their respective fields. Our Independent Directors, Parveen Kumar Goyal was associated with
Indian Oil Corporation Limited in the capacity of director (finance) and has an experience of more than 37 years
in accounts and finance. Further, our Independent Directors, Shivani Mishra holds an experience of 9 years in the
field of accounts and finance and Arun Kumar Verma was associated with Canara bank and holds an experience
of over 36 years in banking and finance. Their collective expertise provides essential oversight and guidance to
our Board of Directors, significantly enhancing our Company’s governance and decision-making processes.
Our Board of Directors are supported by an experienced team of professionals across senior and mid-level
management that have significant experience in, and the understanding of, our products and the polymer industry.
Our Key Managerial Personnel and Senior Management Personnel include Arvind Kumar Agarwal, our Chief
Financial Officer, Neha Kumar Sunit, our Company Secretary and Compliance Officer, Joydeep Guha, Vice
President - Operations, Anil Aggarwal, Vice President – Procurement and Supply Chain Management and Sameer
Ramesh Kadam, Sales Head. For further details, please see “Our Management” on page 246 of this Draft Red
Herring Prospectus. We believe that the strength of our Board and management team and their experience has
enabled us to take advantage of market opportunities and to better serve our customers.
OUR BUSINESS STRATEGIES
Introducing fresh production capacities in our existing Manufacturing Facility and broadening our global
footprint
Our Company has an existing Manufacturing Facility located at Goa. While we have been delivering our products
to different regions of India and exporting to some countries, we intend to increase our global market reach for
224which we have to broaden our manufacturing capabilities. For this purpose, we intend to increase the
manufacturing capacity of our key projects, PE and XLPE in our existing Manufacturing Facility. The capacity
utilization of PE and XLPE compounds in our Manufacturing Facility stood at 76.83% and 80.17%, respectively,
in Fiscal 2025, which indicates optimal utilisation of our current installed capacities. Our Manufacturing Facility
is spread across an aggregate parcel of land admeasuring about 24,220 sq. mt., of which the total constructed area
admeasures about 9,637.22 sq. mt. We intend to undertake the proposed expansion on the unutilised land
admeasuring approximately about 5,748 sq. mt. in our Manufacturing Facility. We intend to utilise a portion of
the Net Proceeds from the Issue towards financing the capital expenditure for increasing the manufacturing
capacity of PE and XLPE in our Manufacturing Facility. For further details, please refer to the “Objects of the
Issue” on page 115 of this Draft Red Herring Prospectus.
Additionally, we have recently entered into a service agreement with a marketing and distribution company in
UAE for obtaining advisory and support services for selling certain of our products in Egypt, United Arab
Emirates, Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. Upon receipt of orders pursuant to such arrangement,
our Company shall require sufficient capacity to execute such orders within the specified time period. Considering
the demand in the international markets and the nearly utilised capacity of the aforementioned products, we
propose to expand the manufacturing capacity of PE and XLPE compounds by 27,265 MTPA and 22,858 MTPA,
respectively. This expansion will enable us to improve production efficiency, meet growing customer
requirements, and capitalize on future growth opportunities in both domestic and international markets.
In addition to the above, with a view to further diversify our customer base and increase our market share, we
intend to augment our sales in the markets where we sell our products as well as expand into new geographies.
Over the last several years, our Company has consistently expanded the customer network across Bangladesh,
Egypt, Oman, Saudi Arabia, Turkey, United Arab Emirates, United States of America and Zambia and this
continues to be one of the core strategies of our Company for the future. Having a wider product portfolio and an
established brand presence in existing products provides confidence to new customers to engage with our
Company. We will continue to focus our efforts in the select geographies such as Middle East and establish a
greater presence there. Our growth strategy in these markets will be to create strong local presence and connect
and expertise with required development capabilities to exploit growth potential offered by these markets. Our
strong focus will remain on acquiring new customers, retaining existing customers and offering good quality
products.
Continue to develop new product categories, catering to wider end-applications
We intend to strengthen our relationships with our existing customers and explore opportunities to grow along the
value chain by expanding the array of our existing products and solutions that we supply to our customers across
geographies, and to add new customers by developing products and solutions aligned with their needs. As part of
our growth strategy, we seek to pursue emerging opportunities in our existing product categories. Currently, our
portfolio caters to wire & cables and infrastructure industries. We intend to diversify our product base to cater to
other end-use industries as well. Our Company has already manufactured and tested some new products which
will help us to cater to wider end-applications. For details, please refer to “- Integrated product development
capabilities” on page 222 of this Draft Red Herring Prospectus. Additionally, we also intend to widen our enlisted
product portfolio for participating in various domestic and international industrial projects, thereby increasing our
total addressable market. We believe that inclusion of additional enlisted products in our portfolio will contribute
to a stable and recurring source of revenue for our business operations.
We intend to diversify our product portfolio by developing semi-conductive compounds, peroxide cross linkable
compounds, cross linked halogen free flame retardant compounds and maleic anhydride grafted polyethylene
compound for use in multilayer films. Semi-conductive compounds are used in tandem with XLPE compounds to
reduce electrical stress for preventing partial discharge and premature electric failure. It also gives uniform electric
field distribution, which is crucial for high voltage segments thereby allowing consistent performance. (Source:
CRISIL Report) With this product, we intend to offer targeted solutions in the hight voltage and extra high voltage
power cable segment. Peroxide cross linkable compounds are widely used as crosslinking agents in the
manufacture of XLPE and ethylene propylene rubber insulation materials for wires and cables. These compounds
are used primarily in power cables, control cables, signal and instrumentation cables, renewable energy cables,
railways, metro and telecommunication cables. (Source: CRISIL Report) Cross linked halogen free flame retardant
compounds are widely used for manufacturing solar cables. Maleic anhydride grafted polyethylene compounds
are used in multilayer films to improve adhesion between different layers. This enhances the strength and
durability of the films, making them suitable for applications such as food packaging, medical packaging, and
225industrial use. (Source: CRISIL Report) We intend to manufacture these new products in-house by leveraging our
product development infrastructure.
Expansion through deeper penetration in existing international markets and strategic entry into new global
geographies.
Our international operations are currently spread across countries such as, Bangladesh, Egypt, Africa, Oman,
Saudi Arabia, Turkey, United Arab Emirates, United States of America and Zambia. During the preceding three
Fiscals, we served customers across 11 countries. Below is a country-wise bifurcation of our exports:
Countries Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from % of Revenue from % of export Revenue % of export
sale of export sale of operations from sale of operations
products operations products products
(₹ in Lacs) (₹ in Lacs) (₹ in Lacs)
Saudi Arabia 2,287.25 82.64% 127.27 10.64% 64.72 4.82%
Bangladesh 209.66 7.53% 828.37 69.33% 1,149.51 85.54%
Egypt 153.25 5.54% - - - -
UAE 85.93 3.10% 1.49 0.12% 51.86 3.86%
USA 29.54 1.07% 4.96 0.42% - -
Turkey 1.65 0.06% 0.82 0.07% 0.85 0.06%
Oman 0.20 0.06% - - - -
Zambia 0.15 0.00% 113.96 9.54% - -
Germany - - 1.27 0.11% 0.98 0.07%
Qatar - - 116.74 9.77% 74.11 5.52%
Tanzania - - - - 1.72 0.13%
TOTAL 2,767.63 100.00% 1,194.88 100.00% 1,343.75 100.00%
With the objective of strengthening our export operations in existing international markets, we have recently
entered into a service agreement with a marketing and distribution company in the UAE. This partnership is aimed
at leveraging their advisory and support services to facilitate the sale of select products in the region. Going
forward, we intend to establish similar strategic alliances in other existing markets by partnering with entities that
have a strong local customer base. These collaborations will enable us to enhance market penetration and ensure
access to new customers within our current regions of operation.
Owing to the quality of our products and longstanding market experience, we have qualified the benchmarked
qualification and testing requirements of a coating services company in Middle East. The onboarding process
included arduous testing on our products including but not limited to, adhesive or peel test, cathodic disbondment,
impact resistance, elongation at break, resistance to indentation, among others. Pursuant to our onboarding and
supply of products, the customer confirmed the successful application of successful application of our BLS PC
5555 HDPE black compound as a topcoat in their 3LPE coating system for 88” diameter line pipe. Moreover, in
an appreciation letter, the customer favourably compared the quality and performance of our products with other
top brands of HDPE products used for 3LPE coating system.
Additionally, we also intend to expand our presence in new international regions, such as, Tunesia, Algeria,
Nigeria and Oman. To support our global expansion efforts, we intend to appoint sub-agents in selected
international markets, who shall identify and map potential demand for our products within their regions. Our
agents will be supported by our internal teams, who shall provide the necessary technical data and product
specifications for marking our products in new geographies. The interested customers shall upon testing product
samples share performance feedback and upon finalisation of grade of the product, place orders with us. We
believe that this strategy of engaging with commercial agents will diversify our revenue base, expand our
geographical footprint and potentially improve our margins. We believe that as we expand our exports to
international markets, we will be able to take advantage of the increased margins associated with these markets
and improve our profitability. Furthermore, our strategy of diversifying our revenue base and expanding our
geographical footprint helps us mitigate the risks associated with economic fluctuations in any one region.
Increase in business from existing domestic customers
We are focused on leveraging long-standing relations with our existing domestic customers to increase our wallet
share, amongst our existing customers across our products. As of March 31, 2025, 2024 and 2023, customers who
have been associated with for more than five years contributed 45.67.%, 61.34% and 82.96% to our revenues from
226sale of products in the said period. Over the years we have developed longstanding relationships with our
customers in various geographies, thus offering credibility and stability to our customer base. We intend to
continue focussing on increasing our share of business from our existing customers by broadening the portfolio
of products we offer, higher engagement with our existing customers, investment in our manufacturing
infrastructure, and to continue to engage with such customers while undergoing capacity and product related
transitions. Further, we strive to consolidate our relationship by continuing to provide quality products at
competitive prices and focus on developing our products in line with the changing customer requirements.
Manufacturing
Manufacturing Facility
We carry our manufacturing operations from our Manufacturing Facility situated in Goa, which is spread across
an aggregate parcel of land admeasuring about 24,220 sq. mt., of which the total constructed area admeasures
about 9,637.22 sq. mt. Our Manufacturing Facility, is operated 24 hours for 7 days a week, in multiple shifts,
except on holidays and during maintenance period. Our Manufacturing Facility is supported by infrastructure for
administrative operations, storage of raw materials and finished goods, manufacturing, utilities, together with
quality control and product development.
Capacity Utilisation
The information relating to the annual installed capacity, actual installed capacity, actual production and capacity
utilisation and related percentage of our products included below and elsewhere in this Draft Red Herring
Prospectus are based on various assumptions and estimates of our management. These assumptions and estimates
include standard capacity calculation practice in the Indian packaging industry and capacity of other ancillary
equipment installed at the relevant manufacturing facility.
Set out below are details of installed capacity and capacity utilization in relation to the product categories for the
respective financial periods:
Product Fiscal 2025 Fiscal 2024 Fiscal 2023
Segmen Installed Productio Capacity Installed Productio Capacity Installed Productio Capacity
t Capacit n (MTPA) Utilizatio Capacit n (MTPA) Utilizatio Capacit n (MTPA) Utilizatio
y n (%) y n (%) y n (%)
(MTPA) (MTPA) (MTPA)
PE 24,511 18,831 76.83% 24,511 18,411 75.11% 24,511 19,964 81.45%
(HDPE/
MDPE/
LLDPE /
HFFR /
VFC/
MB/ PP)
XLPE 5,783 4,636 80.17% 5,783 4,319 74.68% 5,783 2,648 45.79%
PVC* 4,957 463 9.34% 4,957 613 12.37% 4,957 1,119 22.57%
Total 35,251 23,930 67.88% 35,251 23,343 66.22% 35,251 23,731 67.32%
*Our Company is in the process of fazing out the manufacturing of PVC and hence, installed capacity utilization has been
reducing since FY2023.
As certified by V M Shanbhag, Independent Chartered Engineer vide his certificate dated July 22, 2025.
Notes:
(1) The maximum aggregate production capacity sanctioned by the Goa State Pollution Control Board pursuant to the consent to
establish dated May 16, 2001 and consent to operate dated November 30, 2023 and April 1, 2024, is 38,400 MTPA. However,
as March 31, 2025, the total installed capacity of the machinery at our manufacturing facility is 35,251 MTPA.
(2) Estimated based on plant running 300 days in a year, in 3 shifts of 8 hours each in a day.
Manufacturing process
The manufacturing lifecycle of each of our products may be different. An indicative manufacturing process
followed by us is as follows:
227Raw Material Inspection: Raw material inspection is a crucial quality control process that ensures incoming
materials meet predefined standards before being used in manufacturing or processing. It involves examining,
measuring, testing, and comparing materials to confirm they are in the correct quantity, condition, and conform
to applicable requirements. This process helps prevent defects and ensures the quality of the final product.
Kneading: The polymer kneading process involves mixing a powdered polymer material with a liquid, like water
or another solvent, to create a homogeneous plastic mass. This process uses physical forces like shearing, rolling,
and grinding, as well as mass transfer via diffusion, to homogenize the mixture. Kneading is a crucial step in many
polymer processing operations.
Feeder / Conveyer: Once the base resins and additives are thoroughly mixed and kneaded to form a homogeneous
blend, the resulting material is transferred to the extrusion feeder, for further processing. To ensure a consistent
and controlled flow of material, the transfer is typically undertaken through screw conveyors or feeding hoppers.
Extrusion: The kneaded mass once fed into the extrusion feeder, is subjected to controlled heat and pressure to
shape it into the desired intermediate or final form, such as pellets, sheets, or profiles. This transition from
kneading to extrusion is vital for ensuring uniformity in the final product’s properties.
Pelletizing: The pelletizing process involves converting the extruded polymer material into small, uniform pellets
or granules, which serve as the standard feedstock for downstream plastic processing applications. After the
material is extruded through a die, it exits in the form of continuous strands. The strands are directed into a
pelletizer, which uses rotating knives to cut them into uniform pellets of the desired size.
Water Cooling: The pelletized polymers are directed into a water bath or a water spray chamber designed to
rapidly reduce its temperature. This cooling is essential to prevent deformation, sticking, or degradation of the
material. The water bath typically consists of a stainless steel trough filled with circulating, temperature-controlled
water to ensure uniform cooling.
Dewatering: The dewatering process usually begins with mechanical methods, such as air knives, which use high-
velocity air jets to blow off excess water, or sponge rollers that physically absorb moisture from the strand surface.
In pelletizing systems, especially underwater pelletizers, the pellets are often transferred to a centrifugal dryer or
vibratory drying system where they are spun or vibrated rapidly, allowing water to be separated through
centrifugal force or mechanical agitation.
Cyclone dryer: A cyclone dryer is a type of drying equipment. It operates on the principle of centrifugal force and
air flow. In this system, wet pellets are conveyed into a high-speed rotating air stream within a cylindrical or
conical chamber. As the mixture of air and pellets enters the cyclone dryer tangentially, the rapid circular motion
forces the heavier pellets to the outer wall, causing the water to be stripped from their surfaces due to the
centrifugal action and turbulence. This non-contact drying method is particularly useful for thermally sensitive
materials or where pellet integrity must be preserved.
Vibrating sieve: A vibrating sieve, is used for separating and classifying polymer pellets after drying. Following
pelletizing and dewatering, the pellets may contain fines, oversized particles, or contaminants that need to be
removed to ensure uniformity and quality. The vibrating sieve consists of one or more mesh screens mounted on
228a vibrating platform. When the dried pellets are fed onto the sieve, the vibration causes them to move across the
screen surface.
Storage silo: The pellets are conveyed into the silo and discharged via gravity through a controlled outlet at the
bottom.. By enabling bulk storage and smooth flow of materials, storage silos contribute to consistent supply in
production lines and reduce the need for frequent handling or manual intervention, thereby improving operational
efficiency and product quality.
Finished Goods inspection: This inspection is conducted at the final stage of polymer manufacturing before the
polymer pellets are packaged and dispatched. The purpose of this inspection is to ensure that the finished polymer
meets the predefined specifications and quality standards set by the manufacturer or required by the customer.
The inspection typically includes visual examination for colour consistency, pellet shape and size uniformity, and
absence of contaminants or defects such as black specks, gels, or moisture-related surface issues. In addition,
laboratory tests are conducted on representative samples to assess key properties, tensile strength, impact
resistance, moisture content, and thermal stability. Packaging integrity and labelling accuracy are also checked as
part of this process.
Packing: Post inspection the finished product is packed in liner bags as well as jumbo bags as per customer
requirement.
Quality Assurance
We prioritize the quality of our products through quality assurance measures integrated into every phase of our
operations. This encompasses adherence to industry regulations, testing protocols, and monitoring of
manufacturing processes to detect and rectify potential quality issues. We have set up an in-house laboratory to
undertake the required tests on raw materials, intermediate and finished materials. Our quality testing procedures
are in line with the testing standards prescribed under standards such as, American Society for Testing and
Materials (“ASTM”), International Organization for Standardization (“ISO”) and Bureau of Indian Standards
(“BIS”). We have adopted a quality control standard operating procedures prescribing standardised quality testing
parameters for incoming raw material, online inspection during the production process and pre-dispatch
inspection. As on June 30, 2025, our quality assurance team comprises 7 personnel, which are either stationed at
our Manufacturing Facility. Additionally, our Manufacturing Facility has obtained ISO 9001:2015 certification
for quality management systems.
Raw Materials and Suppliers
As of March 31, 2025, we had a network of over 133 suppliers. Our suppliers are located in India as well as
outside India. We procure these supplies on the basis of short-term arrangements typically through memorandum
of understanding executed with leading domestic petrochemical manufacturers or purchase orders. We also import
a small portion of raw materials, mostly from Houston, Dubai, Thailand and Saudi Arabia.
During the Fiscals 2025, 2024 and 2023 the cost of raw materials and components consumed represented 80.85%,
83.9% and 85.04%, respectively, of our revenue from operations. Raw materials which are procured domestically
are primarily transported to our Manufacturing Facility by road. Raw materials which are imported by our
Company through sea and delivered to our Manufacturing Facility from the port by road.
We source raw materials from our suppliers based on quality specifications and cost effectiveness. We currently
import some portion of our raw materials including but not limited to, HDPE and LLDPE resins. Break-up of the
expenditure incurred from the purchase of raw materials from our suppliers during the Fiscals 2025, 2024 and
2023 have been provided below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Expenditure % of total Expenditure % of total Expenditure % of total
incurred purchase incurred purchases incurred purchases
(₹ in lakhs) (₹ in lakhs) (₹ in lakhs)
Domestic 22,816.43 84.30% 18,065.57 71.94% 19,569.48 73.71%
purchase
Import 4,249.86 15.70% 7,046.62 28.06% 6,980.98 26.29%
Total 27,066.29 100.00% 25,112.19 100.00% 26,550.46 100.00%
Utilities
229Our Manufacturing Facility has access to the necessary utilities like air, electricity and water. Our water
requirements are typically met though borewells or from third party sources. The power requirements in our
Manufacturing Facility are met through state-owned electricity distribution companies.
Inventory Management
Our inventory is determined based on a combination of confirmed and expected orders based on past trends. We
manage our inventory based on various parameters for maintaining minimum and maximum stock levels of raw
materials and finished products. Further, stock is taken physically at defined intervals and our existing stock is
reviewed at regular intervals for quality purposes. Our finished products are stored onsite at our Manufacturing
Facility. We have also entered into a warehouse services and storage agreement dated March 4, 2025 with Express
Machines & Scaffolding Private Limited to provide warehousing facilities in Goa for storage of raw materials and
finished products. We export our products to our customer through seaways and road.
Customer Network and Sales
Our diversified customers varies from established players in the wires and cables and oil and gas industries as
well as small and medium-sized companies in such industries in India and overseas. In the last three Fiscals, we
catered to more than 290 customers, of which around 89.33% customers were repeat customers. As an average of
the last three Fiscals, our top 10 customers accounted for 64.44%, 50.52% and 51.02% of our sale of products on
Restated Financial Statements for the Fiscals 2025, 2024 and 2023.
Logistics
Roadways and waterways are the modes of transportation used for our raw materials as well as finished products.
Our suppliers directly deliver our raw materials to our Manufacturing Facility. For the raw materials imported by
our Company, the clearing house agents engaged by us deliver raw materials from the ports to the Manufacturing
Facility. We outsource the delivery of our products to third-party logistics providers and rely on clearing house
agents to deliver our products from our Manufacturing Facility to the customers. We do not have long-term
contractual relationships with the logistics providers or clearing house agents.
Marketing
Our business is predominantly conducted on a business-to-business basis and our focus is on maintaining constant
contact with customers and ensuring quality of products and its timely delivery. Sales and marketing activities for
our products are carried out by our sales and marketing personnel, who are responsible for business development
and acquisition of new customers. Additionally, our marketing personnel regularly interact with our customers to
understand their changing preferences, in order to modify our offerings to suit their requirements. Further, our
Promoters, have been instrumental in our Company’s growth and development especially in customer
development activities and interacting with key customers directly. We also participate in tenders floated by
government customers to onboard new customers for our products. As part of our marketing initiatives, we also
participate in exhibitions domestically as well as internationally, to acquire new customers in different
geographies.
We serve a diversified customer base and have long standing relationships with a number of customers. For further
information on the risks associated with customer concentration, see “Risk Factors – Risk Factor 2 - Our business
largely depends upon our top 10 customers which contributed 64.44%, 50.52% and 51.02% in the Fiscal 2025,
2024 and 2023. The loss of any of these customers could have a material adverse effect on our business, financial
condition, results of operations and cash flows” on page 34 of this Draft Red Herring Prospectus. For further
information relating to our relationship with key customers, see “– Competitive Strengths – Long-standing
relationships with our customers ” on page 219 of this Draft Red Herring Prospectus.
Technical Collaborations
Our Company does not have any technical collaboration as on the date of this Draft Red Herring Prospectus.
Information Technology
We believe that an appropriate information technology infrastructure is important to support the growth of our
business. Our IT infrastructure enables us to track procurement of raw materials and sale of finished goods. We
230utilize a business central enterprise resource planning software which support sales, purchase, inventory
management and financial reporting.
Competition
We operate in the polymer industry which is highly competitive and fragmented and we compete with a range of
organised and unorganized players, at the national and international level. Further, while we have an expanding
portfolio of products, our competitors may have the advantage of focusing on concentrated products. Further, we
compete against established players also, which may have greater access to financial, technical and marketing
resources and expertise available to them than us in the products and services in which we compete against them.
We believe the principal elements of competition in our industry are quality, price, and range of the products
offered. Our presence of over three decades in the market coupled with the high quality and range of products as
well as our product development capabilities, helps us in having a competitive edge in the market. For further
information on the competition, we face in the markets in which we operate, please see the chapter titled “Industry
Overview” beginning on page 144 of this Draft Red Herring Prospectus.
Health and Safety
Our activities are subject to pollution control laws and various regulations which govern, among other matters,
the storage and handling of raw materials and finished goods. For further information, please refer to the chapter
titled “Key Industry Regulations and Policies” beginning on page 234 of this DRHP. We continue to ensure
compliance with applicable health and safety regulations and other requirements in our operations.
We have complied, and will continue to comply, with all applicable laws, rules and regulations. We have obtained,
or are in the process of obtaining or renewing, all material consents and licenses from the relevant governmental
agencies that are necessary for us to carry on our business. For further information, please see the chapter titled
“Government and Other Approvals” beginning on page 388 of this DRHP.
Corporate Social Responsibility
We have implemented a CSR policy, pursuant to which we carry out our CSR activities. Our CSR initiatives are
in compliance with the requirements under the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014, as amended. During the last three Fiscals, we have undertaken CSR activity by
contributing towards educational, cultural, and socioeconomic initiatives and eradication of avoidable blindness
by offering accessible eye care. During the Fiscals 2025, 2024 and 2023, our corporate social responsibility related
expenses were ₹ 16.50 lakhs, ₹ 11.51 lakhs, and ₹ 6.65 lakhs, respectively.
Insurance
We have purchased insurance in order to mitigate the risk of losses from potentially harmful events, such policies
include: (i) insurance for standard fire and special perils; (ii) insurance for burglary for plant and machinery,
office/lab equipment, stock of raw material, finished goods and stock in process, furniture, fixture, fittings and
office equipment, electrical installations; (iii) insurance for goods transported through sea, air, rail, courier, road,
registered post, inland waterway; (iv) vehicle insurance. We believe that insurance cover obtained by our
Company is sufficient to cover the potential risks. . For further information on risks related to insurance coverage
of our Company, see “Risk Factors – Risk Factor 59 - Our insurance coverage may not be adequate to protect us
against all potential losses, which may have a material adverse effect on our business, financial condition and
results of operations” on page 68.
Employees
As of June 30, 2025, we had an employee base of 128 permanent employees and 85 contract labourers. The
following table sets forth a breakdown by function:
Department No. of employees
Top Management 3
Accounts & Finance 12
HR & Admin 19
Sales Coordinator 3
231Department No. of employees
Secretarial 4
Import & Export 2
Logistics 3
Maintenance 4
Operation 1
Product Development 4
Production Development 50
Quality Team 7
Sales & Marketing 9
Supply Chain Management 3
Stores 1
Warehouse 3
Total 128
The employee attrition rate during the Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 8.7%, Nil% and 12.2%,
respectively.
Intellectual Property
As on date of this Draft Red Herring Prospectus, our Company has made the following applications for registering
under the Trade Marks Act, 1999:
Particulars of Trademark Application No. Class Date of Application Status
6977144 1 April 25, 2025 Formalities Chk Pass
6977145 35 April 25, 2025 Formalities Chk Pass
Properties
a) Leasehold properties:
S. Details of the Particulars of the Consideration/L Tenure/Term Usage
No. Deed/Agreement property, icense Fee/Rent
description and area
1. Lease agreement dated 604, Indra Prakash ₹2,000 per month For a period of Registered
February 21, 2025 executed Building, 21, eleven (11) Office
between Vinod Aggarwal, Barakhamba Road, months with
Sushil Aggarwal, Madhukar New Delhi-110 001, effect from
Aggarwal, Diwakar Aggarwal Delhi, India. February 21,
and our Company 2025
2. Lease agreement dated Khasra No. 544, ₹2,000 per month For a period of Warehouse
February 21, 2025 executed NDPL transformer, eleven (11)
between Vinod Aggarwal, opp. Shari Ram months with
Sushil Aggarwal, Madhukar Dharam Kata, Burari, effect from
Aggarwal, Diwakar Aggarwal New Delhi - 110 084, February 21,
and our Company Delhi, India. 2025
3. Lease agreement dated Block A-7/7, Jhilmil ₹2,000 per month For a period of Warehouse
February 21, 2025 executed Industrial Area, eleven (11)
between Vinod Aggarwal, Shahdara, East Delhi- months with
Sushil Aggarwal, Madhukar 110 095, Delhi, India. effect from
Aggarwal, Diwakar Aggarwal February 21,
and our Company 2025
4. Lease deed dated January 5, 14th floor, Vijaya ₹ 7.07 lakhs per For a period of Corporate
2024 executed between Rajat Building, situated at month three (3) years Office
Gupta, Nidhi Verma, Anirudh 17 Barakhamba Road, with effect from
Gupta, Anuj Gupta, Kavita Connaught Place, October 4, 2023
Gupta, Kamla Singhvi, Arun Central Delhi, New
Ahuja, Abhishek Ahuja, Aanya Delhi -110 001, Delhi,
Ahuja, Sunaina Ahuja, Vinod India.
232S. Details of the Particulars of the Consideration/L Tenure/Term Usage
No. Deed/Agreement property, icense Fee/Rent
description and area
Bhatia and Sahil Bhatia, Sanjay
Bansal, Amit Bansal, Vikas
Bansal, Suresh Gupta, Amita
Gupta, Anjana Goel and our
Company
5. Lease deed dated February 21, Villa No. 187/1-C ₹ 1.10 lakhs per For a period of Guest house
2025 executed between Eterrnia Villas, Reis month eleven (11)
Diwakar Aggarwal, Karan Magos, Village Varem months with
Aggarwal and our Company Taluka, Bardez, Goa – effect from
403 506 (One part of February 21,
the second floor) 2025
Except as disclosed above, there are no conflict of interest between the lessor of the immovable properties, (crucial
for operations of the company) and our Company, Directors, Promoters, Promoter Group, Key Managerial
Personnel, Senior Management and Group Companies and its directors.
b) Owned properties:
S. No. Particulars of the properties Usage
1. Plot No. M-36,37,M-40,41, and M-42,43 admeasuring 24,220 sq. mts. in the property Manufacturing Facility
known as Verna Industrial Estate Phase III-B, Verna Margao – 403 723, Goa, India
233KEY REGULATIONS AND POLICIES
The following is an overview of certain sector specific laws and regulations in India which are applicable to the
business and operations of our Company. The information of laws and regulations available in this section has
been obtained from publications available in public domain and is based on the current provisions of Indian law,
which are subject to change or modification by subsequent legislative actions, regulatory, administrative or
judicial decisions. The description of laws and regulations set out below may not be exhaustive and are only
intended to provide general information to the investors and are neither designed nor intended to substitute for
professional legal advice. Judicial and administrative interpretations are subject to modification or clarification
by subsequent legislative, judicial or administrative decisions.
Under the provisions of various Central Government and State Government statutes and legislations, our
Company is required to obtain and regularly renew certain licenses or registrations and to seek statutory
permissions to conduct our business and operations. For details, see “Government and Other Approvals” on
page 388.
The following is an overview of some of the important laws and regulations, which are relevant to the business of
our Company.
Key Legislations Applicable to our Company
The Industries (Development and Regulation) Act, 1951 (“I (D&R) Act”)
The I(D&R) Act provides for the development and regulation of specified industrial undertakings. The I (D&R)
Act has been liberalized under the New Industrial Policy dated July 24, 1991, and all industrial undertakings are
exempt from licensing except for certain industries such as distillation and brewing of alcoholic drinks, cigars and
cigarettes of tobacco and manufactured tobacco substitutes, all types of electronic aerospace and defence
equipment, industrial explosives including detonating fuses, safety fuses, gun powder, nitrocellulose and matches
and hazardous chemicals and those reserved for the small scale sector. An industrial undertaking, which is exempt
from licensing, is required to file an Industrial Entrepreneurs Memorandum (“IEM”) with the Secretariat for
Industrial Assistance, Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India, and no further approvals are required under the I(D&R) Act.
The Delhi Industrial Development, Operation and Maintenance Act, 2010
The Delhi Industrial Development, Operation and Maintenance Act, 2010 was enacted to regulate and promote
industrial growth in the National Capital Territory (NCT) of Delhi. It provides a structured framework for the
development, operation, and maintenance of industrial areas, ensuring efficient infrastructure and governance.
The Act designates the Delhi State Industrial and Infrastructure Development Corporation (DSIIDC) as the
primary agency responsible for industrial estate management. It empowers authorities to plan, develop, and
regulate industrial zones, ensuring proper land utilization and adherence to environmental and safety norms.
The Act also establishes provisions for levying charges, enforcing compliance, and resolving disputes related to
industrial operations. It allows for the privatization or outsourcing of maintenance services to improve efficiency
and service quality. Additionally, it includes mechanisms for land allotment, transfer, and prevention of misuse,
ensuring that industrial land is utilized for its intended purpose. Overall, the Act aims to facilitate sustainable
industrial development in Delhi by attracting investment, enhancing infrastructure, and ensuring systematic
industrial governance.
The Goa Industrial Development Act, 1965
The Goa Industrial Development Act, 1965 was enacted to regulate and promote industrial growth in the State of
Goa, providing a foundational framework for the development, operation, and maintenance of industrial areas
aimed at ensuring efficient infrastructure and governance, and it established or designated a primary agency, the
Goa Industrial Development Corporation (GIDC), as the central body responsible for industrial estate
management in Goa, empowering relevant authorities and the designated corporation to plan, develop, and
regulate industrial zones, facilitate proper land utilization, and ensure adherence to applicable norms through
provisions typically covering the establishment of a development authority tasked with planned industrial
infrastructure development, providing powers for acquiring land for industrial purposes and mechanisms for its
allotment or lease, mandating the provision and maintenance of essential infrastructure within industrial areas,
234establishing regulations for the use of land and facilities within industrial estates with mechanisms for enforcing
compliance, and outlining powers to levy fees, rents, or other charges for services, thereby serving as a key
legislative instrument to initiate and facilitate industrial development in Goa by creating a dedicated authority and
providing the necessary legal framework for developing and managing industrial estates.
Legal Metrology Act, 2009 (“Metrology Act”) and Legal Metrology (Packaged Commodities) Rules, 2011
The Metrology Act was enacted with the objectives to establish and enforce standards of weights and measures,
regulate trade and commerce in weights, measures and other goods which are sold or distributed by weight,
measure or number and for matters connected therewith or incidental thereto. The Metrology Act states that any
transaction/contract relating to goods/class of goods or undertakings shall be as per the
weight/measurement/numbers prescribed by the Metrology Act. The specifications with respect to the exact
denomination of the weight of goods to be considered in transactions are contained in rules issued by each state.
The Legal Metrology (Packaged Commodities) Rules, 2011, framed under the Metrology Act lays down specific
provisions applicable to packages intended for retail sale, wholesale packages and for export and import of
packaged commodities and also provides for registration of manufacturers and packers. The said rules also lays
down specific provisions for e-commerce transactions and online sale of packaged commodities.
Labour law legislations
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally
applicable labour laws. The following in an indicative list of labour laws which may be applicable to our Company
due to the nature of our business activities:
Factories Act, 1948 (“Factories Act”)
The Factories Act regulates the provisions relating to labour employed in factories. This Act defines a factory as
any premises on which ten or more workers are employed or were employed on any day of the previous twelve
(12) months, and on which a manufacturing process is being carried on with the aid of power, or a premises on
which twenty or more workers are employed or were employed on any day of the previous twelve (12) months
and on which a manufacturing process is carried on ordinarily without the use of power. The Factories Act
provides for the health, safety, and welfare of all workers and requires that the ‘Occupier’ (defined as the person
who has ultimate control over the affairs of the factory and in case of a company, any one of the directors) ensures
that all the workers are within safe working conditions while they are in the factory, and are not exposed to any
health risks and that they receive adequate instruction, training and supervision to ensure the same. The Factories
Act also makes provisions relating to the employment of women and young persons (including children and
adolescents), annual leave with wages, etc.
The Factories Act requires an Occupier of a factory to obtain approval, license, and registration for running and
qualifying as a factory under the Factories Act, by submitting the application along with plans and specifications
to the State Government or the Chief Inspector. Unless this permission from the Chief Inspector is obtained, no
building can be constructed or taken in use as a factory or a part of an existing factory. The Chief Inspector may,
on receipt of the said application and on being satisfied that there is no objection to the grant of license applied
for, register the factory and grant the license to the applicant to use as factory such premises as are specified in
the application and subject to compliance with such conditions as are specified in the license.
Any contravention of the provisions of the Factories Act or the rules framed thereunder may lead to imprisonment
of the manager or the Occupier of the factory for a term up to two (2) years or with a fine of ₹ 100,000 or both,
and in case of continuing contravention even after conviction, with a fine of up to ₹ 1,000 per day of contravention.
In case of a contravention which results in an accident that causes death or serious bodily injury, the fine shall be
not less than ₹25,000 and ₹ 5,000 respectively.
The Delhi Factories Rules, 1950 (“Factories Rules”)
The Delhi Factories Rules, 1950 were framed under the Factories Act, 1948, to regulate working conditions,
safety, health, and welfare of workers employed in factories within the National Capital Territory (NCT) of Delhi.
These rules provide detailed guidelines for registration, licensing, and compliance of factories to ensure a safe and
healthy working environment.
235The rules cover various aspects, including working hours, cleanliness, ventilation, fire safety, hazardous
processes, medical facilities, and welfare provisions such as canteens, restrooms, and first aid. They also mandate
regular inspections, reporting of accidents, and maintenance of records to ensure compliance with labour laws.
The objective of the Delhi Factories Rules, 1950, is to safeguard workers' rights, prevent workplace hazards, and
promote efficient and safe industrial operations in Delhi.
The Goa Factories Rules, 1985 (“Factories Rules”)
The Goa Factories Rules, 1985 were framed under the Factories Act, 1948, to regulate working conditions, safety,
health, and welfare of workers employed in factories within the State of Goa. These rules provide detailed
guidelines for registration, licensing, and compliance of factories operating in Goa to ensure a safe and healthy
working environment for their employees.
The rules cover various essential aspects concerning factory operations, including prescribed working hours,
requirements for cleanliness, adequate ventilation, fire safety measures, handling of hazardous processes,
provision of medical facilities, and welfare provisions such as canteens, restrooms, and first aid amenities. They
also mandate requirements for regular inspections by the relevant authorities, reporting of accidents and dangerous
occurrences, and maintenance of necessary records by factory management to ensure adherence to labour laws
and safety standards. The primary objective of the Goa Factories Rules, 1985, is to effectively safeguard workers'
rights, mitigate workplace hazards, and promote efficient and safe industrial operations across the State of Goa.
State specific shops and commercial establishment’s legislations
Under various state laws dealing with shops and establishments, any shop or commercial establishment has to
obtain a certificate of registration under the applicable shops and commercial establishments legislation and has
to comply with the rules laid down therein. These statutes and rules and regulations framed thereunder regulate
the opening and closing hours of shops and commercial establishments, daily and weekly work hours, closing
dates and holidays, health and safety of persons working in shops and commercial establishments, payment of
wages, maintenance of records and registers by the employers, among others. The following state shops and
commercial establishments are applicable to our Company:
• Delhi Shops and Establishments Act, 1954; and
• The Goa, Daman and Diu Shops and Establishments Act, 1973
Other labour related legislations
Depending upon the nature of the activity undertaken by us, the applicable labour enactments other than state-
wise shops and establishments acts includes the following:
• The Apprentices Act, 1961;
• The Contract Labour (Regulation and Abolition) Act, 1970;
• The Employee’s Compensation Act, 1923;
• The Employees’ (Provident Funds and Miscellaneous Provisions) Act, 1952;
• Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979;
• The Payment of Gratuity Act, 1972;
• The Payment of Bonus Act, 1965;
• The Maternity Benefit Act, 1961;
• The Minimum Wages Act, 1948;
• The Employees’ State Insurance Act, 1948;
• The Payment of Wages Act, 1936;
• The Industrial Disputes Act, 1947;
• The Trade Unions Act, 1926;
• Industrial Employment (Standing Orders) Act, 1946;
• Employment Exchange (Compulsory Notification of Vacancies) Act, 1959
• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
• The Interstate Migrant Workmen Act, 1979;
• The Equal Remuneration Act, 1976; and
• The Child Labour (Prohibition and Regulation) Act, 1986.
236In order to rationalize and reform labour laws in India, the Government of India has notified four labour codes
which are yet to come into force as on the date of this Draft Red Herring Prospectus, namely, (i) the Code on
Wages, 2019 which will repeal the Payment of Bonus Act, 1965, Minimum Wages Act, 1948, Equal Remuneration
Act, 1976 and the Payment of Wages Act, 1936, (ii) the Industrial Relations Code, 2020 which will repeal the
Trade Unions Act, 1926, Industrial Employment (Standing Orders) Act, 1946 and Industrial Disputes Act, 1947,
(iii) the Code on Social Security, 2020 which will repeal certain enactments including the Employee's
Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, Maternity Benefit Act, 1961, Employment Exchanges (Compulsory
Notification of Vacancies) Act, 1959 and the Payment of Gratuity Act, 1972 and (iv) the Occupational Safety,
Health and Working Conditions Code, 2020 which will repeal certain enactments including the Factories Act,
1948, Motor Transport Workers Act, 1961 and the Contract Labour (Regulation and Abolition) Act, 1970.
In addition to aforementioned material legislations, in order to rationalize and reform labour laws in India, the
Government has enacted the following codes*:
Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes four existing
laws namely the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965
and the Equal Remuneration Act, 1976 received the assent of the President of India on August 8, 2019. It regulates,
inter alia, the minimum wages payable to employees, the manner of payment and calculation of wages and the
payment of bonus to employees.
Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of
employment in industrial establishments and undertakings, and the investigation and settlement of industrial
disputes received the assent of the President of India on September 28, 2020. It subsumes and simplifies the Trade
Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947.
Code on Social Security, 2020, which amends and consolidates laws relating to social security, and subsumes
various social security related legislations, inter alia including the Employee’s Compensation Act, 1923,
Employee’s State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952,
the Maternity Benefit Act, 1961 and the Payment of Gratuity Act, 1972. It governs the constitution and functioning
of social security organisations such as the Employee’s Provident Fund and the Employee’s State Insurance
Corporation, regulates the payment of gratuity, the provision of maternity benefits and compensation in the event
of accidents that employees may suffer, among others.
Occupational Safety, Health and Working Conditions Code, 2020*, which amends and subsumes certain existing
legislations, including Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-
State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building and
Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996
*The Occupational Safety, Health and Working Conditions Code, 2020, the Code on Social Security, 2020, the Industrial
Relations Code, 2020, and the Code on Wages, 2019 have received the President’s assent, and will come into force at a date
notified by the Central Government. With respect to Code on Wages, 2019, certain provisions of this code pertaining to central
advisory board, have been brought into force by the Ministry of Labour and Employment through a notification dated
December 18, 2020. Further, through a notification dated March 01, 2021 the Ministry of Labour and Employment has issued
the Code on Wages (Central Advisory Board) Rules, 2021 which shall come into force on the date of their publication in the
Official Gazette. With respect to Code on Social Security, 2020, certain provisions of this code pertaining to application of
Aadhar number, Employees’ Pension Scheme, 1995 and Employees’ Provident Funds and Miscellaneous Provisions Act 1952,
have been brought into force by the Ministry of Labour and Employment through notifications dated April 30, 2021 and May
03, 2023.
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.
237Water (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.
Public Liability Insurance Act, 1991 (“PLI Act”) and the rules made thereunder
The PLI Act imposes liability on the owner or controller of hazardous substances for any death or injury to any
person other than a workman, or any damage to any property arising out of an accident involving such hazardous
substances. The government by way of a notification has enumerated a list of hazardous substances. The owner
or handler is also required to obtain an insurance policy insuring against liability under the legislation.
Furthermore, the PLIA Act and rules made thereunder mandate that the owner together with the amount of
premium, shall also pay to the insurer, a sum equal to the amount of premium payable to the insurer, as
contribution towards the environmental relief fund.
In addition to the above-mentioned environmental laws, following is an indicative list of the environmental laws
which may be applicable to our Company due to the nature of the business activities:
• Plastic Waste Management Rules, 2016;
• Bio-medical Waste management Rules, 2016;
• E-waste (Management) Rules, 2016;
• Ozone Depleting Substances (Regulation and Control) Rules, 2000;
• Noise Pollution (Regulation and Control) Rules, 2000, as amended; and
• Gas Cylinders Rules, 2016.
Further, the Ministry of Environment, Forest and Climate Change, Government of India has also notified the E-
Waste (Management) Rules, 2022, which shall come into effect on April 1, 2023.
Tax laws
238In 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; and
• Customs Act, 1962.
Foreign Investment Laws
The Foreign Trade (Development and Regulation) Act, 1992 and the rules framed thereunder (“FTA”)
The FTA is the main legislation concerning foreign trade in India. The FTA, read along with the Foreign Trade
(Regulation) Rules, 1993, provides for the development and regulation of foreign trade by facilitating imports
into, and augmenting exports from, India and for matters connected therewith or incidental thereto. It authorizes
the government to formulate as well as announce the export and import policy and to keep amending the same on
a timely basis. The government has also been given a wide power to prohibit, restrict and regulate the exports and
imports in general as well as specified cases of foreign trade. The FTA read with the Foreign Trade Policy, 2023,
prohibits anybody from undertaking any import or export except under an importer-exporter code (“IEC”) number
granted by the Director General of Foreign Trade. Hence, every entity in India engaged in any activity involving
import/export is required to obtain an IEC unless specifically exempted from doing so. The IEC shall be valid
until it is cancelled by the issuing authority. An IEC number allotted to an applicant is valid for all its branches,
divisions, units and factories. Failure to obtain the IEC number shall attract penalty under the FTA.
The Foreign Exchange Management Act, 1999 (“FEMA”) and regulations framed thereunder
Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and
notifications thereunder, as issued by the RBI from time to time and the FEMA Rules and the Consolidated FDI
Policy. In terms of the Consolidated FDI Policy, foreign investment is permitted (except in the prohibited sectors)
in Indian companies either through the automatic route or the Government route, depending upon the sector in
which the foreign investment is sought to be made. In terms of the Consolidated FDI Policy, the work of granting
government approval for foreign investment under the Consolidated FDI Policy and FEMA has now been
entrusted to the concerned administrative ministries/departments.
The FEMA Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, except for things done or
omitted to be done before such supersession. The total holding by any individual NRI, on a repatriation basis,
shall not exceed five percent of the total paid-up equity capital on a fully diluted basis or shall not exceed five
percent of the paid-up value of each series of debentures or preference shares or share warrants issued by an Indian
company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity
capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or
preference shares or share warrant. Provided that the aggregate ceiling of 10 percent may be raised to 24 percent
if a special resolution to that effect is passed by the general body of the Indian company.
The total holding by each FPI or an investor group, shall be less than 10 percent of the total paid-up equity capital
on a fully diluted basis or less than 10 percent of the paid-up value of each series of debentures or preference
shares or share warrants issued by an Indian company and the total holdings of all FPIs put together, including
any other direct and indirect foreign investments in the Indian company permitted under these rules, shall not
exceed 24 per cent of paid-up equity capital on a fully diluted basis or paid-up value of each series of debentures
or preference shares or share warrants. The said limit of 10 percent and 24 percent shall be called the individual
and aggregate limit, respectively.
With effect from April 1, 2020, the aggregate limit shall be the sectoral caps applicable to Indian companies as
laid out in paragraph 3(b) of Schedule I of FEMA Rules, with respect to paid-up equity capital on fully diluted
basis or such same sectoral cap percentage of paid-up value of each series of debentures or preference shares or
share warrants. Further, in accordance with Press Note No. 4 (2020 Series), dated October 15, 2020 issued by the
DPIIT, all investments by entities of a country which shares land border with India or where the beneficial owner
239of an investment into India is situated in or is a citizen of any such country, will require prior approval of the
Government of India, as prescribed in the Consolidated FDI Policy.
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 as specified by SEBI;
and (iv) such other conditions as may be specified by SEBI from time to time.
Intellectual property laws
Certain laws relating to intellectual property rights under the Trade Marks Act, 1999, the Copyright Act, 1957 and
the Patents Act, 1970 are applicable to us.
Trade Marks Act, 1999 (“Trade Marks Act”)
A trade mark is essentially any mark capable of being represented graphically and distinguishing goods or services
of one person from those of others and includes a device, brand, heading, label, ticket, name, signature, word,
letter, numeral, shape of goods, packaging or combination of colours or any combination thereof. In India,
trademarks enjoy protection under both statutory and common law. Registration of a trade mark grants the owner
a right to exclusively use the trade mark as a mark of goods and services and prevents the fraudulent use of marks
in India. The Trade Marks Act permits the registration of trade marks for goods and services. Certification
trademarks and collective marks can also be registered under the Trade Marks Act. The Registrar of Trade Marks
is the authority responsible for, among other things, registration of trade marks, settling opposition proceedings
and rectification of the register of trade marks. The Trade Marks (Amendment) Act, 2010 has been enacted to
cover Indian nationals as well as foreign nationals to secure simultaneous protection of trade marks in other
countries. The Trade Marks (Amendment) Rules, 2013 were enacted to give effect to the Trade Mark
(Amendment) Act, 2010.
The Patents Act, 1970 (“Patents Act”)
The Patents Act governs the patent regime in India. A patent is an intellectual property right relating to inventions
and grant of exclusive right, for limited period, provided by the Government to the patentee, for excluding others
from making, using, selling and importing the patented product or process or produce that product. In addition to
the broad requirement that an invention must satisfy the requirements of novelty, utility and non-obviousness in
order for it to avail patent protection, the Patents Act further provides that patent protection may not be granted to
certain specified types of inventions and materials even if they satisfy the above criteria.
The Copyright Act, 1957
The Copyright Act, 1957, along with the Copyright Rules, 2013 (“Copyright Laws”) governs copyright
protection in India. A registration under the Copyright Laws acts as a 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.
Designs Act, 2000 (“DA”) and the Designs Rules, 2001 (“DR”)
The DA regulates and protects the originality of an article’s design and prohibits the piracy of registered designs.
The primary objective of the DA is to protect new or original designs from getting copied, and ensure that the
creator, originator or artisan of the design is not deprived of their rightful gains for the creation of their design.
The central government also drafted the DR under the authority of the DA for the purposes of specifying certain
prescriptions regarding the practical aspects related to designs such as payment of fees, register for designs,
classification of goods, address for service, restoration of designs, etc.
Other applicable laws
240The Electricity Act, 2003 (“Electricity Act”)
The Electricity Act consolidates the laws relating to generation, transmission, distribution, trading and use of
electricity. It lays down provisions in relation to transmission and distribution of electricity. It states that the State
Government can specify suitable measures for specifying action to be taken in relation to any electric line or
electrical plant, or any electrical appliance under the control of a consumer for the purpose of eliminating or
reducing the risk of personal injury or damage to property or interference with its use.
Other Indian laws
In addition to the above, we are also governed by the provisions of the Companies Act and rules framed
thereunder, fire-safety related laws, contract act, foreign trade laws and other applicable laws and regulation
imposed by the Central Government and State Governments and other authorities for our day to day business,
operations and administration.
241HISTORY AND CERTAIN CORPORATE MATTERS
Our Company was incorporated under the Companies Act, 1956 as a public limited company pursuant to a
certificate of incorporation dated January 16, 1991 issued by the Registrar of Companies, Delhi and Haryana at
New Delhi. Further, a certificate for commencement of business dated April 23, 1991 was issued to our Company
by the Additional Registrar of Companies, Delhi and Haryana at New Delhi under Section 149(3) of the
Companies Act, 1956.
Details of change in Registered Office
The Registered Office at the time of incorporation was situated at 44, 1st Floor, Raghushree Building, Ajmeri
Gate, New Delhi – 110 006, Delhi, India. The Registered Office of our Company was subsequently changed in
the following manner:
Effective date of
Address of Changed Registered Office Reason(s) for change
change
June 19, 1991 The Registered Office of our Company was changed from 44, 1st Due to insufficiency of
Floor, Raghushree Building, Ajmeri Gate, New Delhi – 110 006, space
Delhi, India to 604, Indra Prakash, Barakhamba Road, New Delhi –
110 001, Delhi, India
Main objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:
1. To manufacture, produce, prepare, mix, refine, process, formulate, buy, sell, export, import or otherwise deal
in all types of heavy and light chemicals, chemical elements and components, including laboratory and scientific
chemicals of any nature used or capable of being used in the pharmaceutical industry, agricultural chemicals,
fertilisers, petrochemicals, industrial chemicals or any mixtures, derivatives and compounds thereof.
2. To manufacture, weave, prepare, process, repair, buy and sell, resell, export, import and market, all kinds of
plastics and plastic goods including plastic liners and sacks of high density polythene, polyprothelene, low
density polythene, pipes, sheets, toys and wares and other types of plastic goods and products, synthetic resins
and compounds, petroleum products, ancillary and auxiliary materials and derivates, intermediates and
compositions.
The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out.
Amendments to our Memorandum of Association in the past 10 years
Sr. No. Date of Shareholders’ Particulars
resolution
1 April 7, 2025 Clause V of the MoA was amended to reflect an increase in the authorised share
capital of our Company from ₹10,00,00,000 divided into 1,00,00,000 Equity
Shares of ₹10 each to ₹70,00,00,000 divided into 7,00,00,000 Equity Shares of
₹10 each.
Major events and milestones
The table below sets forth some of the major events and milestones in the history of our Company:
Calendar Event /milestone
Year
2001 Set up a manufacturing unit in Goa to manufacture PVC compounds, cable filling compound, LDPE black
sheathing compound, MDPE insulation compound and Polythene Insulated Jelly Filled (“PIJF”) cables.
2007 Received a source approval for cable filling compound (for PIJF Cables) Grade: BLS-201 and sheathing /
jacketing compound (for PIJF cable) Grade: BLS 2222 from a Miniratna CPSE telecommunication company.
2008 Diversified our product portfolio by manufacturing of HDPE black compounds.
Received a source approval certificate for sheathing compound, HDPE for OF cables Grade: BLS 8888 OFC
and insulation compound, HDPE (for PIJF cable) Grade: BLS 4444 from a Miniratna CPSE telecommunication
company.
242Calendar Event /milestone
Year
2016 Implemented ERP software for facilitating centralized data management.
2017 Diversified our product portfolio by manufacturing halogen-free flame retardant polymer compounds, used for
cable insulation.
Received a source approval certificate for LSZH sheathing and jacketing compound Grade : BLS – HFFR –
1036 from a Miniratna CPSE telecommunication company.
2018 Diversified our product portfolio by manufacturing anti-tracking polyethylene compounds for optical fibre
cables.
Received a source approval certificate for Anti-tracking Polyethylene for ADSS Optical Fibre Cable Grade:
BLS- ATC – 1009 from a Miniratna CPSE telecommunication company.
2020 Diversified our product portfolio by manufacturing cross link polyethylene compound used for insulating power
cables on account of its thermal, electrical, and mechanical properties.
2022 Diversified our product portfolio by manufacturing adhesive coating compounds for 3LPE Coating, for coating
of industrial pipelines.
Shortlisted and designated as an approved vendor for the SAUNI Yojana, a flagship program of the Government
of Gujarat, for manufacturing and supplying external 3LPE coating, adhesive (second layer) and PE compound
(third layer).
Designated as an approved manufacturer of High Density Polyethylene compounds by a Maharatna CPSE
power transmission company for its projects.
2024 Enlisted with a Navratna CPSE engineering consultancy company for our products viz., Adhesive Compound
for 3LPE Coating and PE Compound for 3LPE Coating
2024 Commenced export operations by supplying our products to Kingdom of Saudi Arabia, United Arab Emirates
and Egypt.
Key awards, accreditations or recognitions
Our Company has received the following awards, accreditations and recognitions:
Year Awards, Recognitions and Accreditations
2022 Received a certificate from BQC Assessment Private Limited confirming compliance of quality management system
prescribed under ISO 9001:2015 at our Registered Office and Manufacturing Facility.
Launch of key products or services, entry in new geographies or exit from existing markets
For details of launch of key products or services, entry in new geographies or exit from existing markets, capacity
or facility creation and the location of plants see “Our Business” on page 211.
Significant financial or strategic partnerships
Our Company does not have any financial or strategic partners as on the date of this Draft Red Herring Prospectus.
Time or cost overruns in setting up projects
Our Company has not experienced any time or cost overruns in relation to its business operations, since
incorporation.
Defaults or rescheduling/restructuring of borrowings with financial institutions/banks
There have been no delays, defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
in the Company.
Revaluation of assets
Our Company has not revalued its assets since incorporation.
Our holding company
As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
Our subsidiary, associate or joint venture
243As on the date of this Draft Red Herring Prospectus, our Company does not have any subsidiary, associate or joint
venture.
Details regarding material acquisitions or divestments of business/undertakings, mergers or amalgamation
As on the date of this Draft Red Herring Prospectus, our Company has not undertaken any merger, demerger,
amalgamation, material acquisitions or divestments of any business or undertaking.
Guarantees given by our Promoters
Except as disclosed in “Financial Indebtedness” on page 376, our Promoters have not given any guarantees for
the Equity Shares of our Company.
Key terms of other subsisting material agreements
As on the date of this Draft Red Herring Prospectus, our Company has not entered into any subsisting material
agreements other than in the ordinary course of business of our Company.
Details of shareholders’ agreements
Our Company does not have any subsisting shareholders’ agreements among our Shareholder vis-a-vis our
Company.
Existence of any special rights to Shareholders
None of the Shareholders are entitled to any special rights including but not limited to right to nominate a nominee
director on the board of the Company. Further, subsequent to the listing of Equity Shares of the Company on the
Stock Exchanges, any proposal for vesting of any special right(s) to any of the then existing shareholder(s), shall
be subject to approval of the Shareholders of the Company by way of a special resolution passed in a general
meeting of the Company held post listing of Equity Shares.
The Company confirms that, there are no other agreements and clauses / covenants which are material and which
need to be disclosed and that there are no other clauses / covenants which are adverse / pre-judicial to the interest
of the public shareholders. Further, the Company and its Promoters confirms that there are no other agreements,
deed of assignments, acquisition agreements, inter-se agreements, agreements of like nature, as on date of this
Draft Red Herring Prospectus.
The Company further confirms that as per the Articles of Association (‘AoA’) of the Company as amended from
time to time, there are no articles/provisions in the AoA enabling a person to exercise or be entitled to any special
rights of any nature.
There are no material clauses of our Articles of Association that have been left out from disclosures having bearing
on the Offer or this Draft Red Herring Prospectus and our Articles of Association are inconsonance with the
Companies Act, 2013, SEBI Act and regulations thereunder and meet the requirements as laid down in the law.
Agreements with Key Managerial Personnel, Senior Management Promoters, Directors, or any other
employee
Neither our Promoters nor any of the Key Managerial Personnel, Senior Management, nor Directors nor any other
employees of our Company have entered into an agreement, either by themselves or on behalf of any other person,
with any Shareholder or any other third party with regard to compensation or profit sharing in connection with
the dealings of the securities of our Company.
Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing
Regulations
There are no agreements entered into by the Shareholders, Promoters, Promoter Group entities, Group Companies,
related parties, Directors, KMPs, employees of our Company, among themselves or with our Company or with a
third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to,
impact the management or control of our Company or impose any restriction or create any liability upon our
244Company, whether or not our Company is a party to such agreements.
Material Agreements
There are no other subsisting material agreements including with strategic partners, joint venture partners and/or
financial partners, entered into by the Company, other than in the ordinary course of business of the Company.
There is no subsisting agreements entered into by our Company pertaining to the primary and secondary
transactions of securities of the Company. Further, our Company does not have any proposed arrangements
pursuant to which it would undertake any material acquisitions or divestments of business/ undertakings, slump
sales, mergers, amalgamation, any revaluation of assets.
Other confirmations
We confirm that there are no other agreements/ arrangements and clauses / covenants which are material and
which needs to be disclosed or non-disclosure of which may have bearing on the investment decision.
Except as disclosed in “Financial Statements- Restated Financial Statements – Notes to Restated Financial
Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on page
328, there are no conflict of interest between the suppliers of raw materials and third-party service providers
(which are crucial for operations of the Company) and our Company.
Except as disclosed in “Financial Statements- Restated Financial Statements – Notes to Restated Financial
Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” and “Our
Business – Properties” on pages 328 and 211, respectively, there are no conflicts of interest between the lessor of
the immovable properties, (crucial for operations of the company) and our Company.
245OUR MANAGEMENT
The Articles of Association require that our Board shall comprise of not less than three (03) Directors and not
more than fifteen (15) Directors. As on the date of filing this Draft Red Herring Prospectus, we have six (06)
Directors on our Board, which includes one (01) Managing Director, one (01) Executive Director, one (01) Non-
Executive Director and three (03) Independent Directors, one of whom is also a woman director of our Company.
Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing
Regulations and the Companies Act, 2013, in relation to the composition of our Board and constitution of
committees thereof.
The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:
Name, designation, date of birth, address, occupation, Age Other directorships
current term, date of appointment and DIN (years)
Karan Aggarwal 38
Indian Companies
Designation: Chairman and Managing Director
i. BLS International Services Limited
Date of birth: October 8, 1986 ii. JU Finvest Private limited
iii. JLB Finvest Private Limited
Address: House no. 2, Flag Staff Road, Civil Lines, North iv. New Line Finance & Investment
Delhi – 110 054, Delhi, India. Private Limited
v. BLS Finvest Limited
Occupation: Business vi. SLW Media Private Limited
Current term: For a period of five (05) years with effect Limited Liability Partnerships
from May 20, 2025 until May 19, 2030.
Nil
Period of directorship: Director since September 13, 2016
Foreign Companies
DIN: 02030873
Nil
Dinesh Sharma 58 Indian Companies
Designation: Executive Director i. Zero Mass Private Limited
ii. Starfin India Private Limited
Date of birth: January 11, 1967 iii. BLS IT Services Private Limited
iv. BLS E-Solutions Private Limited
Address: 64, Vidyut Nikunj, Plot number 112, I.P. v. BLS Kendras Private Limited
Extension, Gazipur, Shakarpur, East Delhi – 110 092, vi. Reired BLS International Services
India. Private Limited
vii. Aadifidelis Solutions Private Limited
Occupation: Service viii. Sai Finent Advisory Private Limited
Current term: For a period of five (05) years with effect Limited Liability Partnerships
from April 7, 2025 until Apil 6, 2030, liable to retire by
rotation. Nil
Period of directorship: Director since March 2, 2019 Foreign Companies
DIN: 00956860 Nil
Vinod Aggarwal 71 Indian Companies
Designation: Non-Executive Director i. B. L. & Sons Limited
ii. BLS Infrastructure Limited
Date of birth: June 25, 1954 iii. Azadpur Finvest Private Limited
iv. Hawai Capital Private Limited
Address: Kothi no. 2, Flag Staff Road, Near I.P College,
Civil Lines, North Delhi – 110 054, Delhi, India. Limited Liability Partnerships
Occupation: Business Nil
246Name, designation, date of birth, address, occupation, Age Other directorships
current term, date of appointment and DIN (years)
Current term: Liable to retire by rotation Foreign Companies
Period of directorship: Director since incorporation Nil
DIN: 00135390
Parveen Kumar Goyal 70 Indian Companies
Designation: Independent Director Nil
Date of birth: August 3, 1954 Limited Liability Partnerships
Address: Flat no. 27/303, East End Apartments, Mayur Nil
Vihar Phase-1, Extension, Vasundhra Enclave, S.O., East
Delhi – 110 096, Delhi, India.
Foreign Companies
Occupation: Independent Consultant
Nil
Current term: For a period of five (05) years with effect
from April 7, 2025 until April 6, 2030.
Period of directorship: Director since April 7, 2025
DIN: 00162819
Shivani Mishra 35
Indian Companies
Designation: Independent Director
i. Starfin India Private Limited
Date of birth: November 22, 1989 ii. Zero Mass Private Limited
iii. BLS Kendras Private Limited
Address: H. No. 35, GT Road, Jain Nagar, Panchwati iv. BLS E-Services Limited
Colony, Pawan Cinema, Near MRF Showroom,
Ghaziabad – 201 001, Uttar Pradesh, India. Limited Liability Partnerships
Occupation: Business Nil
Current term: For a period of five (05) years with effect Foreign Companies
from April 7, 2025 until April 6, 2030.
Nil
Period of directorship: Director since April 7, 2025
DIN: 07221507
Arun Kumar Verma 66
Indian Companies
Designation: Independent Director
i. Jay Bee Laminations Limited
Date of birth: April 7, 1959
Limited Liability Partnerships
Address: K-021, Sector-143, Gulshan Ikebana Homz,
Gautam Budh Nagar, Noida - 201 306, Uttar Pradesh, Nil
India.
Foreign Companies
Occupation: Business
Nil
Current term: For a period of five (05) years with effect
from April 7, 2025 until April 6, 2030.
Period of directorship: Director since April 7, 2025
247Name, designation, date of birth, address, occupation, Age Other directorships
current term, date of appointment and DIN (years)
DIN: 08705619
Brief profiles of our Directors
Karan Aggarwal, aged 38 years, is one of the Promoters, Chairman and Managing Director of our Company. He
holds a bachelor’s degree in science with specialisation in business and management studies from University of
Bradford. In the past he was associated with BLS Ecotech Limited in the capacity of a director. He oversees key
functions of our Company such as, manufacturing, product development and export. He holds an experience of
more than 12 years in the polymer industry and has played a key role in diversification of our product portfolio
and geographic expansion. He has been associated with our Company since September 13, 2016.
Dinesh Sharma, aged 58 years, is an Executive Director of our Company. He holds a bachelor’s degree in arts
from Osmania University. He also holds a post graduate diploma in business management from Institute of
Marketing & Management. He had joined our Company in 1991 in the capacity of senior manager – marketing,
and was promoted to the position of and has been associated with our Company since March 7, 1991, wherein he
originally held the position of senior manager – marketing and was later promoted as the assistant general
manager- marketing in the year 1998, deputy general manager- marketing in 2005, general manager- marketing
in 2012 and Executive Director of our Company in 2019. He holds an experience of more than 34 years in sales
and marketing and heads the marketing operations of our Company.
Vinod Aggarwal, aged 71 years, is one of the Promoters and Non-Executive Director of our Company. He
attended Shyam Lal College to pursue a bachelor’s degree in science. He holds an experience of over 34 years in
the polymer industry, and has played a key role in the business development of our Company. He has been
associated with our Company since incorporation, in the capacity of a Director. He was appointed as the Non-
Executive Director of our Company with effect from April 7, 2025.
Parveen Kumar Goyal, aged 70 years, is an Independent Director of our Company. He holds a bachelor’s degree
in commerce from University of Delhi. He is an associate member of the Institute of Chartered Accountants of
India. In the past, he was associated with Indian Oil Corporation Limited in the capacity of director (finance) and
has an experience of more than 37 years in accounts and finance. He has been associated with our Company since
April 7, 2025, in the capacity of an Independent Director.
Shivani Mishra, aged 35 years, is an Independent Director of our Company. She attended Ch. Charan Singh
University, Meerut to pursue a bachelor’s and a master’s degree in commerce. She also holds a master’s degree
in business administration from Punjab Technical University. She is presently associated with Gal Aviation
Solutions Private Limited in the capacity of a finance consultant. She holds an experience of 9 years in the field
of accounts and finance. She has been associated with our Company since April 7, 2025, in the capacity of an
Independent Director.
Arun Kumar Verma, aged 66 years, is an Independent Director of our Company. He holds a bachelor’s degree
in science in agriculture (honours in plant protection) from Punjab Agricultural University. He also holds a
master’s degree in science (agriculture) from Himachal Pradesh Krishi Vishwa Vidyalaya. He is an associate of
the Indian Institute of Bankers and holds a diploma in banking technology from Indian Institute of Banking &
Finance. He has passed the degree examination of bachelor’s degree in law conducted by Chaudhary Charan Singh
University. In the past, he was associated with Canara bank and holds an experience of over 36 years in banking
and finance. He has been associated with our Company since April 7, 2025, in the capacity of an Independent
Director.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from
being traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus,
during the term of their directorship in such company.
Further, none of our Directors is or was, a director of any listed company, which has been or was delisted from
any stock exchange during the term of their directorship in such company.
248Relationships amongst our Directors, Key Managerial Personnel and Senior Management
As on date of this Draft Red Herring Prospectus, none of our Directors, Key Managerial Personnel and Senior
Management are related to each other.
Arrangement or understanding with major Shareholders, customers, suppliers or others
None of our Directors have been appointed on our Board pursuant to any arrangement with our major
shareholders, customers, suppliers or others.
Service contracts with Directors
Our Company has not entered into any service contracts with our Directors which provide for benefits upon the
termination of their employment.
Borrowing Powers
In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant
to a board resolution dated August 28, 2018 and special resolution passed by the Shareholders in the Annual
General Meeting held on September 29, 2018, the Board of Directors of our Company were authorised to lease,
sell or dispose, create mortgage/charge/hypothecation and floating charges (in addition to the existing
mortgages/charges/hypothecation created by our Company in favour of the lenders) in such form and in such
manners as may be agreed and the lenders, on all or any of the present and future immovable and/or movable
properties of our Company wherever situated, of every nature and kind whatsoever to secure any Indian Rupee or
foreign currency loans, debentures, advances and all other money payable by our Company to the lenders
concerned, subject, however to an overall limit of ₹ 20,000 lakhs of loans or advances already obtained from, in
any forms including by way of subscription to debentures issued or to be issued by our Company to any financial
institution, bank, body corporate, company, insurer or to the general public.
Terms of employment of our Executive Director
Karan Aggarwal, Chairman and Managing Director
Pursuant to a resolution passed by the Board of Directors at its meeting held on March 12, 2025 and a resolution
passed by the Shareholders at the Extra-Ordinary General Meeting held on April 7, 2025, Karan Aggarwal was
appointed as the Chairman and Managing Director of our Company for a period of five (05) years with effect from
May 20, 2025, and the terms of remuneration, including his salary, allowances and perquisites were approved in
accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the Companies
Act, 2013 read with the rules prescribed thereunder. The terms of remuneration of our Chairman and Managing
Director have been summarized below:
Basic Salary Not exceeding ₹ 36.00 lakhs per annum. The Board shall be authorised to determine the amount of
remuneration and the interval or period in which the remuneration shall be paid to the director
The remuneration shall be payable to Karan Aggarwal, in any financial year, shall not exceed five (05)
per cent of the net profits of our Company, and the overall remuneration payable to all Executive
Directors, in any financial year, shall not exceed ten (10) per cent of our net profits. In any financial
year, during the tenure of the Director, if our Company has no profits or its profits are inadequate, then
he will be paid in accordance with Schedule V of the Act
Perquisites • Club Fees: Membership fees of club subject to maximum of two clubs
• Provision of car facility: The Managing Director shall be entitled to the use of a Company
maintained car along with the services of a driver for official as well as personal use. All
expenses relating to the car, including fuel, maintenance, insurance, driver’s salary shall be borne
by our Company.
Minimum In the event of loss or inadequacy of profits in any financial year, Karan Aggarwal shall be entitled to
Remuneration receive a total remuneration including perquisites, etc., not exceeding the ceiling limits as approved by
the Board of Directors and the members, as minimum remuneration
Dinesh Sharma, Executive Director
249Pursuant to a resolution passed by the Board of Directors at its meeting held on March 2, 2019 and a resolution
passed by the Shareholders at the Annual General Meeting held on September 30, 2019. Dinesh Sharma was
appointed as an Executive Director of our Company. Pursuant to a resolution passed by the Board of Directors at
its meeting held on March 12, 2025 and a resolution passed by the Shareholders at the Extra-Ordinary General
Meeting held on April 7, 2025, the terms of remuneration, including his salary, allowances and perquisites were
approved in accordance with the provisions of Sections 197, 198, Schedule V and other relevant provisions of the
Companies Act, 2013 read with the rules prescribed thereunder. The terms of remuneration of our Executive
Director have been summarized below:
Basic Salary Not exceeding ₹ 18.00 lakhs per annum. The Board shall be authorised to determine the amount of
remuneration and the interval or period in which the remuneration shall be paid to the Director
The remuneration shall be payable to Dinesh Sharma, in any financial year, shall not exceed five (05)
per cent of the net profits of our Company, and the overall remuneration payable to all executive
directors, in any financial year, shall not exceed ten (10) per cent of our net profits. In any financial
year, during the tenure of Dinesh Sharma, if our Company has no profits or its profits are inadequate,
then he will be paid in accordance with Schedule V of the Act
Perquisites Provision of car facility: The Executive Director shall be entitled to the use of a Company- maintained
car along with the services of a driver for official as well as personal use. All expenses relating to the
car, including fuel, maintenance, insurance and driver’s salary, shall be borne by our Company.
Minimum In the event of loss or inadequacy of profits in any financial year, Dinesh Sharma shall be entitled to
Remuneration receive a total remuneration including perquisites, etc., not exceeding the ceiling limits as approved by
the Board of Directors and the members, as minimum remuneration
Sitting fees to Non-Executive Directors and Independent Directors
Our Board of Directors in their meeting held on March 12, 2025 have fixed the following sitting fee for the
Independent Directors of our Company, for attending meetings of the Board of Directors and its committees:
(₹ in lakhs)
Name of the Director Sitting Fee for Board meetings Sitting Fee for committee meetings
Shivani Mishra 0.15 0.05
Arun Kumar Verma 0.15 0.05
Parveen Kumar Goyal 0.20 0.15
Our Company has not entered into any contract appointing or fixing the remuneration of a Director in the two
years preceding the date of this Draft Red Herring Prospectus.
Payments or benefits to our Directors
a) Executive Directors
The table below sets forth the details of the remuneration (including sitting fees, salaries, commission and
perquisites, professional fee, consultancy fee, if any) paid to our Executive Directors for the Fiscal 2025:
(₹ in lakhs)
Sr. Name of the Executive Remuneration Commission Consultancy Sitting Total
No. Director Fee Fee Compensation
1. Dinesh Sharma 12.16 - - - 12.16
2. Vinod Aggarwal* - - - - -
3. Karan Aggarwal# - - - - -
*Vinod Aggarwal was earlier appointed as the Managing Director of our Company with effect from November 1, 2016. However, he resigned
from the said position on March 2, 2025 and was appointed as the Non-Executive Director of our Company with effect from April 7, 2025.
#Karan Aggarwal was originally appointed as a Non-Executive Director of our Company with effect from September 13, 2016. He was
appointed as the Chairman and Managing Director of our Company with effect from May 20, 2025, therefore, he has not received
remuneration during the Fiscal 2025.
b) Non-Executive Directors and Independent Directors
The table below sets forth the details of the remuneration (including sitting fees and commission) paid to
our Directors for the Fiscal 2025:
(₹ in lakhs)
Sr. No. Name of the Director Designation of Director Sitting Fee
1. Vinod Aggarwal^ Non-Executive Director -
250Sr. No. Name of the Director Designation of Director Sitting Fee
2. Karan Aggarwal# Managing Director -
3. Kalpana Gaur% Independent Director -
4. Mohit Kumar% Independent Director -
5. Parveen Kumar Goyal* Independent Director -
6. Shivani Mishra* Independent Director -
7. Arun Kumar Verma* Independent Director -
^Vinod Aggarwal was earlier appointed as the Managing Director of our Company with effect from November 01, 2016. However, he resigned
from the said position on March 2, 2025 and has been appointed as the Non-Executive Director of our Company with effect from April 7,
2025.
#Karan Aggarwal was originally appointed as the Non-Executive Director of our Company with effect from September 13, 2016. He was
appointed as the Chairman and Managing Director of our Company with effect from May 20, 2025.
%Resigned as Independent Director with effect from April 7, 2025.
*Appointed as the Independent Director pursuant to a resolution passed by the Shareholders in the EGM held on April 7, 2025, therefore no sitting
fee has been paid to the Director.
Remuneration paid or payable to our Directors from our Subsidiaries or associate companies
As on date of this Draft Red Herring Prospectus, our Company does not have a subsidiary or associate company.
Contingent and deferred compensation payable to the Directors
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to
the Directors, which does not form part of their remuneration.
Bonus or profit-sharing plan for our Directors
Our Company does not have any performance linked bonus or a profit-sharing plan in which our Directors have
participated.
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.
Except as stated below, none of our Directors holds any Equity Shares of our Company as on the date of filing of
this Draft Red Herring Prospectus:
Percentage of the pre- Percentage of the post-
No. of Equity Shares of face
Name Issue paid up share Issue paid up share
value of ₹ 10 each
capital (%) capital (%)*
Vinod Aggarwal 72,78,880 16.16 [●]
Karan Aggarwal 44,82,392 9.95 [●]
Total 1,17,61,272 26.12 [●]
* Subject to finalisation of Basis of Allotment.
Shareholding of Directors in our Subsidiaries
As on date of this Draft Red Herring Prospectus, our Company does not have a subsidiary.
Interest of Directors
Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services
rendered as a Director of our Company and reimbursement of expenses, if any, payable to them. For details of
remuneration paid to our see “Terms of appointment and remuneration of our Executive Directors” above. In the
past, Vinod Aggarwal had offered advisory services to our Company and had entered into a professional services
agreement dated April 1, 2023 with us outlining the terms for offering such services. For further details, please
see “Financial Statements- Restated Financial Statements – Notes to Restated Financial Statements – Annexure
VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on page 328.
In the past, Lakshmi Aggarwal and Ruchita Aggarwal, relatives of our Non-Executive Director and Rachna
Aggarwal and Priyanka Aggarwal, relatives of our Managing Director, have received professional fee for offering
consultancy services to our Company. Further, Lakshmi Aggarwal, Rachna Aggarwal and Alka Aggarwal had
also entered into professional services agreement outlining the terms of offering such services. Priyanka Aggarwal
251has also received reimbursement of expenses from our Company, in the previous Fiscals. Vibha Sharma, relative
of our Executive Director is employed with our Company in the capacity of an executive – assistant and shall be
deemed to be interested to the extent of remuneration payable to her in the said capacity. Our Directors shall be
deemed to be interested in the professional fee or remuneration paid to their relatives by our Company. For further
details, please see “Financial Statements- Restated Financial Statements – Notes to Restated Financial Statements
– Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on page 328.
Our Managing Director, Karan Aggarwal, our Non-Executive Director, Vinod Agarwal and his brothers, Sushil
Aggarwal, Diwakar Aggarwal and Madhukar Aggarwal have entered into the following leasehold arrangements
with our Company:
Date of Agreement Lessor Address of Leasehold Tenure of the lease Lease rent per month
property (₹ in lakhs)
February 21, 2025 Diwakar Aggarwal Villa No. 187/1-C For a period of eleven 1.10
and Eterrnia Villas, Reis (11) months with
Karan Aggarwal Magos, Village Varem effect from February
Taluka, Bardez, Goa – 21, 2025
403 506 (One part of
the second floor)
February 21, 2025 Vinod Aggarwal, 604, Indra Prakash For a period of eleven 0.02
Sushil Aggarwal, Building, 21, (11) months with
Madhukar Aggarwal Barakhamba Road, effect from February
and Diwakar Aggarwal New Delhi-110 001. 21, 2025
February 21, 2025 Vinod Aggarwal, Khasra No. 544, For a period of eleven 0.02
Sushil Aggarwal, NDPL transformer, (11) months with
Madhukar Aggarwal opp. Shari Ram effect from February
and Diwakar Aggarwal Dharam Kata, 21, 2025
Burari, New Delhi -
110 084, Delhi, India.
February 21, 2025 Vinod Aggarwal, Block A-7/7, Jhilmil For a period of eleven 0.02
Sushil Aggarwal, Industrial Area, (11) months with
Madhukar Aggarwal Shahdara, East Delhi- effect from February
and Diwakar Aggarwal 110 095, Delhi, India. 21, 2025
Our Directors shall be deemed to be interested to the extent of rent paid to them as well as their relatives by our
Company. For further details, please refer to the chapter titled “Our Business – Properties” and “Financial
Statements- Restated Financial Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 -
Disclosures in respect of related parties pursuant to Ind AS 24” on pages 232 and 328, respectively of this Draft
Red Herring Prospectus.
Except as disclosed in “Financial Statements” and “Financial Indebtedness” on pages 279 and 376, respectively
in this Draft Red Herring Prospectus, our Directors (i) have not extended any personal guarantees; (ii) have not
provided their personal properties, for securing the repayment of the bank loans obtained by our Company; (iii)
are not co-borrowers in certain loans availed by our Company; and (iv) have not advanced unsecured loans to our
Company.
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 Statements” and “Our Promoters and Promoter Group” beginning on pages 279 and 267,
respectively of this Draft Red Herring Prospectus, our Directors are not interested in any other company, entity or
firm.
There is no conflict of interest between our Directors and the suppliers of raw materials and third-party service
providers, which are crucial for the operations of our Company. Except as stated in this DRHP, there is no conflict
of interest between our Directors and lessors of the immovable properties, which are crucial for the operations of
our Company.
Except as stated in “Financial Statements- Restated Financial Statements – Notes to Restated Financial
Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on page
252328 of this Draft Red Herring Prospectus, our Directors do not have any other interest in the business of our
Company.
Other confirmations
No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any
of our Directors to become or to help any of them qualify as a Director, or otherwise for services rendered by
them or by the firm, trust or company in which they are interested, in connection with the promotion or formation
of our Company.
Further, none of our Directors have been identified as Wilful Defaulters or Fraudulent Borrowers, as defined under
the RBI guidelines/master circulars on Wilful Defaulters and Fraudulent Borrowers.
None of our Directors has been declared a Fugitive Economic Offenders in accordance with the Fugitive
Economic Offenders Act, 2018.
No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce
him to become or to help him qualify as a Director, or otherwise for services rendered by him or by the firm, trust
or company in which he is interested, in connection with the promotion or formation of our Company.
None of the Independent Directors are in any manner connected to our Promoters, members of the Promoter
Group, other Directors and Key Managerial Personnel.
Changes to our Board in the last three years
Except as mentioned below, there have been no changes in our Directors in the last three years:
Name Designation (at the time of Date of appointment / Reason
appointment / change in change in designation /
designation / cessation) cessation
Karan Aggarwal Chairman and Managing May 20, 2025 Appointed as the Chairman and
Director Managing Director
Kalpana Gaur Independent Director April 7, 2025 Resigned as an Independent
Director
Mohit Kumar Independent Director April 7, 2025 Resigned as an Independent
Director
Vinod Aggarwal Non-Executive Director April 7, 2025 Change in designation from an
Executive Director
Vinod Aggarwal Managing Director April 7, 2025 Resigned as the Managing
Director
Parveen Kumar Goyal Independent Director April 7, 2025 Appointed as an Independent
Director
Arun Kumar Verma Independent Director April 7, 2025 Appointed as Independent
Director
Shivani Mishra Independent Director April 7, 2025 Appointed as Independent
Director
Corporate Governance
The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the requirements of the applicable requirements for corporate
governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those
pertaining to the constitution of the Board and committees thereof.
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board committees:
253(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee; and
(d) Corporate Social Responsibility Committee.
For purposes of the Issue, our Board has also constituted an IPO Committee on April 5, 2025.
Details of each of these committees are as follows:
a) Audit Committee
The Audit Committee was constituted by a resolution of our Board of Directors passed in their meeting held on
April 10, 2007 and was last re-constituted by the Board of Directors in their meeting held on May 28, 2025. It is
in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The
current constitution of the Audit committee is as follows:
Name of the Director Designation in the committee Nature of Directorship
Arun Kumar Verma Chairperson Independent Director
Shivani Mishra Member Independent Director
Karan Aggarwal Member Chairman and Managing Director
A. Powers of the Audit Committee
The Audit Committee shall have powers, including the following:
(1) to investigate any activity within its terms of reference;
(2) to seek information from any employee;
(3) to obtain outside legal or other professional advice;
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
(5) such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
B. Role of the Audit Committee
(1) oversight of financial reporting process and the disclosure of financial information relating to BLS Polymers
Limited (the “Company”) to ensure that the financial statements are correct, sufficient and credible;
(2) recommendation for appointment, re-appointment, replacement, remuneration and terms of appointment of
auditors of the Company and the fixation of the audit fee;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) formulation of a policy on related party transactions, which shall include materiality of related party
transactions;
(5) reviewing, at least on a quarterly basis, the details of related party transactions entered into by the Company
pursuant to each of the omnibus approvals given;
(6) examining and 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;
254d. 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; and
g. Modified opinion(s) in the draft audit report.
(7) reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
(8) 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 utilised for purposes other than those stated
in the Issue document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board of
directors of the Company (the “Board” or “Board of Directors”) to take up steps in this matter;
(9) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(10) approval of any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company, subject to the
conditions as may be prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause2(zc)
of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act,
2013.
(11) scrutiny of inter-corporate loans and investments;
(12) valuation of undertakings or assets of the Company, wherever it is necessary;
(13) evaluation of internal financial controls and risk management systems;
(14) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
(15) 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;
(16) discussion with internal auditors of any significant findings and follow up there on;
(17) 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
(18) 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;
(19) recommending to the board of directors the appointment and removal of the external auditor, fixation of
audit fees and approval for payment for any other services;
(20) monitoring the end use of funds raised through public offers and related matters;
(21) looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
(22) reviewing the functioning of the whistle blower mechanism;
255(23) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to
report genuine concerns in appropriate and exceptional cases;
(24) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;
(25) reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding ₹ 1,000,000,000 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;
(26) To formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit
Committee from time to time;
(27) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders; and
(28) carrying out any other functions required to be carried out by the Audit Committee as contained in the
SEBI Listing Regulations, Companies Act, 2013, uniform listing agreements and/or any other applicable
law, as and when amended from time to time.”
The Audit Committee shall mandatorily review the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Management letters / letters of internal control weaknesses issued by the statutory auditors;
3. Internal audit reports relating to internal control weaknesses;
4. The appointment, removal and terms of remuneration of the chief internal auditor;
5. Statement of deviations in terms of the SEBI Listing Regulations:
a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s)where the Equity Shares are proposed to be listed in terms of the SEBI Listing
Regulations; and
b. annual statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice in terms of the SEBI Listing Regulations.
6. review the financial statements, in particular, the investments made by any unlisted subsidiary;
7. Such information as may be prescribed under the Companies Act and SEBI Listing Regulations.
The Company Secretary of our Company shall serve as the secretary of the Audit Committee.
The Audit Committee is required to meet at least four times in a financial year under Regulation 18(2)(a) of the
SEBI Listing Regulations. The quorum for a meeting of the Audit Committee shall 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
The Nomination and Remuneration Committee was constituted by a resolution of our Board of Directors passed
in their meeting held on August 10, 2015 and was last reconstituted in the meeting held on May 28, 2025. The
Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and
Regulation 19 of the SEBI Listing Regulations. The current constitution of the Nomination and Remuneration
Committee is as follows:
256Name of the Director Designation in the committee Nature of Directorship
Arun Kumar Verma Chairperson Independent Director
Parveen Kumar Aggarwal Member Independent Director
Shivani Mishra Member Independent Director
Karan Aggarwal Member Chairman and Managing Director
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the
Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations. Its terms of reference are as
follows:
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors of the Company a policy relating to the remuneration of the directors,
key managerial personnel and other employees (“Remuneration Policy”).
The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run our Company successfully
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short- and long-term performance objectives appropriate
to the working of the Company and its goals.
(2) For every appointment of an independent director, evaluating the balance of skills, knowledge and experience
on the Board and on the basis of such evaluation, preparing 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
Nomination and Remuneration 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 and
carrying out evaluation of every director’s performance (including independent director);
(6) Analysing, monitoring and reviewing various human resource and compensation matters;
(7) Deciding 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;
(8) Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;
(9) Recommending to the board, all remuneration, in whatever form, payable to senior management and other
staff, as deemed necessary;
(10) Carrying out any other functions required to be carried out by the Nomination and Remuneration Committee
as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to
time;
(11) Reviewing and approving the Company’s compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws;
257(12) Perform such functions as are required to be performed by the compensation committee under the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if
applicable;
(13) To administer the employee stock option scheme/plan approved by the Board and shareholders of the
Company in accordance with the terms of such scheme/plan (“ESOP Scheme”) including the following:
i. determining the eligibility of employees to participate under the ESOP Scheme;
ii. determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;
iii. date of grant;
iv. determining the exercise price of the option under the ESOP Scheme;
v. the conditions under which option may vest in employee and may lapse in case of termination of
employment for misconduct;
vi. the exercise period within which the employee should exercise the option and that option would lapse on
failure to exercise the option within the exercise period;
vii. the specified time period within which the employee shall exercise the vested option in the event of
termination or resignation of an employee;
viii. the right of an employee to exercise all the options vested in him at one time or at various points of time
within the exercise period;
ix. re-pricing of the options which are not exercised, whether or not they have been vested if stock option
rendered unattractive due to fall in the market price of the equity shares;
x. the grant, vest and exercise of option in case of employees who are on long leave;
xi. allow exercise of unvested options on such terms and conditions as it may deem fit;
xii. the procedure for cashless exercise of options;
xiii. forfeiture/ cancellation of options granted;
xiv. formulating and implementing the procedure for making a fair and reasonable adjustment to the number of
options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger,
sale of division and others. In this regard following shall be taken into consideration:
• the number and the price of stock option shall be adjusted in a manner such that total value of the
option to the employee remains the same after the corporate action;
• for this purpose, follow global best practices in this area including the procedures followed by the
derivative markets in India and abroad may be considered; and
• the vesting period and the life of the option shall be left unaltered as far as possible to protect the
rights of the employee who is granted such option.
(14) Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the
Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules
and regulations relating to the administration of the ESOP Scheme.
(15) Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating
to Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.
(16) Perform such other activities as may be delegated by the Board or specified/ provided under the Companies
Act, 2013 to the extent notified and effective, as amended or by the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended or by any other applicable
law or regulatory authority.
(17) To consider any other matters as may be requested by the Board; and
(18) To make available its terms of reference and review annually those terms of reference and its own effectiveness
and recommend any necessary changes to the Board.
The committee is authorised by the Board to:
258(a) investigate any activity within its terms of reference;
(b) seek any information from any employee of the Company or any associate or subsidiary, joint venture
Company in order to perform its duties and all employees are directed by the Board to co-operate with any
request made by the Committee; and
(c) call any director or other employee to be present at a meeting of the Committee as and when required.
If the Committee considers it necessary so to do it is authorised to obtain appropriate external advice including
but not limited to legal and professional advice to assist it in the performance of its duties and to secure the services
of outsiders with relevant experience and expertise and to invite those persons to attend at meetings of the
Committee. The cost of obtaining any advice or services shall be paid by the Company within the limits as
authorised by the Board.
The Nomination and Remuneration Committee is required to meet at least once in a financial year under
Regulation 19(3A) of the SEBI Listing Regulations.
The quorum 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.
c) Stakeholders Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board of Directors passed in
their meeting held on May 28, 2025. The Stakeholders’ Relationship Committee is in compliance with Section
178 of the Companies Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the
Stakeholders’ Relationship Committee is as follows:
Name of the Director Designation in the Committee Nature of Directorship
Parveen Kumar Goyal Chairperson Independent Director
Shivani Mishra Member Independent Director
Karan Aggarwal Member Chairman and Managing Director
The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20 of the
SEBI Listing Regulations. Its terms of reference are as follows:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer
of shares or debentures, including non-receipt of share or debenture certificates and review of cases for
refusal of transfer/transmission of shares and debentures, non-receipt of annual report or balance sheet, non-
receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. and assisting with
quarterly reporting of such complaints;
(2) Review of measures taken for effective exercise of voting rights by shareholders;
(3) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities
(4) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the registrar and share transfer agent of the Company and to recommend measures for overall
improvement in the quality of investor services;
(5) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company;
(6) Carrying out such other functions as may be specified by the Board from time to time or specified/provided
under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority; and
(7) Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.
259The Stakeholders’ Relationship Committee is required to meet at least once in a financial year under Regulation
20(3A) of the SEBI Listing Regulations.
d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by a resolution of our Board of Directors passed
in their meeting held on September 17, 2018 and was last reconstituted in the meeting held on May 28, 2025. The
Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act and the other
provisions of the Companies Act, 2013 as amended. The current constitution of the Corporate Social
Responsibility Committee is as follows:
Name of the Director Designation in the Committee Nature of Directorship
Shivani Mishra Chairperson Independent Director
Dinesh Sharma Member Executive Director
Arun Kumar Verma Member Independent Director
The terms of reference of Corporate Social Responsibility Committee are:
(a) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013
and the rules made thereunder, as amended, monitor the implementation of the same from time to time,
and make any revisions therein as and when decided by the Board;
(b) identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
(c) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a)
and the distribution of the same to various corporate social responsibility programs undertaken by the
Company;
(d) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
(e) review and monitor the implementation of corporate social responsibility programmes and issuing
necessary directions as required for proper implementation and timely completion of corporate social
responsibility programmes;
(f) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board or as may be directed by the Board, from time to time;
(g) The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual
action plan in pursuance of its corporate social responsibility policy, which shall include the following:
(i) the list of corporate social responsibility projects or programmes that are approved to be
undertaken in areas or subjects specified in Schedule VII of the Companies Act;
(ii) the manner of execution of such projects or programmes as specified in the rules notified under
the Companies Act;
(iii) the modalities of utilisation of funds and implementation schedules for the projects or
programmes;
(iv) monitoring and reporting mechanism for the projects or programmes; and
(v) details of need and impact assessment, if any, for the projects undertaken by the Company;
(h) exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in
terms of the provisions of Section 135 of the Companies Act.
e) IPO Committee
The IPO Committee was constituted by a resolution of our Board of Directors passed in their meeting held on
260April 5, 2025. The IPO Committee is in compliance with SEBI ICDR Regulations and the relevant provisions of
the Companies Act, 2013 and the rules made thereunder. The current constitution of the IPO Committee is as
follows:
Name of the Director Designation in the Committee Nature of Directorship
Vinod Aggarwal Chairperson Non-Executive Director
Karan Aggarwal Member Chairman and Managing Director
Dinesh Sharma Member Executive Director
The terms of reference of IPO Committee are:
(a) to decide in consultation with the BRLM the actual size of the Issue and taking on record the number of
equity shares, having face value of ₹ 10 per equity share, and/or reservation on a competitive basis,
and/or any rounding off in the event of any oversubscription and/or any discount to be offered to retail
individual bidders or eligible employees participating in the Issue and all the terms and conditions of the
Issue, including without limitation timing, opening and closing dates of the Issue, price band,
allocation/allotment to eligible persons pursuant to the Issue, including any anchor investors, and to
accept any amendments, modifications, variations or alterations thereto;
(b) to review and approve the restated financial statements of the Company for the financial year(s), as may
be required for the purpose of IPO, prepared in accordance with applicable accounting standard in India,
and as restated in accordance with the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended.
(c) to appoint, instruct and enter into agreements with the BRLM, and in consultation with BRLM appoint
and enter into agreements with intermediaries, co-managers, underwriters, syndicate members, brokers,
escrow collection bankers, auditors, independent chartered accountants, refund bankers, registrar,
grading agency, monitoring agency, industry expert, legal counsels, depositories, custodians, credit
rating agencies, printers, advertising agency(ies), and any other agencies or persons (including any
successors or replacements thereof) whose appointment is required in relation to the Issue and to
negotiate and finalise the terms of their appointment, including but not limited to execution of the
mandate letters and Issue agreement with the BRLM, and the underwriting agreement with the
underwriters, and to terminate agreements or arrangements with such intermediaries;
(d) to make any alteration, addition or variation in relation to the Issue, in consultation with the BRLM or
SEBI or such other authorities as may be required, and without prejudice to the generality of the
aforesaid, deciding the exact Issue structure and the exact component of issue of Equity Shares;
(e) to finalise, settle, approve, adopt and arrange for submission of the draft red herring prospectus
(“DRHP”), the red herring prospectus (“RHP”), the Prospectus and any amendments, supplements,
notices, clarifications, reply to observations, addenda or corrigenda thereto, to appropriate government
and regulatory authorities, respective stock exchanges where the Equity Shares are proposed to be listed
(“Stock Exchanges”), the Registrar of Companies, Delhi and Haryana at Delhi (“Registrar of
Companies”), institutions or bodies;
(f) to accept and appropriate the proceeds of the Issue in accordance with applicable laws;
(g) to issue advertisements in such newspapers and other media as it may deem fit and proper, in consultation
with the relevant intermediaries appointed for the Issue in accordance with the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI
ICDR Regulations”), Companies Act, 2013, as amended and other applicable laws;
(h) to decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors,
if any, and on permitting existing shareholders to sell any Equity Shares held by them;
(i) to open separate escrow accounts as the escrow account to receive application monies from anchor
investors/underwriters in respect of the bid amounts and a bank account as the refund account for
handling refunds in relation to the Issue and in respect of which a refund, if any will be made;
261(j) to open account with the bankers to the Issue to receive application monies in relation to the Issue in
terms of Section 40(3) of the Companies Act, 2013, as amended;
(k) to do all such deeds and acts as may be required to dematerialise the Equity Shares and to sign and/or
modify, as the case may be, agreements and/or such other documents as may be required with the Central
Depository Services (India) Limited, National Securities Depository Limited (NSDL), registrar and
transfer agents and such other agencies, as may be required in this connection, with power to authorise
one or more officers of the Company to execute all or any such documents;
(l) to negotiate, finalise, sign, execute and deliver or arrange the delivery of the Issue agreement, syndicate
agreement, cash escrow and sponsor bank agreement, underwriting agreement, agreements with the
registrar to the Issue, monitoring agency and the advertising agency(ies)and all other agreements,
documents, deeds, memorandum of understanding and other instruments whatsoever with the registrar
to the Issue, monitoring agency, legal advisor, auditors, Stock Exchanges, BRLM and other agencies/
intermediaries in connection with Issue with the power to authorise one or more officers of the Company
to execute all or any of the aforesaid documents;to make any applications, seek clarifications, obtain
approvals and seek exemptions, if necessary, from the Stock Exchange, the Securities and Exchange
Board of India (“SEBI”),the Reserve Bank of India (“RBI”), Registrar of Companies and such other
statutory and governmental authorities in connection with the Issue, as required by applicable law, and
to accept, on behalf of the Board, such conditions and modifications as may be prescribed or imposed by
any of them while granting such approvals, exemptions, permissions and sanctions as may be required,
and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP,
RHP and the Prospectus;
(m) to make in-principle and final applications for listing and trading of the Equity Shares on one or more
stock exchanges, to execute and to deliver or arrange the delivery of the equity listing agreement(s) or
equivalent documentation to the Stock Exchanges and to take all such other actions as may be necessary
in connection with obtaining such listing;
(n) to determine and finalise, in consultation with the BRLM, the price band for the Issue and minimum bid
lot for the purpose of bidding, any revision to the price band and the final Issue price after bid closure,
and to finalise the basis of allocation and to allot the Equity Shares to the successful allottees and credit
Equity Shares to the demat accounts of the successful allottees in accordance with applicable laws and
undertake other matters in connection with or incidental to the Issue, including determining the anchor
investor portion, in accordance with the SEBI ICDR Regulation;
(o) to issue receipts/allotment advice/confirmation of allocation notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of the Company with such features and attributes
as may be required and to provide for the tradability and free transferability thereof as per market
practices and regulations, including listing on one or more stock exchange(s), with power to authorise
one or more officers of the Company to sign all or any of the aforementioned documents;
(p) to approve the code of conduct, suitable insider trading policy, whistle blower/vigil mechanism policy,
risk management policy and other corporate governance requirements considered necessary by the Board
or the IPO Committee or as required under applicable law;
(q) to seek, if required, the consent and waivers of the parties with whom the Company has entered into
various commercial and other agreements such as Company’s lenders, joint venture partners, all
concerned governmental and regulatory authorities in India or outside India, and any other consents that
may be required in connection with the Issue in accordance with the applicable laws;
(r) to determine the price at which the Equity Shares are offered, issued, allocated, transferred and/or allotted
to investors in the Issue in accordance with applicable regulations in consultation with the BRLM and/or
any other advisors, and determine the discount, if any, proposed to be offered to eligible categories of
investors;
(s) to settle all questions, difficulties or doubts that may arise in relation to the Issue, as it may in its absolute
discretion deem fit;
262(t) to do all acts and deeds, and execute all documents, agreements, forms, certificates, undertakings, letters
and instruments as may be necessary for the purpose of or in connection with the Issue;
(u) to authorise and approve the incurring of expenditure and payment of fees, commissions, brokerage and
remuneration in connection with the Issue;
(v) to withdraw the DRHP or RHP or to decide not to proceed with the Issue at any stage, in consultation
with the BRLM and in accordance with the SEBI ICDR Regulations and applicable laws;
(w) to submit undertaking/certificates or provide clarifications to the SEBI, Registrar of Companies and the
relevant stock exchange(s) where the Equity Shares are to be listed; and
(x) to authorise and empower officers of the Company (each, an “Authorised Officer(s)”), for and on behalf
of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as
amendments or supplements thereto that the Authorised Officer(s) consider necessary, appropriate or
advisable, in connection with the Issue, including, without limitation, engagement letter(s), memoranda
of understanding, the listing agreement(s) with the stock exchange(s), the registrar’s agreement and
memorandum of understanding, the depositories’ agreements, the Issue agreement with the BRLM (and
other entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLM and
syndicate members, the cash escrow and sponsor bank agreement, confirmation of allocation notes,
allotment advice, placement agents, registrar to the Issue, bankers to the Company, managers,
underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising
agency(ies),syndicate members, brokers, escrow collection bankers, auditors, grading agency,
monitoring agency and all such persons or agencies as may be involved in or concerned with the Issue,
if any, and to make payments to or remunerate by way of fees, commission, brokerage or the like or
reimburse expenses incurred in connection with the Issue by the BRLM and to do or cause to be done
any and all such acts or things that the Authorised Officer(s) may deem necessary, appropriate or
desirable in order to carry out the purpose and intent of the foregoing resolutions for the Issue; and any
such agreements or documents so executed and delivered and acts and things done by any such
Authorised Officer(s) shall be conclusive evidence of the authority of the Authorised Officer and the
Company in so doing.
263Management organization chart:
BLS POLYMERS LIMITED
Karan Aggarwal Dinesh Sharma Vinod Aggarwal Praveen Kumar Goyal,
(Chairman and Managing (Executive Director) (Non-Executive Director) Shivani Mishra & Arun
Director) Kumar Verma
(Independent Directors)
Arvind Kumar Agarwal
Neha Kumar Sunit
(Company Secretary and
(Chief Financial Officer)
Compliance Officer)
Joydeep Guha Anil Aggarwal Sameer Ramesh Kadam
(Vice President Operations) (Vice President - Procurement (Sales Head)
and Supply Chain
Management)
Key Managerial Personnel
In addition to the Managing Director and the Executive Director of our Company, whose details are provided in
“– Brief profiles of our Directors” on page 248, the details of our other Key Managerial Personnel as on the date
of this Draft Red Herring Prospectus are as set forth below:
Arvind Kumar Agarwal, aged 67 years, is the Chief Financial Officer of our Company. He holds a bachelor’s
degree in science with specialisation in zoology, botany and chemistry and a master’s degree in science with
specialisation in chemistry from Kanpur University. He is an associate members of the Indian Institute of Bankers.
In the past, he was associated with Punjab National Bank and holds an experience of more than 45 years in the
field of accounts and finance. He has been associated with our Company since November 15, 2017 in the capacity
of general manager - finance and was promoted to the position of Chief Financial Officer of our Company with
effect from April 7, 2025. He has not received remuneration in the said capacity during Fiscal 2025.
Neha Kumar Sunit, aged 39 years, is the Company Secretary and Compliance Officer of our Company She holds
a bachelor’s degree in commerce from University of Delhi. She is also an associate member of the Institute of
Company Secretaries of India. Previously, she was associated with her proprietorship concern under the name,
M/s. N K Sunit & Co., engaged in the business of offering secretarial advisory services. She was also associated
with Sudha Somany Ceramics Private Limited in the capacity of a company secretary. She holds an experience of
more than 10 years in secretarial and compliance matters. She has been associated with our Company since July
01, 2024, in the capacity of a manager – secretarial and was later promoted to the position of Company Secretary
and Compliance Officer of our Company with effect from May 28, 2025. She has not received remuneration in
the said capacity during Fiscal 2025.
Senior Management
264The details of our Senior Management as on the date of this Draft Red Herring Prospectus are as set forth below:
Joydeep Guha, aged 56 years, is the Vice President - Operations of our Company. He had attended University of
Calcutta to pursue bachelor degree in science. He holds a post-graduate diploma in plastics processing technology
from Central Institute of Plastics Engineering & Technology. He also holds a post-graduate diploma in operations
management from Indira Gandhi National Open University. He has completed an online certificate program on
leading with finance from Harvard Business School Online. In the past, he has been associated with Gujarat
Propack Limited, Kabra Plastics Limited and Dura-line India Private Limited and holds an experience of more
than 32 years in the field of operations management. He has been associated with our Company since May 16,
2022 and oversees the manufacturing operations of our Company. He has received a remuneration of ₹ 35.26
lakhs during Fiscal 2025.
Anil Aggarwal, aged 58 years, is the Vice President - Procurement and Supply Chain Management of our
Company. He had attended Government College, Udhampur to pursue a bachelor’s degree in commerce. In the
past, he has been associated with Pepsi India Holdings Private Limited, United Breweries Limited and with Reckitt
Benckiser (India) Limited. He has an experience of over 17 years in purchase management. He has been associated
with our Company since November 6, 2020 and oversees the procurement operations of our Company. He has
received a remuneration of ₹ 21.79 lakhs during Fiscal 2025.
Sameer Ramesh Kadam, aged 45 years, is the Sales Head of our Company. He holds a bachelor’s degree in
engineering (chemical) from University of Pune and a diploma in chemical engineering from Dr. Babasaheb
Ambedkar Technological University. He has also completed the management development program from Indian
Institute of Management, Kozhikode. In the past, he was associated with Reliance Industries Limited and
Mahindra and Mahindra Limited. He holds an experience of more than fourteen years in the field of marketing
and sales. He has been associated with our Company since July 2, 2024 and oversees the sales and marketing
operations of our Company. He has received a remuneration of ₹ 32.19 lakhs during Fiscal 2025.
Relationships among our Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel or Senior Management are related to each other.
Arrangements or understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement
or understanding with any major Shareholders, customers or suppliers of our Company, or others.
Retirement and termination benefit
Except for applicable statutory benefits, none of our Key Managerial Personnel and Senior Management would
receive any benefits on their retirement or on termination of their employment with our Company.
Changes in the Key Managerial Personnel and Senior Management in last three years
Except as mentioned below and under “-Changes to our Board in the last three years”, there have been no changes
in the Key Managerial Personnel and Senior Management in the last three years:
Name Designation Date of change Reason
Arvind Kumar Agarwal Chief Financial Officer April 7, 2025 Appointment as the Chief
Financial Officer
Neha Kumar Sunit Company Secretary and May 28, 2025 Appointment as the
Compliance Officer Company Secretary and
Compliance officer
Siddharth Aggarwal Company Secretary March 20, 2024 Resignation as Company
Secretary
Sameer Ramesh Kadam Sales Head July 2, 2024 Appointment as the Sales
Head
Service Contracts with Key Managerial Personnel and Senior Management
265Our Key Managerial Personnel and Senior Management have not entered into any service contracts with our
Company which include termination or retirement benefits. Except statutory benefits upon termination of their
employment in our Company or superannuation, none of the Key Managerial Personnel and Senior Management
are entitled to any benefit upon termination of employment or superannuation.
Status of Key Managerial Personnel and Senior Management
All our Key Managerial Personnel and Senior Management are permanent employees of our Company.
Shareholding of the Key Managerial Personnel or Senior Management
None of our other Key Managerial Personnel or Senior Management hold any Equity Shares in our Company.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which
accrued to our Key Managerial Personnel and Senior Management for Fiscal 2025, which does not form part of
their remuneration for such period.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management
Our Company does not have a profit-sharing plan for our Key Managerial Personnel and Senior Management.
Interest of Key Managerial Personnel and Senior Management
The Key Managerial Personnel and Senior Management do not have any interest in our Company other than (i)
as stated in “Financial Statements- Restated Financial Statements – Notes to Restated Financial Statements –
Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on page 328; and (ii) to
the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them in the ordinary course of business.
None of the Key Managerial Personnel or Senior Management have not been paid any consideration of any nature
from our Company on whose rolls they are employed, other than their remuneration.
Our Key Managerial Personnel and Senior Management are interested in our Company to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of
expenses incurred by them during the ordinary course of their service.
Our Key Managerial Personnel and Senior Management may also be deemed to be interested to the extent of any
dividend payable to them and other distributions in respect of Equity Shares held by them in our Company.
Attrition of Key Managerial Personnel and Senior Management vis-à-vis industry
The rate of attrition of our Key Managerial Personnel and our Senior Management is not high in comparison to
the industry in which we operate.
Payment or Benefit to Key Managerial Personnel and Senior Management of our Company (non-salary
related)
Except as disclosed in this Draft Red Herring Prospectus, no non-salary related amount or benefit has been paid
or given within the two years preceding the date of the Draft Red Herring Prospectus or is intended to be paid
or given to any officer of the Company, including our Directors, Key Managerial Personnel and Senior
Management.
Employee Stock Option Scheme
As on date of this Draft Red Herring Prospectus, our Company does not have any employee stock option plan or
purchase schemes for our employees.
266OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
Vinod Aggarwal, Sushil Aggarwal, Madhukar Aggarwal, Diwakar Aggarwal and Karan Aggarwal are the
Promoters of our Company. The details of the shareholding of the Promoters of our Company, as on date of this
Draft Red Herring Prospectus has been provided below:
S. No. Name of the Promoter Number of Equity Shares of face Percentage (%) of pre-Issue paid-
value of ₹ 10 each held up capital
1. Vinod Aggarwal 72,78,880 16.16
2. Sushil Aggarwal 63,87,780 14.19
3. Madhukar Aggarwal 46,29,030 10.28
4. Diwakar Aggarwal 72,37,139 16.07
5. Karan Aggarwal 44,82,392 9.95
Total 3,00,15,221 66.65
For details, please see “Capital Structure – Build-up of Promoters’ shareholding, Minimum Promoters’
Contribution and lock-in – Build-up of the Equity Shareholding of our Promoters in our Company” on page 96.
Details of our Promoters are as follows:
Vinod Aggarwal
Vinod Aggarwal, aged 71 years, is the Promoter and a Non-Executive Director
of our Company. He is presently residing at Kothi No. 2, Flag Staff Road, Near
I.P. College, Civil Lines, North Delhi – 110 054, Delhi, India.
For complete profile of Vinod Aggarwal, along with details of his date of birth,
educational qualifications, professional experience, position / posts held in the
past, directorships, and business and financial activities, other ventures and
special achievements, please see section titled “Our Management – Brief
biographies of Directors” on page 248 of this Draft Red Herring Prospectus.
His Permanent Account Number is AAEPA7813R.
Sushil Aggarwal
Sushil Aggarwal, aged 69 years, is one of the Promoters of our Company. He
resides at House no. 2, Flag Staff Road, Near C M House, Civil Lines, North
Delhi – 110 054, Delhi, India.
He holds a post graduate diploma in management from BLS Institute of
Management. He is associated with BLS Finvest Limited, B. L. & Sons
Limited, Fragrance Credit & Securities Private Limited, Sunil Finvest Private
Limited, V. S. Estates Private Limited, JLB Finvest Private Limited, Intime
Finance and Investment Private Limited, Govind Finvest Private Limited,
Basant India Limited and S2 Metropolitan Developers Private Limited in the
capacity of a director. He is also associated with Basant India Limited in the
capacity of a chief financial officer and with Mobi Tech LLP in the capacity
of a designated partner. He holds an experience of more than 29 years in
research and development of bio-based polymer blends, customer
management, financial planning and resource allocation. For details of
directorships held and other ventures of our Promoter, please refer to “-
Promoter Group” on page 271 of this Draft Red Herring Prospectus.
His date of birth is June 25, 1956.
His Permanent Account Number is AAEPA8215B.
Madhukar Aggarwal
267Madhukar Aggarwal, aged 64 years, is one of the Promoters of our Company.
He resides at House no. 4, Shankra Charya Marg, Civil Lines, North Delhi –
110 054, Delhi, India.
He attended Hindu College, University of Delhi to pursue bachelor’s degree
in science (chemistry). He is associated with B. L. & Sons Limited, Elephant
Systems Private Limited, Hillman Properties Private Limited, Alpha Plus
Credit and Securities Private Limited, A S P I Animagix Private Limited,
Govind Finvest Private Limited, GRB Finvest Private Limited and BLS
Ecotech Limited, in the capacity of a director. He holds an experience of more
than 29 years in various polymer processing techniques, including but not
limited to injection moulding, blow moulding and compression moulding. He
has also played a key role in process optimisation and energy efficiency. For
details of directorships held and other ventures of our Promoter, please refer
to “- Promoter Group” on page 271 of this Draft Red Herring Prospectus.
His date of birth is March 13, 1961.
His Permanent Account Number is AAEPA8218N.
Diwakar Aggarwal
Diwakar Aggarwal, aged 62 years, is one of the Promoters of our Company.
He resides at 4, Shankaracharya Marg, Civil Lines, North Delhi – 110 054,
Delhi, India.
He holds a bachelor’s degree in commerce from University of Delhi. He is
associated with B. L. & Sons Limited, BLS E-Services Limited, Goodwork
Finvest Private Limited, Trimurti Finvest Private Limited, Alpha Plus Credit
and Securities Private Limited, Sunil Finvest Private Limited, GRA Finvest
Private Limited, Wonder Rock Finance and Investment Private Limited and
BLS International Services Limited in the capacity of a director. He has over
29 years of experience in developing polymer compounds, global expansion,
vertical integration and undertaking strategic acquisitions. For details of other
ventures of our Promoter, please refer to “- Promoter Group” on page 271 of
this Draft Red Herring Prospectus.
His date of birth is February 25, 1963.
His Permanent Account Number is AAEPA7812Q.
Karan Aggarwal
Karan Aggarwal, aged 38 years, is one of the Promoters and Managing Director
of our Company. He resides at House no. 2, Flag Staff Road, Civil Lines, North
Delhi – 110 054, Delhi, India.
For complete profile of Karan Aggarwal, along with details of his date of birth,
educational qualifications, professional experience, position / posts held in the
past, directorships, and business and financial activities, other ventures and
special achievements, please see section titled “Our Management – Brief
biographies of Directors” on page 248 of this Draft Red Herring Prospectus.
His date of birth is October 8, 1986.
His Permanent Account Number is AKGPA8293D.
Our Company confirms that the permanent account numbers, bank account numbers, passport numbers, Aadhaar
card numbers and driving license numbers of our Promoters, shall be submitted to the Stock Exchanges at the
time of filing this Draft Red Herring Prospectus.
268Change in control of our Company in past five years
While, there has not been a change in the management or control of our Company in the preceding five years,
however there has been a change in the Promoters of our Company. During the Fiscal 2025, B. L. & Sons Limited
transferred its shareholding to our Promoters, Diwakar Aggarwal and Karan Aggarwal. The details of the transfer
have been provided below:
Name of the Name of the Date of Number of Equity Shares Terms of Consideration
Transferor Transferee Acquisition of face value of ₹10 each Acquisition paid (in ₹)
transferred
B. L. & Sons Diwakar January 1, 5,76,100 N.A. 70
Limited Aggarwal 2025
Karan January 10, 9,55,734 N.A. 70
Aggarwal 2025
Interests of Promoters
(a) Our Promoters are interested in our Company to the extent (i) that they have promoted our Company; (ii) their
shareholding in our Company; (iii) the dividends payable thereon; and (iv) any other distributions in respect
of their shareholding in our Company. For further details, see “Summary of Issue Document – Aggregate pre-
Issue Shareholding of our Promoters and the members of our Promoter Group” beginning on page 26.
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) in which our Promoters are partners or designated partners or
directors; or (iii) which are controlled by our Promoters. For further details of interest of our Promoters in our
Company, see “Financial Statements- Restated Financial Statements – Notes to Restated Financial Statements
– Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on page 328.
(b) Further, Vinod Aggarwal and Karan Aggarwal are interested in our Company in the capacity a Non-Executive
Director and Managing Director, respectively, and may be deemed to be interested to the extent of
remuneration payable to them and the reimbursement of expenses incurred by them in the said capacity. For
further details, see “Our Management” on page 246. Further, in the past, Vinod Aggarwal had offered advisory
services to our Company and had also entered into a professional services agreement dated April 1, 2023 with
us outlining the terms for offering such services. In the past, some of the relatives of our Promoters, also
offered advisory services to our Company and have received professional fee for such services. For details of
the payments made to our Promoters and their relatives, please see “Financial Statements- Restated Financial
Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 - Disclosures in respect of
related parties pursuant to Ind AS 24” on page 328.
(c) Except as disclosed in “Financial Statements” and “Financial Indebtedness” on page 279 and 376, respectively
in this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group have (i) have not
extended any personal guarantees; (ii) have not provided their personal properties, for securing the repayment
of the bank loans obtained by our Company; (iii) are not co-borrowers in certain loans availed by our
Company; and (iv) have not advanced unsecured loans to our Company.
(d) Except for the interest held by out Promoters in Vinsul Makardi Limited, which is engaged in a similar line of
business as our company, our Promoters do not have any interest in any venture that is involved in activities
similar to those conducted by our Company.
(e) No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters
are interested, in cash or shares or otherwise by any person, either to induce them to become or to qualify
them, as a director or promoter or otherwise for services rendered by the Promoters, or by such firm or
company, in connection with the promotion or formation of our Company.
(f) Our Promoters may be deemed to be interested in the contracts, agreements/arrangements or any other related
party transactions entered into or to be entered into by our Company with any company which is promoted by
them or in which they are members or in which they hold directorships or any partnership firm in which they
are partners in the ordinary course of business, including for purchase/sale of goods and/or services. For further
details, please see “Related Party Transactions” on page 375.
269Interest in property, land, construction of building and supply of machinery
Except the premise which has been leased to the Company by our Promoters and disclosed below, our Promoters
have no direct or indirect interest in any property acquired by our Company, during the three years preceding the
date of this Draft Red Herring Prospectus or proposed to be acquired by our Company, or in the transactions for
acquisition of land, construction of building or supply of machinery:
Date of Agreement Lessor Address of Leasehold Tenure of the lease Lease rent per month
property (₹ in lakhs)
February 21, 2025 Diwakar Aggarwal Villa No. 187/1-C For a period of eleven 1.10
and Eterrnia Villas, Reis (11) months with
Karan Aggarwal Magos, Village Varem effect from February
Taluka, Bardez, Goa – 21, 2025
403 506 (One part of
the second floor)
February 21, 2025 Vinod Aggarwal, 604, Indra Prakash For a period of eleven 0.02
Sushil Aggarwal, Building, 21, (11) months with
Madhukar Aggarwal Barakhamba Road, effect from February
and Diwakar Aggarwal New Delhi-110 001. 21, 2025
February 21, 2025 Vinod Aggarwal, Khasra No. 544, For a period of eleven 0.02
Sushil Aggarwal, NDPL transformer, (11) months with
Madhukar Aggarwal opp. Shari Ram effect from February
and Diwakar Aggarwal Dharam Kata, 21, 2025
Burari, New Delhi -
110 084, Delhi, India.
February 21, 2025 Vinod Aggarwal, Block A-7/7, Jhilmil For a period of eleven 0.02
Sushil Aggarwal, Industrial Area, (11) months with
Madhukar Aggarwal Shahdara, East Delhi- effect from February
and Diwakar Aggarwal 110 095, Delhi, India. 21, 2025
For details of the rent and security deposit paid to our Promoters, pursuant to the aforementioned arrangements,
please refer to “Our Business- Properties” and “Financial Statements- Restated Financial Statements – Notes to
Restated Financial Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind
AS 24” on pages 232 and 328, respectively, of this Draft Red Herring Prospectus.
Payment or benefits to Promoters or Promoter Group
In the past, the members of our Promoter Group namely, Lakshmi Aggarwal, Rachna Aggarwal, Priyanka
Aggarwal and Alka Aggarwal have received professional fee for offering consultancy services to our Company.
Further, Lakshmi Aggarwal, Rachna Aggarwal and Alka Aggarwal had also entered into professional services
agreement outlining the terms of offering such services. For further details, please see “Financial Statements-
Restated Financial Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 - Disclosures
in respect of related parties pursuant to Ind AS 24” on page 328.
Certain members of our Promoter Group are interested in our Company to the extent of (i) their shareholding in
our Company; (ii) the dividends payable thereon; and (iii) any other distributions in respect of their shareholding
in our Company. For further details, see “Summary of Offer Document – Aggregate pre-Offer Shareholding of our
Promoters and the members of our Promoter Group” beginning on page 26.
Except as disclosed above and as stated in “Financial Statements- Restated Financial Statements – Notes to
Restated Financial Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind
AS 24” on page 328, there has been no payment or benefits by our Company to our Promoters or any of the
members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor
is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft
Red Herring Prospectus.
Companies or firms with which our Promoters have disassociated in the last three years
Except as disclosed below, our Promoters have not dissociated themselves from any companies or firms in the
three years preceding the date of this Draft Red Herring Prospectus:
270S. No. Name of Promoters Name of disassociating entity Date of disassociation Reason of
disassociation
1. Diwakar Aggarwal Fast Track Visa Services November 1, 2023 Entire stake of Fast
Private Limited Track Visa Services
Private Limited held by
Diwakar Aggarwal was
transferred on
November 1, 2023
2. Vinod Aggarwal Surplus Platform LLP July 15, 2025 Dissolution on account
of strike-off
Experience of the Promoters in the business of our Company
Our Promoters have adequate experience in the industry in which our Company conducts its business. For details
of experience of our Promoters in the industry in which our Company conducts its business, please see “- Our
Promoters” and “Our Management” on pages 267 and 246, respectively of this Draft Red Herring Prospectus.
Material guarantees
Except as disclosed in the chapter titled “Financial Indebtedness”, on page 376, as on the date of this Draft Red
Herring Prospectus, our Promoters have not given any material guarantee to any third party with respect to the
Equity Shares.
Conflict of Interest
Except as disclosed in “Financial Statements- Restated Financial Statements – Notes to Restated Financial
Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS 24” on page
328, there are no conflicts of interest between our Promoters or members of our Promoter Group and the suppliers
of raw materials and third-party service providers (which are crucial for the operations of our Company).
Other confirmations
Our Promoters are not Wilful Defaulters or a Fraudulent Borrowers.
Our Promoters are not Fugitive Economic Offenders.
Our Promoters and members of the Promoter Group have not been prohibited from accessing the capital markets
under any order or direction passed by SEBI.
Our Promoters are not, and have not been in the past, promoters or a director of any other company which is
prohibited from accessing or operating in capital markets under any order or direction passed by SEBI.
PROMOTER GROUP
In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company
in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of the Promoter Group
S. No. Name of member of our Promoter Group Relationship with our Promoters
Vinod Aggarwal
1. Lakshmi Aggarwal Spouse
2. Sushil Aggarwal Brother
3. Madhukar Aggarwal
4. Diwakar Aggarwal
5. Usha Gupta Sister
6. Monica Gupta
7. Gaurav Aggarwal Son
8. Sonal Rathi Daughter
9. Shaloo Shrey Aeren
271S. No. Name of member of our Promoter Group Relationship with our Promoters
10. Prem Prakash Modi Spouse’s Brother
11. Ram Prakash Modi
Sushil Aggarwal
1. Rachna Aggarwal Spouse
2. Vinod Aggarwal Brother
3. Madhukar Aggarwal
4. Diwakar Aggarwal
5. Usha Gupta Sister
6. Monica Gupta
7. Tarun Aggarwal Son
8. Karan Aggarwal
9. Akshat Aggarwal
10. Amit Mittal Spouse’s Brother
11. Sharad Mithal
Madhukar Aggarwal
1. Kavita Aggarwal Spouse
2. Vinod Aggarwal Brother
3. Sushil Aggarwal
4. Diwakar Aggarwal
5. Usha Gupta Sister
6. Monica Gupta
7. Nimit Aggarwal Son
8. Ridhima Garg Daughter
9. Vivek Kumar Goyal Spouse’s Brother
10. Amita Jain Spouse’s Sister
11. Savita Agarwal
12. Navita Gupta
13. Madhulika Gupta
Diwakar Aggarwal
1. Alka Aggarwal Spouse
2. Vinod Aggarwal Brother
3. Sushil Aggarwal
4. Madhukar Aggarwal
5. Usha Gupta Sister
6. Monica Gupta
7. Shikhar Aggarwal Son
8. Riya Aggarwal Daughter
9. Parkash Goel Spouse’s Mother
10. Neeraj Goel Spouse’s Brother
Karan Aggarwal
1. Priyanka Aggarwal Spouse
2. Sushil Aggarwal Father
3. Rachna Aggarwal Mother
4. Tarun Aggarwal Brother
5. Akshat Aggarwal
6. Ziaan Aggarwal Son
7. Amaira Aggarwal Daughter
8. Pradeep Jain Spouse’s Father
9. Abha Jain Spouse’s Mother
10. Anubhav Jain Spouse’s Brother
Bodies corporates, partnership firms, proprietorships and HUFs forming part of the Promoter Group
S. No. Name Of Entities
1. Alpha Plus Credit and Securities Private Limited
2. Aman Resorts Private Limited
3. M/s Amar Nath Gupta (Sole Proprietorship)
4. A S P I Animagix Private Limited
5. Azadpur Finvest Private Limited
6. Aciform Towers Private Limited
7. Annex Hotels Private Limited
8. Anupam Estate & Trading Private Limited
272S. No. Name Of Entities
9. B. L. & Sons Limited
10. Banmore Foam Private Limited
11. Basant India Limited
12. Bio Resurge Life Coaching Health Services Private Limited
13. BLS-Sumer Joint Venture
14. BLS E Services Limited
15. BLS E Solutions Private Limited
16. BLS Ecotech Limited
17. BLS Finvest Limited
18. BLS Infrastructure Limited
19. BLS International Services Limited
20. BLS IT Services Private Limited
21. BLS International Employees Welfare Trust
22. BLS International FZE
23. Bhagirathi Towers Private Limited
24. Bluestone Homes Private Limited
25. Brahmputra Buildcon Private Limited
26. Calcutta Cosmo Polymers (Sole Proprietorship)
27. Coronet Hotel Services and Supplies Private Limited
28. Curio Constructions Private Limited
29. Diwakar Aggarwal HUF
30. Drapes & Decors (Partnership firm)
31. Doll Development Private Limited
32. Ecoex Foundation
33. Elephant Systems Private Limited
34. Fragrance Credit & Securities Private Limited
35. Goodwork Finvest Private Limited
36. Govind Finvest Private Limited
37. GRA Finvest Private Limited
38. GRB Finvest Private Limited
39. Glorious Realcon Private Limited
40. Hawai Capital Private Limited
41. Health Glades Hospitality Private Limited
42. Hillman Properties Private Limited
43. Intime Finance & Investment Private Limited
44. JLB Finvest Private Limited
45. JU Finvest Private Limited
46. Karma Ecotech Limited
47. Kairos Textile Industries Limited
48. Diwakar Aggarwal (Sole Proprietorship)
49. Karan Aggarwal (Sole Proprietorship)
50. Madhukar Aggarwal (Sole Proprietorship)
51. Sushil Aggarwal (Sole Proprietorship)
52. M/s. Siddhant Metal (Sole Proprietorship)
53. M.R. Foods (Partnership firm)
54. Madhukar Aggarwal HUF
55. Mobi Tech LLP
56. Mondew Agri Science Private Limited
57. Midway Apartments Private Limited
58. Murari Lal Prem Prakash (Sole Proprietorship)
59. New Line Finance & Investment Private Limited
60. Nimit Aggarwal & Sons HUF
61. Oriental International Company Private Limited
62. Perfect Interiors Private Limited
63. Ratanagar Estate & Investment Private Limited
64. Reired BLS International Services Private Limited
65. Rishi Raj Realtors Private Limited
66. Riya Aggarwal And Co.
67. S P Packagings (Partnership firm)
68. S2 Metropolitan Developers Private Limited
69. SLW Media Private Limited
70. Sunil Finvest Private Limited
71. Sidh Vinayaka Development Private Limited
273S. No. Name Of Entities
72. Silverglades Holdings Private Limited
73. Style Estates Private Limited
74. Trimurti Finvest Private Limited
75. Tanya Apartments Private Limited
76. U and M Realtors Private Limited
77. V. S. Estates Private Limited
78. Vinod Aggarwal (Sole Proprietorship)
79. Vinsul Makardi Limited
80. Wazirpur Finvest Private Limited
81. Wonder Rock Finance and Investment Private Limited
82. Vinod Aggarwal HUF
83. Alka Aggarwal (Sole Proprietorship)
84. Lakshmi Aggarwal (Sole Proprietorship)
85. Priyanka Aggarwal (Sole Proprietorship)
86. BLS UK Hotel Limited
87. Rachna Aggarwal (Sole Proprietorship)
88. Tarun Aggarwal (Sole Proprietorship)
89. Abha Jain (Sole Proprietorship)
90. From My Garden (Sole Proprietorship)
91. Gaurav Aggarwal (Sole Proprietorship)
92. Mittal Steels (Sole Proprietorship)
93. R.P. Packagings (Sole Proprietorship)
94. Sushil Aggarwal HUF
274OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, pursuant to a resolution of our Board dated August 6, 2025, and the
applicable accounting standards (Accounting Standard 18 and Indian Accounting Standard 24), for the purpose of
identification of “group companies” in relation to the disclosure in Issue Documents, our Company has considered
the companies with which there have been related party transactions in the last three years, as disclosed in the
section titled “Financial Statements” on page 279 of this Draft Red Herring Prospectus.
Accordingly, pursuant to the said resolution passed by our Board of Directors and the materiality policy adopted,
for determining our Group Companies, the following companies have been identified and considered as the Group
Companies of our Company:
1. Vinsul Makardi Limited; and
2. Basant India Limited.
The details of Group Companies have been provided below:
A. Details of our Group Companies
Vinsul Makardi Limited
Registered Office address
The registered office of Vinsul Makardi Limited is situated at Khasra No. 544, Landmark Near Opp. Shri Ram
Dharam Kanta and NDPL Transformer, Burari, North Delhi – 110 084, Delhi, India.
Brief Financials
The Financial Performance of Vinsul Makardi Limited for the preceding three Fiscals is as follows:
(₹ in lakhs except per share data)
Particulars Financial Year ended Financial Year ended Financial Year ended
March 31, 2024 March 31, 2023 March 31, 2022
Reserves (Excluding 13.14 (9.76) (20.29)
Revaluation Reserve)
Sales 250.14 1173.19 181.53
Profit/(Loss) after Tax 22.90 10.52 11.89
Earnings per Share (Basic) 3.51 1.61 0.18
Earnings per Share (Diluted) 3.51 1.61 0.18
Net Asset Value 78.40 55.50 44.97
Basant India Limited
Registered Office address
The Registered Office of Basant India Limited is situated at 912, Indra Prakash, 21 Barakhamba Road, Central
Delhi, New Delhi – 110 001, Delhi, India.
Brief Financials
The Financial Performance of Basant India Limited for the preceding three Fiscals is as follows:
(₹ in lakhs except per share data)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Reserves (Excluding Revaluation (514.54) (637.39) (649.62)
Reserve)
Sales 150.78 141.01 203.16
Profit/(Loss) after Tax 122.84 12.23 16.24
Earnings per Share (Basic) 1.19 0.12 0.16
Earnings per Share (Diluted) 1.19 0.12 0.16
Net Asset Value 516.96 394.11 381.88
275Financial Performance
In accordance with the SEBI ICDR Regulations, information with respect to i) reserves (excluding revaluation
reserve); ii) sales; iii) profit after tax; iv) earnings per share; v) diluted earnings per share; and vi) net asset value
of our Group Companies, shall be hosted on their respective websites as indicated below:
S. No. Top five Group Companies Website
1. Vinsul Makardi Limited www.blspolymers.com
2. Basant India Limited https://basantindia.co.in/
B. Litigation
Other than litigation disclosed in the chapter titles “Outstanding Litigation and Material Developments” on Page
No. 382 of this Draft Red Herring Prospectus, there are no other litigation of our Group Companies which may
have material impact on our Company.
C. Common pursuits
Vinsul Makardi Limited is engaged in a similar line of business as that of our Company. As on date of this
Draft Red Herring Prospectus, our Company has not entered into non-compete agreements with Vinsul
Makardi Limited, for risks relating to the same, please see “Risk Factors- Risk Factor 47 - Our Group
Company, Vinsul Makardi Limited may have conflicts of interest as it is engaged in similar business and may
compete with us” on page 63.
D. Related business transactions within our Group Companies and significance on the financial
performance of our Company
Other than the transactions disclosed in the chapters titled “Financial Statements- Restated Financial
Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 - Disclosures in respect of
related parties pursuant to Ind AS 24” on page 328 of this Draft Red Herring Prospectus, there are no other
related business transactions between our Group Companies and our Company.
E. Business Interest
Except (i) as disclosed in the section “Financial Statements- Restated Financial Statements – Notes to Restated
Financial Statements – Annexure VI – Note 38 - Disclosures in respect of related parties pursuant to Ind AS
24” on page 328; and (ii) interest held by our Promoter, Sushil Aggarwal and our Chief Financial Officer,
Arvind Kumar Agarwal by virtue of their directorships in Basant India Limited; (iii) interest held by our
Promoters, Vinod Aggarwal, Sushil Aggarwal, Madhukar Aggarwal and Diwakar Aggarwal by virtue of their
shareholding in Vinsul Makardi Limited; and (iv) interest held by our Promoters, Vinod Aggarwal and
Madhukar Aggarwal by virtue of their shareholding in Basant India Limited, our Group Companies do not
have or propose to have any business interest in our Company.
F. Nature and extent of interest of our Group Companies
a) In the promotion of our Company
Our Group Companies do not have any interest in the promotion of our Company.
b) In the properties acquired by us in the preceding three years before filing this Draft Red Herring Prospectus
or proposed to be acquired by our Company
Our Group Companies are not interested in any property acquired by our Company in the three years preceding
the filing of this Draft Red Herring Prospectus or proposed to be acquired by our Company.
c) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies are not interested in any transaction with our Company for the acquisition of land,
construction of building or supply of machinery, etc.
276Utilisation of Issue Proceeds
There are no material existing or anticipated transactions in relation to utilisation of the Issue Proceeds with our
Group Companies.
Other Confirmations
The equity shares of Basant India Limited are listed on Metropolitan Stock Exchange of India Limited. Except as
stated above, none of the equity shares of our Group Companies are listed on any stock exchange. Our Group
Companies have not made any capital issues (public, rights or composite issue as defined under the SEBI ICDR
Regulations) of securities in the three years preceding the date of this Draft Red Herring Prospectus.
For further details, please see the section “Other Regulatory and Statutory Disclosures- Particulars regarding
capital issues by our Company and listed group companies, subsidiaries or associate entity during the last three
years” beginning on page 401.
There are no material existing or anticipated transactions in relation to the utilisation of the Issue Proceeds or
project cost with our Group Companies.
Except as disclosed in “Risk Factor - Risk Factor 13 - We procure a small portion of our raw materials from
Vinsul Makardi Limited, one of our Group Companies and Promoter Group entities. We also sell some of our
products to them, in the ordinary course of business” in the chapter titled “Risk Factors” and “Financial
Statements- Restated Financial Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 -
Disclosures in respect of related parties pursuant to Ind AS 24” on pages 43 and 328, respectively, 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 Group Companies and its directors.
There is no conflict of interest between the lessor of the immovable properties, (crucial for operations of our
Company) and our Group Companies and its directors.
277DIVIDEND POLICY
The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, in accordance with provisions of our Articles of Association
and applicable law, including the Companies Act (together with applicable rules issued thereunder).
As on the date of this Draft Red Herring Prospectus, our Company has adopted a formal dividend policy in the
Board meeting held on April 5, 2025.In terms of the Dividend Policy, our Board will consider various external
and internal factors including financial parameters before declaring or recommending dividend to Shareholders,
including, amongst others, the operating cash flow of our Company, the profit after tax earned during the year,
the earnings per share, and our working capital requirements. Further, our Board will consider external factors,
such as industry outlook and economic environment, global conditions statutory provisions and guidelines, and
dividend pay-out ratios of companies in the same industry, before declaring dividends. For details in relation to
the risks involved in this regard, see “Risk Factors – Risk Factor 66 - Our ability to pay dividends in the future
may be affected by any material adverse effect on our future earnings, financial condition or cash flows” on page
71. In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive
covenants under loan or financing arrangements our Company is currently availing of or may enter into to finance
our fund requirements for our business activities. For details, see the section entitled “Financial Indebtedness” on
page 376. The Company has not declared and paid any dividends on the Equity Shares during any of the three
Financial Years preceding the filing of this Draft Red Herring Prospectus and until the filing of this Draft Red
Herring Prospectus.
278SECTION VII – FINANCIAL STATEMENTS
RESTATED FINANCIAL STATEMENTS
[This page is intentionally left blank]
279INDEPENDENT AUDITOR’S EXAMINATION REPORT ON THE RESTATED FINANCIAL INFORMATION
To
The Board of Directors
BLS Polymers Limited
604 Indra Prakash Building,
21 Barakhamba Road,
New Delhi - 110001
Dear Sirs,
1. We Nangia & Co. LLP, Chartered Accountants have examined the attached Restated Financial
Information of BLS Polymers Limited (the “Company” or the “Issuer”), which comprise of Restated
Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024, and March 31, 2023,
the Restated Statement of Profit and Loss (including Other Comprehensive Income), Restated
Statement of Changes in Equity and Restated Statement of Cash Flows for the years ended March
31, 2025, March 31, 2024 and March 31, 2023, the Summary statement of Significant Accounting
Policies and other explanatory information (collectively, the “Restated Financial Information”) as
approved by the Board of Directors of the Company at their meeting held on July 31, 2025 for the
purpose of inclusion in the Draft Red Herring Prospectus(“DRHP”) to be prepared by the Company
in connection with its proposed Initial Public Offer of equity shares (“IPO”) and prepared in terms
of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013(the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute
of Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance
Note”).
2. The Company’s Board of Directors is responsible for the preparation of the Restated Financial
Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange
Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited where the equity
shares of the Company are proposed to be listed (“Stock Exchanges”) and the Registrar of
Companies, Delhi, situated at Delhi (“ROC”), in connection with the proposed IPO. The Restated
Financial Information have been prepared by the management of the Company on the basis of
preparation stated in note 2.1 to the Restated Financial Information. The Board of directors of the
Company are responsible for designing, implementing and maintaining adequate internal control
relevant to the preparation and presentation of the Restated Financial Information. The Board of
directors of the Company are also responsible for identifying and ensuring that the company
complies with the Act, the ICDR Regulations and the Guidance Note.
Registered office: 2nd Floor, B-27 Soami Nagar, New Delhi-110017 Delhi 110017
Corporate Office: 001-005, Emaar Digital Greens Tower - A 10th Floor, Golf Course Extension Road, Sector 61,
Gurugram - 122102
Ph.: +91 124 4301 551, email: info@nangia.com, website: www.nangia.com
LLP Registration NO. AAJ-1379| (registered with limited liability)
Noida - New Delhi - Gurugram - Mumbai - Bengaluru - Chennai - Pune - Dehradun
2803. We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance
with our engagement letter dated December 18, 2024 in connection with the proposed IPO
of equity shares of the Company;
b) The Guidance Note which requires that we comply with the ethical requirements of the Code
of Ethics issued by the ICAI.
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification
of evidence supporting the Restated Financial Information.
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.
4. These Restated Financial Information have been compiled by the management from:
a) Audited financial statements of the company as at and for the year ended March 31, 2025
prepared in accordance with Indian Accounting Standards (referred to as “Ind AS”) as
prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards)
Rules 2015, as amended, and other accounting principles generally accepted in India, which
have been approved by the Board of Directors at their meeting held on May 28, 2025.
b) Audited financial statements of the company as at and for the years ended March 31, 2024,
and March 31, 2023 prepared in accordance with the Accounting Standards as prescribed
under Section 133 of the Act read with Companies (Accounts) Rules 2014, as amended, and
other accounting principles generally accepted in India, which have been approved by the
Board of Directors at their meetings held on September 23, 2024, and September 27, 2023
respectively.
5. For the purpose of our examination, we have relied on:
a) Auditor’s report issued by us dated May 28, 2025 on the audited financial statements of the
company as at and for the year ended March 31, 2025 as referred in Paragraph 4 (a) above.
The auditor’s report on the financial statements of the company as at and for the year ended
March 31, 2025 included the following emphasis of matter paragraph (as referred in Annexure
VII of the Restated Financial Information).
b) Auditor’s report issued by us dated September 23, 2024, and September 27, 2023 on the
financial statements of the company as at and for the year ended March 31, 2024, and March
31, 2023 respectively, as referred in Paragraph 4 (b) above. The auditor’s report on the
financial statements of the company as at and for the year ended March 31, 2024 and March
31, 2023 included the following emphasis of matter paragraph (as referred in Annexure VII of
the Restated Financial Information):
Registered office: 2nd Floor, B-27 Soami Nagar, New Delhi-110017 Delhi 110017
Corporate Office: 001-005, Emaar Digital Greens Tower - A 10th Floor, Golf Course Extension Road, Sector 61,
Gurugram - 122102
Ph.: +91 124 4301 551, email: info@nangia.com, website: www.nangia.com
LLP Registration NO. AAJ-1379| (registered with limited liability)
Noida - New Delhi - Gurugram - Mumbai - Bengaluru - Chennai - Pune - Dehradun
281Emphasis of matter for the year ended March 31, 2025
We draw attention to Note 44 of the Ind AS financial statements, wherein it has been
stated that Trade Receivables as at March 31, 2025 include foreign currency receivables
amounting to INR 35.23 Lacs (March 31, 2024: 50.53 lacs and April 01, 2023: 17.94 Lacs)
which is outstanding for more than nine months from the date of transaction. While such
transactions are not in compliance with Foreign Exchange Management Act (FEMA) 1999,
management has submitted the necessary approval requests to the authorized dealer/
RBI to get an extension for these receivables and undertake these realizations at the
earliest post the approvals and no adjustments are required in the Ind AS financial
statements in this regard.
Our opinion is not modified in respect of this matter.
Emphasis of matter for the year ended March 31, 2024:
We draw attention to Note 31 of the financial statements wherein it is stated that Trade
receivables as on March 31, 2024 includes INR 91.71 Lacs (March 31, 2023: 238.14 Lacs)
which are delayed and management is taking steps for this recovery. In the opinion of
management, these debts are recoverable and the same have been classified as good and
adequate provision has been considered wherever required. We have relied on the
management assessment in this regard.
We draw attention to Note 43 of the financial statements, wherein it has been stated that
Trade Receivables as at March 31, 2024 include foreign currency receivables amounting
to Rs. 40.35 Lacs (March 31, 2023: 17.94 Lacs) which is outstanding for more than nine
months from the date of transaction. While such transactions are not in compliance with
Foreign Exchange Management Act (FEMA) 1999, management has confirmed that they
are in process of submitting the necessary approval requests to the authorized dealer to
get an extension for these receivables and undertake these realizations at the earliest
post the approvals and no adjustments are required in the financial statements in this
regard.
Our opinion is not modified in respect of above matters.
Emphasis of matter for the year ended March 31, 2023:
We draw attention to Note 31 of the financial statements wherein it is stated that Trade
receivables as on March 31, 2023 includes INR 238.14 Lacs (March 31, 2022: 223.40 Lacs)
which are delayed and management is taking steps for this recovery. In the opinion of
management, these debts are recoverable and the same have been classified as good and
adequate provision has been considered wherever required. We have relied on the
management assessment in this regard.
Our opinion is not modified in respect of above matters.
Registered office: 2nd Floor, B-27 Soami Nagar, New Delhi-110017 Delhi 110017
Corporate Office: 001-005, Emaar Digital Greens Tower - A 10th Floor, Golf Course Extension Road, Sector 61,
Gurugram - 122102
Ph.: +91 124 4301 551, email: info@nangia.com, website: www.nangia.com
LLP Registration NO. AAJ-1379| (registered with limited liability)
Noida - New Delhi - Gurugram - Mumbai - Bengaluru - Chennai - Pune - Dehradun
2826. Based on our examination and according to the information and explanations given to us, we
report that the Restated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial years ended
March 31, 2024, and March 31, 2023 to reflect the same accounting treatment as per the
accounting policies and grouping/classifications followed as at and for the year ended March
31, 2025.
b) does not contain any qualifications requiring adjustments. Moreover, those unfavourable
remarks, qualifications or adverse remarks in the Companies (Auditor’s Report) Order, 2020
issued by the Central Government of India in terms of sub section (11) of section 143 of the
Act and certain instances with respect to feature of recording audit trail (edit log) facility for
certain accounting software, pursuant to the requirements of Rule 11(g) of Companies (Audit
and Auditors) Rules, 2014 for the year ended March 31, 2025, March 31, 2024 and March 31,
2023 which do not require any corrective adjustments in the Restated Financial Information
have been disclosed in Annexure VII to the Restated Financial Information; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. 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 express no opinion on the financial position,
results of operations, cash flows and statement of changes in equity of the company as of any
date or for any period subsequent to March 31, 2025.
8. The Restated Financial Information except for restatement of Basic and Diluted EPS on account
of bonus issue subsequent to the financial year ended March 31, 2025, pursuant to the approval
of shareholders granted in the extra-ordinary general meeting held on April 07, 2025, wherein the
Company issued and allotted fully paid-up "bonus shares" at par in the proportion of 369 new
equity shares of INR 10 each for every 100 existing fully paid-up equity share of INR 10 each held
as on the record date of March 12, 2025, do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the audited financial statements mentioned
in paragraph 4 above.
9. This report should not in any way be construed as a reissuance or re-dating of any of the previous
audit reports issued by us, nor should this report be construed as a new opinion on any of the
financial statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
Registered office: 2nd Floor, B-27 Soami Nagar, New Delhi-110017 Delhi 110017
Corporate Office: 001-005, Emaar Digital Greens Tower - A 10th Floor, Golf Course Extension Road, Sector 61,
Gurugram - 122102
Ph.: +91 124 4301 551, email: info@nangia.com, website: www.nangia.com
LLP Registration NO. AAJ-1379| (registered with limited liability)
Noida - New Delhi - Gurugram - Mumbai - Bengaluru - Chennai - Pune - Dehradun
28311. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed
with SEBI, BSE Limited and National Stock Exchange of India Limited and Registrar of Companies,
Delhi, situated at Delhi in connection with the proposed IPO. Our report should not be used,
referred to or distributed for any other purpose except with our prior consent in writing.
Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or
to any other person to whom this report is shown or into whose hands it may come without our
prior consent in writing.
For Nangia & Co. LLP
Chartered Accountants
ICAI FRN 002391C/N500069
Prateek Agrawal
Partner
Membership # 402826
Signed at Gurugram on July 31, 2025
UDIN: 25402826BMJBFP2466
Registered office: 2nd Floor, B-27 Soami Nagar, New Delhi-110017 Delhi 110017
Corporate Office: 001-005, Emaar Digital Greens Tower - A 10th Floor, Golf Course Extension Road, Sector 61,
Gurugram - 122102
Ph.: +91 124 4301 551, email: info@nangia.com, website: www.nangia.com
LLP Registration NO. AAJ-1379| (registered with limited liability)
Noida - New Delhi - Gurugram - Mumbai - Bengaluru - Chennai - Pune - Dehradun
284BLS POLYMERS LIMITED
ANNEXURE I - RESTATED STATEMENT OF ASSETS AND LIABILITIES
CIN : U24111DL1991PLC042745
(Amount in INR Lacs)
As At As At As At
Notes
March 31, 2025 March 31, 2024 March 31, 2023
ASSETS
Non-current assets
(a) Property, Plant and Equipment 3.1 1,759.36 1,824.35 1,731.05
(b) Right of use assets 3.2 2 27.62 2 97.76 1 45.34
(c) Other Intangible assets 3.2 - 1.96 2.49
(d) Financial Assets
(i) Other financial assets 4 3 0.98 2 7.33 7.20
(e) Other non current assets 5 1 61.38 1 3.61 1 7.20
2,179.34 2,165.01 1,903.28
Current assets
(a) Inventories 6 5,462.31 6,243.56 6,459.13
(b) Financial Assets
(i) Trade receivables 7 7,372.84 6,269.01 6,184.57
(ii) Cash and cash equivalents 8 1.17 1.99 3 2.82
(iii) Bank Balance other than cash and cash equivalents 9 1 70.85 2 53.36 3 44.74
(iv) Other Financial assets 4 1,257.96 3 33.09 1 16.36
(c) Other current assets 10 1,469.69 1,582.93 1,085.54
1 5,734.82 1 4,683.94 1 4,223.16
Total Assets 1 7,914.16 1 6,848.95 1 6,126.44
Equity & Liabilities
Equity
(a) Equity Share Capital 11 9 60.17 9 60.17 9 60.17
(b) Other Equity 12 5,834.02 3,722.55 2,965.58
6,794.19 4,682.72 3,925.75
Liability
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 13 6 6.38 3 00.36 5 04.70
(ia) Lease Liability 14 4 7.22 1 20.47 1 1.72
(b) Provisions 15 4 9.69 5 4.81 4 6.00
(c) Deferred tax liabilities (net) 16 4 3.20 1 8.77 1 2.54
2 06.49 4 94.41 5 74.96
Current liabilities
(a) Financial Liabilities
(i) Borrowings 13 7,325.85 9,076.33 8,455.27
(ia) Lease Liability 14 9 2.87 8 3.77 7 2.01
(ii) Trade payables 17
a) Total outstanding dues of micro enterprises and small enterprises 1 03.36 1 47.77 2 66.31
b) Total outstanding dues of creditor other than micro enterprises
and small enterprises 2,643.26 1,849.79 2,362.72
(iii) Other Financial Liability 18 9 3.85 1 56.04 9 8.74
(b) Other Current liability 19 3 20.31 1 94.30 1 99.74
(c) Provisions 15 3 33.98 1 63.82 1 70.94
1 0,913.48 1 1,671.82 1 1,625.73
Total Equity & Liability 1 7,914.16 1 6,848.95 1 6,126.44
Material accounting policies 2
The accompanying notes 1-50 form integral part of these financial statements.
As per our report of even date attached
For Nangia & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants BLS Polymers Limited
Firm's registration number : 002391C/N500069
Prateek Agrawal Vinod Aggarwal Karan Aggarwal
Partner Director Managing Director
Membership number : 402826 DIN-00135390 DIN-02030873
Place : Gurugram Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025 Date : July 31, 2025
Arvind Kumar Agarwal Neha Kumar Sunit
Chief Financial Officer Company Secretary
Membership no. - A28210
Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025
285BLS POLYMERS LIMITED
ANNEXURE II - RESTATED STATEMENT OF PROFIT AND LOSS
CIN : U24111DL1991PLC042745
(Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Notes
March 31, 2025 March 31, 2024 March 31, 2023
INCOME
I Revenue From Operations (Net) 20 32,843.59 29,635.83 31,461.61
II Other Income 21 826.23 514.61 215.94
III Total Income (I + II) 33,669.82 30,150.44 31,677.55
IV EXPENSES
Cost of materials consumed 22 18,932.07 20,993.87 23,238.81
Purchase of traded goods 23 7,660.13 4,097.38 4,163.18
(Increase)/ decrease in inventories of finished goods, stock-in-transit, 24 ( 38.52) ( 226.70) ( 647.86)
work-in-progress & traded goods
Employee benefit expenses 25 714.79 723.63 706.67
Depreciation and amortization expenses 3 307.46 270.82 243.84
Finance costs 26 868.37 915.23 727.44
Other expenses 27 2,398.47 2,406.88 2,369.95
Total Expenses (IV) 30,842.77 29,181.11 30,802.03
V Profit before tax (III-IV) 2,827.05 969.33 875.52
VI Tax expense
- Current tax 686.10 203.94 238.25
- Deferred tax charge/(credit) 2 5.25 4 .39 1 0.40
- Tax in respect of earlier years 2 .10 8 .80 1 .89
Total tax expense 713.45 217.13 250.54
VII Profit for the year (V-VI) 2,113.60 752.20 624.98
VIII Other comprehensive income/(expenses)
(i) Items that will not to be reclassified to profit or loss in subsequent periods
Remeasu r e m Reen-mts eoafs tuhree mdeefnint egda ibne/n (elofsits )p olann sdefined benefit plans ( 2.96) 6 .61 2 .73
Income tax effect 0.83 ( 1.84) ( 0.76)
(ii) Items that will be reclassified to profit or loss in subsequent periods - - -
IX Total Comprehensive Income for the year (VII + VIII) 2,111.47 756.97 626.95
X Earnings per equity share (Face Value of INR 10 each): 28
(1) Basic (in `INR) 4 .69 1 .67 1 .39
(2) Diluted (in `INR) 4 .69 1 .67 1 .39
Material accounting policies
The accompanying notes 1-50 form integral part of these financial statements.
As per our report of even date attached
For Nangia & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants BLS Polymers Limited
Firm's registration number : 002391C/N500069
Prateek Agrawal Vinod Aggarwal Karan Aggarwal
Partner Director Managing Director
Membership number : 402826 DIN-00135390 DIN-02030873
Place : Gurugram Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025 Date : July 31, 2025
Arvind Kumar Agarwal Neha Kumar Sunit
Chief Financial Officer Company Secretary
Membership no. - A28210
Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025
286BLS POLYMERS LIMITED
ANNEXURE III - RESTATED STATEMENT OF CHANGES IN EQUITY
CIN : U24111DL1991PLC042745
(Amount in INR Lacs)
A Equity Share capital Total
Balance as at April 1, 2022 9 60.17
Change in share capital -
Balance as at March 31, 2023 9 60.17
Change in share capital -
Balance as at March 31, 2024 960.17
Change in share capital -
Balance as at March 31, 2025 960.17
B Other Equity
Reserve & Surplus Other comprehensive income
Particulars General Reserve Retained Earning Remeasurement of net Total
(Note 12) (Note 12) defined benefit liability
Balance as on April 1, 2022 1,399.76 938.87 - 2 ,338.63
Profit for the year - 624.98 - 624.98
Re-measurement gains/ (losses) on - 1.97 1.97
-
defined benefit plans (net)
Total 1,399.76 1 ,563.85 1.97 2 ,965.58
Balance as on April 1, 2023 1,399.76 1 ,563.85 1.97 2 ,965.58
Profit for the year - 752.20 - 752.20
Re-measurement gains/ (losses) on - - 4.77 4.77
defined benefit plans (net)
Total 1,399.76 2 ,316.05 6.74 3 ,722.55
Balance as on March 31, 2024 1,399.76 2 ,316.05 6.74 3 ,722.55
Profit for the year - 2 ,113.60 - 2 ,113.60
Re-measurement gains/ (losses) on - - (2.13) (2.13)
defined benefit plans (net)
As on March 31, 2025 1,399.76 4 ,429.65 4.61 5 ,834.02
Nature and purpose of reserves:
General Reserve
Thegeneralreserveisusedfromtimetotimetotransferprofitsfromretainedearningsforappropriationpurposes.Asthegeneralreserveis
createdbyatransferfromonecomponentofequitytoanotherandisnotanitemofothercomprehensiveincome,itemsincludedinthe
general reserve will not be reclassified subsequently to profit or loss.
Other comprehensive income
Other items of other comprehensive income consist of re-measurement of net defined benefit liability
Significant accounting policies
The accompanying notes 1-50 form integral part of these financial statements.
As per our report of even date attached
For Nangia & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants BLS Polymers Limited
Firm's registration number : 002391C/N500069
Prateek Agrawal Vinod Aggarwal Karan Aggarwal
Partner Director Managing Director
Membership number : 402826 DIN-00135390 DIN-02030873
Place : Gurugram Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025 Date : July 31, 2025
Arvind Kumar Agarwal Neha Kumar Sunit
Chief Financial Officer Company Secretary
Membership no. - A28210
Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025
287BLS POLYMERS LIMITED
ANNEXURE IV - RESTATED STATEMENT OF CASH FLOWS
CIN : U24111DL1991PLC042745 (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
A CASH FLOW FROM OPERATING ACTIVITIES:
Profit / (Loss) before tax 2 ,827.05 9 69.33 875.52
Adjustments to reconcile profit before tax to net cash flows:
Finance Cost (including interest on lease liability) 831.80 8 64.76 672.95
Depreciation and amortisation expenses 307.46 2 70.82 243.84
Profit on Sale of property, plant and equipment (11.90) (1.32) ( 8.25)
Liabilities & provisions no longer required written back (414.39) ( 279.80) (78.51)
Loss of Inventory by burglary 24.60 - -
Non Operating (income)- interest received (252.03) ( 145.01) (126.04)
Bad debts 2.58 27.98 37.19
Provision for Doubtful debts - - 35.72
Provision for Doubtful advances 5.15 - 17.17
Inventory written down 35.00 - -
Provision for Margin on Finished Goods in Transit 18.00 - -
Financial guarantee income (9.00) - -
Foreign exchange fluctuation - unrealised 10.15 1.35 -
Operating profit before working capital changes 3 ,374.47 1,708.11 1 ,669.59
(Increase) / decrease in inventories 728.25 215.57 ( 1,785.81)
(Increase) / decrease in trade receivable ( 1,106.41) ( 112.42) (328.11)
(Increase) / decrease in other financial assets (954.05) ( 214.12) (68.35)
Increase / (decrease) in other financial liabilities 4 .77 (1.44) 3.12
(Increase) / decrease in other current assets 117.09 ( 497.39) (411.07)
(Increase)/decrease in other non current assets (27.80) 3.59 ( 2.97)
Increase / (decrease) in trade payable 749.06 ( 623.67) 232.32
Increase / (decrease) in other current liabilities & provisions 128.46 8.09 1 9.46
Net cash generated from/ (used in) operations 3 ,013.84 4 86.32 (671.82)
Direct taxes paid (528.58) ( 217.97) (219.74)
Net cash flow from/(used in) operating activities (A) 2 ,485.26 2 68.35 (891.56)
B CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (including capital (274.73) ( 285.45) (404.22)
advances)
Proceeds from sale of property, plant and equipment 25.35 1.58 1 1.44
Deposits in term deposits (Net) 79.40 88.84 (164.33)
(Increase)/decrease in other non current financial assets (0.94) (22.43) 1 3.02
Interest received 256.60 142.35 126.38
Net cash generated from/ (used in) investing activities (B) 85.68 ( 75.11) (417.71)
C CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds/ (Repayment) from/ (of) borrowings Short Term (Net) ( 1,346.24) 8 91.71 2,092.81
Repayment of long term borrowings (233.98) ( 233.99) (234.86)
Proceeds from long term borrowings - 29.65 9 9.00
Repayment of Lease Liability (107.35) ( 117.13) (74.55)
Interest paid (884.19) ( 794.31) (649.39)
Net cash generated from/ (used in) financing activities (C) (2,571.76) ( 224.07) 1,233.01
Net increase / (decrease) in cash and cash equivalents (0.82) ( 30.83) (76.26)
Cash and bank balances as at beginning of the year 1.99 32.82 109.08
Cash and bank balances as at end of the year 1.17 1.99 32.82
288BLS POLYMERS LIMITED
ANNEXURE IV - RESTATED STATEMENT OF CASH FLOWS
CIN : U24111DL1991PLC042745 (Amount in INR Lacs)
Components of Cash and Cash Equivalents (Refer note 8)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Balances with banks
a) On current accounts 0.67 1.00 31.92
b) Deposits with original maturity upto 3 months - - -
Cash in hand 0.50 0.99 0 .90
Total 1.17 1.99 32.82
As per our report of even date attached For and on behalf of the Board of Directors of
For Nangia & Co. LLP BLS Polymers Limited
Chartered Accountants
Firm's registration number : 002391C/N500069
Prateek Agrawal Vinod Aggarwal Karan Aggarwal
Partner Director Managing Director
Membership number : 402826 DIN-00135390 DIN-02030873
Place : Gurugram Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025 Date : July 31, 2025
Arvind Kumar Agarwal Neha Kumar Sunit
Chief Financial Officer Company Secretary
Membership no. - A28210
Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025
289BLS POLYMERS LIMITED
ANNEXURE V - MATERIAL ACCOUNTING POLICIES TO RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
1 Corporate information
BLSPolymersLimited,acompanydomiciledinIndiaandincorporatedonJanuary16,1991undertheprovisionsofCompaniesAct,2013
having its Registered Office at 604, Indra Prakash, 21, Barakhamba Road, New Delhi-110001, is engaged in compounding of
PolyethyleneandPVCcompounds. Thecompanyisalsoengagedinthe Tradingofpolymers.FurtherthecompanyoperatesasaDel
Credere Associate (DCA) cum Consignment Stockist ( CS) of Indian Oil Corporation Limited (IOCL) for the Polymer Business.
The Restatedfinancialinformation compriseof financialinformationofBLS PolymersLimited(‘theCompany) forthe yearsended
March 31, 2025, March 31, 2024 and March 31, 2023.
2 MATERIAL ACCOUNTING POLICIES
2.1 Statement of Compliance with Ind AS and Basis of preparation
TheRestatedStatementofAssetsandLiabilitiesoftheCompanyasatMarch31,2025,March31,2024andMarch31,2023andthe
RestatedStatementofProfitandLoss(includingothercomprehensiveincome),theRestatedStatementofChangesinEquityandthe
RestatedStatementofCashFlowsfortheyearsendedMarch31,2025,March31,2024andMarch31,2023thesummaryofstatement
of significant accounting policies and other explanatory information are collectively referred as "Restated Financial Information".
These "Restated Financial Information" are approved for issue by the Board of Directors at their meeting held on July 31, 2025.
The Restated Financial Information, have been prepared in accordance with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b)TheSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018,asamended(ICDR
Regulations); and
c)TheGuidanceNoteonReportsinCompanyProspectuses(Revised2019)issuedbytheInstituteofCharteredAccountantsofIndia
("ICAI") as amended from time to time, (the "Guidance Note").
TheRestatedFinancialInformationhasbeencompiledbytheCompanyfromtheauditedfinancialstatementfortheyearendedMarch
31,2025preparedinaccordancewithIndianAccountingStandardsnotifiedunderSection133oftheCompaniesAct2013,readwith
Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other accounting principles generally
acceptedinIndia(referredtoas“IndAS”)whichhavebeenapprovedbytheBoardofDirectorsattheirmeetingheldonMay28,2025
andfortheyearsended March31,2024andMarch31,2023fromtheAuditedFinancialStatementsoftheCompanypreparedin
accordancewithAccountingStandardsnotifiedunderSection133oftheCompaniesAct2013,readwithCompanies(Accounts)Rules,
2014asamendedfromtimetotimeandotheraccountingprinciplesgenerallyacceptedinIndia,andhavebeenapprovedbytheBoard
ofDirectorsattheirmeetingsheldonSeptember23,2024andSeptember27,2023respectivelyandhavebeencompiledbasedonICDR
regulation.
The Restated Financial Information have been extracted by the Management from the Audited Financial Statements and:
a) there were no audit qualifications on these financial statements;
b)therewerenochangesinaccountingpoliciesduringtheyearsofthesefinancialstatementsexceptduetotransitionofAccounting
Standards as mentioned in (d) below;
c)materialamountsrelatingtoadjustmentsforpreviousyearsinarrivingatprofit/lossoftheyearstowhichtheyrelate,havebeen
appropriately adjusted;
d)adjustmentshavebeenmadeforreclassificationofthecorrespondingitemsofincome,expenses,assetsandliabilities,inorderto
bringtheminlinewiththegroupingsaspertheauditedfinancialstatementsoftheCompanyasatandfortheyearendedMarch31,
2025,preparedunderIndASandfortheyearsendedMarch31,2024andMarch31,2023preparedinaccordancewithaccounting
principles generally accepted in India (Accounting Standards) and the requirements of the SEBI Regulation; and
e)theresultanttaximpact,ifany,onaboveadjustmentshasbeenappropriatelyadjustedindeferredtaxesintherespectiveyearsto
which they relate.
Historical cost convention
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Significant accounting judgments, estimates and assumptions
The preparation of financial information in conformity with Ind AS requires management to make judgments, estimates and
assumptionsthataffecttheapplicationofaccountingpoliciesandthereportedamountsofassets,liabilities,incomeandexpensesand
theaccompanyingdisclosures.Uncertaintyabouttheassumptionsandestimatescouldresultinoutcomesthatrequire inmaterial
adjustment to the carrying value of assets or liabilities affected in future periods.
Going Concern
The Company has prepared the financial information on the basis that it will continue to operate as a going concern.
290BLS POLYMERS LIMITED
ANNEXURE V - MATERIAL ACCOUNTING POLICIES TO RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
2.2 Summary of Material accounting policies
a Current and non-current classification
TheCompanypresentsassetsandliabilitiesinthebalancesheetbasedoncurrent/non-currentclassification.Anassetistreatedas
current when it is:
− Expected to be realised or intended to be sold or consumed in normal opera(cid:415)ng cycle
− Held primarily for the purpose of trading
− Expected to be realised within twelve months a(cid:332)er the repor(cid:415)ng period, or
−Cash orcashequivalentunlessrestrictedfrombeingexchangedorusedtosettlealiabilityforatleasttwelvemonthsafterthe
reporting period
All other assets are classified as non-current.
Liability is current when
− It is expected to be se(cid:425)led in normal opera(cid:415)ng cycle
− Held primarily for the purpose of trading
− It is due to be se(cid:425)led within twelve months a(cid:332)er the repor(cid:415)ng period, or
− There is no uncondi(cid:415)onal right to defer the se(cid:425)lement of the liability for at least twelve months a(cid:332)er the repor(cid:415)ng period.
The Company classifies all other liabilities as non-current
Deferred tax assets and liabilities are classified as non-current assets and liabilities
b Foreign currencies
The Company’s financial information is presented in INR, which is also the Company’s functional currency
Transactions and balances
TransactionsinforeigncurrenciesareinitiallyrecordedbytheCompanyatfunctionalcurrencyspotratesatthedatethetransaction
first qualifies for recognition.
Monetaryassetsandliabilitiesdenominatedinforeigncurrenciesaretranslatedatthefunctionalcurrencyspotratesofexchangeatthe
reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.
Non-monetaryitemsthataremeasuredintermsofhistoricalcostinaforeigncurrencyaretranslatedusingtheexchangeratesatthe
datesoftheinitialtransactions.Non-monetaryitemsmeasuredatfairvalueinaforeigncurrencyaretranslatedusingtheexchange
ratesatthedatewhenthefairvalueisdetermined.Thegainorlossarisingontranslationofnon-monetaryitemsmeasuredatfairvalue
istreatedinlinewiththerecognitionofthegainorlossonthechangeinfairvalueoftheitem(i.e.,translationdifferencesonitems
whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
291BLS POLYMERS LIMITED
ANNEXURE V - MATERIAL ACCOUNTING POLICIES TO RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
c Fair value presentation
TheCompanymeasuresfinancialinstrumentsatfairvalueateachbalancesheetdateexcepttocertaininstrumentswhicharemeasured
atAmortisedcost/historiccost.Fairvalueisthepricethatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderly
transactionbetweenmarketparticipantsatthemeasurementdate.Thefairvaluemeasurementisbasedonthepresumptionthatthe
transaction to sell the asset or transfer the liability takes place either:
− In the principal market for the asset or liability, or
− In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
Thefairvalueofanassetoraliabilityismeasuredusingtheassumptionsthatmarketparticipantswouldusewhenpricingtheassetor
liability, assuming that market participants act in their economic best interest.
Afairvaluemeasurementofanon-financialassettakesintoaccountamarketparticipant’sabilitytogenerateeconomicbenefitsby
usingtheassetinitshighestandbestuseorbysellingittoanothermarketparticipantthatwouldusetheassetinitshighestandbest
use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
Allassetsandliabilitiesforwhichfairvalueismeasuredordisclosedinthefinancialinformationarecategorisedwithinthefairvalue
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
− Level 1 — Quoted (unadjusted) market prices in ac(cid:415)ve markets for iden(cid:415)cal assets or liabili(cid:415)es
−Level 2 — Valuation techniquesfor which the lowestlevel inputthatissignificanttothe fairvalue measurementis directlyor
indirectly observable
− Level 3 — Valua(cid:415)on techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial information on a recurring basis, the Company determines whether transfers
haveoccurredbetweenlevelsinthehierarchybyre-assessingcategorisation(basedonthelowestlevelinputthatissignificanttothe
fair value measurement as a whole) at the end of each reporting period.
d Revenue from contract with Customer
Revenuefromsaleofgoodsarerecogniseduponsatisfactionofperformanceobligationwhichisatapointintime,generallyondelivery
of the goods, when control of the goods is transferred to customers. Revenue from services are recognised upon satisfaction of
performance obligation towards rendering of such services.
TheCompanyrecognisesrevenuefromsaleofgoodsorservicesattheamountoftransactionprice(excludingvariableconsideration
thatisconstrained),thatisallocatedtotheperformanceobligationsatisfied.Transactionpriceistheamountofconsiderationtowhich
theCompanyexpectsittobeentitledinexchangefortransferringgoodsorservicestoacustomerexcludingamountscollectedon
behalf of third parties.
Anamountofconsiderationcanvarybecauseofdiscounts,rebates,incentivesetc.whichareexplicitlystatedinthecontractorareas
percustomarybusinesspractices.Theconsiderationcanalsovarywheretheentitlementiscontingentonoccurrenceornon-occurrence
ofafutureevent.TheCompanyincludesvariableconsiderationaspartoftransactionpriceonlytotheextentthatitishighlyprobable
thatasignificantreversalintheamountofcumulativerevenuerecognisedwillnotoccurwhentheuncertaintyassociatedwiththe
variable consideration is subsequently resolved.
Variable consideration isestimated using the expected value method or themostlikely amountdepending onwhichmethodthe
Companyexpectstobetterpredicttheamountofconsiderationtowhichitwillbeentitledandisappliedconsistentlythroughoutthe
contract.Paymenttermsagreedwithacustomerareasperbusinesspracticeandthefinancingcomponent,ifsignificant,isseparated
from the transaction price and accounted as interest income / expense, as applicable.
Interest income
Forallfinancialinstrumentsmeasuredatamortisedcost,interestincomeisrecordedusingtheeffectiveinterestrate(EIR).EIRisthe
ratethatexactlydiscountstheestimatedfuturecashpaymentsorreceiptsovertheexpectedlifeofthefinancialinstrumentorashorter
period,whereappropriate,tothenetcarryingamountofthefinancialassetorliability.Interestincomeisincludedinfinanceincomein
the income statement.
292BLS POLYMERS LIMITED
ANNEXURE V - MATERIAL ACCOUNTING POLICIES TO RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
e Taxes
Tax expense represents Current tax and Deferred tax.
Current tax
Thetaxcurrentlypayableisbasedontaxableprofitfortheyear.Taxableprofitdiffers from‘profitbeforetax’asreportedinthe
statementofprofitandlossbecauseofitemsofincomeorexpensethataretaxableordeductibleinotheryearsanditemsthatare
nevertaxableordeductible.Thecurrenttaxiscalculatedusingtaxratesthathavebeenenactedorsubstantivelyenactedbytheendof
the reporting period.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
Currenttaxrelatingtoitemsrecognisedoutsideprofitorlossisrecognisedoutsideprofitorloss(eitherinothercomprehensiveincome
or in equity).
Managementperiodicallyevaluatespositionstakeninthetaxreturnswithrespecttosituationsinwhichapplicabletaxregulationsare
subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferredtaxisprovidedusingthebalancesheetapproachontemporarydifferencesbetweenthetaxbasesofassetsandliabilitiesand
theircarryingamountsforfinancial reportingpurposesatthereportingdate.Deferred taxliabilitiesare recognisedfor alltaxable
temporary differences.
Deferredtaxassetsarerecognisedforalldeductibletemporarydifferences,thecarryforwardofunusedtaxcredits(includingMAT
credit)andanyunusedtaxlosses.Deferredtaxassetsarerecognisedtotheextentthatitisprobablethattaxableprofitwillbeavailable
against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets (including MAT credit available) is reviewed at each reporting date and reduced to the extent
thatitisnolongerprobablethatsufficienttaxableprofitwillbeavailabletoallowallorpartofthedeferredtaxassettobeutilised.
Unrecogniseddeferredtaxassetsarere-assessedateachreportingdateandarerecognisedtotheextentthatithasbecomeprobable
that future taxable profits will allow the deferred tax asset to be recovered.
Deferredtaxassetsandliabilitiesaremeasuredatthetaxratesthatareexpectedtoapplyintheyearwhentheassetisrealisedorthe
liabilityissettled,basedontaxrates(andtaxlaws)thathavebeenenactedorsubstantivelyenactedatthereportingdate.Deferredtax
relatingtoitemsrecognisedoutsideprofitorlossisrecognisedoutsideprofitorloss(eitherinothercomprehensiveincomeorin
equity).
Deferredtaxassetsanddeferredtaxliabilitiesareoffsetifalegallyenforceablerightexiststosetoffcurrenttaxassetsagainstcurrent
tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority
f Property, plant and equipment( including Capital work in progress)
UnderthepreviousGAAP(IGAAP),property,plantandequipmentwerecarriedoutinthebalancesheetatcostnetofaccumulated
depreciationandaccumulatedimpairmentlosses,ifanyasatMarch31,2023.Thecompanyhaselectedtoregardthosevaluesof
property as deemed cost at the date of the transition to Ind AS.
Property,Plantandequipmentisstatedatcost,netofaccumulateddepreciationandaccumulatedimpairmentlosses,ifany.Suchcost
includesthecostofreplacingpartoftheplantandequipmentandborrowingcostsforlong-termconstructionprojectsiftherecognition
criteriaaremet.Suchpropertiesareclassifiedtotheappropriatecategoriesofproperty,plantandequipmentwhencompletedand
readyforintendeduse.Depreciationoftheseassets,onthesamebasisasotherpropertyassets,commenceswhentheassetsareready
for their intended use. Capital work in progress is stated at cost.
Whensignificantpartsofplantandequipmentarerequiredtobereplacedatintervals,theCompanydepreciatesthemseparatelybased
ontheirspecificusefullives.Likewise,whenamajorinspectionisperformed,itscostisrecognisedinthecarryingamountoftheplant
andequipmentasareplacementiftherecognitioncriteriaaresatisfied.Allotherrepairandmaintenancecostsarerecognisedinprofit
or loss as incurred.
Thepresentvalueoftheexpectedcostforthedecommissioningofanassetafteritsuseisincludedinthecostoftherespectiveassetif
the recognition criteria for a provision are met.
Depreciationisrecognisedsoastowriteoffthecostlesstheirresidualvaluesovertheirusefullives,usingthestraightlinemethod.The
estimatedusefullives,residualvaluesanddepreciationmethodarereviewedattheendofeachreportingperiod,withtheeffectofany
changes in estimate accounted for on a prospective basis
293BLS POLYMERS LIMITED
ANNEXURE V - MATERIAL ACCOUNTING POLICIES TO RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
Depreciation on PPE is provided as per Schedule II of Companies Act, 2013 on Straight Line Method over its economic useful life of
Assets Useful life
Plant & Machinery 5 -15 Years
Vehicle 8 Years
Office Equipment's 5 Years
Computer 3 Years
Furniture & Fixtures 10 Years
Leasehold Improvements 3 Years
Building 5 -30 Years
g Intangible assets
UnderthepreviousGAAP,Intangibleassetswerecarriedinthebalancesheetatcostnetofaccumulateddepreciationandaccumulated
impairmentlosses,ifanyasatMarch31,2023.Thecompanyhaselectedtoregardthosevaluesofintangibleassetsasdeemedcostat
the date of the transition to Ind AS, i.e., April 1, 2023.
Intangibleassetsacquiredseparatelyaremeasuredoninitialrecognitionatcost.Followinginitialrecognition,intangibleassetsare
carriedatcostlessaccumulatedamortisationandaccumulatedimpairmentlosses,ifany.Intangibleassetsareamortisedonastraight
linebasisovertheestimatedusefuleconomiclifeandareassessedforimpairmentwheneverthereisanindicationthattheintangible
asset may be impaired.
Assets Useful life
Computer Software 5 Years
h Leases
InaccordancewithIndAS101-"First-timeAdoptionofIndianAccountingStandards",thecompanyhasmeasuredleaseliabilityatthe
dateoftransitiontoIndASatthepresentvalueoftheremainingleasepayments,discountedusingtheincrementalborrowingrateat
thedateoftransitiontoIndAS.Thecompanyhasmeasuredaright-of-useassetatthedateoftransitiontoIndASatitcarryingamount
asifIndAS116hadbeenappliedsincethecommencementdateofthelease,butdiscountedusingtheincrementalborrowingrateat
the date of transition to Ind AS.
TheCompanyassessesthatthecontractis,orcontains,aleaseifthecontractconveystherighttocontroltheuseofanidentifiedasset
foraperiodoftimeinexchangeforconsideration. Toassesswhetheracontractconveystherighttocontroltheuseofanidentified
asset, the Company assesses whether:
(1) The contract involves the use of an identified asset,
(2) The Company has substantially all of the economic benefits from use of the identified asset, and
(3) The Company has the right to direct the use of the identified asset.
Company as a lessee
The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease
commencementdate.Thecostoftheright-of-useassetmeasuredatinceptionshallcompriseoftheamountoftheinitialmeasurement
oftheleaseliabilityadjustedforanyleasepaymentsmadeatorbeforethecommencementdateplusanyinitialdirectcostsincurred.
Theright-of-useassetsissubsequentlymeasuredatcostlessanyaccumulateddepreciation,accumulatedimpairmentlosses,ifanyand
adjustedforanyremeasurementoftheleaseliability.Theright-of-useassetisdepreciatedfromthecommencementdateoverthe
shorteroftheleasetermandusefullifeoftheunderlyingasset.Right-of-useassetsaretestedforimpairmentwheneverthereisany
indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.
TheCompanymeasurestheleaseliabilityatthepresentvalueoftheleasepaymentsovertheleaseterm.Theleasepaymentsare
discountedusingtheinterestrateimplicitinthelease,ifthatratecanbereadilydetermined.Ifthatratecannotbereadilydetermined,
theCompanyusesincrementalborrowingrate.Forleaseswithreasonablysimilarcharacteristics,theCompanyadoptstheincremental
borrowingratefortheentireportfolioofleasesasawhole.Theleasepaymentsshallincludefixedpayments,variableleasepayments,
exercisepriceofapurchaseoptionandpaymentsofpenaltiesforterminatingthelease.Theleaseliabilityissubsequentlyremeasured
byincreasingthecarryingamounttoreflectinterestontheleaseliability,reducingthecarryingamounttoreflecttheleasepayments
madeandremeasuringthecarryingamounttoreflectanyreassessmentorleasemodificationsortoreflectrevisedin-substancefixed
lease payments.
TheCompanyrecognisestheamountoftheremeasurementofleaseliabilityasanadjustmenttotheright-of-useasset.Wherethe
carryingamountoftheright-of-useassetisreducedtozeroandthereisafurtherreductioninthemeasurementoftheleaseliability,
the Company recognises any remaining amount of the re-measurement in statement of profit and loss.
TheCompanyhaselectednottoapplytherequirementsofIndAS116toleasesforwhichtheunderlyingassetisoflowvalue.Thelease
payments associated with these low value leases are recognised as an expense on a straight-line basis over the lease term.
Company as a lessor
LeasesinwhichtheCompanydoesnottransfersubstantiallyalltherisksandrewardsincidentaltoownershipofanassetisclassifiedas
operatingleases.Rentalincomearisingisaccountedforonastraight-linebasisovertheleaseterms.Initialdirectcostsincurredin
negotiatingandarranginganoperatingleaseareaddedtothecarryingamountoftheright-of-useassetandrecognisedoverthelease
term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
294BLS POLYMERS LIMITED
ANNEXURE V - MATERIAL ACCOUNTING POLICIES TO RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
LeasesareclassifiedasfinanceleaseswhensubstantiallyalloftherisksandrewardsofownershiptransferfromtheCompanytothe
lessee.AmountsduefromlesseesunderfinanceleasesarerecordedasreceivablesattheCompany’snetinvestmentintheleases.
Financelease incomeis allocatedto accounting periods so as toreflectaconstantperiodic rateof returnonthe netinvestment
outstanding in respect of the lease
i Inventory
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
- Rawmaterials:costincludescostofpurchaseandothercostsincurredinbringingtheinventoriestotheirpresentlocationand
condition. Cost is determined on first in, first out basis.
- Finishedgoodsandworkinprogress:costincludescostofdirectmaterialsandlabourandaproportionofmanufacturingoverheads
based on the normal operating capacity but excluding borrowing costs. Cost is determined on first in, first out basis.
- Tradedgoods:costincludescostof purchaseand othercostsincurredin bringingtheinventories totheirpresentlocationand
condition. Cost is determined on First in, first out basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale
Obsolete,slowmovinganddefectiveinventoriesareidentifiedatthetimeofphysicalverificationofinventoriesandwherenecessary,
the same are written off or provision is made for such inventories based on management's best estimates of net realisable value.
j Provisions
General
ProvisionsarerecognisedwhentheCompanyhasapresentobligation(legalorconstructive)asaresultofapastevent,itisprobable
thatanoutflowofresourcesembodyingeconomicbenefitswillberequiredtosettletheobligationandareliableestimatecanbemade
of the amount of the obligation. The expense relating to a provision ispresented in the statementof profitand loss net of any
reimbursement.
Theamountrecognisedasaprovisionisthebestestimateoftheconsiderationrequiredtosettlethepresentobligationattheendof
the reporting period, taking into account the risks and uncertainties surrounding the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate,therisksspecifictotheliability.Whendiscountingisused,theincreaseintheprovisionduetothepassageoftimeis
recognised as a finance cost.
Provisionsarereviewedattheendofeachreportingperiodandadjustedtoreflectthecurrentbestestimate.Ifitisnolongerprobable
that an outflow of resources would be required to settle the obligation, the provision is reversed.
Contingent Assets/ Liabilities
Contingent assets are not recognised. However, when realisation of income is virtually certain, the related asset is no longer a
contingent asset, and is recognised as an asset.
Contingentliabilitiesaredisclosedinnotestoaccountswhenthereisapossibleobligationarisingfrompastevents,theexistenceof
whichwillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormoreuncertainfutureevent notwhollywithinthecontrol
oftheCompanyorapresentobligationthatarisesfrompasteventswhereitiseithernotprobablethatanoutflowofresourceswillbe
required to settle or a reliable estimate of the amount cannot be made.
Retirement and other employee benefits
Retirementbenefitintheformofprovidentfundisadefinedcontributionscheme.TheCompanyhasnoobligation,otherthanthe
contributionpayabletotheprovidentfund.TheCompanyrecognisescontributionpayabletotheprovidentfundschemeasanexpense,
whenanemployeerenderstherelatedservice.Ifthecontributionpayabletotheschemeforservicereceivedbeforethebalancesheet
dateexceedsthecontributionalreadypaid,thedeficitpayabletotheschemeisrecognisedasaliabilityafterdeductingthecontribution
alreadypaid.Ifthecontributionalreadypaidexceedsthecontributiondueforservicesreceivedbeforethebalancesheetdate,then
excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment.
295BLS POLYMERS LIMITED
ANNEXURE V - MATERIAL ACCOUNTING POLICIES TO RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
Retirement benefit in the form of gratuity is a defined benefit scheme. Gratuity liability of employees is accounted for on the basis of
actuarial valuation on projected unit credit method at the close of the year.
Remeasurements, comprising of actuarial gains and losses,excluding amounts included in net intereston the net definedbenefit
liability,arerecognisedimmediatelyinthebalancesheetwithacorrespondingdebitorcredittoretainedearningsthroughOCIinthe
period in which they occur.
Remeasurements are not reclassified to profit or 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
Netinterestiscalculatedbyapplying thediscountrateto thenetdefinedbenefitliability.The Company recognisesthefollowing
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-rou(cid:415)ne se(cid:425)lements; and
− Net interest expense or income
Short-term and other long-term employee benefits
Aliabilityisrecognisedforbenefitsaccruingtoemployeesinrespectofwagesandsalariesintheperiodtherelatedserviceisrendered
at the undiscounted amount of the benefits expected to be paid in exchange for that service.
Liabilitiesrecognisedinrespectofshorttermemployeebenefitsaremeasuredattheundiscountedamountofthebenefitsexpectedto
bepaidinexchangefortherelatedservice.Liabilitiesrecognisedinrespectofotherlong-termemployeebenefitsaremeasuredatthe
presentvalueoftheestimatedfuturecashoutflowsexpectedtobemadebytheCompanyinrespectofservicesprovidedbyemployees
up to the reporting date.
ProvisionforMarginonFinishedGoodsinTransitrepresentstheestimatedprofitelementongoodsinvoicedbutnotyetdelivered.The
provision is reversed in the subsequent financial period upon delivery.
k Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.
I Initial recognition
All financial assets and liabilities arerecognizedatfair value on initial recognition, exceptfor tradereceivables which are initially
measuredattransactionprice.Transactioncoststhataredirectlyattributabletotheacquisitionorissueoffinancialassetsandfinancial
liabilities,thatarenotatfairvaluethroughprofitorloss,areaddedtothefairvalueoninitialrecognition.Regularwaypurchaseand
sale of financial assets are accounted for at trade date.
II Subsequent measurement
a Non-derivative financial instruments
i. Financial assets carried at amortised cost
Afinancialassetissubsequentlymeasuredatamortisedcostifitisheldwithinabusinessmodelwhoseobjectiveistoholdtheassetin
ordertocollectcontractualcashflowsandthecontractualtermsofthefinancialassetgiveriseonspecifieddatestocashflowsthatare
solely payments of principal and interest on the principal amount outstanding.
ii. Financial assets at fair value through other comprehensive income
Afinancialassetissubsequentlymeasuredatfairvaluethroughothercomprehensiveincomeifitisheldwithinabusinessmodelwhose
objectiveisachievedbybothcollectingcontractualcashflowsandsellingfinancialassetsandthecontractualtermsofthefinancial
assetgiveriseonspecifieddatestocashflowsthataresolelypaymentsofprincipalandinterestontheprincipalamountoutstanding.
TheCompanyhasmadeanirrevocableelectionforitsinvestmentswhichareclassifiedasequityinstrumentstopresentthesubsequent
changesinfairvalueinothercomprehensiveincomebasedonitsbusinessmodel.Further,incaseswheretheCompanyhasmadean
irrevocableelectionbasedonitsbusinessmodel,foritsinvestmentswhichareclassifiedasequityinstruments, thesubsequentchanges
in fair value are recognized in other comprehensive income.
iii Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
iv Financial liabilities
Financialliabilitiesaresubsequentlycarriedatamortizedcostusingtheeffectiveinterestmethod,exceptforcontingentconsideration
recognizedinabusinesscombinationwhichissubsequentlymeasuredatfairvaluethroughprofitandloss.Fortradeandotherpayables
maturingwithinoneyearfromthebalancesheetdate,thecarryingamountsapproximatefairvalueduetotheshortmaturityofthese
instruments.
296BLS POLYMERS LIMITED
ANNEXURE V - MATERIAL ACCOUNTING POLICIES TO RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
III Derecognition of financial instruments
TheCompanyderecognizesafinancialassetwhenthecontractualrightstothecashflowsfromthefinancialassetexpireorittransfers
thefinancialassetandthetransferqualifiesforderecognitionunderIndAS109.Afinancialliability(orapartofafinancialliability)is
derecognized from the Company's balance sheet when the obligation specified in the contract is discharged or cancelled or expires.
IV Fair value of financial instruments
Indeterminingthefairvalueofitsfinancialinstruments,theCompanyusesavarietyofmethodsandassumptionsthatarebasedon
marketconditionsandrisksexistingateachreportingdate.Themethodsusedtodeterminefairvalueincludediscountedcashflow
analysis,availablequotedmarketpricesanddealerquotes.Allmethodsofassessingfairvalueresultingeneralapproximationofvalue,
and such value may never actually be realized.
l Impairment
Financial assets
TheCompanyrecognizeslossallowancesusingtheexpectedcreditloss(ECL)modelforthefinancialassetswhicharenotfairvalued
throughprofitorloss.Lossallowancefortradereceivableswithnosignificantfinancingcomponentismeasuredatanamountequalto
lifetimeECL.Forallotherfinancialassets,expectedcreditlossesaremeasuredatanamountequaltothe12-monthECL,unlessthere
hasbeenasignificantincreaseincreditriskfrominitialrecognitioninwhichcasethosearemeasuredatlifetimeECL.Theamountof
expectedcreditlosses(orreversal)thatisrequiredtoadjustthelossallowanceatthereportingdatetotheamountthatisrequiredto
be recognised is recognized as an impairment gain or loss in profit or loss.
m Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of
three months or less, which are subject to an insignificant risk of changes in value.
n Cash Flow Statement
Cashflowsarereportedusingtheindirectmethod,wherebyprofitbeforetaxisadjustedfortheeffectsoftransactionsofanon-cash
nature,anydeferralsoraccrualsofpastorfutureoperatingcashreceiptsorpaymentsanditemofincomeorexpensesassociatedwith
investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
o Earning per share (EPS)
BasicEPSiscalculatedbydividingtheprofitfortheyearattributabletoordinaryequityshareholdersoftheCompanybytheweighted
averagenumberofEquitysharesoutstandingduringtheyear.Theweightedaveragenumberofequitysharesoutstandingisadjusted
forbonusissue,thathaschangedthenumberofequitysharesoutstanding,withoutacorrespondingchangeinresources.DilutedEPSis
calculatedbydividingtheprofitattributabletoordinaryequityshareholdersoftheCompanybytheweightedaveragenumberofEquity
sharesoutstandingduringtheyearplustheweightedaveragenumberofEquitysharesthatwouldbeissuedonconversionofallthe
dilutive potential Equity shares into Equity shares.
p Corporate Social Responsibility (CSR) expenditure
CSR Expenditure as per provisions of section 135 of the Act read with rules issued thereunder, is charged to the statement of profit and
loss as an expense.
q Segment Reporting
The accounting policies adopted by the Company for segment reporting are in line with the Indian accounting standard on Segmental
Primary Segment
TheCompanyhastworeportablesegmentViz.PolymerandTrading,whichhavebeenidentifiedinlinewiththeIndianAccounting
standard108onSegmentReporting,takingintoaccountthe organizationalstructureaswellasdifferentialriskandreturnofthese
segments.
Secondary Segment
The secondary segment is based on geographical demarcation i.e. India and rest of the world.
297BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
3.1 Property, Plant and Equipment
(Amount in INR Lacs)
Leasehold Improvements Buildings Plant & Machinery Furniture & Fixtures Vehicles* Office Equipments Computer Total
Gross Carrying Value
Deemed Cost As at April 01, 2022
(Refer note a below)
As at April 01, 2022 0.10 3 74.04 857.03 77.04 1 65.50 25.90 4.67 1,504.28
Addition during the year - 1 4.55 242.16 0 .57 1 42.97 2.08 1.89 4 04.22
Disposals during the year - - 1 .48 - 5.59 - - 7.07
As at March 31, 2023 0.10 3 88.59 1,097.71 77.61 3 02.88 27.98 6.56 1,901.43
Addition during the year - - 245.62 - 3 0.45 7.13 2.25 2 85.45
Disposals during the year - - - - 5.33 - - 5.33
As at March 31, 2024 0.10 3 88.59 1,343.33 77.61 3 28.00 35.11 8.81 2,181.55
Addition during the year - 3.06 120.79 - - 25.90 5.01 1 54.76
Disposals during the year - 0.16 54.60 - - - - 5 4.76
As at March 31, 2025 0.10 3 91.49 1,409.52 77.61 3 28.00 61.01 1 3.82 2,281.55
Accumulated Depreciation
As at April 01, 2022 - - - - - - - -
Charges for the year - 1 5.54 96.03 8 .22 4 3.73 9.33 1.40 1 74.25
Disposals for the year - - 1 .40 - 2.47 - - 3.87
As at March 31, 2023 - 1 5.54 94.63 8 .22 4 1.26 9.33 1.40 170.38
Charges for the year - 1 6.22 114.10 8 .26 4 6.31 4.71 2.29 1 91.89
Disposals for the year - - - - 5.07 - - 5.07
As at March 31, 2024 - 3 1.76 208.73 16.48 8 2.50 14.04 3.69 357.20
Charges for the year - 1 6.29 128.32 8 .26 4 4.89 6.17 2.37 2 06.30
Disposals for the year - 0.09 41.22 - - - - 4 1.31
As at March 31, 2025 - 4 7.96 295.83 24.74 1 27.39 20.21 6.06 522.19
Net Carrying Value
As at March 31, 2023 0.10 3 73.05 1,003.08 69.39 2 61.62 18.65 5.16 1,731.05
As at March 31, 2024 0.10 3 56.83 1,134.60 61.13 2 45.50 21.07 5.12 1,824.35
As at March 31, 2025 0.10 3 43.53 1,113.69 52.87 2 00.61 40.80 7.76 1,759.36
*Vehicle loan has been taken from ICICI Bank and is secured by hypothecation of underlying motor vehicle acquired out of such loan.
a Thecompanyhasoptedfordeemedcostexemptionforproperty,plantandequipmentandtherefore,thecarryingamountunderpreviousGAAPisdeemedtobethecostatthedateoftransition.The
carrying amounts as at April 01, 2022 would continue to remain at the amounts as they would have remained under the previous GAAP.
298BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
3.2 Right of use asset
(Amount in INR Lacs)
Leasehold Land Building Total
Gross Carrying Value
As at April 1, 2022 96.73 116.41 213.14
Addition during the year - - -
Disposals during the year - - -
As at March 31, 2023 96.73 116.41 213.14
Addition during the year - 230.82 230.82
Disposals during the year - - -
As at March 31, 2024 96.73 347.23 443.96
Addition during the year - 29.06 29.06
Disposals during the year - - -
As at March 31, 2025 96.73 376.29 473.02
Accumulated Depreciation
As at April 1, 2022 - - -
Charges for the year 1.30 66.50 67.80
Disposals for the year - - -
As at March 31, 2023 1.30 66.50 67.80
Charges for the year 1.30 77.10 78.40
Disposals for the year - - -
As at March 31, 2024 2.60 143.60 146.20
Charges for the year 1.30 97.90 99.20
Disposals for the year - - -
As at March 31, 2025 3.90 241.50 245.40
Net Carrying Value
As at March 31, 2023 95.43 49.91 145.34
As at March 31, 2024 94.13 203.63 297.76
As at March 31, 2025 92.83 134.79 227.62
299BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
3 .3 Other Intangible assets
(Amount in INR Lacs)
Computer Software Total
Gross Carrying Value
Deemed Cost As at April 01, 2022 (Refer note a below)
As at April 1, 2022 4.28 4.28
Addition during the year - -
Disposals during the year - -
As at March 31, 2023 4.28 4.28
Addition during the year - -
Disposals during the year - -
As at March 31, 2024 4.28 4.28
Addition during the year - -
Disposals during the year - -
As at March 31, 2025 4.28 4.28
Accumulated Depreciation
As at April 01, 2022 - -
Charges for the year 1.79 1.79
Disposals for the year - -
As at March 31, 2023 1.79 1.79
Charges for the year 0.53 0.53
Disposals for the year - -
As at March 31, 2024 2.32 2.32
Charges for the year 1.96 1.96
Disposals for the year - -
As at March 31, 2025 4.28 4.28
Net Carrying Value
As at March 31, 2023 2.49 2.49
As at March 31, 2024 1.96 1.96
As at March 31, 2025 - -
a Thecompanyhasoptedfordeemedcostexemptionforintangibleassetsandtherefore,thecarryingamountunderpreviousGAAPisdeemedtobethecost
atthedateoftransition.ThecarryingamountsasatApril01,2022wouldcontinuetoremainattheamountsastheywouldhaveremainedundertheprevious
GAAP.
300BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
4 Other financial assets (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Non current
Security Deposits 46.69 46.16 28.62
Less: Provision for doubtful Security Deposit (22.46) (22.46) (22.46)
Interest accrued on Bank Deposits 0.12 0 .11 0.06
Deposits with maturity exceeding 12 months (under lien)* 6.63 3 .52 0.98
Total 30.98 27.33 7.20
Current
Security Deposits 6.54 0 .07 14.72
Interest Accrued on FDRs 11.08 15.66 13.05
Interest receivable from others 67.95 46.62 -
Discount receivable (also refer Note 44) 1 ,147.26 270.65 88.43
Margin Money Deposits 0.53 0 .09 0.16
Insurance claim receivable 24.60 - -
Total 1 ,257.96 333.09 116.36
*DepositofINR6.63Lacs(March31,2024:INR3.52LacsandMarch31,2023:INR0.98Lacs) towardssecuritydepositlodgedwithvariousGovernment
Authorities
5 Other non current assets (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Capital Advances (Refer Note 29) 119.97 - -
Prepaid expenses 41.41 13.61 17.20
Total 161.38 13.61 17.20
6 Inventories (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
(Valued at lower of cost and net realizable value)
Raw Materials (Refer Note 22.2)* 3 ,505.97 3 ,830.05 3 ,549.54
Raw Material in Transit 343.92 898.66 1 ,651.03
Work in Progress (Refer Note 24.1) 79.63 79.91 18.00
Finished Goods (Refer note 24.1)** 1 ,263.17 550.75 504.71
Traded Goods (Refer note 24.1) 20.37 693.99 575.24
Packing Materials 129.40 81.21 57.19
Stores & Spares 119.85 108.99 103.42
Total 5 ,462.31 6 ,243.56 6 ,459.13
*DuringthefinancialyearendedMarch31,2025,rawmaterialinventoryamountingtoINR24.60lacswaslostduetoburglaryandhasaccordinglybeen
writtendown.Thesaidinventorywascoveredunderaninsurancepolicy,andtheCompanyhasfiledaclaimwiththeinsurer.Basedontheassessment
oftheclaimandcorrespondencewiththeinsurancecompany,managementbelievesthatthereisvirtualcertaintyregardingtherecoveryoftheclaimed
amount and the same has been considered as insurance claim income under note 21.
**AsatMarch31,2025,inventoryoffinishedgoodshasbeenwrittendownbyINR35.00lakhs,pursuanttotheassessmentofnetrealisablevalue
(NRV). The write-down reflects the difference in estimated selling prices, less the costs necessary to make the sale.
301BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
7 Trade receivables (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
TradeC oRnesciedievarebdle gsood - secured - - -
Considered good - unsecured 7 ,309.45 6 ,233.94 6 ,076.29
Trade receivable which have significant increase in credit risk 99.36 71.04 144.25
Trade receivable - credit impaired 267.88 267.88 267.88
7 ,676.69 6 ,572.86 6 ,488.42
Impairment allowance (allowance for bad and doubtful debt)
Less: allowance for expected credit loss ( 303.85) (303.85) ( 303.85)
Total 7 ,372.84 6 ,269.01 6 ,184.57
Notradeorotherreceivableareduefromdirectorsorotherofficersofthecompanyeitherseverallyorjointlywithanyotherperson.Noranytradeor
other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member
Trade receivables are non-interest bearing and are generally on terms of 30 to 60 days.
302BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
7.1 Trade receivables due for payment
Ageing Schedule for March 2025: (Amount in INR Lacs)
Outstanding for following periods from due date of payment
Particulars Unbilled Not due More than 3 Total
Less than 6 months 6 months - 1 year 1-2 years 2-3 years
years
(i) Undisputed trade receivable - considered good - 4 ,357.81 2,176.64 485.82 264.48 12.61 1 2.09 7 ,309.45
(ii) Undisputed trade receivables - which have significant increase in credit risk - - - - 34.37 27.87 3 7.12 99.36
(iii) Undisputed trade receivables - credit impaired - - - - - - - -
(iv) Disputed trade receivable - considered good - - - - - - - -
(v) Disputed trade receivables - which have significant increase in credit risk - - - - - - - -
(vi) Disputed trade receivables - credit impaired - - - - - - 2 67.88 267.88
Less: allowance for expected credit loss - - - - - - (303.85) (303.85)
Total - 4 ,357.81 2 ,176.64 4 85.82 2 98.85 4 0.48 1 3.24 7 ,372.84
Ageing Schedule for March 2024: (Amount in INR Lacs)
Outstanding for following periods from due date of payment
Particulars Unbilled Not due More than 3 Total
Less than 6 months 6 months - 1 year 1-2 years 2-3 years
years
(i) Undisputed trade receivable - considered good - 3 ,674.56 2,290.44 5 6.74 85.62 11.01 1 15.57 6,233.94
(ii) Undisputed trade receivables - which have significant increase in credit risk - - - - 34.01 8 .17 2 8.86 7 1.04
(iii) Undisputed trade receivables - credit impaired - - - - - - - -
(iv) Disputed trade receivable - considered good - - - - - - - -
(v) Disputed trade receivables - which have significant increase in credit risk - - - - - - - -
(vi) Disputed trade receivables - credit impaired - - - - - - 2 67.88 267.88
Less: allowance for expected credit loss - - - - - - (303.85) (303.85)
Total - 3 ,674.56 2 ,290.44 5 6.74 1 19.63 1 9.18 1 08.46 6 ,269.01
Ageing Schedule for March 2023: (Amount in INR Lacs)
Outstanding for following periods from due date of payment
Particulars Unbilled Not due Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 Total
years
(i) Undisputed trade receivable - considered good - 5 ,102.32 699.35 4 0.08 96.15 0 .30 1 38.09 6,076.29
(ii) Undisputed trade receivables - which have significant increase in credit risk - - 3 2.20 1.36 8 .07 - 1 02.62 144.25
(iii) Undisputed trade receivables - credit impaired - - - - - - - -
(iv) Disputed trade receivable - considered good - - - - - - - -
(v) Disputed trade receivables - which have significant increase in credit risk - - - - - - - -
(vi) Disputed trade receivables - credit impaired - - - - - - 2 67.88 267.88
Less: allowance for expected credit loss - - - - - - (303.85) (303.85)
Total - 5 ,102.32 7 31.55 4 1.44 1 04.22 0 .30 2 04.74 6 ,184.57
303BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
8 Cash and cash equivalents (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Cash in hand 0.50 0 .99 0.90
Balances with banks :
a) On Current Accounts 0.67 1 .00 31.92
Total 1.17 1 .99 32.82
Cash and cash equivalents as per statement of cash flows 1.17 1 .99 32.82
9 Bank Balance other than cash and cash equivalents (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) deposits with original maturity for more than 12 months but maturity within 1 year from 117.42 194.27 297.99
Balance Sheet date*
b) deposits with original maturity for more than 3 months but less than 12 months* 53.43 59.09 46.75
Total 170.85 253.36 344.74
*FDRincludesINR170.85Lacs(March31,2024:INR253.36LacsandMarch31,2023:INR344.74Lacs) towardsmarginmoneypledgedwithbanks
against Letters of Credit, Buyers Credit and Bank Guarantees
10 Other current Assets (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Prepaid expenses** 92.88 32.46 37.57
Balance with government authorities 164.32 107.94 101.31
Income tax refund 1.59 17.95 32.16
Advances recoverable in cash or in kind or for value to be received 28.99 372.83 15.76
Advance to IOCL Customers 601.34 652.26 831.75
Unbilled revenue 17.81 12.30 10.68
Advances to suppliers 591.44 410.72 79.84
Less: Provision for doubtful advances (28.68) (23.53) (23.53)
Other receivables 10.23 10.23 10.23
Less: Provision for other receivables (10.23) (10.23) (10.23)
Total 1 ,469.69 1 ,582.93 1 ,085.54
** Includes INR 47.85 Lacs (March 31, 2024 - Nil and March 31, 2023: Nil) incurred in relation to Company’s plan of raising funds from capital market
through Proposed Initial Public Offer (‘IPO’).
304BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
11 Share Capital (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) Authorised shares
Equity share capital of Rs 10 each
As at the beginning of the reporting year 1,000.00 1 ,000.00 1 ,000.00
Increase/(decrease) during the year - - -
As at the end of the reporting year 1,000.00 1 ,000.00 1 ,000.00
Issued, subscribed and paid up
Equity share capital of Rs 10 each
As at the beginning of the reporting year 960.17 9 60.17 960.17
Add: Issued during the year - - -
As at the end of the reporting year 960.17 9 60.17 960.17
b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period.
As At As At As At
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Number Amount (INR) Number Amount (INR) Number Amount (INR)
Equity shares of INR 10/- each
Shares outstanding at beginning of the year 96.02 9 60.17 96.02 960.17 96.02 960.17
Add : Shares issued during the year - - - - - -
Less : Shares bought back during the year - - - - - -
Shares outstanding at the end of the year 96.02 9 60.17 96.02 960.17 96.02 960.17
c) Terms/rights attached to equity shares:
ThecompanyhasonlyoneclassofequityshareshavingafacevalueofINR10pershare.Eachholderofequitysharesisentitledtoonevotepershareandalsoeligiblefordividend,ifany,
proposed by the board of directors subject to the approval of shareholders in the annual general meeting.
Intheeventofliquidationofthecompany,theholderofequityshareswillbeentitledtoreceiveanyoftheremainingassetsofthecompany,afterdistributionofallpreferentialamounts,if
any. The distribution will be in proportion of the number of equity shares held by the shareholders.
d) Details of Shareholders holding more than 5% equity shares in the company
As At As At As At
Names of shareholders March 31, 2025 March 31, 2024 March 31, 2023
No of Shares % of Holding No of Shares % of Holding No of Shares % of Holding
Mr. Vinod Aggarwal 1 5,52,000 16.16% 1 5,52,000 16.16% 1 5,52,000 16.16%
Mr. Diwakar Aggarwal 1 5,43,100 16.07% 9 ,67,000 10.07% 9 ,67,000 10.07%
Mr. Sushil Aggarwal 1 3,62,000 14.19% 1 3,62,000 14.19% 1 3,62,000 14.19%
Mr. Madhukar Aggarwal 9 ,87,000 10.28% 9 ,87,000 10.28% 9 ,87,000 10.28%
Mr. Karan Aggarwal 9 ,55,734 9.95% - 0.00% - 0.00%
Wonder Rock & Investment (P). Ltd. 5 ,08,166 5.29% 5 ,08,166 5.29% 5 ,08,166 5.29%
Intime Finance and Investments Private Limited 5 ,03,000 5.24% 5 ,03,000 5.24% 5 ,03,000 5.24%
B.L. & Sons Limited - 0.00% 1 5,31,834 15.95% 1 5,31,834 15.95%
e) Details of shares held by Promoters* at the end of the year
As At As At As At
March 31, 2025 March 31, 2024 March 31, 2023
Particulars
% change
% of total % of total % change during % change
during the % of total shares
shares shares the year during the year
year
Equity shares of INR 10/- each
Mr. Vinod Aggarwal 16.16% - 16.16% - 16.16% -
(1,552,000 (March 31, 2024: 1,552,000 and March 31, 2023: 1,552,000) equity
shares of INR 10 each fully paid up)
Mr. Sushil Aggarwal 14.19% - 14.19% - 14.19% -
(1,362,000 (March 31, 2024: 1,362,000 and March 31, 2023: 1,362,000) equity
shares of INR 10 each fully paid up)
Mr. Madhukar Aggarwal 10.28% - 10.28% - 10.28% -
(987,000 (March 31, 2024: 987,000 and March 31, 2023: 987,000) equity shares of
INR 10 each fully paid up)
Mr. Diwakar Aggarwal 16.07% 6.00% 10.07% - 10.07% -
(15,43,100 (March 31, 2024: 967,000 and March 31, 2023: 967,000) equity shares
of INR 10 each fully paid up)
Mr. Karan Aggarwal 9.95% 9.95% - - - -
(9,55,734 (March 31, 2024: Nil and March 31, 2023: Nil) equity shares of INR 10
each fully paid up)
*the Promoters have been considered basis Board resolution dated March 11, 2024
f)TheCompanyhasnotissuedanybonussharesandthereisnobuybackofsharesinthecurrentyearandprecedingfiveyears.However,theCompanyhasissuedbonussharessubsequent
to March 31, 2025 (refer note 48)
305BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
12Other Equity (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
A. General Reserve
Balance as per last financial statements 1,399.76 1 ,399.76 1 ,399.76
Add: Transfer from Statement of profit and loss - - -
Balance at the end of the year 1,399.76 1 ,399.76 1 ,399.76
B. Surplus in the statement of profit & loss
Balance as per last financial statements 2,316.05 1 ,563.85 938.87
Add: Restated Net profit for the year transferred from Statement of profit & loss 2,113.60 7 52.20 624.98
Less: Transfer to general reserve - - -
Balance at the end of the year 4,429.65 2 ,316.05 1 ,563.85
C. Item of Other Comprehensive income
Balance as per last financial statements 6 .74 1.97 -
Re-measurement gains/ (losses) on defined benefit plans (net) ( 2.13) 4 .77 1.97
Balance at the end of the year 4 .61 6.74 1.97
Total 5,834.02 3 ,722.55 2 ,965.58
306BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
13 Borrowings
(Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Non Current
Secured loans
Working capital loan from banks*
Working Capital Term Loan 225.06 432.81 640.56
Vehicle loan@ 75.31 99.53 89.54
Less- Current maturities of long term borrowings (233.99) (231.98) (225.40)
Total 66.38 300.36 504.70
Current
Secured loans
Working capital loan from banks*
Current maturities of long term borrowings
Working Capital Term Loan 207.75 207.75 207.75
Vehicle loan@ 26.24 24.22 17.65
Cash credit 3 ,222.97 2 ,739.73 2 ,789.58
Working Capital Demand Loan 2 ,200.00 3 ,100.00 1 ,900.00
Packing Credit Loan - - 38.17
Dealer Finance (also refer Note 33) 863.70 992.72 897.00
Buyers Credit** 805.19 768.63 1 ,834.95
Unsecured Loans
Loans from body corporate# - 346.76 740.28
Loans from Director & Related party## - 896.52 29.89
Total 7 ,325.85 9 ,076.33 8 ,455.27
*Securedloansaresecuredagainsthypothecationbywayofstock&bookdebtsincludingequitablemortgageofland&buildingofthe
company at Verna Industrial Area, Goa. These are further secured by way of personal guarantee of two directors of the company.
*WorkingcapitaltermLoanfromYesbankwastakenduringfinancialyear2022-23andcarriesinterest@9.7%p.a.Theloanisrepayablein48
monthly instalments of INR 17.31 Lacs including interest.
Cash credit
1. Cash Credit Facility from HDFC Bank Limited of INR 2500.00 Lacs and carries interest varies from 8.28% to 8.99% p.a.
2. Cash Credit Facility from DBS Bank Limited of INR 1000.00 Lacs and carries interest varies from 8.65% to 8.90% p.a.
3. Cash Credit Facility from Yes Bank Limited of INR 2200.00 Lacs and carries interest 8.70% (Repo Rate + 2.20%)
4. Cash Credit Facility from ICICI Bank Limited of INR 2500.00 Lacs and carries interest varies from 8.85% to 9.25% p.a.
Working Capital Demand Loan
1. Working Capital Demand Loan from HDFC Bank Limited of INR 2500.00 Lac and carries interest varies from 8.59% to 8.78% p.a.
2. Working Capital Demand Loan from DBS Bank Limited of INR 1000.00 Lacs and carries interest varies from 8.10% to 8.55% p.a.
3. WCDL from Yes Bank Limited carries interest varies from 8.24% to 8.75% p.a.
*Quarterly statements of current assets filed by the company with banks or financial institutions are in agreement with the books of accounts.
@
1.VehicleloanfromHDFCBankLimitedwastakenduring thefinancialyear2023-24andcarriesinterest@12.00%p.a.Theloanisrepayablein
60monthlyinstalmentsofRs.0.61Lacseachincludinginterest,fromthedateofloan.TheloanissecuredbywayofHypothecationofthe
respective vehicle.
2.VehicleloanfromICICIBankLimitedwastakenduring thefinancialyear2022-23andcarriesinterest@7.85%p.a.Theloanisrepayablein
60monthlyinstalmentsofRs.2.00Lacseachincludinginterest,fromthedateofloan.TheloanissecuredbywayofHypothecationofthe
respective vehicle.
**BuyerscreditfromDBSandHDFCBankLimitedareobtainedinUSDwithoutstandingbalanceasonMarch31,2025amountingtoUSD
9,42,509.67 with tenor ranging from 139 to 174 days and carries rate of interest varies which from 5.83% p.a. to 6.04% p.a.
#Interestfreeloansarerepayableondemand.Thesameloansarewrittenbackduringfinancialyear2024-25,2023-24and2022-23.Refernote
38 for related party balances and Note 21 for liabilities written back.
##Duringthefinancialyear2022-23theCompanyenteredintoLoanagreementwithBasantIndiaLtdforLoanofINR900.00Lacs.TheLoan
Carriedinterestof10%p.aandthesamewasrepayableondemand.Further,thesameloanhasbeenrepaidthroughbankduringthecurrent
period. Refer note 38 for related party balances
307BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
14 Lease Liability (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Non Current
Lease LiabLeiliatsye- LLoianbgi lTiteyrm 47.22 120.47 11.72
Total 47.22 120.47 11.72
Current
Lease LiabLeiliatsye- SLhiaobritli tTyerm 92.87 83.77 72.01
Total 92.87 83.77 72.01
15Provisions (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Non Current
Provision for Gratuity 49.69 54.81 46.00
Total 49.69 54.81 46.00
Current
Provision for Gratuity 11.74 19.21 21.10
Provision for Income Tax (net of Advance Tax & TDS) 274.00 114.37 119.60
Provision for Margin on Finished Goods in Transit (also refer note 15.1 below) 48.24 30.24 30.24
Total 333.98 163.82 170.94
15.1 Movement in provision for Margin on Finished Goods in Transit (Current)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the year 30.24 30.24 30.24
Recognised during the year 4 8.24 3 0.24 3 0.24
Utilised during the year - - -
Reversed during the year (30.24) (30.24) (30.24)
Balance at the end of the year 4 8.24 3 0.24 3 0.24
ProvisionforMarginonFinishedGoodsinTransitrepresentstheestimatedprofitelementongoodsinvoicedbutnotyetdelivered.The
provision is reversed in the subsequent financial period upon delivery.
16Deferred tax liabilities (net)
(Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Deferred Tax Assets
Provision for gratuity 17.09 20.59 18.67
Provision for doubtful debts 101.60 100.17 100.17
Provision for expense allowed for tax purpose on payment basis 4 .91 6 .92 2 .27
Sub Total (A) 123.60 127.68 121.11
Deferred tax liabilities
Timing difference on account of depreciation and amortisation on property, plant and (165.02) (143.85) (132.89)
equipment and intangible assets
Net loss/(gain) on remeasurements of defined benefit plans (1.77) (2.60) (0.76)
Sub Total (B) (166.80) (146.45) (133.65)
Deferred Tax Assets /(Liability) Net (A+B) (43.20) (18.77) (12.54)
308BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
16.1 Income Tax
Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
The income tax expense consists of the following:
Current tax 686.10 203.94 238.25
Earlier Year Tax 2.10 8.80 1 .89
Deferred tax 25.25 4.39 10.40
Total tax expense 7 13.45 217.13 250.54
Reconciliation of tax expense applicable to profit before tax at the latest statutory enacted tax rate in India to income tax expense reported is as follows:
Year ended Year ended Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
% Amount % Amount % Amount
Profit before tax 2,827.05 969.33 875.52
Tax using the domestic tax rate 27.82% 786.49 27.82% 269.67 27.82% 244.38
Tax effect of:
Permanent differences:
234ABC Interest - - 1.50% 14.55 2.09% 18.32
Income in respect of earlier year 0.02% 0.58 0.25% 2.45 0.06% 0 .53
CSR Deduction not allowed 0.08% 2.30 0.17% 1.60 0.38% 3 .33
MSME Interest disallowed 0.02% 0.55 0.08% 0.73 0.00% -
Expenses which are not allowed for tax purposes 0.43% 1 2.21 0.00% - 0.00% -
Unsecured loan written back -3.71% (104.78) -7.81% (75.67) -1.91% (16.69)
Others 0.57% 16.11 0.39% 3 .80 0.08% 0.69
Effective tax rate 25.24% 713.45 22.40% 2 17.13 28.62% 250.54
309BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
17Trade payables (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total outstanding dues of micro enterprises and small enterprises 103.36 147.77 266.31
Total outstanding dues of creditor other than micro enterprises and small enterprises 2 ,643.26 1 ,849.79 2 ,362.72
Total 2 ,746.62 1 ,997.56 2 ,629.03
Trade payables - dues to micro and small enterprises (as per the intimation received from vendors)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
The amounts remaining unpaid to micro and small suppliers as at the end of the year
- Principal 101.38 145.15 266.31
- Interest 1.98 2.62 -
The amount of interest paid by the buyer as per the Micro Small and Medium Enterprises - - -
Development Act, 2006 (MSMED Act 2006)
The amount of the payments made to micro and small suppliers beyond the appointed 233.09 1,025.15 -
day during the year
Theamountofinterestdueandpayablefortheperiodofdelayinmakingpayment(which 0 .00 2 .38 -
havebeenpaidbutbeyondtheappointeddayduringtheyear)butwithoutaddingthe
interest specified under the MSMED Act 2006
The amount of interest accrued and remaining unpaid at the end of the year 0 .23 0 .24 -
Theamountoffurtherinterestremainingdueandpayableeveninthesucceedingyears, - - -
untilsuchdatewhentheinterestduesasaboveareactuallypaidtothesmallenterprise,
for the purpose of disallowance as a deductible expenditure under the MSMED Act 2006
310BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
17.1 Trade payables due for payment
Ageing Schedule for March 2025 (Amount in INR Lacs)
Outstanding for following periods from due date of payment
Particulars Unbilled Not due More than 3 Total
Less than 1 year 1-2 years 2-3 years
years
(i) MSME - 4 4.41 5 8.95 - - - 103.36
(ii) Others - 368.39 2,241.83 19.18 11.58 2.28 2 ,643.26
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - 4 12.80 2 ,300.78 1 9.18 1 1.58 2 .28 2 ,746.62
Ageing Schedule for March 2024 (Amount in INR Lacs)
Outstanding for following periods from due date of payment
Particulars Unbilled Not due More than 3 Total
Less than 1 year 1-2 years 2-3 years
years
(i) MSME - 9 1.85 5 5.92 - - - 147.77
(ii) Others - 321.14 1,505.00 14.90 4 .11 4.64 1 ,849.79
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - 4 12.99 1 ,560.92 1 4.90 4 .11 4 .64 1 ,997.56
Ageing Schedule for March 2023: (Amount in INR Lacs)
Outstanding for following periods from due date of payment
Particulars Unbilled Not due More than 3 Total
Less than 1 year 1-2 years 2-3 years
years
(i) MSME - 9 5.12 171.19 - - - 266.31
(ii) Others - 638.15 1,723.47 - 1 .10 - 2 ,362.72
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - 7 33.27 1 ,894.66 - 1 .10 - 2 ,629.03
311BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
18Other Financial Liability (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest accrued but not due on borrowings 19.19 13.01 20.99
Interest accrued and due on borrowings 17.47 90.61 23.89
Payable to employees 54.45 52.42 53.86
Derivative liability 2 .74 - -
Total 93.85 156.04 98.74
19Other Current liability (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Advances received from customers 163.85 29.38 69.86
Statutory liabilities 26.13 47.95 38.08
Expenses payable & others 130.33 116.97 91.80
Total 320.31 194.30 199.74
312BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
20 Revenue From Operations (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from :
- Sale of products
- Finished goods (refer note 20.1) 2 4,562.50 25,468.91 27,785.46
- Traded goods (refer note 20.2) 8,572.30 4 ,100.00 3,670.06
Less: discounts 401.92 27.44 8 2.35
3 2,732.88 29,541.47 3 1,373.17
-Sale of services
- Commission 109.06 94.27 8 8.44
- Job work charges received 1 .65 0.09 -
Revenue from operations (Net) 3 2,843.59 29,635.83 3 1,461.61
20.1 Details of products sold (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Finished goods sold
Polyethylene compound 2 4,430.99 25,285.94 27,510.08
Cable filling compound 131.51 182.97 2 75.38
2 4,562.50 25,468.91 2 7,785.46
Less: Discounts 401.92 27.44 8 2.35
Total 2 4,160.58 25,441.47 2 7,703.11
20.2 Details of products sold (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Traded goods sold
Polyethylene compound 8,572.30 4 ,100.00 3,418.88
Cable filling compound - - 8.47
Spares & consumables - - 2 42.71
Total 8 ,572.30 4,100.00 3,670.06
313BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
20.3 Disaggregated Revenue Information
Set out below is the disaggregation of the Company's revenue from contracts with customers: (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue From Operations 3 2,843.59 2 9,635.83 31,461.61
Other operating revenue - - -
Sale of scrap - - -
Total revenue from contracts with customers 3 2,843.59 29,635.83 31,461.61
For the Year ended For the Year ended For the Year ended
Segment March 31, 2025 March 31, 2024 March 31, 2023
Polymer Division Trading Total Polymer Division Trading Total Polymer Division Trading Total
Type of goods or service
Finished Goods 2 4,160.58 - 2 4,160.58 2 5,441.47 - 2 5,441.47 2 7,703.11 - 27,703.11
Traded goods - 8,572.30 8,572.30 - 4,100.00 4,100.00 - 3 ,670.06 3,670.06
Commission - 1 09.06 1 09.06 - 94.27 94.27 - 8 8.44 88.44
Job work charges 1.65 - 1.65 0.09 - 0.09 - - -
Total revenue from contracts with customers 2 4,162.23 8,681.36 3 2,843.59 2 5,441.56 4,194.27 2 9,635.83 2 7,703.11 3 ,758.50 31,461.61
India 2 1,394.60 8,681.36 3 0,075.96 2 4,246.68 4,194.27 2 8,440.95 2 6,359.35 3 ,758.50 30,117.85
Outside India 2,767.63 - 2,767.63 1,194.88 - 1,194.88 1,343.76 - 1,343.76
Total revenue from contracts with customers 2 4,162.23 8,681.36 3 2,843.59 2 5,441.56 4,194.27 2 9,635.83 2 7,703.11 3 ,758.50 31,461.61
Timing of revenue recognition
Goods transferred at a point in time 2 4,162.23 8,681.36 3 2,843.59 2 5,441.56 4,194.27 2 9,635.83 2 7,703.11 3 ,758.50 31,461.61
Services transferred over time - - - - - - - - -
Total revenue from contracts with customers 2 4,162.23 8,681.36 3 2,843.59 2 5,441.56 4,194.27 2 9,635.83 2 7,703.11 3 ,758.50 31,461.61
Set out below, is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information (Note 35)
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Polymer Division Trading Total Polymer Division Trading Total Polymer Division Trading Total
Revenue
External customer 2 4,162.23 8,681.36 3 2,843.59 2 5,441.56 4,194.27 2 9,635.83 2 7,703.11 3 ,758.50 31,461.61
Inter-segment - - - - - - - - -
2 4,162.23 8,681.36 3 2,843.59 2 5,441.56 4,194.27 2 9,635.83 2 7,703.11 3 ,758.50 31,461.61
Inter-segment adjustment and elimination - - - - - - - - -
Total revenue from contracts with customers 2 4,162.23 8,681.36 3 2,843.59 2 5,441.56 4,194.27 2 9,635.83 2 7,703.11 3 ,758.50 31,461.61
314BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
20.4 Contract balances (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables 7,372.84 6 ,269.01 6,184.57
Contract liabilities 163.85 29.38 6 9.86
aTrade receivables are non-interest bearing and are generally on terms of 30 to 60 days.
bContract liabilities include advance received from customers to deliver goods and services.
21 Other Income (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest income:
- Banks 1 3.61 22.59 1 5.83
- Others 238.42 122.42 1 10.21
252.03 1 45.01 126.04
Foreign exchange fluctuation (net) 3 5.27 70.89 -
Liabilities & provisions no longer required written back (Refer Note 45) 414.39 279.80 7 8.51
InteresGt Ianinco omne S-a2l3e- 2o4f Fixed Assets 1 1.90 1.32 8.25
InteresItn Itnecroemste I-nSceopm'2e4 on Security Deposit 2 .25 1.95 1.64
Insurance claim 5 6.71 14.22 0.07
Financial guarantee income (Refer Note 29) 9 .00 - -
Miscellaneous income 4 4.68 1.42 1.43
Total 826.23 5 14.61 215.94
22 Cost of Material Consumed (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Opening stock 3,830.05 3 ,549.54 3,640.21
Add: Purchases during the year 1 7,730.42 20,301.85 22,357.39
Add: Carriage inward & clearing charges 877.57 972.53 7 90.75
2 2,438.04 24,823.92 2 6,788.35
Less: Closing stock 3,505.97 3 ,830.05 3,549.54
Cost of material consumed 1 8,932.07 20,993.87 2 3,238.81
DuringthefinancialyearendedMarch31,2025,rawmaterialinventoryamountingtoINR24.60lacswaslostduetoburglaryandhasaccordinglybeen
writtendown.Thesaidinventorywascoveredunderaninsurancepolicy,andtheCompanyhasfiledaclaimwiththeinsurer.Basedontheassessmentof
theclaimandcorrespondencewiththeinsurancecompany,managementbelievesthatthereisvirtualcertaintyregardingtherecoveryoftheclaimed
amount and the same has been considered as insurance income under note 21.
22.1 Details of raw material & components consumed (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Polyethylene 1 7,379.04 19,061.41 21,064.46
Antioxidising & additives 1,553.03 1 ,932.46 2,174.35
Total 1 8,932.07 20,993.87 2 3,238.81
22.2 Details of raw material inventory (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Polyethylene 2,890.50 3 ,326.35 2,536.76
Antioxidising & additives 615.47 503.70 1,012.78
Total 3 ,505.97 3,830.05 3,549.54
23 Purchase of Traded Goods (Amount in INR Lacs)
For the Year ended For the Year ended Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Purchase-TPGo-lPyoeltyheytlheynleene 7,660.13 4 ,097.38 3,929.29
Antioxidising & additives - - -
Spares & consumables - - 2 33.89
Total 7 ,660.13 4,097.38 4,163.18
315BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
24 Changes in inventories of finished goods, stock-in-transit & work-in-progress
(Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Opening stock
- Finished goods 550.75 504.71 3 93.61
- Work in progress 7 9.91 18.00 5 6.48
- Traded goods 693.99 575.24 -
Less : Closing Stock
- Finished goods 1,263.17 550.75 5 04.71
- Work in progress 7 9.63 79.91 1 8.00
- Traded goods 2 0.37 693.99 5 75.24
(Increase)/decrease in inventories (38.52) ( 226.70) (647.86)
AsatMarch31,2025,inventoryoffinishedgoodshasbeenwrittendownbyINR35.00lakhs,pursuanttotheassessmentofnetrealisablevalue(NRV).The
write-down reflects the reduction in estimated selling prices, less the costs necessary to make the sale.
24.1 Details of inventory (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Finished goods
Polyethylene compound 1,263.17 546.51 5 01.52
Cable filling compound - 4.24 3.19
1 ,263.17 5 50.75 504.71
Work In Progress
Polyethylene compound 7 9.63 79.91 1 8.00
79.63 79.91 1 8.00
Traded goods
Polyethylene compound 2 0.37 693.99 5 75.24
20.37 6 93.99 575.24
Total 1 ,363.17 1,324.65 1,097.95
25 Employee Benefit Expenses (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Salaries, wages and allowances 666.87 673.41 6 55.43
Contribution to provident & other employee funds 2 3.27 24.44 2 0.88
Provision for employee benefit 1 4.70 14.88 1 4.09
Staff welfare expenses 9 .95 10.90 1 6.27
Total 714.79 7 23.63 706.67
26 Finance Cost (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest on bank loan 693.76 746.55 6 01.12
Interest others 123.48 106.50 6 1.97
Interest onB Laenaks ech Laiargbeilsity 23-24 3 6.57 50.47 5 4.49
Interest onI nLteearsees tL ioanb iLlietya-s eA pLira tboil iSteyp'24 1 4.56 11.71 9.86
Total 868.37 9 15.23 727.44
316BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
27 Other Expenses (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Power & fuel 673.49 722.89 6 85.55
Packing materials consumed 354.18 323.70 2 65.51
Traveling & conveyance 120.11 123.84 8 8.21
Communication expenses 9 .67 8.77 8.45
Rent 2 6.57 20.06 2 7.48
Rates & taxes 7 .93 1.87 4.52
Security charges 3 8.87 32.31 3 0.36
Repair & Maintenance:
- plant 6 .67 14.79 5.45
- others 1 2.76 23.16 1 0.70
Vehicle running & maintenance 2 8.55 19.18 2 5.98
Legal & professional charges 9 4.19 111.16 1 55.49
Insurance charges 2 8.91 24.96 2 6.01
CSR Expenses 1 6.50 11.51 6.65
Audit Fee (Refer Note 27.1) 6 .44 5.45 5.52
Stores & spares consumed 3 2.52 45.39 6 9.25
Foreign exchange fluctuation (net) - - 4 3.22
Loading & unloading charges 107.96 66.68 2 6.08
Cartage outward 729.16 729.49 7 30.43
Sales promotion 2 1.11 46.69 1 5.28
Bad debts 2 .58 27.98 3 7.19
Testing Charges 1 1.35 0.93 1.73
Provision for Doubtful Debts - - 3 5.72
Provision for Doubtful advances 5 .15 - 1 7.17
Miscellaneous expenses 4 5.80 46.07 4 8.00
Provision for Margin on Finished Goods in Transit 1 8.00 - -
Total 2 ,398.47 2,406.88 2,369.95
27.1 Payment to Auditors (excluding GST)* (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Statutory audit fees 4 .75 4.75 4.75
Reimbursement of expenses 1 .19 0.20 0.27
Other matters 0 .50 0.50 0.50
Total 6 .44 5.45 5.52
* excluding amount transferred in prepaid expenses in relation to proposed 'IPO.
27.2 Corporate Social Expenditure (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) Gross amount required to be spent by the Company during the year 1 6.50 11.51 6.65
b) Amount spent during the year
(i) Construction/acquisition of any assets
Paid in cash/cash equivalents - - -
Yet to be paid in cash - - -
(ii) On Purposes other than (i) above
Paid in cash/cash equivalents 1 6.50 11.51 6.65
Yet to be paid in cash - - -
c) Shortfall at the end of the year out of the amount required to be spent by the
Company during the year - - -
(i) the shortfall amount (i.e. unspent amount), in respect of other than ongoing
projects, transferred to a Fund specified in Schedule VII# - - -
(ii) the shortfall amount (i.e. unspent amount), pursuant to any ongoing project,
transferred to special account as per section 135(6) of the Act# - - -
d) Total of previous years shortfall amounts - - -
e) Details of related party transactions - - -
317BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
28 Earning Per Share
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Profit attributable to the equity shareholders of the company (A) 2,113.60 752.20 6 24.98
Face value of equity share (INR) 1 0.00 10.00 1 0.00
Weighted average number of equity shares in calculating basic and diluted EPS (B) 9 6.02 96.02 9 6.02
Effect of bonus issue (refer note below) (C) 354.31 354.31 3 54.31
Weighted average number of shares adjusted for the effect of above outstanding at
the end of the year (B+C) 450.33 450.33 4 50.33
Basic and Diluted earnings per share (INR) 4 .69 1.67 1.39
SubsequenttoyearendedMarch31,2025,pursuanttotheapprovalofshareholdersgrantedintheextra-ordinarygeneralmeetingheldonApril07,2025,
theCompanyhasissuedbonussharesintheratioof369equitysharesforevery100existingequityshare.Consideringthatthebonusissuehashappened
afterthereportingperiodbutbeforethedateofapprovaloftherestatedfinancialinformation,asprescribedunderIndAS,theCompanyhaspresented
basic and diluted earnings per share on the basis of new number of shares for current as well as previous years. (Also refer Note 48)
318BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
29Contingent Liabilities and Commitments (to the extent not provided for):
(Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Contingent Liabilities
a. Outstanding bank guarantees with
- IOCL 8 00.00 8 00.00 800.00
- others * 9 3.54 1 22.34 361.83
b. GST Appeal 18-19 -Goa & Delhi ** 54.83 - -
c. Undisputed income tax demand *** 2 .36 2 .36 2 .36
d. Custom duty liability in respect of matters in appeal # 5 .31 5 .31 5 .31
e. Disputed income tax demand for AY 2023-24 ** 24.10 - -
f. Letter of comfort (Financial Guarantee) given on behalf of related party (Refer Note
38) 900.00 - -
Capital Commitments
a. Estimated value of contract remaining to be executed on capital account and not
provided for (net of capital advances of INR 119.97 Lacs (March 31, 2024: Nil and
March 31, 2023: Nil)## 236.21 - -
* Includes Bank Guarantees in USD 2,000 (March 31, 2024: USD 37,595 and March 31, 2023: USD 86,508).
**Thecompanyiscontestingthedemandsandthemanagement,includingitstaxadvisors,believethatit’spositionwilllikelybeupheldinthe
appellateprocess.Notaxexpensehasbeenaccruedinthefinancialstatementsforthetaxdemandraised.Themanagementbelievesthatthe
ultimateoutcome ofproceedingwillnotbe havingmaterially adverseeffect onthe companyfinancial positionandresultsof operations.The
company has deposited the amount of INR 5.48 Lacs amount of pre-deposit under GST appeals.
*** Includes undisputed o/s income tax demand pertaining to AY 2014-15 & AY 2013-14
## Estimated value of contract remaining to be executed on capital account and not provided for amounting to USD 2,76,500 (net of capital advances
of USD 1,18,500 (March 31, 2024: Nil and March 31, 2023: Nil).
30TheHonourableSupremeCourt,haspassedadecisionon28thFebruary,2019inrelationtoinclusionofcertainallowanceswithinthescopeof"Basic
wages"forthepurposeofdeterminingcontributiontoprovidentfundundertheEmployee'sProvidentFunds&MiscellaneousProvisionsAct,1952.
TheCompanyisawaitingfurtherclarificationsinthismatterinordertoreasonablyassesstheimpactonitsfinancialstatements,ifany.Accordingly,
theapplicabilityofthejudgmenttotheCompany,withrespecttotheperiodandthenatureofallowancestobecovered,andresultantimpactonthe
past provident fund liability, cannot be reasonably ascertained, at present.
31Current Assets, Loans and Advances
Intheopinionofthemanagement,thevalueonrealisationofcurrentassets,loansandadvancesintheordinarycourseofbusinesswouldnotbeless
than the amount at which they are stated in the balance sheet and provisions for all known liabilities has been made.
32TradereceivablesincludeINR 267.88Lacs(March31,2024:267.88LacsandMarch31,2023:267.88Lacs)forwhichthecompanyhasinitiatedlegal
and other necessary actions for recovery.
ThemanagementhasclassifiedINR267.88Lacs(March31,2024:267.88LacsandMarch31,2023:267.88Lacs)ascreditimpaired.Inmanagement’s
opinion,thesedebtsarerecoverable.However,onaconservativebasis,aprovisionofINR267.88Lacs(March31,2024:267.88LacsandMarch31,
2023: 267.88 Lacs) has been considered for credit-impaired debtors.
Further,INR99.36Lacs(March31,2024:71.04LacsandMarch31,2023:144.25Lacs) isincludedintradereceivables,representingamountswitha
significantincreaseincreditrisk.Themanagementbelievesthesedebtsarealsorecoverable.However,onaconservativebasis,aprovisionofINR
35.97Lacs(March31,2024:35.97LacsandMarch31,2023:35.97Lacs) hasbeenconsideredfortradereceivableswithasignificantincreaseincredit
risk.
33a)Intheyear2010-11,CompanyhadenteredintoagreementswithIndianOilCorporationLimited(IOCL)andwasappointedasDelCredereAssociate
(DCA)cumConsignmentStockist(CS)ofIOCLforpolymerproducts.ToindemnifyIOCLagainstanypossiblelossonaccountofbaddebts,non-
payment by BLS Polymers Ltd., etc. as specified in the agreements, Company had deposited requisite bank guarantees with it.
b)ThecompanyhasavailedDealerFinanceLimitofINR1,000LacsfromBankofBarodaunder“DealerFinanceProgramwithIndianOilCorporation
Ltd”ofwhichINR863.70Lacs(March31,2024:INR992.72LacsandMarch31,2023:897.00Lacs)wasavailedasonMarch31,2025.Thepayment
under this facility was made to Indian Oil Corporation Ltd. on behalf of customers and subsequently collected from customers.
319BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
34Employee Benefits
Disclosure of gratuity (non-funded)
TheCompanyprovidesforgratuityforemployeesinIndiaasperthePaymentofGratuityAct,1972.Employeeswhoareincontinuousservicefora
periodof5yearsareeligibleforgratuity.Theamountofgratuitypayableonretirement/terminationistheemployeeslastdrawnbasicsalaryper
month computed proportionately for 15 days salary multiplied for the number of years of service.
Net Asset / (Liability) recognized in the Balance Sheet (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Present Value of the Obligation 61.43 74.02 67.10
Fair Value of Plan Assets - - -
Net Asset / (Liability) recognized in the Balance Sheet (61.43) (74.02) (67.10)
Reconciliation of Present value of Obligations :
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Present value of the obligation at the beginning of the year 74.02 67.10 64.87
Interest cost 5.37 5 .03 4 .70
Current service cost 9.33 9 .85 9 .39
Benefits paid (if any) (30.25) ( 1.35) ( 9.13)
Actuarial (gain)/loss 2.96 ( 6.61) ( 2.73)
Present value of the obligation at the end of the year 61.43 74.02 67.10
Expenses recognized in the statement of Profit and Loss Account :
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest Cost 5 .37 5 .03 4 .70
Current Service Cost 9 .33 9 .85 9 .39
Expenses recognized in the statement of Profit and Loss Account 14.70 14.88 14.09
Current / Non-current bifurcation
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Current Benefit Obligation 11.74 19.21 21.10
Non - current Benefit Obligation 49.69 54.81 46.00
Liability recognised in Balance Sheet 61.43 74.02 67.10
Amount recognised in other comprehensive income:
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Amount recognised in OCI, beginning of the year 9 .34 2.73 -
Actuarial loss/(gain):
change in financial assumptions ( 1.50) - -
change in demographic assumptions - - -
experience variance (i.e. Actual experience vs assumptions) ( 1.46) 6 .61 2 .73
Return on plan assets, excluding amount recognised in net interest expense - - -
Amount recognised in OCI, at the end of the year 6 .38 9 .34 2 .73
Total Defined Benefit Cost/(Income) included in Profit & Loss and Other Comprehensive Income
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Amount recognized in Profit and loss, End of Year 14.70 14.88 14.09
Amount recognized in Other Comprehensive Income, End of Year 2 .96 ( 6.61) ( 2.73)
Total Net Defined Benefit Cost/(Income) Recognized at Year-End 17.66 8 .27 11.36
The principal assumptions used in determining gratuity liability for the Company's plans are shown below:
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Discount Rate 6.75% 7.25% 7.50%
Rate of increase in Compensation 5.00% 5.00% 5.00%
Rate of Return on Plan Assets 0.00% 0.00% 0.00%
Average Outstanding Service of Employees up to Retirement (years) 20.4 21.2 21.8
The discount rate is based upon the market yields available on Government bonds at the accounting date with a term that matches that of the
liabilities.
Theestimatesoffuturesalaryincreasesconsideredinactuarialvaluation,takeaccountofinflation,seniority,promotionandotherrelevantfactors,
such as supply and demand in the employment market.
320BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
35 Segment Reporting
(a) Primary Segment Reporting (by Business segment)
i)TheCompanyhastworeportablesegmentViz.PolymerandTrading,whichhavebeenidentifiedinlinewiththeIndianAccountingstandard108onOperatingSegment,takingintoaccountthe organizational
structure as well as differential risk and return of these segments.
ii) Information about primary segment are as follows:
(Amount in INR Lacs)
FY 2024-25 FY 2023-24 FY 2022-23
Particulars
Polymer Division Trading Total Polymer Division Trading Total Polymer Division Trading Total
REVENUE
External Sales 24,162.23 8,681.36 32,843.59 25,441.56 4,194.27 29,635.23 27,703.11 3,758.50 31,461.61
Inter Segment Sales - - - - - - - - -
Total Revenue 24,162.23 8,681.36 32,843.59 25,441.56 4,194.27 29,635.23 27,703.11 3,758.50 31,461.61
RESULTS
Segment Results 3 ,456.87 2 38.55 3,695.42 1 ,636.32 2 48.24 1,884.56 1,429.05 1 73.91 1,602.96
Unallocated Corporate Expenses - - - - - - - - -
Unallocated Other Income - - - - - - - - -
Operating Profit - - 3,695.42 - - 1 ,884.56 - - 1 ,602.96
Interest Expenses - - ( 868.37) - - (915.23) - - (727.44)
Income Taxes - - ( 713.45) - - (217.13) - - (250.54)
Net Profit 2,113.60 752.20 624.98
OTHER INFORMATION
Segment Assets 16,965.31 9 48.85 17,914.16 1 5,373.62 1,475.33 1 6,848.95 1 5,189.26 9 37.18 1 6,126.44
Total Assets 17,914.16 16,848.95 16,126.44
Segment Liabilities 17,039.69 8 31.27 17,870.96 1 4,106.62 2,723.56 1 6,830.18 1 5,297.76 8 16.14 1 6,113.90
Unallocated Corporate Liabilities - - 43.20 - - 1 8.77 - - 1 2.54
Total Liabilities 17,914.16 16,848.95 16,126.44
Capital Expenditure 154.76 - 1 54.76 285.45 - 285.45 403.72 0.50 404.22
Depreciation 307.46 - 3 07.46 270.82 - 270.82 243.83 0.01 243.84
Non Cash Expenditure other than
depreciation - - - - - - - - -
321BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
(b) Secondary Segment Reporting (by Geographical demarcation): (Amount in INR Lacs)
i) The secondary Segment is based on geographical demarcation i.e. India and Rest of the world
ii) Information about secondary segments are as follows:
FY 2024-25 FY 2023-24 FY 2022-23
Particulars
Rest of the Rest of the Rest of the
India Total India Total India Total
world world world
Segment Revenue 30,075.96 2,767.63 32,843.59 28,440.95 1,194.88 29,635.83 30,117.85 1,343.76 31,461.61
Segment Assets 16,835.12 1,079.04 17,914.16 16,762.91 86.04 16,848.95 15,727.51 398.93 16,126.44
Capital Expenditure 154.76 - 154.76 285.45 - 285.45 403.72 - 403.72
(c) Further, from one customer the company has revenue of INR 7,548.13 lacs (March 31, 2024: Nil , March 31, 2023: INR 3,483.50 lacs) more than 10% of the total revenue from operations.
322BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
36FINANCIAL RISK MANAGEMENT
TheactivitiesoftheCompanyexposesittoanumberoffinancialrisksnamelymarketrisk,creditriskandliquidityrisk.TheCompanyseekstominimizethepotential
impactofunpredictabilityofthefinancialmarketsonitsfinancialperformance.TheCompanydoesregularlymonitor,analyseandmanagetherisksfacedbythe
Company and to set and monitor appropriate risk limits and controls for mitigation of the risks.
A MANAGEMENT OF MARKET RISK:
Marketriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketriskcomprisesoftwo
typesofrisks:interestrateriskandcurrencyraterisk.Financialinstrumentsaffectedbymarketriskincludesborrowingsandinvestments.TheCompanyhas
international trade operations and is exposed to a variety of market risks, including currency and interest rate risks.
(i) Management of interest rate risk:
Interestrateriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterestrates.TheCompany
exposuretotheriskofchangesinmarketinterestratesrelatesprimarilytotheCompany'sborrowingwithfloatinginterestrates.TheCompanyconstantlymonitorsthe
credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost
(Amount in INR Lacs)
March 31, 2025
Floating Rate Fixed rate Non-Interest bearing
Particulars Total Borrowings
borrowings borrowings borrowings
Financial Liabilities (borrowings) 7,091.86 3 00.37 - 7 ,392.23
March 31, 2024
Floating Rate Fixed rate Non-Interest bearing
Particulars Total Borrowings
borrowings borrowings borrowings
Financial Liabilities (borrowings) 7,601.08 5 32.33 3 46.76 8 ,480.17
March 31, 2023
Floating Rate Fixed rate Non-Interest bearing
Particulars Total Borrowings
borrowings borrowings borrowings
Financial Liabilities (borrowings) 7,459.70 7 30.10 7 70.17 8 ,959.97
Thefollowingtabledemonstratesthesensitivitytoareasonablypossiblechangeininterestratesonthatportionofloansandborrowingsaffected,aftertheimpactof
hedge accounting. With all other variables held constant, the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:
(Amount in INR Lacs)
As At As At As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
1% Increase in (in Interest rates) 70.92 76.01 74.60
1% decrease in (in Interest rates) (70.92) (76.01) (74.60)
(ii) Management of currency risk:
Currencyriskistheriskthatthefairvalueorfuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinforeignexchangerates.TheCompanyhas
foreigncurrencytradereceivablesandisthereforeexposedtoforeignexchangerisk.TheCompanymitigatestheforeignexchangeriskbysettingappropriateexposure
limits,periodicmonitoringoftheexposuresetc.Theexchangerateshavebeenvolatileintherecentyearsandmaycontinuetobevolatileinthefuture.Hencethe
operating results and financials of the Company may be impacted due to volatility of the rupee against foreign currencies.
Exposure to currency risk (The Company has exposure only in USD/EURO/AED converted to functional currency i.e.INR)
TheCompany'sexposuretoforeigncurrencyriskislimitedasmajorityofthetransactionsareinitsfunctionalcurrency.Asatthebalance-sheetdate,theCompanyhad
following foreign currency exposures which have not been hedged by any derivative financial instruments.
As At As At As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade Payable (USD) USD 1,137 - USD 1,94,314
Trade Payable (INR) 0.97 - 159.76
Trade Receivable (USD) USD 12,63,074 USD 1,03,197 USD 4,85,211
Trade Receivable (INR) 1,079.04 86.04 398.93
Working Capital Loan-USD USD 5,75,433 USD 7,15,090 USD 19,12,323
Working Capital Loan-(INR) 4 91.60 596.20 1,572.25
Advance to Suppliers-USD USD 1,72,418 USD 2,61,222 USD 48,997
Advance to Suppliers-(INR) 1 47.30 217.79 40.28
Advance to Suppliers-AED AED 40 AED 40 AED 40
Advance to Suppliers-(INR) 0.01 0.01 0.01
Advance to Suppliers-EUR - EUR 59.5 -
Advance to Suppliers-(INR) - 0.05 -
Forward contract outstanding for purpose of hedging as at Balance Sheet date:
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
USD 3,67,076 2,06,812 3,19,512
INR 3 13.59 172.43 262.69
323BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
Sensitivity Analysis (Amount in INR Lacs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade Payable
1% Increase in (in Functional currency) 0.01 - 1 .60
1% decrease in (in Functional currency) (0.01) - ( 1.60)
Trade Receivable
1% Increase in (in Functional currency) (10.79) (0.86) ( 3.99)
1% decrease in (in Functional currency) 10.79 0 .86 3 .99
Working Capital Loan-USD
1% Increase in (in Functional currency) 4.92 5.96 15.72
1% decrease in (in Functional currency) (4.92) (5.96) (15.72)
Advance to Suppliers-USD
1% Increase in (in Functional currency) (1.47) (2.18) ( 0.40)
1% decrease in (in Functional currency) 1.47 2.18 0 .40
Advance to Suppliers-AED
1% Increase in (in Functional currency) (0.00) (0.00) ( 0.00)
1% decrease in (in Functional currency) 0.00 0.00 0 .00
Advance to Suppliers-EUR
1% Increase in (in Functional currency) - (0.00) -
1% decrease in (in Functional currency) - 0.00 -
B MANAGEMENT OF CREDIT RISK
CreditriskreferstotheriskofdefaultonitsobligationsbyacounterpartytotheCompanyresultinginafinanciallosstotheCompany.TheCompanyisexposedtocredit
risk from its operating activities (trade receivables) and foreign exchange transactions and financial instruments.
CreditriskfromtradereceivablesismanagedthroughtheCompany’spolicies,proceduresandcontrolsrelatingtocustomercreditriskmanagementbyestablishing
creditlimits,creditapprovalsandmonitoringcreditworthinessofthecustomerstowhichtheCompanyextendscreditinthenormalcourseofbusiness.Outstanding
customer receivables are regularly monitored. The Company has no concentration of credit risk as the customer base is widely distributed.
TheCompany’shistoricalexperienceofcollectingreceivablesandthelevelofdefaultindicatethatcreditriskislowandgenerallyuniformacrossmarkets;consequently,
tradereceivablesareconsideredtobeasingleclassoffinancialassets.Alloverduecustomerbalancesareevaluatedtakingintoaccounttheageofthedues,specific
credit circumstances, the track record of the counterparty etc. Loss allowances and impairment is recognised, where considered appropriate by responsible
management.
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits and accounts in
different banks.
Trade Receivables
Tradereceivablesaregenerallyunsecuredandnoninterestbearing.Thereisnosignificantconcentrationofcreditrisk.TheCompany’screditriskmanagementpolicyin
relationtotradereceivablesinvolvesperiodicallyassessingthefinancialreliabilityofcustomers,takingintoaccounttheirfinancialposition,pastexperienceandother
factors.Theutilizationofcreditlimitsregularlymonitored.TheCompany’screditrisksmainlyconfinedtotheriskofcustomersdefaultingagainstcreditsalesmade.
OutstandingtradereceivablesareregularlymonitoredbycreditmonitoringCompany.Inrespectoftradereceivables,theCompanyrecognisesaprovisionforlifetime
expectedcreditlossesafterevaluatingtheindividualprobabilitiesofdefaultofitscustomerswhicharedulybasedontheinputsreceivedfromthemarketingteamsof
the Company.
Other financial assets measured at amortised cost
Loans and other financial assets are considered to have low credit risks since there is a low risk of default by the counter parties owing to their strong capacity to meet
contractual cash flow obligations in the near term. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts
continuously, while at the same time internal control system in place ensure the amounts are within defined limits
Credit risk exposure
Financial assets (other than trade receivables)
Company provides for expected credit losses on loans other than trade receivables by assessing individual financial instruments for expectation of any credit losses. -
Forcash&cashequivalents,otherbankbalancesandderivativefinancialinstruments-SincetheCompanydealswithonlyhigh-ratedbanksandfinancialinstitutions,
credit risk in respect of cash and cash equivalents, derivative financial instruments, other bank balances and bank deposits is evaluated as very low. -
For loans comprising security deposits paid - Credit risk is considered low because the Company is in possession of the underlying asset. -
ForotherfinancialassetsCreditriskisevaluatedbasedonCompanyknowledgeofthecreditworthinessofthosepartiesandlossallowanceismeasured.Forsuch
financialassets,theCompanypolicyistoprovidefor12monthexpectedcreditlossesuponinitialrecognitionandprovideforlifetimeexpectedcreditlossesupon
significant increase in credit risk.
(Amount in INR Lacs)
March 31, 2025
Carrying amount
Gross Expected probability Expected credit
Particulars net of impairment
carrying amount of default losses
provision
Cash deposits with banks 1.17 0.00% - 1.17
Bank Balance other than cash and cash equivalents 170.85 0.00% - 170.85
Other financial assets 1,311.40 1.71% 22.46 1,288.94
324BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
March 31, 2024
Carrying amount
Gross Expected probability Expected credit
Particulars net of impairment
carrying amount of default losses
provision
Cash deposits with banks 1.99 0.00% - 1.99
Bank Balance other than cash and cash equivalents 253.36 0.00% - 253.36
Other financial assets 382.88 5.87% 22.46 360.42
March 31, 2023
Carrying amount
Gross Expected probability Expected credit
Particulars net of impairment
carrying amount of default losses
provision
Cash deposits with banks 32.82 0.00% - 32.82
Bank Balance other than cash and cash equivalents 344.74 0.00% - 344.74
Other financial assets 146.02 15.38% 22.46 123.56
325BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
Expected credit loss for trade receivables under simplified approach (Amount in INR Lacs)
InRespectofTradeReceivables,thecompanymeasuresthelossallowanceatanamountequaltothelifetimeexpectedcreditlossesusingasimplified
approach.
March 31, 2025
Carrying
Significant
Gross Expected credit amount net of
Particulars increase in Credit Impaired
carrying amount losses impairment
credit risk
provision
Not due 4 ,357.81 - - - 4 ,357.81
Not more than 6 months 2 ,176.64 - - - 2 ,176.64
More than 6 months but less than 1 year 4 85.82 - - - 485.82
More than 1 year 6 56.42 99.36 2 67.88 303.85 352.57
Total 7,676.69 99.36 2 67.88 303.85 7 ,372.84
March 31, 2024
Carrying
Significant
Gross Expected credit amount net of
Particulars increase in Credit Impaired
carrying amount losses impairment
credit risk
provision
Not due 3 ,674.56 - - - 3 ,674.56
Not more than 6 months 2 ,290.44 - - - 2 ,290.44
More than 6 months but less than 1 year 56.74 - - - 56.74
More than 1 year 5 51.12 71.04 2 67.88 303.85 247.27
Total 6,572.86 71.04 2 67.88 303.85 6 ,269.01
March 31, 2023
Carrying
Significant
Gross Expected credit amount net of
Particulars increase in Credit Impaired
carrying amount losses impairment
credit risk
provision
Not due 5 ,102.32 - - - 5 ,102.32
Not more than 6 months 7 31.55 32.20 - - 731.55
More than 6 months but less than 1 year 41.44 1 .36 - - 41.44
More than 1 year 6 13.11 110.69 2 67.88 303.85 309.26
Total 6,488.42 144.25 2 67.88 303.85 6 ,184.57
C MANAGEMENT OF LIQUIDITY RISK:
LiquidityriskistheriskthattheCompanymaynotbeabletomeetitspresentandfuturecashobligationswithoutincurringunacceptablelosses.The
Company’sobjectiveistomaintainatalltimes,optimumlevelsofliquiditytomeetitsobligations.TheCompanycloselymonitorsitsliquiditypositionandhas
acashmanagementsystem.TheCompanymaintainsadequatesourcesoffinancingincludingdebtandoverdraftfromdomesticandinternationalbanksand
financial markets at optimized cost.
Maturities of financial liabilities
Thetablesbelowanalysethecompany’sfinancialliabilitiesintorelevantmaturitygroupings basedontheircontractual maturitiesforallnon-derivative
financialliabilities,and'Theamountsdisclosedinthetablearethecontractualundiscountedcashflows.Balancesduewithin12monthsequaltheircarrying
balances as the impact of discounting is not significant.
March 31, 2025
Less than 1
Particulars Carrying amount 1 – 3 year Above 3 years Total
year
Borrowings 7,392.23 7,325.85 66.38 - 7,392.23
Trade payable 2,746.62 2,746.62 - - 2,746.62
Lease liabilities 140.09 100.42 47.62 - 148.04
Other financial liabilities 93.85 93.85 - - 93.85
Total 10,372.79 10,266.74 114.00 - 10,380.74
March 31, 2024
Less than 1
Particulars Carrying amount 1 – 3 year Above 3 years Total
year
Borrowings 9,376.69 9,076.32 300.37 - 9,376.69
Trade payable 1,997.56 1,997.56 - - 1,997.56
Lease liabilities 204.24 97.01 127.37 - 224.38
Other financial liabilities 156.04 156.04 - - 156.04
Total 11,734.53 11,326.93 427.74 - 11,754.67
326BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
(Amount in INR Lacs)
March 31, 2023
Less than 1
Particulars Carrying amount 1 – 3 year Above 3 years Total
year
Borrowings 8,959.97 8,455.27 504.70 - 8,959.97
Trade payable 2,629.03 2,629.03 - - 2,629.03
Lease liabilities 83.73 74.68 12.10 - 86.78
Other financial liabilities 98.74 98.74 - - 98.74
Total 11,771.47 11,257.72 516.80 - 11,774.52
D Fair value measurement
Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:
Level 1: Quoted prices for identical instruments in an active market;
Level 2: Directly (i.e., as prices) or indirectly (i.e., derived from prices) observable market inputs, other than Level 1 inputs; and.
Level3:Inputswhicharenotbasedonobservablemarketdata(unobservableinputs).Fairvaluesaredeterminedinwholeorinpartusinganetassetvalueor
valuationmodelbasedonassumptionsthatareneithersupportedbypricesfromobservablecurrentmarkettransactionsinthesameinstrumentnorarethey
based on available market data.
Financial assets and liabilities measured at fair value - recurring fair value measurements
OntheadoptionofIndASforfirsttimeCompanyhasnotmeasureditsAssetsandLiabilitiesatFairValueandthesamepolicyhasbeenadoptedbythe
company for all the relevant period.
Financial assets and liabilities measured at amortised cost
The following table presents the fair value hierarchy of assets and liabilities measured at amortised cost:
(Amount in INR Lacs)
Fair value Fair Value as at Fair Value as at Fair Value as at
Particulars
hierarchy March, 31 2025 March, 31 2024 March, 31 2023
Financial assets
a) Measured at amortised cost
i) Cash and cash equivalent L3 1.17 1.99 32.82
ii) Bank Balance other than cash and cash equivalents L3 1 70.85 253.36 344.74
iii) Trade receivables L3 7 ,372.84 6 ,269.01 6 ,184.57
iv) Other non current financial assets L3 30.98 27.33 7.20
v) Other current financial assets L3 1 ,257.96 333.09 116.36
Total Financial assets 8,833.80 6 ,884.78 6 ,685.69
Financial Liabilities
a) Measured at amortised cost
i) Cash Credit facilities L3 3 ,222.97 2 ,739.73 2 ,789.58
ii)Term loans L3 3 00.37 532.33 730.10
iii) Trade payables L3 2 ,746.62 1 ,997.56 2 ,629.03
iv) Other Current loans L3 3 ,868.89 6 ,104.63 5 ,440.29
v) Other current financial liabilities (excluding derivative liability) L3 91.11 156.04 98.74
vi) Lease liability L3 1 40.09 204.24 83.73
Total financial liabilities 10,370.05 1 1,734.53 11,771.47
Financial assets and liabilities measured at fair value
The following table presents the fair value hierarchy of liabilities measured at fair value:
Fair value Fair Value as at Fair Value as at Fair Value as at
Particulars
hierarchy March, 31 2025 March, 31 2024 March, 31 2023
Financial Liabilities
a) Measured at fair value
i) Other current financial liabilities
Derivative liability L3 2.74 - -
a).Thecarryingamountloans,investment,tradereceivables,otherbankbalances,cashandcashequivalents,tradepayablesandotherfinancialliabilities
which are short term in nature are considered to same as their fair values.
b).AllthelongtermborrowingfacilitiesavailedbytheCompanyfromunrelatedpartiesarefixedratefacilitieswhicharenotsubjecttochangesinunderlying
interest rate indices. Hence fair value is not significantly different from the carrying value.
c).Allfinancialassetsandfinancialliabilitiesareclassifiedaslevel3fairvaluesinthefairvaluehierarchyduetotheuseofunobservableinputs,includingown
credit risk.
327BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
37 Leases
Impact of adoption of Ind AS 116 on Balance Sheet (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Balance of lease liabilities at the beginning of the year 2 04.24 8 3.73 1 48.42
Additions during the year 2 8.64 2 25.93 -
Interest cost accrued during the year 1 4.56 1 1.71 9.86
Payments during the year 1 07.35 1 17.13 7 4.55
Balance of lease liabilities at the end of the year 1 40.09 2 04.24 8 3.73
Classification as :
Current 9 2.87 8 3.77 7 2.01
Non-Current 4 7.22 1 20.47 1 1.72
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest on Lease Liability 1 4.56 1 1.71 9.86
Depreciation on Right-of-use Assets 9 9.20 7 8.40 6 7.80
The weighted average incremental borrowing rate applied to lease liabilities is 8.76%
The amount of ROU assets and lease liabilities recognised in the balance sheet are disclosed in Note 3.3 and Note 14 respectively.
38 Disclosures in respect of related parties pursuant to Ind AS 24
I. List of Related parties & relationships, where control exists: NIL
II. Other related parties & relationships with whom transactions had taken place during the year:
(a) Key Managerial Personnel and other Directors Mr. Vinod Aggarwal (Director)
Mr. Karan Aggarwal (Managing Director)
(w.e.f. 20- May- 2025)
Mr. Mohit Kumar (Independent Director)
(upto 07-April-2025)
Ms. Kalpana Gaur (Independent Director)
(upto 07-April-2025)
Mr. Dinesh Sharma (Wholetime Director)
Mr. Siddharth Aggarwal (Company Secretary)
(upto 22- March- 2024)
Mr. Arvind Kumar Agarwal (Chief Financial Officer)
(w.e.f. 07- April- 2025)
Ms. Shivani Mishra (Independent Director)
(w.e.f. 07- April- 2025)
Mr. Arun Kumar Verma (Independent Director)
(w.e.f. 07- April- 2025)
Mr. Parveen Kumar Goyal (Independent Director)
(w.e.f. 07- April- 2025)
Mrs. Neha Kumar Sunit (Company Secretary)
(w.e.f 28-May-2025)
(b) Relatives of Key Managerial Personnel Mr. Diwakar Aggarwal
Mr. Sushil Aggarwal
Mr. Madhukar Aggarwal
Mrs. Alka Aggarwal
Mr. Gaurav Aggarwal
Mrs. Ruchita Aggarwal
Mrs. Lakshmi Aggarwal
Mrs. Priyanka Aggarwal
Mrs. Rachna Aggarwal
Mrs. Vibha Sharma
(c) Other enterprises over which person(s) referred to in (a) & (b) above are able to exercise significant influence
B.L. & Sons Limited
BLS Infrastructure Limited
Basant India Limited
BLS Sumer Joint Ventures
Bio Resurge Life Coaching Health Services Pvt. Ltd.
BLS E-Solutions Pvt. Ltd.
Vinod Aggarwal & Others
Vinsul Makardi Limited
328BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
III. Transaction with Related Parties (Amount in INR Lacs)
Particulars 2024-25 2023-24 2022-23
(a) Key Managerial Personnel
Remuneration / Perquisite / Professional Fess / Mr. Vinod Aggarwal - 53.10 38.94
Reimbursement Given Mr. Dinesh Sharma 12.16 10.61 10.53
Mr. Siddharth Aggarwal - 9.41 7.85
Rent Given Mr. Vinod Aggarwal 0.12 0.12 0.12
Mr. Karan Aggarwal 8.68 8.68 8.04
Imprest Given Mr. Karan Aggarwal 2 0.89 13.20 22.99
Mr. Dinesh Sharma 2.80 2.50 1.82
Mr. Siddharth Aggarwal - 0.02 -
Outstanding as at year end:
Remuneration / Professional Fees Payable Mr. Vinod Aggarwal - 4.05 2.97
Remuneration Payable Mr. Dinesh Sharma 0.84 0.89 0.79
Remuneration Payable Mr. Siddharth Aggarwal - 0.58 0.63
Rent Payable Mr. Vinod Aggarwal 0.04 0.06 0.04
Amount Receivable as at year end:
Imprest payable Mr. Dinesh Sharma 0.27 0.20 -
(b) Relatives of Key Managerial Personnel
Remuneration / Perquisite / Professional Fess / Reimbursement Given Mrs. Alka Aggarwal - 35.40 35.40
Mrs. Lakshmi Aggarwal - 38.94 38.94
Mrs. Priyanka Aggarwal - 42.48 42.48
Mrs. Ruchita Aggarwal - 46.02 46.02
Mrs. Rachna Aggarwal - 18.00 18.00
Mrs. Vibha Sharma 8.23 7.78 7.72
Rent Given Mr. Sushil Aggarwal 0.12 0.12 0.12
Mr. Diwakar Aggarwal 8.80 8.80 8.16
Mr. Madhukar Aggarwal 0.12 0.12 0.12
Imprest Given Mr. Gaurav Aggarwal 14.43 9.08 9.85
Mrs. Priyanka Aggarwal - 0.59 -
Outstanding as at year end:
Remuneration / Professional Fees Payable Mrs. Alka Aggarwal - 2.70 2.70
Mrs. Lakshmi Aggarwal - 2.97 1.75
Mrs. Priyanka Aggarwal - 3.24 2.57
Mrs. Ruchita Agarwal - 3.51 3.51
Mrs. Rachna Aggarwal - 1.35 0.50
Mrs. Vibha Sharma 0.64 0.65 0.59
Loan Payable Mr. Sushil Aggarwal - 29.89 29.89
Rent Payable Mr. Sushil Aggarwal 0.04 0.06 0.04
Mr. Diwakar Aggarwal 0.03 0.05 0.03
Mr. Madhukar Aggarwal 0.04 0.06 0.04
Mrs. Gaurav Aggarwal - 0.05 -
(c) Other enterprises over which person(s) referred to in
Rent Given Vinod Aggarwal & Others 0.02 0.00 0.00
Sale Vinsul makardi Limited 330.40 946.29 -
Purchase Vinsul makardi Limited 151.43 - -
Letter of comfort (Financial Guarantee) given Vinsul makardi Limited 900.00 - -
Comission on Letter of comfort (Financial Guarantee) Vinsul makardi Limited 9.00 - -
Outstanding as at year end:
Rent Payable Vinod Aggarwal & Others 0.02 0.00 0.00
Loan payable Basant India Ltd. - 927.38 -
Amount Receivable as at year end: Vinsul makardi Limited 787.65 813.15 -
329BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
39 Supplementary statutory information (Amount in INR Lacs)
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
a) CIF Value of Imports
i) Raw Materials 3,931.58 6,643.47 6,669.11
ii) Capital Goods - 13.57 6.58
iii) Stores & Spares 27.28 - -
b) Expenditure in Foreign Currency (Accrual basis)
i) Travelling Expenses 43.17 45.00 29.41
c) Foreign Exchange Earnings
i) FOB Value of Exports 2,717.46 1,358.05 1,347.56
40 Imported & Indigenous Raw Materials (including Components) consumption :
For the Year ended For the Year ended For the Year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
INR % INR % INR %
a) Imported 4 ,956.59 26.18% 7,306.84 34.80% 6,548.32 28.18%
b) Indigenous 1 3,975.48 73.82% 13,687.03 65.20% 16,690.49 71.82%
Total 1 8,932.07 100.00% 20,993.87 100.00% 2 3,238.81 100.00%
41 Other statutory information:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency.
(v)TheCompanyhasnotadvancedorloanedorinvestedfundstoanyotherperson(s)orentity(ies),includingforeignentities(Intermediaries)withtheunderstandingthatthe
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
(vi) 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 Company shall:
(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
(vii)TheCompanyhasnotmadeanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthetax
assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(x) The Company has not entered into any scheme of arrangement which has an accounting impact on the Restated Financial Information.
42Capital management
ForthepurposeoftheCompany’scapitalmanagement,capitalincludesissuedequitycapitalandallotherequityreservesattributabletotheequityholdersoftheCompany.Theprimary
objective of the Company’s capital management is to maximise the shareholder value.
TheCompanymanagesitscapitalstructureandmakesadjustmentsinlightofchangesineconomicconditionsandtherequirementsofthefinancialcovenants.Tomaintainoradjustthe
capitalstructure,theCompanymayadjustthedividendpaymenttoshareholders,returncapitaltoshareholdersorissuenewshares.TheCompanymonitorscapitalusingagearingratio,
whichisnetdebtdividedbytotalcapitalplusnetdebt.TheCompany’spolicyistoplanistoensurethatthegearingratio(debtequityratio)iswellwithinthelimit.TheCompanyincludes
within net debt, loans and borrowings, lease liabilities, less cash and cash equivalents.
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Net debt (Refer note (i) below) (A) 7,360.30 9,325.58 8,666.14
Total Equity (Refer note (ii) below) (B) 6,794.19 4,682.72 3,925.75
Capital and net debt (A+B=C) 14,154.49 14,008.30 12,591.89
Gearing ratio (A/C) 52.00% 66.57% 68.82%
(i) Net Debt comprises of total borrowings and lease liabilities reduced by Cash and cash equivalents and Other bank balances
(ii) Total Equity comprises of equity share capital and other equity.
43 TradeReceivablesincludeforeigncurrencyreceivablesamountingtoINR35.23Lacs(March31,2024:INR50.53LacsandMarch31,2023:17.94Lacs) whichisoutstandingformorethan
ninemonthsfromthedateoftransaction.ThesameresultinnoncomplianceofcertainprovisionsunderForeignExchangeManagementAct(FEMA)1999.Managementhassubmitted
thenecessaryapprovalrequeststotheauthoriseddealertogetanextensionforthesereceivablesandundertaketheserealizationsattheearliestposttheapprovals.Managementbasis
its assessment believes that approvals will be obtained in due course and no adjustments are required in the financial statements in this regard.
44 DuringthefinancialyearendedMarch31,2025,theCompanyearneddiscountincome/quantitydiscountofINR 1620.82Lacsontargetachievement,primarilyfromoneofitskey
vendors.AsatMarch31,2025,thebalanceofdiscountreceivablestandsatINR 1147.26Lacs.Basedonthetermsoftheagreement/understandingwiththevendorandtheannual
quantityachieved,managementbelievesthereisvirtualcertaintyregardingtherecoveryoftheaforesaiddiscountincomereceivable.Managementbelievesthatthesetransactionshave
been undertaken in the normal course of business and no further adjustments are required to be considered in these financial statements.
45 DuringthefinancialyearendedMarch31,2025,theCompanyhaswrittenbackcertainlongoutstandingunsecuredloansandliabilitiesamountingtoINR414.39Lacs(March31,2024:
279.80LacsandMarch31,2023:78.51Lacs)thathadremainedunpaidformorethanthreeyearsandweredeterminedtobenolongerpayable.Thewrite-backhasbeenrecordedbased
on management’s assessment and evaluation of the underlying obligations.
330BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
46 First time adoption of Ind AS
TheRestatedfinancialstatements,fortheyearendedMarch31,2025,arethefirstfinancialstatements,thecompanyhaspreparedinaccordancewith
IndAS.FortheyearsendedMarch31,2024,thecompanyprepareditsfinancialstatementsinaccordancewithaccountingstandardsnotifiedunder
section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 ("IGAAP" or "Previous GAAP").
Accordingly,thecompanyhaspreparedtheseRestatedfinancialinformationwhichcomplywithIndASapplicablefortheyearendedonMarch31,2025,
togetherwiththecomparativeperioddataasatandfortheyearendedMarch31,2024andMarch31,2023,asdescribedinthesummaryofmaterial
accountingpolicies.Inpreparingthesefinancialstatements,thecompanyhasconsideredIndAStransitiondateApril01,2023.Thisnoteexplainsthe
principaladjustmentsmadebythecompanyinrestatingitsIGAAPRestatedfinancialstatements,includingtheRestatedfinancialstatementsasatandfor
the year ended March 31, 2023 and March 31, 2024 including the opening transition date of April 01, 2022.
I.Reconciliation between IGAAP and Ind AS
1.Reconciliation of the assets and liabilities presented in the balance sheet prepared as per IGAAP and as per Ind AS as at March 31, 2024 is as follows:
Note As per IGAAP Reclassifications Remeasurement Prior period As per Ind AS
March 31, 2024 adjustment March 31, 2024
Assets
Non-Current Assets
(a) Property, Plant and Equipment 4 1,918.53 (94.18) - - 1,824.35
(b) Right of use assets 2, 4 - 94.13 2 03.63 - 297.76
(c) Other Intangible assets 1 .96 - - - 1 .96
(d) Financial Assets
(i) Other financial assets 1, 4 - 32.49 ( 5.16) - 27.33
(ii) Long-term loans and advances 4 13.61 (13.61) - - -
(e) Other non current assets 1, 4 31.84 9 .98 ( 28.21) - 13.61
1 ,965.94 28.81 1 70.26 - 2 ,165.01
Current Assets
(a) Inventories 6,243.56 - - - 6,243.56
(b) Financial Assets
(i) Trade receivables 4, 6 6,559.66 (12.30) (278.35) - 6,269.01
(ii) Cash and cash equivalents 4 255.35 ( 253.36) - - 1 .99
(iii) Bank Balance other than cash and cash equivalents 4 - 253.36 - - 253.36
(iv) Short-term loans and advances 4 1,195.47 ( 1,195.47) - - -
(v) Other Financial assets 4 - 333.09 - - 333.09
(c) Other current Assets 4 737.06 845.87 - - 1,582.93
1 4,991.10 (28.81) (278.35) - 1 4,683.94
Total Assets 1 6,957.04 - (108.09) - 1 6,848.95
Equity & Liabilities
Equity
(a) Equity Share Capital 960.17 - - - 960.17
(b) Other Equity 3,937.30 - (214.75) - 3,722.55
4 ,897.47 - (214.75) - 4 ,682.72
Liability
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 300.36 - - - 300.36
(ia) Lease Liability 2 - - 1 20.47 - 120.47
(b) Provisions 54.81 - - - 54.81
(c) Deferred tax liabilities (net) 3 116.35 - ( 97.58) - 18.77
471.52 - 2 2.89 - 494.41
Current liabilities
(a) Financial Liabilities
(i) Borrowings 4 9,106.70 (30.37) - - 9,076.33
(ia) Lease Liability 2 - - 8 3.77 - 83.77
(ii) Trade payables
a) Total outstanding dues of micro enterprises
and small enterprises 147.77 - - - 147.77
b) Total outstanding dues of creditor other
than micro enterprises and small enterprises 1,849.79 - - - 1,849.79
(iii) Other Financial Liability 4 - 156.04 - - 156.04
(b) Other Current liability 4 319.97 ( 125.67) - - 194.30
(c) Provision 163.82 - - - 163.82
1 1,588.05 - 8 3.77 - 1 1,671.82
Total Equity & Liability 1 6,957.04 - (108.09) - 1 6,848.95
331BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
1.1ReconciliationoftheincomeandexpensespresentedinthestatementofprofitandlosspreparedasperIGAAPandasperIndASfortheyearended
March 31, 2024 is as follows:
Note As per IGAAP Reclassifications Remeasurement Prior period As per Ind AS
March 31, 2024 adjustment March 31, 2024
INCOME
I Revenue From Operations (Net) 2 9,635.83 - - - 2 9,635.83
II Other Income 1 512.66 - 1.95 - 514.61
III Total Income (I + II) 3 0,148.49 - 1.95 - 3 0,150.44
EXPENSES
Cost of materials consumed 2 0,993.87 - - - 2 0,993.87
Purchase of traded goods 4,097.38 - - - 4,097.38
(Increase)/ decrease in inventories of finished goods, stock-
in-transit, work-in-progress & traded goods (226.70) - - - -226.70
Employee benefit expenses 7 717.02 - 6.61 - 723.63
Depreciation and amortization expenses 2 193.71 0.01 7 7.10 - 270.82
Finance costs 2 903.52 - 1 1.71 - 915.23
Other expenses 2 2,524.00 - (117.12) - 2,406.88
IV Total Expenses (IV) 2 9,202.80 0 .01 ( 21.70) - 2 9,181.11
V Profit before tax (III-IV) 945.69 (0.01) 2 3.65 - 969.33
Tax expense
- Current tax 203.94 - - - 203.94
- Deferred tax charge/(credit) 4 .39 - - - 4 .39
- Tax in respect of earlier years 8 .80 - - - 8 .80
VI Total tax expense 217.13 - - - 217.13
VII Profit for the year (V-VI) 728.56 (0.01) 2 3.65 - 752.20
VIIIOther comprehensive income/(expenses)
(i) Items that will not to be reclassified to profit or loss
Remeasurements of the defined benefit plans 7 - - 6.61 - 6 .61
Income tax effect 7 - - ( 1.84) ( 1.84)
(ii) Items that will be reclassified to profit or loss - - - - -
IX Total Comprehensive Income for the year (VII + VIII) 728.56 (0.01) 2 8.42 - 756.97
332BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
1.2 ReconciliationoftheassetsandliabilitiespresentedinthebalancesheetpreparedasperIGAAPandasperIndASasatMarch31,2023isas
follows:
As per IGAAP Reclassifications Remeasurement Prior period As per Ind AS
March 31, 2023 adjustment March 31, 2023
Assets
Non-Current Assets
(a) Property, Plant and Equipment 4 1,826.48 (95.43) - - 1,731.05
(b) Right of use assets 2, 4 - 9 5.43 4 9.91 - 1 45.34
(c) Other Intangible assets 2.49 - - - 2.49
(d) Financial Assets -
(i) Other financial assets 1, 4 - 8.77 (1.57) - 7.20
(ii) Long-term loans and advances 4 17.20 (17.20) - - -
(e) Other non current assets 1, 4 8.13 9 .07 - - 17.20
1,854.30 0.64 4 8.34 - 1,903.28
Current Assets
(a) Inventories 6,459.13 - - - 6,459.13
(b) Financial Assets -
(i) Trade receivables 4, 6 6,473.61 (10.68) (278.36) - 6,184.57
(ii) Cash and cash equivalents 4 3 77.56 (344.74) - - 32.82
(iii) Bank Balance other than cash and cash equivalents 4 - 344.74 - - 3 44.74
(iv) Other Financial assets 4 - 116.36 - - 1 16.36
(v) Short-term loans and advances 4 3 38.06 (338.06) - - -
(c) Other current Assets 4, 6 8 82.64 231.73 ( 28.83) - 1,085.54
14,531.00 ( 0.65) (307.19) - 14,223.16
Total Assets 16,385.30 ( 0.01) (258.85) - 16,126.44
Equity & Liabilities
Equity
(a) Equity Share Capital 9 60.17 - - - 9 60.17
(b) Other Equity 3,208.74 - (243.16) - 2,965.58
4,168.91 - (243.16) - 3,925.75
Liability
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 5 04.70 - - - 5 04.70
(ia) Lease Liability 2 - - 1 1.72 - 11.72
(b) Provisions 46.00 - - - 46.00
(c) Deferred tax liabilities (net) 3 1 11.96 - ( 99.42) - 12.54
6 62.66 - ( 87.70) - 5 74.96
Current liabilities
(a) Financial Liabilities
(i) Borrowings 4 8,455.27 - - - 8,455.27
(ia) Lease Liability 2 - - 7 2.01 - 72.01
(ii) Trade payables
a) Total outstanding dues of micro
enterprises and small enterprises 2 66.31 - - - 2 66.31
b) Total outstanding dues of creditor other
than micro enterprises and small 2,362.72 - - - 2,362.72
(iii) Otehnetre Fripnraisnecsial Liability 4 - 9 8.74 - - 98.74
(b) Other Current liability 4 2 98.48 (98.74) - - 1 99.74
(c) Provision 1 70.95 ( 0.01) - - 1 70.94
11,553.73 ( 0.01) 7 2.01 - 11,625.73
Total Equity & Liability 16,385.30 ( 0.01) (258.85) - 16,126.44
333BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
1.3ReconciliationoftheincomeandexpensespresentedinthestatementofprofitandlosspreparedasperIGAAPandasperIndASfortheyear
ended March 31, 2023 is as follows:
Note As per IGAAP Reclassifications Remeasurement Prior period As per Ind AS
March 31, 2023 adjustment March 31, 2023
INCOME
I Revenue From Operations (Net) 31,461.61 - - - 31,461.61
II Other Income 1 214.30 - 1 .64 - 215.94
III Total Income (I + II) 31,675.91 - 1 .64 - 31,677.55
EXPENSES
Cost of materials consumed 2 3,238.81 - - - 23,238.81
Purchase of traded goods 4,163.18 - - - 4 ,163.18
(Increase)/ decrease in inventories of finished goods,
stock-in-transit, work-in-progress & traded goods
(647.86) - - - (647.86)
Employee benefit expenses 7 703.94 - 2 .73 - 706.67
Depreciation and amortization expenses 4 177.33 0.01 66.50 - 243.84
Finance costs 2 717.58 - 9 .86 - 727.44
Other expenses 2 2,444.51 - (74.56) - 2 ,369.95
IV Total Expenses (IV) 30,797.49 0.01 4.53 - 30,802.03
V Profit before tax (III-IV) 878.42 (0.01) (2.89) - 875.52
Tax expense
- Current tax 238.25 - - - 238.25
- Deferred tax charge/(credit) 10.40 - - - 10.40
- Tax in respect of earlier years 1 .89 - - - 1.89
VI Total tax expense 250.54 - - - 250.54
VII Profit for the year (V-VI) 627.88 (0.01) (2.89) - 624.98
VIIIOther comprehensive income/(expenses)
(i) Items that will not to be reclassified to profit or loss
Remeasurements of the defined benefit plans 7 - - 2 .73 - 2.73
Income tax effect 7 - - ( 0.76) - (0.76)
(ii) Items that will be reclassified to profit or loss - - - - -
IX Total Comprehensive Income for the year (VII + VIII) 627.88 (0.01) (0.92) - 626.95
334BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
1.4 Reconciliation of the assets and liabilities presented in the balance sheet prepared as per IGAAP and as per Ind AS as at April 1, 2022 is as follows:
Particulars Note As per IGAAP Reclassifications Remeasurement Prior period As per Ind AS
April 1, 2022 adjustment April 1, 2022
ASSETS
Non-current assets
(a) Property, Plant and Equipment 4 1,601.00 (96.73) - - 1,504.27
(b) Right of use assets 2, 4 - 96.73 116.41 - 213.14
(c) Other Intangible assets 4 .28 - - - 4 .28
(d) Financial Assets
(i) Other financial assets 4 - - 4 4.25 - 44.25
(ii) Long-term loans and advances 4 24.63 (24.63) - - -
(e) Other non current assets 1, 4 1 .00 16.20 - - 17.20
1 ,630.91 (8.43) 160.66 - 1 ,783.14
Current assets
(a) Inventories 4,673.32 - - - 4,673.32
(b) Financial Assets
(i) Trade receivables 4, 6 6,215.71 (17.98) (268.13) - 5,929.60
(ii) Cash and cash equivalents 4 289.49 ( 180.41) - - 109.08
(iii) Bank Balance other than cash and cash equivalents 4 180.41 - - 180.41
(iv) Other Financial assets 1 - - 2 4.32 - 24.32
(v) Short-term loans and advances 4 612.47 ( 612.47) - - -
(c) Other current assets 160.41 531.26 - - 691.67
1 1,951.40 ( 99.19) (243.81) - 1 1,608.40
Total Assets 1 3,582.31 ( 107.62) (83.15) - 1 3,391.54
Equity & Liabilities
Equity
(a) Equity Share Capital 960.17 - - - 960.17
(b) Other Equity 2,580.87 - (239.01) - 2,341.86
3 ,541.04 - (239.01) - 3 ,302.03
Liability
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 640.56 - - - 640.56
(ia) Lease Liability 2 - 148.42 - 148.42
(b) Provisions 43.69 - - - 43.69
(c) Deferred tax liabilities (net) 3 101.56 - (100.18) - 1 .38
785.81 - 4 8.24 - 834.05
Current liabilities
(a) Financial Liabilities
(i) Borrowings 4 6,422.46 - - - 6,422.46
(ia) Lease Liability 2 - - - - -
(ii) Trade payables
a) Total outstanding dues of micro enterprises
and small enterprises 148.47 - - - 148.47
b) Total outstanding dues of creditor other than
micro enterprises and small enterprises 2,262.51 - - - 2,262.51
(iii) Other Financial Liability 4 - 81.93 - - 81.93
(b) Other Current liability 4 271.40 (81.93) - - 189.47
(c) Provisions 150.62 - - - 150.62
9 ,255.46 - - - 9 ,255.46
Total Equity & Liability 1 3,582.31 - (190.77) - 1 3,391.54
335BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
Reconciliation between IGAAP and Ind AS
ThefollowingreconciliationsprovidetheexplanationandqualificationofthedifferencesarisingfromthetransitionfrompreviousGAAPtoIndASin
accordance with Ind AS 101, First time adoption of Indian Accounting Standards.
II.Reconciliation of total equity as at March 31, 2024, March 31, 2023 and April 01, 2022
Note As At As At As At
March 31, 2024 March 31, 2023 April 01, 2022
Total equity (shareholder's funds) as per IGAAP (A) 4 ,897.47 4 ,168.91 3 ,541.04
Ind AS Adjustments
Expected credit loss allowance on trade receivables 6 (268.13) (268.13) (268.13)
Expected credit loss allowance on Other Receivables 6 (16.59) (16.59) (16.59)
Expected credit loss allowance on Security Deposit 6 (22.46) (22.46) (22.46)
Interest on Lease Liability 2 (11.71) ( 9.86) (14.77)
Amortisation of ROU Asset 2 (77.10) (66.50) (64.86)
Ind AS adjustment for (ROU/ Lease liability & deferred tax) 2, 3 64.77 64.94 7 1.59
Rent expense reversal 2 117.12 7 4.56 7 6.21
Interest income on security deposit 1 1.95 1.64 -
Tax effect on re-measurement gain/ (loss) on defined benefit plans 7 ( 2.60) ( 0.76) -
Total Adjustment (B) ( 214.75) ( 243.16) ( 239.01)
Total equity as per Ind AS (A+B) 4 ,682.72 3 ,925.75 3 ,302.03
Reconciliation of total comprehensive income for the year ended March 31, 2024, and March 31, 2023
Note March 31, 2024 March 31, 2023
Profit / (Loss) after tax as per previous GAAP (A) 728.56 627.88
Ind AS Adjustments:
Amortisation of ROU Asset 2 77.10 66.50
Interest cost on Lease liability 2 11.71 9 .86
Rent expense reversal 2 (117.12) (74.56)
Interest income on security deposit 1 ( 1.95) ( 1.64)
Actuarial Adjustment 7 6 .61 2 .73
Reclassification Adjustments:
Depreciation and amortization expenses 4 0 .01 0 .01
Total adjustments (B) (23.64) 2 .90
Profit / (Loss) as per Ind AS (A-B)=C 752.20 624.98
Other comprehensive income/(expenses) (D) 7 4 .77 1 .97
Total comprehensive income as per Ind AS (C+D) 756.97 626.95
336BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
A. Exemptions availed on first time adoption of Ind AS
IndAS-101allowsfirst-timeadopterscertainexemptionsandcertainoptionalexemptionsfromtheretrospectiveapplicationofcertainrequirements
under Ind AS. The company has applied the following exemptions and optional exemptions:
(i) Mandatory Exceptions :
(a) Estimates
OnassessmentoftheestimatesmadeunderthepreviousGAAPfinancialstatements,thecompanyhasconcludedthatthereisnonecessitytorevisethe
estimatesunderIndAS,asthereisnoobjectiveevidenceofanerrorinthoseestimates.However,estimatesthatwererequiredunderIndASbutnot
requiredunderpreviousGAAParemadebythecompanyfortherelevantreportingdatesreflectingconditionsexistingasatthatdate.Keyestimates
considered in preparation of financial statements that were not required under the previous GAAP are listed below:
- Fair valuation of financial instruments carried at Amortised cost.
- Determination of the discounted value for financial instruments carried are amortised cost.
- Impairment of financial assets based on the expected credit loss model.
(b) Classification and measurement of financial assets
IndAS101requiresanentitytoassessclassificationoffinancialassetsonthebasisoffactsandcircumstancesexistingasatthedateoftransition.
Further,thestandardpermitsmeasurementoffinancialassetsaccountedatamortizedcostbasedonfactsandcircumstancesexistingatthedateof
transitionifretrospectiveapplicationisimpracticable.Accordingly,thecompanyhasdeterminedtheclassificationoffinancialassetsbasedonfactsand
circumstancesthatexistonthedateoftransition.Measurementoffinancialassetsaccountedatamortizedcosthasbeendoneretrospectivelyexcept
where the same is impracticable. There are no items of financial asset and liabilities which are required to be de recognised as per Ind AS 109.
(c) De-recognition of financial assets and liabilities
IndAS101requiresafirst-timeadoptertoapplythede-recognitionprovisionsofIndAS109prospectivelyfortransactionsoccurringonorafterthedate
oftransitiontoIndAS.However,IndAS101allowsafirst-timeadoptertoapplythede-recognitionrequirementsinIndAS109retrospectivelyfromadate
ofentity’schoiceprovidedthattheinformationneededtoapplyIndAS109tofinancialassetsandfinancialliabilitiesderecognizedasaresultofpast
transactions was obtained at the time of initially accounting for those transactions.
(d) Remeasurement of post-employment benefit obligations
UnderIndAS,Remeasurementi.e.actuarialgainsandlossesandthereturnonplanassets,excludingamountsincludedinthenetinterestexpenseonthe
netdefinedbenefitliabilityarerecognizedinothercomprehensiveincomeinsteadofprofitandloss.UnderthepreviousGAAP,thisremeasurementwas
forming part of the profit and loss for the year.
(e) Other comprehensive income
UnderIndAS,allitemsofincomeandexpenserecognisedinaperiodshouldbeincludedinprofitandlossfortheperiod,unlessastandardrequiresor
permitsotherwise.Itemsofincomeandexpensethatarenotrecognisedinprofitandlossbutinothercomprehensiveincomeunder"StatementofProfit
andLoss(includingothercomprehensiveincome)"includesre-measurementsofdefinedbenefitplansandtheircorrespondingincometaxeffects.The
concept of other comprehensive income did not exist under previous GAAP.
(ii) Optional Exemption :
(a) Deemed cost for property, plant and equipment, investment property and intangible assets
IndAS101permitsafirst-timeadoptertoelecttocontinuewiththecarryingvalueforallofitsproperty,plantandequipmentasrecognisedinthe
financialstatementsasatthedateoftransitiontoIndAS,measuredasperthePreviousGAAPandusethatasitsdeemedcostasatthedateoftransition
aftermakingnecessaryadjustmentsforde-commissioningliabilities.ThisexemptioncanalsobeusedforintangibleassetscoveredbyIndAS38Intangible
AssetsandinvestmentpropertycoveredbyIndAS40InvestmentProperty.Accordingly,theCompanyhaselectedtomeasureallofitsproperty,plantand
equipment and intangible assets at their previous GAAP carrying value.
(b) Recognition of Right of Use and Lease Liability
IndAS-116isappliedwithfullretrospectiveapproach.Thecompanyhasidentifiedleasessinceitsinceptionofallleasecontractsthatarepresentedin
the financial statements, and has restated the comparative years presented.
The company also applied the available practical expedient wherein it
- has used a single discount rate for leases with reasonably similar characteristics
- has elected to apply short term lease exemption to leases for which the lease term ends within 12 months of the date of initial application
- has excluded the initial direct costs from the measurement of the right of use assets at the date of initial application
(iii) Reconciliation between previous GAAP and Ind AS
TransitionfrompreviousGAAPtoIndAS,balancesheetandstatementofprofitandlossaccountsdoesnothaveanyimpactexceptthereclassification,
remeasurement and prior period error as required by the Ind AS.
337BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
B. Explanatory notes for Ind AS adjustments
1. Financial assets measured at amortised cost
FairvalueoffinancialassetsandliabilitiesThecompanyhasfinancialreceivablesandpayablesthatarenon-derivativefinancialinstruments.Under
previousGAAP,thesewerecarriedattransactionscostlessallowancesforimpairment,ifany.UnderIndAS,thesefinancialassetsandliabilitiesare
initiallyrecognisedatfairvalueandsubsequentlymeasuredatamortisedcost,lessallowanceforimpairment,ifany.Fortransactionsenteredintoonor
after the date of transition to Ind AS, the requirement of initial recognition at fair value is applied prospectively.
2. Lease accounting
UndertheIGAAP,leaserentalsrelatedtooperatingleasewereaccountedasexpenseinthestatementofprofitandloss.UnderIndAS,leaseliabilityand
rightofuse('ROU')isrecordedatpresentvalueoffuturecontractualrentpaymentoninitialdateoflease.Subsequently,financecostisaccruedonlease
liabilityandleasepaymentsarerecordedbywayofreductioninleaseliability.ROUisdepreciatedoverleaseterm.Appliedtheshort-termleases
exemptionstoleaseswithleasetermthatendswithin12monthsatthedateofinitialapplication.Excludedtheinitialdirectcostsfromthemeasurement
of the right-of-use asset at the date of initial application
3. Deferred Tax Adjustements
UnderPreviousGAAP,deferredtaxeswererecognizedforthetaxeffectoftimingdifferencesbetweenaccountingprofitandtaxableprofitfortheyear
usingtheincomestatementapproach.UnderIndAS,deferredtaxesarerecognizedusingthebalancesheetforfuturetaxconsequencesoftemporary
differencesbetweenthecarryingvalueofassetsandliabilitiesandtheirrespectivetaxbases.Theabovedifference,togetherwiththeconsequentialtax
impact of the otherIndAS transitionaladjustmentsleadtotemporarydifferences. Deferredtaxadjustments arerecognized incorrelation tothe
underlying transaction either in retained earnings or through statement of profit and loss or other comprehensive income.
4. Regrouping / reclassification
Appropriateadjustmentshavebeenmadeinthefinancialstatement,whereverrequired,byareclassificationofthecorrespondingitemsofincome,
expenses, assets and liabilities in order to bring them in line with the Ind AS presentation requirements.
5.Cash flow statement
The transition from previous GAAP to Ind AS has not had a material impact on the statement of cash flows.
6. Provision of expected credit loss on trade receivables
InaccordancewithIndAS109FinancialInstruments,thecompanyhasrecognizedanExpectedCreditLoss(ECL)provisiononfinancialassetsmeasuredat
amortizedcost,includingtradereceivables,forthefirsttime.TheECLprovisionhasbeendeterminedusingthesimplifiedapproachfortradereceivables
andthegeneralapproachforotherfinancialassets.Theadjustmentrelatedtothecreationofthisprovisionhasbeenrecognizedinretainedearningsas
of the date of transition, as required under Ind AS 101 First-time Adoption of Indian Accounting Standards."
7. Remeasurements of the defined benefit plans reclassified to OCI
Under previous GAAP, actuarial gains and losses were recognised in profit or loss. Under Ind AS, the actuarial gains and losses form part of
remeasurementofthenetdefinedbenefitliability/assetwhichisrecognisedinothercomprehensiveincome.Consequently,thetaxeffectofthesame
has also been recognised in other comprehensive income under Ind AS instead of profit or loss.This change does not affect total equity.
338BLS POLYMERS LIMITED
ANNEXURE VI - NOTES TO THE RESTATED FINANCIAL INFORMATION
CIN : U24111DL1991PLC042745
47 TheCompanyhasusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilitybuterroneouslywasnotenabledandthusthe
samehasnotoperatedthroughouttheyearforallrelevanttransactionsrecordedinthesoftware.Additionally,sincetheaudittrailfeaturewasnotenabledduringtheyear,theaudittrail
has not been preserved as per the statutory requirements for record retention.
48 Subsequent events after the reporting date
SubsequenttothefinancialyearendedMarch31,2025,pursuanttotheapprovalofshareholdersgrantedintheextra-ordinarygeneralmeetingheldonApril07,2025,theCompany
issuedandallottedfullypaid-up"bonusshares"atparintheproportionof369newequitysharesofINR10eachforevery100existingfullypaid-upequityshareofINR10eachheldason
the record date of March 12, 2025. Accordingly, the EPS and the diluted EPS has been restated in these Restated financial information.
49 Previous year figures have been regrouped, rearranged and recast wherever considered necessary to make them comparable with current year's figures.
50 Figures have been rounded off to the nearest Lacs.
For Nangia & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants BLS Polymers Limited
Firm's registration number : 002391C/N500069
Prateek Agrawal Vinod Aggarwal Karan Aggarwal
Partner Director Managing Director
Membership number : 402826 DIN-00135390 DIN-02030873
Place : Gurugram Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025 Date : July 31, 2025
Arvind Kumar Agarwal Neha Kumar Sunit
Chief Financial Officer Company Secretary
Membership no. - A28210
Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025
339BLS POLYMERS LIMITED
ANNEXURE VII - STATEMENT OF RESTATED ADJUSTMENTS TO THE AUDITED FINANCIAL STATEMENTS
CIN : U24111DL1991PLC042745
Part A:Statement of Restated Adjustments to the Audited Financial Statements
I. Reconciliation between total equity as per audited financial statements and restated financial information (Amount in INR Lacs)
As At As At As At
March 31, 2025 March 31, 2024 March 31, 2023
Total equity as per the audited/ converted financial statements 6,794.19 4 ,682.72 3,925.75
Adjustments
(i) Audit qualification - - -
(ii) Adjustments due to change in accounting policy/ prior period items / other adjustments - - -
(iii) Deferred tax impact on above adjustment - - -
Total impact of adjustments - - -
Total Equity as per restated statement of assets and liabilities 6,794.19 4,682.72 3,925.75
II. Reconciliation between total comprehensive income as per audited financial statements and restated financial information
Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Total comprehensive income as per the audited financial statements 2,111.47 7 56.97 6 26.95
Adjustments
(i) Audit qualification - - -
(ii) Adjustments due to change in accounting policy/ prior period items / other adjustments - - -
(iii) Deferred tax impact on above adjustment - - -
Total impact of adjustments - - -
Total comprehensive income as per the restated financial information 2,111.47 7 56.97 6 26.95
Part B:Non Adjusting Event
MatterincludedintheIndependentAuditor'sReportoftheFinancialStatementsofBLSPOLYMERSLIMITEDwhichdoesnotrequireanycorrectiveadjustment
in the Restated Financial information is as follows:
Emphasis of matter for the year ended March 31, 2025
WedrawattentiontoNote44oftheIndASfinancialstatements,whereinithasbeenstatedthatTradeReceivablesasatMarch31,2025includeforeigncurrency
receivablesamountingtoINR35.23Lacs(March31,2024:50.53lacsandApril01,2023:17.94Lacs)whichisoutstandingformorethanninemonthsfromthedate
oftransaction.WhilesuchtransactionsarenotincompliancewithForeignExchangeManagementAct(FEMA)1999,managementhassubmittedthenecessary
approvalrequeststotheauthorizeddealer/RBItogetanextensionforthesereceivablesandundertaketheserealizationsattheearliestposttheapprovalsandno
adjustments are considered in the Ind AS financial statements in this regard.
Emphasis of matter for the year ended March 31, 2024
WedrawattentiontoNote31ofthefinancialstatementswhereinitisstatedthatTradereceivablesasonMarch31,2024includesINR91.71Lacs(March31,2023:
238.14Lacs)whicharedelayedandmanagementistakingstepsforthisrecovery.Intheopinionofmanagement,thesedebtsarerecoverableandthesamehave
been classified as good and adequate provision has been considered wherever required. We have relied on the management assessment in this regard.
WedrawattentiontoNote43ofthefinancialstatements,whereinithasbeenstatedthatTradeReceivablesasatMarch31,2024includeforeigncurrency
receivablesamountingtoINR40.35Lacs(March31,2023:17.94Lacs)whichisoutstandingformorethanninemonthsfromthedateoftransaction.Whilesuch
transactionsarenotincompliancewithForeignExchangeManagementAct(FEMA)1999,managementhasconfirmedthattheyareinprocessofsubmittingthe
necessaryapprovalrequeststotheauthorizeddealertogetanextensionforthesereceivablesandundertaketheserealizationsattheearliestposttheapprovals
and no adjustments are required in the financial statements in this regard
Emphasis of matter for the year ended March 31, 2023
WedrawattentiontoNote31ofthefinancialstatementswhereinitisstatedthatTradereceivablesasonMarch31,2023includesINR238.14Lacs(March31,
2022:223.40Lacs)whicharedelayedandmanagementistakingstepsforthisrecovery.Intheopinionofmanagement,thesedebtsarerecoverableandthesame
have been classified as good and adequate provision has been considered wherever required. We have relied on the management assessment in this regard.
ReportonOtherLegalandRegulatoryRequirementsparagraphsfortherespectiveyears,whichdonotrequireanyadjustmentsintherestatedfinancial
information are as follows:
For the year ended March 31, 2025
vi. Basedonourexaminationwhichincludedtestchecks,theCompanyhasusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureof
recording audit trail (edit log) facility however, the same has not operated throughout the year for all relevant transactions recorded in the software.
InaccordancewiththeprovisotoRule3(1)oftheCompanies(Accounts)Rules,2014,relatingtothepreservationoftheaudittrail,sincethefeatureofrecording
audittrail(editlog)facilityhasnotoperatedthroughoutthepreviousyear,theCompanyhasnotpreservedtheaudittrailasperthestatutoryrequirementsfor
record retention as required under the said Rule.
For the year ended March 31, 2024
vi.Basedonourexaminationwhichincludedtestchecks,theCompanyhasusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeatureof
recording audit trail (edit log) facility however, the same has not operated throughout the year for all relevant transactions recorded in the software.
340BLS POLYMERS LIMITED
ANNEXURE VII - STATEMENT OF RESTATED ADJUSTMENTS TO THE AUDITED FINANCIAL STATEMENTS
CIN : U24111DL1991PLC042745
OthermattersreportedintheAnnexuretotheAuditors’ReportsissuedunderCompanies(Auditor’sReport)Order,2020('CARO,2020'),onthefinancial
statements of the BLS POLYMER LIMITED, which do not require any adjustment to the Restated Financial Information are as follows:
For the year ended March 31, 2025
Clause (iii) (a) of CARO 2020 order
DuringtheyeartheCompanyhasnotprovidedloans,advancesinthenatureofloansorprovidedsecuritytocompanies,firms,LimitedLiabilityPartnershipsorany
other parties. However, during the year the Company has provided guarantee to the company as follows:
Letter of comfort
(Financial Guarantee)
Aggregate amount granted/ provided during the year
- Others INR 900.00 Lacs
Balance outstanding as at balance sheet date in respect of above cases
- Others INR 900.00 Lacs
Clause (iii) (b) of CARO 2020 order
DuringtheyeartheCompanyhasnotmadeinvestments,providedsecurityandgrantedloansandadvancesinthenatureofloanstocompanies,firms,Limited
LiabilityPartnershipsoranyotherparties.However,theguaranteeprovidedbytheCompanytoacompanyinwhichitsdirectorisinterestedduringtheyear
aggregating to INR 900.00 Lacs and balance outstanding as at balance sheet date INR 900.00, which is not prejudicial to the interest of the Company.
341BLS POLYMERS LIMITED
ANNEXURE VII - STATEMENT OF RESTATED ADJUSTMENTS TO THE AUDITED FINANCIAL STATEMENTS
CIN : U24111DL1991PLC042745
Clause (vii) (a) of CARO 2020 order
Name of the Statute Nature of the Dues Amount Period to which theDue Date Remark, if any
amount relates
Income Tax Act, 1961 Income Tax Demand INR 2.07 Lacs AY 2014-15 10-Sep-15
Income Tax Act, 1961 Income Tax Demand INR 0.29 Lacs AY 2013-14 18-Nov-15
Clause (vii) (b) of CARO 2020 order
Period to which
Amount paid under Forum where dispute is
Name of Statute Nature of Dues Amount* the amount
protest* pending
relates
The Customs Excise and
Custom Act, 1962 Custom Duty INR 5.31 Lacs INR 0.58 Lacs FY 2015-16 Service Tax Appellate
Tribunal (CESTAT), Chennai.
The Commissioner of
Income Tax Act, 1961 Income Tax Demand INR 24.1 Lacs - AY 2023-24
Income Tax
Goods and Services Tax Act, 2017 GST Demand INR 50.32 Lacs INR 5.03 Lacs FY 2018-19 GST Appellate Authority
Goods and Services Tax Act, 2017 GST Demand INR 4.51 Lacs INR 0.45 Lacs FY 2018-19 GST Appellate Authority
* amount as per demand orders including interest and penalty, wherever indicated in the order.
Note: The above table includes only those amounts on which demand orders have been served and are under dispute.
Clause (xi)(a) of CARO 2020 order
ExceptforburglaryofrawmaterialinventoryfromwarehouseofthecompanyamountingtoINR24.60lacs,wehaveneithercomeacrossanyinstanceoffraudbythe
Company or any material instance of fraud on the Company by its officers or employees, noticed or reported
Clause (xiv)(a) of CARO 2020 order
TheCompanyisrequiredtohaveaninternalauditsystemundersection138oftheAct.ThoughtheCompanyhasimplementedinternalauditsystem,itdoesnothave
the same commensurate with the size and nature of the business of the Company.
For the year ended March 31, 2024
Clause (vii) (a) of CARO 2020 order
Accordingtoinformationandexplanationgivetous,theCompanyhasgenerallybeenregularindepositingundisputedstatutorydues,includingGoodsandServices
tax,ProvidentFund,Employees’StateInsurance,IncomeTax,SalesTax,ServiceTax,dutyofCustom,dutyofExcise,ValueAddedTax,Cessandothermaterial
statutory dues applicable to it with the appropriate authorities.
Accordingtotheinformationandexplanationsgiventousandbasedonauditproceduresperformedbyus,undisputedduesinrespectofgoodsandservicestax,
providentfund,employees’stateinsurance,income-tax,servicetax,sales-tax,dutyofcustom,dutyofexcise,valueaddedtax,cessandotherstatutorydueswhich
were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows:
Period to which the
Name of the Statute Nature of the Dues Amount Due Date Remarks, if any
amount relates
Income Tax Act, 1961 Income Tax Demand INR 2.06 Lacs AY 2014-15 10-Sep-15
Clause (vii) (b) of CARO 2020 order
Accordingtotheinformationandexplanationsgiventous,therearenoamountsinrespectofIncomeTax,Goods&Servicetax,Salestax,Valueaddedtax,
Employee’sStateInsurance,dutyofexcise,dutyofCustoms,CessandServiceTaxetc.thathavenotbeendepositedwiththeappropriateauthoritiesonaccountof
any dispute except as given below:
Period to which
Amount paid under Forum where dispute is
Name of Statute Nature of Dues Amount* (INR) the amount
protest* pending
relates
The Customs Excise and
Custom Act, 1962 Custom Duty INR 5.31 Lacs INR 0.58 Lacs FY 2015-16 Service Tax Appellate
Tribunal (CESTAT), Chennai.
* amount as per demand orders including interest and penalty, wherever indicated in the order.
Note: The above table includes only those amounts on which demand orders have been served and are under dispute.
Clause (xiv) (a) of CARO 2020 order
TheCompanyisrequiredtohaveaninternalauditsystemundersection138oftheAct.ThoughtheCompanyhasimplementedinternalauditsystem,itdoesnothave
the same commensurate with the size and nature of the business of the Company.
342BLS POLYMERS LIMITED
ANNEXURE VII - STATEMENT OF RESTATED ADJUSTMENTS TO THE AUDITED FINANCIAL STATEMENTS
CIN : U24111DL1991PLC042745
For the year ended March 31, 2023
Clause (vii) (b) of CARO 2020 order
Accordingtotheinformationandexplanationsgiventous,therearenoamountsinrespectofIncomeTax,Goods&Servicetax,Salestax,Valueaddedtax,
Employee’sStateInsurance,dutyofexcise,dutyofCustoms,CessandServiceTaxetc.thathavenotbeendepositedwiththeappropriateauthoritiesonaccountof
any dispute except as given below:
Period to which
Amount paid under Forum where dispute is
Name of Statute Nature of Dues Amount* (INR) the amount
protest* pending
relates
The Customs Excise and
Custom Act, 1962 Custom Duty INR 5.31 Lacs INR 0.58 Lacs FY 2015-16 Service Tax Appellate
Tribunal (CESTAT), Chennai.
* amount as per demand orders including interest and penalty, wherever indicated in the order.
Note: The above table includes only those amounts on which demand orders have been served and are under dispute.
Clause (xiv) (a) of CARO 2020 order
TheCompanyisrequiredtohaveaninternalauditsystemundersection138oftheAct.ThoughtheCompanyhasimplementedinternalauditsystem,itdoesnothave
the same commensurate with the size and nature of the business of the Company.
Part C: Other restatement adjustments
IMaterial reclassifications
Exceptthereclassificationsdisclosedbelow,therearenootherreclassificationsmadeintherestatedstatementofassetsandliabilities,restatedstatementofprofit
andloss(includingothercomprehensiveincome),restatedstatementofchangesinequityandrestatedstatementofcashflows,whereverrequired,byre-statement
ofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,inordertobringtheminlinewiththeaccountingpoliciesandclassificationasper
theRestatedFinancialInformationoftheCompanyforyearendedMarch31,2025preparedinaccordancewithScheduleIIIofCompaniesAct,2013,requirementsof
IndAS1andotherapplicableIndASprinciplesandtherequirementsoftheSecuritiesandExchangeBoardofIndia(IssueofCapital&DisclosureRequirements)
Regulations, 2018, as amended
Classification as per Classification as per Change due to
audited financial Restated Financial Nature reclassification
statements Information (Amount)
Property, Plant and
As at March 31, 2025 Equipment Right of Use asset Leasehold land 9 2.83
Property, Plant and
As at March 31, 2024 Equipment Right of Use asset Leasehold land 9 4.13
Property, Plant and
As at March 31, 2023 Equipment Right of Use asset Leasehold land 9 5.43
IIRestatement of earnings per share ('EPS')
TheCompanyhadrevisedtheEPScomputationafterconsideringtheimpactofbonussharesissuessubsequenttoyearendwhilecomputingBasicEPS&DilutiveEPS
for its previous period.
Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Basic and diluted loss per share (INR) as reported earlier 2 2.00 7 .83 6 .51
Basic and diluted loss per share (INR) currently reported 4.69 1 .67 1 .39
As per our report of even date attached
For Nangia & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants BLS Polymers Limited
Firm's registration number : 002391C/N500069
Prateek Agrawal Vinod Aggarwal Karan Aggarwal
Partner Director Managing Director
Membership number : 402826 DIN-00135390 DIN-02030873
Place : Gurugram Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025 Date : July 31, 2025
Arvind Kumar Agarwal Neha Kumar Sunit
Chief Financial Officer Company Secretary
Membership no. - A28210
Place : Delhi Place : Delhi
Date : July 31, 2025 Date : July 31, 2025
343MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion is intended to convey management’s perspective on our financial condition and results
of operations for the year ended on March 31, 2023, March 31, 2024, and March 31, 2025. You should read the
following discussion of our financial condition and results of operations together with our restated financial
statements included in the Draft Red Herring Prospectus. You should also read the section entitled “Risk
Factors” beginning on page 33 of this Draft Red Herring Prospectus, which discusses several factors, risks and
contingencies that could affect our financial condition and results of operations. The following discussion relates
to our Company and is based on our restated financial statements, which have been prepared in accordance
with Indian accounting standard (“Ind AS”), the Companies Act and the SEBI Regulations. Portions of the
following discussion are also based on internally prepared statistical information and on other sources. Our
fiscal year ends on March 31 of each year, so all references to a particular fiscal year (“Fiscal Year”) are to
the twelve-month period ended March 31 of that year.
In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers to BLS
POLYMERS LIMITED, our Company. Unless otherwise indicated, financial information included herein are
based on our “Restated Financial Statements” for Financial Year ended on March 31, 2023, March 31, 2024,
and the March 31, 2025, included in this Draft Red Herring Prospectus beginning on page 279.
BUSINESS OVERVIEW
We are a manufacturer of multiple grades of custom formulated polymer compounds, catering to diversified
critical industries such as telecommunication, power, railways, water, oil and gas distribution, among others.
Polymer compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and
cables used in power, telecommunication and railway industries as well as coating of underground oil, gas and
water pipelines, in order to provide a protective infrastructure from corrosion and external environmental factors.
(Source: CRISIL Report) Our product portfolio is well diversified to offer varied solutions in the wire and cables
and infrastructure industry, and included products such as, high density polyethylene compounds (“HDPE”),
medium-density polyethylene compounds (“MDPE”) and linear low-density polyethylene compounds
(“LLDPE”), cross-linked polyethylene compounds (“XLPE”), halogen free flame retardant compounds
(“HFFR”), polyvinyl chloride compounds (“PVC”), cable filling compounds (“CFC”) and adhesive coating
compounds. HDPE, MDPE and LLDPE compounds are used in the wire and cable industry which offer
insulation, sheathing and jacketing based on the indicative requirement of the customer. While, XLPE, HFFR,
PVC and CFC compounds add qualities such as strength, high voltage insulation and resistance, fire resistance
and moisture resistance, as per the application of the end use product. In the wire and cable industry, polymers
serve crucial functions in electrical insulation, mechanical protection, and overall cable performance. HDPE and
adhesive coating compounds are key layers of 3LPE (three layer polyethylene) system (“3LPE Coating” i.e.
Pipe Coating) used for coating of oil, gas and water distribution pipelines. 3LPE Coating is an effective solution
for protecting high-capital-intensive pipelines from corrosion, chemicals and moisture, thereby ensuring long-
term durability. (Source: CRISIL Report) Set forth below is a division wise break up of our revenue from
operations during the preceding three Fiscals:
Product Categories Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in Lakhs % of total ₹ in Lakhs % of total ₹ in Lakhs % of total
sales sales sales
Wire & Cables 26,798.20 81.59% 23,852.98 80.49% 29,674.52 94.32%
Pipelines 6,045.39 18.41% 5,782.85 19.51% 1,787.09 5.68%
Total 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
Set forth below is a product wise break up of our revenue from operations during the preceding three Fiscals:
Products Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in % of (₹ in % of (₹ in lakhs) % of
lakhs) revenue lakhs) revenue revenue
from from from
operations operations operations
PE 18,641.11 56.76% 19,935.45 67.26% 22,899.47 72.79%
(HDPE/MDPE/LLDPE/CFC/HFFR/MB/PP)
XLPE 5,287.72 16.10% 5,013.63 16.92% 3,709.82 11.79%
PVC 434.85 1.32% 464.09 1.57% 1,049.38 3.33%
344Products Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in % of (₹ in % of (₹ in lakhs) % of
lakhs) revenue lakhs) revenue revenue
from from from
operations operations operations
Others 8,479.91 25.82% 4,222.66 14.25% 3,802.94 12.09%
Total 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
We manufacture and sell over 127 grades of various compounds and the same have been consolidated and represented in the aforementioned
broad categories.
The break-up of our revenues earned from our domestic and export operations during the preceding three Fiscals
has been provided as under:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in lakhs % of revenue ₹ in lakhs % of revenue ₹ in lakhs % of revenue
from from from
operations operations operations
Domestic 30,075.96 91.57% 28,440.95 95.97% 30,117.85 95.73%
operations
Export 2,767.63 8.43% 1,194.88 4.03% 1,343.76 4.27%
operations
Total 32,843.59 100.00% 29,635.83 100.00% 31,461.61 100.00%
The break-up of the revenues earned from the domestic regions during the preceding three Fiscals has been
provided as under:
Domestic Region Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in lakhs % of ₹ in lakhs % of ftim₹ in % of
revenue revenue lakhs revenue
from from from
operations operations operations
North Zone 13,099.59 43.56% 9,922.74 34.89% 8,951.84 29.72%
West Zone 11,713.05 38.94% 11,870.15 41.74% 9,697.27 32.20%
South Zone 4,716.29 15.68% 5,497.08 19.33% 10,283.23 34.14%
East Zone 547.03 1.82% 1,150.98 4.04% 1,185.51 3.94%
Grand Total 30,075.96 100.00% 28,440.95 100.00% 30,117.85 100.00%
Diversified industry applications and differentiated product portfolio
Our business model is diversified by a mix of products, end use industries and customer base. As on date of this
Draft Red Herring Prospectus, our Company has manufactured 6 products in 127 grades across our product
segments. The bouquet of products offered by us serve various end-user industries including but not limited to
railways, telecommunication, among others. Some common applications of our products are set forth below:
Product Application
PE compounds Telecommunication and optical fibre cables, data communication cables, power
cables and railway signalling cables.
HDPE and adhesive coating Industrial pipeline for distribution of oil, gas and water.
compounds
XLPE compounds Power cables and control and instrumentation cable
PVC compounds Low voltage power cable, house wiring, industrial cabling, fire resistant applications
and telecommunication cables used in data communication.
CFC Power cables and jelly filled cables for telecommunication and power connectivity.
HFFR compound Solar cable, fire survival cable, power cable, house wiring and optical fibre cable.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST REPORTING PERIOD:
In the opinion of the Board of Directors of our Company, there have not arisen, since the date of March 31, 2025
as disclosed in this Draft Red Herring Prospectus, any significant developments or any circumstance that
materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or
its ability to pay its material liabilities within the next twelve months.
KEY FACTORS AFFECTING THE RESULTS OF OPERATION:
345Our Company’s future results of operations could be affected potentially by the following factors:
1. During the Fiscals 2025, 2024 and 2023, we derived 81.59%, 80.49% and 94.32% of our revenue from
the sale of wire and cable polymer compounds. Any loss of sales due to reduction in demand for such
products would have a material adverse effect on our business, financial condition, results of operations
and cash flows.
We are a manufacturer of multiple grades of custom formulated polymer compounds, catering to diversified
critical industries such as telecommunication, power, railways, water, oil and gas distribution, among others.
Polymer compounds are used as an essential raw material for sheathing, jacketing and insulation of wires and
cables used in power, telecommunication and railway industries as well as coating of underground oil, gas and
water pipelines, in order to provide a protective infrastructure from corrosion and external environmental factors.
(Source: CRISIL Report) We rely heavily on revenue generated from the sale of polymer compounds used in the
wire and cable industries, therefore any reduction in the demand of our products or any downturn in the wire and
cable industries, may have an adverse impact on our business, results of operations and financial condition.
In the wire and cable industry, polymers serve crucial functions in electrical insulation, mechanical protection,
and overall cable performance. (Source: CRISIL Report) Therefore, the success of our products and of our
business is dependent upon the success of the wire and cable industries and on the performance of the products
of our customers, who are engaged in manufacturing wires and cables. Our success is also dependent upon our
ability to diversify and grow our operations, retain our existing customers and expand our customer base. In the
event, we are unable to scale our operations or retain or grow our wire and cable customers, our revenue from
operations and cash flow may experience a decline. There is no assurance that we will not face any such decline
in sale of our wire and cable polymer compounds in the future. The table below set out the revenue from
operations earned from our product categories for the period indicated below:
Product Fiscal 2025 Fiscal 2024 Fiscal 2023
Categories (₹ in lakhs) % of total sales (₹ in lakhs) % of total (₹ in lakhs) % of total
sales sales
Wire & 26,798.20 81.59% 23,852.98 80.49% 29,674.52 94.32%
Cables
Pipelines 6,045.39 18.41% 5,782.85 19.51% 1,787.09 5.68%
In the event, there takes place a shift of practice, wherein the end use customers integrate their operations by
setting up manufacturing units for manufacturing the required raw materials, it may have an adverse impact on
our business and results of operations. It may also happen that our competitors are able to improve the efficiency
of their manufacturing process and thereby offer similar or high quality products at competitive prices. While the
aforementioned events have not materially occurred in the past, however upon occurrence of any such events,
our Company may be unable to adequately react to such developments which may affect our revenues and
profitability. In order to mitigate the risk relating to dependency on wire and cable compounds, we have
strategically diversified our product portfolio by developing polyethylene pipe coating and adhesives for 3LPE
applications. The revenue earned from such products increased from 5.68% in Fiscal 2023 to 18.41% in Fiscal
2025, indicating the successful diversification of our product portfolio. Any failure to successfully expand and
diversify our operations, could adversely affect our business, financial condition, cash flows and results of
operations.
2. Our inability to meet the preferences or consistent quality requirements of our customers or our inability
to accurately predict and successfully adapt to changes in market demand could reduce demand for our
products and harm our sales.
Our results of operations and future growth are largely dependent upon the demand for our products in the Indian
and other international markets in which we are currently present and propose to expand to. Demand for our
products depends primarily on consumer-related factors such as demographics, local preferences, lifestyle
preferences and macroeconomic factors such as the condition of the economy and the level of consumer
confidence. Over a period of time, there have been significant changes in consumers’ preferences relating to
polymer products in Indian as well as overseas market. There has been a shift towards specialized polymers,
such as PE compounds, XLPE compounds and HFFR compounds, in recent times. The polymer market is
currently moving toward the design, manufacture and use of efficient, effective, safe and more environmentally
friendly chemical products and processes. Our management team tracks the trend of our product portfolio and
accordingly plans the supply of our products on that basis. Therefore, an unanticipated change in customer
demand may adversely affect our liquidity and financial condition as a result of the operating expenses that are
relatively fixed and have been incurred by us.
346We may be also subject to the policies and guidelines of the countries or regions where our customers are located,
relating to the quantity, quality, characteristics and variety of the products sold to such countries, which may be
changed from time to time. Any non-compliance with such policies and quality standards could have an adverse
impact on our business, financial condition, reputation and results of operation. While we attempt to, on a regular
basis, keep pace with the preferences and quality requirements and standards of our domestic and international
customers, provide the desired quality product, and continually monitor and adapt to the changing market
demand there can be no assurance that we will be able to keep up with the changing trends and adhere to all
quality specifications mandated by governmental agencies. Any such change in preferences or our inability to
meet the consistent quality requirements of our customers or adhere to the quality standards mandated by the
government agencies and regulators could harm our business, financial condition, results of operations and
prospects.
3. Pricing pressure from customers may affect our gross margin, profitability and ability to increase our
prices, which in turn may materially adversely affect our business, results of operations and financial
condition.
Being in a competitive market, we face pricing pressures from our customers. Accordingly, polymer
manufacturers like us must be able to reduce our operating costs in order to maintain profitability. Such price
reductions may affect our sales and profit margins. If we are unable to offset customer price reductions in the
future through improved operating efficiencies, new manufacturing processes, sourcing alternatives or other cost
reduction initiatives, our business, results of operations and financial condition may be materially adversely
affected. Our customers also negotiate for larger discounts in price as the volume of their orders increase. To
maintain our profit margins, we seek price reductions from our suppliers, improved production processes to
increase manufacturing efficiency to reduce costs. There can be no assurance that we will be able to avoid future
customer price reductions or offset the impact of any such price reductions through continued technology
improvements, improved operational efficiencies, cost-effective sourcing alternatives, new manufacturing
processes, cost reductions or other productivity initiatives. While, we have been able to successfully pass on the
increased costs of raw materials to our customers in the past, we cannot assure you that we shall be able to do
the same in the future as well, which may adversely affect our business, financial condition and results of
operations.
4. Our proposed capacity expansion plans are subject to the risk of unanticipated delays in implementation
and cost overruns.
Based on the expected potential growth in the polymer industry and the consequent increase in demand for our
products in the recent years, we anticipate an increase in the production capacity. In order to support our growth
strategy across India, we intend to increase the installed capacity of our existing Manufacturing Facility. As we
continue our growth by investing in the capacity expansion of our Manufacturing Facility, we may encounter
regulatory, personnel and other difficulties that may increase our expenses, which could delay our plans or impair
our ability to become profitable in these areas. For details of the proposed expansion, please refer to the chapter
titled “Objects of the Issue – Financing the capital expenditure requirement towards expansion of our
Manufacturing Facility by increasing the manufacturing capacity of certain of our existing products” on page
117 of this Draft Red Herring Prospectus.
There can be no assurance that the proposed capacity additions and expansion will be completed as planned
within the cost estimates and in a timely manner, or at all. Any shortfall in our net owned funds, internal accruals
and our inability to raise debt in future would result in us being unable to meet our capital requirements, which
in turn will negatively affect our financial condition and results of operations. Further, we have not identified
any alternate source of funding and hence any failure or delay on our part to raise money from this issue or any
shortfall in the issue proceeds may delay the implementation schedule and could adversely affect our growth
plans. Further, the estimated schedule completion dates are based on estimates, and we cannot assure you that
such proposed expansion will culminate into production on schedule. There can be no assurance that such plans
will be successfully implemented or completed or that if completed, they will result in the anticipated growth in
our revenues or improvement in the results of operations we anticipate from the implementation of such
initiatives.
5. We are in the process of expanding our operations and establishing a network of distributors &
customers in regions where we do not have a significant presence or prior experience. Any failure to expand
into these new regions could adversely affect our sales, financial condition, result of operations and cash
flows.
347In order to cater to the growing market demand for our products, specifically for adhesives for 3LPE applications,
and expand our presence in new regions, we are in the process of deepening our presence in the Middle Eastern
region. We have recently entered into a service agreement with a marketing and distribution company in UAE
for obtaining advisory and support services for selling certain of our products in Egypt, United Arab Emirates,
Saudi Arabia, Bahrain, Kuwait, Oman and Qatar. We aim to leverage the increasing demand from international
markets to enhance our exports. Due to our lack familiarity with the economic conditions of the Middle Eastern
region. Fluctuations in the local economy, currency exchange rates, and regulatory environment can pose risks
to our operations and financial stability. Without an established customer and distributor network or end customer
base in these regions, we face uncertainty regarding the demand for our products. It may take considerable time
and resources to build relationships and gain market acceptance, potentially delaying the realization of sales
volume. Further, our products may not gain market acceptance or meet the specific requirements of customers
in these new markets and regions. Adapting our offerings to local preferences, regulatory standards, and customer
needs can be complex and may require additional investments and resources. This could lead to lower product
pricing as we struggle to establish ourselves and higher expenditure on reputation building, impacting our
profitability. If we fail to successfully navigate these challenges and establish a strong presence in the new
regions, our sales, financial condition, results of operations, and cash flows could be significantly and adversely
affected.
OUR SIGNIFICANT ACCOUNTING POLICIES
Corporate information
BLS Polymers Limited, a company domiciled in India and incorporated on January 16, 1991, under the
provisions of Companies Act, 2013 having its Registered Office at 604, Indra Prakash, 21, Barakhamba Road,
New Delhi-110001, is engaged in compounding of Polyethylene and PVC compounds. The company is also
engaged in the Trading of polymers. Further the company operates as a Del Credere Associate (DCA) cum
Consignment Stockist (CS) of Indian Oil Corporation Limited (IOCL) for the Polymer Business.
The Restated financial information comprises of financial information of BLS Polymers Limited (‘the Company)
for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
Material Accounting Policies
Statement of Compliance with Ind AS and Basis of preparation "The Restated Statement of Assets and Liabilities
of the Company as at March 31, 2025, March 31, 2024 and March 31, 2023 and the Restated Statement of Profit
and Loss, the Restated Statement of Changes in Equity and the Restated Statement of Cash Flows for the year
ended March 31, 2025 and for the year ended March 31, 2024 and March 31, 2023 and other explanatory
information are together referred as “Restated Financial Information”.
These “Restated Financial Information” are approved for issue by the Board of Directors.
The Restated Financial Information, which have been approved by the Board of Directors of the Company, have
been prepared in accordance with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”).
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended from time to time; and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), (the “Guidance Note”).
The Restated Financial Information has been compiled by the Company for the year ended March 31, 2025 in
accordance with Indian Accounting Standards notified under Section 133 of the Companies Act 2013, read with
Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other accounting
principles generally accepted in India (referred to as “Ind AS”) which have been approved by the Board of
Directors at their meeting held on May 28, 2025 and for the years ended March 31, 2024 and March 31, 2023
from the Audited Financial Statements of the Company prepared in accordance with Accounting Standards
notified under Section 133 of the Companies Act 2013, read with Companies (Accounts) Rules, 2014 as amended
from time to time and other accounting principles generally accepted in India, and have been approved by the
Board of Directors at their meetings held on September 23, 2024 and September 27, 2023 respectively and have
been compiled based on ICDR regulation.
“The Restated Financial Information have been extracted by the Management from the Audited Financial
Statements and:
348a) there were no audit qualifications on these financial statements.
b) there were no changes in accounting policies during the years of these financial statements.
c) material amounts relating to adjustments for previous years in arriving at profit/loss of the years to which they
relate, have been appropriately adjusted.
d) adjustments have been made for reclassification of the corresponding items of income, expenses, assets and
liabilities, in order to bring them in line with the groupings as per the audited financial statements of the Company
as at and for the year ended March 31, 2025, prepared under Ind AS and for the years ended March 31, 2024 and
March 31, 2023 prepared in accordance with accounting principles generally accepted in India (Accounting
Standards) and the requirements of the SEBI Regulation; and
e) the resultant tax impact, if any, on above adjustments has been appropriately adjusted in deferred taxes in the
respective years to which they relate.”
Historical cost convention
Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Significant accounting judgments, estimates and assumptions
“The preparation of financial information in conformity with Ind AS requires management to make judgments,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses and the accompanying disclosures. Uncertainty about the assumptions and
estimates could result in outcomes that require in material adjustment to the carrying value of assets or liabilities
affected in future periods.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected."
Going Concern
The Company has prepared the financial information on the basis that it will continue to operate as a going
concern.
Summary of Material accounting policies
Current and non-current classification
"The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
− Expected to be realised or intended to be sold or consumed in normal operating cycle
− Held primarily for the purpose of trading
− Expected to be realised within twelve months after the reporting period, or
− Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period
All other assets are classified as non-current.
Liability is current when
− It is expected to be settled in normal operating cycle
− Held primarily for the purpose of trading
− It is due to be settled within twelve months after the reporting period, or
− There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.
The Company classifies all other liabilities as non-current
Deferred tax assets and liabilities are classified as non-current assets and liabilities"
Foreign currencies
The Company’s financial information is presented in INR, which is also the Company’s functional currency
Transactions and balances
349“Transactions in foreign currencies are initially recorded by the Company at functional currency spot rates at the
date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot
rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss
arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the
gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or
loss is recognised in OCI, or profit or loss are also recognised in OCI or profit or loss, respectively).”
Fair value presentation
"The Company measures financial instruments at fair value at each balance sheet date except to certain
instruments which are measured at Amortised cost/historic cost. Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
− In the principal market for the asset or liability, or
− In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company."
"The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial information are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
− Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
− Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable
− Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable."
For assets and liabilities that are recognised in the financial information on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based
on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting
period.
Revenue from contract with Customer
"Revenue from sale of goods are recognised upon satisfaction of performance obligation which is at a point in
time, generally on delivery of the goods, when control of the goods is transferred to customers. Revenue from
services are recognised upon satisfaction of performance obligation towards rendering of such services.
The Company recognises revenue from sale of goods or services at the amount of transaction price (excluding
variable consideration that is constrained), that is allocated to the performance obligation satisfied. Transaction
price is the amount of consideration to which the Company expects it to be entitled in exchange for transferring
goods or services to a customer excluding amounts collected on behalf of third parties.
350An amount of consideration can vary because of discounts, rebates, incentives etc. which are explicitly stated in
the contract or are as per customary business practices. The consideration can also vary where the entitlement is
contingent on occurrence or non-occurrence of a future event. The Company includes variable consideration as
part of transaction price only to the extent that it is highly probable that a significant reversal in the amount of
cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is
subsequently resolved.
Variable consideration is estimated using the expected value method or the most likely amount depending on
which method the Company expects to better predict the amount of consideration to which it will be entitled and
is applied consistently throughout the contract. Payment terms agreed with a customer are as per business practice
and the financing component, if significant, is separated from the transaction price and accounted as interest
income / expense, as applicable."
Interest income
For all financial instruments measured at amortised cost, interest income is recorded using the effective interest
rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected
life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial
asset or liability. Interest income is included in finance income in the income statement.
Taxes
Tax expense represents Current tax and Deferred tax.
"Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’
as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible
in other years and items that are never taxable or deductible. The current tax is calculated using tax rates that
have been enacted or substantively enacted by the end of the reporting period.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities.
Current tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other
comprehensive income or in equity).
Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.
Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate."
"Deferred tax
Deferred tax is provided using the balance sheet approach on temporary differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred
tax liabilities are recognised for all taxable temporary differences.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax
credits (including MAT credit) and any unused tax losses. Deferred tax assets are recognised to the extent that it
is probable that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets (including MAT credit available) is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting
date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred
tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date. Def erred tax relating to items recognised outside profit or loss is recognised outside
profit or loss (either in other comprehensive income or in equity).
Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in
equity.
351Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority"
Property, plant and equipment(including Capital work in progress)
"Under the previous GAAP (IGAAP), property, plant and equipment were carried out in the balance sheet at cost
net of accumulated depreciation and accumulated impairment losses, if any as at March 31, 2023. The company
has elected to regard those values of property as deemed cost at the date of the transition to Ind AS, i.e., April 1
,2023.
Property, Plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment
losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for
long-term construction projects if the recognition criteria are met. Such properties are classified to the appropriate
categories of property, plant and equipment when completed and ready for intended use. Depreciation of these
assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Capital work in progress is stated at cost.
When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates
them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is
recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are
satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.
The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of
the respective asset if the recognition criteria for a provision are met."
Depreciation is recognised so as to write off the cost less their residual values over their useful lives, using the
straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end
of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis
Depreciation on PPE is provided as per Schedule II of Companies Act, 2013 on Straight Line Method over its
economic useful life of PPE as follows:
Assets Useful life
Plant & Machinery 5 -15 Years
Vehicle 8 Years
Office Equipment's 5 Years
Computer 3 Years
Furniture & Fixtures 10 Years
Leasehold Improvements 3 Years
Building 5 -30 Years
Intangible assets
"Under the previous GAAP, Intangible assets were carried in the balance sheet at cost net of accumulated
depreciation and accumulated impairment losses, if any as at March 31, 2023. The company has elected to regard
those values of intangible assets as deemed cost at the date of the transition to Ind AS, i.e., April 1, 2023.
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition,
intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any.
Intangible assets are amortised on a straight-line basis over the estimated useful economic life and are assessed
for impairment whenever there is an indication that the intangible asset may be impaired."
Assets Useful life
Computer Software 5 Years
Leases
"In accordance with Ind AS 101- ""First-time Adoption of Indian Accounting Standards"", the company has
measured lease liability at the date of transition to Ind AS at the present value of the remaining lease payments,
discounted using the incremental borrowing rate at the date of transition to Ind AS. The company has measured
352a right-of-use asset at the date of transition to Ind AS at it carrying amount as if Ind AS 116 had been applied
since the commencement date of the lease, but discounted using the incremental borrowing rate at the date of
transition to Ind AS.
The Company assesses that the contract is, or contains, a lease if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys
the right to control the use of an identified asset, the Company assesses whether:
(1) The contract involves the use of an identified asset,
(2) The Company has substantially all of the economic benefits from use of the identified asset, and
(3) The Company has the right to direct the use of the identified asset."
Company as a lessee
The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at
the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the
amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the
commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at
cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any
remeasurement of the lease liability. The right-of-use asset is depreciated from the commencement date over the
shorter of the lease term and useful life of the underlying asset. Right-of-use assets are tested for impairment
whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is
recognised in the statement of profit and loss.
"The Company measures the lease liability at the present value of the lease payments over the lease term. The
lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined.
If that rate cannot be readily determined, the Company uses incremental borrowing rate. For leases with
reasonably similar characteristics, the Company adopts the incremental borrowing rate for the entire portfolio of
leases as a whole. The lease payments shall include fixed payments, variable lease payments, exercise price of a
purchase option and payments of penalties for terminating the lease. The lease liability is subsequently
remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying
amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or
lease modifications or to reflect revised in-substance fixed lease payments.
The Company recognises the amount of the remeasurement of lease liability as an adjustment to the right-of-use
asset. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in
the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in
statement of profit and loss."
The Company has elected not to apply the requirements of Ind AS 116 to leases for which the underlying asset
is of low value. The lease payments associated with these low value leases are recognised as an expense on a
straight-line basis over the lease term.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of
an asset is classified as operating leases. Rental income arising is accounted for on a straight-line basis over the
lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying
amount of the right-of-use asset and recognised over the lease term on the same basis as rental income.
Contingent rents are recognised as revenue in the period in which they are earned
Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from
the Company to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the
Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect
a constant periodic rate of return on the net investment outstanding in respect of the lease
Inventory
"Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
-Raw materials: cost includes cost of purchase and other costs incurred in bringing the inventories to their present
353location and condition. Cost is determined on first in, first out basis.
-Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of
manufacturing overheads based on the normal operating capacity but excluding borrowing costs. Cost is
determined on first in, first out basis.
-Traded goods: cost includes cost of purchase and other costs incurred in bringing the inventories to their present
location and condition. Cost is determined on First in, first out basis.
Initial cost of inventories includes the transfer of gains and losses on qualifying cash flow hedges, recognised in
OCI, in respect of the purchases of raw materials
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and the estimated costs necessary to make the sale
Obsolete, slow moving and defective inventories are identified at the time of physical verification of inventories
and where necessary, the same are written off or provision is made for such inventories based on management's
best estimates of net realisable value."
Provisions
General
"Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision
is presented in the statement of profit and loss net of any reimbursement.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it
is no longer probable that an outflow of resources would be required to settle the obligation, the provision is
reversed."
Contingent Assets/ Liabilities
“Contingent assets are not recognised. However, when realisation of income is virtually certain, the related asset
is no longer a contingent asset and is recognised as an asset.
Contingent liabilities are disclosed in notes to accounts when there is a possible obligation arising from past
events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more
uncertain future event not wholly within the control of the Company or a present obligation that arises from past
events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate
of the amount cannot be made.”
Retirement and other employee benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no
obligation, other than the contribution payable to the provident fund. The Company recognises contribution
payable to the provident fund scheme as an expense, when an employee renders the related service. If the
contribution payable to the scheme for service received before the balance sheet date exceeds the contribution
already paid, the deficit payable to the scheme is recognised as a liability after deducting the contribution already
paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet
date, then excess is recognised as an asset to the extent that the pre-payment will lead to, for example, a reduction
in future payment.
Retirement benefit in the form of gratuity is a defined benefit scheme. Gratuity liability of employees is
accounted for on the basis of actuarial valuation on projected unit credit method at the close of the year.
354Company’s contribution made to Life Insurance Corporation is expensed off at the time of payment of premium.
"Remeasurements, comprising of actuarial gains and losses, excluding amounts included in net interest on the
net defined benefit liability, are recognised 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 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
Net interest is calculated by applying the discount rate to the net defined benefit liability. The Company
recognises 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"
Short-term and other long-term employee benefits
"A liability is recognised for benefits accruing to employees in respect of wages and salaries in the period the
related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that
service.
Liabilities recognised in respect of short term employee benefits are measured at the undiscounted amount of the
benefits expected to be paid in exchange for the related service. Liabilities recognised in respect of other long-
term employee benefits are measured at the present value of the estimated future cash outflows expected to be
made by the Company in respect of services provided by employees up to the reporting date."
Provision for Margin on Finished Goods in Transit represents the estimated profit element on goods invoiced
but not yet delivered. The provision is reversed in the subsequent financial period upon delivery.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Initial recognition
All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables
which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition
or issue of financial assets and financial liabilities, that are not at fair value through profit or loss, are added to
the fair value on initial recognition. Regular way purchase and sale of financial assets are accounted for at trade
date.
Subsequent measurement
Non-derivative financial instruments
Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective
is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within
a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding. The Company has made an irrevocable
election for its investments which are classified as equity instruments to present the subsequent changes in fair
355value in other comprehensive income based on its business model. Further, in cases where the Company has
made an irrevocable election based on its business model, for its investments which are classified as equity
instruments, the subsequent changes in fair value are recognized in other comprehensive income.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit
or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for
contingent consideration recognized in a business combination which is subsequently measured at fair value
through profit and loss. For trade and other payables maturing within one year from the balance sheet date, the
carrying amounts approximate fair value due to the short maturity of these instruments.
Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial
asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A
financial liability (or a part of a financial liability) is derecognized from the Company's balance sheet when the
obligation specified in the contract is discharged or cancelled or expires.
Fair value of financial instruments
In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions
that are based on market conditions and risks existing at each reporting date. The methods used to determine fair
value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of
assessing fair value result in general approximation of value, and such value may never actually be realized.
Impairment Financial assets
The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets
which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing
component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses
are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk
from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses
(or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be
recognised is recognized as an impairment gain or loss in profit or loss.
Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with
an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of
transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments
and item of income or expenses associated with investing or financing cash flows. The cash flows from operating,
investing and financing activities of the Company are segregated.
Earnings per share (EPS)
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity shareholders of the
Company by the weighted average number of Equity shares outstanding during the year. Diluted EPS is
calculated by dividing the profit attributable to ordinary equity shareholders of the Company by the weighted
average number of Equity shares outstanding during the year plus the weighted average number of Equity shares
that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
Corporate Social Responsibility (CSR) expenditure
356CSR Expenditure as per provisions of section 135 of the Act read with rules issued thereunder, is charged to the
statement of profit and loss as an expense.
Segment Reporting
The accounting policies adopted by the Company for segment reporting are in line with the Indian accounting
standard on Segmental Reporting.
Primary Segment
The Company has two reportable segment Viz. Polymer and Trading, which have been identified in line with
the Indian Accounting standard 108 on Segment Reporting, considering the organizational structure as well as
differential risk and return of these segments.
Secondary Segment
The secondary segment is based on geographical demarcation i.e. India and rest of the world.
KEY FINANCIAL KPI OF OUR COMPANY
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue From operations (₹ in lakhs) 32,843.59 29,635.83 31,461.61
EBITDA (₹ in lakhs) 3,966.31 2,104.91 1,792.31
Growth in EBITDA % 88.43% 17.44% -
EBITDA Margin (%) 12.08% 7.10% 5.70%
Profit after tax (₹ in lakhs) 2,113.60 752.20 624.98
Growth in PAT % 180.99% 20.36% -
EPS 4.69 1.67 1.39
PAT Margin (%) 6.44% 2.54% 1.99%
Return on Equity (ROE) (%) 36.83% 17.48% 16.74%
Debt To Equity Ratio 1.11 2.05 2.30
Return on Capital Employed (ROCE) (%) 25.46% 12.84% 11.93%
Current Ratio 1.44 1.26 1.22
NAV / Book Value 15.09 10.40 8.72
Return on Net Worth 31.11% 16.06% 15.92%
Return on Total Assets 11.80% 4.46% 3.88%
Notes:
a) As certified by the Statutory Auditor pursuant to their certificate dated August 6, 2025. The Audit committee in its resolution
dated July 27, 2025 has confirmed that the Company has not disclosed any KPIs to any investors at any point of time during
the three years preceding the date of this Draft Red Herring Prospectus other than as disclosed in this section.
b) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial Statements.
c) EBITDA refers to earnings before interest, taxes, depreciation, amortisation, gain or loss from continued operations and
exceptional items.
d) Growth in EBITDA % means growth in % terms of the current year as compared to the preceding year.
e) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period.
f) Profit after Tax refers to sum of total income less total expenses after considering the tax expense.
g) Growth in PAT % means growth in % terms of the current year as compared to the preceding year.
h) EPS is Earnings per share calculated as Profit attributable to shareholders of the company divided by the weighted average
number of shares outstanding during the period.
i) Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net
profit after taxes by our revenue from operations.
j) Return on equity (RoE) is equal to profit for the year divided by the average equity and is expressed as a percentage.
k) Debt to equity ratio is calculated by dividing the debt (i.e., borrowings (current and non-current) and lease liabilities by total
equity (which includes issued capital and all other equity reserves).
l) Return on Capital Employed (%) is calculated as EBIT divided by capital employed. Capital employed is calculated as net
worth and total debt add Net Deferred Tax (Liabilities)
m) Current Ratio is a liquidity ratio that measures our ability to pay short-term obligations (those which are due within one year)
and is calculated by dividing the current assets by current liabilities.
n) NAV / Book Value is defined as Net Asset Value and is calculated as Shareholders Net worth divided by the weighted average
number of shares outstanding during the period.
o) RoNW is defined as Return on Net Worth that is Equity share capital add reserves and other equity, return that is net profit is
divided by Net worth to calculate this ratio.
p) Return on Total Assets is calculated as return that is net profit is divided by the total assets during the year.
357Reconciliation of some Key Non – GAAP Measures
1) EBITDA
(₹ in lakhs)
Particulars FY 2025 FY 2024 FY 2023
Earnings before Tax 2,827.05 969.33 875.52
+ Finance Costs 831.80 864.76 672.95
+ Depreciation 307.46 270.82 243.84
Total 3,966.31 2,104.91 1,792.31
2) Return on Equity (ROE)
Particulars FY 2025 FY 2024 FY 2023
Net Profit for the year 2,113.60 752.20 624.98
/ Average Equity 5,738.45 4,304.23 3,733.37
Return on Equity (ROE) 36.83% 17.48% 16.74%
3) Debt to Equity Ratio
(₹ in lakhs)
Particulars FY 2025 FY 2024 FY 2023
Long term debt 66.38 300.36 504.70
+ Short term Debt 7,325.85 9,076.33 8,455.27
Total Debt 7,532.32 9,580.93 9,043.70
Particulars FY 2025 FY 2024 FY 2023
Equity Share capital 960.17 960.17 960.17
+ Other Equity 5,834.02 3,722.55 2,965.58
Net Worth / Shareholders equity 6,794.19 4,682.72 3,925.75
+ NCI - - -
Total equity 6,794.19 4,682.72 3,925.75
Debt to Equity Ratio 1.11 2.05 2.30
4) Return on Capital Employed
(₹ in lakhs)
Particulars FY 2025 FY 2024 FY 2023
Earnings before Tax 2,827.05 969.33 875.52
+ Finance Costs 831.80 864.76 672.95
Total EBIT 3,658.85 1,834.09 1,548.47
Particulars FY 2025 FY 2024 FY 2023
Total Equity 6,794.19 4,682.72 3,925.75
+ Total Debts 7,532.32 9,580.93 9,043.70
+ Net Deferred Tax (Liabilities) 43.20 18.77 12.54
Total Capital Employed 14,369.71 14,282.42 12,981.99
Return on Capital Employed 25.46% 12.84% 11.93%
5) Return on Net worth
(₹ in lakhs)
Particulars FY 2025 FY 2024 FY 2023
Net Profit for the year 2,113.60 752.20 624.98
/ Total Equity 6,794.19 4,682.72 3,925.75
Return on Net worth 31.11% 16.06% 15.92%
6) Return on Total Assets
(₹ in lakhs)
Particulars FY 2025 FY 2024 FY 2023
Net Profit for the year 2,113.60 752.20 624.98
/ Total Assets 17,914.16 16,848.95 16,126.44
Return on Total Assets 11.80% 4.46% 3.88%
358RESULTS OF KEY OPERATIONS
The following table sets forth select financial data from our restated financial statement of profit and loss for the
financial years ended March 31, 2025, 2024 and 2023 the components of which are also expressed as a percentage
of total income for such period and financial years
(₹ in lakhs)
Particulars For the % of For the % of For the % of
Year ended Income Year ended Income Year ended Income
March 31, in FY March 31, in FY March 31, in FY
2025 2025 2024 2024 2023 2023
INCOME
Revenue From Operations (Net) 32,843.59 97.55% 29,635.83 98.29% 31,461.61 99.32%
Other Income 826.23 2.45% 514.61 1.71% 215.94 0.68%
Total Income (I + II) 33,669.82 100.00% 30,150.44 100.00% 31,677.55 100.00%
EXPENSES
Cost of materials consumed 18,932.07 56.23% 20,993.87 69.63% 23,238.81 73.36%
Purchase of traded goods 7,660.13 22.75% 4,097.38 13.59% 4,163.18 13.14%
(Increase)/ decrease in inventories -38.52 -0.11% -226.70 -0.75% -647.86 -2.05%
of finished goods, stock-in-transit,
work-in-progress & traded goods
Employee benefit expenses 714.79 2.12% 723.63 2.40% 706.67 2.23%
Depreciation and amortization 307.46 0.91% 270.82 0.90% 243.84 0.77%
expenses
Finance costs 868.37 2.58% 915.23 3.04% 727.44 2.30%
Other expenses 2,398.47 7.12% 2,406.88 7.98% 2,369.95 7.48%
Total Expenses (IV) 30,842.77 91.60% 29,181.11 96.79% 30,802.03 97.24%
Profit before tax (III-IV) 2,827.05 8.40% 969.33 3.21% 875.52 2.76%
Tax expense
- Current tax 686.10 2.04% 203.94 0.68% 238.25 0.75%
- Deferred tax charge/(credit) 25.25 0.07% 4.39 0.01% 10.40 0.03%
- Tax in respect of earlier years 2.10 0.01% 8.80 0.03% 1.89 0.01%
Total tax expense 713.45 2.12% 217.13 0.72% 250.54 0.79%
Profit for the year (V-VI) 2,113.60 6.28% 752.20 2.49% 624.98 1.97%
Other comprehensive
income/(expenses)
(i) Items that will not to be
reclassified to profit or loss in
subsequent periods
Re-measurement gain/ (loss) on -2.96 -0.01% 6.61 0.02% 2.73 0.01%
defined benefit plans
Income tax effect 0.83 0.00% -1.84 -0.01% -0.76 0.00%
(ii) Items that will be reclassified to - - -
profit or loss in subsequent periods
Total Comprehensive Income for 2,111.47 6.27% 756.97 2.51% 626.95 1.98%
the year (VII + VIII)
Review of Restated Financials
Revenue from Operations: Revenue from operations mainly consists of sale of products and sale of services.
Sale of products are from following segments: Finished goods and Traded goods. Finished goods are further
divided into Polyethylene compound and Cable filing compound. Traded goods comprises of sale of
Polyethylene compound, cable filing compound and Spares and consumables. Cable filing compound and spares
& consumables were traded in FY 2023 only among the comparative periods. Sale of services constitutes of
commission and job work charges received.
Other Income: Other income includes liabilities and provisions no longer required written back, Interest Income,
Gain on sale of Fixed Assets, Insurance claim, Net gain on foreign currency transactions and miscellaneous
income.
Total Income: Our total income comprises revenue from operations and other income.
Total Expenses: Company’s total expenses consist of Purchases of material and traded goods, Changes in
inventories of Finished goods, WIP and Stock-in-trade, Employee benefit expenses, finance costs, depreciation
359and amortization expenses, and other expenses.
Changes in inventories of Finished goods, WIP and Stock-in-trade: Changes in inventories consists of costs
attributable to an increase or decrease in inventory levels during the relevant financial period in Finished goods,
WIP and Stock-in-trade.
Employee Benefits Expense: Employee benefit expense includes Salary & Wages, Staff Welfare Expenses,
Contributions to provident and other employee funds and provisions for employee benefit expenses.
Finance Cost: Finance cost includes interest on bank loans, interest on lease liability, bank charges and others.
Other expenses: Other expenses mainly consist of Power & fuel, packing materials consumed, travelling and
conveyance, legal & professional charges, loading and unloading charges, cartage outward and miscellaneous
expenses.
COMPARISON OF F.Y. 2025 WITH F.Y. 2024:
Revenue from Operations
The Company's revenue from operations in the financial year 2024-25 is ₹ 32,843.59 lakhs. Out of which, sale
of finished goods constitutes of ₹ 24,160.58 lakhs and sale of traded goods of ₹ 8,572.30 lakhs. Sale of services
constituting of commission of ₹109.06 lakhs and job work charges received of ₹1.65 lakhs. This represents ₹
3,207.76 lakhs or 10.82% increase compared to the previous financial year's revenue from operations of ₹
29,635.83 lakhs. The revenue increase can be attributable to the increase in revenue from export of goods which
saw a significant jump of 131.62% year on year. During this period, we entered new international markets and
solidified our presence in existing ones, strengthening our global ties and presence.
Other Income
Other Income in the financial year 2024-25 increased by ₹ 311.62 lakhs or by 60.55%, reaching ₹ 826.23 lakhs
in comparison to the ₹ 514.61 lakhs earned in the Financial Year 2023-24. The increase was majorly attributable
to an increase in interest income from others by ₹ 116.00 lakhs, increase due to write back off liabilities by ₹
134.59 lakhs, increase in insurance claim by ₹ 42.49 lakhs and miscellaneous income ₹ 43.26 lakhs. Liabilities
were written back when they remained unpaid for over three years and were deemed no longer payable. This
write-back was recorded based on the management's assessment and evaluation of the underlying obligations.
Cost of Materials Consumed
Cost of materials consumed for the financial year 2024-25 amounted to ₹ 18,932.07 lakhs constituting 56.23%
of total income. New purchases during the year amounted to ₹ 17,730.42 lakhs. Raw materials primarily are
Polyethylene and Antioxidizing & additives.
Purchase of Traded Goods
Purchase of traded goods were ₹ 7,660.13 lakhs for the financial year 2024-25, in the financial year 2023-24 the
amount was ₹ 4,097.38 lakhs. This results into 86.95% increase in the balances year on year. The purchases were
for Polyethylene only.
Changes in inventories of Finished goods, WIP and Raw materials
There was an increase of ₹ 38.52 lakhs for Fiscal 2025 as compared to an increase of ₹ 226.70 lakhs for Fiscal
2024, primarily attributable to a higher inventory of Finished goods at the end of Fiscal 2025.
Employee Benefits Expenses
Employee benefit expenses in the Financial Year 2024-25 decreased by 1.22%, reaching ₹ 714.79 lakhs in
comparison to the ₹ 723.63 lakhs incurred in the Financial Year 2023-24. This decrease in employee benefits
expenses primarily stemmed from decrease in salaries and wages, which went down by ₹ 6.54 lakhs.
Finance Costs
Finance Costs in the Financial Year 2024-25 decreased by 5.12%, reaching ₹ 868.37 lakhs in comparison to the
360₹ 915.23 lakhs incurred in the Financial Year 2023-24. This decrease in finance costs primarily stemmed from
decrease in Interest expense on loans from banks which went down by ₹ 52.79 lakhs due to reduction in
borrowings during the year.
Depreciation and amortization expenses
Depreciation and amortization in the Financial Year 2024-25 increased by 13.53%, reaching ₹ 307.46 lakhs in
comparison to the ₹ 270.82 lakhs incurred in the Financial Year 2023-24. The increase in depreciation was
primarily due to addition of the assets and was set off to some extent by the disposal of assets.
Other Expenses
Other expenses in the Financial Year 2024-25 decreased by 0.35%, reaching ₹ 2,398.47 lakhs in comparison to
the ₹ 2,406.88 lakhs incurred in the Financial Year 2023-24. The other expenses were almost identical to the last
year balances and there was just a mere 0.35% decrease. This decrease in other expenses was primarily attributed
to decrease in power and fuel expenses, legal & professional expenses, sales promotion. Decrease in certain
expenses were offset by increase in expenses such as loading and unloading charges and packing materials
consumed.
Tax Expenses
Tax expenses increased by 228.58%, reaching a total of ₹ 713.45 lakhs in the financial year 2024-25, in contrast
to the ₹ 217.13 lakhs balance in the financial year 2023-24.
Profit after Tax (PAT)
Due to the aforementioned factors, the profit experienced an upswing, primarily driven by the growth in total
income and a consequent increase in total expenses as a percentage of total income. The Profit After Tax (PAT)
for the financial year 2024-25 reached ₹ 2,113.60 lakhs, marking an increase from ₹ 752.20 lakhs in the financial
year 2023-24. In the financial year 2024-25, PAT constituted 6.28% of the total income, in contrast to 2.49% in
the fiscal year 2023-24. The company achieved a PAT margin of 6.44% in FY 2025 compared to 2.54% in FY
2024, representing an improvement of 3.90%. This enhancement can be primarily attributed to increased revenue
from operations during the year, coupled with a lower cost of procurement of materials and improvement in
margins on some of our products. This can be attributed to our strategic procurement approach: by sourcing key
raw materials from a select group of suppliers, we leverage higher volumes to negotiate better rates and ensure
consistent input quality; by monitoring market trends, we flexibly switch between domestic and international
markets to minimize costs and optimize operations; by maintaining advance stocks, we meet our customers’ tight
delivery schedules; and, when appropriate, we opportunistically sell excess inventory to capitalize on arbitrage
opportunities without disrupting our normal production.
Of the ₹1,354.50 lakhs profit improvement, the primary contribution came from our cost of material consumed,
which decreased from 84.67% of total revenue in FY 2024 to 80.97% in FY 2025. This indicates that we were
able to procure materials at a lower price in FY 2025 compared to FY 2024.
Due to this reason, we were able to save in our material cost off about 3.70% and in value terms around ₹ 1,214.91
lakhs.
Given below is the working for change in cost of materials consumed:
(₹ in lakhs)
Particulars FY 2025 FY 2024 Growth
Revenue from Operations 32,843.59 29,635.83 3,207.76
Cost of materials consumed + Purchases 26,592.20 25,091.25 1,500.95
Cost of materials consumed + Purchases as % of revenue 80.97% 84.67% 3.70%
Comparing the rate in FY 2024 to FY 2025, i.e. 84.67% the rate at which the company procured material in FY
2024:
(₹ in lakhs)
Particulars FY 2025 FY 2024 Growth
Revenue from Operations 32,843.59 29,635.83 3,207.76
Cost of materials consumed + Purchases 27,807.11 25,091.25 2,715.86
Cost of materials consumed + Purchases as % of revenue 84.67% 84.67% -
361Conclusion and the benefit derived by the company.
(₹ in lakhs)
Growth
Particulars Actual growth considering FY Benefit
2024 as base
Revenue from Operations 32,843.59 32,843.59 -
Cost of materials consumed + Purchases 26,592.20 27,807.11 -
Benefit 6,251.39 5,036.48 1,214.91
COMPARISON OF F.Y. 2024 WITH F.Y. 2023:
Revenue from Operations
The Company's revenue from operations in the financial year 2023-24 is ₹ 29,635.83 lakhs. Out of which, sale
of finished goods constitutes of ₹ 25,441.47 lakhs and sale of traded goods of ₹ 4,100.00 lakhs. Sale of services
constituting of commission of ₹ 94.27 lakhs and job work charges received of ₹ 0.09 lakhs. This represents ₹
1,825.78 lakhs or 5.80 % decrease compared to the previous financial year's revenue from operations of ₹
31,461.61 lakhs. The revenue decrease can be attributable to the decrease in revenue from products sold of
polyethylene compound and cable filing compound by 8.16% year on year. This is largely the result of
restructuring our internal SKUs and prioritizing margin improvement.
Other Income
Other Income in the financial year 2023-24 increased by ₹ 298.67 lakhs or by 138.31%, reaching ₹ 514.61 lakhs
in comparison to the ₹ 215.94 lakhs earned in the Financial Year 2022-23. The increase was majorly attributable
to an increase in interest income from banks and others by ₹ 18.97 lakhs, increase due to write back off liabilities
by ₹ 201.29 lakhs and increase in insurance claim by ₹ 14.15 lakhs. Liabilities were written back when they
remained unpaid for over three years and were deemed no longer payable. This write-back was recorded based
on the management's assessment and evaluation of the underlying obligations.
Cost of Materials Consumed
Cost of materials consumed for the financial year 2023-24 amounted to ₹ 20,993.87 lakhs constituting 69.63%
of total income. New purchases during the year amounted to ₹ 20,301.85 lakhs. Raw materials primarily are
Polyethylene and Antioxidizing & additives.
Purchase of Traded Goods
Purchase of traded goods were ₹ 4,097.38 lakhs for the financial year 2023-24, in the financial year 2022-23 the
amount was ₹ 4,163.18 lakhs. This results into a mere 1.58% decrease in the balances year on year. The purchases
were for Polyethylene only.
Changes in inventories of Finished goods, WIP and Raw materials
There was an increase of ₹ 226.70 lakhs for Fiscal 2024 as compared to an increase of ₹ 647.86 lakhs for Fiscal
2023, primarily attributable to a higher inventory of Finished goods at the end of Fiscal 2024.
Employee Benefits Expenses
Employee benefit expenses in the Financial Year 2023-24 increased by 2.40%, reaching ₹ 723.63 lakhs in
comparison to the ₹ 706.67 lakhs incurred in the Financial Year 2022-23. This increase in employee benefits
expenses primarily stemmed from increase in salaries and wages, which went up by ₹ 17.98 lakhs.
Finance Costs
Finance Costs in the Financial Year 2023-24 increased by 25.82%, reaching ₹ 915.23 lakhs in comparison to the
₹ 727.44 lakhs incurred in the Financial Year 2022-23. This increase in finance costs primarily stemmed from
increase in Interest expense on loans from banks and others which went up by ₹ 189.96 lakhs due to increase in
borrowings during the year.
Depreciation and amortization expenses
362Depreciation and amortization in the Financial Year 2023-24 increased by 11.06%, reaching ₹ 270.82 lakhs in
comparison to the ₹ 243.84 lakhs incurred in the Financial Year 2022-23. The increase in depreciation was
primarily due to addition of the assets and was set off to some extent by the disposal of assets.
Other Expenses
Other expenses in the Financial Year 2023-24 increased by 1.56%, reaching ₹ 2,406.88 lakhs in comparison to
the ₹ 2,369.95 lakhs incurred in the Financial Year 2022-23. The other expenses were almost identical to the last
year balances and there was just a mere 1.56% increase. This increase in other expenses was primarily attributed
to increase in power and fuel expenses, packing material consumed, sales promotion. Increase in certain expenses
were offset by decrease in expenses such as legal & professional charges.
Tax Expenses
Tax expenses decreased by 13.34%, reaching a total of ₹ 217.13 lakhs in the financial year 2023-24, in contrast
to the ₹ 250.54 lakhs balance in the financial year 2022-23.
Profit after Tax (PAT)
Due to the aforementioned factors, the profit experienced an upswing, primarily driven by the efficient cost of
material consumed and a consequent increase in total expenses as a percentage of total income. The Profit After
Tax (PAT) for the financial year 2023-24 reached ₹ 752.20 lakhs, marking an increase from ₹ 624.98 lakhs in
the financial year 2022-23. In the financial year 2023-24, PAT constituted 2.49% of the total income, in contrast
to 1.97% in the fiscal year 2022-23. The company achieved a PAT margin of 2.54 % in FY 2024 compared to
1.99% in FY 2023, representing a modest improvement of 0.55%. This improvement stems mainly from more
efficient material usage and reduced procurement costs and includes ₹201.29 lakhs gain from writing back
liabilities. These liabilities unpaid for over three years and deemed no longer payable were reversed based on
management’s evaluation of the underlying obligations.
Cash Flow
The table below summaries our cash flows from our Restated Financial Information for the financial years ended
in 2025, 2024, and 2023:
Particulars FY 2025 FY 2024 FY 2023
Net cash (used)/ Generated from operating activities 2,485.26 268.35 (891.56)
Net cash (used)/ Generated from investing activities 85.68 (75.11) (417.71)
Net cash (used)/ Generated from finance activities (2,571.76) (224.07) 1,233.01
Net increase/ (decrease) in cash and cash equivalents (0.82) (30.83) (76.26)
Cash and Cash Equivalents at the beginning of the period 1.99 32.82 109.08
Cash and Cash Equivalents at the end of period 1.17 1.99 32.82
Cash Flow from / (used in) Operating Activities
Net cash generated from operating activities in the Fiscal 2025 was ₹ 2,485.26 lakhs and our profit before tax
for that period was ₹ 2,827.05 lakhs. The difference was primarily attributable to depreciation of ₹ 307.46 lakhs,
Interest expense of ₹ 831.80 lakhs, Liabilities & provisions no longer required written back of ₹ (414.39) lakhs,
interest received ₹ (252.03) lakhs and thereafter change in working capital of ₹ (360.63) lakhs respectively,
resulting in gross cash generated from operations at ₹ 3,013.84 lakhs. We have paid income tax of ₹ 528.58
lakhs.
Net cash generated from operating activities in the Fiscal 2024 was ₹ 268.35 lakhs and our profit before tax for
that period was ₹ 969.33 lakhs. The difference was primarily attributable to depreciation of ₹ 270.82 lakhs,
Interest expense of ₹ 864.76 lakhs, Liabilities & provisions no longer required written back of ₹ (279.80) lakhs,
interest received ₹ (145.01) lakhs and thereafter change in working capital of ₹ (1,221.79) lakhs respectively,
resulting in gross cash generated from operations at ₹ 486.32 lakhs. We have paid income tax of ₹ 217.97 lakhs.
Net cash generated from operating activities in the Fiscal 2023 was ₹ (891.56) lakhs and our profit before tax for
that period was ₹ 875.52 lakhs. The difference was primarily attributable to depreciation of ₹ 243.84 lakhs,
Interest expense of ₹ 672.95 lakhs, Liabilities & provisions no longer required written back of ₹ (78.51) lakhs,
interest received ₹ (126.04) lakhs and thereafter change in working capital of ₹ (2,341.41) lakhs respectively,
resulting in gross cash generated from operations at ₹ (671.82) lakhs. We have paid income tax of ₹ 219.74 lakhs.
363Cash Flow from / (used in) Investing Activities
In the Fiscal 2025, our net cash used in investing activities was ₹ 85.68 lakhs, which was primarily for Purchase
of PPE of ₹ (274.73) lakhs, proceeds from sale of PPE of ₹ 25.35 lakhs, Interest received of ₹ 256.60 lakhs and
deposit in term deposits of ₹ 79.40 lakhs during the said period.
In the Fiscal 2024, our net cash used in investing activities was ₹ (75.11) lakhs, which was primarily for Purchase
of PPE of ₹ (285.45) lakhs, increase in other non-current financial assets of ₹ (22.43) lakhs, Interest received of
₹ 142.35 lakhs and deposit in term deposits of ₹ 88.84 lakhs during the said period.
In the Fiscal 2023, our net cash used in investing activities was ₹ (417.71) lakhs, which was primarily for
Purchase of PPE of ₹ (404.22) lakhs, Interest received of ₹ 126.38 lakhs and new deposits of ₹ (164.33) lakhs
during the said period.
Cash Flow from / (used in) Financing Activities
In the Fiscal 2025, our net cash generated from financing activities was ₹ (2,571.76) lakhs. This was primarily
due to repayment short term of borrowings of ₹ (1,346.24) lakhs, repayment of long-term borrowings ₹ (233.98)
lakhs, repayment of lease liabilities of ₹ (107.35) lakhs and interest expense of ₹ (884.19) lakhs.
In the Fiscal 2024, our net cash generated from financing activities was ₹ (224.07) lakhs. This was primarily due
to proceeds from long-term borrowings of ₹ 29.65 lakhs, repayment of long-term borrowings of ₹ (233.99) lakhs,
proceeds from short term borrowings of ₹ 891.71 lakhs, repayment of lease liabilities of ₹ (117.13) lakhs and
interest expense of ₹ (794.31) lakhs.
In the Fiscal 2023, our net cash generated from financing activities was ₹ 1,233.01 lakhs. This was primarily due
to proceeds from short-term borrowings of ₹ 2,092.81 lakhs, repayment of long-term borrowings of ₹ (234.86)
lakhs, proceeds of long-term borrowings of ₹ 99.00 lakhs, repayment of lease liabilities of ₹ (74.55) lakhs and
interest expense of ₹ (649.39) lakhs.
CONTINGENT LIABILITIES AND COMMITMENTS
For the Year For the Year For the Year
ended ended ended
Particulars
March 31, March 31, March 31,
2025 2024 2023
Contingent Liabilities
a. Outstanding bank guarantees with
- IOCL 800.00 800.00 800.00
- others * 93.54 122.34 361.83
b. GST Appeal 18-19 -Goa & Delhi ** 54.83 - -
c. Undisputed income tax demand *** 2.36 2.36 2.36
d. Custom duty liability in respect of matters in appeal 5.31 5.31 5.31
e. Disputed income tax demand for AY 2023-24 ** 24.10 - -
f. Letter of comfort (Financial Guarantee) given on behalf of
900.00 - -
related party (Refer Note 38)
Capital Commitments
a. Estimated value of contract remaining to be executed on
capital account and not provided for (net of capital advances of
236.21 - -
INR 119.97 Lacs (March 31, 2024: Nil and March 31, 2023:
Nil) ##
* Includes Bank Guarantees in USD 2,000 (March 31, 2024: USD 37,595 and March 31, 2023: USD 86,508).
** The company is contesting the demands and the management, including its tax advisors, believe that it’s position will likely
be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised.
The management believes that the ultimate outcome of proceeding will not be having materially adverse effect on the company
financial position and results of operations. The company has deposited the amount of INR 5.48 Lacs amount of pre-deposit
under GST appeals.
*** Includes undisputed o/s income tax demand pertaining to AY 2014-15 & AY 2013-14
## Estimated value of contract remaining to be executed on capital account and not provided for amounting to USD 2,76,500
(net of capital advances of USD 1,18,500 (March 31, 2024: Nil and March 31, 2023: Nil).
The Honourable Supreme Court has passed a decision on 28th February 2019 in relation to inclusion of certain
364allowances within the scope of "Basic wages" for the purpose of determining contribution to provident fund
under the Employee's Provident Funds & Miscellaneous Provisions Act, 1952. The Company is awaiting further
clarifications in this matter in order to reasonably assess the impact on its financial statements, if any.
Accordingly, the applicability of the judgment to the Company, with respect to the period and the nature of
allowances to be covered, and resultant impact on the past provident fund liability, cannot be reasonably
ascertained, at present.
FINANCIAL RISK MANAGEMENT
The activities of the Company expose it to a number of financial risks namely market risk, credit risk and liquidity
risk. The Company seeks to minimize the potential impact of unpredictability of the financial markets on its
financial performance. The Company does regularly monitor, analyse and manage the risks faced by the
Company and to set and monitor appropriate risk limits and controls for mitigation of the risks.
A. MANAGEMENT OF MARKET RISK:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises of two types of risks: interest rate risk and currency rate risk.
Financial instruments affected by market risk includes borrowings and investments. The Company has
international trade operations and is exposed to a variety of market risks, including currency and interest rate
risks.
(i) Management of interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates
primarily to the Company's borrowing with floating interest rates. The Company constantly monitors the credit
markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost
(₹ in lakhs)
Non-Interest-
Floating Rate Fixed rate
March 2025 bearing Total Borrowings
borrowings borrowings
borrowings
Financial Liabilities (borrowings) 7,091.86 300.37 - 7,392.23
(₹ in lakhs)
Non-Interest-
Floating Rate Fixed rate Total
March 2024 bearing
borrowings borrowings Borrowings
borrowings
Financial Liabilities (borrowings) 7,601.08 532.33 346.76 8,480.17
(₹ in lakhs)
March 2023 Floating Rate Fixed rate Non-Interest- Total
borrowings borrowings bearing Borrowings
borrowings
Financial Liabilities (borrowings) 7,459.70 730.10 770.17 8,959.97
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion
of loans and borrowings affected, after the impact of hedge accounting. With all other variables held constant,
the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:
As At As At As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
1% Increase in (in Interest rates) 70.92 76.01 74.60
1% decrease in (in Interest rates) (70.92) (76.01) (74.60)
(ii) Management of currency risk:
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates. The Company has foreign currency trade receivables and is therefore
exposed to foreign exchange risk. The Company mitigates the foreign exchange risk by setting appropriate
exposure limits, periodic monitoring of the exposures etc. The exchange rates have been volatile in the recent
years and may continue to be volatile in the future. Hence the operating results and financials of the Company
may be impacted due to volatility of the rupee against foreign currencies.
365Exposure to currency risk (The Company has exposure only in USD/EURO/AED converted to functional
currency i.e. ₹)
The currency profile of financial assets and financial liabilities as at March 31, 2025, March 31, 2024, and March
31, 2023, are as below:
(₹ in lakhs)
As at
Particulars As At As At March 31, 2023
March 31, 2025 March 31, 2024
Trade Payable (USD) USD 1,137 - USD 1,94,314
Trade Payable (INR) 0.97 - 159.76
Trade Receivable (USD) USD 12,63,074 USD 1,03,197 USD 4,85,211
Trade Receivable (INR) 1,079.04 86.04 398.93
Working Capital Loan-USD USD 5,75,433 USD 7,15,090 USD 19,12,323
Working Capital Loan-(INR) 491.60 596.20 1,572.25
Advance to Suppliers-USD USD 1,72,418 USD 2,61,222 USD 48,997
Advance to Suppliers-(INR) 147.30 217.79 40.28
Advance to Suppliers-AED AED 40 AED 40 AED 40
Advance to Suppliers-(INR) 0.01 0.01 0.01
Advance to Suppliers-EUR - EUR 59.5 -
Advance to Suppliers-(INR) - 0.05 -
Forward contract outstanding for purpose of hedging as at Balance Sheet date:
(₹ in lakhs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
USD 3,67,076 2,06,812 3,19,512
INR 313.59 172.43 262.69
Sensitivity Analysis:
(₹ in lakhs)
As At As At As At
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade Payable
1% Increase in (in Functional currency) 0.01 - 1.60
1% decrease in (in Functional currency) (0.01) - (1.60)
Trade Receivable
1% Increase in (in Functional currency) (10.79) (0.86) (3.99)
1% decrease in (in Functional currency) 10.79 0.86 3.99
Working Capital Loan-USD
1% Increase in (in Functional currency) 4.92 5.96 15.72
1% decrease in (in Functional currency) (4.92) (5.96) (15.72)
Advance to Suppliers-USD
1% Increase in (in Functional currency) (1.47) (2.18) (0.40)
1% decrease in (in Functional currency) 1.47 2.18 0.40
Advance to Suppliers-AED
1% Increase in (in Functional currency) (0.00) (0.00) (0.00)
1% decrease in (in Functional currency) 0.00 0.00 0.00
Advance to Suppliers-EUR
1% Increase in (in Functional currency) - (0.00) -
1% decrease in (in Functional currency) - 0.00 -
MANAGEMENT OF CREDIT RISK
"Credit risk refers to the risk of default on its obligations by a counterparty to the Company resulting in a financial
loss to the Company. The Company is exposed to credit risk from its operating activities (trade receivables) and
foreign exchange transactions and financial instruments.
366Credit risk from trade receivables is managed through the Company’s policies, procedures and controls relating
to customer credit risk management by establishing credit limits, credit approvals and monitoring
creditworthiness of the customers to which the Company extends credit in the normal course of business.
Outstanding customer receivables are regularly monitored. The Company has no concentration of credit risk as
the customer base is widely distributed.
The Company’s historical experience of collecting receivables and the level of default indicate that credit risk is
low and generally uniform across markets; consequently, trade receivables are considered to be a single class of
financial assets. All overdue customer balances are evaluated taking into account the age of the dues, specific
credit circumstances, the track record of the counterparty etc. Loss allowances and impairment is recognised,
where considered appropriate by responsible management."
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated
banks and diversifying bank deposits and accounts in different banks.
Trade Receivables
Trade receivables are generally unsecured and non-interest bearing. There is no significant concentration of
credit risk. The Company’s credit risk management policy in relation to trade receivables involves periodically
assessing the financial reliability of customers, taking into account their financial position, past experience and
other factors. The utilization of credit limits regularly monitored. The Company’s credit risks mainly confined
to the risk of customers defaulting against credit sales made. Outstanding trade receivables are regularly
monitored by credit monitoring Company. In respect of trade receivables, the Company recognises a provision
for lifetime expected credit losses after evaluating the individual probabilities of default of its customers which
are duly based on the inputs received from the marketing teams of the Company.
Other financial assets measured at amortised cost loans and other financial assets are considered to have low
credit risks since there is a low risk of default by the counter parties owing to their strong capacity to meet
contractual cash flow obligations in the near term. Credit risk related to these other financial assets is managed
by monitoring the recoverability of such amounts continuously, while at the same time internal control system
in place ensure the amounts are within defined limits
Credit risk exposure
Financial assets (other than trade receivables)
Company provides for expected credit losses on loans other than trade receivables by assessing individual
financial instruments for expectation of any credit losses. -
For cash & cash equivalents, other bank balances and derivative financial instruments-Since the Company deals
with only high-rated banks and financial institutions, credit risk in respect of cash and cash equivalents, derivative
financial instruments, other bank balances and bank deposits is evaluated as very low. -
For loans comprising security deposits paid - Credit risk is considered low because the Company is in possession
of the underlying asset. -
For other financial assets Credit risk is evaluated based on Company knowledge of the credit worthiness of those
parties and loss allowance is measured. For such financial assets, the Company policy is to provide for 12 month
expected credit losses up on initial recognition and provide for lifetime expected credit losses upon significant
increase in credit risk.
(₹ in lakhs)
Carrying
Gross Expected Expected amount net
March 2025 carrying probability credit of
amount of default losses impairment
provision
Cash deposits with banks 1.17 0.00% - 1.17
Bank Balance other than cash and cash equivalents 170.85 0.00% - 170.85
Other financial assets 1,311.40 1.71% 22.46 1,288.94
367(₹ in lakhs)
Carrying
Gross Expected Expected amount net
March 2024 carrying probability credit of
amount of default losses impairment
provision
Cash deposits with banks 1.99 0.00% - 1.99
Bank Balance other than cash and cash equivalents 253.36 0.00% - 253.36
Other financial assets 382.88 5.87% 22.46 360.42
(₹ in lakhs)
Carrying
Gross Expected Expected amount net
March 2023 carrying probability credit of
amount of default losses impairment
provision
Cash deposits with banks 32.82 0.00% - 32.82
Bank Balance other than cash and cash equivalents 344.74 0.00% - 344.74
Other financial assets 146.02 15.38% 22.46 123.56
Expected credit loss for trade receivables under simplified approach
In Respect of Trade Receivables, the company measures the loss allowance at an amount equal to the lifetime
expected credit losses using a simplified approach.
(₹ in lakhs)
Carrying
Gross Significant Expected amount net
Credit
March 2025 carrying increase in credit of
Impaired
amount credit risk losses impairment
provision
Not due 4,357.81 - - - 4,357.81
Not more than 6 months 2,176.64 - - - 2,176.64
More than 6 months but less than 1 year 485.82 - - - 485.82
More than 1 year 656.42 99.36 267.88 303.85 352.57
Total 7,676.69 99.36 267.88 303.85 7,372.84
(₹ in lakhs)
Carrying
Gross Significant Expected amount net
Credit
March 2024 carrying increase in credit of
Impaired
amount credit risk losses impairment
provision
Not due 3,674.56 - - - 3,674.56
Not more than 6 months 2,290.44 - - - 2,290.44
More than 6 months but less than 1 year 56.74 - - - 56.74
More than 1 year 551.12 71.04 267.88 303.85 247.27
Total 6,572.86 71.04 267.88 303.85 6,269.01
(₹ in lakhs)
Carrying
Gross Significant Expected amount net
Credit
March 2023 carrying increase in credit of
Impaired
amount credit risk losses impairment
provision
Not due 5,102.32 - - - 5,102.32
Not more than 6 months 731.55 32.20 - - 731.55
More than 6 months but less than 1 year 41.44 1.36 - - 41.44
More than 1 year 613.11 110.69 267.88 303.85 309.26
Total 6,488.42 144.25 267.88 303.85 6,184.57
MANAGEMENT OF LIQUIDITY RISK:
Liquidity risk is the risk that the Company may not be able to meet its present and future cash obligations without
incurring unacceptable losses. The Company’s objective is to maintain at all times, optimum levels of liquidity
to meet its obligations. The Company closely monitors its liquidity position and has a cash management system.
The Company maintains adequate sources of financing including debt and overdraft from domestic and
368international banks and financial markets at optimized cost.
Maturities of financial liabilities
The tables below analyse the company’s financial liabilities into relevant maturity groupings based on their
contractual maturities for all non-derivative financial liabilities, and 'The amounts disclosed in the table are the
contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact
of discounting is not significant.
(₹ in lakhs)
Carrying Less than 1
March 2025 1 – 3 years Above 3 years Total
amount year
Borrowings 7,392.23 7,325.85 66.38 - 7,392.23
Trade payable 2,746.62 2,746.62 - - 2,746.62
Lease liabilities 140.09 100.42 47.62 - 148.04
Other financial liabilities 93.85 93.85 - - 93.85
Total 10,372.79 10,266.74 114.00 - 10,380.74
(₹ in lakhs)
Carrying Less than 1 Above 3
March 2024 1 – 3 years Total
amount year years
Borrowings 9,376.69 9,076.32 300.37 - 9,376.69
Trade payable 1,997.56 1,997.56 - - 1,997.56
Lease liabilities 204.24 97.01 127.37 - 224.38
Other financial liabilities 156.04 156.04 - - 156.04
Total 11,734.53 11,326.93 427.74 - 11,754.67
(₹ in lakhs)
Carrying Less than 1
March 2023 1 – 3 years Above 3 years Total
amount year
Borrowings 8,959.97 8,455.27 504.70 - 8,959.97
Trade payable 2,629.03 2,629.03 - - 2,629.03
Lease liabilities 83.73 74.68 12.10 - 86.78
Other financial liabilities 98.74 98.74 - - 98.74
Total 11,771.47 11,257.72 516.80 - 11,774.52
Fair value measurement
Fair value of the financial instruments is classified in various fair value hierarchies based on the following three
levels:
Level 1: Quoted prices for identical instruments in an active market.
Level 2: Directly (i.e., as prices) or indirectly (i.e., derived from prices) observable market inputs, other than
Level 1 inputs; and.
Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined
in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by
prices from observable current market transactions in the same instrument nor are they based on available market
data.
Financial assets and liabilities measured at fair value - recurring fair value measurements
On the adoption of IND AS for first time Company has not measured its Assets and Liabilities at Fair Value and
the same policy has been adopted by the company for all the relevant periods.
Financial assets and liabilities measured at amortised cost
The following table presents the fair value hierarchy of assets and liabilities measured at amortised cost:
369(₹ in lakhs)
Fair Value Fair Value Fair Value
Fair value as at as at as at
Particulars
hierarchy March 31 March 31 March 31
2025 2024 2023
Financial assets
a) Measured at amortised cost
i) Cash and cash equivalent L3 1.17 1.99 32.82
ii) Bank Balance other than cash and cash equivalents L3 170.85 253.36 344.74
iii) Trade receivables L3 7,372.84 6,269.01 6,184.57
iv) Other non-current financial assets L3 30.98 27.33 7.20
v) Other current financial assets L3 1,257.96 333.09 116.36
Total Financial assets 8,833.80 6,884.78 6,685.69
Financial Liabilities
a) Measured at amortised cost
i) Cash Credit facilities L3 3,222.97 2,739.73 2,789.58
ii)Term loans L3 300.37 532.33 730.10
iii) Trade payables L3 2,746.62 1,997.56 2,629.03
iv) Other Current loans L3 3,868.89 6,104.63 5,440.29
v) Other current financial liabilities L3 91.11 156.04 98.74
vi) Lease liability L3 140.09 204.24 83.73
T otal financial liabilities 10,370.05 11,734.53 11,771.47
a). The carrying amount loans, investment, trade receivables, other bank balances, cash and cash equivalents,
trade payables and other financial liabilities which are short term in nature are considered to same as their fair
values.
b). All the long-term borrowing facilities availed by the Company from unrelated parties are fixed rate facilities
which are not subject to changes in underlying interest rate indices. Hence fair value is not significantly different
from the carrying value.
c). All financial assets and financial liabilities are classified as level 3 fair values in the fair value hierarchy due
to the use of unobservable inputs, including own credit risk.
Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:
1. Unusual or infrequent events or transactions
To our knowledge there have been no unusual or infrequent events or transactions that have taken place during
the last three years.
2. Significant economic changes that materially affected or are likely to affect income from
continuing operations.
Our business has been subject, and we expect it to continue to be subject to significant economic changes arising
from the trends identified above in ‘Factors Affecting our Results of Operations’ and the uncertainties described
in the section entitled “Risk Factors” beginning on page 33 of this Draft Red Herring Prospectus. To our
knowledge, except as we have described in this Draft Red Herring Prospectus, there are no known factors which
we expect to bring about significant economic changes.
3. Income and Sales on account of major product/main activities
Income and sales of our Company mainly consists of sale of products from following segments:
(₹ in lakhs)
FY 2024-25 FY 2023-24 FY 2022-23
Particulars
Polymer Trading Total Polymer Trading Total Polymer Trading Total
Division Division Division
REVENUE
External 24,162.23 8,681.36 32,843.59 25,441.56 4,194.27 29,635.23 27,703.11 3,758.50 31,461.61
Sales
Inter - - - - - - - - -
Segment
Sales
370FY 2024-25 FY 2023-24 FY 2022-23
Particulars
Polymer Trading Total Polymer Trading Total Polymer Trading Total
Division Division Division
Total 24,162.23 8,681.36 32,843.59 25,441.56 4,194.27 29,635.23 27,703.11 3,758.50 31,461.61
Revenue
RESULTS
Segment 3,456.87 238.55 3,695.42 1,636.32 248.24 1,884.56 1,430.05 173.91 1,602.96
Results
Unallocated - - - - - - - - -
Corporate
Expenses
Operating - - 3,281.03 - - 1,604.76 - - 1,524.45
Profit
Unallocated - - 414.39 - - 279.80 - - 78.51
Other
Income
Interest - - (868.37) - - (915.23) - - (727.44)
Expenses
Income - - (713.45) - - (217.13) - - (250.54)
Taxes
Net Profit 2,113.60 752.20 624.98
4. Whether the company has followed any unorthodox procedure for recording sales and revenues
Our Company has not followed any unorthodox procedure for recording sales and revenues.
5. Known trends or uncertainties that have had or are expected to have a material adverse impact
on sales, revenue or income from continuing operations.
Apart from the risks as disclosed under Section titled “Risk Factors” beginning on page 33 in this Draft Red
Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected
to have a material adverse impact on revenue or income from continuing operations.
6. Extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices.
Increases in revenues are by and large linked to increases in volume of business.
7. Total turnover of each major industry services in which the issuer company operated.
The company is engaged in one major industry only and the turnover is provided above as per the segment the
company operates in. Also, the relevant industry data, as available, has been included in the chapter titled
“Industry Overview” beginning on page 144 of this Draft Red Herring Prospectus.
8. Status of any publicly announced new products or business services.
Our Company has not announced any new services or business services.
9. The extent to which business is seasonal.
Our Company’s business is not seasonal.
10. Any significant dependence on a single or few suppliers or customers.
The % of contribution of our Company’s suppliers vis-à-vis the total revenue from operations respectively for
the Fiscal 2025, 2024 and 2023 is as follows:
Top Suppliers as a percentage (%) of total purchases
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Top 5 77.85% 64.02% 46.09%
Top 10 83.52% 75.34% 57.75%
371The % of contribution of our Company’s customers vis-à-vis the total revenue from operations
respectively for the Fiscal 2025, 2024 and 2023 is as follows:
Top customers as a percentage (%) of total revenue
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Top 5 50.90% 36.85% 36.81%
Top 10 64.44% 50.52% 51.02%
11. Competitive conditions.
Competitive conditions are as described under the Chapters titled “Industry Overview” and “Our Business”
beginning on pages 144 and 211, respectively of this Draft Red Herring Prospectus.
372OTHER FINANCIAL INFORMATION
Accounting ratios
The accounting ratios derived from Restated Standalone Financial Statements required to be disclosed under the
SEBI ICDR Regulations are set forth below:
Particulars Fiscals
2025 2024 2023
Basic earnings per share1 (in ₹) 4.69 1.67 1.39
Diluted earnings per share2 (in ₹) 4.69 1.67 1.39
EBITDA3 (in ₹ lakhs) 3,966.31 2,104.91 1,792.31
Net worth4 (in ₹ lakhs) 6749.19 4682.72 3925.75
Return on net worth5 (%) 31.11% 16.06% 15.92%
Net asset value per share6 (in ₹) 15.09 10.4 8.72
Notes:
(1) & (2)Basic and Diluted Earnings per Share (₹) = Profit after tax excluding exceptional items before other comprehensive
income attributable to equity shareholders for the year divided by the weighted average no. of equity shares of face value
₹ 10 each. The weighted average number of Equity Shares outstanding during the year is adjusted for the bonus issue of
Equity Shares.
(3)EBITDA refers to earnings before interest, taxes, depreciation, amortisation, gain or loss from continued operations and
exceptional items.
(4)Net Worth is calculated as Equity share capital add reserves and other equity
(5)RoNW is defined as Return on Net Worth that is Equity share capital add reserves and other equity & return that is net
profit, is divided by Net worth to calculate this ratio.
(6)NAV is defined as Net Asset Value and is calculated as Shareholders Net worth divided by the weighted average number
of shares outstanding during the period.
For further details of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on page 344.
Other financial statements
In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company for Fiscals
2025, 2024 and 2023 (“Audited Financial Statements”), respectively, are available on our website at
https://blspolymers.com/investors. As on date of this Draft Red Herring Prospectus, our Company does not have
any subsidiaries. Our Company is providing a link to this website solely to comply with the requirements
specified in the SEBI ICDR Regulations. The Audited Financial Statements of our Company and the reports
thereon do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu
of a prospectus, an offering circular, an offering memorandum, an advertisement, an offer or a solicitation of any
offer or an offer document to purchase or sell any securities under the Companies Act, the SEBI ICDR
Regulations, or any other applicable law in India or elsewhere.
The Audited Financial Statements and the reports thereon should not be considered as part of information that
any investor should consider subscribing for or purchase any securities of our Company or any entity in which
our Shareholders have significant influence and should not be relied upon or used as a basis for any investment
decision. None of the entities specified above, nor any of their advisors, nor BRLM, nor any of their respective
employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or
indirect, arising from any information presented or contained in the Audited Financial Statements, or the opinions
expressed therein.
Related Party Transactions
For further details of the related party transactions, as per the requirements under applicable Accounting
Standards i.e. Ind AS 24 ‘Related Party Disclosures’ read with the SEBI ICDR Regulations, for Fiscals 2025,
2024 and 2023, and as reported in the Restated Standalone Financial Information, see “Financial Statements-
Restated Financial Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 - Disclosures
in respect of related parties pursuant to Ind AS 24” on page 328.
373CAPITALISATION STATEMENT
The following table sets forth our capitalisation derived from our Restated Financial Statements for the financial
year ended and as at March 31, 2025, and as adjusted for the Issue. This table should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Financial
Statements” and “Risk Factors” on pages 344, 279 and 33, respectively.
(in ₹ lakhs)
Particulars Pre-Issue as at March 31, As adjusted for the
202 5 proposed Issue(2)
Total Borrowings
Current borrowings (excluding current maturities)# (A) 7,091.86 -
Non-current borrowings (including current maturities of 300.37 -
long-term borrowings)# (B)
Total Borrowings (C) 7,392.23 -
Total Equity
Equity share capital 960.17 -
Other Equity# 5,834.02 -
Non-controlling interest - -
Total Equity (D) 6,794.19 -
Ratio: Non-Current Borrowings (including current 0.04 -
maturities of long-term borrowings)/Total Equity (B)/(D)
Ratio: Total Borrowings/ Total Equity (C )/ (D) 1.09 -
Note:
1. The above has been derived from the Restated Audited Financial Information.
2. Our Company is proposing to issue the Equity Shares by way of initial public offering. Hence, there will be no change in
the shareholders' funds on account of this Issue.
#These terms carry the same meaning as per Schedule III of the Companies Act.
374RELATED PARTY TRANSACTIONS
For further details of the related party transactions, as per the requirements under applicable Accounting
Standards i.e. Ind AS 24 ‘Related Party Transactions’ read with SEBI ICDR Regulations for the Fiscals 2025,
2024, and 2023 as reported in the Restated Financial Statements, see “Financial Statements- Restated Financial
Statements – Notes to Restated Financial Statements – Annexure VI – Note 38 - Disclosures in respect of related
parties pursuant to Ind AS 24” on page 328.
375FINANCIAL INDEBTEDNESS
Our Company avail loans in the ordinary course of its business for the purposes of capital expenditure, working
capital, funding purchase of vehicles and other business requirements. For details of the borrowing powers of our
Board, please see the chapter entitled “Our Management - Borrowing Powers of our Board” on page 249.
Our Company has obtained the necessary consents required under the loan agreements entered into in connection
with and for undertaking activities in relation to the Issue, including effecting a change in our capital structure,
change in our shareholding pattern, change in our constitutional documents including amending the
Memorandum of Association and Articles of Association of our Company, change in the management or board
composition, as applicable.
A brief summary of the financial indebtedness of our outstanding borrowings, on a consolidated basis, as on
June 30, 2025 is set out below:
Category of borrowing Sanctioned amount Outstanding amount (INR in lakhs)
(Amount in INR lakhs) as on June 30, 2025
Secured
Working Capital Term Loan 243.00 173.13
Vehicle loan 29.65 21.16
Cash credit 7,000.00 3,723.57
Working Capital Demand Loan 2,300.00 2,200.00
Dealer Finance 1,000.00 994.86
Buyers Credit 3,000.00 38.83
Total 13572.65* 7,151.55
(300.00)
Total facilities sanctioned 13,272.65
Note: In addition to the borrowings specified in the table above, our Company also has certain outstanding bank guarantees
amounting to ₹ 890.58 lakhs, as on June 30, 2025.
*In accordance with the addendum facility letter for YES Bank dated June 03, 2025, total working capital utilization to be
capped at INR 3,300.00 lacs (excluding TRY, LCBD & GECL limit). Since the same has not been accepted by our Company,
the limits are still capped at INR 3,000.00 lacs as per previous sanction and the same reflects the difference in total (INR
300.00 lacs) and total facility sanctioned (INR 300.00 lacs).
376Key terms of our borrowings have been provided below:
S. No. Name of the Nature of Loan Sanction Principal Accured Total amount Repayment Prepayment Interest rate as Purpose of
Lender amount (in amount Interest outstanding as schedule/ Date penalty on June 30, borrowings/
INR Lakhs) outstanding as outstanding as on June 30, of redemption conditions 2025 issuance
on June 30, on June 30, 2025
2025 2025 (in INR lacs),
(in INR Lakhs)* (in INR Lakhs) including
accrued interest
1. HDFC Bank Vehicle loan 29.65 21.16 0.12 21.27 To be repaid in 5 No prepayment 12.00% This facility is to
years from the conditions be utilised
date of towards purchase
disbursement, by of car
way of 60
monthly
instalments
commencing on
November, 2023
2. ICICI Bank Vehicle loan - - - - To be repaid in 5 No prepayment 7.85% This facility is to
years from the conditions be utilised
date of towards purchase
disbursement, by of car
way of 60
monthly
instalments
commencing on
July, 2022
3. HDFC Bank Cash credit 2,500.00 2,453.87 - 2,453.87 Repayable on No prepayment 8.28% i.e spread This facility is to
demand conditions of 2.03% linked be utilised
to REPO towards working
capital
facilities of the
business
4. YES Bank* Working Capital 1,800.00 1,800.00 5.42 1,805.42 Repayable on No prepayment 8.45% This facility is to
Demand Loan July 30, 2025 conditions be utilised
towards working
capital facilities
of the business
5. Bank of Dealer Finance 1,000.00 994.86 4.66 999.53 Dealer finance is No prepayment 9.25% This facility is to
Baroda typically repaid conditions be utilised
in 60 days from towards Dealer
date of finance limit
377S. No. Name of the Nature of Loan Sanction Principal Accured Total amount Repayment Prepayment Interest rate as Purpose of
Lender amount (in amount Interest outstanding as schedule/ Date penalty on June 30, borrowings/
INR Lakhs) outstanding as outstanding as on June 30, of redemption conditions 2025 issuance
on June 30, on June 30, 2025
2025 2025 (in INR lacs),
(in INR Lakhs)* (in INR Lakhs) including
accrued interest
availment under Program
with Indian Oil
corporation Ltd.
Polymers division
6. DBS Bank Buyers Credit 500.00 - - - Repayment of No prepayment 5.83% - 6.04%
buyers credit conditions
typically ranges This facility is to
between 120 180 be utilised
days towards working
capital facilities
of the business
7. HDFC Bank Buyers Credit 2,500.00 38.83 0.92 39.75 Repayment of No prepayment 5.90% This facility is to
buyers credit conditions be utilised
typically ranges towards
between 120 180 working
days capital
facilities of the
business
8. YES Bank* Working Capital 243.00 173.13 1.35 174.48 To be repaid in 5 No prepayment 9.01% This facility is to
Term Loan years from the conditions be utilised
date of towards working
disbursement, by capital facilities
way of 60 of the business
monthly
instalments
commencing on
April, 2021
9. ICICI Bank Cash credit 2,500.00 824.26 - 824.26 Repayable on No prepayment 8.95% This facility is to
demand conditions be utilised
towards
working
capital
facilities of the
business
378S. No. Name of the Nature of Loan Sanction Principal Accured Total amount Repayment Prepayment Interest rate as Purpose of
Lender amount (in amount Interest outstanding as schedule/ Date penalty on June 30, borrowings/
INR Lakhs) outstanding as outstanding as on June 30, of redemption conditions 2025 issuance
on June 30, on June 30, 2025
2025 2025 (in INR lacs),
(in INR Lakhs)* (in INR Lakhs) including
accrued interest
10. YES Bank* Cash credit 1,500.00 355.46 - 355.46 Repayable on No prepayment 8.20% This facility is to
demand conditions be utilised
towards working
capital facilities
of the business
11. DBS Bank Cash credit 500.00 89.98 - 89.98 Repayable on The Facility shall 8.85% This facility is to
demand attract be utilised
prepayment towards working
charge at 2% plus capital facilities
applicable of the business
service tax (as
may be revised
by the Bank from
time to time) on
the Facility limits
granted to the
Borrower in the
event of
repayment by the
Borrower to the
Bank of any
amount ahead of
previously agreed
repayment
schedule or terms
or dates of
repayment or
renewal as
contained in the
Facility Letter; or
The Borrower's
not availing of
tho Facility or
any part thereof
within 180 days
379S. No. Name of the Nature of Loan Sanction Principal Accured Total amount Repayment Prepayment Interest rate as Purpose of
Lender amount (in amount Interest outstanding as schedule/ Date penalty on June 30, borrowings/
INR Lakhs) outstanding as outstanding as on June 30, of redemption conditions 2025 issuance
on June 30, on June 30, 2025
2025 2025 (in INR lacs),
(in INR Lakhs)* (in INR Lakhs) including
accrued interest
from the date of
its grant.
*In accordance with the addendum facility letter for YES Bank dated June 03, 2025, total working capital utilization to be capped at INR 3,300.00 lacs (excluding TRY, LCBD & GECL limit). Since the same has not been
accepted by the company, the limits are still capped at INR 3,000.00 lacs as per previous sanction and the same reflects the difference in total (INR 300.00 lacs) and total facility sanctioned (INR 300.00 lacs).
380The details provided below are indicative and there may be additional terms and conditions and
requirements under the various borrowings arrangements entered into by our Company.
Security: The borrowings are typically secured by:
a) against hypothecation by way of stock & book debts including equitable mortgage of land &
building of the company at Verna Industrial Area, Goa.
b) way of personal guarantee of two directors of our Company.
c) way of hypothecation of the respective vehicle
d) charge on current assets and movable fixed assets of our Company, both present and future
Restrictive covenants: Our Company under the borrowing arrangements entered into, requires the relevant
lender's prior written consent and/or are required to intimate the relevant lender, as applicable, for carrying
out certain actions, including:
a) change in promoter shareholding (including pledge of shares)
b) change in Management of our Company
c) any additional debt over and above already projected debt
d) dividend in excess 30% of the current year's net profit
e) transfer/ Disposal of any assets (>10% of gross fixed assets) of our Company
f) investments/ Loans and Advances into subsidiaries/JVs & ICDs.
Events of Default: our Company's borrowing arrangements typically contain standard events of default,
including:
a) non-payment or default in payment of any amounts due under the loan facilities;
b) breach of any covenants, conditions, representations or warranties;
c) cross default under any arrangement for the facilities extended by any other lender;
d) initiation of corporate actions or proceedings relating to winding up, dissolution, reorganization or
appointment of liquidator, receivers or administrators or litigation causing material adverse effect to the
lender;
e) failure to create and/or perfect the security within the time period specified in the facility agreement; and
f) cessation or threat to cease carrying on the business.
Consequence of Events of Default: Upon the occurrence of an event of default under the borrowing
arrangements, the lenders are entitled to levy additional interest/default, among other things.
For further details of financial and other covenants required to be complied with in relation to our borrowings, see
“Risk Factors – Risk Factor – 63 - In addition to our existing indebtedness for our existing operations, we may
incur further indebtedness during the course of business. We cannot assure that we would be able to service our
existing and/ or additional indebtedness” on page 70.
For further details pertaining to our indebtedness, see ‘Restated Financial Statements’ on page 279.
381SECTION VIII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by
regulatory or statutory authorities; (iii) claims related to direct and indirect tax matters (disclosed in a
consolidated manner); and (iv) other pending litigation as determined to be material by our Board pursuant to
its resolution dated August 6, 2025 (“Materiality Policy”) in each case involving our Company, Promoters and
Directors (“Relevant Parties”). Further, there are no disciplinary actions including penalties imposed by the
SEBI or the stock exchanges against our Promoters in the last five Fiscals including any outstanding action.
Further, there are no outstanding, (i) criminal proceedings; and (ii) actions by regulatory authorities and
statutory authorities, against any Key Managerial Personnel and Senior Management of our Company.
For the purposes of (iv) above, in terms of the Materiality Policy, any pending litigation / arbitration proceedings
involving the Relevant Parties shall be considered “material” for the purposes of disclosure in this Draft Red
Herring Prospectus, if:
a.) (a) 10% of the restated profit after tax of our Company, as per the latest completed fiscal year of the
Restated Financial Information (amounting to ₹ 211.36 lakhs); or (b) (i) 2% of turnover, as per the latest
annual Restated Financial Information of our Company (amounting to ₹ 656.87 lakhs); or (ii) 2% of net
worth, as per the latest annual Restated Financial Information of our Company, except in case the
arithmetic value of the net worth is negative (amounting to ₹ 135.88lakhs); or (iii) 5% of the average of
absolute value of profit or loss after tax as per the last three annual Restated Financial Information of our
Company (amounting to ₹ 58.18 lakhs), whichever is lower.
Accordingly, outstanding litigation involving our Company has been considered material and disclosed in
this section where the aggregate amount involved in such litigation exceeds ₹ 58.18 lakhs, i.e., 5% of the
average of absolute value of profit or loss after tax as per the last three annual Restated Financial
Information of our Company (“Materiality Threshold”).
b.) Any such pending litigation / arbitration proceeding involving the Directors or Promoters or Group
Companies of our Company, which may have a material adverse impact on the business, operations,
performance, prospects, financial position or reputation our Company; and
c.) any such litigation wherein a monetary liability is not determinable or quantifiable, or which does not fulfil
the threshold as specified in (a) or (b) above, as applicable, or wherein our Company is not a party, but
the outcome of which could, nonetheless, have a material effect on the business, operations, performance,
prospects, financial position or reputation of our Company.
It is clarified that for the purposes of the above, pre-litigation notices received by any of Relevant Parties, from
third parties (other than show cause notices issued by statutory / regulatory / tax authorities or notices threatening
criminal action or the first information reports) have not, and shall not, unless otherwise decided by our Board,
be considered as material litigation until such time that such Relevant Party, as the case may be, is impleaded as
a defendant/s in proceedings before any judicial / arbitral forum.
Further in terms of the Materiality Policy, creditors of our Company to whom amount due by our Company is
equal to or in excess of 10% of the restated consolidated trade payables of our Company as at the end of the
latest period included in the Restated Financial Statements, would be considered as material creditors.
Accordingly, a creditor has been considered material by our Company if the amount due to such creditor exceeds
₹ 274.66 lakhs.
Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring
Prospectus. All terms defined herein in a particular litigation disclosure pertain to that litigation only.
A. Litigation involving our Company
Litigation against our Company
Criminal Proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations against our Company.
382Actions taken by Statutory/Regulatory Authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities
against our Company.
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no other material litigation against our Company.
Litigation by our Company
Criminal Proceedings
1. Our Company filed three complaint cases against M/s. Parmeshwar Enterprises through its sole proprietor,
R P Patel (the “Accused”) before the Additional Chief Metropolitan Magistrate, Patiala House Court, New
Delhi under Section 138 of the Negotiable Instruments Act, 1881, as amended in relation to dishonour of
three cheques of an amount of ₹ 8.03 lakhs issued by the Accused for a business transaction undertaken
with our Company. Two cheques issued by the Accused were dishonoured with the remark “exceeds
arrangement” and one cheque was returned on account of insufficient funds. Our Company had prayed the
Additional Chief Metropolitan Magistrate to pass an order for inter alia, issuing process against the Accused
and directing payment for reimbursement of the amount of the cheques, along with interest in accordance
with the Negotiable Instruments Act, 1881. The Judicial Magistrate First Class, Patiala House Court pursuant
to an order dated April 7, 2025 has issued process against the Accused. The matter is presently pending.
2. Our Company filed a complaint case against NEC Wire and Cables Private Limited and others (the
“Accused”) before the Chief Metropolitan Magistrate, Patiala House Court, New Delhi under Section 138
of the Negotiable Instruments Act, 1881, as amended in relation to dishonour of three cheques of an amount
of ₹ 19.91 lakhs issued by the Accused for purchase of goods from our Company. The cheques issued by
the Accused were dishonoured with the remark “payment stopped by drawer”. Our Company had prayed
the Chief Metropolitan Magistrate to pass an order for inter alia, issuing process against the Accused and
directing payment for reimbursement of the amount of the cheques, along with interim compensation at the
rate of 20% of the cheque amount in accordance with the Negotiable Instruments Act, 1881. Our Company
had received payment of an amount of ₹ 19.91 lakhs from the Accused. The matter is presently pending for
disposal.
3. Our Company filed a complaint case against M/s Emgee Cables & Communications Limited and others
(the “Accused”) before the Chief Metropolitan Magistrate, Patiala House Court, New Delhi under Sections
138 and 142 of the Negotiable Instruments Act, 1881, as amended in relation to dishonour of two cheques of
an amount of ₹ 20.95 lakhs issued by the Accused for purchase of goods from our Company. The cheques
issued by the Accused were dishonoured with the remark “exceeds arrangement”. Our Company had prayed
the Chief Metropolitan Magistrate to pass an order for inter alia, issuing process against the Accused,
directing payment for reimbursement of the amount of the cheques and maximum punishment as prescribed
under the Negotiable Instruments Act, 1881. Our Company has also registered a first information report in
Rajasthan for recovering an amount of ₹ 121.52 lakhs in this matter. The matter is presently pending.
4. Our Company filed a complaint case against M/s. We Star Polymers (the “Accused”) before the Chief
Metropolitan Magistrate, Patiala House Court, New Delhi under Sections 138 and 142 of the Negotiable
Instruments Act, 1881, as amended in relation to dishonour of a cheque of an amount of ₹ 3.67 lakhs issued
by the Accused for purchase of goods from our Company. The cheques issued by the Accused were
dishonoured with the remark “insufficient funds”, subsequent to which we demanded transfer of the entire
payment amounting to ₹ 5.43 lakhs. Our Company had prayed the Chief Metropolitan Magistrate to pass
an order for inter alia, issuing process against the Accused, directing payment for reimbursement of the
amount of the cheques and maximum punishment as prescribed under the Negotiable Instruments Act,
1881. The Judicial Magistrate First Class pursuant to an order dated May 01, 2025, issued a bailable warrant
against the Accused. The matter is presently pending.
5. Our Company filed four complaint cases against Shiv Priya Cables Private Limited and others (the
“Accused”) before the Chief Metropolitan Magistrate, Patiala House Court, New Delhi under Sections 138
and 142 of the Negotiable Instruments Act, 1881, as amended in relation to dishonour of eight cheques of an
aggregate amount of ₹ 7.82 lakhs each issued by the Accused for purchase of goods from our Company.
The cheques issued by the Accused were dishonoured with the remark “refer to drawer”. Our Company had
prayed the Chief Metropolitan Magistrate to pass an order for inter alia, issuing process against the Accused
383and directing payment for reimbursement of the amount of the cheques, along with interim compensation
at the rate of 20% of the cheque amount in accordance with the Negotiable Instruments Act, 1881. The
matter is presently pending.
6. Our Company filed a complaint case against M/s Saffron Cable Industries Private Limited and others (the
“Accused”) before the Chief Metropolitan Magistrate, Patiala House Court, New Delhi under Sections 138,
141 and 142 of the Negotiable Instruments Act, 1881, as amended in relation to dishonour of a cheque of an
amount of ₹ 11.48 lakhs issued by the Accused for purchase of goods from our Company. The cheques
issued by the Accused were dishonoured with the remark “account closed”. Our Company had prayed the
Chief Metropolitan Magistrate to pass an order for inter alia, issuing process against the Accused and
directing payment of compensation against the dishonour of cheque. The matter is presently pending. The
Judicial Magistrate First Class pursuant to an order dated May 31, 2025, issued process against the Accused.
The matter is presently pending.
7. Our Company filed a two complaint cases against M/s Vandana Industries Limited and others (the
“Accused”) before the Additional Chief Metropolitan Magistrate, Patiala House Court, New Delhi under
Sections 138, 141 and 142 of the Negotiable Instruments Act, 1881, as amended in relation to dishonour of
two cheques of an amount of ₹ 11.12 lakhs issued by the Accused for purchase of goods from our Company.
The cheques issued by the Accused were dishonoured with the remark “funds insufficient”. Our Company
had prayed the Additional Chief Metropolitan Magistrate to pass an order for inter alia, issuing process
against the Accused and directing payment of compensation against the dishonour of cheque. The matter is
presently pending.
Civil and other Material Litigations
Our Company initiated insolvency proceedings against M/s. Gupta Power Infrastructure Limited (the
“Corporate Debtor”) under Section 9 of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the
National Company Law Tribunal having its bench at Kolkata on account of default in payment of operational
debt for goods supplied by us. Our Company demanded a payment of ₹ 233.59 lakhs, along with the principal
amount, including interest and issued a statutory demand notice under Section 8 of the IBC, which was not
responded to by the Corporate Debtor leading to filing of the present petition. Our Company has prayed for
initiation of corporate insolvency resolution process under Section 9(5) of IBC. The Corporate Debtor has filed a
reply to the petition denying the averments raised by our Company, subsequent to which we have filed a re-joinder
before the tribunal. The matter is presently pending.
B. Litigation involving our Promoters
Litigation against our Promoters
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigation pending against our
Promoters.
Actions taken by regulatory/statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities
against our Promoters.
Civil and Other Material Litigation
As on the date of this Draft Red Herring Prospectus, there are no civil and other material litigation against our
promoters.
Disciplinary action taken (including outstanding action) against our Promoters in the five Financial Years
preceding the date of this Draft Red Herring Prospectus by SEBI or any stock exchanges.
There has been no disciplinary action by SEBI or any stock exchange against our Promoters in the five years
preceding this Draft Red Herring Prospectus.
Litigation by our Promoters
384Criminal Litigation
As on the date of this Draft Red Herring Prospectus, there are no Criminal litigation filed by our Promoters.
Other Material Litigation
As on the date of this Draft Red Herring Prospectus, there are no Other material litigation filed by our Promoters.
C. Litigation involving our Directors
Litigation against our Directors
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no Criminal Litigations pending against our
Company.
Actions taken by statutory or regulatory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities
against our Directors.
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no civil proceedings filed against our Directors.
Litigations by our Directors
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigation filed by our Directors.
Other Material Litigation
As on the date of this Draft Red Herring Prospectus, there are no material litigation filed by our Directors.
D. Litigation involving our Group Companies
Litigation against our Group Companies
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed against our Group
Companies.
Actions taken by statutory or regulatory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities
against our Group Companies, which have a material impact on our Company.
Civil and Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no civil and other Material Litigations against our
Group Companies.
Litigations by our Group Companies
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed by our Group
385Companies.
Other Material Litigation
As on the date of Draft Red Herring Prospectus, there are no Other Material Litigations filed by our Group
Companies.
E. Litigation involving our Key Managerial Personnel and Senior Management
Outstanding litigations against our Key Managerial Personnel and Senior Management
Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed against our Key
Managerial Personnel and Senior Management.
Actions by regulatory/ statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions taken by statutory or regulatory
authorities against our Key Managerial Personnel and Senior Management.
Outstanding litigations by our Key Managerial Personnel and Senior Management
Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed by our Key Managerial
Personnel and Senior Management.
F. Tax proceedings against our Company, Promoters, Directors and Group Companies
Set out herein below are details of claims relating to direct and indirect taxes filed against our Company,
Promoters, Directors and Group Companies:
Nature of case Number of cases Amount involved (in ₹ lakhs)*
Company
Direct tax 1 24.10
Indirect tax 3 60.14
Promoters
Direct tax - -
Indirect tax - -
Directors
Direct tax - -
Indirect tax - -
Group Companies
Direct tax 1 8.49
Indirect tax - -
*To the extent quantifiable
G. Outstanding dues to creditors
As per the Materiality Policy, a creditor of our Company, shall be considered to be material (“Material
Creditors”) for the purpose of disclosure in this Draft Red Herring Prospectus, if amounts due to such creditor
by our Company is in excess of 10 % of the restated consolidated trade payables of our Company as at the end
of the latest period included in the Restated Financial Statements (i.e., as at March 31, 2025). Accordingly, a
creditor has been considered material by our Company if the amount due to such creditor exceeds ₹ 274.66 lakhs
as of March 31, 2025.
As of March 31, 2025, outstanding dues to Material Creditors, micro, small and medium enterprises and other
creditors were as follows:
Amount outstanding
S. No. Type of creditor No. of creditors
(₹ in lakhs)
1. Dues to micro, small and medium enterprises 9 103.36
386Amount outstanding
S. No. Type of creditor No. of creditors
(₹ in lakhs)
2. Dues to Material Creditors 1 1,758.81
3. Dues to other creditors 159 884.45
Total 169 2,746.62
The details pertaining to outstanding dues to Material Creditors, along with the name and amount involved for
each such Material Creditor, are available on the website of our Company at https://blspolymers.com/investors.
It is clarified that such details available on our Company’s website do not form a part of this Draft Red Herring
Prospectus and should not be deemed to be incorporated by reference. Anyone placing reliance on any source of
information including our Company’s website, https://blspolymers.com/investors, would be doing so at their
own risk.
H. Material Developments
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 344 there have been no material developments, since the date of the last financial statements
disclosed in this Draft Red Herring Prospectus, any circumstances, which materially and adversely affect, or are
likely to affect our trading or profitability of our Company or the value of our assets or our ability to pay our
liabilities within the next 12 months.
387GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals issued by relevant central and state authorities under various rules and
regulations, each as amended. Set out below is an indicative list of all approvals, licenses, registrations and
permits obtained by our Company from various governmental, statutory and regulatory authorities, as
applicable, which are considered material and necessary for the purpose of undertaking our business activities
(“Material Approvals”) and except as disclosed below we have obtained all Material Approvals. Except as
disclosed below, no further Material Approvals are required to undertake our current business activities. Unless
stated otherwise, these Material Approvals are valid as on the date of this Draft Red Herring Prospectus.
For further details of risk associated with expiry, not obtaining, or delay in obtaining the requisite approvals or
renewal of expired approvals, see “Risk Factors – Risk Factor 33 - Our Company may not be able to obtain,
renew or maintain our statutory and regulatory permits and approvals required to operate our businesses on
time or at all. Any failure to renew the approvals that have expired or apply for and obtain the required
approvals, licenses, registrations or permits, or any suspension or revocation of any of the approvals, licenses,
registrations and permits that have been or may be issued to us, may adversely affect our operations” on page
55. Further, for further details in connection with the regulatory and legal framework within which we operate,
see “Key Regulations and Policies” on page 234.
For Issue related approvals and authorisations, see “Other Regulatory and Statutory Disclosures” on page 395
and for incorporation details of our Company, see “History and Certain Corporate Matters” on page 242.
I. Issue related Approvals
For the approvals and authorizations obtained by our Company in relation to the Issue, see “Other Regulatory
and Statutory Disclosures – Authority for the Issue” on page 395 of this Draft Red Herring Prospectus.
II. Approvals from the Stock Exchanges
a) Our Company has received an in-principle approval from the NSE dated [●] for listing of Equity Shares
issued pursuant to the Issue.
b) Our Company has received an in-principle approval from the BSE dated [●] for listing of Equity Shares
issued pursuant to the Issue.
c) Our Company’s ISIN is INE0ZCQ01019.
III. General Approvals
a) Certificate of incorporation dated January 16, 1991 issued under the Companies Act, 1956 by the
Registrar of Companies, Delhi & Haryana at Delhi.
b) Certificate for commencement of business dated April 23, 1991 issued under the Companies Act, 1956
by the Registrar of Companies, Delhi & Haryana at Delhi.
c) Letter dated April 19, 2002 issued by the Regional Director, Regional Office Goa, Employees’ State
Insurance Corporation, for the purpose of allotting code number 32-2316-67 to our Company under the
Employee State Insurance Act, 1948.
d) Intimation letter dated February 8, 2006 issued by the Regional P.F. Commissioner, SRO Goa, for the
purpose of allotting code number 11891/505 to our Company under the Employees’ Provident Fund and
Miscellaneous Provisions Act, 1952.
e) Certificate of Importer-Exporter Code issued on February 18, 2002 and last modified on May 25, 2022
bearing file number DLIIECPAMEND00017927AM23 by the Office of the Additional Director General
of Foreign Trade, Directorate General of Foreign Trade, Ministry of Commerce and Industry,
Government of India, for the purpose of allotting IEC code number 0501062807 to our Company.
f) Certificate issued by Legal Entity Identifier India Limited for the purpose of allotting Legal entity
identifier code number 335800Y2U5UW4OC6ZH37, to our Company.
388g) Registration certificate of establishment bearing certificate number 2024225175 issued on December 12,
2024 by Department of Labour, Government of National Capital Territory of Delhi, under Delhi Shops
and Establishment Act, 1954 for our Registered Office. The certificate is valid for a period of twenty one
years under the Delhi Shops & Establishments Rules, 1954.
h) Registration certificate of establishment bearing certificate number 2024227738 issued on December 17,
2024 by the Department of Labour, Government of National Capital Territory of Delhi, under Delhi Shops
and Establishments Act, 1954 for our Corporate Office. The certificate is valid for a period of twenty one
years under the Delhi Shops & Establishments Rules, 1954.
i) Registration certificate of establishment bearing certificate number 2025026121 issued on February 21,
2025 by the Department of Labour, Government of National Capital Territory of Delhi, under Delhi Shops
and Establishments Act, 1954 for our warehouse situated at Khasra No. 544, NDPL Transformer, Opp.
Shari Ram Dharam Kata, Burari, North Delhi – 110 084, Delhi, India. The certificate is valid for a period
of twenty one years under the Delhi Shops & Establishments Rules, 1954.
j) Registration certificate of establishment bearing certificate number 2025026101 issued on February 21,
2025 by the Department of Labour, Government of National Capital Territory of Delhi, under Delhi Shops
and Establishments Act, 1954 for our warehouse situated at A7/7, Jhilmil Industrial Area Shahdara, East
Delhi – 110 092, Delhi, India. The certificate is valid for a period of twenty one years under the Delhi
Shops & Establishments Rules, 1954.
IV. Tax Related Approvals
a) Our Company’s Permanent Account Number issued by the Income Tax Department is AAACB0421B.
b) Our Company’s Tax Deduction and Collection Number issued by the Income Tax Department is
DELB04844A.
c) The details of the GST registration obtained by our Company has been provided below:
S. No. Registration Number State
1. 30AAACB0421B1ZZ Goa
2. 07AAACB0421B1ZO Delhi
V. Business Related Approvals
As mentioned hereinabove, we require various approvals, licences, registrations and permits to carry on our
operations in India. Some of these may expire in the ordinary course of business and applications for renewal
of such approvals are submitted in accordance with applicable procedures and requirements. An indicative
list of the material approvals required by our Company for conducting our operations is provided below:
Sr. Type of Issuing Authority Reference / Registration / Date of Valid up to
No. License/Approval License No. Issue/Renew
al
1. License to work a Chief Inspector of Registration No.: 974 Date of December
factory under the Factories and License No.: GOA/1082 issue: 31, 2027
Factories Act, 1948 Boilers NIC Code No.: 27320 October 10,
for manufacturing 2019
co-polymers, cable
filling compound Date of
and poly-al tape. renewal:
February 27,
2024
2. Consent for Goa State Order No. 5/1953/01-PCB/220 May 16, 2001 Valid until
establishment or Pollution Control cancelled or
take steps to Board modified
establish the
industry under
section 25 of the
Water (Prevention
and Control of
Pollution) Act,
1974 and under
389Sr. Type of Issuing Authority Reference / Registration / Date of Valid up to
No. License/Approval License No. Issue/Renew
al
section 21 of the Air
(Prevention and
Control of
Pollution) Act,
1981
3. Consent to operate Goa State No. 12/2024- April 1, 2024 June 22,
and authorization Pollution Control PCB/2089115/G00014721 2028
under Section 25/26 Board
of the Water
(Prevention &
Control of
Pollution) Act,
1974 & under
Section 21 of the
Air (Prevention &
Control of
Pollution) Act,
1981 and
Authorization under
Rule 6 (i) of the
Hazardous and
other Wastes
(Management and
Transboundry
Movement) Rules
2016
4. Renewal of Consent Goa State No. 12/2023- November June 22,
to Operate under Pollution Control PCB/1737213/G00012684 30, 2023 2028
Section 25/26 of the Board
Water (Prevention
& Control of
Pollution) Act,
1974, Section 21 of
the Air (Prevention
& Control of
Pollution) Act,
1981 and Renewal
of Authorization
under Rule 6(i) of
the Hazardous and
other Wastes
(Management and
Transboundry
Movement) Rules
2016 As
amended thereafter:
5. Certificate of Shekhar W. Certificate Ref. No: June 6, 2023 June 5, 2028
stability issued for Panandiker & SWP/2023/30
the factory shed and Associates,
office building Chartered
(ground and first Engineer
floor) of our
manufacturing unit.
6. Certificate of Shekhar W. Certificate Ref. No: June 6, 2023 June 5, 2028
stability issued for Panandiker & SWP/2023/31
the factory shed -2 Associates,
(ground floor) of Chartered
our manufacturing Engineer
unit.
7. Certificate of Shekhar W. Certificate Ref. No: June 6, 2023 June 5, 2028
stability issued for Panandiker & SWP/2023/32
the kitchen or Associates,
pantry (ground Chartered
floor) of our Engineer
manufacturing unit.
390Sr. Type of Issuing Authority Reference / Registration / Date of Valid up to
No. License/Approval License No. Issue/Renew
al
8. Certificate of Shekhar W. Certificate Ref. No: June 6, 2023 June 5, 2028
stability issued for Panandiker & SWP/2023/33
the master batch Associates,
shed (ground floor) Chartered
of our Engineer
manufacturing unit.
9. Certificate of Shekhar W. Certificate Ref. No: June 6, 2023 June 5, 2028
stability issued for Panandiker & SWP/2023/34
the panel room and Associates,
toilet block (ground Chartered
floor) of our Engineer
manufacturing unit.
10. Certificate of Shekhar W. Certificate Ref. No: June 6, 2023 June 5, 2028
stability issued for Panandiker & SWP/2023/35
the compound wall Associates,
of our Chartered
manufacturing unit. Engineer
11. Certificate of Deputy Labour NO:DLC/SG/CL/R-878 April 16, February 8,
registration issued Commissioner & 2025 2026
under Section 7 of Registering
the Contract Labour Officer, Office of
(Regulation and the Registering
Abolition) Act, Officer,
1970 and rules Government of
made thereunder Goa
12. General Central Licensing License No. June 28, 2024 March 31,
trade/storage & Enforcement MGTL06241067706765 2027
license issued under Cell, Municipal
the Delhi Municipal Corporation of
Corporation Act, Delhi
1957
13. Load approval for Office of the Chief No:152/1/CEE/Tech/2014- September Valid until
releasing the power Electrical 15/692 17, 2014 cancelled or
supply of 200 KVA Engineer, modified
at 11 KV Electricity
Department,
Government of
Goa
14. Load approval for Office of the Chief No.154/14/CEE/Tech/14- December Valid until
releasing the power Electrical 15/Com/ 1110 24, 2014 cancelled or
supply of 900 KVA Engineer, modified
at 11 KV. Electricity
Department,
Government of
Goa
15. Registration of self- Assistant F. No. S/6-Gen-Self Sealing- December December
sealing permission Commissioner of 1708/23-24 EXP-FSP/1614 14, 2023 31, 2028
for export of goods Customs, Office of
in container under the Commissioner
e-sealing procedure of Customs
at our
manufacturing unit.
16. Permission for Office of the Computer No.:31706 March 3, Valid until
export of self- Commissioner of 2022 cancelled or
sealed export cargo Customs, modified
containers through Department of
Mangalore Port Revenue
17. Factory stuffing Office of the F. No. 36/145/2017- Pr-EPC November Valid until
permission under Commissioner of 14, 2017 cancelled or
self-sealing Customs, Self- Sealing Permission No.: modified
procedure at our Department of SSP-23-2017-GOA-CUS
manufacturing unit. Revenue
18. Certificate issued to BQC Assessment Certificate No. I- September September
certify that the Private Limited QSC202209031 15, 2022 14, 2025
quality
391Sr. Type of Issuing Authority Reference / Registration / Date of Valid up to
No. License/Approval License No. Issue/Renew
al
management
system of our
Company has been
found to comply
with ISO
9001:2015
19. Certificate of Officer of the Registration Number: N 710/ R April 1, 2024 March 31,
registration of Executive 710 2029
borewell and Engineer, Water
permission for Resources
continuous use Department,
under Rule 5(4) of Government of
the Goa Ground Goa
Water Regulation
Act, 2002 with a
depth of 87.00
meters
20. Certificate of Officer of the Registration Number: N 709/ R April 1, 2024 March 31,
registration of Executive 709 2029
borewell and Engineer, Water
permission for Resources
continuous use Department,
under Rule 5(4) of Government of
the Goa Ground Goa
Water Regulation
Act, 2002 with a
depth of 80.00
meters
21. Permission to Executive No.140/2/CEE/Tech/Com/170 October 14, Valid until
install 500 KVA Engineer, Office of 2015 cancelled or
D.G. set bearing the Chief Electrical modified
serial number Engineer,
N15G299309 Government of
(alternator) and Goa
25410733 (engine)
under Section 9 of
the Electricity Act.
2003
22. Permission to Superintending No.140/2/CEE/Tech/Com/1945 January 21, Valid until
install 500 KVA Engineer, Office of 2025 cancelled or
D.G. set bearing Executive modified
serial number Engineer,
N22G308264 Government of
(alternator) and Goa
25476892 (engine)
under Section 9 of
the Electricity Act.
2003
23. Permission for State Electrical STA/ELECT/INSPT/APPRL – July 23, 2015 Valid until
energisation of Inspectorate, 3960/ 246 cancelled or
11/0.433 KV, 3 Government of modified
Phase, 50 Hz, 1,250 Goa
KVA, Transformer
Centre, Metering
Cubicle and
associated
equipments under
Section 63 of IE
Rules, 1956
24. Periodical State Electrical No. August 22, August 20,
inspection of Inspector, State STA/ELECT/INSPT/APPRL- 2024 2029
transformer and Electrical 10290(P)/468
associated electrical Inspectorate
installation under
the Indian
392Sr. Type of Issuing Authority Reference / Registration / Date of Valid up to
No. License/Approval License No. Issue/Renew
al
Electricity Rules,
1956
25. Periodical State Electrical No. August 27, August 20,
inspection of Inspector, Office STA/ELECT/INSPT/APPRL- 2024 2029
electrical of the State 10303(P)/481
installation under Electrical
Indian Electricity Inspectorate
Rules, 1956
26. Approval for Assistant Director WRIO/GOA-06-VER- December Valid until
energisation of 950 for Electrical 281(A)/2006-07/1860 21, 2006 cancelled or
KVA transformer Inspector, modified
bearing serial Regional
number JN 12138/1 Inspectorial
under Indian Organisation,
Electricity Rules, Central Electricity
1956 Authority
27. Fire No-objection Directorate of Fire DFES/FPNA/2024/36 August 14, August 14,
certificate issued & Emergency 2024 2025
under Goa State Services,
Fire Force Act 1986 Government of
and Rules 1997 Goa
28. Certificate of Legal Metrology 101633 May 29, 2024 May 28,
verification under Officer, Office of 2026
the Goa Legal the Controller,
Metrology Rules, Legal Metrology
2011 issued for
twenty-five cast
iron weights.
29. Certificate of Legal Metrology 104810 June 17, 2025 June 16,
verification under Officer, Office of 2026
the Goa Legal the Controller,
Metrology Rules, Legal Metrology
2011 issued for
twenty-four
electronic weighing
scales
30. Acknowledgement Department for Online Ref. No. – April 17, Valid until
of memorandum for Promotion of IEM/A/ACK/7791/2025 2025 cancelled or
the manufacture of Industry and modified
Polymer/Synthetic/ Internal Trade No. – 258/N/SIA/IMO/2025
PVC Water Storage Industrial
Tanks Entrepreneurs
Memorandum
Section, Ministry
of Commerce and
Industry
VI. Intellectual Property Related Approvals
As on date of this Draft Red Herring Prospectus, our Company has made the following applications for
registering under the Trade Marks Act, 1999:
Particulars of Trademark Application No. Class Date of Application Status
6977144 1 April 25, 2025 Formalities check
pass
393Particulars of Trademark Application No. Class Date of Application Status
6977145 35 April 25, 2025 Formalities check
pass
VII. Licences/ Approvals for which applications have been made by our Company and are pending:
e) Our Company has made an application bearing no. 1153851 before the Department of Labour, Goa
for obtaining a registration under the Goa, Daman and Diu Shops and Establishments Act, 1973 for
our warehouse situated at M-36, M-37, M-40 to 43 Verna Industrial Estate, Verna, Goa; and
f) Our Company has made an application dated December 8, 2023 before the Central Pollution Control
Board for obtaining a registration as a producer under the Plastic Waste Management Rules, 2016 for
our Manufacturing Facility.
g) Our Company has made an application before the Goa State Pollution Control Board seeking
modification of the existing consent to establish by increasing the authorised capacity of our
Manufacturing Facility.
Our Company does not foresee any material adverse impact on its financials or operations due to the
pending approvals or licenses from government and regulatory authorities. Further, as on date of this
Draft Red Herring Prospectus, any of the aforementioned approvals have not affected our ongoing
business activities.
VIII. Licences / approvals which have expired and for which renewal applications have not been made by our
Company.
Nil
IX. Licences / Approvals which are required but not yet applied for by our Company:
Our Company proposes to undertake expansion of existing capacities by undertaking civil work and
purchasing additional plant and machinery. While, we have applied for the necessary approval required at
this stage, we will apply for other approvals, in due course. For further details, please see “Objects of the
Issue – Financing the capital expenditure requirement towards expansion of our Manufacturing Facility by
increasing the manufacturing capacity of certain of our existing products - Government approvals” on page
122 of this Draft Red Herring Prospectus.
394OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Issue has been authorised by our Board of Directors pursuant to the resolution passed at its meeting dated
June 25, 2025, and a resolution of our Shareholders passed in the EGM dated July 24, 2025.
Our Board has approved this Draft Red Herring Prospectus pursuant to its resolution dated August 6, 2025.
Our Board has on [●] approved the Red Herring Prospectus for filing with the RoC, SEBI and the Stock
Exchanges.
Our Company has received in-principle approval from BSE and NSE for the listing of the Equity Shares pursuant
to letters dated [•] and [•], respectively.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, Promoters, Promoter Group, Directors, the persons in control of our Company are not 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 regulator in any other jurisdiction or any other
authority/court.
None of the companies with which our Promoters, Directors or persons in control of our Company are or were
associated as promoter, directors or persons in control have been debarred from accessing capital markets under
any order or direction passed by SEBI or any other authorities.
None of our Directors are associated with securities market related business, in any manner and there have been
no outstanding actions initiated by SEBI against our Directors in the five years preceding the date of this Draft
Red Herring Prospectus.
Our Company, Promoters or Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers by
any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters and
fraudulent borrowers issued by the RBI. Our Company or our Promoters, members of the Promoter Group or
Directors are not declared as ‘Fraudulent Borrowers’ by the lending banks or financial institution or consortium,
in terms of RBI master circular dated July 1, 2016.
Our Promoters or Directors have not been declared as fugitive economic offenders.
There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible
into, or which would entitle any person any option to receive Equity Shares, as on the date of this Draft Red
Herring Prospectus.
Confirmation under Companies (Significant Beneficial Ownership) Rules, 2018
Our Company, our Promoters and members of Promoter Group are in compliance with the Companies
(Significant Beneficial Ownership) Rules, 2018, to the extent applicable, as on the date of this Draft Red Herring
Prospectus.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is
in compliance with the conditions specified therein in the following manner:
(a) Our Company has had net tangible assets of at least ₹ 300 lakhs, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each) of which not more than 50% are held in
monetary assets;
(b) Our Company has an average operating profit of at least ₹ 1,500 lakhs, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of
these preceding three years;
(c) Our Company has a net worth of at least ₹ 100 lakhs in each of the preceding three full years (of 12 months
each), calculated on a restated and consolidated basis; and
395(d) Our Company has not changed its name within the last one year.
Unless stated otherwise, our Company’s net tangible assets, monetary assets, monetary assets as a percentage of
the net tangible assets, operating profits and net worth, have been derived from the Restated Financial
Information included in this Draft Red Herring Prospectus as at and for the last three Financial Years, which are
set forth below:
(₹ in lakhs, unless otherwise stated)
As at and for the Financial Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Restated net tangible assets 1 6,794.19 4,680.76 3,923.26
Restated monetary assets2 172.02 255.35 377.56
% of restated monetary assets to net tangible assets 2.53% 5.46% 9.62%
Restated pre-tax operating profit 3 2,832.62 1,319.48 1,332.53
Restated Net worth4 6,789.58 4,675.98 3,923.78
1. As per Section 2(gg) of ICDR “ Net Tangible Assets mean the sum of all net assets of the issuer, excluding intangible assets as
defined in Accounting Standard 26 (AS 26) or Indian Accounting Standard (Ind AS) 38, as applicable, issued by the Institute of
Chartered Accountants of India.
2. Monetary Assets= Cash and cash equivalents+ Bank balance other than cash and cash equivalents.
3. Operating profit / (loss), has been calculated as net profit before tax excluding other income and finance cost, each on a restated
basis.
4. As per Section 2(hh) of ICDR, “net worth” means the aggregate value of the paid-up share capital and all reserves created out
of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate
value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include
reserves created out of revaluation of assets, write-back of depreciation, each as applicable for the Company on a restated basis.
Other equity excludes other comprehensive income.
Our Company has operating profits in each of Financial Year 2025, 2024 and 2023 in terms of our Restated
Financial Statements.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI
ICDR Regulations, to the extent applicable, and will ensure compliance with the conditions specified in
Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable.
We further confirm that:
(a) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards 75% of the stated means of finance, as the entire
objects of the Issue are either proposed to be financed from the Issue proceeds.
(b) The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares existing as on the date of
filing of this Draft Red Herring Prospectus.
(c) Our Company, along with the Registrar to the Issue, has entered into tripartite agreements each dated June
2, 2025 with NSDL and CDSL, respectively, for dematerialization of the Equity Shares.
(d) The Equity Shares of our Company held by our Promoters are in dematerialised form
If our Company does not Allot Equity Shares pursuant to the Issue within three Working Days from the Bid/Issue
Closing Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received
from bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delay period.
Our Company is currently eligible to undertake the Issue as per Rule 19(2)(b) of the SCRR read with Regulations
6(1) of the SEBI ICDR Regulations. Accordingly, in terms of Regulation 32 of the SEBI ICDR Regulations our
Company is required to allocate: (i) not more than 50% of the Issue to QIBs, 5% of which shall be allocated to
Mutual Funds exclusively; (ii) not less than 15% of the Issue to Non-Institutional Bidders, one-third of the Non-
Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 2 lakhs
and up to ₹ 10 lakhs and two-third of the Non-Institutional Portion shall be available for allocation to Bidders
with an application size of more than ₹ 10 lakhs; and (iii) not less than 35% of the Issue to RIBs, subject to valid
Bids being received at or above the Issue Price. In the event we fail to do so, the full application money shall be
refunded to the Bidders.
396Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 5 of the SEBI
ICDR Regulations, to the extent applicable. The details of our compliance with Regulation 5 of the SEBI ICDR
Regulations are as follows:
(a) None of our Company, our Promoters, members of our Promoter Group or our Directors are debarred
from accessing the capital markets by SEBI.
(b) None of our Promoters or Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI.
(c) None of our Company, our Promoters or Directors is a Wilful Defaulter or a fraudulent borrower by
any bank or financial institution or consortium thereof in accordance with the guidelines on wilful
defaulters and fraudulent borrowers issued by the RBI.
(d) None of our Individual Promoters or Directors has been declared a fugitive economic offender in
accordance with the Fugitive Economic Offenders Act, 2018.
(e) There are no fully paid up convertible securities that are required to be converted on or before the filing
of this Draft Red Herring Prospectus.
(f) the Equity Shares of our Company held by the Promoters are in the dematerialised form; and
(g) There are no outstanding warrants, options or rights to convert debentures, loans or other instruments
convertible into, or which would entitle any person any option to receive Equity Shares, as on the date
of this Draft Red Herring Prospectus.
Our Company shall not make an Allotment of the number or prospective allottees is less than 1,000 in accordance
with Regulation 49(1) of the SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER UNISTONE CAPITAL PRIVATE
LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING
PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI
ICDR REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLM ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BRLM HAVE FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED AUGUST 6, 2025
IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY 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 BRLM ANY IRREGULARITIES OR
LAPSES IN THIS DRAFT RED HERRING PROSPECTUS.
All legal requirements pertaining to this Issue will be complied with at the time of filing of the Red Herring
Prospectus with the RoC including in terms of Section 32 of the Companies Act. All legal requirements
pertaining to this Issue will be complied with at the time of filing of the Prospectus with the RoC including in
terms of Sections 26, 32, 33(1) and 33(2) of the Companies Act.
Disclaimer from our Company, our Directors and BRLM
397Our Company, our Promoters, our Directors and the BRLM accept no responsibility for statements made
otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or
at our Company’s instance and anyone placing reliance on any other source of information, including our
Company’s website www.blspolymers.com, or the respective websites of our Promoter Group or any affiliate of
our Company 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 and the
Underwriting Agreement.
All information shall be made available by our Company, and the BRLM to the Bidders and the public at large
and no selective or additional information would be made available for a section of the investors in any manner
whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres or
elsewhere.
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 otherwise; or (ii) the blocking of Bid Amount in the
ASBA Account on receipt of instructions from the Sponsor Banks 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.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters
and their respective directors, officers, agents, affiliates, and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not sell, pledge,
or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters and their respective
directors, officers, agents, affiliates, and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares.
The BRLM and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company, our Promoters, their respective directors and officers,
affiliates or associates or third parties in the ordinary course of business and have engaged, or may in the future
engage, in commercial banking and investment banking transactions with our Company, the Promoters, and their
respective directors, officers, agents, affiliates or associates or third parties, for which they have received, and
may in the future receive, compensation.
Disclaimer in respect of jurisdiction
The Issue is being made in India to persons resident in India (including Indian nationals resident in India who
are competent to contract under the Indian Contract Act, 1872, Hindu Undivided Families (“HUFs”), companies,
corporate bodies and societies registered under the applicable laws in India and authorized to invest in equity
shares, domestic Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional
rural banks, co-operative banks (subject to permission from RBI), systemically important Non-Banking Financial
Companies (“NBFCs”) or trusts under applicable trust law and who are authorized under their respective
constitutions to hold and invest in equity shares, public financial institutions as specified in Section 2(72) of the
Companies Act, 2013, multilateral and bilateral development financial institutions, state industrial development
corporations, insurance companies registered with Insurance Regulatory and Development Authority of India
(“IRDAI”), permitted provident funds (subject to applicable law) and permitted pension funds (subject to
applicable law), National Investment Fund, insurance funds set up and managed by army, navy or air force of
Union of India, insurance funds set up and managed by the Department of Posts, Government of India (“GoI”)
and permitted Non-Residents including Foreign Portfolio Investors (“FPIs”) and Eligible NRIs, Alternate
Investment Funds (“AIFs”), and other eligible foreign investors, if any, provided that they are eligible under all
applicable laws and regulations to purchase the Equity Shares. This Draft Red Herring Prospectus does not
constitute an invitation to subscribe to or purchase the Equity Shares in the Issue in any jurisdiction to any person
to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this
Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such
restrictions.
Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in New Delhi, India
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, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this
398Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus, nor any
offer or sale hereunder, shall, under any circumstances, create any implication that there has been no change in
our affairs from the date hereof or that the information contained herein is correct as of any time subsequent to
this date. Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum
number of Equity Shares that can be held by them under applicable law.
This Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares
in the Issue in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares in the
Issue will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary
offering memorandum for the Issue, which comprises the Red Herring Prospectus and the preliminary
international wrap for the Issue, if the recipient is outside India.
No person outside India is eligible to Bid for Equity Shares in the Issue unless that person has received the
preliminary offering memorandum for the Issue which contains the selling restrictions for the Issue
outside India.
Eligibility and Transfer Restrictions
This Issue is being made in India to persons resident in India (who are competent to contract under the Indian
Contract Act, 1872, including Indian nationals resident in India, HUFs, companies, other corporate bodies and
societies registered under the applicable laws in India and authorised to invest in shares, domestic Mutual Funds,
Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI
permission), or trusts under applicable trust law and who are authorised under their constitution to hold and
invest in equity shares, state industrial development corporations, insurance companies registered with IRDAI,
provident funds (subject to applicable law) and pension funds, National Investment Fund, insurance funds set up
and managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department
of Posts, GoI, systemically important NBFCs registered with the RBI) and permitted Non-Residents including
FPIs and Eligible NRIs and AIFs that they are eligible under all applicable laws and regulations to purchase the
Equity Shares.
Neither the delivery of this Draft Red Herring Prospectus nor the Issue of the Equity Shares shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company since the date
of this Draft Red Herring Prospectus or that the information contained herein is correct as of any time subsequent
to this date.
Invitations to subscribe to or purchase the Equity Shares in the Issue will be made only pursuant to this Draft
Red Herring Prospectus.
The Equity Shares offered in the Issue have not been and will not be registered, listed or otherwise
qualified in any jurisdiction except India and may not be offered or sold to persons outside of India except
in compliance with the applicable laws of each such jurisdiction. In particular, the Equity Shares offered
in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the “U.S. Securities Act”), or the securities laws of any state of the United States and may not be offered
or sold within the United States (as defined in Regulation S under the U.S. Securities Act (“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 state securities laws. The Equity Shares are being
offered and sold only outside the United States in “offshore transactions” as defined in and in reliance on
Regulation S.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any off-shore derivative instruments, such as participatory
notes, issued against the Equity Shares or any similar security, other than in accordance with applicable
laws.
Disclaimer Clause of BSE
399As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus prior to the RoC filing.
Disclaimer clause of the NSE
As required, a copy of this Draft Red Herring Prospectus has been submitted to the NSE. The disclaimer clause
as intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in
the Red Herring Prospectus and the Prospectus prior to the RoC filing.
Listing
The Equity Shares issued through this Draft Red Herring Prospectus are proposed to be listed on the Stock
Exchanges. Application will be made to the Stock Exchanges for obtaining permission for listing and trading of
the Equity Shares. [•] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the Stock
Exchanges, our Company shall forthwith repay, without interest, all moneys received from the applicants in
pursuance of the Draft Red Herring Prospectus. If such money is not repaid within the prescribed time, then our
Company and every officer in default shall be liable to repay the money, with interest, as prescribed under
applicable law.
If our Company does not Allot Equity Shares pursuant to the Issue within three Working Days from the Bid/Issue
Closing Date or within such timeline as prescribed by SEBI, all amounts received in the Public Issue Accounts
will be transferred to the Refund Account and it shall be utilized to repay, without interest, all monies received
from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delayed period or such other rate prescribed by SEBI.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all Stock Exchanges mentioned above are taken within three Working Days of the
Bid/Issue Closing Date or within such other period as may be prescribed.
Consents
Consents in writing of: (a) our Directors, our Company Secretary and Compliance Officer, our Chief Financial
Officer, Banker(s) to the Company, legal counsel appointed for the Issue, the Book Running Lead Manager, the
Registrar to the Issue, Statutory Auditor, Independent Chartered Accountant, CRISIL Intelligence, in their
respective capacities, have been obtained; (b) consents of the Syndicate Members, the Banker(s) to the Issue/
Public Issue Account Bank(s)/ Escrow Collection Bank(s)/ Refund Bank(s), Sponsor Banks, to act in their
respective capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC
as required under the Companies Act, and such consents, which have been obtained, have not been withdrawn
up to the time of delivery of this Draft Red Herring Prospectus.
Our Company has received written consent dated August 1, 2025, from CRISIL Intelligence, for inclusion of
industry report on “Market Assessment & Industry Report on Polymer Compounding for cables & coatings
Industry” dated July, 2025 in this Draft Red Herring Prospectus.
Experts to the Issue
Except as stated below, our Company has not obtained any expert opinions:
i. Our Company has received written consent dated August 3, 2025 from M/s Nangia & Co. LLP, Chartered
Accountants, to include their name as required under section 26 (5) of the Companies Act, 2013 read with
SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section
2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditor, and in respect
of (i) their examination report dated July 31, 2025 on our Restated Financial Statements; and (ii) their report
dated August 3, 2025 on the Statement of Special Tax Benefits in this Draft Red Herring Prospectus and
such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the
term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
400ii. Our Company has received written consent dated August 5, 2025 from MRKS and Associates, independent
chartered accountant, having firm registration number 023711N, and holding a valid peer review certificate
from the ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013 read with
the SEBI ICDR Regulations in this Draft Red Herring Prospectus, and as an “expert” as defined under
Section 2(38) of the Companies Act with respect to the information in certificates dated August 5, 2025
and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However,
the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
iii. In addition, our Company has received written consent dated July 22, 2025 from V M Shanbhag,
independent chartered engineer to include his name as required under Section 26(5) of the Companies Act,
2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013 to the extent and his capacity as independent chartered
engineer in respect of details regarding the Manufacturing Facility of our Company and the Proposed
Expansion and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
iv. Our Company has received written consent dated August 1, 2025 from CRISIL Intelligence, a division of
CRISIL Limited, to include their name in this Draft Red Herring Prospectus and be named as an “expert”
as defined under Section 2(38) of the Companies Act, 2013 in respect of their report ‘Market assessment &
Industry report on Polymer Compounding for cables & Coatings Industry’ dated July, 2025, in connection
with the Issue.
v. Our Company has received written consent dated August 5, 2025 from Himanshu S K Gupta & Associates,
Practicing Company Secretaries, to include their name in this Draft Red Herring Prospectus and be named
as an “expert” as defined under Section 2(38) of the Companies Act, 2013 in respect of their certificate
dated August 5, 2025 in connection with the Issue.
Particulars regarding capital issues by our Company and listed group companies, subsidiaries or associate
entity during the last three years
As on date of this Draft Red Herring Prospectus, our Company has not made any capital issues, under SEBI
ICDR Regulations, during the three years preceding the date of this Draft Red Herring Prospectus. Our listed
Group Company, Basant India Limited, has not undertaken any capital issue in the last three years preceding the
date of this Draft Red Herring Prospectus.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public issue of the Equity Shares, no sum has been paid or has been payable as commission
or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares
since our Company’s incorporation.
Particulars regarding previous public or rights issues by our Company during the last five years
As on date of this Draft Red Herring Prospectus, our Company has not made any rights issues, in terms of SEBI
ICDR Regulations, during the five years immediately preceding the date of this Draft Red Herring Prospectus.
Further, our Company has not made any public issues during the five years immediately preceding the date of
this Draft Red Herring Prospectus.
Performance vis-à-vis objects – Public/ rights issue of our Company
Our Company has not made any public or rights issues (as defined under the SEBI ICDR Regulations) during
the five years preceding the date of this Draft Red Herring Prospectus.
Performance vis-à-vis objects – Public/ rights issue of the listed subsidiaries/listed Promoter of our
Company
As on date of this Draft Red Herring Prospectus, our Company does not have a corporate promoter or a
subsidiary.
Price information of past issues (during the current Financial Year and two Financial Years preceding
the current Financial Year) handled by Unistone Capital Private Limited
401Sr. Issue Name Issue Issue Listing Opening +/-% change +/-% change +/- % change
No. Size (₹ in price date price on in closing in closing in closing
Lakhs) listing price, [+/-% price, [+/- % price, [+/- %
date change in change in change in
closing closing closing
benchmark] - benchmark] - benchmark] -
30th 90th 180th
calendar calendar calendar
days from days from days from
listing listing listing
Main Board
1 Arkade Developers 41,000.00 128 September 175.00 7.30% 27.28% 23.48%
Limited 24, 2024 [-6.17%] [-8.43%] [9.98%]
2 Diffusion Engineers 15,796.40 168 October 04, 193.50 119.17% 102.32% 62.86%
Limited 2024 [-2.84%] [-3.30%] [-6.73%]
SME Platform
1 Deccan Transcon 6,505.92 108 September 116.00 -42.59% -46.20% -54.03%
Leasing Limited 24, 2024 [-6.17%] [-8.43%] [-9.98%]
2 OBSC Perfection 6.602.40 100 October 29, 110.00 75.30% 101.65% 71.80%
Limited 2024 [-2.26%] [-6.69%] [0.52%]
3 Usha Financial 9,844.80 168 October 31, 164.00 -30.33% -40.57% -57.62%
Services Limited 2024 [-0.31%] [-4.31%] [0.54%]
4 Amwill Healthcare 5,998.00 111 February 88.85 -30.79% -18.49% -
Limited (2) 12, 2025 [2.81%] [6.53%]
5 Chandan 10,735.68 159 February 165.10 20.25% 9.40% -
Healthcare Limited 17, 2025 [0.23%] [8.97%]
6 Arunaya Organics 3,398.80 58 May 07, 30.10 -43.36% -57.50% -
Limited 2025 [2.41%] [0.96%]
7 Savy Infra & 6,998.40 120 July 28, 136.50 - - -
Logistics Limited 2025
8 Patel Chem 5,880.00 84 August 01, 110.00 - - -
Specialities 2025
Limited (2)
Source: www.nseindia.com & www.bseindia.com
(1) NSE as Designated Stock Exchange.
(2) BSE as Designated Stock Exchange.
Notes:
• Issue size derived from Prospectus/final post issue reports, as available.
• The NIFTY 50 and BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange
disclosed by the respective Issuer at the time of the issue, as applicable.
• Price on NSE and BSE is considered for all of the above calculations as per the Designated Stock Exchange
disclosed by the respective Issuer at the time of the issue, as applicable.
• In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
• Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed
for few of the above issues, data for same is not available.
Summary statement of price information of past public issues handled by Unistone Capital
Private Limited
Financi Total Total Nos of IPOs Nos of IPOs Nos of IPOs Nos of IPOs trading
al year no. of funds trading at discount trading at premium trading at discount at premium on 180th
IPO* Raised (₹ on 30th Calendar on 30th Calendar on 180th Calendar Calendar Day from
in Lakhs) Day from listing Day from listing Day from listing listing date
date date date
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% Than
25% 25% 25% 25%
Main Board
FY 2023- 5 1,29,110. - - - 1 2 2 - - - 3 1 1
24 09
FY 2024- 4 89,762.88 - - 1 1 - 2 - - - 1 - -
25
FY 2025- - - - - - - - - - - - - - -
26
SME Platform
402Financi Total Total Nos of IPOs Nos of IPOs Nos of IPOs Nos of IPOs trading
al year no. of funds trading at discount trading at premium trading at discount at premium on 180th
IPO* Raised (₹ on 30th Calendar on 30th Calendar on 180th Calendar Calendar Day from
in Lakhs) Day from listing Day from listing Day from listing listing date
date date date
Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% Than
25% 25% 25% 25%
FY 2023- 5 16,925.97 - - - - 2 3 - - 1 2 1 1
24
FY 2024- 6 42,448.72 - 3 - 1 - 2 2 1 - 1 - -
25
FY 2025- 3 16,277.20 - 1 - - - - - - - - - -
26
Track record of past issues handled by the BRLM
For details regarding the track record of the BRLM, as specified under Circular reference CIR/MIRSD/1/2012
dated January 10, 2012 issued by the SEBI, see the website of the BRLM mentioned below:
BRLM Website
Unistone Capital Private Limited mb@unistonecapital.com
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange and
accordingly, no stock market data is available for the Equity Shares.
New Financial Instruments
There are no new financial instruments such as deep discounted bonds, debentures, warrants, securities premium
notes, etc. issued by our Company.
Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for the retention of records with the Registrar to the Issue for a period of at
least eight 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.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Issue in
case of any pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment, 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. For all Issue related queries and for redressal of complaints,
Bidders may also write to the BRLM or Registrar to the Issue, in the manner provided below.
All grievances in relation to the Bidding process may be addressed to the Registrar to the Issue with a copy to
the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should
give full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder DP ID,
Client ID, PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number of
the Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum
Application Form was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the
Acknowledgment Slip duly received from the concerned Designated Intermediary in addition to the information
mentioned hereinabove. All grievances relating to Bids submitted with Registered Brokers, may be addressed to
the Stock Exchanges, with a copy to the Registrar to the Issue.
All 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, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the BRLM where the Bid cum
Application Form was submitted by the Anchor Investor.
403The Registrar to the Issue shall obtain the required information from the SCSBs and Sponsor Bank(s) for
addressing any clarifications or grievances of ASBA Bidders. Our Company, the Book Running Lead Managers
and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs
including any defaults in complying with its obligations under applicable provisions of the SEBI ICDR
Regulations. Bidders can contact our Company Secretary and 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, non-credit of
allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations, non-receipt of
funds by electronic mode etc.
SEBI, by way of the SEBI ICDR Master Circular has identified the need to put in place measures, in order to
manage and handle investor issues arising out of the UPI Mechanism inter alia in relation to delay in receipt of
mandates by Bidders for blocking of funds due to systemic issues faced by Designated Intermediaries/SCSBs
and failure to unblock funds in cases of partial allotment/non allotment within prescribed timelines and
procedures. Subsequently, SEBI vide its June 2021 Circular, modified the process timelines and extended the
implementation timelines for certain measures introduced by the March 2021 Circular.
As per the SEBI ICDR Master Circular and March 2021 Circular read with the June 2021 Circular and amended
by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, for initial public offerings
opening for subscription on or after May 1, 2021, and SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, each to the extent applicable and not rescinded by the
SEBI ICDR Master Circular, SEBI has prescribed certain mechanisms to ensure proper management of investor
issues arising out of the UPI Mechanism, including (i) identification of a nodal officer by SCSBs for the UPI
Mechanism; (ii) delivery of SMS alerts by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii)
periodic sharing of statistical details of mandate blocks/unblocks, performance of apps and UPI handles, network
latency or downtime, etc., by the Sponsor Bank(s) to the intermediaries forming part of the closed user group
vide email; (iv) limiting the facility of reinitiating UPI Bids to Syndicate Members to once per Bid; and (v)
mandating SCSBs to ensure that the unblock process for nonallotted/ partially allotted applications is completed
by the closing hours of one Working Day subsequent to the finalisation of the Basis of Allotment.
In terms of SEBI ICDR Master Circular and 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 in accordance with SEBI ICDR Master Circular in the events of delayed unblock for
cancelled/withdrawn/deleted 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.
The processing fees for applications made by UPI Bidders may be released to the remitter banks (SCSBs) only
after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular.
Separately, pursuant to the SEBI ICDR Master Circular, the following compensation mechanism shall be
applicable for investor grievances in relation to Bids made through the UPI Mechanism for public issues, for
which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of the Bid From the date on which the request
cancelled / withdrawn / Amount, whichever is higher for cancellation / withdrawal /
deleted applications deletion is placed on the bidding
platform of the Stock Exchanges
till the date of actual unblock
Blocking of multiple 1. Instantly revoke the blocked funds From the date on which multiple
amounts for the same Bid other than the original application amounts were blocked till the date
made through the UPI amount; and of actual unblock
Mechanism 2. ₹100 per day or 15% per annum of the
total cumulative blocked amount except
the original Bid Amount, whichever is
higher
Blocking more amount 1. Instantly revoke the difference amount, From the date on which the funds
than the Bid Amount i.e., the blocked amount less the Bid to the excess of the Bid Amount
404Scenario Compensation amount Compensation period
Amount; and were blocked till the date of actual
2. ₹100 per day or 15% per annum of the unblock
difference amount, whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of the Bid From the Working Day
Allotted/partially Allotted Amount, whichever is higher subsequent to the finalization of
applications the Basis of Allotment till the date
of actual unblock
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 or 15% per annum of the
application amount for the period of such delay. Further, in terms of the SEBI ICDR Master Circular, the payment
of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the Book
Running Lead Manager, and such application shall be made only after (i) unblocking of application amounts for
each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to
investor complaints has been paid by the SCSB.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges,
with a copy to the Registrar to the Issue.
Disposal of Investor Grievances by our Company
Our Company has not received investor complaints during the period of three years preceding the date of this
Draft Red Herring Prospectus and this Draft Red Herring Prospectus, hence no investor complaint in relation to
our Bank is pending as on the date of filing of this Draft Red Herring Prospectus.
Our Company estimates that the average time required by our Company or Registrar to the Issue or SCSB in
case of ASBA Bidders, for the redressal of routine investor grievances shall be seven 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 obtained authentication on the SCORES and shall comply with the SEBI circular
(CIR/OIAE/1/2014) dated December 18, 2014 and SEBI Master Circular
(SEBI/HO/OIAE/IGRD/P/CIR/2022/0150) dated November 7, 2022 in relation to redressal of investor
grievances through SCORES.
Our Company has appointed Neha Kumar Sunit, as the Compliance Officer for the Issue and she may be
contacted in case of any pre-Issue or post-Issue related problems. For details, see “General Information” on page
86.
Our Company has also constituted a Stakeholders’ Relationship Committee comprising Parveen Kumar Goyal,
Shivani Mishra and Karan Aggarwal as members, to review and redress shareholder and investor grievances. For
details, see “Our Management” on page 246.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not applied for or obtained any exemption from complying with any provisions of securities
laws from SEBI.
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 a Bid in the Issue, except for fees or
commission for services rendered in relation to the Issue.
We confirm that there are no findings/observations of any regulators that are material, and which need to be
disclosed or non-disclosure of which may have bearing on the investment decision. It is further confirmed that
our Company has not received any findings/observations from SEBI, as on date.
Disposal of investor grievances by listed group companies and Subsidiaries
405Except for Basant India Limited, as on the date of this Draft Red Herring Prospectus, the securities of our Group
Companies are not listed on any stock exchange, and no investor complaints are pending against them. As on
date of this Draft Red Herring Prospectus, our Company does not have a subsidiary.
406SECTION IX - ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued and Allotted pursuant to the Issue shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, Listing Regulations, the terms of the
Red Herring Prospectus, the Prospectus, the abridged prospectus, Bid cum Application Form, the Revision Form,
the CAN/Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and
other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject
to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital, and listing
and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, RoC
and/or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions
as may be prescribed by the SEBI, the Government of India, the Stock Exchanges, the RoC and/or any other
authorities while granting its approval for the Issue.
The Issue
The Issue comprises a fresh issue of Equity Shared by the Company.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Issue will be entitled to dividend and other corporate
benefits, if any, declared by our Company after the date of Allotment. The Equity Shares Allotted in the Issue
shall be subject to the provisions of the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, MoA and AoA,
and shall rank pari passu with the existing Equity Shares in all respects including dividends. For further details,
see “Main Provisions of the Articles of Association” on page 440.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders as per the provisions of the Companies Act,
our MoA, AoA, the Listing Regulations and other applicable laws including guidelines or directives that may be
issued by the GoI in this respect. All dividends, declared by our Company after the date of Allotment (pursuant
to the Allotment of Equity Shares), will be payable to the Allottees, for the entire year, in accordance with
applicable law. For further details in relation to dividends, see “Dividend Policy” and “Main Provisions of the
Articles of Association” on pages 278 and 440, respectively.
Face Value, Issue Price and Price Band
The face value of each Equity Share is ₹ 10 and the Issue Price at Floor Price is ₹ [●] per Equity Share and at
Cap Price is ₹ [●] per Equity Share. The Anchor Investor Issue Price is ₹ [●] per Equity Share.
The Price Band and the minimum Bid Lot size will be decided by our Company, in consultation with the Book
Running Lead Manager, and will be advertised, at least two Working Days prior to the Bid/ Issue Opening Date,
in all editions of [●] (a widely circulated English daily national newspaper) and all editions of [●] (a widely
circulated Hindi national daily newspaper, Hindi being the regional language of New Delhi, where our Registered
Office is located), each with wide circulation and shall be made available to the Stock Exchanges for the purpose
of uploading on their respective websites. The Price Band, along with the relevant financial ratios calculated at
the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available on the
respective websites of the Stock Exchanges. The Issue Price shall be determined by our Company in consultation
with the Book Running Lead Manager, after the Bid/ Issue Closing Date, on the basis of assessment of market
demand for the Equity Shares issued by way of Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with Disclosure and Accounting Norms
Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time
to time.
Rights of the Shareholders
407Subject to applicable laws, rules, regulations and guidelines and the AoA, our Shareholders shall have the
following rights:
• Right to receive dividends, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies
Act;
• Right to receive Issues for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• Right of free transferability, subject to applicable laws including any RBI rules and regulations; and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, the Listing Regulations and our AoA and other applicable laws.
For a detailed description of the main provisions of the AoA of our Company relating to voting rights, dividend,
forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Main Provisions of the Articles of
Association” on page 440.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act and the SEBI ICDR Regulations, the Equity Shares shall be Allotted
only in dematerialised form. As per the SEBI ICDR Regulations and the Listing Regulations, the trading of the
Equity Shares shall only be in dematerialised form. In this context, two agreements have been entered into
amongst our Company, the respective Depositories and Registrar to the Company:
• Tripartite agreement dated June 2, 2025 amongst our Company, NSDL and Registrar to the Company.
• Tripartite agreement dated June 2, 2025 amongst our Company, CDSL and Registrar to the Company.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in
this Issue will be in multiples of one Equity Share subject to a minimum Allotment of [●] Equity Shares of face
value of ₹ 10 each. For the method of basis of allotment, see “Issue Procedure” on page 417.
Joint Holders
Where two or more persons are registered as the holders of the Equity Shares, they will be deemed to hold such
Equity Shares as joint tenants with benefits of survivorship.
Jurisdiction
The courts of Mumbai, Maharashtra will have exclusive jurisdiction in relation to this Issue.
Period of operation of subscription list
See “Issue Structure – Bid/Issue Programme” on page 409.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, read with the Companies (Share Capital and Debentures)
Rules, 2014, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any one person in
whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case
may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares
by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she would
be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the
holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity
Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a
sale/transfer/alienation of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh
nomination/ cancel nomination in the manner prescribed. Fresh nomination can be made only on the prescribed
form available on request at our Registered Office or to the registrar and transfer agents of our Company.
408Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon
the production of such evidence as may be required by the Board, elect either:
a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the
Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity
Shares, until the requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode, there is no need to
make a separate nomination with our Company. Nominations registered with respective Depository Participant
of the Bidder would prevail. If the Bidder wants to change the nomination, they are requested to inform their
respective Depository Participant.
Withdrawal of the Issue
Our Company, in consultation with the Book Running Lead Manager, reserve the right not to proceed with the
Issue, 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 SEBI, providing reasons for not proceeding
with the Issue and inform the Stock Exchanges simultaneously. The Book Running Lead Manager, through the
Registrar to the Issue, shall notify the SCSBs and the Sponsor Bank, in case of UPI Bidders using the UPI
Mechanism, 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. Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are
proposed to be listed. The notice of withdrawal will be issued in the same newspapers where the pre-Issue
advertisements have appeared and the Stock Exchanges will also be informed promptly.
If our Company 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 draft red herring prospectus with
SEBI. Notwithstanding the foregoing, this Issue is also subject to obtaining the final listing and trading approvals
of the Stock Exchange, which our Company shall apply for after Allotment.
Bid/ Issue Programme
BID/ ISSUE OPENS ON [●](1)
BID/ ISSUE CLOSES ON [●](2)(3)
(1) 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/Issue Opening Date.
(2) Our Company, in consultation with the BRLM may consider closing the Bid/Issue Period for QIBs one Working Day prior to the
Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
(3) UPI mandate end time and date shall be at 5.00 p.m. on the Bid / Issue Closing Date.
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Bid/ Issue Closing Date [●]
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA On or about [●]
Account*
Credit of Equity Shares to demat accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
* In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
three Working Days from the Bid/Issue Closing Date for cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at
a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/
withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking
of multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a
uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is
higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than
the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever
is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-
allotted/ partially allotted Bids, exceeding three Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a
409uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding three
Working Days from the Bid/Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLM shall be liable for
compensating the Bidder at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of
receipt of the investor grievance until the date on which the blocked amounts are unblocked. Further, Bidders shall be entitled to
compensation in the manner prescribed by SEBI and any other applicable law in case of delays in resolving investor grievances in relation
to blocking/unblocking of funds. Further, in terms of circulars prescribed by SEBI from time to time, the payment of processing fees to the
SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation
relating to investor complaints has been paid by the SCSB.
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/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, 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.
The above timetable is indicative and does not constitute any obligation or liability on our Company and
the Book Running Lead Manager.
Whilst the Company shall ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed
shall be taken within six Working Days of the Bid/Issue Closing Date or such other period as may be
prescribed by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the
timetable may be extended due to various factors, such as extension of the Bid/ Issue Period by our
Company, in consultation with the Book Running Lead Manager, revision of the Price Band or any delay
in receiving the final listing and trading approval from the Stock Exchanges, and delay in respect of final
certificates from SCSBs. The commencement of trading of the Equity Shares will be entirely at the
discretion of the Stock Exchanges and in accordance with the applicable laws. The Issue will be made
under UPI Phase III as notified in the T+3 SEBI Circular, subject to any circulars, clarification or
notification issued by the SEBI from time to time, including any circular, clarification or notification
which may be issued by SEBI pursuant to the T+3 SEBI Circular.
In terms of the UPI Circulars, in relation to the Issue, the Book Running Lead Manager will be required to submit
reports of compliance with timelines and activities prescribed by SEBI in connection with the allotment and
listing procedure within six Working Days from the Bid/Issue Closing Date, or such other period as may be
prescribed by SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, identifying
non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons
associated with it. Please note that this Issue will be made under UPI Phase III as notified in the T+3 SEBI
Circular, subject to any circulars, clarification or notification issued by the SEBI from time to time, including
any circular, clarification or notification which may be issued by SEBI pursuant to the T+3 SEBI Circular.
SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or
notifications from SEBI after the date of the Draft Red Herring Prospectus may result in changes to the
above-mentioned timelines. Further, the Issue procedure is subject to change to any revised SEBI circulars
to this effect.
Submission of Bids (other than Bids from Anchor Investors):
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* Electronic Applications:
(a) Online ASBA through 3-in-1 accounts – Upto 5.00 p.m. IST on T Day
(b) Bank ASBA through Online channels like Internet Banking, Mobile Banking
and Syndicate UPI ASBA etc. – Upto 4.00 p.m. IST on T Day.
(c) Syndicate Non-Retail, Non-Individual Applications – Upto 3.00 p.m. IST on T
day.
Physical Applications:
(a) Bank ASBA – Upto 1.00 p.m. IST on T Day
(b) Syndicate Non-Retail, Non-Individual Applications of QIBs and NIIs – Upto
12.00 p.m. IST on T Day and Syndicate members shall transfer such
applications to banks before 1 p.m. IST on T day
Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST
* UPI mandate end time and date shall be at 5.00 pm on the Bid/Issue Closing Date
410T Day is Issue Closing Date
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 Exchanges, in case of Bids by
RIBs.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to 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 Registrar to the Issue on a daily
basis. To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be
allowed only once per Bid/ batch and as deemed fit by the Stock Exchanges, 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, and the Sponsor Banks would be rejected.
On Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchanges only for uploading Bids
received by UPI Bidders, after taking into account the total number of Bids received and as reported by the
BRLM to the Stock Exchanges.
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, and in any case no later than 3:00 p.m. IST on the
Bid/ Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned
that, in the event a large number of Bids are received on the Bid/ Issue Closing Date, some Bids may not get
uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation
under this Issue. Bids will be accepted only during Working Days, during the Bid/ Issue Period. Bids will be
accepted only during Monday to Friday (excluding any public holiday), during the Bid/Issue period. Bids and
revisions shall not be accepted on Saturdays and public holidays. 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. The Designated
Intermediaries shall modify select fields uploaded in the Stock Exchange Platform during the Bid/Issue Period
till 5.00 pm on the Bid/Issue Closing Date after which the Stock Exchange(s) send the bid information to the
Registrar to the Issue for further processing.
Bids will be accepted only on Working Days. Bids and any revisions in Bids shall not be accepted on Saturdays
and public holidays as declared by the Stock Exchanges.
Our Company, in consultation with the Book Running Lead Manager, reserve the right to revise the Price Band
during the Bid/ Issue Period. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly.
The Floor Price will not be less than the face value of the Equity Shares. In all circumstances, the Cap Price shall
be less than or equal to 120% of the Floor Price. Provided that, the Cap Price of the Price Band shall be at least
105% of the Floor Price.
In case of revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional
Working Days after such revision, subject to the Bid/ Issue Period not exceeding 10 Working Days. In
cases of force majeure, strike or similar unforeseen circumstances, our Company, in consultation with the
Book Running Lead Manager, for reasons to be recorded in writing, extend the Bid/ Issue Period for a
minimum of one (01) Working Day, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any
revision in Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by
notification to the Stock Exchanges, by issuing a public notice and also by indicating the change on the
respective websites of the Book Running Lead Manager and the terminals of the Syndicate Members and
by intimation to the Designated Intermediaries and Sponsored Bank, as applicable. In case of revision of
price band, the Bid lot shall remain the same.
In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.
Minimum Subscription
411If our Company does not receive the (i) minimum subscription of 90% of the Issue; and (ii) a minimum
subscription in the Issue equivalent to such percentage of the post-Issue paid-up equity share capital of our
Company (the minimum number of securities) as specified under Rule 19(2)(b) of the SCRR, including through
devolvement of Underwriters, if any, in accordance with applicable laws or if the subscription level falls below
the thresholds mentioned above after the Bid/Issue Closing Date, on account of withdrawal of applications; or
after technical rejections; or if the listing or trading permission is not obtained from the Stock Exchanges for the
Equity Shares so offered pursuant to the Red Herring Prospectus and the Prospectus, our Company shall
forthwith refund the entire subscription amount received, in accordance with applicable law including the SEBI
ICDR Master Circular. If there is a delay beyond the prescribed time, our Company shall pay interest prescribed
under the applicable law.
Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be
Allotted shall not be less than 1,000 in compliance with Regulation 49(1) of the SEBI ICDR Regulations failing
which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case
of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our
Company shall be liable to pay interest on the application money in accordance with applicable laws.
Arrangements for Disposal of Odd Lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form
only and market lot for our Equity Shares will be one Equity Share.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Issue.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for lock-in of the pre-Issue capital of our Company, lock-in of the Promoters’ minimum contribution and
the Anchor Investor lock-in as provided in “Capital Structure” on page 96 and except as provided under the
AoA, there are no restrictions on transfer of the Equity Shares. Further, there are no restrictions on transmission
of any shares of our Company and on their consolidation or splitting, except as provided in the AoA. For details,
see “Main Provisions of the Articles of Association” on page 440.
412ISSUE STRUCTURE
Initial Public Issue of up to 1,70,00,000 Equity Shares of face value of ₹ 10 each for cash at a price of ₹ [●] per
Equity Share of face value of ₹ 10 each (including a premium of ₹ [●] per Equity Share of face value of ₹ 10
each) aggregating to ₹ [•] lakhs. The Issue shall constitute [●]% of the post-Issue paid-up Equity Share capital
of our Company. The face value of the Equity Shares is ₹ 10/- each.
The Issue is being made through the Book Building Process.
Particulars QIBs(1) Non Institutional Bidders Retail Individual Bidders
Number of Equity Not more than [●] Equity Not less than [●] Equity Shares of Not less than [●] Equity
Shares available for Shares of face value of ₹ 10 face value of ₹ 10 each available Shares of face value of ₹ 10
Allotment/allocation each for allocation or Issue less each available for allocation
*(2) allocation to QIB Bidders and or Issue less allocation to
RIBs QIB Bidders and Non
Institutional Bidders
Percentage of Issue Not more than 50% of the Issue Not less than 15% of the Issue, or Not less than 35% of the
Size available for size shall be allocated to QIB the Issue less allocation to QIB Issue, or the Issue less
Allotment/allocation Bidders. However, 5% of the Bidders and Retail Individual allocation to QIB Bidders
Net QIB Portion will be Bidders was available for and Non-Institutional
available for allocation allocation, out of which: Bidders will be available for
proportionately to Mutual allocation.
Funds only. Mutual Funds a) one third of such portion shall be
participating in the Mutual reserved for applicants with
Fund Portion will also be application size of more than ₹
eligible for allocation in the 2.00 lakhs and up to ₹ 10.00
remaining balance net QIB lakhs; and
Portion. The unsubscribed b) two third of such portion shall be
portion in the Mutual Fund reserved for applicants with
Portion will be added to the Net application size of more than ₹
QIB Portion (excluding the 10.00 lakhs, provided that the
Anchor Investor Portion). unsubscribed portion in either of
such subcategories may be
allocated to applicants in the
other sub-category of Non-
Institutional Bidders.
Basis of Proportionate as follows The Equity Shares available for Allotment to each Retail
Allotment/allocation if (excluding the Anchor Investor allocation to Non-Institutional Individual Bidder shall not
respective category is Portion): Bidders under the Non- be less than the maximum
oversubscribed* Institutional Portion shall not be Bid lot, subject to
1. Up to [●] Equity Shares of less than the minimum application availability of Equity Shares
face value of ₹ 10 each size and the remaining available in the Retail Portion and the
shall be available for Equity Shares if any, shall be remaining available
allocation on a Allotted on a proportionate basis, Equity Shares is any, shall
proportionate basis to in accordance with the conditions be allotted on a
Mutual Funds only; and specified in the SEBI ICDR proportionate basis. For
Regulations subject to the details see “Issue
2. [●] Equity Shares of face following: Procedure” on page 417.
value of ₹ 10 each shall be (i) one-third of the portion
available for allocation on available to Non- Institutional
a proportionate basis to all Bidders shall be reserved for
other QIBs, including Bidders with an application
Mutual Funds receiving size of more than ₹2.00 lakhs
allocation as per (a) above and up to ₹ 10.00 lakhs, and
(ii) two-third of the portion
3. Up to 60% of QIB portion, available to Non-Institutional
(up to [•] Equity Shares of Bidders shall be reserved for
face value of ₹ 10 each) Bidders with application size
may be allocated on a of more than ₹ 10.00 lakhs,
discretionary basis to provided that the unsubscribed
Anchor Investors of which portion in either of the
one-third shall be aforementioned sub-categories
available for allocation to may be allocated to Bidders in the
Mutual Funds only, other sub-category of Non-
subject to valid Bid Institutional Bidders.
received from Mutual
413Particulars QIBs(1) Non Institutional Bidders Retail Individual Bidders
Funds at or above the
Anchor Investor
Allocation Price.
Minimum Bid [●] Equity Shares of face value Such number of Equity Shares that Such number of [●] Equity
of ₹ 10 each and in multiples of the Bid Amount exceeds ₹ 2.00 Shares of face value of ₹ 10
[●] Equity Shares of face value lakhs and in multiples of [●] each and in multiples of [●]
of ₹ 10 each that the Bid Equity Shares of face value of ₹ 10 Equity Shares of face value
Amount exceeds ₹2.00 lakhs each thereafter of ₹ 10 each thereafter
and in multiples of [●] Equity
Shares of face value of ₹ 10
each thereafter
Maximum Bid Such number of Equity Shares Such number of Equity Shares in Such number of Equity
in multiples of [●] Equity multiples of [●] Equity Shares of Shares and in multiples of
Shares of face value of ₹ 10 face value of ₹ 10 each not [●] Equity Shares of face
each not exceeding the size of exceeding the size of the Issue value of ₹ 10 each so that the
the Issue (excluding the Anchor (excluding the QIB Portion), Bid Amount does not exceed
Portion), subject to applicable subject to limits prescribed under ₹ 2.00 lakhs
limits under applicable law applicable law
Mode of Bidding^(5) ASBA only (excluding the UPI ASBA only (including UPI ASBA only (including the
Mechanism) except for Anchor Mechanism for Bids up to₹ 5.00 UPI Mechanism)
Investors lakhs )
Bid Lot [●] Equity Shares of face value of ₹ 10 each and in multiples of [●] Equity Shares of face value
of ₹ 10 each thereafter
Mode of Allotment Compulsorily in dematerialised form
Allotment Lot A minimum of [●] Equity Shares of face value of ₹ 10 each and in multiples of one Equity Share
thereafter
Trading Lot One Equity Share
Who can apply(3)(4) Public financial institutions (as Resident Indian individuals, Resident Indian individuals,
specified in Section 2(72) of the Eligible NRIs, HUFs (in the name Eligible NRIs and HUFs (in
Companies Act), scheduled of the karta), companies, corporate the name of the karta)
commercial banks, Mutual bodies, scientific institutions applying for Equity Shares
Funds, eligible FPIs, VCFs, societies family offices, trusts, such that the Bid amount
AIFs, FVCIs registered with FPIs who are individuals, does not exceed ₹2.00 lakhs
SEBI, multilateral and bilateral corporate bodies and family in value.
development financial offices.
institutions, state industrial
development corporation,
insurance companies registered
with IRDAI, provident funds
(subject to applicable law) with
minimum corpus of ₹ 2,500
lakhs, pension funds with
minimum corpus of ₹ 2,500
lakhs registered with the
Pension Fund Regulatory and
Development Authority
established under sub-section
(1) of section 3 of the Pension
Fund Regulatory and
Development Authority Act,
2013, National Investment
Fund set up by the Government
of India, the insurance funds set
up and managed by army, navy
or
air force of the Union of India,
insurance funds set up and
managed by the Department of
Posts, India and Systemically
Important Non-Banking
Financial Companies, in
accordance with applicable
laws including FEMA Rules.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the
time of submission of their Bids(4)
414Particulars QIBs(1) Non Institutional Bidders Retail Individual Bidders
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account
of the ASBA Bidder (other than Anchor Investors) or by the Sponsor Bank(s) through the UPI
Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA Form
*Assuming full subscription in the Issue.
^ SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, has mandated that ASBA applications in Public Issues
shall be processed only after the application monies are blocked in the bank accounts of the investors. Accordingly, Stock Exchanges shall,
for all categories of investors viz. QIBs, Non-Institutional Bidder and RIBs and also for all modes through which the applications are
processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application
monies blocked
(1) Our Company in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject
to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription
or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB
Portion. For further details, see “Issue Procedure” on page 417.
(2) Subject to valid Bids being received at or above the Issue Price. The Issue is being made in terms of Rule 19(2)(b) of the SCRR read with
Regulation 45 of the SEBI ICDR Regulations. The Issue is being made through the Book Building Process in accordance with Regulation
6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Issue shall be available for allocation on a proportionate basis to
QIBs. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to
Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, including
Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from Mutual
Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added
to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Issue shall be available for
allocation to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. The Equity Shares
available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third of
the portion available to Non-Institutional Bidders shall be reserved for Bidders with an application size of more than ₹ 2.00 lakhs and up to
₹ 10.00 lakhs, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for Bidders with application size of
more than₹ 10.00 lakhs, provided that the unsubscribed portion in either of the aforementioned sub-categories may be allocated to Bidders
in the other sub-category of Non-Institutional Bidders.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional Portion or the Retail
Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company
in consultation with the BRLM and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the
QIB Portion will not be allowed to be met with spill-over from other categories or a combination of categories. For further details, please
see “Terms of the Issue” on page 407.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same
joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. The Bid cum Application Form
should contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint
names. The signature of only such First Bidder would be required in the Bid cum Application Form and such First Bidder would be deemed
to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in
any or all categories.
(4) Anchor Investors shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any positive difference
between the Anchor Investor Allocation Price and the Issue Price, shall be payable by the Anchor Investor Pay-in Date as mentioned in the
CAN.
(5) Anchor Investors are not permitted to use the ASBA process and 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 Confirmation Allotment Note CAN.
The Bids by FPIs with certain structures as described under the section “Issue Procedure” on page 417 and
having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares
Allocated and Allotted to such successful Bidders (with same PAN) may be proportionately distributed.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters,
their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable
law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-
Institutional Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a
combination of categories at the discretion of our Company in consultation with the BRLM and the Designated
Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be
allowed to be met with spill-over from other categories or a combination of categories. For details, see “Terms
of the Issue” on page 407.
415In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges
may be taken as the final data for the purpose of Allotment.
416ISSUE PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued
in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars (the “General Information Document”) which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the
SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum
Application Form. The General Information Document is available on the websites of the Stock Exchanges and
the BRLM. Please refer to the relevant provisions of the General Information Document which are applicable to
the Issue.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders/Applicants; (v) Issuance of CAN and allotment in
the Issue; (vi) General instructions (limited to instructions for completing the Bid Form,) designated date,
disposal of applications and electronic registration of bids; (vii) submission of Bid cum Application Form; (viii)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application
would be rejected on technical grounds); (ix) applicable provisions of the Companies Act relating to punishment
for fictitious applications; (x) mode of making refunds; (xi) designated date, (xii) interest in case of delay in
allotment or refund; and (xiii) disposal of application.
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. Pursuant to its circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April
5, 2022, as amended by the SEBI ICDR Master Circular, SEBI has increased the UPI limit from ₹2.00 lakhs to
₹5.00 lakhs for all the individual investors applying in public issues.
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 Draft 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, as amended by the SEBI ICDR Master Circular all individual bidders in initial public offerings (opening
on or after May 1, 2022) whose application size are up to ₹5.00 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, are deemed to form part of this Draft 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
417the intermediaries involved in the public issuance process and lead manager shall continue to coordinate with
intermediaries involved in the said process.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding three Working Days from the Bid/Issue Closing Date, the Bidder shall be
compensated as per applicable law. The BRLM shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. Further, Bidders shall be entitled to
compensation in the manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has
introduced the disclosure of audiovisual presentation of disclosures made in Issue Documents. Pursuant to the
AV Circular, investors are advised not to rely on any other document, content or information provided in respect
to the public issue on the internet/online websites/social media platforms/micro-blogging platforms by
finfluencers. Further, investors are advised to rely only on the information contained in the Issue document and
Price Band Advertisement for making investment decision.
Our Company and the BRLM do not accept any responsibility for the completeness and accuracy of the
information stated in this section and are not liable for any amendment, modification or change in the applicable
law which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their
independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do
not exceed the investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or as specified in this Draft Red Herring Prospectus, the Red Herring Prospectus and the
Prospectus.
Further, our Company and the Syndicate are not liable for any adverse occurrences consequent to the
implementation of the UPI Mechanism for application in this Issue.
Book Building Procedure
The Issue is being made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance
with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Issue shall be available
for allocation to QIBs on a proportionate basis, provided that our Company in consultation with the BRLM may
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from them at or above the Anchor Investor Allocation Price. Further, in the event of under-subscription,
or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added back to the Net QIB
Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds
only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all
QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further,
not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional
Bidders of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an
application size between ₹ 2.00 lakhs to ₹ 10.00 lakhs and two-thirds of the Non-Institutional Portion will be
available for allocation to Bidders with an application size of more than ₹ 10.00 lakhs and under-subscription in
either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-
category of Non-Institutional Portion and not less than 35% of the Issue shall be available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or
above the 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, as applicable, 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 Exchanges.
Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except
the QIB Portion, would be allowed to be met with spill-over from any other category or a combination of
categories at the discretion of our Company and the Selling Shareholders in consultation with the BRLM and the
418Designated Stock Exchanges. However, under-subscription, if any, in the QIB Portion will not be allowed to be
met with spill-over from other categories or a combination of categories. Bidders will not have the option of
being Allotted Equity Shares in physical form.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges. All
potential Bidders (except Anchor Investors) are required to mandatorily utilize the ASBA process providing
details of their respective ASBA accounts, and UPI ID (in case of UPI Bidders) if applicable, in which the
corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification by the
Central Board of Direct Taxes dated February 13, 2020, read with press releases dated June 25, 2021, and
September 17, 2021 and March 30, 2022, read with press release dated March 28, 2023 and any subsequent press
releases in this regard.
Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification
by the Central Board of Direct Taxes dated February 13, 2020 and press release dated June 25, 2021.
Investors 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, PAN and UPI ID, as applicable, shall be treated as
incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in
physical form. However, they may get the Equity Shares rematerialised subsequent to Allotment of the
Equity Shares in the IPO.
As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the
Stock Exchanges.
Phased implementation of Unified Payments Interface
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA)
for applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from
public issue closure to listing from six Working Days to up to three Working Days. Considering the time required
for making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, a RIB had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 extended the timeline for implementation of
UPI Phase II till March 31, 2020. Further, pursuant to SEBI circular dated March 30, 2020, this phase was
extended till further notice. Under this phase, submission of the ASBA Form without UPI by RIBs through
Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and replaced
by the UPI Mechanism. However, the time duration from public issue closure to listing continued to be six
Working Days during this phase.
Phase III / T+3:*
Phase III This phase had become applicable on voluntary basis for public issues opening on or after September
1, 2023 and on a mandatory basis for public issues opening on or after December 1, 2023. In this phase, the time
duration from public issue closure to listing has been reduced to three Working Days. Accordingly, in Phase III,
the reduced time duration shall be applicable for the Issue based on Bid/Issue Opening Date.
*SEBI has vide circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, introduced a framework for
reduction in timelines for listing of shares in public issues from six Working Days from public issue closure to three Working
Days from public issue closure. The circular is voluntarily applicable for public issues opening on or after September 1,
4192023 and mandatorily applicable for public issues opening on or after December 1, 2023.
The Issue shall be undertaken pursuant to the processes and procedures as notified in the T+3 SEBI Circular. For
further details, refer to the General Information Document available on the websites of the Stock Exchanges and
the Book Running Lead Manager.
All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI. The Issue is being made under Phase III of the UPI. Our Company will be required to appoint one of
the SCSBs as a sponsor bank to act as a conduit between the Stock Exchanges and NPCI in order to facilitate
collection of requests and / or payment instructions of the UPI Bidders.
Pursuant to the UPI Circulars, 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 Circulars include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful
Bidders to be unblocked no later than one Working 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, the
relevant SCSB as well as the BRLM will be required to compensate the concerned investor
Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant
to an application made by the SCSBs to the BRLM, and such application shall be made only after (i) unblocking
of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.
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 a written confirmation 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/P/CIR/2022/75 dated May 30, 2022.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID and PAN, and UPI ID (for UPI Bidders Bidding through the UPI Mechanism),
shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted
Equity Shares in physical form.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office . An electronic
copy of the Bid cum Application Form will also be available for download on the respective websites of the
Stock Exchanges (www.nseindia.com and www.bseindia.com) at least one day prior to the Bid/ Issue Opening
Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLM.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA
process. Anchor Investors are not permitted to participate in the Issue through the ASBA process. The UPI
Bidders can additionally Bid through the UPI Mechanism.
UPI Bidders using the UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum
Application Form. Bid cum Application Forms that do not contain the UPI ID are liable to be rejected.
ASBA Bidders (other than Anchor Investors and UPI Bidders 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. The ASBA Bidders,
including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked through
ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount
is blocked in the ASBA account of the Bidder pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022
420Since the Issue is made under Phase III of the UPI Circulars, ASBA Bidders may submit the ASBA Form in
the manner below:
(a) UPI Bidders using the UPI Mechanism may submit their ASBA Forms with the Syndicate, sub-syndicate
members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat
and bank account (3 in 1 type accounts), provided by certain brokers.
(b) QIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs,
Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs.
ASBA Bidders (not using the UPI Mechanism) must provide bank account details and authorisation 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. The ASBA Bidders shall ensure that they have sufficient
balance in their bank accounts to be blocked through ASBA for their respective Bid as the application made by
a Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the Bidder pursuant to
SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, which shall be effective from
September 1, 2022. All ASBA Bidders are required to provide either, (i) bank account details and authorizations
to block funds in the ASBA Form; or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space
provided in the ASBA Form and the ASBA Forms that did not contain such details will be rejected. Applications
made by the UPI Bidders using third party bank account or using third party linked bank account UPI ID are
liable to be rejected. The UPI Bidders must provide the valid UPI ID in the relevant space provided in the Bid
cum Application Form and the Bid cum Application Forms that do not contain the UPI ID 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. UPI Bidders 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 authorising 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
Banks, as applicable at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs
are required to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked.
Anchor Investors are not permitted to participate in the Issue through the ASBA process. For Anchor Investors,
the Anchor Investor Application is available with the Book Running Lead Manager.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders and [•]
Eligible NRIs applying on a non-repatriation basis
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions applying on a [•]
repatriation basis
Anchor Investors [•]
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the respective websites of the
Stock Exchanges (www.nseindia.com and www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLM.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the
electronic bidding system of the Stock Exchanges. Designated Intermediaries (other than SCSBs) shall submit /
deliver the ASBA Forms (except Bid cum Application Forms submitted by UPI Bidders Bidding using the UPI
Mechanism) to the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-
SCSB bank or any Escrow Collection Bank(s). For UPI Bidders using the UPI Mechanism, the Stock Exchanges
shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the
Sponsor Bank(s) to initiate a UPI Mandate Request to such UPI Bidders for blocking of funds. The Sponsor
Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI
Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked
bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding
platform, and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed
transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end
the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions
421/ investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers to the
Issue shall provide the audit trail to the BRLM for analysing the same and fixing liability. For ensuring timely
information to investors, SCSBs shall send SMS alerts as specified in 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, and SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the
ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date
(“Cut- Off Time”). Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking of funds prior
to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. For ensuring timely
information to investors, SCSBs shall send SMS alerts as specified in 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. The NPCI shall maintain an audit trail for every bid
entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (using the UPI
Mechanism) in case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank, NPCI or the
bankers to an 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 Bank and the bankers to an issue.
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/P/CIR/2021/570 dated June 02, 2021 read with 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 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. The processing fees for applications made by the UPI
Bidders using the UPI Mechanism may be released to the SCSBs only after such SCSBs provide a written
confirmation in compliance with the SEBI RTA Master Circular, in a format prescribed by SEBI or applicable
law.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on
or after September 1, 2022:
a) Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date
and existing process of UPI bid entry by syndicate members, registrars to the Issue and depository participants
shall continue till further notice.
b) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1
day for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall
be discontinued.
c) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up
to 5:00 pm on the initial public offer closure day.
d) Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest
status as RC 100 – Block Request Accepted by Investor/ Client.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent
to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLM in the
format and within the timelines as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall
download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three
way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer
banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid / Issue
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks / unblocks,
performance of apps and UPI handles, down-time / network latency (if any) across intermediaries and any such
processes having an impact / bearing on the Issue Bidding process.
The Equity Shares issued in the Issue have not been, and will not be, registered under the U.S. Securities Act or
any other applicable law of the United States and, unless so registered, may not be issued or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are
422being issued and sold (a) in the United States only to persons that are both “qualified institutional buyers” (as
defined in Rule 144A under the U.S. Securities Act and referred to in this Draft Red Herring Prospectus as “U.S.
QIBs”) and “qualified purchaser” (as defined under the U.S. Investment Company Act and referred to in this
Draft Red Herring Prospectus as “QPs”) in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act, and (b) outside the United States in “offshore transactions” as defined
in and in compliance with Regulation S and the applicable laws of the jurisdiction where those issues and sales
occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issued or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Participation by Promoters, Promoter Group, the Book Running Lead Manager, associates and affiliates of the
Book Running Lead Manager and the Syndicate Members and the persons related to Promoters, Promoter Group,
Book Running Lead Manager and the Syndicate Members and Bids by Anchor Investors, the BRLM and the
Syndicate Members shall not be allowed to purchase the Equity Shares in any manner, except towards fulfilling
their underwriting obligations. However, the respective associates and affiliates of the BRLM and the Syndicate
Members may purchase Equity Shares in the Issue, either in the QIB Portion or in the Non- Institutional Portion
as may be applicable to such Bidders, and such subscription may be on their own account or on behalf of their
clients. All categories of investors, including respective associates or affiliates of the BRLM and Syndicate
Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the Book Running Lead Manager nor any associate of the Book Running Lead
Manager can apply in the Issue under the Anchor Investor Portion:
i. mutual funds sponsored by entities which are associate of the Book Running Lead Manager;
ii. insurance companies promoted by entities which are associate of the Book Running Lead Manager;
iii. AIFs sponsored by the entities which are associate of the Book Running Lead Manager;
iv. FPIs, other than individuals, corporate bodies and family offices, which are associates of the Book Running
Lead Manager; or
v. Pension funds (registered with the Pension Fund Regulatory and Development Authority established under
Section 3(1) of the Pension Fund Regulatory and Development Authority Act, 2013, subject to applicable
laws, with minimum corpus of ₹ 2,500 lakhs) sponsored by entities which are associates of the Book Running
Lead Manager.
Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Manager” if: (i)
either of them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the
voting rights in the other; or (ii) either of them, directly or indirectly, by itself or in combination with other
persons, exercises control over the other; or (iii) there is a common director, excluding nominee director, amongst
the Anchor Investors and the BRLM.
Further, the Promoters and members of the Promoter Group shall not participate by applying for Equity Shares
in the Issue, except in accordance with the applicable law. Furthermore, persons related to the Promoters and the
Promoter Group shall not apply in the Issue under the Anchor Investor Portion. It is clarified that a qualified
institutional buyer who has rights under a shareholders’ agreement or voting agreement entered into with any of
the Promoters or members of the Promoter Group of our Company, veto rights or a right to appoint any nominee
director on our Board, shall be deemed to be a person related to the Promoters or Promoter Group of our
Company.
Electronic registration of Bids
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for the Book Building
Process on a regular basis before the closure of the Issue.
b) On the Bid/ Issue Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in this Draft Red Herring Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The
Designated Intermediaries are given till 5:00 pm on the Bid/Issue Closing Date to modify select fields uploaded
in the Stock Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the bid
423information to the Registrar to the Issue for further processing.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated / Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he / she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network
and software of the electronic bidding system should not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company and/or the BRLM are cleared or
approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Draft Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be
listed on the Stock Exchanges.
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 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% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in case
of index funds or exchange traded funds or sector or industry specific schemes. No Mutual Fund under all its
schemes should own more than 10% of any company’s paid-up share capital carrying voting rights.
Bids by Eligible NRIs
Foreign investment in India is governed by the provisions of FEMA Non-Debt Instruments Rules along with the
FDI Policy issued by the DPIIT, from time to time. Further, the RBI has enacted the Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the
mode of payment and reporting requirements for investments in India by a person resident outside India.
Since, the business of multi-brand retail trading falls under the restricted route of investment under the FDI
Policy, accordingly FDI investment in our Company is restricted and is subject to prior government approval.
Therefore, in this Issue Non-Residents Investors including FPIs and Eligible NRIs and AIFs cannot invest in this
Issue by way of the FDI route and will have to invest as Foreign Portfolio Investors, subject to their investment
not exceeding the individual and aggregate limits. FPIs can invest up to 10% individually and up to 24 % of our
Company’s paid-up Equity Share Capital on a fully diluted basis on an aggregate basis. For details, see
“Restrictions on Foreign Ownership of Indian Securities” on page 438.
In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully
diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share
warrants issued that may be issued by our Company, the total investment made by the FPI will be re-classified
as FDI subject to the conditions as specified by SEBI and the RBI in this regard and the said investment will fall
under the restricted route prescribed under the FDI policy and therefore will be subject to prior government
approval.
424Eligible 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 respective SCSB or confirm or accept the UPI Mandate Request (in case of UPI Bidders through
the UPI Mechanism) to block their Non- Resident External (“NRE”) accounts (including UPI ID, if activated),
or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on a non-repatriation
basis by using Resident Forms should authorize their respective SCSB to block their Non-Resident Ordinary
(“NRO”) accounts or confirm or accept the UPI mandate request (in case of UPI Bidders using the UPI
Mechanism) for the full Bid Amount, at the time of the submission of the Bid cum Application Form. NRIs
applying in the Issue through the UPI Mechanism are advised to enquire with the relevant bank, whether their
account is UPI linked, prior to submitting a Bid cum Application Form.
Eligible NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the SEBI
UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI
UPI Circulars) to apply in the Issue, provided the UPI facility is enabled for their NRE / NRO accounts.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
(white in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form
meant for Non-Residents (blue in colour).
Participation by Eligible NRIs in the Issue shall be subject to the FEMA Non-Debt Instruments Rules. Only Bids
accompanied by payment in Indian rupees or fully converted foreign exchange will be considered for Allotment.
In accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a
repatriation basis, shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not
exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants issued by an
Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-
up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures
or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a
special resolution to that effect is passed by the general body of the Indian company.
For details, see “Restrictions on Foreign Ownership of Indian Securities” on page 438.
Bids by HUFs
Bids by HUFs Hindu Undivided Families or HUFs, are required to be made in the individual name of the karta.
The Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum
Application Form/Application Form as follows: “Name of sole or first Bidder/Applicant: XYZ Hindu Undivided
Family applying through XYZ, where XYZ is the name of the karta”. Bids/Applications by HUFs may be
considered at par with Bids/Applications from individuals.
Bids by FPIs
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group
(which means multiple entities registered as FPIs and directly or indirectly having common ownership of more
than 50% or common control) must be below 10% of our post-Issue Equity Share capital. Further, in terms of
the FEMA Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up
Equity Share capital of our Company and the total holdings of all FPIs put together with effect from April 1,
2020, can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to 100%). In
terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the BRLM reserves the right to reject any Bid without assigning any reason, subject to
applicable laws. FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for
Non-Residents (Blue in colour).
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar to the Issue shall (i) use the PAN issued
by the Income Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from
Depositories for the FPIs who have invested in the Issue to ensure there is no breach of the investment limit,
425within the timelines for issue procedure, as prescribed by SEBI from time to time.
A FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognized
stock exchange in India, and/ or may purchase or sell securities other than equity instruments.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
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.
In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully
diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share
warrants issued that may be issued by our Company, the total investment made by the FPI will be re-classified
as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company and the
investor will be required to comply with applicable reporting requirements.
An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative
instrument is made by, or on behalf of it subject to, inter alia, the following conditions:
(a) each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre-approved by the FPI.
Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client
IDs and DP IDs shall not be treated as multiple Bids:
• FPIs which utilise the multi investment manager structure;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level / sub fund level where a collective investment scheme
or fund has multiple investment strategies / sub-funds with identifiable differences and managed by a single
investment manager.
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN).
In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary
account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid
cum Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures
and indicate the name of their respective investment managers in such confirmation. In the absence of such
compliance from the relevant FPIs with the operational guidelines for FPIs and designated Collecting Depository
Participants issued to facilitate implementation of SEBI FPI Regulations, such multiple Bids shall be rejected.
Participation of FPIs in the Issue shall be subject to the FEMA Rules.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB
Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids
by
426an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid.
Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information
Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum
Application Form “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.”
There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation. The FPIs who wish to participate in the Issue are
advised to use the Bid cum Application Form for non-residents.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital funds which
have not re-registered as AIFs under the SEBI AIF Regulations shall continue to be regulated by the SEBI
(Venture Capital Funds) Regulations, 1996 until the existing fund or scheme managed by the fund is wound up
and such fund shall not launch any new scheme after the notification of the SEBI AIF Regulations. The SEBI
FVCI Regulations prescribe the investment restrictions on FVCIs.
Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI should not
exceed 25% of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds in various prescribed instruments, including in public offering.
Category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF
cannot invest more than 10% of the corpus in one investee company. A VCF registered as a category I AIF,
cannot invest more than one-third of its investible funds, in the aggregate, in certain specified instruments,
including by way of subscription to an initial public offering of a venture capital undertaking. The holding in any
company by any individual FVCI or VCF registered with SEBI should not exceed 25% of the corpus of the FVCI
or VCF. An FVCI or VCF can invest only up to 33.33% of its investible funds, in the aggregate, in certain
specified instruments, which includes subscription to an initial public offering of a venture capital undertaking
or an investee company (as defined under the SEBI AIF Regulations).
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, provided that such equity shares shall be locked in for a period of at least one year from the date
of purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, or the Book Running Lead Manager will not be responsible for loss, if any, incurred by the Bidder
on account of conversion of foreign currency.
Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Rules.
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 reserves
the right to reject any Bid without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee is required to
be attached to the Bid cum Application Form, failing which our Company in consultation with BRLM, reserves
the right to reject any Bid without assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949 (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services
427provided by Banks) Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the
bank’s own paid-up share capital and reserves, as per the last audited balance sheet or a subsequent balance sheet,
whichever is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and
non-financial services cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company
would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee
company if: (a) the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or (b) the additional acquisition is through restructuring
of debt, or to protect the bank’s interest on loans / investments made to a company, provided that the bank is
required to submit a time-bound action plan for disposal of such shares (in this sub-clause (b)) within a specified
period to the RBI. A banking company would require a prior approval of the RBI to make investment in excess
of 30% of the paid-up share capital of the investee company, investment in a subsidiary and a financial services
company that is not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services
company in excess of 10% of such investee company’s paid-up share capital as stated in the Reserve Bank of
India (Financial Services provided by Banks) Directions, 2016, as amended.
Bids by SCSBs
SCSBs participating in the Issue are required to comply with the terms of the circulars dated September 13, 2012
and January 2, 2013 issued by SEBI. Such SCSBs are required to ensure that for making applications on their
own account using ASBA, they should have a separate account in their own name with any other SEBI registered
SCSBs. Further, such account shall be used solely for the purpose of making application in public issues and
clear demarcated funds should be available in such account for such Bids.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, the Company in
consultation with BRLM, reserves the right to reject any Bid without assigning any reason thereof. The exposure
norms for insurers are prescribed under Regulation 9 of the Insurance Regulatory and Development Authority
of India (Investment) Regulations, 2016 (“IRDA Investment Regulations”), and are based on investments in
the equity shares of a company, the entire group of the investee company and the industry sector in which the
investee company operates. Bidders are advised to refer to the IRDA Investment Regulations for specific
investment limits applicable to them and 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 registered with the Pension Fund Regulatory and
Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development
Authority Act, 2013, subject to applicable laws, with minimum corpus of ₹2,500 lakhs, a certified copy of
certificate from a chartered accountant certifying the corpus of the provident fund / pension fund must be attached
to the Bid cum Application Form. Failing this, our Company in consultation with BRLM reserves the right to
reject any Bid, without assigning any reason thereof.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund
and provident funds with a minimum corpus of ₹2,500 lakhs registered with the Pension Fund Regulatory and
Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development
Authority Act, 2013 (subject to applicable laws) and pension funds with a minimum corpus of ₹2,500 lakhs
registered with the Pension Fund Regulatory and Development Authority established under Section 3(1) of the
Pension Fund Regulatory and Development Authority Act, 2013, 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 reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning
any reason thereof.
Our Company in consultation with the 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
such terms and conditions that our Company in consultation with the BRLM, may deem fit.
428Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate
of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis and
a net worth certificate from its statutory auditor, and (iii) 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,
guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors are provided below:
a) Anchor Investor Application Forms to be made available for the Anchor Investor Portion at the offices of the
BRLM.
b) The Bids are required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds
₹1,000 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
₹1,000 lakhs.
c) One-third of the Anchor Investor Portion is reserved for allocation to domestic Mutual Funds.
d) Bidding for Anchor Investors will open one Working Day before the Bid / Issue Opening Date, and will be
completed on the same day.
e) Our Company in consultation with the BRLM will finalise allocation to the Anchor Investors on a discretionary
basis, provided that the minimum number of Allottees in the Anchor Investor Portion is not less than:
• maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹1,000
lakhs;
• minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than ₹1,000 lakhs but up to ₹25,000 lakhs, subject to a minimum Allotment of ₹500 lakhs
per Anchor Investor; and
• in case of allocation above ₹25,000 lakhs under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹25,000 lakhs, and an additional 10
Anchor Investors for every additional ₹25,000 lakhs, subject to minimum Allotment of ₹500 lakhs per
Anchor Investor.
f) Allocation to Anchor Investors is required to 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 will be made, is
required to be made available in the public domain by the BRLM before the Bid / Issue Opening Date, through
intimation to the Stock Exchanges.
g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
h) 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a
period of 90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to Anchor
Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment.
i) Neither the BRLM nor any associate of the BRLM (except Mutual Funds sponsored by entities which are
associates of the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs
sponsored by the entities which are associate of the BRLM or FPIs, other than individuals, corporate bodies
and family offices which are associate of the BRLM or pension funds (registered with the Pension Fund
Regulatory and Development Authority established under Section 3(1) of the Pension Fund Regulatory and
Development Authority Act, 2013, subject to applicable laws, with minimum corpus of ₹ 2,500 lakhs)
sponsored by entities which are associates of the Book Running Lead Manager) can apply in the Issue under
the Anchor Investor Portion.
j) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered as
multiple Bids.
k) 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 Issue Price will be payable by the Anchor Investors
on the Anchor Investor Pay-In Date specified in the CAN. If the Issue Price is lower than the Anchor Investor
Issue Price, Allotment to successful Anchor Investors will be at the higher price.
429The above information is given for the benefit of the Bidders. Our 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 Draft Red Herring Prospectus. Bidders are advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment limits
or maximum number of the Equity Shares that can be held by them under applicable law or regulation
or as specified in this Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Issue.
Certain Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility
to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such
Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for a
revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having revised the
previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network
and software of the electronic bidding system should not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company and/or the BRLM are cleared or
approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the Equity Shares will be
listed or will continue to be listed on the Stock Exchanges.
General Instructions
Please note that QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
can revise their Bid(s) during the Bid/ Issue Period and withdraw their Bid(s) until Bid/ Issue Closing Date.
Anchor Investors are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding
Date.
Do’s:
1. Check if you are eligible to apply as per the terms of this Draft Red Herring Prospectus and under
applicable law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors)
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 (other than Anchor Investors) have mentioned the correct ASBA Account number if
you are not an UPI Bidder bidding using the UPI Mechanism in the Bid cum Application Form and if
you are an UPI Bidder using the UPI Mechanism ensure that you have mentioned the correct UPI ID in
the Bid cum Application Form shall use only his / her own bank account which is linked to such UPI
ID;
5. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their
bank account, where the funds equivalent to the application amount are available for blocking is UPI
2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;
6. UPI Bidders using UPI Mechanism through the SCSBs and mobile applications shall ensure that the
name of the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website.
UPI Bidders shall ensure that the name of the app and the UPI handle which is used for making the
application appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85
dated July 26, 2019;
7. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
8. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and
the Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized
form only;
4309. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders
using UPI Mechanism, may submit their ASBA Forms with Syndicate Members, Registered Brokers,
RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated
Intermediary;
10. 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;
11. In case of joint Bids, ensure that first Bidder is the ASBA Account holder (or the UPI-linked bank
account holder, as the case may be) and the signature of the first Bidder is included in the Bid cum
Application Form;
12. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
13. 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;
14. 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. PAN of the First Bidder is required to be specified
in case of joint Bids;
15. UPI Bidders bidding in the Issue to ensure that they shall use only their own ASBA Account or only
their own bank account linked UPI ID which is UPI 2.0 certified by NPCI (only for UPI Bidders 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;
16. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the
original Bid was placed and obtain a revised acknowledgment;
17. UPI Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with
SCSBs and not with any other Designated Intermediary;
18. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorisation to the SCSB or Sponsor Banks, 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
UPI Bidders submitting their Bids and participating in the Issue through the UPI Mechanism, ensure
that you authorise the UPI Mandate Request raised by the Sponsor Banks for blocking of funds
equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
19. 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 remaining
in “active status”; and (b) in the case of residents of Sikkim, the address as per the Demographic Details
evidencing the same. All other applications in which PAN is not mentioned will be rejected;
20. Ensure that the Demographic Details are updated, true and correct in all respects;
21. 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;
22. Ensure that the category and the investor status is indicated in the Bid Cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;
23. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents are submitted;
24. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign
and Indian laws;
25. 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
Exchanges 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;
43126. 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 mobile
application and the UPI handle being used for making the application in the Issue is also appearing in
the “list of mobile applications for using UPI in public issues” displayed on the SEBI website;
27. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid
with the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the
UPI Mandate Request received from the Sponsor Banks to authorise blocking of funds equivalent to the
revised Bid Amount in the ASBA Account;
28. UPI Bidders 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 their UPI PIN.
Upon the authorization of the mandate using their UPI PIN, an UPI Bidder may be deemed to have
verified the attachment containing the application details of the UPI Bidder in the UPI Mandate Request
and have agreed to block the entire Bid Amount and authorized the Sponsor Banks to block the Bid
Amount mentioned in the Bid Cum Application Form;
29. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM;
30. 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;
31. Bidders should ensure that they receive the Acknowledgment Slip or the acknowledgement number
duly signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum
Application Form;
32. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in
the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI
PIN. Upon the authorisation of the mandate using his/her UPI PIN, an UPI Bidder may be deemed to
have verified the attachment containing the application details of the UPI Bidder in the UPI Mandate
Request and have agreed to block the entire Bid Amount and authorised the Sponsor Banks to block the
Bid Amount mentioned in the Bid Cum Application Form; and
33. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 5:00
p.m. of the Bid/ Issue Closing Date;
34. Ensure that ASBA bidders shall ensure that bids above ₹5.00 lakhs, are uploaded only by the SCSBs;
and
35. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other
than for Anchor Investors and UPI Bidders 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 SEBI at
www.sebi.gov.in).
36. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board
of Direct Taxes notification dated February 13, 2020, and press releases dated June 25, 2021, and
September 17, 2021.
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 / revise Bid Amount to less than the Floor Price or higher than the Cap Price;
3. Do not Bid for a Bid Amount exceeding ₹ 2 lakhs (for Bids by Retail Individual Bidders);
4. Do not Bid for a Bid Amount exceeding ₹2.00 lakhs (for Bids by RIBs);
5. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;
6. Do not send Bid cum Application Forms by post; instead submit the same to the Designated
Intermediary only;
7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
8. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the
ASBA process;
9. Do not submit the Bid for an amount more than funds available in your ASBA account;
43210. 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;
11. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;
12. If you are a UPI Bidder and are using UPI mechanism, do not submit more than one ASBA Form for
each UPI ID;
13. Anchor Investors should not Bid through the ASBA process;
14. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;
15. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
16. Do not submit the General Index Register (GIR) number instead of the PAN;
17. 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;
18. 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;
19. 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);
20. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap
Price;
21. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
22. If you are a QIB, do not submit your Bid after 3:00 pm on the Bid/Issue Closing Date for QIBs;
23. Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;
24. Do not Bid for Equity Shares in excess of what is specified for each category;
25. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Issue size
and/or investment limit or maximum number of the Equity Shares that can be held under applicable
laws or regulations or maximum amount permissible under applicable laws or regulations, or under the
terms of this Draft Red Herring Prospectus;
26. 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. Retail Individual Bidders
can revise or withdraw their Bids on or before the Bid/ Issue Closing Date;
27. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;
28. If you are an UPI Bidders which is submitting the ASBA Form with any of the Designated
Intermediaries and using your UPI ID for the purpose of blocking of funds, do not use any third party
bank account or third party linked bank account UPI ID;
29. Do not Bid if you are an OCB;
30. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by UPI Bidders using the UPI Mechanism;
31. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding
using the UPI Mechanism;
32. Do not submit a Bid cum Application Form with a third party UPI ID or using a third party bank account
(in case of Bids submitted by UPI Bidders using the UPI Mechanism); and
33. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank
account of an SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable
to be rejected.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.
Further, in case of any pre-Issue or post Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to our Company Secretary and Compliance Officer. For details
of Company Secretary and Compliance Officer, see “General Information” on page 86.
For helpline details of the Book Running Lead Manager pursuant to the SEBI circular bearing reference number
SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see “General Information – Book Running
Lead Manager” on page 88.
For details of grounds for technical rejections of a Bid cum Application Form, see the General Information
Document.
Grounds for Technical Rejection
433In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested
to note that Bids could be 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 UPI Bidders 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 UPI Bidders 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(s));
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. ASBA Form by the UPI Bidders by using third party bank accounts or using third party linked bank account
UPI IDs;
10. 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;
11. GIR number furnished instead of PAN;
12. Bids by RIBs with Bid Amount of a value of more than ₹2.00 lakhs (net of retail discount);
13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
14. Bids accompanied by stock invest, money order, postal order or cash; and
15. 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 (other than UPI Bidders), and Bids by UPI Bidders
uploaded after 5.00 p.m. on the Bid / Issue Closing Date, unless extended by the Stock Exchanges.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding three Working Days from the Bid / Issue Closing Date, the Bidder shall be
compensated in accordance with applicable law. Further, Investors shall be entitled to compensation in the
manner specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, 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, in case of delays in resolving investor
grievances in relation to blocking / unblocking of funds.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Stock Exchanges, along with the BRLM and the Registrar, shall ensure that the
basis of allotment is finalised in a fair and proper manner in accordance with the procedure specified in SEBI
ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares through the Issue Document except in
case of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated
Stock Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Issue may be made for
the purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the Retail Individual Bidders and Anchor Investors
shall be on a proportionate basis within the respective investor categories and the number of securities allotted
shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application
size as determined and disclosed.
The allotment of Equity Shares to each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject
to the availability of Equity Shares in Retail Individual Bidder category, and the remaining available Equity Shares,
if any, shall be allotted on a proportionate basis. Not less than 15% of the Issue shall be available for allocation to
Non-Institutional Bidders. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-
Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non- Institutional
Bidders shall be reserved for applicants with an application size of more than ₹ 2.00 lakhs and up to ₹ 10.00 lakhs,
and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an
application size of more than ₹ 10.00 lakhs, provided that the unsubscribed portion in either of the aforementioned
434sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders. The allotment
to each Non-Institutional Bidder shall not be less than the Minimum NIB Application Size, subject to the
availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares.
Payment into Escrow Account(s) for Anchor Investors
Our Company in consultation with the BRLM, in their absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. Anchor Investors are not permitted to Bid in the
Issue through the ASBA process. Instead, Anchor Investors should transfer the Bid Amount (through direct
credit, RTGS, NACH or NEFT) to the Escrow Accounts. For Anchor Investors, the payment instruments for
payment into the Escrow Account(s) should be drawn in favour of:
(a) In case of resident Anchor Investors: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue
to facilitate collections of Bid amounts from Anchor Investors.
Pre-Issue and Price Band Advertisement
Subject to Section 30 of the Companies Act, our Company shall, after filing this Draft Red Herring Prospectus
with the RoC, publish a pre-Issue and price band advertisement, in the form prescribed by the SEBI ICDR
Regulations, in: (i) in all editions of [●] (a widely circulated English daily national newspaper and (ii) all editions
of [●] (a widely circulated Hindi national daily newspaper, Hindi being the regional language of New Delhi
where our Registered Office is located), each with wide circulation.
In the pre-Issue and price band advertisement, we shall state the Bid/ Issue Opening Date and the Bid/ Issue
Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the
format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
The above information is given for the benefit of the Bidders/applicants. Our Company and the members
of the Syndicate are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.
Allotment Advertisement
Our Company, the BRLM and the Registrar shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in (i) in all editions of [●] (a widely circulated English
daily national newspaper and (ii) all editions of [●] (a widely circulated Hindi daily national newspaper, Hindi
being the regional language of New Delhi where our Registered Office is located), each with wide circulation.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company and the Syndicate intend to enter into an Underwriting Agreement on or immediately
after the finalisation of the Issue Price but prior to the filing of Prospectus.
(b) After signing the Underwriting Agreement, an updated Draft 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, the Anchor Investor Issue Price, Issue size,
and underwriting arrangements and will be complete in all material respects.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus has been filed electronically through the SEBI intermediary portal
at https://siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, and has been emailed to SEBI
at cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to
“Easing of Operational Procedure –Division of Issues and Listing –CFD” and as specified in Regulation 25(8)
of the SEBI ICDR Regulations and in accordance with the SEBI ICDR Master Circular. A copy of this Draft
Red Herring Prospectus will also be filed with the SEBI at the following address:
435Securities and Exchange Board of India
Corporation Finance Department, Division of Issues and Listing,
SEBI Bhavan, Plot No. C4 A, ‘G’ Block,
Bandra Kurla Complex Bandra (E),
Mumbai 400 051 Maharashtra, India
Filing of the Red Herring Prospectus and the Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed
under Section 32 of the Companies Act shall be filed with the RoC and a copy of the Prospectus shall be filed
with the RoC under Section 26 of the Companies Act through the electronic portal at
https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html.
A copy of the Prospectus will also be submitted with SEBI and Stock Exchanges, for information and record.
Payment of Interest in case of delay in despatch of allotment letters or refund orders/instruction to self-
certified syndicate banks by the Registrar to the Issue
Our Company shall allot securities offered to the public within the period prescribed under applicable law
including the SEBI ICDR Master Circular. Our Company further agrees that it shall pay interest at the rate of
fifteen per cent. per annum or such other amount as prescribed under applicable laws, if the allotment letters or
refund orders/ unblocking instructions have not been despatched to the Bidders or if, in a case where the refund
or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system
in the disclosed manner within three days from the date of the closure of the Issue.
Undertakings by our Company
Our Company undertakes the following:
• that the complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily;
• that if the 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,
failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the
delayed period;
• that all steps will be taken for completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within six/three Working
Days of the Bid / Issue Closing Date or such other time as may be prescribed;
• that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made
available to the Registrar to the Issue by our Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Applicant 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;
• that if our Company does not proceed with the Issue after the Bid / Issue Closing Date but prior to Allotment,
the reason thereof shall be given as a public notice within two days of the Bid / Issue Closing Date. The
public notice shall be issued in the same newspapers where the pre- Issue advertisements were published.
The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly;
• that if our Company in consultation with the BRLM, withdraws the Issue after the Bid / Issue Closing Date,
our Company shall be required to file a fresh draft offer document with SEBI, in the event our Company
subsequently decide to proceed with the Issue thereafter;
• that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and
Anchor Investor Application Form from Anchor Investors; and
• that except for the Pre-IPO Placement, no further issue of Equity Shares shall be made until the Equity Shares
issued or offered through this Draft Red Herring Prospectus are listed or until the Bid monies are refunded /
unblocked in the ASBA Accounts on account of non-listing, under-subscription, etc.
Utilisation of Issue Proceeds
436Our Company confirms that all monies received out of the Issue shall be credited/transferred to a separate bank
account referred to in sub-section (3) of Section 40 of the Companies Act. Details of all monies utilised out of
the Issue shall be disclosed, and continue to be disclosed till the time any part of the Fresh Issue proceeds remains
unutilised, under an appropriate head in the balance sheet of our Company indicating the purpose for which such
monies have been utilised; and details of all unutilised monies out of the Issue, if any shall be disclosed under an
appropriate separate head in the balance sheet indicating the form in which such unutilised monies have been
invested.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013 which is reproduced below:
“Any person who –
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least
₹10 lakhs or one per cent of the turnover of the company, whichever is lower, includes imprisonment for a term
which shall not be less than six-months extending up to 10 years and fine of an amount not less than the amount
involved in the fraud, extending up to three times such amount (provided that where the fraud involves public
interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than ₹10
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 lakhs or with both.
437RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of
India and 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 the Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such
investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign
investment. The Government of India has from time to time made policy pronouncements on foreign direct
investment (“FDI”) through press notes and press releases.
The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government
of India (formerly, Department of Industrial Policy and Promotion) (“DPIIT”) issued the Consolidated FDI
Policy Circular of 2020, (“Consolidated FDI Policy”) which, with effect from October 15, 2020, consolidates
and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were
in force and effect prior to October 15, 2020.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of
RBI, provided that: (i) the activities of the investee company are under the automatic route under the
Consolidated FDI Policy and transfer does not attract the provisions of the SEBI Takeover Regulations,(ii)
the non-resident shareholding is within the sectoral limits under the Consolidated FDI policy, and (iii) the pricing
is in accordance with the guidelines prescribed by the SEBI/RBI. The RBI and the concerned
ministry/department are responsible for granting the approval for foreign investment under the FDI Circular and
FEMA.
On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules,
which had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident
Outside India) Regulations 2017. Foreign investment in this Issue shall be on the basis of the FEMA Rules.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and
the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into
effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of
a country which shares land border with India or where the beneficial owner of an investment into India is
situated in or is a citizen of any such country , will require prior approval of the Government, as prescribed in
the Consolidated FDI Policy and the FEMA Rules. Further, in the event of transfer of ownership of any existing
or future FDI in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the
aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval of
the Government. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment)
Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be
treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the
investments of such bank of fund in India. These investment restrictions shall also apply to subscribers of
offshore derivative instruments.
As per the Consolidated FDI Policy, read with FEMA Rules, 100% foreign direct investment is permitted under
the automatic route in the sector in which our Company operates, however, investments under the foreign direct
investment route by entities of a country which shares land border with India or where the beneficial owner of
an investment into India is situated in or is a citizen of any such country will require prior approval of the
Government of India. Each Bidder should seek independent legal advice about its ability to participate in the
Issue. In the event such prior approval of the Government of India is required and such approval has been
obtained, the Bidder shall intimate our Company and the Registrar to the Issue in writing about such approval
along with a copy thereof within the Bid/Issue Period.
As per the existing policy of the Government of India, OCBs cannot participate in the Issue.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Issue Procedure –
Bids by Eligible NRIs” and “Issue Procedure – Bids by FPIs” on pages 424 and 425, respectively.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S.
Securities Act or any state securities laws in the United States, and unless so registered, may not be
offered or sold within the United States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and in accordance with any
applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside
438the United States in ‘offshore transactions’ in reliance on Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdictions where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead
Manager are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their
independent investigations, seek independent legal advice about its liability to participate in the Issue and
ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or
regulations.
439SECTION X – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
We confirm that there are no material clauses of Article of Association of our Company, which have been left
out from disclosure in this Draft Red Herring Prospectus which has any bearing on the Issue.
THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
BLS POLYMERS LIMITED
The regulation contained in Table F of the First schedule to the Companies Act, 2013, so far as the same are applicable to a
Company limited by shares, as defined in the Companies Act, 2013, shall apply to this Company in the same manner as if
all such Regulations Table F are specifically contained in the Articles, subject to the modifications herein contained.
Interpretation
1. In these regulations
(a) the Act means the Companies Act 2013 and every statutory modification or re- THE ACT
enactment thereof and references to Sections or Rules of the Act shall be deemed
to mean and include references to sections enacted in modification or
replacement thereof.
(b) the Company means BLS POLYMERS LIMITED. THE COMPANY
(c) The Board or Board of Directors means the collective body of the Directors of theB OARD OF DIRECTORS
Company as duly called and constituted from time to time in accordance with Law
and the provisions of these Articles.
(d) Annual General Meeting means a general meeting of the members held in ANNUAL GENERAL
accordance with the provisions of Section 96 of the Act. MEETING
(e) Articles or Articles of Association means these articles of association of the ARTICLES OF
Company or originally framed or as altered from time to time in accordance with ASSOCIATION
the provisions of the Act.
(f) Depositories Act shall mean The Depositories Act 1996 and shall include any DEPOSITORIES ACT
statutory modification or re-enactment thereof.
(g) Depository means a depository as defined under clause (e) of sub-Section (1) of DEPOSITORY
Section 2 of the Depositories Act.
(h) Director shall mean any director of the Company including alternate directors DIRECTOR
independent directors and nominee directors appointed in accordance with the
Law and the provisions of these Articles.
(i) Extra-ordinary General Meeting means an extra-ordinary general meeting of the EXTRA-ORDINARY
members other than Annual General Meeting duly called and constituted and any GENERAL MEETING
adjourned holding thereof.
(j) General Meeting means a general meetings of the members held in accordance GENERAL MEETING
with the applicable provisions of the Act. and any adjourned meeting thereof.
(k) Memorandum or Memorandum of Association means the memorandum of MEMORANDUM OF
association of the Company originally framed or as altered from time of time. ASSOCIATION
(l) Register means the register of Members of the Company required to be kept REGISTER
pursuant to the Act.
(m) SEBI Regulations shall mean means all the regulations rules circulars SEBI REGULATIONS
notifications orders advisory including all forms of communication and
amendments modification or re-enactment to any thereof as applicable to the
Company and issued by SEBI.
(n) The seal means the common seal of the Company. SEAL
Unless the context otherwise requires, words or expressions contained in these -
regulations shall bear the same meaning as in the Act or any statutory
modification thereof in force at the date at which these
regulations become binding on the company.
Share capital and variation of rights
2. (a)The authorized Share Capital of the Company shall be as stated under Clause -
V of the Memorandum of Association of the Company from time to time.
(b)The Company has power from time to time to increase its authorised or issued
and Paid up Share Capital
(c)The Share Capital of the Company may be
classified into Equity Shares with voting rights andor Equity Shares with
differential rights as to dividend voting or otherwise in accordance with the
440applicable provisions of the Act Rules and Law from time to time.
(d)All Equity Shares shall be of the same class and shall be alike in all respects
and the holders thereof shall be entitled to identical rights and privileges
including without limitation to identical rights and privileges with respect to
dividends voting rights and distribution of assets in the event of voluntary or
involuntary liquidation dissolution or winding up of the Company.
(e)The Board may allot and issue shares of the Company as payment or part
payment for any property purchased by the Company or in respect of goods sold
or transferred or machinery or appliances supplied or for services rendered to the
Company in or about the formation of the Company or the acquisition and or in
the conduct of its business or for any goodwill provided to the Company and any
shares which may be so allotted may be issued as fullypartly paid up shares and
if so issued shall be deemed as fully partly paid up shares. However the aforesaid
shall be subject to the approval of shareholders under the relevant provisions of
the Act and Rules.
(f)The amount payable on application on each share shall not be less than 5 per
cent of the nominal value of the share or as may be specified by SEBI.
(g)Nothing herein contained shall
prevent the Directors from issuing fully paid-up shares either on payment of the
entire nominal value thereof in cash or in satisfaction of any outstanding debt or
obligation of the Company.
(h)Except so far as otherwise provided by the conditions of issue or by these
presents any Capital raised by the creation of new Equity Shares shall be
considered as part of the existing Capital and shall be subject to the provisions
herein contained with reference to the payment of calls and installments
forfeiture lien surrender transfer and transmission voting and otherwise.
(i)All of the provisions of these Articles shall apply to the Shareholders.
(j)Any application signed by or on behalf of an applicant for shares in the
Company followed by an allotment of any Equity Shares therein shall be an
acceptance of shares within the meaning of these Articles and every person who
thus or otherwise accepts any shares and whose name is on the Register of
Members shall for the purposes of these Articles be a Shareholder.
(k)The money (if any) which the Board shall on the allotment of any shares being
made by them require or direct to be paid by way of deposit call or otherwise in
respect of any shares allotted by them shall immediately on the insertion of the
name of the allottee in the Register of Members as the name of
the holder of such Equity Shares become a debt due to and recoverable by the
Company from the allottee thereof and shall be paid by him accordingly.
(l)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.
2 2.1 The Company shall subject to the applicable provisions of the Act compliance SHARE EQUIVALENT
with Law and the consent of the Board have the power to issue Share Equivalents
on such terms and in such manner as the Board deems fit including their
conversion repayment and redemption whether at a premium or otherwise.
2.2 Where the Capital is divided (unless otherwise provided by the terms of issue POWER TO MODIFY
of the shares of that class) into different classes of shares all or any of the rights RIGHTS
and privileges attached to each class may subject to the provisions of Section 48
of the Act and Law and whether or not the Company is being wound up be
modified commuted affected or abrogated or dealt with by agreement between
the Company and any Person purporting to contract on behalf of that class
provided the same is effected with consent in writing and by way of a Special
Resolution passed at a separate meeting of the holders of the issued shares of
that class. Subject to Section 48(2) of the Act and Law all provisions hereafter
contained as to General Meetings (including the provisions relating to quorum
at such meetings) shall mutatis mutandis apply to every such meeting.
2.3 (a)Subject to the applicable provisions of the Act the Company may at any time UNDERWRITING AND
pay a commission to any person in consideration of his subscribing or agreeing BROKERAGE
to subscribe or procuring or agreeing to procure subscription (whether
absolutely or conditionally) for any shares or Debentures in the Company in
accordance with the provisions of the Companies (Prospectus and Allotment of
Securities) Rules 2014.
(b)The Company may also on any issue of shares or Debentures pay such
brokerage as may be lawful.
(c)The commission may be satisfied by the payment of cash or the allotment of
fully or partly paid shares or partly in the one way and partly in the other.
3. 3.1 (a) Dematerialization Notwithstanding anything contained in these Articles DEMATERIALIZATION
441the Company shall be entitled to dematerialize its existing Securities OF SECURITIES
rematerialize its Securities held in the Depositories andor to offer its fresh
Securities in a dematerialized form pursuant to the Depositories Act and
the rules framed thereunder if any.
(b) Subject to the applicable provisions of the Act instead of issuing or
receiving certificates for the Securities as the case maybe either the
Company or the investor may calls exercise an option to issue
dematerialize hold the securities (including shares) with a Depository in
electronic form and the certificates in respect thereof shall be
dematerialized in which event the rights and obligations of the parties
concerned and matters connected therewith or incidental thereto shall be
governed by the provisions of the Depositories Act as amended from time
to time or any statutory modification thereto or reenactment thereof.
(c) Notwithstanding anything contained in these Articles to the contrary in the
event the Securities of the Company are dematerialized the Company shall
issue appropriate instructions to the Depository not to Transfer the
Securities of any Shareholder except in accordance with these Articles.
The Company shall cause the Promoters to direct their respective
Depository participants not to accept any instruction slip or delivery slip
or other authorization for Transfer in contravention of these Articles.
(d) If a Person opts to hold his Securities with a Depository then
notwithstanding anything to the contrary contained in these Articles the
Company shall intimate such Depository the details of allotment of the
Securities and on receipt of the information the Depository shall enter in
its record the name of the allottee as the Beneficial Owner of the Securities.
(e) (e)Securities in Depositories to be in fungible formAll Securities held by a
Depository shall be dematerialized and be held in fungible form. Nothing
contained in Sections 88 89 and 186 of the Act shall apply to a Depository
in respect of the Securities held by it on behalf of the Beneficial Owners.
(f) Rights of Depositories Beneficial Owners
(i)Notwithstanding anything to the contrary contained in the Act or these
Articles a Depository shall be deemed to be the Registered Owner for the
purposes of effecting transfer of ownership of Securities on behalf of the
Beneficial Owner.
(ii)Save as otherwise provided in (i) above the Depository as the
Registered Owner of the Securities shall not have any voting rights or any
other rights in respect of the Securities held by it.
(iii)Every person holding shares of the Company and whose name is
entered as the Beneficial Owner in the records of the Depository
shall be deemed to be a Shareholder of the Company.
(iv)The Beneficial Owner of Securities shall in accordance with the
provisions of these Articles and the Act be entitled to all the rights
and subject to all the liabilities in respect of his Securities which are
held by a Depository.
(g)Except as ordered by a court of competent jurisdiction or as may be required
by Law required and subject to the applicable provisions of the Act the
Company shall be entitled to treat the person whose name appears on the
Register as the holder of any share or whose name appears as the Beneficial
Owner of any share in the records of the Depository as the absolute owner
thereof and accordingly shall not be bound to recognize any benami trust or
equity equitable contingent future partial interest other claim to or interest in
respect of such shares or (except only as by these Articles otherwise expressly
provided) any right in respect of a share other than an absolute right thereto in
accordance with these Articles on the part of any other person whether or not
it has expressed or implied notice thereof but the Board shall at their sole
discretion register any share in the joint names of any two or more persons or
the survivor or survivors of them.
(h) Register and Index of Beneficial Owners
(i) The Company shall cause to be kept a register and index of members with
details of shares and debentures held in materialized and dematerialized forms
in any media as may be permitted by Law including any form of electronic
media.
(ii) The register and index of Beneficial Owners maintained by a Depository
under the Depositories Act shall be deemed to be a register and index of
members for the purposes of this Act. The Company shall have the power to
keep in any state or country outside India a register resident in that state or
country.
(i)Cancellation of Certificates upon surrender by Person Upon receipt of
certificate of securities on surrender by a person who has entered into an
442agreement with the Depository through a participant the Company shall cancel
such certificates and shall substitute in its record the name of the Depository as
the registered owner in respect of the said Securities and shall also inform the
Depository accordingly.
(j) Service of Documents Notwithstanding anything contained in the Act or
these Articles to the contrary 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 discs.
(k) Transfer of Securities(i)Nothing contained in Section 56 of the Act or these
Articles shall apply to a transfer of Securities effected by transferor and
transferee both of whom are entered as Beneficial Owners in the records of a
Depository.(ii)In the case of transfer or transmission of shares or other
marketable Securities where the Company has not issued any certificates and
where such shares or Securities are being held in any electronic or fungible form
in a Depository the provisions of the Depositories Act shall apply.
(l) Allotment of Securities dealt with in a Depository Notwithstanding anything
in the Act or these Articles where Securities are dealt with by a Depository the
Company shall intimate the details of allotment of relevant Securities thereof To
the Depository immediately on allotment of such Securities.
(m) Certificate Number and other details of Securities in Depository Nothing
contained in the Act or these Articles regarding the necessity of having certificate
number distinctive numbers for Securities issued by the Company shall apply to
Securities held with a Depository.
(n) Register and Index of Beneficial Owners the Register and Index of Beneficial
Owners maintained by a Depository under the Depositories Act shall be deemed
to be the Register and Index (if applicable) of Shareholders and Securityholders
for the purposes of these Articles.
(o) Provisions of Articles to apply to Shares held in Depository Except as
specifically provided in these Articles the provisions relating to joint holders of
shares calls lien on shares forfeiture of shares and transfer and transmission of
shares shall be applicable to shares held in Depository so far as they apply to
shares held in physical form subject to the provisions of the Depositories Act.
(p) Depository to furnish information Every Depository shall furnish to the
Company information about the transfer of securities in the name of the
Beneficial Owner at such intervals and in such manner as may be specified by
Law and the Company in that behalf.
(q) Option to opt out in respect of any such Security If a Beneficial Owner seeks
to opt out of a Depository in respect of any Security he shall inform the
Depository accordingly. The Depository shall on receipt of such information
make appropriate entries in its records and shall inform the Company. The
Company shall within 30 (thirty) days of the receipt of intimation from a
Depository or such other time as may be prescribed under Law and on fulfilment
of such conditions and on payment of such fees as may be specified by the
regulations issue the certificate of securities to the Beneficial Owner or the
transferee as the case may be.
(r)Overriding effect of this Article Provisions of this Article will have full effect
and force not withstanding anything to the contrary or inconsistent contained in
any other Articles.
3.2 (a)Every holder of Securities of the Company may at any time nominate in the NOMINATION BY
manner prescribed under the Companies (Share Capital and Debentures) Rules SECURITIES HOLDERS
2014 a Person as his nominee in whom the Securities of the Company held by
him shall vest in the event of his death.
(b)Where the Securities of the Company are held by more than one Person jointly
the joint holders may together nominate in the manner prescribed under the
Companies (Share Capital and Debentures) Rules 2014 a Person as their
nominee in whom all the rights in the Securities Company shall vest in the event
of death of all the joint holders.
(c)Notwithstanding anything contained in any other Law for the time being in
force or in any disposition whether testamentary or otherwise in respect of the
Securities of the Company where a nomination made in the manner prescribed
under the Companies (Share Capital and Debentures) Rules 2014 purports to
confer on any Person the right to vest the Securities of the Company the nominee
shall on the death of the holder of Securities of the Company or as the case may
be on the death of the joint holders become entitled to all the rights in Securities
of the holder or as the case may be of all the joint holders in relation to such
Securities of the Company to the exclusion of all other Persons
unless the nomination is varied or cancelled in the prescribed manner under the
Companies (Share Capital and Debentures) Rules 2014.
(d)Where the nominee is a minor the holder of the Securities concerned can make
443the nomination to appoint in prescribed manner under the Companies (Share
Capital and Debentures) Rules 2014 any Person to become entitled to the
Securities of the Company in the event of his death during the minority.
(e)The transmission of Securities of the Company by the holders of such
Securities and transfer in case of nomination shall be subject to and in accordance
with the provisions of the Companies (Share Capital and Debentures) Rules 2014
4. The Company may issue share warrants subject to and in accordance with RIGHTS TO ISSUE SHARE
provisions of the Act and SEBI Regulations if applicable. The Board may in WARRANTS
its discretion with respect to any share which is fully paid up on application in
writing signed by the person registered as holder of the share and authenticated
by such evidence (if any) as the Board may from time to time require as to the
identity of the person signing the application and the amount of the stamp duty
on the warrant and such fee as the Board may from time to time require having
been paid issue a warrant.
5 5.1 The Board may from time to time make rules as to the terms on which it shall BOARD TO MAKE RULES
think fit a new share warrant or coupon may be issued by way of renewal in case
of defacement loss or destruction
5.2 (a)The Company in General Meeting may by Ordinary Resolution convert any CONVERSION OF
Paid-up shares into stock and when any shares shall have been converted into SHARES INTO STOCK
stock the several holders of such stock may henceforth transfer their respective AND RECONVERSION
interest therein or any part of such interests in the same manner and subject to
the same regulations as those subject to which shares from which the stock arose
might have been transferred if no such conversion had taken place or as near
thereto as circumstances will admit. The Company may by an Ordinary
Resolution at any time reconvert any stock into Paid-up shares of any
denomination. Provided that the Board may from time to time fix the minimum
amount of stock transferable so however such minimum shall not exceed the
nominal account 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 privileges or advantages (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.
6. Every member shall be entitled without payment to one or more certificates in LIMITATION OF TIME
marketable lots for all the shares of each class or denomination registered in his FOR ISSUE OF
name or if the directors so approve (upon paying such fee as the Directors so time
CERTIFICATES
determine) to several certificates each for one or more of such shares and the
company shall complete and have ready for delivery such certificates within two
months from the date of allotment unless the conditions of issue thereof otherwise
provide or within one month of the receipt of application of registration of
transfer transmission sub-division consolidation or renewal of any of its shares
as the case may be. Every certificate of shares shall be under the seal of the
company and shall specify the number and distinctive numbers of shares in
respect of which it is issued and amount paid-up thereon and shall
be in such form as the directors may prescribe and approve provided that in
respect of a share or shares held jointly by several persons the company shall not
be bound to issue more than one certificate and delivery of a certificate of shares
to one or several joint holders shall be a sufficient delivery to all such holders.
7. If any certificate be worn out defaced mutilated or torn or if there be no further ISSUE OF NEW
space on the back thereof for endorsement of transfer then upon production and CERTIFICATE IN PLACE
surrender thereof to the Company a new Certificate may be issued in lieu thereof OF ONE DEFACED LOST
and if any certificate lost or destroyed then upon proof thereof to the satisfaction OR DESTROYED
of the company and on execution of such indemnity as the company deem
adequate being given a new certificate in lieu thereof shall be given to the party
entitled to such lost or destroyed Certificate. Every certificate under the article
shall be issued without payment of fees if the Directors so decide or on payment
of such fees (not exceeding Rs.2- for each certificate) as the Directors shall
prescribe. Provided that no fee shall be charged for issue of new certificates in
replacement of those which are old defaced or worn out or where there is no
further space on the back thereof for endorsement of transfer. Provided that
notwithstanding what is stated above the Directors shall comply with such rules
or regulation or requirements of any Stock Exchange or the rules made under the
Act or rules made under Securities Contracts (Regulation) Act1956 or any other
Act or rules applicable thereof in this behalf. The provision of this Article shall
mutatis mutandis apply to debentures of the company.
8. The Directors may if they think fit subject to the provisions of Section 50 of the PAYMENT IN
Act agree to and receive from any member willing to advance the same whole or ANTICIPATION OF CALL
any part of the moneys due upon the shares held by him beyond the sums actually MAY CARRY INTEREST
444called for and upon the amount so paid or satisfied in advance or so much thereof
as from time to time exceeds the amount of the calls then made upon the shares in
respect of which such advance has been made the company may pay interest at
such rate as the member paying such sum in advance and the Directors agree upon
provided that money paid in advance of calls shall not confer a right to participate
in profits or dividend. The Directors may at any time repay the amount so
advanced.The members shall not be entitled to any voting rights in respect of the
moneys so paid by him until the same would but for such payment become
presently payable. The provisions of these Articles shall mutatis mutandis apply
to the calls on debentures of the company.
Lien
9. (a)The Company shall have a first and paramount lien on every share (not being -
a fully paid share) for all money (whether presently payable or not) called or
payable at a fixed time in respect of that share debenture and no equitable interest
in any share shall be created upon the footing and condition that this Article will
have full effect on all shares (not being fully paid shares) standing registered in
the name of a single person for all money presently payable by him or his estate
to the Company
(b)Provided that the Board may at any time declare any shares wholly or in part
to be exempt from the provisions of this Article. Companys lien if any on the
shares shall extend to all Dividends payable and bonuses declared from time to
time in respect of such shares.
(c)Unless otherwise agreed the registration of a transfer of shares shall operate as
a waiver of the Companys lien if any on such shares.
(d)The fully paid up shares shall be free from all lien and that in case of partly
paid shares the Companys lien shall be restricted to money called or payable at a
fixed price in respect of such shares.
10. (a)For the purpose of enforcing such lien the Board may sell the shares subject -
thereto in such manner as they shall think fit and for that purpose may cause to be
issued a duplicate certificate in respect of such shares and may authorize one of
their Shareholders to execute and register the transfer thereof on behalf of and in
the name of any purchaser. 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.
(b)Provided that no sale shall be made
(i)unless a sum in respect of which the lien exists is presently payable or
(ii)until the expiration of 14 days after a notice in writing stating and demanding
payment of such part of the mount 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.
11. The net proceeds of any such sale shall be received by the Company and applied -
in payment of such part of the amount in respect of which the lien exists as is
presently payable. 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.
12. (a)No Shareholder shall exercise any voting right in respect of any shares -
registered in his name on which any calls or other sums presently payable by him
have not been paid or in regard to which the Company has exercised any right of
lien.
(b)The provisions of these Articles relating to lien shall mutatis mutandis apply to
any other securities including debentures of the Company.
Calls on shares
13. (a)Subject to the provisions of Section 49 of the Act the Board may from time -
to time subject to the terms on which any shares may have been issued and
subject to the conditions of allotment by a resolution passed at a meeting of the
Board (and not by circular resolution) make such call as it thinks fit upon the
Shareholders in respect of all money unpaid on the shares held by them
respectively and each Shareholder shall pay the amount of every call so made
on him to the Person or Persons and Shareholders and at the times and places
appointed by the Board. A call may be made payable by installments.
(b)fourteen (14) days’ notice in writing at the least of every call (otherwise than
on allotment) shall be given by the Company specifying the time and place of
payment and if payable to any Person other than the Company the name of the
person to whom the call shall be paid provided that before the time for payment
of such call the Board may by notice in writing to the Shareholders revoke the
same.
14. The Board may when making a call by resolution determine the date on which -
such call shall be deemed to have been made not being earlier than the date of
resolution making such call and thereupon the call shall be deemed to have been
made on the date so determined and if no date is determined the call shall be
deemed to have been made at the time when the resolution of the Board
authorizing such call was passed and may be made payable by the Shareholders
445whose names appear on the Register of Members on such date or at the discretion
of the Board on such subsequent date as shall be fixed by the Board. A call may
be revoked or postponed at the discretion of the Board.
15. ( (a)The joint holder of a share shall be jointly and severally liable to pay all -
instalments and calls due in respect thereof.
( (b)The Board may from time to time at its discretion extend the time fixed for
the payment of any call and may extend such time as to all or any of the
Shareholders who from residence at a distance or other cause the Board may
deem fairly entitled to such extension but no Shareholders shall be entitled to
such extension save as a matter of grace and favor.
16. (a) If any Shareholder or allottee fails to pay the whole or any part of -
any call or installment due from him on the day appointed for payment thereof
or any such extension thereof as aforesaid he shall be liable to pay interest on the
same from the day appointed for the payment thereof to the time of actual
payment at such rate as shall from time to time be fixed by the Board but nothing
in this Article shall render it obligatory for the Board to demand or recover any
interest from any such Shareholder.
(b)Any sum which by the terms of issue of a share or otherwise becomes
payable on allotment or at any fixed date or by installments at a fixed time
whether on account of the nominal value of the share or by way of premium shall
for the purposes of these Articles be deemed to be a call duly made and
payable on the date on which by the terms of issue or otherwise the same became
payable and in case of non-payment all the relevant provisions of these Articles
as to payment of call interest expenses forfeiture or otherwise shall apply as if
such sum became payable by virtue of a call duly made and notified.
17. (a)On the trial or hearing of any action or suit brought by the Company against -
any Shareholder or his legal representatives for the recovery of any money
claimed to be due to the Company in respect of his shares it shall be sufficient to
prove that the name of the Shareholder in respect of whose shares the money is
sought to be recovered appears entered on the Register of Members as the
holder or one of the holders at or subsequent to the date at which the money
sought to be recovered is alleged to have become due on the shares that the
resolution making the call is duly recorded in the minute book and that notice of
such call was duly given to the Shareholder or his representatives so sued in
pursuance of these Articles and it shall not be necessary to prove the appointment
of the Directors who made such call nor that a quorum of Directors
was present at the Board at which any call was made nor that the meeting at
which any call was made was duly convened or constituted nor any other matters
whatsoever but the proof of the matters aforesaid shall be conclusive evidence
of the debt.
(b)Neither a judgment nor a decree in favor of the Company for calls or other
money due in respect of any share nor any part payment or satisfaction
thereunder nor the receipt by the Company of a portion of any money which shall
from time to time be due from any Shareholder to the Company in respect of his
shares either by way of principal or interest nor any indulgence granted by the
Company in respect of the payment of any such money shall preclude the
Company from thereafter proceeding to enforce a forfeiture of such shares as
hereinafter provided.
18. (a)The Board may if it thinks fit (subject to the provisions of Section 50 of the -
Act) agree to and receive from any Shareholder willing to advance the same the
whole or any part of the money due upon the shares held by him beyond the sums
actually called up an upon the amount so paid or satisfied in advance or so much
thereof as from time to time and at any time thereafter as exceeds the amount of
the calls then made upon and due in respect of the shares in respect of which
such advance has been made the Company may pay interest as the Shareholder
paying such sum in advance and the Board agree upon provided that the money
paid in advance of calls shall not confer a right to participate in profits or
dividend. The Directors may at any time repay the amount so advanced.
(b)No Shareholder shall be entitled to voting rights in respect of the money(ies)
so paid by him until the same would but for such payment become presently
payable.
(c)The provisions of these Articles shall mutatis mutandis apply to the calls on
Debentures of the Company to the extent applicable.
Transfer of shares
19. (a)An application for the registration of a transfer of the shares in the Company TRANSFER AND
may be made either by the transferor or the transferee within the time frame TRANSMISSION OF
prescribed under the Act SHARES
(b)Where the application is made by the transferor and relates to partly paid
446shares the transfer shall not be registered unless the Company gives notice of the
application to the transferee in a prescribed manner and the transferee
communicates no objection to the transfer within 2 (two) weeks from the receipt
of the notice.
(c)The instrument of transfer of any share in the Company shall be duly executed
by or on behalf of both the transferor and transferee.
20. The Board shall have power on giving not less than 7 (seven) days previous -
notice by advertisement in a vernacular newspaper and in an English newspaper
having wide circulation in the city town or village in which the Office of the
Company is situated and publishing the notice on the website as may be notified
by the Central Government and on the website of the Company to close the
transfer books the Register of Members andor Register of Debenture-holders at
such time or times and for such period or periods not exceeding 30 (thirty) days
at a time and not exceeding in the aggregate 45 (forty-five) days in each year as
it may deem expedient.
21. Subject to the provisions of Sections 58 and 59 of the Act these Articles and -
other applicable provisions of the Act or any other Law for the time being in
force the Board may refuse to register the transfer of or the transmission by
operation of law of the right to any securities or interest of a Shareholder in the
Company. The Company shall within 30 (thirty) days from the date on which the
instrument of transfer or the intimation of such transmission as the case may be
was delivered to the Company send a notice of refusal to the transferee and
transferor or to the person giving notice of such transmission as the case may be
giving reasons for such refusal.
22. 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 except where the Company has a lien
on shares.
Transmission of shares
23. (a)Subject to the applicable provisions of the Act and these Articles the Directors -
shall have the absolute and uncontrolled discretion to refuse to register a Person
entitled by transmission to any shares or his nominee as if he were the transferee
named in any ordinary transfer presented for registration and shall not be bound
to give any reason for such refusal and in particular may also decline in respect of
shares upon which the Company has a lien.
(b)Subject to the provisions of these Articles any transfer of shares in whatever
lot should not be refused though there would be no objection to the Company
refusing to split a share certificate into several scripts of any small denominations
or to consider a proposal for transfer of shares comprised in a share certificate to
several Shareholders involving such splitting if on the face of it such splitting
transfer appears to be unreasonable or without a genuine need. The Company
should not therefore refuse transfer of shares in violation
of the stock exchange listing requirements on the ground that the number of shares
to be transferred is less than any specified number.
(c)In case of the death of any one or more Shareholders named in the Register of
Members as the joint-holders of any shares the survivors shall be the only
Shareholder or Shareholders recognized by the Company as having any title to or
interest in such shares but nothing therein contained shall be taken to release the
estate of a deceased joint-holder from any liability on shares held by him jointly
with any other Person.
(d)The Executors or Administrators or holder of the succession certificate or the
legal representatives of a deceased Shareholder (not being one of two or more
joint-holders) shall be the only Shareholders recognized by the Company as
having any title to the shares registered in the name of such Shareholder and the
Company shall not be bound to recognize such Executors or Administrators or
holders of succession certificate or the legal representatives unless such Executors
or Administrators or legal representatives shall have first obtained probate or
letters of administration or succession certificate as the case may be from a duly
constituted court in India provided that the Board may in its absolute discretion
dispense with production of probate or letters of administration or succession
certificate upon such terms as to indemnity or otherwise as the Board may in its
absolute discretion deem fit and may and register the name of any Person who
claims to be absolutely entitled to the shares standing in the name of a deceased
Shareholder as a Shareholder.
24. (a)The Board shall not knowingly issue or register a transfer of any share to a -
minor or insolvent or Person of unsound mind except fully paid shares through
a legal guardian.
447(b)Subject to the provisions of Articles any Person becoming entitled to shares
in consequence of the death lunacy bankruptcy of any Shareholder or
Shareholders or by any lawful means other than by a transfer in accordance with
these Articles may with the consent of the Board (which it shall not be under any
obligation to give) upon producing such evidence that he sustains the character
in respect of which he proposes to act under this Article or of his title as the
Board thinks sufficient either be registered himself as the holder of the shares or
elect to have some Person nominated by him and approved by the
Board registered as such holder provided nevertheless that if such Person shall
elect to have his nominee registered he shall testify the election by executing in
favor of his nominee an instrument of transfer in accordance with the provisions
herein contained and until he does so he shall not be freed from any liability in
respect of The shares.
(c)A Person becoming entitled to a share by reason of the death or insolvency of
a Shareholder shall be entitled to the same Dividends and other advantages to
which he would be entitled if he were the registered holder of the shares except
that he shall not before being registered as a Shareholder in respect of
the shares be entitled to exercise any right conferred by membership in relation
to meetings of the Company.
(d)Provided that the Directors shall at any time give notice requiring any such
Person to elect either to be registered himself or to transfer the shares and if such
notice is not complied with within 90 (ninety) days the Directors may thereafter
withhold payment of all Dividends bonuses or other monies payable in respect
of the shares until the requirements of the notice have been complied with.
25 (a)Every instrument of transfer shall be presented to the Company duly stamped -
for registration accompanied by such evidence as the Board may require to prove
the title of the transferor his right to transfer the shares. Every registered
instrument of transfer shall remain in the custody of the Company until destroyed
by order of the Board.
(b)Where any instrument of transfer of shares has been received by the Company
for registration and the transfer of such shares has not been registered by the
Company for any reason whatsoever the Company shall transfer the Dividends
in relation to such shares to a special account unless the Company is authorized
by the registered holder of such shares in writing to pay such
Dividends to the transferee and will keep in abeyance any offer of right shares
and or bonus shares in relation to such shares.
(c)In case of transfer and transmission of shares or other marketable securities
where the Company has not issued any certificates and where such shares or
Securities are being held in any electronic and fungible form in a Depository the
provisions of the Depositories Act shall apply.
26. (a)Before the registration of a transfer the certificate or certificates of the share -
or shares to be transferred must be delivered to the Company along with a
properly stamped and executed instrument of transfer in accordance with the
provisions of Section 56 of the Act.
(b)The Board may decline to recognize any instrument of transfer unless the
instrument of transfer is in respect of only one class of shares
(c)No fee shall be payable to the Company in respect of the registration of
transfer or transmission of shares or for registration of any power of attorney
probate letters of administration and succession certificate certificate of death or
marriage or other similar documents sub division and or consolidation of shares
and debentures and subdivisions of letters of allotment renounceable letters of
right and split consolidation renewal and genuine transfer receipts into
denomination corresponding to the market unit of trading.
(d)The Company shall incur no liability or responsibility whatsoever in
consequence of its registering or giving effect to any transfer of shares made or
purporting to be made by any apparent legal owner thereof (as shown or
appearing in the Register of Members) to the prejudice of a Person or Persons
having or claiming any equitable right title or interest to or in the said shares
notwithstanding that the Company may have had any notice of such equitable
right title or interest or notice prohibiting registration of such transfer and may
have entered such notice or referred thereto in any book of the Company and the
Company shall not be bound or required to regard or attend or give effect to any
notice which may be given to it of any equitable right title or interest or be under
any liability whatsoever for refusing or neglecting so to do though it may have
been entered or referred to in some book of the Company but the
Company shall nevertheless be at liberty to regard and attend to any such notice
and give effect thereto if the Board shall so think fit.
27. (a)The Company shall not register the transfer of its securities in the name of the -
448transferee(s) when the transferor(s) objects to the transfer.
(b)Provided that the transferor serves on the Company within sixty working days
of raising the objection a prohibitory order of a Court of competent jurisdiction.
(c)The Board may delegate the power of transfer of securities to a committee or
to compliance officer or to the registrar to an issue andor share transfer agent(s).
(d)Provided that the delegated authority shall report on transfer of securities to
the Board in each meeting.
(e)There shall be a common form of transfer in accordance with the Act and
Rules.
(f)The provision of these Articles shall be subject to the applicable provisions of
the Act the Rules and any requirements of Law. Such provisions shall mutatis
mutandis apply to the transfer or transmission by operation of Law to other
Securities of the Company.
Forfeiture of shares
28. (a)If any Shareholder fails to pay any call or installment or any part thereof or any -
money due in respect of any shares either by way of principal or interest on or
before the day appointed for the payment of the same or any such extension
thereof as aforesaid the Board may at any time thereafter during such time as the
call or installment or any part thereof or other money remain unpaid or a judgment
or decree in respect thereof remain unsatisfied give notice to him or his legal
representatives requiring him to pay the same together with any interest that may
have accrued and all expenses that may have been incurred by the Company by
reason of such non-payment.
(b)The notice shall name a day (not being less than 14 (fourteen) days from the
date of the notice) and a place or places on or before which such call or installment
or such part or other money as aforesaid and interest thereon (at such rate as the
Board shall determine and payable from the date on which such call or installment
ought to have been paid) and expenses as aforesaid are to be paid. The notice shall
also state that in the event of non-payment at or before the time and at the place
appointed the shares in respect of which the call was made or installment is
payable will be liable to be forfeited.
29. (a)If the requirements of any such notice as aforesaid are not be complied with -
any share in respect of which such notice has been given may at any time
thereafter before payment of all calls installments other money due in respect
thereof interest and expenses as required by the notice has been made be forfeited
by a resolution of the Board to that effect. Such forfeiture shall include all
Dividends declared or any other money payable in respect of the forfeited share
and not actually paid before the forfeiture subject to the applicable provisions of
the Act. There shall be no forfeiture of unclaimed Dividends before the claim
becomes barred by Law.
(b)When any share shall have been so forfeited notice of the forfeiture shall be
given to the Shareholder on whose name it stood immediately prior to the
forfeiture or if any of his legal representatives or to any of the Persons entitled to
the shares by transmission and an entry of the forfeiture with the date thereof shall
forthwith be made in the Register of Members but no forfeiture shall be in any
manner invalidated by any omission or neglect to give such notice or to make any
such entry as aforesaid.
30. (a)Any share so forfeited shall be deemed to be the property of the Company and -
may be sold re-allotted or otherwise disposed of either to the original holder
thereof or to any other Person upon such terms and in such manner as the Board
shall think fit.
(b)Any Shareholder whose shares have been forfeited shall notwithstanding the
forfeiture be liable to pay and shall forthwith pay to the Company on demand all
calls installments interest and expenses and other money owing upon or in
respect of such shares at the time of the forfeiture together with interest thereon
from the time of the forfeiture until payment at such rate as the Board may
determine and the Board may enforce (if it thinks fit) payment thereof as if it
were a new call made at the date of forfeiture.
31. (a)The forfeiture of a share shall involve extinction at the time of the forfeiture of -
all interest in all claims and demands against the Company in respect of the share
and all other rights incidental to the share except only such of these rights as by
these Articles are expressly saved.
(b)A duly verified declaration in writing that the declarant is a Director or
Secretary of the Company and that a share in the Company has been duly forfeited
in accordance with these Articles on a date stated in the declaration shall be
conclusive evidence of the facts therein stated as against all Persons claiming to
be entitled to the shares.
32. (a)Upon any sale after forfeiture or for enforcing a lien in purported exercise of -
449the powers hereinbefore given the Board may appoint some Person to execute an
instrument of transfer of the shares sold and cause the purchasers name to be
entered in the Register of Members in respect of the shares sold and the purchaser
shall not be bound to see to the regularity of the proceedings or to the application
of the purchase money and after his name has been entered in the Register of
Members in respect of such shares the validity of the sale shall not be impeached
by any person and the remedy of any person aggrieved by the sale shall be in
damages only and against the Company exclusively.
(b)Upon any sale reallotment or other disposal under the provisions of the
preceding Articles the certificate or certificates originally issued in respect of the
relevant shares shall (unless the same shall on demand by the Company have been
previously surrendered to it by the defaulting Shareholder) stand cancelled and
become null and void and of no effect and the Board shall be entitled to issue a
new certificate or certificates in respect of the said shares to the person or persons
entitled thereto.
33. (a)The Board may at any time before any share so forfeited shall have been sold -
re-allotted or otherwise disposed of annul the forfeiture thereof upon such
conditions as it thinks fit.
(b)The Company may receive the consideration if any given for the share on any
sale re-allotment or disposal thereof and may execute a transfer of the share in
favor of the person to whom the share is sold or disposed of. The transferee shall
thereupon be registered as the holder of the share and the transferee shall not be
bound to see to the application of the purchase money if any nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture sale re-allotment or disposal of the share.
34. The provisions of these Articles as to forfeiture shall apply in the case of non- -
payment of any sum which by the terms of issue of a share becomes payable at
a fixed time whether on account of the nominal value of the share or by way of
premium as if the same had been payable by virtue of a call duly made and
notified.
Alteration of capital
35. Subject to these Articles and Section 61 of the Act the Company may by ALTERATION OF SHARE
Ordinary Resolution in General Meeting from time to time alter the conditions CAPITAL
of its Memorandum as follows that is to say it may
(a)increase its Share
Capital by such amount as it thinks expedient
(b)consolidate and divide all or any of its Share Capital into shares of larger
amount than its existing sharesProvided that no consolidation and division
which results in changes in the voting percentage of shareholders shall take effect
unless it is approved by the Tribunal on an application made in the prescribed
manner.
(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 shares or any of them into shares of smaller amount than is fixed
by the Memorandum so however that in the subdivision the proportion
between the amount paid and the amount if any unpaid on each reduced share
shall be the same as it was in the case of the share from which the reduced share
is derived and
(e)cancel shares which at the date of the passing of the resolution in that behalf
have not been taken or agreed to be taken by any person and diminish the amount
of its Share Capital by the amount of the shares so cancelled. A cancellation of
shares in pursuance of this Article shall not be deemed to be a reduction of Share
Capital within the meaning of the Act.
36. The Company may subject to the applicable provisions of the Act from time to REDUCTION OF SHARE
time reduce its Capital any capital redemption reserve account and the securities CAPITAL
premium account in any manner for the time being authorized by Law. This
Article is not to derogate any power the Company would have
under Law if it were omitted.
37. (a)Subject to the provisions of Section 62 and other applicable provisions of the SHARES AT THE
Act and these Articles the shares in the Capital of the Company for the time being DISPOSAL OF THE
(including any shares forming part of any increased Capital of the Company) DIRECTORS
shall be under the control of the Board who may issue allot or otherwise dispose
of the same or any of them to Persons in such proportion and on such terms and
conditions and either at a premium or at par or at discount (subject to compliance
with Section 53 of the Act) at such time as they may
from time to time think fit to give to any person or persons the option or right to
call for any shares either at par or premium or at a discount subject to the
provisions of the Act during such time and for such consideration as the Directors
450think fit and may issue and allot Shares in the capital of the Company on payment
in full or part of any property sold and transferred or for any services rendered
to the Company in the conduct of its business and any shares which may be so
allotted may be issued as fully paid up shares and if so issued shall be deemed to
be fully paid up shares. Provided that option or right to call shares shall not be
given to any Person or Persons without the sanction of the Company in the
General Meeting.
(b)If by the conditions of allotment of any share the whole or part of the amount
thereof shall be payable by installments every such installment shall when due
be paid to the Company by the person who for the time being shall be the
registered holder of the shares or by his Executor or Administrator.
(c)Every Shareholder or his heirs Executors or Administrators shall pay to the
Company the portion of the Capital represented by his share or shares which may
for the time being remain unpaid thereon in such amounts at such time or times
and in such manner as the Board shall from time to time in accordance with the
Articles require or fix for the payment thereof.
(d)In accordance with Section 46and other applicable provisions of the Act and
the Rules
(e)Every Shareholder or allottee of shares shall be entitled without payment to
receive one or more certificates specifying the name of the Person in whose favor
it is issued the shares to which it relates and the amount paid up thereon. Such
certificates shall be issued only in pursuance of a resolution passed by the Board
and on surrender to the Company f its letter of allotment or its fractional coupon
of requisite value save in cases of issue of share certificates against letters of
acceptance or of renunciation or in cases of issue of bonus shares. Such share
certificates shall also be issued in the event of consolidation or sub-division of
shares of the Company.
(f)Every certificate shall specify the shares to which it relates and the amount
paid-up thereon and shall be signed by two directors or by a director and the
company secretary wherever the company has appointed a company secretary
and the common seal shall be affixed in the presence of the persons required to
sign the certificate.
g)Particulars of every share certificate issued shall be entered in the Register of
Members against the name of the Person to whom it has been issued indicating
the date of issue. For any further certificate the Board shall be entitled but shall
not be bound to prescribe a charge of twenty rupees each.
(i)Every Shareholder shall be entitled without payment to one or more
certificates in marketable lots for all the shares of each class or denomination
registered in his name or if the Directors so approve (upon paying such fee as
the Directors may from time to time determine) to several certificates each for
one or more of such shares and the Company shall complete and have ready
for delivery such certificates within 2 (two) months from the date of allotment
or
within 1 (one) month of the receipt of instrument of transfer transmission sub-
division consolidation or renewal of its shares as the case may be or within
such other period as any other legislation for time being in force may provide.
Every certificate of shares shall be in the form and manner as specified under
the Act and in respect of a share or shares held jointly by several Persons the
Company
shall not be bound to issue more than one certificate and delivery of a
certificate of shares to the first named joint holders shall be sufficient delivery
to all such holders.
(ii)the Board may at their absolute discretion refuse any applications for the
sub-division of share certificates or Debenture certificates into denominations
less than marketable lots except where sub-division is required to be made to
comply with any statutory provision or an order of a competent court of law or
at a request from a Shareholder or to convert holding of odd lot into
transferable marketable lot.
(iii)A Director may sign a share certificate by affixing his signature thereon by
means of any machine equipment or other mechanical means such as engraving
in metal or lithography but not by means of a rubber stamp provided that the
Director shall be responsible for the safe custody of such machine equipment
or other material used for the purpose.
38. (a)Where at any time the Company proposes to increase its subscribed capital FURTHER ISSUE OF
by the issue of further shares such shares shall be offered SHARE CAPITAL
(i)to persons who at the date of the offer are holders of Equity Shares of the
Company in proportion as nearly as circumstances admit to the Paid up Share
Capital on those shares by sending a letter of offer subject to the following
451conditions namely-
(A)the offer shall be made by notice specifying the number of shares offered and
limiting a time not being less than 15 (fifteen) days or such lesser number of days
as may be prescribed under Law and not exceeding 30 (thirty) days
from the date of the offer within which the offer if not accepted shall be deemed
to have been declined
(B)the offer aforesaid shall be deemed to include a right exercisable by the
Person concerned to renounce the shares offered to him or any of them in favor
of any other Person and the notice referred to in clause (A). above shall
contain a statement of this right
(C)after the expiry of the time specified in the notice aforesaid or on receipt of
earlier intimation from the Person to whom such notice is given that he declines
to accept the shares offered the Board may dispose of them in such manner which
is not disadvantageous to the Shareholders and the Company(ii)to employees
under a scheme of employees stock option subject to Special Resolution passed
by the Company and subject to the Rules and such other conditions as may be
prescribed under Law or to any persons if it is authorised by a Special Resolution
whether or not those Persons include the Persons referred to in clause (i) or clause
(ii) above either for cash or for a consideration other than cash if the price of
such shares is determined by the valuation report of a registered valuer subject
to the Rules.(b)The notice referred to in sub-clause A. of clause (i) of sub-article
(a) shall be dispatched through registered post or speed post or through electronic
mode to all the existing Shareholders at least 3 (three) days before the opening
of the issue. (c)Nothing in this Article shall apply to the increase of the
subscribed capital of a Company caused by the exercise of an option as a term
attached to the Debentures issued or loan raised by the Company to convert such
Debentures or loans into shares in the Company
(d)Provided that the terms of issue of such Debentures or loan containing such
an option have been approved before the issue of such Debentures or the raising
of loan by a Special Resolution passed by the Company in a General Meeting.
(e)The provisions contained in this Article shall be subject to the provisions of
Section 42 Section 62 (4) 62 (5) and 62 (6) of the Act the Rules and the applicable
provisions of the Act.
Capitalisation of profits
39. The Company in General Meeting may upon the recommendation of the Board -
resolve
(a)that it is desirable to capitalize any part of the amount for the time being
standing to the credit of any of the Companys reserve accounts or to the credit of
the Companys profit and loss account or otherwise as available for distribution
and
(b)that such sum be accordingly set free from distribution in the manner specified
herein below in sub article (iii) as amongst the Shareholders who would have
been entitled thereto if distributed by way of Dividends and in the same
proportions.
(c)The sum aforesaid shall not be paid in cash but shall be applied either in or
towards(i)paying up any amounts for the time being unpaid on any shares held
by such Shareholders respectively paying up in full un-issued shares of the
Company to be allotted distributed and credited as fully Paid up to and amongst
such Shareholders in the proportions aforesaid or (ii)partly in the way specified
in sub-article (i) and partly in the way specified in sub article (ii).
(d)A Securities premium account may be applied as per Section 52 of the Act
and a capital redemption reserve account may duly be applied in paying up of
unissued shares to be issued to Shareholders of the Company as fully paid bonus
shares.
40. (a)The Board shall give effect to a Resolution passed by the Company in RESOLUTION FOR
pursuance of this regulation. Whenever such a Resolution as aforesaid shall have CAPITALISATION OF
been passed the Board shall(i)make all appropriation and applications of RESERVES AND ISSUE OF
undivided profits (resolved to be capitalized thereby) and all allotments and FRACTIONAL
issues of fully paid shares or Securities if any and(ii)generally do all acts and CERTIFICATE
things required to give effect thereto.
(b)The Board shall have full power(i)to make such provisions by the issue of
fractional certificates or by payments in cash or otherwise as it thinks fit in the
case of shares or debentures becoming distributable in fraction and(ii)to
authorize any person on behalf of all the Shareholders entitled thereto to enter
into an agreement with the Company providing for the allotment to such
Shareholders credited as fully paid up of any further shares or debentures to
which they may be entitled upon such capitalization or (as the case may require)
for the payment of by the Company on their behalf by the application thereto of
452their respective proportions of the profits resolved to be capitalized of the
amounts or any parts of the amounts remaining unpaid on the shares.
(c)Any agreement made under such authority shall be effective and binding on
all such shareholders.
Buy-back of shares
41. Pursuant to a resolution of the Board the Company may purchase its own Equity POWER OF COMPANY
Shares or other Securities as may be specified by the MCA by way of a buy-back TO PURCHASE ITS OWN
arrangement in accordance with Sections 68 69 and 70 of the Act the Rules and SECURITIES
subject to compliance with Law.
General meetings
42. 42.1 In accordance with the provisions of the Act the Company shall in each year hold ANNUAL GENERAL
a General Meeting specified as its Annual General Meeting and shall specify the MEETING
meeting as such in the notices convening such meetings. Further
not more than 15 (fifteen) months gap shall exist between the date of one Annual
General Meeting and the date of the next. All General Meetings other than
Annual General Meetings shall be Extraordinary General Meetings.
42.2 Nothing contained in the foregoing provisions shall be taken as affecting the right WHEN ANNUAL
conferred upon the Registrar under the provisions of Section 96(1) of the Act to GENERAL MEETING TO
extend the time within which any Annual General Meeting may be held. BE HELD
42.3 (a)Every Annual General Meeting shall be called during business hours that is VENUE DAY AND TIME
between 9 A.M. and 6 P.M. on a day that is not a national holiday and shall be FOR HOLDING ANNUAL
held at the Office of the Company or at some other place within the city town or GENERAL MEETING
village in which the Office of the Company is situated as the Board may
determine and the notices calling the Meeting shall specify it as the Annual
General Meeting.
(b)Every Shareholder of the Company shall be entitled to attend the Annual
General Meeting either in person or by proxy and the Auditor of the Company
shall have the right to attend and to be heard at any General Meeting which he
attends on any part of the business which concerns him as Auditor. At every
Annual General Meeting of the Company there shall be laid on the table the
Directors Report and Audited Statement of Accounts Auditors Report (if not
already incorporated in the Audited Statement of Accounts) the proxy Register
with proxies and the Register of Directors shareholdings which latter Register
shall remain open and accessible during the continuance of the Meeting. The
Board shall cause to be prepared the Annual Return and forward the same to the
concerned Registrar of Companies in accordance with Sections 92 and 137 of
the Act. The Directors are also entitled to attend the Annual General Meeting.
42.4 (a)Number of days notice of General Meeting to be given A General Meeting of NOTICE OF GENERAL
the Company may be called by giving not less than 21 (twenty one) days clear MEETINGS
notice in writing or in electronic mode excluding the day on which notice is
served or deemed to be served (i.e. on expiry of 48 (forty eight) hours after
the letter containing the same is posted). However an Annual General Meeting
may be called after giving shorter notice if consent is given in writing or by
electronic mode by not less than 95 (ninety five) percent of the Shareholders
entitled to vote at that meeting.The notice of every meeting shall be given
to(i)every Shareholder legal representative of any deceased Shareholder or
the assignee of an insolvent member of the Company(ii)Auditor or Auditors of
the Company and(iii)all Directors.
(b)Notice of meeting to specify place etc. and to contain statement of business
Notice of every meeting of the Company shall specify the place date day and
hour of the meeting and shall contain a statement of the business to be transacted
thereat shall be given in the manner prescribed
under Section 102 of the Act.
(c)Contents and manner of service of notice and Persons on whom it is to be
served Every notice may be served by the Company on any Shareholder thereof
either personally or by electronic mode or by sending it by post to theirits
registered address in India and if there be no registered address in India to the
address supplied by the Shareholder to the Company for giving the notice to the
Shareholder.
(d)Special Business Subject to the applicable provisions of the Act where any
items of business to be transacted at the meeting are deemed to be special there
shall be annexed to the notice of the meeting a statement setting out all material
facts concerning each item of business including any particular nature of the
concern or interest if any therein of every Director or manager (as defined under
the provisions of the Act) if any or key managerial personnel (as defined under
the provisions of the Act) or the relatives of any of the aforesaid and where any
item of special business relates to or affects any other company the extent of
shareholding interest in that other company of every Director or manager (as
453defined under the provisions of the Act) if any or key managerial personnel (as
defined under the provisions of the Act) or the relatives of any of the aforesaid
of the first mentioned company shall also be set out in the statement if the extent
of such interest is not less than 2 per cent of the paid up share capital of that other
company. All business transacted at any meeting of the Company shall be
deemed to be special and all business transacted at the Annual General Meeting
of the Company with the exception of the business specified in Section 102 of
the Act shall be deemed to be special.
(e)Resolution requiring Special Notice With regard to resolutions in respect of
which special notice is required to be given by the Act a special notice shall be
given as required by Section 115 of the Act.
(f)Notice of Adjourned Meeting when necessary When a meeting is adjourned
for 30 (thirty) days or more notice of the adjourned meeting shall be given as in
the case of an original meeting in accordance with the applicable provisions of
the Act.
(g)Notice when not necessary 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.
(h)The notice of the General Meeting shall comply with the provisions of
Companies (Management and Administration) Rules 2014.
43. (a)The Board may whenever it thinks fit call an Extraordinary General Meeting REQUISITION OF
and it shall do so upon a requisition received from such number of EXTRAORDINARY
Shareholders who hold on the date of receipt of the requisition not less than one- GENERAL MEETING
tenth of such of the Paid up Share Capital of the Company as on that date carries
the right of voting and such meeting shall be held at the Office or at such place
and at such time as the Board thinks fit.
(b)Any valid requisition so made by Shareholders must state the object or objects
of the meeting proposed to be called and must be signed by the requisitionists
and be deposited at the Office provided that such requisition may consist of
several documents in like form each signed by one or more requisitionists.
(c)Upon the receipt of any such valid requisition the Board shall forthwith call
an Extraordinary General Meeting and if they do not proceed within 21 (twenty-
one) days from the date of the requisition being deposited at the Office to cause
a meeting to be called on a day not later than 45 (forty-five) days from the date
of deposit of the requisition the requisitionists or such of their number as
represent either a majority in value of the Paid up Share Capital held by all of
them or not less than onetenth of such of the Paid-up Share Capital of the
Company as is referred to in Section 100 of the Act whichever is less may
themselves call the meeting but in either case any meeting so called shall be held
within three months from the date of the delivery of the requisition as aforesaid.
(d)Any meeting called under the foregoing sub-articles by the requisitionists
shall be called in the same manner as nearly as possible as that in which a meeting
is to be called by the Board.
(e)The accidental omission to give any such notice as aforesaid to any of the
Shareholders or the nonreceipt thereof shall not invalidate any resolution passed
at any such meeting.
(f)No General Meeting Annual or Extraordinary shall be competent to enter into
discuss or transact any business which has not been mentioned in the notice or
notices by which it was convened.
(g)The Extraordinary General Meeting called under this article shall be subject
to and in accordance with the provisions contained under the Companies
(Management and Administration) Rules 2014.
Proceedings at general meetings
44. The quorum for the Shareholders Meeting shall be in accordance with Section NO BUSINESS TO BE
103 of the Act. Subject to the provisions of Section 103(2) of the Act if such a TRANSACTED IN
quorum is not present within half an hour from the time set for the Shareholders GENERAL MEETING IF
Meeting the Shareholders Meeting shall be adjourned to the same time and place QUORUM IS NOT
or to such other date and such other time and place as the Board may determine PRESENT
and the agenda for the adjourned
Shareholders Meeting shall remain the same. If at such adjourned meeting also
a quorum is not present at the expiration of half an hour from the time appointed
for holding the meeting the members present shall be a quorum and may transact
the business for which the meeting was called.
45. (a)The Chairman of the Board shall be entitled to take the Chair at every General CHAIRMAN OF THE
Meeting whether Annual or Extraordinary. If there is no such Chairman of the GENERAL MEETING
Board or if at any meeting he shall not be present within fifteen
minutes of the time appointed for holding such meeting or if he is unable or
unwilling to take the Chair then the Directors present shall elect one of them as
454Chairman. If no Director is present or if all the Directors present decline to take
the Chair then the Shareholders present shall elect on a show of hands or on a
poll if properly demanded one of their member to be the Chairman of the
meeting. No business shall be discussed at any General Meeting except the
election of a Chairman while the Chair is vacant.
(b) Notwithstanding anything contained in the first proviso of clause (1) of
section 203 of the Companies Act 2013 and the rules made thereunder including
any amendment thereto or re-enactment thereof for the time being in force the
Managing Director can be appointed as the Chairman of the company.
46. (a)At any General Meeting a resolution put to the vote of the General Meeting QUESTIONS AT
shall unless a poll is demanded be decided by a show of hands. Before or on the GENERAL MEETING
declaration of the result of the voting on any resolution by a show of hands a poll HOW DECIDED
may be carried out in accordance with the applicable provisions of the Act or the
voting is carried out electronically. Unless a poll is demanded a declaration by
the Chairman that a resolution has on a show of hands been carried or carried
unanimously or by a particular majority or lost and an entry
to that effect in the Minute Book of the Company shall be conclusive evidence
of the fact of passing of such resolution or otherwise.
(b)In the case of equal votes the Chairman shall both on a show of hands and at
a poll (if any) have a casting vote in addition to the vote or votes to which he
may be entitled as a Shareholder.
(c)If a poll is demanded as aforesaid the same shall subject to anything stated in
these Articles be taken at such time (not later than forty-eight hours from the
time when the demand was made) and place within the City Town or Village in
which the Office of the Company is situate and either by a show of hands or by
ballot or by postal ballot as the Chairman shall direct and either at once or after
an interval or adjournment or otherwise and the result of the poll shall be deemed
to be the decision of the meeting at which the poll was demanded. Any business
other than that upon which a poll has been demanded may be proceeded with
pending the taking of the poll. The demand for a poll may be withdrawn at any
time by the Person or Persons who made the demand.
(d)Where a poll is to be taken the Chairman of the meeting shall appoint two
scrutinizers to scrutinize the votes given on the poll and to report thereon to him.
One of the scrutinizers so appointed shall always be a Shareholder (not being an
officer or employee of the Company) present at the meeting provided such a
Shareholder is available and willing to be appointed. The Chairman shall have
power at any time before the result of the poll is declared to remove a scrutinizer
from office and fill vacancies in the office of scrutinizer arising from such
removal or from any other cause.
(e)Any poll duly demanded on the election of a Chairman of a meeting or any
question of adjournment shall be taken at the meeting forthwith. A poll
demanded on any other question shall be taken at such time not later than 48
hours from the time of demand as the Chairman of the meeting directs.
(f)The demand for a poll except on the question of the election of the Chairman
and of an adjournment shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded.
(g)No report of the proceedings of any General Meeting of the Company shall
be circulated or advertised at the expense of the Company unless it includes the
matters required by these Articles or Section 118 of the Act to be contained in
the Minutes of the proceedings of such meeting.
(h)The Shareholders will do nothing to prevent the taking of any action by the
Company or act contrary to or with the intent to evade or defeat the terms as
contained in these Articles.
47. (a)Notwithstanding any of the provisions of these Articles the Company may PASSING RESOLUTIONS
and in the case of resolutions relating to such business as notified under the BY POSTAL BALLOT
Companies (Management and Administration) Rules 2014 as amended or other
Law required to be passed by postal ballot shall get any resolution passed by
means of a postal ballot instead of transacting the business in the General
Meeting of the Company. Also the Company may in respect of any item of
business other than ordinary business and any business in respect of which
Directors or Auditors have a right to be heard at any meeting transact the same
by way of postal ballot.
(b)Where the Company decides to pass any resolution by resorting to postal
ballot it shall follow the procedures as prescribed under Section 110 of the Act
and the Companies (Management and Administration) Rules 2014 as amended
from time and applicable Law.
48. 48.1 (a)A document or notice may be given or served by the Company to or on any DOCUMENTS AND
Shareholder whether having his registered address within or outside India either NOTICES
455personally or by electronic mode or by sending it by post to him to
his registered address.
(b)Where a document or notice is sent by post service of the document or notice
shall be deemed to be effected by properly addressing prepaying and posting a
letter containing the document or notice provided that where a Shareholder has
intimated to the Company in advance that documents or notices should be sent
to him under a certificate of posting or by registered post with or without
acknowledgement due or by cable or telegram and has deposited with the
Company a sum sufficient to defray the expenses of doing so service of the
document or notice shall be deemed to be effected unless it is sent in the manner
intimated by the Shareholder. Such service shall be deemed to have effected in
the case of a notice of a meeting at the expiration of forty eight hours after the
letter containing the document or notice is posted or after a telegram has been
dispatched and in any case at the time at which the letter would be delivered in
the ordinary course of post or the cable or telegram would be transmitted in the
ordinary course.
(c)A document or notice may be given or served by the Company to or on the
joint holders of a Share by giving or serving the document or notice to or on the
joint-holder named first in the Register of shareholders in respect of the Share.
(d)Every person who by operation of Law transfer or other means whatsoever
shall become entitled to any Share shall be bound by every document or notice
in respect of such Share which previous to his name and address being entered
on the register of Shareholders shall have been duly served on or given to the
Person from whom he derives his title to such Share.
(e)Any document or notice to be given or served by the Company may be signed
by a Director or the Secretary or some Person duly authorised by the Board for
such purpose and the signature thereto may be written printed photostat or
lithographed.
(f)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
(g)All documents or notices to be given or served by Shareholders on or to the
Company or to any officer thereof shall be served or given by sending the same
to the Company or officer at the Office by post under a certificate of posting or
by registered post or by leaving it at the Office.
(h)Where a Document is sent by electronic mail service shareholder has
registered his electronic mail address with the Company and has intimated the
Company that documents should be sent to his registered email address without
acknowledgement due. Provided that the Company shall provide each
shareholder an opportunity to register his email address and change therein from
time to time with the Company or the concerned depository. The Company shall
fulfill all conditions required by Law in this regard.
48.2 Each registered Shareholder from time to time notify in writing to the Company SHAREHOLDERS TO
such place in India to be registered as his address and such registered place of NOTIFY ADDRESS IN
address shall for all purposes be deemed to be his place of residence. INDIA
48.3 If a Shareholder does not have registered address in India and has not supplied SERVICE ON
to the Company any address within India for the giving of the notices to him a SHAREHOLDERS
document advertised in a newspaper circulating in the neighborhood of Office of HAVING
the Company shall be deemed to be duly served to him on the day on which the NO REGISTERED
advertisement appears. ADDRESS
48.4 A document may be served by the Company on the persons entitled to a share in SERVICE ON PERSONS
consequence of the death or insolvency of a Shareholders by sending it through ACQUIRING SHARES ON
the post in a prepaid letter addressed to them by name or by the title or DEATH OR INSOLVENCY
representatives of the deceased assignees of the insolvent by any like description OF SHAREHOLDERS
at the address (if any) in India supplied for the purpose by the persons claiming
to be so entitled or (until such an address has been so supplied) by serving the
document in any manner in which the same might have been served as if the
death or insolvency had not occurred.
48.5 Subject to the applicable provisions of the Act and these Articles notice of PERSONS ENTITLED TO
General Meeting shall be given (i)To the Shareholders of the Company as NOTICE OF GENERAL
provided by these Articles. MEETINGS
(ii)To the persons entitled to a share in consequence of the death or insolvency
of a Shareholder. (iii)To the Auditors for the time being of the Company in the
manner authorized by as in the case of any Shareholder of the Company
48.6 Subject to the applicable provisions of the Act any document required to be NOTICE BY
served or sent by the Company on or to the Shareholders or any of them and not ADVERTISEMENT
456expressly provided for by these Articles shall be deemed to be duly served or
sent if advertised in a newspaper circulating in the District in which the
Office is situated.
Adjournment of meeting
49 (a)The Chairman may with the consent given in the meeting at which a quorum CHAIRMAN CAN
is present (and if so directed by the meeting) adjourn the General Meeting from ADJOURN THE
time to time and from place to place within the city town or village in which the GENERAL MEETING
Office of the Company is situate but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place.
(b)Any member who has not appointed a Proxy to attend and vote on his behalf
at a general meeting may appoint a Proxy for any adjourned general meeting
not later than forty-eight hours before the time of such adjourned Meeting.
Voting rights
50. (a)No Shareholder shall be entitled to vote either personally or by proxy at any VOTES OF
General Meeting or meeting of a class of Shareholders either upon a show of SHAREHOLDERS
hands or upon a poll or a member may exercise his vote at a meeting by electronic
means in accordance with the Act (and shall vote only once) in respect of any
shares registered in his name on which calls or other sums presently payable by
him have not been paid or in regard to which the Company has exercised any right
of lien.
(b)No shareholder shall be entitled to vote at a General Meeting unless all calls or
other sums presently payable by him have been paid or in regard to which the
Company has lien and has exercised any right of lien.
(c)Subject to the provisions of these Articles without prejudice to any special
privilege or restrictions as to voting for the time being attached to any class of
shares for the time being forming a part of the Capital of the Company every
Shareholder not disqualified by the last preceding Article shall be entitled to be
present and to speak and vote at such meeting and on a show of hands every
Shareholder present in person shall have one vote and upon a poll the voting right
of such Shareholder present either in person or by proxy shall be in proportion to
his share of the Paid Up Share Capital of the Company held alone or jointly with
any other Person or Persons.
(d)On a poll taken at a meeting of the Company a Shareholder entitled to more
than one vote or his proxy or any other Person entitled to vote for him (as the case
may be) need not if he votes use or cast all his votes in the same way.
51. (a)A Shareholder 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 through a committee or through his legal guardian and any such
committee or guardian may on a poll vote by proxy. If any Shareholder be a minor
his vote in respect of his Share(s) shall be exercised by his guardian(s) who may
be selected (in case of dispute) by the Chairman of the meeting.
(b)If there be joint registered holders of any shares any one of such Persons may
vote at any meeting or may appoint another Person (whether a Shareholder or not)
as his proxy in respect of such shares as if he were solely entitled thereto but the
proxy so appointed shall not have any right to speak at the meeting and if more
than one of such joint-holders be present at any meeting then one of the said
Persons so present whose name stands higher in the Register of Members shall
alone be entitled to speak and to vote in respect of such shares but the other joint
holders shall be entitled to be present at the meeting. Several Executors or
Administrators of a deceased Shareholder in whose name shares stand shall for
the purpose of these Articles be deemed joint-holders thereof.
(c)Subject to the provision of these Articles votes may be given personally or by
an attorney or by proxy. A body corporate whether or not a Company within the
meaning of the Act being a Shareholder may vote either by a proxy or by a
representative duly authorised in accordance with Section 113 of the Act and such
representative shall be entitled to exercise the same rights and powers (including
the right to vote by proxy) on behalf of the body corporate which he represents as
that body could have exercised if it were an individual Shareholder.
(d)Any Person entitled to transfer any shares of the Company may vote at any
General Meeting in respect thereof in the same manner as if he were the registered
holder of such shares provided that forty-eight hours at least before the time of
holding the meeting or adjourned meeting as the case may be at which he proposes
to vote he shall satisfy the Board of his right to such shares and give such
indemnity (if any) as the Board may require unless the Board shall have
previously admitted his right to vote at such meeting in respect thereof.
52. (a)The Chairman of any meeting shall be the sole judge of the validity of every -
vote tendered at such meeting. The Chairman present at the taking of a poll shall
be in the sole judge of the validity of every vote tendered at such poll. (i)The
Company shall cause minutes of all proceedings of every General Meeting to be
kept by making within 30 (thirty) days of the conclusion of every
such meeting concerned entries thereof in books kept for that purpose with their
pages consecutively numbered.
457(ii)Each page of every such book shall be initialed or signed and the last page of
the record of proceedings of each meeting in such book shall be dated and signed
by the Chairman of the same meeting within the aforesaid period of 30 (thirty)
days or in the event of the death or inability of that Chairman within that period
by a Director duly authorised by the Board for that purpose.
(iii)In no case the minutes of proceedings of a meeting shall be attached to any
such book as aforesaid by pasting or otherwise.
(iv)The Minutes of each meeting shall contain a fair and correct summary of the
proceedings thereat.
(v)All appointments of Directors of the Company made at any meeting aforesaid
shall be included in the minutes of the meeting.
(vi)Nothing herein contained shall require or be deemed to require the inclusion
in any such Minutes of any matter which in the opinion of the Chairman of the
Meeting (i) is or could reasonably be regarded as defamatory of any person or
(ii) is irrelevant or immaterial to the proceedings or (iii) is detrimental to the
interests of the Company. The Chairman of the meeting shall exercise an
absolute discretion in regard to the inclusion or non-inclusion of
any matter in the Minutes on the aforesaid grounds.
(vii)Any such Minutes shall be evidence of the proceedings recorded therein.
(viii)The book containing the Minutes of proceedings of General Meetings shall
be kept at the Office of the Company and shall be open during business hours
for such periods not being less in the aggregate than two hours in each day as the
Board determines for the inspection of any Shareholder without charge.
(ix)The Company shall cause minutes to be duly entered in books provided for
the purpose of -1)the names of the Directors and Alternate Directors present at
each General Meeting2)all Resolutions and proceedings of General Meeting.
53. (a)The Shareholders shall vote (whether in person or by proxy) all of the shares -
owned or held on record by them at any Annual or Extraordinary General Meeting
of the Company called for the purpose of filling positions to the Board appointed
as a Director of the Company under Sections 152 and 164(1) of the Act in
accordance with these Articles.
(b)The Shareholders will do nothing to prevent the taking of any action by the
Company or act contrary to or with the intent to evade or defeat the terms as
contained in these Articles.
54. All matters arising at a General Meeting of the Company other than as specified -
in the Act or these Articles if any shall be decided by a majority vote.
55. The Shareholders shall exercise their voting rights as shareholders of the -
Company to ensure that the Act or these Articles are implemented and acted upon
by the Shareholders and by the Company and to prevent the taking of any action
by the Company or by any Shareholder which is contrary to or with a view or
intention to evade or defeat the terms as contained in these Articles.
56. (a)Any corporation which is a Shareholder of the Company may by resolution of -
the Board or other governing body authorize such person as it thinks fit to act as
its representative at any meeting of the Company and the said person so
authorised shall be entitled to exercise the same powers on behalf of the
corporation which he represents as that corporation could have exercised if it
were an individual Shareholder in the Company (including the right to vote by
proxy).
(b)The Company shall also provide e-voting facility to the Shareholders of the
Company in terms of the provisions of the Companies (Management and
Administration) Rules 2014 the SEBI Listing Regulations or any other Law if
applicable to the Company.
Proxy
57. (a)Every proxy (whether a Shareholder or not) shall be appointed in writing -
under the hand of the appointer or his attorney or if such appointer is a
corporation under the Common Seal of such corporation or be signed by an
officer or an attorney duly authorised by it and any committee or guardian may
appoint proxy. The proxy so appointed shall not have any right to speak at a
meeting.
(b)An instrument of proxy may appoint a proxy either for (i) the purposes of a
particular meeting (as specified in the instrument) or (ii) for any adjournment
thereof or (iii) it may appoint a proxy for the purposes of every meeting of the
Company or (iv) of every meeting to be held before a date specified in the
instrument for every adjournment of any such meeting.
58. (a)A Shareholder present by proxy shall be entitled to vote only on a poll. (b)An -
instrument appointing a proxy and a power of attorney or other authority
(including by way of a Board Resolution (if any)) under which it is signed or a
notarial certified copy of that power or authority or resolution as the case may be
shall be deposited at the Office not later than forty-eight hours before the time for
458holding the meeting at which the Person named in the instrument proposes to vote
and in default the instrument of proxy shall not be treated as valid. No instrument
appointing a proxy shall be valid after the expiration of 12 months from the date
of its execution. An attorney shall not be entitled to vote unless the power of
attorney or other instrument or resolution as the case may be appointing him or a
notarial certified copy thereof has either been registered in the records of the
Company at any time not less than forty-eight hours before the time for holding
the meeting at which the attorney proposes to vote or is deposited at the Office of
the Company not less than forty-eight hours before the time fixed for such meeting
as aforesaid. Notwithstanding that a power of attorney or other authority has been
registered in the records of the Company the Company may by notice in writing
addressed to the Shareholder or the attorney given at least 48 (forty eight) hours
before the meeting require him to produce the original power of attorney or
authority or resolution as the case may be and unless the same is deposited with
the Company not less than forty-eight hours before the time fixed for the meeting
the attorney shall not be entitled to vote at such meeting unless the Board in their
absolute discretion excuse such non-production and deposit.
59. (a)Every instrument of proxy whether for a specified meeting or otherwise -
should as far as circumstances admit be in any of the forms set out in the
Companies (Management and Administration) Rules 2014.
(b)If any such instrument of appointment be confined to the object of appointing
an attorney or proxy for voting at meetings of the Company it shall remain
permanently or for such time as the Directors may determine in the custody of
the Company if embracing other objects a copy thereof examined with the
original shall be delivered to the Company to remain in the custody
of the Company.
(c)A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death of the principal or revocation of the
proxy or of any power of attorney under which such proxy was signed or the
transfer of the Share in respect of which the vote is given provided that no
intimation in writing of the death revocation or transfer shall have been received
at the Office before the meeting.
(d)No objection shall be made to the validity of any vote except at the Meeting
or poll at which such vote shall be tendered and every vote whether given
personally or by proxy not disallowed at such meeting or poll shall be deemed
valid for all purposes of such meeting or poll whatsoever.
Board of Directors
60. 60.1 Subject to the applicable provisions of the Act the number of Directors of the -
Company shall not be less than 3 (three) and not more than 15 (fifteen). The
Company shall also comply with the provisions of the Companies (Appointment
and Qualification of Directors) Rules 2014 and the provisions of the SEBI Listing
Regulations. The Board shall have an optimum combination of executive and
Independent Directors with at least 1 (one) woman Director as may be prescribed
by Law from time to time.
60.2 The first Directors of the Company are as Under FIRST DIRECTORS
1.Mr. Pooran Chand Sajjan
2.Mr. Prasanna Kumar K.C.
3.Mr. Arun Tyagi
60.3 (a)The members of the Board shall elect any one of them as the Chairman of the CHAIRMAN OF THE
Board. The Chairman shall preside at all meetings of the Board and the General BOARD OF DIRECTORS
Meeting of the Company. The Chairman shall have a casting vote in the event of
a tie.
(b)If for any reason the Chairman is not present at the meeting or is unwilling to
act as Chairman the members of the Board shall appoint any one of the remaining
Directors as the Chairman.
60.4 Subject to Section 161 of the Act any Director shall be entitled to nominate an APPOINTMENT OF
alternate director to act for him during his absence for a period of not less than 3 ALTERNATE
(three) months. The Board may appoint such a person as an Alternate Director to DIRECTORS
act for a Director (hereinafter called the Original Director) (subject to such person
being acceptable to the Chairman) during the Original Directors absence for a
period of not less than three months from the State in which the meetings of the
Board are ordinarily held. An Alternate Director appointed under this Article
shall not hold office for a period longer than that permissible to the Original
Director in whose place he has been appointed and shall vacate office if and when
the Original Director returns to the State. If the term of the office of the Original
Director is determined before he so returns to the State any provisions in the Act
or in these Articles for automatic re-appointment shall apply to the Original
Director and not to the Alternate Director.
60.5 Subject to the applicable provisions of the Act and these Articles the Board shall CASUAL VACANCY AND
have the power at any time and from time to time to appoint any qualified Person ADDITIONAL
459to be a Director either as an addition to the Board or to fill a casual vacancy but DIRECTORS
so that the total number of Directors shall not at any time exceed the maximum
number fixed under Article 36. Any Person so appointed as an additional director
shall hold office only up to the earlier of the date of the next Annual General
Meeting or at the last date on which the Annual General Meeting should have
been held but shall be eligible for appointment by the Company as a Director at
that meeting subject to the applicable provisions of the Act.
61. 61.1 If it is provided by a trust deed securing or otherwise in connection with any DEBENTURE
issue of Debentures of the Company that any Personslender or Persons lenders DIRECTORS
shall have power to nominate a Director of the Company then in the case of any
and every such issue of Debentures the Person lender or Persons lenders having
such power may exercise such power from time to time and appoint a Director
accordingly. Any Director so appointed is herein referred to a Debenture
Director. A Debenture Director may be removed from office at any time by the
Personlender or Personslenders in whom for the time being is vested the power
under which he was appointed and another Director may be appointed in his
place. A Debenture Director shall not be bound to hold any qualification shares.
The trust deed may contain ancillary provisions as may be arranged between the
Company and the trustees and all such provisions shall have effect
notwithstanding any other provisions contained
herein.
61.2 The Company shall have such number of Independent Directors on the Board of INDEPENDENT
the Company as may be required in terms of the provisions of Section 149 of the DIRECTORS
Act and the Companies (Appointment and Qualification of Directors)
Rules 2014 or any other Law as may be applicable. Further the appointment of
such Independent Directors shall be in terms of the aforesaid provisions of Law
and subject to the requirements prescribed under the SEBI Listing Regulations.
61.3 Except as otherwise provided in these Articles and the Act all the Directors of EQUAL POWER TO
the Company shall have in all matters equal rights and privileges and shall be DIRECTOR
subject to equal obligations and duties in respect of the affairs of the Company.
61.4 (a)Whenever the Board enters into a contract with any lenders for borrowing NOMINEE DIRECTORS
any money or for providing any guarantee or security or for technical
collaboration or assistance or enter into any other arrangement the Board shall
have subject to the provisions of Section 152 of the Act the power to agree that
such lenders shall have the right to appoint or nominate by a notice in writing
addressed to the Company one or more Directors on the Board for such period
and upon such conditions as may be mentioned in the common loan agreement
facility agreement. The nominee director representing lenders shall not be
required to hold qualification shares. The Directors may also agree that any such
Director or Directors may be removed from time to time by the lenders entitled
to appoint or nominate them and such lenders may appoint another or other or
others in his or their place and also fill in any vacancy which may occur as a
result of any such Director or Directors ceasing to hold that office for any reason
whatsoever. The nominee director shall hold office only so long as any monies
remain owed by the Company to such lenders.
(b)The nominee director shall be entitled to all the rights and privileges of other
Directors including the sitting fees and expenses as payable to other Directors
but if any other fees commission monies or remuneration in any form are payable
to the Directors the fees commission monies and remuneration in relation to such
nominee director shall accrue to the lenders and the same shall accordingly be
paid by the Company directly to the lenders.
(c)Provided that if any such nominee director is an officer of any of the lenders
the sittings fees in relation to such nominee director shall also accrue to the
lenders concerned and the same shall accordingly be paid by the Company
directly to that lenders.
(d)Any expenditure that may be incurred by the lenders or the nominee director
in connection with the appointment or directorship shall be borne by the
Company.
(e)The nominee director so appointed shall be a member of the project
management sub-committee audit sub-committee and other sub-committees of
the Board if so desired by the lenders.
(f)The nominee director shall be entitled to receive all notices agenda etc. and to
attend all general meetings and Board meetings and meetings of any
committee(s) of the Board of which he is a member and to receive all notices
agenda and minutes etc. of the said meeting.
(g)If at any time the nominee director is not able to attend a meeting of Board or
any of its committees of which he is a member the lenders may depute an
observer to attend the meeting. The expenses incurred by the lenders in this
connection shall be borne by the Company
46061.5 A Director shall not be required to hold any qualification shares of the NO QUALIFICATION
Company. SHARES FOR
DIRECTORS
62 62.1 (a)Subject to the applicable provisions of the Act the Rules Law including the REMUNERATION OF
provisions of the SEBI Listing Regulations a Managing Director or Managing DIRECTORS
Directors and any other Directors who isare in the whole time employment of
the Company may be paid remuneration either by a way of monthly payment or
at a specified percentage of the net profits of the Company or partly by one way
and partly by the other subject to the limits prescribed under the Act.
(b)Subject to the applicable provisions of the Act a Director (other than a
Managing Director or an executive Director) may receive a sitting fee not
exceeding such sum as may be prescribed by the Act or the central government
from time to time for each meeting of the Board or any Committee thereof
attended by him.
(c)The remuneration payable to each Director for every meeting of the Board or
Committee of the Board attended by them shall be such sum as may be
determined by the Board from time to time within the maximum limits
prescribed from time to time by the Central Government pursuant to the first
proviso to Section 197 of the Act.
(d)All fees compensation to be paid to non-executive Directors including
Independent Directors shall be as fixed by the Board and shall require the prior
approval of the Shareholders in a General meeting. Such approval shall also
specify the limits for the maximum number of stock options that
can be granted to a non-executive Director in any financial year and in
aggregate. However such prior approval of the Shareholders shall not be
required in relation to the payment of sitting fees to non executive Directors if
the same is made within the prescribed limits under the Act for payment of
sitting fees with approval of Central Government. Notwithstanding anything
contained in this article the Independent Directors shall not be eligible to receive
any stock options.
62.2 If any Director be called upon to perform extra services or special exertions or SPECIAL
efforts (which expression shall include work done by a Director as a member of REMUNERATION FOR
any Committee formed by the Directors) the Board may arrange with such EXTRA SERVICES
Director for such special remuneration for such extra services or special RENDERED BY A
exertions or efforts either by a fixed sum or otherwise as may be determined by DIRECTOR
the Board. Such remuneration may either be in addition to or in substitution for
his remuneration otherwise provided subject to the applicable provisions of the
Act.
62.3 The Board may allow and pay to any Director who is not a bona fide resident of TRAVEL EXPENSES OF
the place where the meetings of the Board Committee meetings are ordinarily DIRECTORS
held and who shall come to such place for the purpose of attending any meeting
such sum as the Board may consider fair compensation for travelling lodging
and or other expenses in addition to his fee for attending such Board Committee
meetings as above specified and if any Director be called upon to go or reside
out of his ordinary place of his residence on the Companys business he shall be
entitled to be repaid and reimbursed travelling and other expenses incurred in
connection with the business of the
Company in accordance with the provisions of the Act.
63 63.1 The continuing Directors may act notwithstanding any vacancy in their body but CONTINUING
if and so long as their number is reduced below the minimum number fixed by DIRECTORS
Article 38 hereof the continuing Directors not being less than two may act for
the purpose of increasing the number of Directors to that number or for
summoning a General Meeting but for no other purpose.
63.2 (a)Subject to relevant provisions of Sections 164 167 and 188 of the Act the VACATION OF OFFICE
office of a Director shall ipso facto be vacated if(i)he is found to be of unsound BY DIRECTOR
mind by a court of competent jurisdiction or(ii)he applies to be adjudicated an
insolvent and his application is pending or(iii)he is an undischarged insolvent
or(iv)he is convicted by a court of any offence involving moral turpitude or
otherwise and is sentenced in respect thereof to imprisonment for not less than 6
(six) months and a period of five years has not elapsed from the date of expiry
of the sentence or(v)he fails to pay any calls made on him in respect of shares of
the Company held by him whether alone or jointly with others within 6 (six)
months from the date fixed for the payment of such call unless the Central
Government has by notification in the Official Gazette removed the
disqualification incurred by such failure or(vi)he absents himself from all the
meetings of the Board of Directors held during a period of twelve months with
or without seeking leave of absence of the Board (vii) having been appointed a
Director by virtue of his holding any office or other employment in the Company
461he ceases to hold such office or other employment in the Company or(viii)he acts
in contravention of Section 184 of the Act or(ix)he is removed in pursuance of
Section 169 of the Act or(x)he is disqualified under Section 164(2) of the
Act.Subject to the applicable provisions of the Act a Director may resign his
office at any time by notice in writing addressed to the Board and such
resignation shall become effective upon its acceptance by the Board.
63.3 (a)A Director of the Company who is in any way whether directly or indirectly DISCLOSURE OF
concerned or interested in a contract or arrangement or proposed contract or INTEREST
arrangement entered into or to be entered into by or on behalf of the Company
shall disclose the nature of his concern or interest at a meeting of the Board in
the manner provided in Section 184 of the Act Provided that it shall not apply to
any contract or arrangement entered into or to be entered into between two
companies or between one or more companies and one or more bodies corporate
where any of the directors of the one company or body corporate or two or more
of them together holds or hold not more than two per cent. of the paid-up share
capital in the other company or the body corporate A general notice given to the
Board by the Director to the effect that he is a director or member of a specified
body corporate or is a member of a specified firm and is to be regarded as
concerned or interested in any contract or arrangement which may after the date
of the notice be entered into with that body corporate or firm shall be deemed to
be a sufficient disclosure of concern or interest in relation to any contract or
arrangement so made. Any such general notice shall expire at the end of the
Financial Year in which it is given but may be renewed for a further period of
one Financial Year at a time by a fresh notice given in the last month of the
Financial Year in which it would have otherwise expired. No such general notice
and no renewal thereof shall be of effect unless either it is given at a meeting of
the Board or the Director concerned takes reasonable steps to secure that it is
brought up and read at the first meeting of the Board after it is given.
(b)No Director shall as a Director take any part in the discussion of vote on any
contract or arrangement entered into or to be entered into by or on behalf of the
Company if he is in any way whether directly or indirectly concerned or
interested in such contract or arrangements nor shall his presence count for the
purpose of forming a quorum at the time of any such discussion or vote and if he
does vote his vote shall be void provided however that nothing herein contained
shall apply to-
(i)any contract or indemnity against any loss which the Directors or any one or
more of them may suffer by reason of becoming or being sureties or a surety for
the Company any contract or arrangement entered into or to be entered into with
a public company or a private company which is subsidiary of a public company
in which the interest of the Director consists solely1.in his being -I.a director of
such company and II. the holder of not more than shares of such number or value
therein as is requisite to qualify him for appointment as a Director thereof he
having been nominated as such Director by this Company or 2.in his being a
shareholder holding not more than 2 (two) per cent of its Paid-up Share Capital.
(c)Subject to the provisions of Section 188 of the Act and other applicable
provisions if any of the Act any Director of the Company any partner or relative
of such Director any firm in which such Director or a relative of such Director is
a partner any private company of which such Director is a director or member
and any director or manager of such private company may hold any office or
place of profit in the Company.
(d)The Company shall keep a Register in accordance with Section 189 of the Act
and shall within the time specified therein enter therein such of the particulars as
may be. The Register aforesaid shall also specify in relation to each Director of
the Company the names of the bodies corporate and firms of which notice has
been given by him under Article 53(a). The Register shall be kept at the Office
of the Company and shall be open to inspection at such Office and extracts may
be taken therefrom and copies thereof may be required by any Shareholder of the
Company to the same extent in the same manner and on payment of the same fee
as in the case of the Register of Members of the Company and the provisions of
Section 94 of the Act shall apply accordingly.
(e)A Director may be or become a Director of any Company promoted by the
Company or on which it may be interested as a vendor shareholder or otherwise
and no such Director shall be accountable for any benefits received as director
or shareholder of such Company except in so far as Section 188 or Section 197
of the Act as may be applicable.
64 64.1 At the Annual General Meeting of the Company to be held in every year one third ONE-THIRD OF
of such of the Directors as are liable to retire by rotation for time being or if their DIRECTORS TO RETIRE
number is not three or a multiple of three then the number nearest to one third EVERY YEAR
shall retire from office and they will be eligible for re-election. Provided
462nevertheless that Directors appointed as Independent Director(s) under Articles
hereto shall not retire by rotation under this Article nor shall they be included in
calculating the total number of Directors of whom one third shall retire from office
under this Article.
64.2 (a)If the place of the retiring Director is not so filled up and the meeting has not PROCEDURE IF PLACE
expressly resolved not to fill the vacancy the meeting shall stand adjourned till the OF RETIRING
same day in the next week at the same time and place or if that day is a national DIRECTORS IS NOT
holiday till the next succeeding day which is not a national holiday at the same
FILLED UP
time and place.
(b)If at the adjourned meeting also the place of the retiring Director is not filled
up and that meeting also has not expressly resolved not to fill the vacancy the
retiring Director shall be deemed to have been reappointed at the adjourned
meeting unless-(i)at that meeting or at the previous meeting a resolution for the
reappointment of such Director has been put to the meeting and lost(ii)retiring
Director has by a notice in writing addressed to the Company or its Board
expressed his unwillingness to be so reappointed(iii)he is not qualified or is
disqualified for appointment or(iv)a resolution whether special or ordinary is
required for the appointment or reappointment by virtue of any applicable
provisions of the Act.
64.3 Subject to Article 36 and Sections 149 152 and 164 of the Act the Company may COMPANY MAY
by Ordinary Resolution from time to time increase or reduce the number of INCREASE OR REDUCE
Directors and may alter their qualifications and the Company may (subject to the THE NUMBER OF
provisions of Section 169 of the Act) remove any Director before the expiration
DIRECTORS
of his period of office and appoint another qualified in his stead. The
person so appointed shall hold office during such time as the Director in whose
place he is appointed would have held the same if he had not been removed.
64.4 (a)The Company shall keep at its Office a Register containing the particulars of REGISTER OF
its Directors Managing Directors Manager Secretaries and other Persons DIRECTORS ETC.
mentioned in Section 170 of the Act and shall otherwise comply with the
provisions of the said Section in all respects.
(b)The Company shall in respect of each of its Directors also keep at its Office a
Register as required by Section 170 of the Act and shall otherwise duly comply
with the provisions of the said Section in all respects.
64.5 Every Director shall in accordance with the provisions of Companies (Meeting DISCLOSURE BY
of Board and its Powers) Rules 2014 shall disclose his concern or interest in any DIRECTOR OF
company or companies or bodies corporate (including shareholding interest) firms APPOINTMENT TO ANY
or other association of individuals by giving a notice in accordance with such
OTHER BODY
rules.
CORPORATE
65. 65.1 Subject to the provisions of Section 196 197 and 203 of the Act and of these MANAGING
Articles the Board shall have the power to appoint from time to time any full DIRECTOR(S) WHOLE
time employee of the Company as Managing Director whole time director or TIME DIRECTOR(S)
executive director or manager of the Company. The Managing Director(s) or the EXECUTIVE
whole time director(s) manager or executive director(s) as the case may be so DIRECTOR(S) MANAGER
appointed shall be responsible for and in charge of the day to day management
and affairs of the Company and subject to the applicable provisions of the Act
and these Articles the Board shall vest in such Managing
Directors or the whole time director(s) or manager or executive director(s) as the
case may be all the powers vested in the Board generally. The remuneration of a
Managing Director whole time director or executive director or manager may be
by way of monthly payment fee for each meeting or participation in profits or by
any or all those modes or any other mode not expressly prohibited by the Act.
Board subject to the consent of the shareholders of the Company shall have the
power to appoint Chairman of the Board as the Managing Director whole time
director or executive director of the Company.
65.2 Notwithstanding anything contained herein a Managing Director(s) whole time PROVISIONS TO WHICH
director(s) executive director(s) manager shall subject to the provisions of any MANAGING
contract between him and the Company be subject to the same provisions as to DIRECTOR(S) WHOLE
resignation and removal as the other Directors of the Company and if he ceases TIME DIRECTOR(S)
to hold the office of a Director he shall ipso facto and immediately cease to be a EXECUTIVE
Managing Director(s) whole time director(s) executive director(s) manager and DIRECTOR(S) MANAGER
if he ceases to hold the office of a Managing Director(s) whole time director(s) ARE SUBJECT
executive director(s) manager he shall ipso facto and immediately cease to be a
Director.
65.3 The remuneration of the Managing Director(s) whole time director(s) executive REMUNERATION OF
director(s) manager shall (subject to Sections 196 197 and 203 and other MANAGING
applicable provisions of the Act and of these Articles and of any contract DIRECTOR(S) WHOLE
between him and the Company) be fixed by the Directors from time to time and TIME DIRECTOR(S)
may be by way of fixed salary and or perquisites or commission or profits of the EXECUTIVE
Company or by participation in such profits or by any or all these modes or any DIRECTOR(S) MANAGER
other mode not expressly prohibited by the Act.
65.4 Subject to the superintendence control and direction of the Board the day- to-day POWER AND DUTIES OF
463management of the Company shall be in the hands of the Managing Director(s) MANAGING
whole time director(s) executive director(s) manager s in the manner as deemed DIRECTOR(S) WHOLE
fit by the Board and subject to the applicable provisions of the Act and these TIME DIRECTOR(S)
Articles the Board may by resolution vest any such Managing Director(s) whole EXECUTIVE
time director(s) executive director(s) manager with such of the powers hereby DIRECTOR(S) MANAGER
vested in the Board generally as it thinks fit and such powers may be made
exercisable for such period or periods and upon such conditions and subject to
the applicable provisions of the Act and these Articles confer such power either
collaterally with or to the exclusion of or in substitution for all or any of the
Directors in that behalf and may from time to time revoke withdraw alter or vary
all or any of such powers.
66. 66.1 The Board shall exercise the following powers on behalf of the Company and POWER TO BE
the said powers shall be exercised only by resolutions passed at the meeting of EXERCISED BY THE
the Board – BOARD ONLY BY
(a)to make calls on Shareholders in respect of money unpaid on their shares MEETING
(b)to authorize buy-back of securities under Section 68 of the Act
(c)to issue securities including debentures whether in or outside India
(d)to borrow money(ies)
(e)to invest the funds of the Company
(f)to grant loans or give guarantee or provide security in respect of loans
(g)to approve financial statements and the Boards report
(h)to diversify the business of the Company
(i)to approve amalgamation merger or reconstruction
(j)to take over a company or acquire a controlling or substantial stake in another
company
(k)any other matter which may be prescribed under the Act Companies
(Meetings of Board and its Powers) Rules 2014 and the SEBI Listing
Regulations. The Board may by a resolution passed at a meeting delegate to any
Committee of Directors the Managing Director or to any person permitted by
Law the powers specified in sub clauses (d) to (f) above. The aforesaid powers
shall be exercised in accordance with the provisions of the Companies (Meetings
of Board and its Powers) Rules 2014 and shall be subject to the
provisions of section 180 of the Act.In terms of Section 180 of the Act the Board
may exercise the following powers subject to receipt of consent by the Company
by way of a Special Resolution(a)to sell lease or otherwise dispose of the whole
or substantial part of the undertaking of the Company or where the company
owns more than one undertaking of the whole or substantially the whole of any
of such undertakings(b)to borrow money where the money to be borrowed
together with the money already borrowed by the company will exceed
aggregate of its paid-up share capital free reserves and securities premium apart
from temporary loans obtained from the companys bankers in the ordinary
course of business and(c)any such other matter as may be prescribed under the
Act the SEBI Listing Regulations and other applicable provisions of Law.
66.2 (a)Subject to the provisions of Sections 73 179 and 180 and other applicable BORROWING POWERS
provisions of the Act and these Articles the Board may from time to time at its
discretion by resolution passed at the meeting of a Board or Members as
applicable under the Act(i)accept or renew deposits from Shareholders
(ii)borrow money by way of issuance of Debentures (iii)borrow money
otherwise than on Debentures(iv)accept deposits from Shareholders either in
advance of calls or otherwise and(v)generally raise or borrow or secure the
payment of any sum or sums of money for the purposes of the Company.
Provided however that where the money to be borrowed together with the money
already borrowed (apart from temporary loans obtained from the Companys
bankers in the ordinary course of business) exceed the aggregate of the Paid-up
capital of the Company its free reserves and securities premium (not being
reserves set apart for any specific purpose) the Board shall not
borrow such money without the consent of the Company by way of a Special
Resolution in a General Meeting.
(b)Subject to the provisions of these Articles the payment or repayment of money
borrowed as aforesaid may be secured in such manner and upon such terms and
conditions in all respects as the resolution of the Board shall prescribe including
by the issue of bonds perpetual or redeemable Debentures or debenture-stock or
any mortgage charge hypothecation pledge lien or other security on the
undertaking of the whole or any part of the property of the
Company both present and future. Provided however that the Board shall not
except with the consent of the Company by way of a Special Resolution in
General Meeting mortgage charge or otherwise encumber the Companys
uncalled Capital for the time being or any part thereof and Debentures and other
464Securities may be assignable free from any equities between the Company and
the Person to whom the same may be issued.
(c)Any bonds Debentures debenture-stock or other Securities may if permissible
in Law be issued at a discount premium or otherwise by the Company and shall
with the consent of the Board be issued upon such terms and conditions and in
such manner and for such consideration as the Board shall consider to be for the
benefit of the Company and on the condition that they or any part of them may
be convertible into Equity Shares of any denomination and with any privileges
and conditions as to the redemption surrender allotment of shares appointment
of Directors or otherwise. Provided that Debentures with rights to allotment of
or conversion into Equity Shares shall not be issued except with the sanction of
the Company in General Meeting accorded by a Special Resolution.
(d)Subject to the applicable provisions of the Act and these Articles if any
uncalled Capital of the Company is included in or charged by any mortgage
or other security the Board shall make calls on the Shareholders in respect of
such uncalled Capital in trust for the Person in whose favor such mortgage or
security is executed or if permitted by the Act may by instrument under seal
authorize the Person in whose favor such mortgage or security is executed or any
other Person in trust for him to make calls on the Shareholders in respect of such
uncalled Capital and the provisions hereinafter contained in regard
to calls shall mutatis mutandis apply to calls made under such authority and such
authority may be made exercisable either conditionally or unconditionally or
either presently or contingently and either to the exclusion of the Boards power
or otherwise and shall be assignable if expressed so to be.
(e)The Board shall cause a proper Register to be kept in accordance with the
provisions of Section 85 of the Act of all mortgages Debentures and charges
specifically affecting the property of the Company and shall cause the
requirements of the relevant provisions of the Act in that behalf to be duly
complied with within the time prescribed under the Act or such extensions
thereof as may be permitted under the Act as the case may be so far as they are
required to be complied with by the Board.
(f)Any capital required by the Company for its working capital and other capital
funding requirements may be obtained in such form as decided by the Board
from time to time.
(g)The Company shall also comply with the provisions of the Companies
(Registration of Charges) Rules 2014 in relation to the creation and registration
of aforesaid charges by the Company acceptance by the Board.
Proceedings of the Board
67 (a)Board Meetings shall be held at least once in every 3 (three) month period and -
there shall be at least 4 (four) Board Meetings in any calendar year and there
should not be a gap of more than 120 (one hundred twenty) days between
two consecutive Board Meetings. Meetings shall be held at the Registered Office
or such a place as may be decided by the Board.
(b)The participation of Directors in a meeting of the Board may be either in person
or through video conferencing or other audio visual means as may be prescribed
which are capable of recording and recognizing the participation of the Directors
and of recording and storing the proceedings of such meetings along with date
and time. Any meeting of the Board held through video conferencing or other
audio visual means shall only be held in accordance with the Companies
(Meetings of Board and its Powers) Rules 2014.
(c)The Company Secretary or any other Director shall as and when directed by
the Chairman or a Director convene a meeting of the Board by giving a notice in
writing to every Director in accordance with the provisions of the Act and the
Companies (Meetings of Board and its Powers) Rules 2014.
(d)The Board may meet either at the Office of the Company or at any other
location in India or outside India as the Chairman or Director may determine. (e)
At least 7 (seven) days notice of every meeting of the Board shall be given in
writing to every Director for the time being at his address registered with the
Company and such notice shall be sent by hand delivery or by post or by electronic
means. A meeting of the Board may be convened in accordance with these
Articles by a shorter notice in case of any emergency as directed by the Chairman
or the Managing Director or the Executive Director as the case may be subject to
the presence of 1 (one) Independent Director in the said meeting. If an
Independent Director is not present in the said meeting then decisions taken at the
said meeting shall be circulated to all the Directors and shall be final only upon
ratification by one independent Director. Company may choose expedient mode
of sending Agenda and Notes on Agenda Such notice or shorter notice may be
sent by post or by fax or e-mail depending upon the circumstances.
(f) At any Board Meeting each Director may exercise 1 (one) vote. The adoption
465of any resolution of the Board shall require the affirmative vote of a majority of
the Directors present at a duly constituted Board Meeting.
68 (a)Quorum for Board Meetings Subject to the provisions of Section 174 of the QUORUM FOR BOARD
Act the quorum for each Board Meeting shall be one-third of its total strength or MEETING
two directors whichever is higher and the presence of Directors by video
conferencing or by other audio visual means shall also be counted for the
purposes of calculating quorum.If any duly convened Board Meeting cannot be
held for want of a quorum then such a meeting shall automatically stand
adjourned for 7 (seven) days after the original meeting at the same time and place
or if that day is a national holiday on the succeeding day which is not a public
holiday to the same time and place. Provided however the adjourned meeting
may be held on such other date and such other place as may be unanimously
agreed to by all the Directors in accordance with the provisions of the Act.
(b)If in the event of a quorum once again not being available at such an adjourned
meeting the Directors present shall constitute the quorum and may transact
business for which the meeting has been called.
69. (a)Questions arising at any meeting of the Board other than as specified in these QUESTIONS AT THE
Articles and the Act if any shall be decided by a majority vote. In the case of an BOARD MEETINGS HOW
equality of votes the Chairman shall have a second or casting vote. DECIDED
(b)No regulation made by the Company in General Meeting shall invalidate any
prior act of the Board which would have been valid if that regulation had not
been made.
70. (a)The Board may elect a chairman of its meeting and determine the period for ELECTION OF
which he is to hold office. CHAIRMAN OF BOARD
(b)If no such chairman is elected or at any meeting the chairman is not present
within five minutes after the time appointed for holding the meeting the Directors
present may choose one among themselves to be the chairman of the meeting.
71. Subject to the applicable provisions of the Act these Articles and other applicable POWERS OF THE BOARD
provisions of Law -(a)The Board shall be entitled to exercise all such power and
to do all such acts and things as the Company is authorised to exercise and do
under the applicable provisions of the Act or by the memorandum and articles of
association of the Company.
(b)The Board is vested with the entire management and control of the Company
including as regards any and all decisions and resolutions to be passed for and
on behalf of the Company.
(c)Provided that the Board shall not except with the consent of the Company by
a Special Resolution-
(i)Sell lease or otherwise dispose of the whole or substantially the whole of the
undertaking of the Company or where the Company owns more than one
undertaking of the whole or substantially the whole of any such undertaking. The
term undertaking and the expression substantially the whole of the undertaking
shall have the meaning ascribed to them under the provisions of Section 180 of
the Act(ii)Remit or give time for repayment of any debt due by a
Director(iii)Invest otherwise than in trust securities the amount of
compensation received by the Company as a result of any merger or
amalgamation and(iv)Borrow money(ies) where the money(ies) to be borrowed
together with the money(ies) already borrowed by the Company (apart from
temporary loans obtained from the Companys bankers in the ordinary course of
businesses) will exceed the aggregate of the paid-up capital of the Company and
its free reserves.
72. (a)The Company shall constitute such Committees as may be required under the COMMITTEES AND
Act applicable provisions of Law and the SEBI Listing Regulations. Without DELEGATION BY THE
prejudice to the powers conferred by the other Articles and so as not to in any BOARD
way to limit or restrict those powers the Board may subject to the provisions of
Section 179 of the Act delegate any of its powers to the Managing Director(s)
the executive director(s) or manager or the chief executive officer of the
Company. The Managing Director(s) the executive director(s) or the manager
or the chief executive officer(s) as aforesaid shall in the exercise of the powers
so delegated conform to any regulations that may from time to time be imposed
on them by the Board and all acts done by them in exercise of the powers so
delegated and in conformity with such regulations shall have the like force and
effect as if done by the Board.
(b)Subject to the applicable provisions of the Act the requirements of Law and
these Articles the Board may delegate any of its powers to Committees of the
Board consisting of such member or members of the Board as it thinks fit and it
may from time to time revoke and discharge any such committee of the Board
either wholly or in part and either as to persons or purposes. Every Committee
of the Board so formed shall in the exercise of the powers so delegated conform
to any regulations that may from time to time be imposed on it by the Board.
466All acts done by any such Committee of the Board in conformity with such
regulations and in fulfillment of the purposes of their appointment but not
otherwise shall have the like force and effect as if done by the Board.
(c)The meetings and proceedings of any such Committee of the Board
consisting of two or more members shall be governed by the provisions herein
contained for regulating the meetings and proceedings of the Directors so far as
the same are applicable thereto and are not superseded by any regulation made
by the Directors under the last preceding Article. The Board of the Company
shall in accordance with the provisions of the Companies
(Meetings of the Board and its Powers) Rules 2014 or any other Law and the
provisions of the SEBI Listing Regulations form such committees as may be
required under such rules in the manner specified therein if the same are
applicable to the Company.
73. All acts undertaken at any meeting of the Board or of a Committee of the Board ACTS OF BOARD OR
or by any person acting as a Director shall notwithstanding that it may afterwards COMMITTEE VALID
be discovered that there was some defect in the appointment of such Director or NOTWITHSTANDING
persons acting as aforesaid or that they or any of them were disqualified or had INFORMAL
vacated office or that the appointment of any of them had been terminated by APPOINTMENT
virtue of any provisions contained in the Act or in these Articles be as valid as if
every such person had been duly appointed and was qualified to be a Director .
Provided that nothing in this Article shall be deemed to give validity to the acts
undertaken by a Director after his appointment has been shown to the Company
to be invalid or to have been terminated.
74. Subject to section 175 of the Act no resolution shall be deemed to have been duly PASSING OF
passed by the Board or by a Committee thereof by circulation unless the RESOLUTION BY
resolution has been circulated in draft form together with the necessary papers if CIRCULATION
any to all the Directors or members of the Committee as the case may be at their
addresses registered with the Company in India by hand delivery or by post or by
courier or through such electronic means as may be provided under the Companies
(Meetings of Board and its Powers) Rules 2014 and has been approved by
majority of Directors or members of the Committee who are entitled to vote on
the resolution. However in case one-third of the total number of Directors for the
time being require that any resolution under circulation must be decided at a
meeting the chairperson shall put the resolution to be decided at a meeting of the
Board. A resolution mentioned above shall be noted at a subsequent meeting of
the Board or the Committee thereof as the case may be and made part of the
minutes of such meeting.
75. (a)The Company shall prepare minutes of each Board Meeting and the entries MINUTES OF THE
thereof in books kept for that purpose with their pages consecutively numbered. PROCEEDINGS OF THE
Such minutes shall contain a fair and correct summary of the proceedings MEETING OF THE
conducted at the Board Meeting. BOARD
(b)The Company shall circulate the minutes of the meeting to each Director
within 7 (seven) Business Days after the Board Meeting.
(c)Each page of every such book shall be initialed or signed and the last page of
the record of proceedings of each meeting in such book shall be dated and signed
by the Chairman of the said meeting or the Chairman of the next succeeding
meeting.
(d)In no case the minutes of proceedings of a meeting shall be attached to any
such book as aforesaid by pasting or otherwise.
(e)The minutes of each meeting shall contain a fair and correct summary of the
proceedings thereat and shall also contain -(i)the names of the Directors present
at each meeting of the Board(ii)the Company Secretary if any in attendance
and(iii)the Invitees if any including Invitees for specific items(The capacity in
which an Invitee attends the Meeting and where applicable the name of the entity
such Invitee represents and the relation if any of that entity to the company
should also be recorded. If an Invitee is present only during the discussion on a
particular item of business such fact should also be mentioned in the Minutes.
Any officer of the company who attends the Meeting other than the Company
Secretary should be treated as an Invitee to the Meeting and the name of such
person should be included in the Minutes)(iv)all resolutions and proceedings of
the meetings of the Board(v)the names of the Directors if any dissenting from or
not concurring in any resolution passed by the Board.
(f)Nothing contained in sub Articles (a) to (e) above shall be deemed to require
the inclusion in any such minutes of any matter which in the opinion of the
Chairman of the meeting -(i)is or could reasonably be regarded as defamatory of
any person(ii)is irrelevant or immaterial to the proceedings or(iii)is detrimental
to the interests of the Company.
(g)The Chairman shall exercise absolute discretion in regard to the inclusion or
non-inclusion of any matter in the minutes on the ground specified in sub Article
467(f) above.
(h)Minutes of meetings kept in accordance with the aforesaid provisions shall be
evidence of the proceedings recorded therein.
(i)The minutes kept and recorded under this Article shall also comply with the
provisions of Secretarial Standard 1 issued by the Institute of Company
Secretaries of India constituted under the Company Secretaries Act
1980 and approved as such by the Central Government and applicable provisions
of the Act and Law.
76. 76.1 Subject to the provisions of the Act and Law the Company shall procure at its DIRECTORS OFFICERS
own cost comprehensive directors and officers liability insurance for each LIABILITY INSURANCE
Director which shall not form a part of the remuneration payable to the Directors
in the circumstances described under Section 197 of the Act -(a)on terms
approved by the Board(b)which includes each Director as a policyholder(c)is
from an internationally recognized insurer approved by the Board and(d)for a
coverage for claims of an amount as may be decided by the Board from time to
time.
76.2 Subject to the relevant provision of the Act no Director Manager Officer or DIRECTORS ETC. NOT
Employee of the company shall be liable for the acts defaults receipts and LIABLE FOR CERTAIN
neglects of any other Director Manager Officer or employee or for joining in ACTS
any receipts or other acts for the sake of conformity or for any loss or expenses
happening to the company through the insufficiency or deficiency of any
security in or upon which any of the monies of the company shall be invested
or for any loss or damage arising from the bankruptcy insolvency or
tortuous act of any person with whom any monies securities or effects shall be
deposited or for any loss occasioned by an error of judgement or oversight on
his part or for any other loss damage or misfortune whatsoever which shall
happen in the execution thereof unless the same shall happen through negligence
default misfeasance breach of duty or breach of trust. Without prejudice to the
generality foregoing it is hereby expressly declared that any
filing fee payable or any document required to be filed with the registrar of the
companies in respect of any act done or required to be done by any Director or
other officer by reason of his holding the said office shall be paid and borne by
the company.
Chief Executive Officer, Manager, Company Secretary or Chief Financial
Officer
77. (a)The Company shall have its own professional management and such officers OFFICERS
shall be appointed from time to time as designated by its Board. The officers of
the Company shall serve at the discretion of the Board.
(b)The officers of the Company shall be responsible for the implementation of
the decisions of the Board subject to the authority and directions of the Board
and shall conduct the day to day business of the Company.
(c)The officers of the Company shall be the Persons in charge of and responsible
to the Company for the conduct of the business of the Company and shall be
concerned and responsible to ensure full and due compliance with all statutory
laws rules and regulations as are required to be complied with by the Company
andor by the Board of the Company.
(d)Qualified experienced managerial and marketing executives and other
officers shall be appointed for the operation and conduct of the business of the
Company.
(e)The Board shall appoint the President andor Chief Executive Officer And or
Chief Operating Officer of the Company as well as persons who will be
appointed to the posts of senior executive management.
78. (a)Subject to the provisions of Section 203 of the Act the Board may from time THE SECRETARY
to time appoint any individual as Secretary of the Company to perform such
functions which by the Act or these Articles for the time being of the Company
are to be performed by the Secretary and to execute any other duties which
may from time to time be assigned to him by the Board. The Board may confer
upon the Secretary so appointed any powers and duties as are not by the Act or
by these Articles required to be exercised by the Board and may from time to
time revoke withdraw alter or vary all or any of them. The Board may also at
any time appoint some individual (who need not be the Secretary) to maintain
the Registers required to be kept by the Company.
(b)The Secretary shall be an individual responsible to ensure that there shall be
no default non-compliance failure refusal or contravention of any of the
applicable provisions of the Act or any rules regulations or directions which the
Company is required to conform to or which the Board of the Company are
required to conform to and shall be designated as such and be the officer in
default.
The Seal
46879. (a)The Board shall provide a Common Seal for the purposes of the Company and SEAL
shall have power from time to time to destroy the same and substitute a new Seal
in lieu thereof and the Board shall provide for the safe custody of the Seal for the
time being and the Seal shall never be used except by the authority of the Board
or a Committee of the Board previously given.
(b)The seal of the company shall not 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 (2) directors and of
the secretary or such other person as the Board may appoint for the purpose and
those two (2) 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
80. (a)The profits of the Company subject to any special rights relating thereto being DIVIDEND POLICY
created or authorised to be created by the Memorandum or these Articles and
subject to the provisions of these Articles shall be divisible among the
Shareholders in proportion to the amount of Capital Paid-up or
credited as Paid-up and to the period during the year for which the Capital is
Paid-up on the shares held by them respectively. Provided always that (subject
as aforesaid) any Capital Paid-up on a Share during the period in respect of which
a Dividend is declared shall unless the Directors otherwise determine only entitle
the holder of such Share to an apportioned amount of such Dividend as from the
date of payment.
(b)Subject to the provisions of Section 123 of the Act the Company in General
Meeting may declare Dividends to be paid to Shareholders according to their
respective rights and interests in the profits. No Dividends shall exceed the
amount recommended by the Board but the Company in General Meeting may
declare a smaller Dividend and may fix the time for payments not exceeding 30
(thirty) days from the declaration thereof.
81. (i)No Dividend shall be declared or paid otherwise than out of profits of the -
Financial Year arrived at after providing for depreciation in accordance with the
provisions of Section 123 of the Act or out of the profits of the Company for any
previous Financial Year or years arrived at after providing for depreciation in
accordance with those provisions and remaining undistributed or out of both
provided that -1.if the Company has not provided for depreciation for any
previous Financial Year or years it shall before declaring or paying a Dividend for
any Financial Year provide for such depreciation out of the profits of that
Financial Year or out of the profits of any other previous Financial Year or years
and2.if the Company has incurred any loss in any previous Financial Year or years
the amount of the loss or an amount which is equal to the amount provided for
depreciation for that year or those years whichever is less shall be set off against
the profits of the Company for the year for which the Dividend is proposed to be
declared or paid or against the profits of the Company for any previous Financial
Year or years arrived at in both cases after providing for depreciation in
accordance with the provisions of Section 123 of the Act or against both.(ii)The
declaration of the Board as to the amount of the net profits shall be conclusive.
82. (a)The Board may from time to time pay to the Shareholders such interim -
Dividend as in their judgment the position of the Company justifies in
accordance with the Act.
(b)Where Capital is paid in advance of calls upon the footing that the same shall
carry interest such Capital shall not whilst carrying interest confer a right to
participate in profits or Dividend. (i)Subject to the rights of Persons if
any entitled to shares with special rights as to Dividend all Dividends shall be
declared and paid according to the amounts paid or credited as paid on the shares
in respect whereof Dividendis paid.(ii)No amount paid or credited as paid on
shares in advance of calls shall be treated for the purpose of this regulation as
paid on shares.(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 shares are issued on terms providing that it shall rank for Dividend as from
a particular date such shares shall rank for Dividend accordingly.
83. (a)Subject to the applicable provisions of the Act and these Articles the Board -
may retain the Dividends payable upon shares in respect of any Person until such
Person shall have become a Shareholder in respect of such shares or until such
shares shall have been duly transferred to him.
(b)Any one of several Persons who are registered as the joint-holders of any
Share may give effectual receipts for all Dividends or bonus and payments on
account of Dividends or bonus or sale proceeds of fractional certificates or other
money(ies) payable in respect of such shares.
84. Subject to the applicable provisions of the Act no Shareholder shall be entitled -
469to receive payment of any interest or Dividends in respect of his Share(s) whilst
any money may be due or owing from him to the Company in respect of such
Share(s) either alone or jointly with any other Person or Persons and the Board
may deduct from the interest or Dividend payable to any such Shareholder all
sums of money so due from him to the Company.
85. Subject to Section 126 of the Act a transfer of shares shall not pass the right to -
any Dividend declared thereon before the registration of the transfer.
86. (a)Unless otherwise directed any Dividend may be paid by cheque or warrant or -
by a pay slip or receipt (having the force of a cheque or warrant) and sent by post
or courier or by any other legally permissible means to the registered address of
the Shareholder or Person entitled or in case of joint-holders to that one of them
first named in the Register of Members in respect of the joint-holding. Every
such cheque or warrant shall be made payable to the order of
the Person to whom it is sent and in case of joint-holders to that one of them first
named in the Register of Members in respect of the joint-holding. The Company
shall not be liable or responsible for any cheque or warrant or pay slip or receipt
lost in transmission or for any Dividend lost to a Shareholder or Person entitled
thereto by a forged endorsement of any cheque or warrant or a forged signature
on any pay slip or receipt of a fraudulent recovery of Dividend. If 2 (two) or
more Persons are registered as joint-holders of any Share(s) any one of them can
give effectual receipts for any money(ies) payable in respect thereof. Several
Executors or Administrators of a deceased Shareholder in whose sole name any
Share stands shall for the purposes of this Article be deemed to be joint-holders
thereof.
(b)No unpaid Dividend shall bear interest as against the Company.
87. (a)Any General Meeting declaring a Dividend may on the recommendation of -
the Board make a call on the Shareholders of such amount as the Meeting fixes
but so that the call on each Shareholder shall not exceed the Dividend payable to
him and so that the call will be made payable at the same time as the Dividend
and the Dividend may if so arranged as between the Company and the
Shareholders be set-off against such calls. Notwithstanding anything contained
in this Article the dividend policy of the Company shall be governed by the
applicable provisions of the Act and Law.
(b)The Company may pay dividends on shares in proportion to the amount paid-
up on each Share in accordance with Section 51 of the Act.
88. (a)If the Company has declared a Dividend but which has not been paid or UNPAID OR UNCLAIMED
claimed or the Dividend warrant in respect thereof has not been posted or sent DIVIDEND
within 30 (thirty) days from the date of declaration transfer the total amount of
dividend which remained unpaid or unclaimed within 7 (seven) days from the
date of expiry of the said period of 30 (thirty) days to a special account to be
opened by the Company in that behalf in any scheduled bank or private sector
bank to be called the Unpaid Dividend Account.
(b)Any money so transferred to the unpaid Dividend account of the Company
which remains unpaid or unclaimed for a period of 7 (seven) years from the date
of such transfer shall be transferred by the Company to the Fund established
under sub-section (1) of Section 125 of the Act viz. Investors Education and
Protection Fund.
(c)No unpaid or unclaimed Dividend shall be forfeited by the Board before the
claim becomes barred by Law.
Accounts
89 (a)The Company shall prepare and keep at the Office books of accounts or other -
relevant books and papers and financial statements for every financial year which
give a true and fair view of the state of affairs of the Company including its
branch office or offices if any and explain the transactions effected both at the
Office and its branches and such books shall be kept on accrual basis and
according to the double entry system of accounting.
(b)Where the Board decides to keep all or any of the books of account at any
place other than the Office the Company shall within 7 (seven) days of the
decision file with the Registrar a notice in writing giving the full address of that
other place. The Company may also keep such books of accounts or other
relevant papers in electronic mode in accordance with the provisions of the Act.
(c)The Company shall preserve in good order the books of account relating to a
period of not less than eight years preceding the current year.
(d)When the Company has a branch office whether in or outside India the
Company shall be deemed to have complied with this Article if proper books of
account relating to the transactions effected at the branch office are kept at the
branch office and proper summarized returns made up to dates at intervals
of not more than three months are sent by the branch office to the Company at
470its office or at the other place in India at which the Companys books of account
are kept as aforesaid.
(e)No Shareholder (not being a Director) shall have any right of inspecting
any account or books or documents of the Company except specified under the
Act and Law except as conferred by law or authorised by the Board or by the
company in general meeting.
(f)All the aforesaid books shall give a fair and true view of the affairs of the
Company or its branch office as the case may be with respect to the matters
herein and explain its transactions.
Winding up
90 (a)If the company shall be wound up the Liquidator may with the sanction of a DISTRIBUTION OF
special Resolution of the company and any other sanction required by the Act ASSETS IN SPECIE OR
divide amongst the shareholders in specie or kind the whole or any part of the KIND UPON WINDING
assets of the company whether they shall consist of property of the same kind or UP
not.
(b)For the purpose aforesaid the Liquidator may set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the shareholders or different classes of
shareholders.
Indemnity
91. Subject to the provisions of Section 197 of the Act every Director Manager and DIRECTORS AND
other officer or employee of the company shall be indemnified by the company OTHERS RIGHTS TO
against any liability incurred by him and it shall be the duty of the Directors to INDEMNITY
pay out the funds of the company all costs losses and expenses which any director
Manager officer or employee may incur or become liable to by reason of any
contract entered into by him on behalf of the company or in any way in the
discharge of his duties and in particular and so as not to limit the generality of
the foregoing provisions against all liabilities incurred by him as such Director
Manager Officer or employee in defending any proceedings Whether civil or
criminal in which judgement is given in his favor or he is acquitted or in
connection with any application under Section 463 of the Act in which relief is
granted by the court and the amount for which such indemnity is provided
shall immediately attach as a lien on the property of the company and have
priority as between the shareholders over all the claims.
Others
92 92.1 (a)The Company shall in terms of the provisions of Section 88 of the Act and the REGISTERS TO BE
provisions of the Depositories Act 1996 cause to be kept the following registers MAINTAINED BY THE
in terms of the applicable provisions of the Act(i)A Register of Members COMPANY
indicating separately for each class of Equity Shares held by each Shareholder
residing in or outside India(ii)A register of Debenture holders and(iii)A register
of any other security holders.
(b)The Company shall also be entitled to keep in any country outside India a part
of the registers referred above called foreign register containing names and
particulars of the Shareholders Debenture holders or holders of other Securities
or beneficial owners residing outside India.
(c)The registers mentioned in this Article shall be kept and maintained in the
manner prescribed under the Companies (Management and Administration)
Rules 2014.
92.2 A depositor (who shall be the member of the Company) may at any time make a NOMINATION FOR
nomination and the provisions of Section 72 of the Act shall as far as may be FIXED DEPOSITS
apply to the nominations made in relation to the deposits made subject to the
provisions of the Rules as may be prescribed in this regard.
92.3 Subject to the applicable provisions of the Act and these Articles any person NOMINATION IN
becoming entitled to Securities in consequence of the death lunacy bankruptcy CERTAIN OTHER CASES
or insolvency of any holder of Securities or by any lawful means other than by a
transfer in accordance with these Articles may with the consent of the Board
(which it shall not be under any obligation to give) upon producing such evidence
that he sustains the character in respect of which he proposes to act under this
Article or of such title as the Board thinks sufficient either be registered himself
as the holder of the Securities or elect to have some Person nominated by him
and approved by the Board registered as such holder provided nevertheless that
if such Person shall elect to have his nominee registered he shall testify the
election by executing in favor of his nominee an
instrument of transfer in accordance with the provisions herein contained and
until he does so he shall not be freed from any liability in respect of the Securities.
92.4 Copies of the Memorandum and Articles of Association of the Company and COPIES OF
other documents referred to in Section 17 of the Act shall be sent by the Company MEMORANDUM
471to every Shareholder at his request within 7 (seven) days of the request on AND ARTICLES TO BE
payment of such sum as prescribed under the Companies (Incorporation) Rules SENT TO
2014 SHAREHOLDERS
92.5 (a)Except with the consent of the Board or the Shareholders as may be required RELATED PARTY
in terms of the provisions of section 188 of the Act and the Companies (Meetings TRANSACTIONS
of Board and its Powers) Rules 2014 no company shall enter into any contract or
arrangement with a related party with respect to (i)sale purchase or supply of any
goods or materials(ii)selling or otherwise disposing of or buying property of any
kind(iii)leasing of property of any kind(iv)availing or rendering of any
services(v)appointment of any agent for purchase or sale of goods materials
services or property(vi)such related partys appointment to any office or place of
profit in the company its subsidiary company or associate
company and(vii)underwriting the subscription of any securities or derivatives
thereof of the company without the consent of the Shareholders by way of an
Ordinary Resolution in accordance with Section 188 of the Act.
(b)Subject to provisions of Section 188 of the Act no Shareholder of the
Company shall vote on such Resolution to approve any contract or arrangement
which may be entered into by the Company if such Shareholder is a related party.
(c)nothing in this Article shall apply to any transactions entered into by the
Company in its ordinary course of business other than transactions which are not
on an arms length basis
(d)The Director so contracting or being so interested shall not be liable to the
Company for any profit realized by any such contract or the fiduciary relation
thereby established.
(e)The terms office of profit and arms length basis shall have the meaning
ascribed to them under Section 188 of the Act.
(f)The term related party shall have the same meaning as ascribed to it under the
Act.
(g)The compliance of the Companies (Meetings of Board and its Powers) Rules
2014 shall be made for the aforesaid contracts and arrangements.
92.6 The Directors shall cause a proper register to be kept in accordance with the REGISTER OF CHARGES
applicable provisions of the Act of all mortgages and charges specifically
affecting the property of the Company and shall duly comply with the
requirements of the applicable provisions of the Act in regard to the registration
of mortgages and charges therein Specified.
92.7 Where any uncalled capital of the Company is charged as security or other CHARGE OF UNCALLED
security is created on such uncalled capital the Directors may authorize subject CAPITAL
to the applicable provisions of the Act and these Articles making calls on the
Shareholders in respect of such uncalled capital in trust for the person in whose
favor such charge is executed.
92.8 Where any uncalled capital of the Company is charged all persons taking any SUBSEQUENT ASSIGNS
subsequent charge thereon shall take the same subject to such prior charges and OF UNCALLED CAPITAL
shall not be entitled to obtain priority over such prior charge.
92.9 If the Director or any person shall become personally liable for the payment of CHARGE IN FAVOUR OF
any sum primarily due from the Company the Board may execute or cause to be DIRECTOR FOR
executed any mortgage charge or security over or affecting the whole or part of INDEMNITY
the assets of the Company by way of indemnity to secure the Directors or other
persons so becoming liable as aforesaid from any loss in respect of such liability.
92.10 (a)Auditors shall be appointed and their rights and duties shall be regulated in AUDIT AND AUDITORS
accordance with Sections 139 to 147 of the Act and as specified under Law.
(b)Every account of the Company when audited shall be approved by a General
Meeting and shall be conclusive except as regards any error discovered therein
within three months next after the approval thereof. Whenever any such error is
discovered within that period the account shall forthwith be corrected and
henceforth shall be conclusive.
(c)Every balance sheet and profit and loss account shall be audited by one or
more Auditors to be appointed as hereinafter set out.
(d)The Company at the Annual General Meeting shall appoint an Auditor or
Auditors to hold office for a term as specified under the Act and every Auditor
so appointed shall be intimated of his appointment within 7 (seven) days.
(e)Where at an Annual General Meeting no Auditors are appointed the Central
Government may appoint a person to fill the vacancy and fix the remuneration
to be paid to him by the Company for his services.
(f)The Company shall within 7 (seven) days of the Central Governments power
under sub clause (b) becoming exercisable give notice of that fact to the
Government.(g)The Directors may fill any casual vacancy in the office of an
Auditor but while any such vacancy continues the remaining auditors (if any)
may act. Where such a vacancy is caused by the resignation of an Auditor the
472vacancy shall only be filled by the Company in General Meeting.
(h)A person other than a retiring Auditor shall not be capable of being appointed
at an Annual General Meeting unless special notice of a resolution of
appointment of that person to the office of Auditor has been given by a
Shareholder to the Company not less than 14 (fourteen) days before the meeting
in accordance with Section 115 of the Act and the Company shall send a copy of
any such notice to the retiring Auditor and shall give notice thereof to the
Shareholders in accordance with provisions of Section 115 of the Act and all the
other provision of Section 140 of the Act shall apply in the matter. The provisions
of this sub-clause shall also apply to a resolution that a retiring auditor shall not
be reappointed.
(i)The persons qualified for appointment as Auditors shall be only those referred
to in Section 141 of the Act.
(j)None of the persons mentioned in Section 141 of the Act as are not qualified
for appointment as auditors shall be appointed as Auditors of the Company.
92.11 The Company shall comply with the applicable provisions of the Act and the AUDIT OF BRANCH
Companies (Audit and Auditor) Rules 2014 in relation to the audit of the OFFICES
accounts of branch offices of the Company.
92.12 The remuneration of the Auditors shall be fixed by the Company as authorized REMUNERATION OF
in General Meeting from time to time in accordance with the provisions of the AUDITORS
Act and the Companies (Audit and Auditor) Rules 2014.
92.13 The register of charges register of investments register of shareholders books of INSPECTION BY
accounts and the minutes of the meeting of the board and shareholders shall SHAREHOLDERS
be kept at the office of the company and shall be open during business hours for
such periods not being less in the aggregate than two hours in each day as the
board determines for inspection of any shareholder without charge. In the event
such shareholder conducting inspection of the abovementioned documents
requires extracts of the same the company may charge a fee which shall not
exceed Rupees ten per page or such other limit as may be prescribed under the
Act or other applicable provisions of law.
92.14 (a)The shareholders shall vote for all the equity shares owned or held on record AMENDMENT TO
by such shareholders at any annual or extraordinary General meeting of the MEMORANDUM AND
company in accordance with these Articles. ARTICLES OF
(b)The shareholders shall not pass any resolution or take any decision which is ASSOCIATION
contrary to any of the terms of these Articles.
(c)The Articles of the company shall not be amended unless the votes cast in
favors of the resolution whether on a show of hands or electronically or on a poll
as the case may be by members who being entitled so to do vote in person or by
proxy or by postal ballot are required to be not less than three times the number
of the votes if any cast against the resolution by members so entitled
and voting.
92.15 No shareholder shall be entitled to inspect the companys work without SECRECY
permission of the managing Director Directors or to require discovery of any
information respectively any details of companys trading or any matter which is
or may be in the nature of a trade secret history of trade or secret process which
may be related to the conduct of the business of the company and which in the
opinion of the managing Director Directors will be inexpedient in the interest of
the shareholders of the company to communicate to the public.
92.16 Every Director managing Directors manager Secretary Auditor Trustee members DUTIES OF THE
of the committee officer servant agent accountant or other persons employed in OFFICER TO OBSERVE
the business of the company shall if so required by the Director before entering SECRECY
upon his duties or any time during his term of office sign a declaration pledging
himself to observe secrecy relating to all transactions of the company and the
state of accounts and in matters relating thereto and shall by such declaration
pledge himself not to reveal any of such matters which
may come to his knowledge in the discharge of his official duties except which
are required so to do by the Directors or the Auditors or by resolution of the
company in the general meeting or by a court of law and except so far as may be
necessary in order to comply with any of the provision of these Articles or Law.
Nothing herein contained shall affect the powers of the Central Government or
any officer appointed by the government to require or to hold an investigation
into the companys affair.
473SECTION XI – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered or are to be entered into by our
Company (not being contracts entered into in the ordinary course of business carried on by our Company or
contracts entered into more than two years before the date of the Draft Red Herring Prospectus) which are or may
be deemed material will be attached to the copy of the Red Herring Prospectus and the Prospectus, as applicable,
which will be delivered to the RoC for filing. Copies of the above-mentioned documents and contracts and also
the documents for inspection referred to hereunder, except for such contracts and documents that will be executed
subsequent to the completion of the Bid/Issue Closing Date may be inspected at the Registered Office between 10
a.m. and 5 p.m. on all Working Days and shall also be available on the website of our Company at
https://blspolymers.com/investors from date of this Draft Red Herring Prospectus until the Bid/ Issue Closing
Date (except for such documents or agreements executed after the Bid/Issue Closing Date).
A. Material Contracts for the Issue
1. Issue Agreement dated August 6, 2025 between our Company and the BRLM.
2. Registrar Agreement dated August 6, 2025 between our Company and the Registrar to the Issue.
3. Cash Escrow and Sponsor Bank Agreement dated [●] between our Company, the Registrar to
the Issue, the BRLM, the Syndicate Members, the Banker(s) to the Issue.
4. Syndicate Agreement dated [●] between our Company, the BRLM, the Registrar to the Issue
and Syndicate Members.
5. Monitoring Agency Agreement dated [●] between our Company and the Monitoring Agency
6. Underwriting Agreement dated [●] between our Company and the Underwriters.
B. Material Documents
1. Certified copies of the MoA and AoA of our Company as amended from time to time.
2. Certificate of incorporation dated January 16, 1991 issued by the Registrar of Companies, Delhi
and Haryana at New Delhi.
3. Certificate for commencement of business dated April 23, 1991 issued by the Additional
Registrar of Companies, Delhi and Haryana at New Delhi.
4. Resolution of the Board and Shareholders dated June 25, 2025 and July 24, 2025, respectively,
authorising the Issue.
5. Resolution of the Board dated August 6, 2025 approving this Draft Red Herring Prospectus.
6. Agreement dated May 5, 2025 entered into between the Managing Director and our Company
for approving his terms of appointment in the said capacity.
7. Written consent dated August 3, 2025 from M/s Nangia & Co. LLP, Chartered Accountants, to
include their name as required under section 26 (5) of the Companies Act, 2013 read with SEBI
ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under
section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory
Auditor, and in respect of (i) their examination report dated July 31, 2025 on our Restated
Financial Statements; and (ii) their report dated August 3, 2025 on the Statement of Special Tax
Benefits in this Draft Red Herring Prospectus and such consent has not been withdrawn as on
the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.
4748. The examination report dated July 31, 2025 of the Statutory Auditor on our Restated Financial
Statements.
9. The statement of possible special tax benefits dated August 3, 2025 from the Statutory Auditor.
10. Copies of the audited Ind AS financial statements of the Company as at and for the financial
years ended March 31, 2025 and March 31, 2024 and the special purpose Ind AS Financial
Statements of the Company as at and for the financial year ended March 31, 2023.
11. Copies of the annual reports of our Company for the Financial Years 2024, 2023 and 2022.
12. Letter dated August 5, 2025 sent by our Company to RoC for the purpose of intimating the
discrepancies, delay and errors committed in certain statutory filings of our Company.
13. Form GNL-2 bearing SRN AB5855383 filed on August 5, 2025 with the RoC for intimating
non-compliance of some of the provisions of Companies Act, 1956 and Companies Act, 2013
by us.
14. Written consent of the Promoters, Directors, the BRLM, the Syndicate Members*, Legal
Counsel to our Company, Registrar to the Issue, Banker to the Issue*, Monitoring Agency*,
Underwriters* Banker to our Company, Company Secretary and Compliance Officer and the
Chief Financial Officer, as referred to in their specific capacities.
*To be obtained at the time of filing of the Red Herring Prospectus.
15. Written consent dated August 1, 2025 issued by CRISIL Intelligence for inclusion of the report
titled ‘Market Assessment & Industry Report on Polymer Compounding for cables & coatings
Industry’ dated July, 2025 and to be named as an “expert” as defined under Section 2(38) of the
Companies Act, 2013, in this Draft Red Herring Prospectus.
16. Consent of independent chartered engineer dated July 22, 2025 to include their name in this
Draft Red Herring Prospectus and as an “expert” defined under Section 2(38) of the Companies
Act, 2013, read with Section 26 of the Companies Act, 2013, to the extent and his capacity as
independent chartered engineer in respect of details regarding the Manufacturing Facility of our
Company and the Proposed Expansion in this Draft Red Herring Prospectus.
17. Written consent dated August 5, 2025 from MRKS and Associates, independent chartered
accountant, having firm registration number 023711N, and holding a valid peer review
certificate from the ICAI, to include their name as required under Section 26(5) of the
Companies Act, 2013 read with the SEBI ICDR Regulations in this Draft Red Herring
Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act with respect
to the information in certificates dated August 5, 2025 and such consent has not been withdrawn
as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.
18. Report titled ‘Market Assessment & Industry Report on Polymer Compounding for cables &
coatings Industry’ dated July, 2025, issued by CRISIL Intelligence.
19. Engagement Letter dated January 22, 2025 executed between CRISIL Intelligence and our
Company.
20. Resolution of the Audit Committee dated July 27, 2025, approving our key performance
indicators.
21. Certificate dated August 6, 2025 issued by the Statutory Auditor with respect to our key
performance indicators.
22. Certificate on Basis for Issue Price issued by M/s. Nangia & Co. LLP, Chartered Accountants
dated August 6, 2025.
23. Written consent dated August 5, 2025 issued by Himanshu S K Gupta & Associates, Practicing
475Company Secretaries, to include his name as an “expert” under Section 2(38) and other
applicable provisions of the Companies Act, 2013.
24. Due diligence certificate dated August 6, 2025, addressed to SEBI from the BRLM.
25. In principle listing approval dated [•] and [•] issued by BSE and NSE, respectively.
26. Tripartite agreement dated June 2, 2025 amongst our Company, NSDL and Registrar to the
Company.
27. Tripartite agreement dated June 2, 2025 amongst our Company, CDSL and Registrar to the
Company.
28. SEBI final observation letter bearing reference number [•] dated [•].
Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without notice to the
shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.
476DECLARATION
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 Draft 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 Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Karan Aggarwal
Chairman and Managing Director
DIN: 02030873
Place: New Delhi
Date: August 6, 2025
477DECLARATION
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 Draft 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 Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Dinesh Sharma
Executive Director
DIN: 00956860
Place: New Delhi
Date: August 6, 2025
478DECLARATION
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 Draft 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 Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Vinod Aggarwal
Non-Executive Director
DIN: 00135390
Place: New Delhi
Date: August 6, 2025
479DECLARATION
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 Draft 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 Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Parveen Kumar Goyal
Independent Director
DIN: 00162819
Place: New Delhi
Date: August 6, 2025
480DECLARATION
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 Draft 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 Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Shivani Mishra
Independent Director
DIN: 07221507
Place: New Delhi
Date: August 6, 2025
481DECLARATION
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 Draft 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 Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
Sd/-
_______________________
Arun Kumar Verma
Independent Director
DIN: 08705619
Place: New Delhi
Date: August 6, 2025
482DECLARATION
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 Draft 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 Draft Red Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
Sd/-
_______________________
Arvind Kumar Agarwal
Chief Financial Officer
Place: New Delhi
Date: August 6, 2025
483